Exhibit 10.22

 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

 

	
1.            Date of Agreement

6th January 2005
    	
 
    	
 
    	
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)
    
EXCELSIOR NV
    

Name

De Gerlachekaal, 20

Place of registered   office
    
2000   Antwerpen
    

Law of registry
    
Belgium
    

 
    	
 
    	
 
    	
3.            Managers (name, place of registered office and law of   registry) (CI. 1)
    
TECTO nv
    

Name
    
De Gerlachekaal 20
    

Place of registered   office
    
2000   Antwerpen
    

Law of registry
    
Belgium
    
    
	
 
    	
 
    	
 
    	
 
    
	
4.            Day and year of commencement of Agreement (CI. 2)

see clause 21
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
5.            Crew Management (state “yes” or “no” as agreed) (CI.   3.1)

Yes
    	
 
    	
 
    	
6.            Technical Management (state “yes” or “no” as agreed)   (CI. 3.2)

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

No
    	
 
    	
 
    	
8.            Insurance Arrangements (state “yes” or “no” as   agreed) (CI. 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) (CI. 3.6)

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

Yes
    	
 
    	
 
    	
12.       Bunkering (state “yes” or “no” as agreed) (CI. 3.8)

No
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
13.       Chartering Services Period (only to be filled in if   “yes” stated in Box 7) (CI. 3.3(i))

No
    	
 
    	
 
    	
14         Owners’ Insurance (state alternative (i),   (ii) or (iii) of CI. 6.3)

Clause   6.3. (II)
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
15.       Annual Management Fee (state annual amount) (CI. 8.1)

*****   USD
    	
 
    	
 
    	
16.       Severance Costs (state maximum amount) (CI. 8.4(ii))

At cost,   as per applicable Collective Bargaining Agreement
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
17.       Day and year of termination of Agreement (CI. 17)

Duration   (Cl. 17):

20 years   with 2 options to extend for each 5 years at Owner’s option
    	
 
    	
 
    	
18.       Law and Arbitration (state alternative 19.1, 19.2 or   19.3; if 19.3 place of arbitration must be stated) (CI. 19)

Clause 19.1
    
	
 
    	
 
    	
 
    	
 
    
	
19.       Notices (state postal and cable address, telex, and   telefax number for serving notice and communication to the Owners)   (CI. 20)

EXCELSIOR nv

De Gerlachekaai 20

2000 ANTWERPEN

Tel : 32.2.247.5611

Fax : 32.3.248.2740

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

TECTO nv

De Gerlachekaai 20

2000 ANTWERPEN

Tel : 32.2.247.5011

Fax : 32.3.247.5091

 
    


 

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/   [illegible]    /s/ [illegible]

 
    	
 
    	
 
    	
Signature(s) (Managers)   

 

/s/   [illegible]    /s/ [illegible]

 
    


 

Copyright, published by

The Baltic and International Maritime Council (BIMCO), Copenhagen

ISSUED:  August 1998

 









 

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1 
    	
1.              Definitions
    	
57
    	
“STCW 95” means the International
    
	
2
    	
In   this Agreement save where the context
    	
58
    	
Convention   on Standards of Training,
    
	
3
    	
otherwise   requires, the following words and
    	
59
    	
Certification   and Watchkeeping for Seafarers,
    
	
4
    	
expressions   shall have the meanings hereby
    	
60
    	
1978,   as amended in 1995 or any subsequent
    
	
5
    	
assigned   to them.
    	
61
    	
amendment   thereto.
    
	
6
    	
 
    	
62
    	
 
    
	
7
    	
“Affiliate of the Owners” means   any person,
    	
63 
    	
2.              Appointment of Managers
    
	
8
    	
who controls, is controlled by, or   is under
    	
64
    	
With   effect from the day and year staled in Box
    
	
9
    	
common control with the Owners or   the
    	
65
    	
4   and continuing unless and until terminated as
    
	
10
    	
Exmar group. For the purpose of   this
    	
66
    	
provided   herein, the Owners hereby appoint the
    
	
11
    	
definition, the term “control”   means the
    	
67
    	
Managers   and the Managers hereby agree to
    
	
12
    	
beneficial ownership of fifty   percent (50%) or
    	
68
    	
act   as the Managers of the Vessel.
    
	
13
    	
more of the voting shares of a   company or
    	
69
    	
 
    
	
14
    	
other entity or of the equivalent   rights to
    	
70 
    	
3.              Basis of Agreement
    
	
15
    	
determine the decisions of such a   company or
    	
71
    	
Subject   to the terms and conditions herein
    
	
16
    	
other entity.
    	
72
    	
provided,   during the period of this Agreement,
    
	
17
    	
“Owners” means the party identified in   Box 2.
    	
73
    	
the   Managers shall carry out Management
    
	
18
    	
“Managers” means the party identified in   Box
    	
74
    	
Services   in respect of the Vessel as agents for
    
	
19
    	
3.
    	
75
    	
and   on behalf of the Owners. The Managers
    
	
20
    	
“Vessel” means the vessel or vessels   details of
    	
76
    	
shall   have authority to take such actions as they
    
	
21
    	
which   are set out in Annex “A” attached
    	
77
    	
may   from time to time in their absolute
    
	
22
    	
hereto.
    	
