Exhibit 10.5


 


 

 

 





 


 


 



	1.	
        Date of Agreement

        27 October 2010
	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) 


STANDARD SHIP MANAGEMENT AGREEMENT


CODE NAME: “SHIPMAN 98”


Part I



	2.	Owners
    (name, place of registered office and law of registry) (CI. 1)	3.	Managers
    (name, place of registered office and law of registry) (CI. 1)
	 	
        Name

         

        CAPETANISSA MARITIME CORPORATION
	 	
        Name

         

        Costamare Shipping Company S.A.

	 	
        Place of registered office

        Monrovia, Republic of Liberia
	 	
        Place of registered office

        Panama City, Republic of Panama

	 	
        Law of registry

        Republic of Liberia
	 	
        Law of registry

        Republic of Panama

	4.	
        Day and year of commencement
        of Agreement (Cl. 2)

        4 November 2010

	5.	
        Crew Management (state “yes” or “no”
        as agreed) (Cl. 3.1)

        YES
	6.	
        Technical Management (state “yes” or “no”
        as agreed) (Cl. 3.2)

        YES

	7.	
        Commercial Management (state “yes” or “no”
        as agreed) (Cl. 3.3)

        YES
	8.	
        Insurance Arrangements (state “yes” or
        “no” as agreed) (Cl. 3.4)

        YES

	9.	
        Accounting Services (state “yes” or “no”
        as agreed) (CI. 3.5)

        YES
	10.	
        Sale or purchase of the Vessel (state “yes”
        or “no” as agreed) (Cl. 3.6)

        YES

	11.	
        Provisions (state “yes” or “no”
        as agreed) (Cl. 3.7)

        YES
	12.	
        Bunkering (state “yes” or “no”
        as agreed) (Cl. 3.8)

        YES

	13.	
        Chartering Services Period (only to be filled in if
        “yes” stated in Box 7) 

(Cl. 3.3(i))

        36 months (including any optional extensions applicable)
        and with a gross daily rate (or time charter equivalent) of US$ 38,000
	14.	
        Owners’ Insurance (state alternative (i),
        (ii) or (iii) of Cl. 6.3)

        Clause 6.3(ii)

	15.	
        Annual Management Fee (state annual amount) (Cl. 8.1)

        See Clause 8.1
	16.	
        Severance Costs (state maximum amount) (Cl. 8.4(ii))

        not applicable

	17.	
        Day and year of termination of Agreement (Cl. 17)

        see Clause 17
	18.	
        Law and Arbitration (state alternative 19.1,
        19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)

        see Clause 19.1

	19.	
        Notices (state postal and
        cable address, telex and telefax number for serving
        notice and communication to the Owners) (Cl. 20)

        C/o Costamare Inc.

        60 Zephyrou Street & Syngrou Avenue

        Athens, Greece

        Telefax: +30 210 940 6454

        Attention: Chief Executive Officer
	20.	
        Notices (state postal and
        cable address, telex and telefax number for serving
        notice and communication to the Managers) (Cl. 20)

        60 Zephyrou Street & Syngrou Avenue

         

        Athens, Greece

        Telefax: +30 210 940 9051

        Attention: Chief Executive Officer

	It
    is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting
    of PART I and PART II as well as Annexes “A” (Details of Vessel),
    “B” (Details of Crew), “C” (Budget) and “D”
    (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein.
    In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”,
    “C” and “D”  shall prevail over those of PART II
    to the extent of such conflict but no further..
	Signature(s) (Owners)


        /s/ CAPETANISSA MARITIME CORPORATION


	Signature(s) (Managers)


        /s/ COSTAMARE SHIPPING COMPANY S.A.









 



This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.



    	 



    	



    


	 	
ANNEX “A”
(DETAILS OF VESSEL OR VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”


 


Date of Agreement:

27 October 2010

Name of Vessel(s):

COSCO BEIJING

Particulars of Vessel(s):

Flag: Greek

O.N.: 14492

GT: 109,149

NT: 52,743


 


This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.












    	 



    	



    




ANNEX
“B” (DETAILS OF CREW) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”






Date of Agreement:


Details of Crew:


 



	Numbers	Rank	Nationality
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               
	               	               	               


 

This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.







    	 



    	



    


	 	
ANNEX “C”
(BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”


Date of Agreement:

                    


 


Managers’ Budget for the first year with effect
from the Commencement Date of this Agreement:



                    


 



This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.








    	 



    	



    




ANNEX “D”
(ASSOCIATED VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

 

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS
ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS AGREEMENT.


Date of Agreement:



 


Details of Associated Vessels:




 





This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.







    	 



    	



    



PART II


“SHIPMAN 98” Standard Ship Management
Agreement




 



	
1.	Definitions	1
	 	In this Agreement save where the context
    otherwise requires,	2
	 	the following words and expressions shall
    have the meanings	3
	 	hereby assigned to them.	4
	 	 	 
	 	“Owners” means the party
    identified in Box 2.	5
	 	“Managers” means the
    party identified in Box 3.	6
	 	“Vessel” means the vessel
    or vessels details of which are set	7
	 	out in Annex “A” attached
    hereto.	8
	 	“Business Day” shall have
    the same meaning as ascribed	 
	 	thereto in Section 1.1 of the Group
    Management Agreement.	 
	 	“Crew” means the Master,
    officers and ratings employed on the	9
	 	Vessel from time to timeof
    the numbers,	 
	 	rank and nationality
    specified in Annex “B” attached hereto.	10
	 	“Crew Support
    Costs” means all expenses of a general nature	11
	 	which are not particularly
    referable to any individual vessel for	12
	 	the time being managed
    by the Managers and which are incurred	13
	 	by the Managers for
    the purpose of providing an efficient and	14
	 	economic management
    service and, without prejudice to the	15
	 	generality of the
    foregoing, shall include the cost of crew standby	16
	 	pay, training schemes
    for officers and ratings, cadet training	17
	 	schemes, sick pay,
    study pay, recruitment and interviews.	18
	 	“Related Manager”
    shall have the meaning as ascribed thereto in	19
	 	Section 1.1 of the
    Group Management Agreement.	 
	 	“Severance Costs” means
    the costs which the employers are	 
	 	legally obliged to pay to or in respect
    of the Crew as a result of	20
	 	the early termination of any employment
    contract for service on	21
	 	the Vessel.	22
	 	“Crew Insurances” means
    insurances against crew risks which	23
	 	shall include but not be limited to death,
    sickness, repatriation,	24
	 	injury, shipwreck unemployment indemnity
    and loss of personal	25
	 	effects.	26
	 	“Group Management
    Agreement” means the agreement dated 13

