Exhibit 10.7



 


 


 


 





 







	1.	Date of Agreement

         

        15 FEBRUARY 2013


	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

         

        KAYLEY SHIPPING CO.


	 	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)

     

    Upon delivery to Owners under Shipbuilding Contract dd 28.01.2011 between Owners and Sungdong Shipbuilding & Marine
    Engineering

    Co., Ltd. as amended and/or supplemented

	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$ 45,000

         
	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/ KAYLEY SHIPPING CO.


 


	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:

    15 FEBRUARY 2013

    Name of Vessel(s):

    MSC ATHOS


 


Particulars of Vessel(s):

    Flag: Greek

    IMO NO.: 9618317

    GT: 95,158

    NT: 36,334




 







 



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

Section 1.1
    of the Group Management Agreement.	 	19
	 	“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 3	 	 
	 	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 as provided herein, the Owners	 	38
	 	hereby appoint the Managers as the technical and commercial

managers of the Vessel and
    the Managers hereby agree	 	39
	 	to act as the technical and commercial Mmanagers
    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

Management Agreement,
    Tthe Managers shall have authority	 	45
	 	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, time, demise, contract of affreightment or other

    basis.  If such a	111
	 	 	contract exceeds the period and is for a rate that is less than

    the rate, in either case, stated in Box 13,
    consent thereto 	112
	 	 	in writing shall be first 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 Crew of
    appropriate voyage instructions and	122
	 	monitoring voyage performance;	 
	 	(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, 	131
	 	conditions,	 
	 	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.	141
	 	 	 	 
	 	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
    Owners 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:	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	186
	 	the 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
	 	6.2all premiums and calls and
    applicable deductibles and/or	209
	 	franchises on the Owners’ Insurances are paid	 
	 	promptly by their due date,	210
	 	6.3the 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
	 	6.4written 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
	 	8.1The Owners shall pay to the Managers for
    their services	243
	 	as Managers under this Agreement an annual
    the management	244
	 	fees as stated in Box 15 Section
    9.1(a) and Section 9(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 provision of Article IX of
    the Group

    Management Agreement.

    payable on the commencement of this Agreement (see Clause	247
	 	2 and Box 4) and subsequent installments being payable
    every	248
	 	month.	249
	 	8.2The management fee shall be subject to an
    annual review	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
	 	8.3The 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
	 	8.4The 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.


8.5The 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


	261
	 	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
	 	8.5If 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
	 	8.6Unless 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
	 	9.1The 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
	 	9.2The Owners shall indicate 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
	 	9.3Following
    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 submanagers, 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, 	424
	 	this Clause is in addition to and not in substitution of the	 
	 	relevant provisions of the Group Management Agreement.	 
	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 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 	491
	 	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	 
	 	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 	502
	 	connected with it shall be governed by and construed in	 
	 	accordance with English law. All disputes arising out of this	503
	 	
        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


	 
	 	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 advise 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
	 	19.2 This 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
	 	20.1Any 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
	 	20.2The address of the Parties for service of such	568
	 	communication shall be as stated in Boxes
    19 and 20,	569
	 	respectively.	570







 

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.