78
    	
reasonable discretion   consider to be necessary
    
	
23
    	
“Crew” means the Master, officers and   ratings
    	
79
    	
to   enable them to perform this Agreement in
    
	
24
    	
of   the numbers, rank and nationality specified
    	
80
    	
accordance   with sound ship management
    
	
25
    	
in   Annex “B” attached hereto.
    	
81
    	
practice,   provided, however,   that Managers
    
	
26
    	
“Crew Support Costs” means all expenses   of a
    	
82
    	
shall have authority to take such   actions from
    
	
27
    	
general   nature which are not particularly
    	
83
    	
time to time in their absolute   discretion
    
	
28
    	
referable   to any individual vessel for the time
    	
84
    	
consider to be necessary with respect   to
    
	
29
    	
being   managed by the Managers and which are
    	
85
    	
health, safety and security of the   Vessel and
    
	
30
    	
incurred   by the Managers for the purpose of
    	
86
    	
Crew and environmental protection.
    
	
31
    	
providing   an efficient and economic
    	
87
    	
3.1 Crew Management  (only applicable if
    
	
32
    	
management   service and, without prejudice to
    	
88
    	
agreed   according to Box 5) The Managers shall
    
	
33
    	
the   generality of the foregoing, shall include
    	
89
    	
provide   suitably qualified Crew for the Vessel
    
	
34
    	
the   cost of crew standby pay, training schemes
    	
90
    	
as   required by the Owners in accordance with
    
	
35
    	
for   officers and ratings, cadet training schemes,
    	
91
    	
the   STCW 95 requirements, provision of which
    
	
36
    	
sick   pay, study pay, recruitment and
    	
92
    	
includes   but is not limited to the following
    
	
37
    	
interviews.
    	
93
    	
functions:
    
	
38
    	
“Severance Costs” means the costs which   the
    	
94
    	
(i)             selecting and engaging the   Vessel’s Crew,
    
	
39
    	
employers   are legally obliged to pay to or in
    	
95
    	
including   payroll arrangements, pension
    
	
40
    	
respect   of the Crew as a result of the early
    	
96
    	
administration,   and insurances for the
    
	
41
    	
termination   of any employment contract for
    	
97
    	
Crew   other than those mentioned in
    
	
42
    	
service   on the Vessel.
    	
98
    	
Clause   6;
    
	
43
    	
“Crew Insurances” means insurances   against
    	
99
    	
(ii)          ensuring that the applicable   requirements
    
	
44
    	
crew   risks which shall include but not be
    	
100
    	
of   the law of the flag of the Vessel are
    
	
45
    	
limited   to death, sickness, repatriation, injury,
    	
101
    	
satisfied   in respect of manning levels,
    
	
46
    	
shipwreck   unemployment indemnity and loss
    	
102
    	
rank,   qualification and certification of the
    
	
47
    	
of   personal effects.
    	
103
    	
Crew   and employment regulations
    
	
48
    	
“Management Services” means the services
    	
104
    	
including   Crew’s tax, social insurance,
    
	
49
    	
specified   in sub-clauses 3.1 to 3.8 as indicated
    	
105
    	
discipline   and other requirements;
    
	
50
    	
affirmatively   in Boxes 5 to 12.
    	
 
    	
 
    
	
51
    	
“ISM Code” means the International
    	
 
    	
 
    
	
52
    	
Management   Code for the Safe Operation of
    	
 
    	
 
    
	
53
    	
Ships   and for Pollution Prevention as adopted
    	
 
    	
 
    
	
54
    	
by   the International Maritime Organization
    	
 
    	
 
    
	
55
    	
(IMO)   by resolution A.741(18) or any
    	
 
    	
 
    
	
56
    	
subsequent   amendment thereto.
    	
 
    	
 
    


 











 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

 

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1
    	
 
    	
54
    	
System   (SMS) in accordance with the ISM
    
	
2
    	
(iii)       ensuring that all members   of the Crew
    	
55
    	
Code   (see sub-clauses 4.2 and 5.3).
    
	
3
    	
have   passed a medical examination with a
    	
56
    	
(vi)     For   expenses and major repair works
    
	
4
    	
qualified   doctor certifying that they are fit
    	
57
    	
not included in the budget and
    
	
5
    	
for   the duties for which they are engaged
    	
58
    	
estimated to exceed USD ***** (or the
    
	
6
    	
and   are in possession of valid medical
    	
59
    	
equivalent in foreign currency), the
    
	
7
    	
certificates   issued in accordance with
    	
60
    	
Managers shall inform the Owners
    
	
8
    	
appropriate   flag State requirements. In the
    	
61
    	
before placing the order.
    
	
9
    	
absence   of applicable flag State
    	
62
    	
(vii) The technical management services
    
	
10
    	
requirements   the medical certificate shall
    	
63
    	
include the installation of a planned
    
	
11
    	
be   dated not more than three months prior
    	
64
    	
maintenance and safety management
    
	
12
    	
to   the respective Crew members leaving
    	
65
    	
software tool, called respectively Ulysses
    
	
13
    	
their   country of domicile and maintained
    	
66
    	
and ISManager.
    