    November 2010 made between the Parent and the Managers.	 
	 	“Management Services“
    means the services specified in sub-	27
	 	clauses 3.1 to 3.8 as indicated affirmatively
    in Boxes 5 to 12.	28
	 	“ISM Code” means the
    International Management Code for the	29
	 	Safe Operation of Ships and for Pollution
    Prevention as adopted	30
	 	by the International Maritime Organization
    (IMO) by resolution	31
	 	A.741(18) or any subsequent amendment thereto.	32
	 	“ISPS Code”
    means the International Ship and Port Facility	 
	 	Security Code constituted
    pursuant to resolution A.924(22) of	 
	 	the International Maritime
    Organisation now set out in Chapter	 
	 	XI-2 of the International
    Convention for the Safety of Life at Sea	 
	 	(SOLAS) 1974 (as amended)
    and the mandatory ISPS Code as	 
	 	adopted by a Diplomatic
    Conference of the International	 
	 	Maritime Organisation
    on Maritime Security in December 2002	 
	 	and includes any amendments
    or extensions to it and any	 
	 	regulation issued pursuant
    to it.	 
	 	“Parent” means
    Costamare Inc. of Trust Company Complex,	 
	 	Ajeltake Road, Ajeltake
    Island, Majuro, Republic of the Marshall	 
	 	Islands MH96960.	 
	 	“STCW 95” means the
    International Convention on Standards	33
	 	of Training, Certification and Watchkeeping
    for Seafarers, 1978,	34
	 	as amended in 1995 or any subsequent amendment
    thereto.	35
	 	 	 
	2.	Appointment of Managers	36
	 	With effect from the day and year stated
    in Box 4 and continuing	37
	 	unless and until terminated provided herein,
    the Owners	38
	 	hereby appoint the Managers as technical
    and commercial managers	39
	 	of the Vessel and the Managers hereby agree
    to act as the technical	 
	 	and commercial Managers of the Vessel.	40
	 	 	 
	3.	Basis of Agreement	41
	 	Subject to the terms and conditions herein
    provided, during the	42
	 	period of this Agreement, the Managers
    shall carry out	43
	 	Management Services in respect of the Vessel
    as agents for	44
	 	and on behalf of the Owners. Subject
    to Section 4.6 of the Group	45
	 	Management Agreement, Tthe
    Managers shall have authority	 
	 	to take such actions as they may from time
    to time in their absolute	46
	 	discretion consider to be necessary to
    enable them to perform	47
	 	this Agreement in accordance with sound
    ship management	48






	practice.	49
	 	 	 
	3.1	Crew Management	50
	(only applicable if agreed according to Box 5)	51
	The Managers shall provide suitably qualified Crew for the Vessel	52
	as required by the Owners in accordance with the STCW 95	53
	requirements, provision of which includes but is not limited to	54
	the following functions:	55
	(i)	selecting and engaging
    the Vessel’s Crew, including payroll	56
	 	arrangements, pension administration, and
    insurances for	57
	 	the Crew other than those mentioned in
    Clause 6;	58
	(ii)	ensuring that the
    applicable requirements of the law of the	59
	 	flag of the Vessel are satisfied in respect
    of manning levels,	60
	 	rank, qualification and certification of
    the Crew and	61
	 	employment regulations including Crew’s
    tax, social	62
	 	insurance, discipline and other requirements;	63
	(iii)	ensuring that all
    members of the Crew have passed a medical	64
	 	examination with a qualified doctor certifying
    that they are fit	65
	 	for the duties for which they are engaged
    and are in possession	66
	 	of valid medical certificates issued in
    accordance with	67
	 	appropriate flag State requirements. In
    the absence of	68
	 	applicable flag State requirements the
    medical certificate shall	69
	 	be dated not more than three months prior
    to the respective	70
	 	Crew members leaving their country of domicile
    and	71
	 	maintained for the duration of their service
    on board the Vessel;	72
	(iv)	ensuring that the
    Crew shall have a command of the English	73
	 	language of a sufficient standard to enable
    them to perform	74
	 	their duties safely;	75
	(v)	arranging transportation
    of the Crew, including repatriation,	76
	board and lodging as and when required at rates and types of	 
	accommodations as customary in the industry;	 
	(vi)	training of the Crew
    and supervising their efficiency;	77
	(vii)	keeping and maintaining
    full and complete records of any	78
	labor agreements which may be entered into with the Crew and,	 
	if applicable, conducting
    union negotiations;	 
	(viii)	operating the Managers’
    drug and alcohol policy unless	79
	 	otherwise agreed
    in writing.	80
	 	 	 
	3.2	Technical Management	81
	(only applicable if agreed according to Box 6)	82
	The Managers shall provide technical management which	83
	includes, but is not limited to, the following functions:	84
	(i)	provision of competent
    personnel to supervise the	85
	 	maintenance and general efficiency of the
    Vessel;	86
	(ii)	arrangement and supervision
    of dry dockings, repairs,	87
	 	alterations and the upkeep of the Vessel
    to the standards	88
	 	required by the Owners provided that the
    Managers shall	89
	 	be entitled to incur the necessary expenditure
    to ensure	90
	 	that the Vessel will comply with the law
    of the flag of the	91
	 	Vessel and of the places where she trades,
    and all	92
	 	requirements and recommendations of the
    classification	93
	 	society;	94
	(iii)	arrangement of the
    supply of necessary stores, spares and	95
	 	lubricating oil;	96
	(iv)	appointment of surveyors
and technical consultants as the	97
	 	Managers may consider from time to time
    to be necessary;	98
	(v)	development, implementation
and maintenance of a Safety	99
	 	Management System (SMS) in accordance with
    the ISM	100
	 	Code (see sub-clauses 4.2 and 5.3)
    and of a security system in	101
	 	accordance with the ISPS
    Code;	 
	 	(vi) handling any claims
    against the builder of the Vessel	 
	 	arising out of the relevant
    shipbuilding contract, if	 
	 	applicable; and	 
	 	(vii) on request by the
    Owners, providing the Owners with a	 
	 	copy of any inspection
    report, survey, valuation or any other	 
	 	similar report prepared
    by any shipbrokers, surveyors, the	 
	 	Class etc..	 
	 	 	 