	
14
    	
for   the duration of their service on board
    	
67
    	
3.3 Commercial Management
    
	
15
    	
the   Vessel;
    	
68
    	
(only applicable if agreed according to Box 7)
    
	
16
    	
(iv)      ensuring that the Crew   shall have a
    	
69
    	
The Managers shall provide the commercial
    
	
17
    	
command   of the English language of a
    	
70
    	
operation of the Vessel, as required by the
    
	
18
    	
sufficient   standard to enable them to
    	
71
    	
Owners which includes, but is not limited to,
    
	
19
    	
perform   their duties safely;
    	
72
    	
the following functions:
    
	
20
    	
(v)         arranging transportation   of the Crew,
    	
73
    	
(i)             providing   chartering services in
    
	
21
    	
including   repatriation;
    	
74
    	
accordance with the Owners’ instructions
    
	
22
    	
(vi)      training of the Crew and   supervising their
    	
75
    	
which include, but are not limited to,
    
	
23
    	
efficiency;
    	
76
    	
seeking and negotiating employment for
    
	
24
    	
(vii) conducting   union negotiations;
    	
77
    	
the Vessel and the conclusion (including
    
	
25
    	
(viii) operating the Managers’ drug and   alcohol
    	
78
    	
the execution thereof) of charter parties or
    
	
26
    	
policy   unless otherwise agreed.
    	
79
    	
other contracts relating to the employment
    
	
27
    	
 
    	
80
    	
of the Vessel. If such a contract exceeds
    
	
28
    	
3.2 Technical Management
    	
81
    	
the period stated in Box 13, consent
    
	
29
    	
(only applicable if agreed according to Box 6)
    	
82
    	
thereto in writing shall first be obtained
    
	
30
    	
The   Managers shall provide technical
    	
83
    	
from the Owners.
    
	
31
    	
management   which includes, but is not limited
    	
84
    	
(ii)          arranging of   the proper payment to
    
	
32
    	
to,   the following functions:
    	
85
    	
Owners or their nominees of all hire
    
	
33
    	
(i)             provision of competent   personnel to
    	
86
    	
and/or freight revenues or other moneys of
    
	
34
    	
supervise   the maintenance and general
    	
87
    	
whatsoever nature to which Owners may
    
	
35
    	
efficiency   of the Vessel:
    	
88
    	
be entitled arising out of the employment
    
	
36
    	
(ii)          arrangement and   supervision of dry
    	
89
    	
of or otherwise in connection with the
    
	
37
    	
dockings,   repairs, alterations and the
    	
90
    	
Vessel;
    
	
38
    	
upkeep   of the Vessel to the standards
    	
91
    	
(iii)       providing   voyage estimates and accounts
    
	
39
    	
required   by the Owners provided that the
    	
92
    	
and calculating of hire, freights,
    
	
40
    	
Managers   shall be entitled to incur the
    	
93
    	
demurrage and/or dispatch moneys due
    
	
41
    	
necessary   expenditure to ensure that the
    	
94
    	
from or due to the charterers of the Vessel;
    
	
42
    	
Vessel   will comply with the law of the flag
    	
95
    	
(iv)      issuing of   voyage instructions;
    
	
43
    	
of   the Vessel and of the places where she
    	
96
    	
(v)         appointing   agents;
    
	
44
    	
trades,   and all requirements and
    	
97
    	
(vi)      appointing   stevedores;
    
	
45
    	
recommendations   of the classification
    	
98
    	
(vii)   arranging   surveys associated with the
    
	
46
    	
society;
    	
99
    	
commercial operation of the Vessel.
    
	
47
    	
(iii)       arrangement of the supply   of necessary
    	
100
    	
 
    
	
48
    	
stores,   spares and lubricating oil;
    	
101
    	
3.4 Insurance Arrangements
    
	
49
    	
(iv)      appointment of surveyors   and technical
    	
102
    	
(only applicable if agreed according to Box 8)
    
	
50
    	
consultants   as the Managers may consider
    	
103
    	
The   Managers shall arrange insurances in
    
	
51
    	
from   time to time to be necessary:
    	
104
    	
accordance   with Clause 6, on such terms and
    
	
52
    	
(v)         development,   implementation and
    	
105
    	
conditions   as the Owners shall have instructed
    
	
53
    	
maintenance   of a Safety Management
    	
 
    	
 
    


 











 

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1
    	
or   agreed, in particular regarding conditions,
    	
56
    	
4.2 Where the Managers are   providing
    
	
2
    	
insured   values, deductibles and franchises.
    	