	3.3	Commercial Management	102
	(only applicable if agreed according to Box 7)	103
	The Managers shall provide the commercial  operation of the	104






 


This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.



    	 



    	



    


PART II


“SHIPMAN 98” Standard Ship Management
Agreement




 


	Vessel, as required by the Owners, which includes, but is not	105
	limited to, the following functions:	106
	(i)	providing chartering services in accordance with the Owners’	107
	 	instructions which include, but are not limited to, seeking	108
	 	and negotiating employment for the Vessel and the conclusion	109
	 	(including the execution thereof) of charter parties or other	110
	 	contracts relating to the employment of the Vessel, whether on a

voyage, tie, demise, contract affreightment or other 

basis. If such a	111
	 	contract exceeds the period and is for a rate that is less than	112
	 	the rate, in either case, stated in Box 13, consent thereto	 
	 	in writing shall first be obtained from the Owners.	113
	(ii)	arranging of the proper payment to Owners or their nominees	114
	 	of all hire and/or freight revenues or other moneys of	115
	 	whatsoever nature to which Owners may be entitled arising	116
	 	out of the employment of or otherwise in connection with the	117
	 	Vessel;	118
	(iii)	providing voyage estimates and accounts and calculating of	119
	 	hire, freights, demurrage and/or despatch moneys due from	120
	 	or due to the charterers of the Vessel;	121
	(iv)	issuing to the Crewof appropriate voyage instructions and 

monitoring voyage performance;	122
	(v)	appointing agents;	123
	(vi)	appointing stevedores;	124
	(vii)	arranging surveys associated with the commercial operation	125
	 	of the Vessel;	126
	 	(viii) carrying out
    the necessary communications with the 	 
	 	shippers, charterers and others involved with the receiving 

and handling of the Vessel at the relevant loading and	 
	 	discharging ports, including sending any notices required 

under the terms of the Vessel’s employment at the time;	 
	 	(ix) Invoicing on behalf of the Owners all freights, hires, 

demurrages, outgoing claims, refund of taxes, balances of	 
	 	disbursements, statements of account and other sums due 

to the Owners and account receivables arising from the 	 
	 	operation of the Vessel and, upon the request of the Owners, 

Issuing releases on behalf of the Owners upon receipt of	 
	 	payment or settlement of any such amounts;	 
	 	(x) preparing off-hire statements and/or hire statements;	 
	 	(xi) procuring and arranging’ for port entrance and clearance,	 
	 	pilots, consular approvals and other services necessary for 

the management and safe operation of  the Vessel; and	 
	 	(xii) reporting to the Owners of any major casualties, 

damages received or caused by the Vessel or any major	 
	 	release or discharge of oil or other hazardous material not in compliance with any laws.	 
	3.4	Insurance Arrangements’	127
	(only applicable if agreed according to Box 8)	128
	The Managers shall arrange insurances in accordance with	129
	Clause 6, on such terms and conditions as the Owners shall	130
	have instructed or agreed, in particular regarding underwriters, 

conditions,	131
	insured values, deductibles and franchises.	132
	 	 	 
	3.5	Accounting Services	133
	(only applicable if agreed according to Box 9)	134
	Without prejudice to the relevant provisions of the Group	135
	Management Agreement and, in particular, but without	 
	limitation, Section 4.11, Section 5.1 and Section 10.6 thereof, 

Tthe Managers shall:	 
	(i)	establish an accounting system which meets the	136
	 	requirements of the Owners and provide regular accounting	137
	 	services, supply regular reports and records,	138
	(ii)	maintain the records of all costs and expenditure
incurred	139
	 	as well as data necessary or proper for the settlement of	140
	 	accounts between the parties.	 
	 	 	 
	3.6	Sale or Purchase of the Vessel	142
	(only applicable if agreed according to Box 10)	143
	The Managers shall, in accordance with the Owners’ instructions,	144
	supervise the sale or purchase of  the Vessel, including the	145
	performance of any sale or purchase agreement, but not	146






	 	negotiation of the same.  The Managers shall, on the request of the 	147
	 	Owners, either directly or by employing the services of a broker,	 
	 	endeavor to procure a buyer for the Vessel at a price and	 
	 	otherwise on terms acceptable to the Owners.	 
	 	3.7	Provisions (only
    applicable if agreed according to Box 11)	148
	 	The Managers shall arrange for the supply of provisions.	149
	 	 	 	 
	 	3.8	Bunkering (only
    applicable if agreed according to Box 12)	150
	 	The Managers shall arrange for the provision of bunker fuel of the	151
	 	quality specified by the Owners as required for the Vessel’s trade.	152
	 	 	 	 
	4.	Managers’ Obligations	153
	 	4.1	Without prejudice to the relevant provisions of the Group 	154
	 	Management Agreement and in particular, but without limitation	 
	 	to the foregoing, the provisions of Section 2.3, Section 4.1,	 
	 	Section 4.5 and Section 4.7 thereof, Tthe Managers undertake to	 
	 	use their best endeavours commercially reasonable efforts to	 
	 	provide the agreed Management Services as agents for and on	155
	 	behalf of the Owners in accordance with sound ship management	156
	 	practice and to protect and promote the interests of the Owners in	157
	 	all matters relating to the provision of services hereunder.	158
	 	Provided, however, that the Managers in the performance of their	159
	 	management responsibilities under this Agreement shall be entitled	160
	 	to have regard to their overall responsibility in relation to all vessels	161
	 	as may from time to time be entrusted to their management and	162
	 	in particular, but without prejudice to the generality of the foregoing,	163
	 	the Managers shall be entitled to allocate available supplies,	164
	 	manpower and services in such manner as in the prevailing	165
	 	circumstances the Managers in their absolute discretion consider	166
	 	to be fair and reasonable.	167
	 	4.2	Where the Managers are providing Technical Management	168
	 	in accordance with sub-clause 3.2, they shall procure that the	169
	 	requirements of the law of the flag of the Vessel are satisfied and	170
	 	they shall in particular be deemed to be the “Company” as defined	171
	 	by the ISM Code, assuming the responsibility for the operation of	172
	 	the Vessel and taking over the duties and responsibilities imposed	173
	 	by the ISM Code and/or the ISPS Code when applicable.	174
	 	 	 	 