57
    	
Technical   Management in accordance with
    
	
3
    	
 
    	
58
    	
sub-clause   3.2, they shall procure that the
    
	
4
    	
3.5 Accounting Services
    	
59
    	
requirements   of the law of the flag of the
    
	
5
    	
(only applicable if agreed according to Box 9)
    	
60
    	
Vessel   are satisfied and they shall in particular
    
	
6
    	
The   Managers shall:
    	
61
    	
be   deemed to be the “Company” as defined by
    
	
7
    	
(i)             establish an accounting   system which
    	
62
    	
the   ISM Code, assuming the responsibility for
    
	
8
    	
meets   the requirements of the Owners and
    	
63
    	
the   operation of the Vessel and taking over the
    
	
9
    	
provide   regular accounting services,
    	
64
    	
duties   and responsibilities imposed by the ISM
    
	
10
    	
supply   regular reports and records,
    	
65
    	
Code   when applicable.
    
	
11
    	
(ii)          maintain the records of   ail costs and
    	
66
    	
 
    
	
12
    	
expenditure   incurred as well as data
    	
67 
    	
5.              Owners’ Obligations
    
	
13
    	
necessary   or proper for the settlement of
    	
68
    	
5.1 The Owners shall pay all   sums due to the
    
	
14
    	
accounts   between the parties.
    	
69
    	
Managers   punctually in accordance with the
    
	
15
    	
 
    	
70
    	
terms   of this Agreement.
    
	
16
    	
3.6 Sale or Purchase of the Vessel
    	
71
    	
5.2 Where the Managers are   providing
    
	
17
    	
(only applicable if agreed according to Box 10)
    	
72
    	
Technical Management in accordance with
    
	
18
    	
The Managers shall, in accordance with the
    	
73
    	
sub-clause 3.2, the Owners shall:
    
	
19
    	
Owners’ instructions, supervise the sale or
    	
74
    	
(i)             procure that   all officers and ratings
    
	
20
    	
purchase of the Vessel, including the
    	
75
    	
supplied by them or on their behalf
    
	
21
    	
performance of any sale or purchase
    	
76
    	
comply with the requirements of STCW
    
	
22
    	
agreement, but not negotiation of the same.
    	
77
    	
95;
    
	
23
    	
 
    	
78
    	
(ii)          instruct such   officers and ratings to obey
    
	
24
    	
3.7 Provisions (only applicable if agreed
    	
79
    	
all reasonable orders of the Managers in
    
	
25
    	
according to Box 11)
    	
80
    	
connection with the operation of the
    
	
26
    	
The   Managers shall arrange for the supply of
    	
81
    	
Managers’ safety management system.
    
	
27
    	
provisions.
    	
82
    	
5.3 Where the managers are   not providing
    
	
28
    	
 
    	
83
    	
Technical Management in accordance with
    
	
29
    	
3.8 Bunkering (only applicable if agreed
    	
84
    	
sub-clause 3.2, the Owners shall procure that
    
	
30
    	
according to Box 12) the Managers   shall
    	
85
    	
the requirements of the law of the flag of the
    
	
31
    	
arrange for the provision of the bunker fuel of
    	
86
    	
Vessel are satisfied and that they, or such other
    
	
32
    	
the quality specified by the Owners as required
    	
87
    	
entity as may be appointed by them and
    
	
33
    	
for the Vessel’s trade.
    	
88
    	
identified to the Managers, shall be deemed to
    
	
34
    	
 
    	
89
    	
be the “Company” as defined by the ISM Code
    
	
35 
    	
4.              Managers’ Obligations
    	
90
    	
assuming the responsibility for the operation of
    
	
36
    	
4.1 The Managers undertake to   use their best
    	
91
    	
the Vessel and taking over the duties and
    
	
37
    	
endeavours   to provide the agreed Management
    	
92
    	
responsibilities imposed by the ISM Code
    
	
38
    	
Services   as agents for and on behalf of the
    	
93
    	
when applicable.
    
	
39
    	
Owners   in accordance with sound ship
    	
94
    	
 
    
	
40
    	
management   practice and to protect and
    	
95 
    	
6.              Insurance Policies
    
	
41
    	
promote   the interests of the Owners in all
    	
96
    	
The   Owners shall procure, whether by
    
	
42
    	
matters   relating to the provision of services
    	
97
    	
instructing   the Managers under sub-clause 3.4
    
	
43
    	
hereunder.   Provided, however, that the
    	
98
    	
or   otherwise, that throughout the period of this
    
	
44
    	
Managers   in the performance of their
    	
99
    	
Agreement:
    
	
45
    	
management   responsibilities under this
    	
100
    	
6.1 at the Owners’ expense,   the Vessel is
    
	
46
    	
Agreement   shall be entitled to have regard to
    	
101
    	
insured   for not less than her sound market
    
	
47
    	
their   overall responsibility in relation to all
    	
102
    	
value   or entered for her full gross tonnage, as
    
	
48
    	
vessels   as may from time to time be entrusted
    	
103
    	
the   case may be for:
    
	
49
    	
to   their management and in particular, but
    	
104
    	
(i)             usual hull and machinery   marine risks
    
	
50
    	
without   prejudice to the generality of the
    	
105
    	
(including   crew negligence) and excess
    
	
51
    	
foregoing,   the Managers shall be entitled to
    	
106
    	
liabilities;
    
	
52
    	
allocate   available supplies, manpower and
    	
107
    	
(ii)          protection and indemnity   risks (including
    
	
53
    	
services   in such manner as in the prevailing
    	
108
    	
pollution   risks and Crew Insurances): and
    
	
54
    	
circumstances   the Managers in their absolute
    	
109
    	
(iii)       war risks (including   protection and
    
	
55
    	
discretion   consider to be fair and reasonable.
    	