	5.	Owners’ Obligations	175
	 	5.1	Without prejudice to the relevant provisions of the
Group	176
	 	Management Agreement, Tthe
    Owner shall pay all sums due to the	 
	 	Managers punctually	 
	 	in accordance with the terms of this Agreement.	177
	 	5.2	Where the Managers are providing Technical Management	178
	 	in accordance with sub-clause 3.2, the Owners shall procure that the
 Owners shall:	179
	 	(i)	procure that all officers and ratings supplied
by them or on	180
	 	 	their behalf comply with the requirements of STCW 95;	181
	 	(ii)	instruct such officers and ratings to obey all
    reasonable orders	182
	 	 	of the Managers in connection with the operation of the	183
	 	 	Managers’ safety management system.	184
	 	5.3	Where the Managers are not providing Technical Management	185
	 	in accordance with sub-clause 3.2, the Owners shall procure that the	186
	 	requirements of the law of the flag of the Vessel are satisfied	187
	 	and that they, or such other entity as may be appointed by them	188
	 	and identified to the Managers, shall be deemed to be the	189
	 	“Company” as defined by the ISM Code assuming the responsibility	190
	 	for the operation of the Vessel and taking over the duties and	191
	 	responsibilities imposed by the ISM Code when applicable.	192
	 	 	 	 
	6	Insurance Policies	193
	 	The Owners shall procure, whether by instructing the Managers	194
	 	under sub-clause 3.4 or otherwise, that throughout the period of	195
	 	this Agreement:	196
	 	6.1	at the Owners’ expense, the Vessel is insured for not less	197
	 	than her sound market value or entered for her full gross tonnage,	198
	 	as the case may be for:	199
	 	(i)	usual hull and machinery marine risks (including
crew	200
	 	 	negligence) and excess liabilities;	201
	 	(ii)	protection and indemnity risks (including pollution
risks and	202






 


This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.




    	 



    	



    



PART II


“SHIPMAN 98”
Standard Ship Management Agreement








 

	 	 	Crew Insurances); and	 	203
	 	(iii) war risks (including protection and indemnity and crew risks);	 	204
	 	and	 	 
	 	(iv) any other insurance that the Owners determine or the
 Managers advise them in writing that, in either case, it is
 prudent or, as the case may be, appropriate on the basis of
 prevailing market practices to be obtained in respect of the
 Vessel, its freight/hire or any third party liabilities,	 	 
	 	 	 	 	 
	 	in each case in accordance with the best practice of prudent owners	 	205
	 	of	 	 
	 	vessels of a similar type to the Vessel, with first class insurance	 	206
	 	companies, underwriters or associations (“the Owners’	 	207
	 	Insurances”);	 	208
	 	6.2 all premiums and calls and applicable deductibles and/or	 	209
	 	franchises on the Owners’ Insurances are paid	 	 
	 	promptly by their due date,	 	210
	 	6.3 the Owners’ Insurances name the Managers and, subject	 	211
	 	to underwriters’ agreement, any third party designated by the	 	212
	 	Managers as a joint assured, with full cover, with the Owners	 	213
	 	obtaining cover in respect of each of the insurances specified in	 	214
	 	sub-clause 6.1:	 	215
	 	(i) 	on terms whereby the Managers and any such third party	 	216
	 	are liable in respect of premiums or calls arising in connection	 	217
	 	with the Owners’ Insurances; or	 	218
	 	(ii) 	if reasonably obtainable, on terms such that neither the	 	219
	 	Managers nor any such third party shall be under any	 	220
	 	liability in respect of premiums or calls arising in connection	 	221
	 	with the Owners’ Insurances; or	 	222
	 	(iii)	on such
    other terms as may be agreed in writing.	 	223
	 	Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left	 	224
	 	blank then (i) applies.	 	225
	 	6.4 written evidence is provided, to the reasonable satisfaction	 	226
	 	of the Managers, of their compliance with their obligations under	 	227
	 	Clause 6 within a reasonable time of the commencement of	 	228
	 	the Agreement, and of each renewal date and, if specifically	 	229
	 	requested, of each payment date of the Owners’ Insurances.	 	230
	 	 	 	 	 
	7.	Income Collected and Expenses Paid on Behalf of Owners	 	231
	 	7.1 Without prejudice to the provisions of Section 10.7 of the
 Group Management Agreement, Aall moneys collected by the
 Managers under the terms of	 	232
	 	this Agreement (other than moneys payable by the Owners to	 	233
	 	the Managers) and any interest thereon shall be held to the	 	234
	 	credit of the Owners in a separate bank account.	 	235
	 	7.2 Without prejudice to the provisions of Section 9.7, Section
 10.5 and Section 10.8 of the Group Management Agreement, Aall
 expenses incurred by the Managers under the terms	 	236
	 	of this Agreement on behalf of the Owners (including expenses	 	237
	 	as provided in Clause 8) may be debited against the Owners	 	238
	 	in the account referred to under sub-clause 7.1 but shall in any	 	239
	 	event remain payable by the Owners to the Managers on	 	240
	 	demand. For the avoidance of doubt, the Managers can make
 such demand on the Owners as well as on the Parent as
 provided in Section 10.5 of the Group Management Agreement.
 Furthermore and without prejudice to the generality of the
 provisions of this Clause 7, the Managers shall, subject to being
 placed in funds by the Owners or the Parent, arrange for the
 payment of all ordinary charges incurred in connection with the
 Management Services, including, but not limited to, all canal
 tolls, port charges, any amounts due to any governmental
 authority with respect to the Crew and all duties and taxes In
 respect of the Vessel, the cargo, hire or freight (whether levied
 against the Owners, the Parent or the Vessel), insurance
 premiums, advances of balances of disbursements, invoices for
 bunkers, stores, spares, provisions, repairs and any other
 material and/or service In respect of the Vessel.	 	241
	8.	Management Fee	 	242
	 	8.1 The Owners shall pay to the Managers for their services	 	243
	 	as Managers under this Agreement an annualthe management	 	244
	 	fees as stated in Box 15 Section 9.1(a) and Section 9.1(b) of the
 Group Management Agreement which shall be payable by equal 	 	245
	 	monthly instalments in advance, the first instalment being monthly	 	246









 

	 	in accordance with the provisions of Article IX of the Group
 Management Agreement.	 	 
	 	payable on the commencement of this Agreement (see Clause	 	247
	 	2 and Box 4) and subsequent instalments being payable every	 	248
	 	month.	 	249
	 	 		 	
	 	8.2 The management fee shall be subject to an annualreview	 	250
	 	in accordance with the provisions of Sections 9.2 and 9.3 of the
 Group Management Agreementon the anniversary date of the
 Agreement and the proposed	 	251
	 	fee shall be presented in the annual budget referred to in sub-	 	252
	 	clause 9.1.	 	253
	 	8.3 The Managers shall, at no extra cost to the Owners, provide	 	254
	 	their own office accommodation, office staff, facilities and	 	255
	 	stationery. Without limiting the generality of Clause 7 the Owners	 	256
	 	shall reimburse the Managers for postage and communication	 	257
	 	expenses, travelling expenses, and other out of pocket	 	258
	 	expenses properly incurred by the Managers in pursuance of	 	259
	 	the Management Services.	 	260
	 	8.4 The provisions of Section 9.4, Section 9.5, Section 9.6 and
 Section 9.7 of the Group Management Agreement shall be
 deemed as incorporated herein mutatis mutandis.	 	261
	 	8.5 The Managers have the right to demand the payment of any
 of the management fees and expenses payable under this
 Agreement either from the Parent or the Owners. Payment of any
 such fees or expenses or any part thereof by either the
 Parent or the Owners shall prevent the Managers from making a
 claim on the other person for the same amount to the extent
 that the same has been already paid to the Managers.
 In the event of the appointment of the Managers being	 	 
	 	terminated by the Owners or the Managers in accordance with	 	262
	 	the provisions of Clauses 17 and 18 other than by reason of	 	263
	 	default by the Managers, or if the Vessel is lost, sold or otherwise.	 	264
	 	Disposed of, the “management fee” payable to the Managers	 	265
	 	According to the provisions of sub-clause 8.1, shall continue to	 	266
	 	be payable for a further period of three calendar months as	 	267
	 	from the termination date. In addition, provided that the	 	268
	 	Managers provide Crew for the Vessel in accordance with sub-	 	269
	 	clause-3,1:	 	270
	 	(i) 	the Owners shall continue to pay Crew Support
Costs during	 	271
	 	 	the said further period of three calendar months and	 	272
	 	(ii) 	the Owners shall pay an equitable proportion
of any	 	273
	 	 	Severance Costs which may materialize, not exceeding	 	274
	 	 	the amount stated in Box 16.	 	275
	 	 8.5 If the Owners decide to lay up the Vessel whilst this	 	276
	 	Agreement remains in force and such lay up lasts for more	 	277
	 	than three months, an appropriate reduction of the management	 	278
	 	fee for the period exceeding three months until one month	 	279
	 	before the Vessel is again put into service shall be mutually	 	280
	 	agreed between the parties.	 	281
	 	8.6 Unless otherwise agreed in writing all discounts and	 	282
	 	commissions obtained by the Managers in the course of the	 	283
	 	management of the Vessel shall be credited to the Owners.	 	284
	 	 	 	 
	9.	Budgets and Management of Funds	 	285
	 	9.1 The Owners are aware that the Managers will be preparing
 budgets In connection with, inter alia, the provision of the
 Management Services which the Managers will be submitting
 for approval to the Parent in accordance with the provisions of
 Article X of the Group Management Agreement.The Managers
 shall present to the Owners annually a	 	286
	 	budget for the following twelve months in such form as the	 	287
	 	Owners require. The budget for the first year hereof is set out	 	288
	 	in Annex “C” hereto. Subsequent annual budgets shall be	 	289
	 	prepared by the Managers and submitted to the Owners not	 	290
	 	less than three months before the anniversary date of the	 	291
	 	commencement of this Agreement (see Clause 2 and Box 4).	 	292
	 	9.2 The Owners shall indicated to the Managers their acceptance	 	293
	 	and approval of the annual budget within one month of	 	294
	 	presentation and in the absence of any such indication the	 	295
	 	Managers shall be entitled to assume that the Owners have	 	296
	 	accepted the proposed budget.	 	297
	 	9.3 Following the agreement of the budget, the Managers shall	 	298








 


This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.



    	 



    	



    

PART II


“SHIPMAN 98”
Standard Ship Management Agreement




 

	 	prepare and present to the Owners their estimate of the working	 	299
	 	capital requirement of the Vessel and the Managers shall each	 	300
	 	month up date this estimate. Based thereon. Without prejudice to
 the right of the Managers to ask for funds in relation to the
 Management Services directly from the Parent in accordance
 with the relevant provisions of the Group Management
 Agreement, the Managers shall	 	301
	 	each month request the Owners in writing for the funds required	 	302
	 	to run the Vessel for the ensuing month, including the payment	 	303
	 	of any occasional or extraordinary item of expenditure, such as	 	304
	 	emergency repair costs, additional insurance premiums, bunkers	 	305
	 	or provisions. Such funds shall be received by the Managers	 	306
	 	within ten running days after the receipt by the Owners of the	 	307
	 	Managers’ written request and shall be held to the credit of the	 	308
	 	Owners in a separate bank account in the name of the Managers
 or, if requested by the managers, in the name of the Owners.	 	309
	 	9.4 The Managers shall produce a comparison between	 	310
	 	budgeted and actual income and expenditure of the Vessel in	 	311
	 	such form as required by the Owners monthly or at such other	 	312
	 	intervals as mutually agreed.	 	313
	 	9.5 Notwithstanding anything contained herein to
    the contrary,	 	314
	 	The Managers shall in no circumstances be required to use or	 	315
	 	commit their own funds to finance the provision of the	 	316
	 	Management Services.	 	317
	 	 	 	 	 
	10.	Managers’ Right to Sub-Contract	 	318
	 	Except to a Related Manager (where the Manager may	 	319
	 	subcontract any of their obligations hereunder, without need of	 	 
	 	obtaining the Owner’s consent for doing so), Tthe Managers
 shall not have the right to sub-contract any of	 	 
	 	their obligations hereunder, including those mentioned in sub-	 	320
	 	clause 3.1,
    without the prior written consent of the Owners which	 	321
	 	shall not be unreasonably withheld and which shall be promptly responded to. In the event of such a sub-	 	322
	 	contract the Managers shall remain fully liable for the due	 	323
	 	performance of their obligations under this Agreement.	 	324
	 	 	 	 	 
	11.	Responsibilities	 	325
	 	 	 	 	326
	 	The parties agree that the provisions of Sections 11.1 to 11.5 (inclusive) of the Group Management Agreement, shall apply to this Agreement mutatis mutandis, save that references therein 
 to “any Shipmanagement Agreement or any Supervision Agreement” shall be omitted and references to “Parent”, “any 
 member of the Group”, “Manager”, “any Submanager”, “a Vessel”, “Section”, “Management Fees”, “each 
 Shipmanagement Agreement”, “Group” and “Article XI” shall be construed as references to the Owners, the Owners, the Managers, any submanager, the Vessel, Clause, management 
 fee, this Agreement, the Owners and Clause 11, respectively, when used herein.	 	 
	 	 	 	 	 