110
    	
indemnity   and crew risks) in accordance
    
	
 
    	
 
    	
111
    	
with   the best practice of prudent owners of
    


 









 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

 

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1
    	
vessels   of a similar type to the Vessel, with
    	
54
    	
in   Box 15 which shall be payable by equal
    
	
2
    	
first   class insurance companies,
    	
55
    	
monthly   instalments in advance, the first
    
	
3
    	
underwriters   or associations (“the Owners’
    	
56
    	
instalment   being payable on the
    
	
4
    	
Insurances”),
    	
57
    	
commencement   of this Agreement (see Clause
    
	
5
    	
6.2 all premiums and calls on   the Owners’
    	
58
    	
2   and Box 4) and subsequent instalments being
    
	
6
    	
Insurances   are paid promptly by their due date,
    	
59
    	
payable   every month.
    
	
7
    	
6.3 the Owners’ Insurances   name the Managers
    	
60
    	
8.2 The management fee shall   be subject to an
    
	
8
    	
and,   subject to underwriters’ agreement, any
    	
61
    	
annual   adjustment based on   the changes In
    
	
9
    	
third   party designated by the Managers as a
    	
62
    	
the Belgian Consumer Index as of   each
    
	
10
    	
joint   assured, with full cover, with the Owners
    	
63
    	
January 1st in accordance   with the formula
    
	
11
    	
obtaining   cover in respect of each of the
    	
64
    	
set out hereunder:
    
	
12
    	
insurances   specified in sub-clause 6.1:
    	
65
    	
 
    
	
13
    	
(i)             on terms   whereby the managers and any
    	
66
    	
*****
    
	
14
    	
such third party are liable in respect of
    	
67
    	
 
    
	
15
    	
premiums or calls arising in connection
    	
68
    	
*****
    
	
16
    	
with the Owners’ Insurances; or
    	
69
    	
 
    
	
17
    	
(ii)          if reasonably obtainable,   on terms such
    	
70
    	
*****
    
	
18
    	
that   neither the Managers nor any such
    	
71
    	
 
    
	
19
    	
third   party shall be under any liability in
    	
72
    	
*****
    
	
20
    	
respect   of premiums or calls arising in
    	
73
    	
 
    
	
21
    	
connection   with the Owners’ Insurances;
    	
74
    	
*****
    
	
22
    	
or
    	
75
    	
 
    
	
23
    	
(iii)       on such other   terms as may be agreed in
    	
76
    	
review
    
	
24
    	
writing.
    	
77
    	
on the anniversary date of the Agreement and
    
	
25
    	
Indicate alternative (i), (ii) or (iii) in Box 14. If
    	
78
    	
the proposed fee shall be presented in the
    
	
26
    	
Box 14 is left blank then (i) applies.
    	
79
    	
annual budget referred to in sub-clause 9.1.
    
	
27
    	
6.4 written evidence is   provided, to the
    	
80
    	
8.3 The Managers shall, at no   extra cost to the
    
	
28
    	
reasonable   satisfaction of the Managers, of
    	
81
    	
Owners,   provide their own office
    
	
29
    	
their   compliance with their obligations under
    	
82
    	
accommodation,   office staff, facilities and
    
	
30
    	
Clause 6 within a reasonable time of the
    	
83
    	
stationery.   Without limiting the generality of
    
	
31
    	
commencement   of the Agreement, and of each
    	
84
    	
Clause 7 the Owners shall reimburse the
    
	
32
    	
renewal   date and, if specifically requested, of
    	
85
    	
Managers   for postage and communication
    
	
33
    	
each   payment date of the Owners’ Insurances.
    	
86
    	
expenses, warehousing expenses, travelling
    
	
34 
    	
7.              Income Collected and Expenses Paid on
    	
87
    	
expenses,   and other out of pocket expenses
    
	
35
    	
Behalf of Owners
    	
88
    	
properly   incurred by the Managers in
    
	
36
    	
7.1 All moneys collected by   the Managers
    	
89
    	
pursuance   of the Management Services.
    
	
37
    	
under   the terms of this Agreement (other than
    	
90
    	
8.4 In the event of the   appointment of the
    
	
38
    	
moneys   payable by the Owners to the
    	
91
    	
Managers   being terminated by the Owners or
    
	
39
    	
Managers)   and any interest thereon shall be
    	
92
    	
the   Managers in accordance with the
    
	
40
    	
held   to the credit of the Owners in a separate
    	
93
    	
provisions   of Clauses 17 and 18 other than by
    
	
41
    	
bank   account.
    	
94
    	
reason   of default by the Managers, or if the
    
	
42
    	
7.2 All expenses incurred by   the Managers
    	
95
    	
Vessel   is lost, sold or otherwise disposed of,
    
	
43
    	
under   the terms of this Agreement on behalf of
    	
96
    	
the   “management fee” payable to the Managers
    
	
44
    	
the   Owners (including expenses as provided in
    	
97
    	
according   to the provisions of sub-clause 8.1,
    
	
45
    	
Clause   8) may be debited against the Owners
    	
98
    	
shall   continue to be payable for a further period
    
	
46
    	
in   the account referred to under sub-clause 7.1
    	
99
    	
of   three calendar months as from the
    
	
47
    	
but   shall in any event remain payable by the
    	
100
    	
termination date. In addition, provided   that the
    
	
48
    	
Owners   to the Managers on demand.
    	
101
    	
Managers   provide Crew for the Vessel in
    
	
49
    	
 
    	
102
    	
accordance   with sub-clause 3.1:
    
	
50 
    	
8.              Management Fee
    	
103
    	
(i)             the Owners shall continue   to pay Crew
    
	
51
    	
8.1 The Owners shall pay to   the Managers for
    	
104
    	
Support   Costs during the said further
    
	
52
    	
their   services as Managers under this
    	
105
    	
period   of three calendar months and
    
	
53
    	
Agreement   an annual management fee as stated
    	
 
    	
 
    


 











 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

 

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1
    	
(ii) the   Owners shall pay an equitable
    	
54
    	
date of the commencement of this Agreement
    
	
2
    	
proportion   of any Severance Costs which
    	
55
    	
(see   Clause 2 and Box 4).
    
	
3
    	
may   materialize, not exceeding the amount
    	
56
    	
9.2 The Owners shall indicate   to the Managers
    
	
4
    	
stated   in Box 16. The   Managers will
    	
57
    	
their   acceptance and approval of the annual
    
	
5
    	
exercise a good faith effort to   arrange
    	
58
    	
budget   within one month of presentation and in
    
	
6
    	
alternative employment for any
    	
59
    	
the   absence of any such indication the
    
	
7
    	
terminated employee in order to   mitigate
    	
60
    	
Managers   shall be entitled to assume that the
    
	
8
    	
or eliminate severance costs.
    	
61
    	
Owners   have accepted the proposed budget.
    
	
9
    	
8.5   If the Owners decide to lay-up the Vessel
    	
62
    	
9.3 Following the agreement   of the budget, the
    
	
10
    	
whilst   this Agreement remains in force and
    	
63
    	
Managers   shall prepare and present to the
    
	
11
    	
such   lay-up lasts for more than three months,
    	
64
    	
Owners   their estimate of the working capital
    
	
12
    	
an   appropriate reduction of the management
    	
65
    	
requirement   of the Vessel (i.e.   on twelfth of
    
	
13
    	
fee   for the period exceeding three months until
    	
66
    	
the budget) and the   Managers shall each month
    
	
14
    	
one   month before the Vessel is again put into
    	
67
    	
up-dale   this estimate. Based thereon, the
    
	
15
    	
service   shalt be mutually agreed between the
    	
68
    	
Managers   shall each month request the Owners
    
	
16
    	
parties.   In the event of a   lay-up of more than
    	
69
    	
in   writing for the funds required to run the
    
	
17
    	
three months Managers shall   exercise
    	
70
    	
Vessel   for the ensuing month, including the
    
	
18
    	
reasonable efforts to reduce crew   costs.
    	
71
    	
payment   of any occasional or extraordinary
    
	
19
    	
8.6 Unless otherwise agreed   in writing all
    	
72
    	
item   of expenditure, such as emergency repair
    
	
20
    	
discounts   and commissions obtained by the
    	
73
    	
costs,   additional insurance premiums, bunkers
    
	
21
    	
Managers   in the course of the management of
    	
74
    	
or   provisions. Such funds shall be received by
    
	
22
    	
the   Vessel shall be credited to the Owners.
    	
75
    	
the   Managers within ten running days after the
    
	
23
    	
8.7. Supplementary fees will be   charged on a
    	
76
    	
receipt   by the Owners of the Managers’ written
    
	
24
    	
***** basis for any technical or   marine
    	
77
    	
request   and shall be held to the credit of the
    
	
25
    	
superintendency services or   inspections and
    	
78
    	
Owners   in a separate bank account.
    
	
26
    	
IT support by Managers carried out   on
    	
79
    	
9.4 The Managers shall   produce a comparison
    
	
27
    	
board/on Terminal, in excess of   ***** days
    	
80
    	
between   budgeted and actual income and
    
	
28
    	
per year. The following rates   shall apply : $
    	
81
    	
expenditure   of the Vessel in such form as
    
	
29
    	
***** for a superintendent and   $***** for an
    	
82
    	
required   or approved   by the Owners monthly,
    
	
30
    	
ICT technician, *****. Those rates   are
    	
83
    	
quarterly or at such   other intervals as mutually
    
	
31
    	
subject to annual adjustments   based on the
    	
84
    	
agreed.
    
	
32
    	
change in the Belgian Consumer   Price Index
    	
85
    	
9.5 Notwithstanding anything   contained
    
	
33
    	
as of each January 1st in   accordance with the
    	
86
    	
herein   to the contrary, the Managers shall in no
    
	
34
    	
formula set out hereunder :
    	
87
    	
circumstances   be required to use or commit
    
	
35
    	
 
    	
88
    	
their   own funds to finance the provision of the
    
	
36
    	
*****
    	
89
    	
Management   Services.
    