		11.1 Force Majeure - Neither the Owners nor the Managers	 	 
	 	shall be under any liability for any failure to perform any of their	 	327
	 	obligations hereunder by reason of any cause whatsoever of	 	328
	 	any nature or kind beyond their reasonable control.	 	329
	 	11.2 Liability to Owners - (i) Without prejudice to sub-clause	 	330
	 	11.1, the Managers shall be under no liability whatsoever to the	 	331
	 	Owners for any loss, damage, delay or expense of whatsoever	 	332
	 	nature, whether direct or indirect, (including but not limited to	 	333
	 	lose of profit arising out of or in connection with detention of or	 	334
	 	delay to the Vessel) and howsoever arising in the course of	 	335
	 	performance of the Management Services UNLESS same is	 	336
	 	proved to have resulted solely from the negligence, gross	 	337
	 	negligence or wilful default of the Managers or their employees,	 	338
	 	or agents or sub-contractors employed by them in connection	 	339
	 	with the Vessel, in which case (save where loss, damage, delay	 	340
	 	or expense has resulted from the Managers’ personal act or	 	341
	 	omission committed with the intent to cause same or recklessly	 	342
	 	and with knowledge that such loss, damage, delay or expense	 	343
	 	would probably result) the Managers’ liability for each incident	 	344
	 	or series of incidents giving rise to a claim or claims shall never	 	345
	 	Exceed a total of ten times the annual management fee payable	 	346










 


	 	hereunder.	 	347
	 	(ii) Notwithstanding anything that may appear to the contrary in	 	348
	 	this Agreement, the Managers shall not be liable for any of the	 	349
	 	actions of the Crew, even if such actions are negligent, grossly	 	350
	 	negligent or wilful, except only to the extent that they are shown	 	351
	 	to have resulted from a failure by the Managers to discharge	 	352
	 	their obligations under sub-clause 3.1, in which case their liability	 	353
	 	shall be limited in accordance with the terms of this Clause 11.	 	354
	 	11.3 Indemnity - Except to the extent and solely for the amount	 	355
	 	therein set out that the Managers would be liable under sub-	 	356
	 	clause 11.2, the Owners hereby undertake to keep the Managers	 	357
	 	and their employees, agents and sub-contractors indemnified	 	358
	 	and to hold them harmless against all actions, proceedings,	 	359
	 	claims, demands or liabilities whatsoever or howsoever arising	 	360
	 	which may be brought against them or incurred or suffered by	 	361
	 	them arising out of or in connection with the performance of the	 	362
	 	Agreement, and against and in respect of all costs, losses,	 	363
	 	damages and expenses (including legal costs and expenses on	 	364
	 	a full indemnity basis) which the Managers may suffer or incur	 	365
	 	(either directly or indirectly) in the course of the performance of	 	366
	 	this Agreement.	 	367
	 	11.4 “Himalaya” - It is hereby expressly agreed that no	 	368
	 	employee or agent of the Managers (including every sub-	 	369
	 	contractor from time to time employed by the Managers) shall in	 	370
	 	Any circumstances whatsoever be under any liability whatsoever	 	371
	 	to the Owners for any loss, damage or delay of whatsoever kind	 	372
	 	arising or resulting directly or indirectly from any act, neglect or	 	373
	 	default on his part while acting in the course of or in connection	 	374
	 	with his employment and, without prejudice to the generality of	 	375
	 	the foregoing provisions in this Clause 11, every exemption,	 	376
	 	limitation, condition and liberty herein contained and every right,	 	377
	 	exemption from liability, defence and immunity of whatsoever	 	378
	 	nature applicable to the Managers or to which the Managers are	 	379
	 	entitled hereunder shall also be available and shall extend to	 	380
	 	protect every such employee or agent of the Managers acting	 	381
	 	as aforesaid and for the purpose of all the foregoing provisions	 	382
	 	of this Clause 11 the Managers are or shall be deemed to be	 	383
	 	acting as agent or trustee on behalf of and for the benefit of all	 	384
	 	persons who are or might be their servants or agents from time	 	385
	 	to time (including sub-contractors as aforesaid) and all such	 	386
	 	persons shall to this extent be or be deemed to be parties to this	 	387
	 	Agreement.	 	388
	 	 	 	 	 
	12.	Documentation	 	389
	 	Without prejudice to the relevant provisions of the Group 
 Management Agreement, Wwhere the Managers are providing Technical Management in	 	390
	 	accordance with sub-clause 3.2 and/or Crew Management in	 	391
	 	accordance with sub-clause 3.1,
    they shall make available,	 	392
	 	upon Owners’ request, all documentation and records related	 	393
	 	to the Safety Management System (SMS) and/or the Crew	 	394
	 	which the Owners need in order to demonstrate compliance	 	395
	 	with the ISM Code, the ISPS Code and STCW 95 or to defend a	 	396
	 	claim against	 	 
	 	a third party.	 	397
	 	 	 	 	 
	13.	General Administration	 	398
	 	13.1 Without prejudice to the provisions of Article V of the
    
 Group Management Agreement, but subject to the provisions of Section 4.6 of the
    Group Management Agreement, Tthe
    
 Managers shall handle and settle all claims arising	 	399
	 	out of the Management Services hereunder and keep the Owners	 	400
	 	informed regarding any incident of which the Managers become	 	401
	 	aware which gives or may give rise to material claims or disputes involving	 	402
	 	third parties.	 	403
	 	13.2 The Managers shall, as instructed by the Owners under this Agreement and/or, as the case may be, Section 4.6 of the Group Management Agreement, bring	 	404
	 	or defend actions, suits or proceedings in connection with matters	 	405
	 	entrusted to the Managers according to this Agreement.	 	406









 


This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.