	
37
    	
 
    	
90
    	
 
    
	
38
    	
*****
    	
91
    	
10.       Managers’   Right to Sub-Contract
    
	
39
    	
 
    	
92
    	
The   Managers shall not have the right to sub-
    
	
40
    	
*****
    	
93
    	
contract   any of their obligations hereunder,
    
	
41
    	
 
    	
94
    	
including   those mentioned in sub-clause 3.1,
    
	
42
    	
*****
    	
95
    	
without   the prior written consent of the Owners
    
	
43
    	
 
    	
96
    	
which   shall not be unreasonably withheld. In
    
	
44 
    	
9.              Budgets and Management of Funds
    	
97
    	
the   event of such a subcontract the Managers
    
	
45
    	
9.1 The Managers shall present   to the Owners
    	
98
    	
shall   remain fully liable for the due
    
	
46
    	
annually   a budget for the following twelve
    	
99
    	
performance   of their obligations under this
    
	
47
    	
months  calendar year in such form as the
    	
100
    	
Agreement.
    
	
48
    	
Owners   require. The budget for the first year
    	
101
    	
 
    
	
49
    	
hereof   is set out in Annex “C” hereto.
    	
102
    	
11.       Responsibilities
    
	
50
    	
Subsequent   annual budgets shall be prepared
    	
 
    	
 
    
	
51
    	
by   the Managers and submitted to the Owners
    	
 
    	
 
    
	
52
    	
not   less than three months before the 31st
    	
 
    	
 
    
	
53
    	
December of the running year  anniversary
    	
 
    	
 
    


 











 

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1
    	
11.1 Force   Majeure - Neither the Owners nor
    	
57
    	
may   suffer or incur (either directly or
    
	
2
    	
the   Managers shall be under any liability for
    	
58
    	
indirectly)   in the course of the performance of
    
	
3
    	
any   failure to perform any of their obligations
    	
59
    	
this   Agreement.
    
	
4
    	
hereunder   by reason of any cause whatsoever
    	
60
    	
11.4 “Himalaya” - It is hereby   expressly
    
	
5
    	
of   any nature or kind beyond their reasonable
    	
61
    	
agreed   that no employee or agent of the
    
	
6
    	
control.
    	
62
    	
Managers   (including every sub-contractor from
    
	
7
    	
11.2 Liability to Owners - (i) Without
    	
63
    	
time   to time employed by the Managers) shall
    
	
8
    	
prejudice   to sub-clause 11.1, the Managers
    	
64
    	
in   any circumstances whatsoever be under any
    
	
9
    	
shall   be under no liability whatsoever to the
    	
65
    	
liability   whatsoever to the Owners for any loss,
    
	
10
    	
Owners   for any loss, damage, delay or expense
    	
66
    	
damage   or delay of whatsoever kind arising or
    
	
11
    	
of   whatsoever nature, whether direct or
    	
67
    	
resulting   directly or indirectly from any act,
    
	
12
    	
indirect,   (including but not limited to loss of
    	
68
    	
neglect   or default on his part while acting in
    
	
13
    	
profit   arising out of or in connection with
    	
69
    	
the   course of or in connection with his
    
	
14
    	
detention   of or delay to the Vessel) and
    	
70
    	
employment   and, without prejudice to the
    
	
15
    	
howsoever   arising in the course of performance
    	
71
    	
generality   of the foregoing provisions in this
    
	
16
    	
of   the Management Services UNLESS   same is
    	
72
    	
Clause   11, every exemption, limitation,
    
	
17
    	
proved   to have resulted solely from the
    	
73
    	
condition   and liberty herein contained and
    
	
18
    	
negligence,   gross negligence or wilful default
    	
74
    	
every   right, exemption from liability, defence
    
	
19
    	
of   the Managers or their employees, or agents
    	
75
    	
and   immunity of whatsoever nature applicable
    
	
20
    	
or   sub-contractors employed by them in
    	
76
    	
to   the Managers or to which the Managers are
    
	
21
    	
connection   with the Vessel, in which case
    	
77
    	
entitled   hereunder shall also be available and
    
	
22
    	
(save   where loss, damage, delay or expense has
    	
78
    	
shall   extend to protect every such employee or
    
	
23
    	
resulted   from the Managers’ personal act or
    	
79
    	
agent   of the Managers acting as aforesaid and
    
	
24
    	
omission   committed with the intent to cause
    	
80
    	
for   the purpose of all the foregoing provisions
    
	
25
    	
same   or recklessly and with knowledge that
    	
81
    	
of   this Clause 11 the Managers are or shall be
    
	
26
    	
such   loss, damage, delay or expense would
    	
82
    	
deemed   to be acting as agent or trustee on
    
	
27
    	
probably   result) the Managers’ liability for
    	
83
    	
behalf   of and for the benefit of all persons who
    
	
28
    	
each   incident or series of incidents giving rise
    	
84
    	
are   or might be their servants or agents from
    
	
29
    	
to   a claim or claims shall never exceed a total
    	
85
    	
time   to time (including sub-contractors as
    
	
30
    	
of   ten times the annual management fee
    	
86
    	
aforesaid)   and all such persons shall to this
    
	
31
    	
payable   hereunder.
    	