    	 



    	



    


PART II


“SHIPMAN 98” Standard Ship Management
Agreement


 

	 	13.3 The Managers shall also have power to obtain legal or	407
	 	technical or other outside expert advice in relation to
    the handling	408
	 	and settlement of claims and disputes or all other matters	409
	 	affecting the interests of the Owners in respect of the
    Vessel.	410
	 	13.4	The Owners shall arrange
    for the provision of any	411
	 	necessary guarantee bond or other security.	412
	 	13.5	Any costs reasonably incurred by the Managers in	413
	 	carrying out their
    obligations according to Clause 13 shall be	414
	 	reimbursed by the Owners.	415
	 	 	 
	14.	Auditing	416
	 	The Managers shall at all times maintain and keep true and	417
	 	correct accounts and shall make the same available for inspection	418
	 	and auditing by the Owners at such times as may be mutually	419
	 	agreed. On the termination, for whatever reasons, of this	420
	 	Agreement, the Managers shall release to the Owners, if
    so	421
	 	requested, the originals where possible, or otherwise certified	422
	 	copies, of all such accounts and all documents specifically
    relating	423
	 	to the Vessel and her operation. For the avoidance of
    any doubt,

    this Clause is in addition to and not in substitution of the 
 relevant provisions of the Group Management Agreement.	424
	15.	Inspection of Vessel	425
	 	The Owners shall have the right at any time after giving	426
	 	reasonable notice to the Managers to inspect the Vessel
    for any	427
	 	reason they consider necessary.	428
	 	 	 
	16.	Compliance with Laws and Regulations	429
	 	The Managers will not do or permit to be done anything which	430
	 	might cause any breach or infringement of the laws and	431
	 	regulations of the Vessel’s flag, or of the places
    where she trades.	432
	 	 	 	 	 
	17.	Duration of the Agreement	433
	 	This Agreement shall come into effect on the day and year
    stated	434
	 	in Box 4
and shall continue until the date the Group

Management Agreement is terminated in accordance with the provisions of Article XIII thereof, unless this Agreement is terminated
earlier 

in accordance with the provision of Clause 18 hereofthe date 

stated in Box 17.	435
	 	Thereafter it shall continue until terminated by
    either party giving	436
	 	to the other notice in writing, in which event the
    Agreement shall	437
	 	terminate upon the expiration of a period of two
    months from the	438
	 	date upon which such notice was given.	439
	 	 	 	 	 
	18.	Termination	440
	 	18.1	Owners’ default	441
	 	(i)	The Managers shall be entitled to terminate the Agreement	442
	 		with immediate effect by notice in writing if any moneys	443
	 		payable by the Owners under this Agreement and/or
    the	444
	 		owners of any associated vessel, details of which
    are listed	445
	 		in Annex “D”,
shall not have been received in the Managers’	446
	 		nominated account within ten20 running
    Business dDays 

of receipt by	447
	 	 	 	 	 
	 		the Owners of the Managers written request or if the Vessel	448
	 		is repossessed by the Mortgagees.	449
	 	(ii)	If the Owners:	450
	 		(a)	fail
    to meet their obligations under sub-clauses 5.2	451
	 		 	and 5.3 of this Agreement
    for any reason within their	452
	 		 	control, or	453
	 		(b)	proceed with the employment of or
    continue to employ	454
	 		 	the Vessel in the carriage of contraband, blockade	455
	 		 	running, or in an unlawful trade, or on a voyage which	456
	 		 	in the reasonable opinion of the Managers is unduly	457
	 		 	hazardous or improper,	458
	 		the Managers may give notice of the default to the Owners,	459
	 		requiring them to remedy it as soon as practically possible.	460
	 		In the event that the Owners fail to remedy it within a	461
	 		reasonable time20 Business Days of receipt
    by the Owners of 

    the Managers’ written request to the satisfaction of the 

    Managers, the	462
	 		Managers shall be entitled to terminate the Agreement	463






	 		with immediate effect by notice in writing.	464
	 	18.2	Managers’ Default	465
	 	If the Managers
    fail to meet their obligations under Clauses 3	466
	 	and 4 of
    this Agreement for any reason within the control of the	467
	 	Managers, the Owners may give notice to the Managers of
    the	468
	 	default, requiring them to remedy it within 20 Business
    Daysas 
 soon as practically	469
	 	possible. In the event that the Managers
    fail to remedy it within a	470
	 	reasonable timesuch period to the
    satisfaction of the Owners, the Owners	471
	 	shall be entitled to terminate the Agreement with immediate
    effect	472
	 	by notice in writing.	473
	 	18.3	Extraordinary Termination	474
	 	This Agreement shall be deemed to be terminated in the case
    of	475
	 	the sale of the Vessel or if the Vessel becomes a total
    loss or is	476
	 	declared as a constructive or compromised or arranged total	477
	 	loss or is requisitioned.	478
	 	18.4	For
    the purpose of sub-clause 18.3 hereof	479
	 	(i)	the date upon which the Vessel is to be treated as having	480
	 		been sold or otherwise disposed of shall be the date on	481
	 		which the Owners cease to be registered as Owners of	482
	 		the Vessel;	483
	 	(ii)	the Vessel shall not be deemed to be lost unless either	484
	 		she has become an actual total loss or agreement has	485
	 		been reached with her underwriters in respect of her	486
	 		constructive, compromised or arranged total loss or if such	487
	 		agreement with her underwriters is not reached it is	488
	 		adjudged by a competent tribunal that a constructive loss	489
	 		of the Vessel has occurred.	490
	 	18.5 The parties agree that the provisions of Sections 13.4(a) 
 to 13.4(d) (inclusive) of the Group Management Agreement, shall 
 apply to this Agreement mutatis mutandis. This Agreement shall 
 terminate forthwith in the event of	491
	 	an order being made or resolution passed for the
    winding up,	492
	 	dissolution, liquidation or bankruptcy of either
    party (otherwise	493
	 	than for the purpose of reconstruction or amalgamation)
    or if a	494
	 	receiver is appointed, or if it suspends payment,
    ceases to carry	495
	 	on business or makes any special arrangement or
    composition	496
	 	with its creditors.	497
	 	18.6	The termination of this Agreement shall be without	498
	 	prejudice to all rights accrued due between the parties
    prior to	499
	 	the date of termination.	500
	 	 	 	 
	19.	Law and Arbitration	501
	 	19.1 This Agreement and any non-contractual obligations connected with it shall be governed by and construed in	502
	 	accordance
                                         with English law. All disputes arising out of this 

                                         Agreement and/or any non-contractual obligations connected 

                                         with it shall be arbitrated in London in the following manner. 
 One arbitrator
                                         is to be appointed by each of the parties hereto 
 and a third by the two so
                                         chosen. Their decision or that of any 
 two of them shall be final. The arbitrators
                                         shall be commercial 

                                         persons, conversant with shipping matters. Such arbitration is 
 to be conducted
                                         in accordance with the London Maritime 

                                         Arbitration Association (LMAA) Terms current at the time when 

                                         the arbitration proceedings are commenced and in accordance 

                                         with the Arbitration Act 1996 or any statutory modification or re-

                                         enactment thereof. In the event that a party hereto shall state a 

                                         dispute and designate an arbitrator in writing, the other party 

                                         shall have 10 Business Days to designate its own arbitrator. If 

                                         such other party fails to designate its own arbitrator within such 

                                         period, the arbitrator appointed by the first party can render an 

                                         award hereunder. Until such time as the arbitrators finally close 

                                         the hearings, either party shall have the right by written notice 

                                         served on the arbitrators and on the other party to specify 
 further disputes
                                         or differences under this Agreement for hearing 

                                         and determination. The arbitrators may grant any relief, and 

                                         render an award, which they or a majority of them deem just and 

                                         equitable and within the scope of this Agreement, including but 

                                         not limited to the posting of security. Awards pursuant to this 

                                         Clause 19.1 may include costs and judgments may be entered 

                                         upon any award made herein in any court having jurisdiction.


and any dispute arising out of or 


	503
	 	 	 
	 	in connection with this Agreement shall be referred
    to arbitration	504






 

This document is a computer generated SHIPMAN
98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification
made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall
apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO
approved document and this computer generated document.




    	 



    	



    



PART II


“SHIPMAN 98” Standard Ship Management
Agreement


 

	 	 	in London in accordance with the Arbitration Act 1996-or	505
	 	 	any statutory modification or re-enactment thereof save to	506
	 	 	the extent necessary to give effect to the provisions of this	507
	 	 	Clause.	508
	 	 	The arbitration shall be conducted in accordance with the	509
	 	 	London Maritime Arbitrators Association (LMAA) Terms	510
	 	 	current at the time when the arbitration proceedings are	511
	 	 	commenced.	512
	 	 	The reference shall be to three arbitrators. A party wishing	513
	 	 	to refer a dispute to arbitration shall appoint its arbitrator	514
	 	 	and send notice of such appointment in writing to the other	515
	 	 	party requiring the other party to appoint its own arbitrator	516
	 	 	within 14 calendar days of that notice and stating that it will	517
	 	 	appoint its arbitrator as solo arbitrator unless the other party	518
	 	 	appoints its own arbitrator and gives notice that it has done	519
	 	 	so within the 14 days specified. If the other party does not	520
	 	 	appoint its own arbitrator and give notice that it has done
    so	521
	 	 	within the 14 days specified, the party referring a dispute
    to	522
	 	 	arbitration may, without the requirement of any further prior	523
	 	 	notice to the other party, appoint its arbitrator as sole	524
	 	 	arbitrator and shall advice the other party accordingly. The	525
	 	 	award of a sole arbitrator shall be binding on both parties	526
	 	 	as if he had been appointed by agreement.	527
	 	 	Nothing herein shall prevent the parties agreeing in writing	528
	 	 	to vary these provisions to provide for the appointment of a	529
	 	 	sole arbitrator.	530
	 	 	In cases where neither the claim nor any counterclaim	531
	 	 	exceeds the sum of USD50,000 (or such other sum as the	532
	 	 	parties may agree) the arbitration shall be conducted in	533
	 	 	accordance with the LMAA Small Claims Procedure current	534
	 	 	at the time when the arbitration proceedings are commenced.	535
	 	 	19.2This Agreement shall be governed by and construed	536
	 	 	in accordance with Title 9 of the United States Code and 	537
	 	 	the Maritime Law of the United States and any dispute	538






	 	arising out of or in connection with this Agreement
    shall be	539
	 	referred to three persons at New York, one to be
    appointed	540
	 	by each of the parties hereto, and the third by
    the two so	541
	 	chosen; their decision or that of any two of them
    shall be	542
	 	final, and for the purposes of enforcing any award,	543
	 	judgement may be entered on an award by any court
    of	544
	 	competent jurisdiction. The proceedings shall be
    conducted	545
	 	in accordance with the rules of the Society of Maritime	546
	 	Arbitrators, Inc.	547
	 	In cases where neither the claim nor any counterclaim	548
	 	exceeds the sum of USD50,000 (or such other sum
    as the	549
	 	parties may agree) the arbitration shall be conducted
    in	550
	 	accordance with the Shortened Arbitration Procedure
    of the	551
	 	Society of Maritime Arbitrators, Inc. current at
    the time when	552
	 	the arbitration proceedings are commenced.	553
	 	19.3 This Agreement shall be governed by and construed	554
	 	in accordance with the laws of the place mutually
    agreed by	555
	 	the parties and any dispute arising out of or in
    connection	556
	 	with this Agreement shall be referred to arbitration
    at a	557
	 	mutually agreed place, subject to the procedures
    applicable	558
	 	there.	 	559
	 	19.4	If
    Box 18 in Part I is not appropriately filled in, sub-	560
	 	clause 19.1
    of this Clause shall apply.	561
	 	 	 	 
	 	Note: 19.1,
    19.2 and 19.3 are alternatives; indicate	562
	 	alternative agreed
    in Box 18.	563
	 	 	 	 
	20.	Notices	564
	 	20.1	Any notice to be given by either party
    to the other	565
	 	party shall be in writing and may be sent by fax, telex,	566
	 	registered or recorded mail or by personal service.	567
	 	20.2	The address of the Parties for service
    of such	568
	 	communication shall
    be as stated in Boxes 19 and 20,	569
	 	respectively.	570






 

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