87
    	
extent   be or be deemed to be parties to this
    
	
32
    	
(ii) Notwithstanding   anything that may appear
    	
88
    	
Agreement.
    
	
33
    	
to   the contrary in this Agreement, the
    	
89
    	
 
    
	
34
    	
Managers   shall not be liable for any of the
    	
90
    	
12.       Documentation
    
	
35
    	
actions   of the Crew, even if such actions are
    	
91
    	
Where   the Managers are providing Technical
    
	
36
    	
negligent,   grossly negligent or wilful, except
    	
92
    	
Management   in accordance with sub-clause 3.2
    
	
37
    	
only   to the extent that they are shown to have
    	
93
    	
and/or   Crew Management in accordance with
    
	
38
    	
resulted   from a failure by the Managers to
    	
94
    	
sub-clause   3.1, they shall make available, upon
    
	
39
    	
discharge   their obligations under sub-clause
    	
95
    	
Owners’   request, all documentation and
    
	
40
    	
3.1,   in which case their liability shall be limited
    	
96
    	
records   related to the Safety Management
    
	
41
    	
in   accordance with the terms of this Clause 11.
    	
97
    	
System   (SMS) and/or the Crew which the
    
	
42
    	
11.3 Indemnity - Except to   the extent and
    	
98
    	
Owners   need in order to demonstrate
    
	
43
    	
solely   for the amount therein set out that the
    	
99
    	
compliance   with the ISM Code and STCW 95
    
	
44
    	
Managers   would be liable under sub-clause
    	
100
    	
or   to defend a claim against a third party.
    
	
45
    	
11.2,   the Owners hereby undertake to keep the
    	
101
    	
 
    
	
46
    	
Managers   and their employees, agents and sub-
    	
102
    	
13.       General   Administration
    
	
47
    	
contractors   indemnified and to hold them
    	
103
    	
13.1 The Managers shall handle   and settle all
    
	
48
    	
harmless   against all actions, proceedings,
    	
104
    	
claims   arising out of the Management Services
    
	
49
    	
claims,   demands or liabilities whatsoever or
    	
105
    	
hereunder   and keep the Owners informed
    
	
50
    	
howsoever   arising which may be brought
    	
106
    	
regarding   any incident of which the Managers
    
	
51
    	
against   them or incurred or suffered by them
    	
 
    	
 
    
	
52
    	
arising   out of or in connection with the
    	
 
    	
 
    
	
53
    	
performance   of the Agreement, and against and
    	
 
    	
 
    
	
54
    	
in   respect of all costs, losses, damages and
    	
 
    	
 
    
	
55
    	
expenses   (including legal costs and expenses
    	
 
    	
 
    
	
56
    	
on   a full indemnity basis) which the Managers
    	
 
    	
 
    


 









 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1
    	
become   aware which gives or may give rise to
    	
54
    	
terminate   upon the expiration of a period of
    
	
2
    	
claims   or disputes involving third parties.
    	
55
    	
two   months from the date upon which such
    
	
3
    	
13.2 The Managers shall, as   instructed by the
    	
56
    	
notice   was given.
    
	
4
    	
Owners,   bring or defend actions, suits or
    	
57
    	
Notwithstanding any provision to   the contrary
    
	
5
    	
proceedings   in connection with matters
    	
58
    	
herein, this Agreement shall not   terminate
    
	
6
    	
entrusted   to the Managers according to this
    	
59
    	
upon the transfer of ownership of   the
    
	
7
    	
Agreement.
    	
60
    	
vessel(s) mentioned in Annex   “A” or the
    
	
8
    	
13.3 The Managers shall also   have power to
    	
61
    	
bareboat charter thereof to an   Affiliate of the
    
	
9
    	
obtain   legal or technical or other outside expert
    	
62
    	
Owners, but shall be binding on   any Affiliate
    
	
10
    	
advice   in relation to the handling and
    	
63
    	
of the Owners, legal or physical,   acquiring
    
	
11
    	
settlement   of claims and disputes or all other
    	
64
    	
ownership of the   vessel(s) mentioned in
    
	
12
    	
matters   affecting the interests of the Owners in
    	
65
    	
Annex “A” or the bareboat charter   thereof
    
	
13
    	
respect   of the Vessel.
    	
66
    	
and the Owners shall be   responsible for the
    
	
14
    	
13.4 The Owners shall arrange   for the
    	
67
    	
due performance of the obligations   by such
    
	
15
    	
provision   of any necessary guarantee bond or
    	
68
    	
new owner or bareboat charterer   under this
    
	
16
    	
other   security.
    	
69
    	
Agreement.
    
	
17
    	
13.5 Any costs reasonably   incurred by the
    	
70
    	
 
    
	
18
    	
Managers   in carrying out their obligations
    	
71
    	
18.  Termination
    
	
19
    	
according   to Clause 13 shall be reimbursed by
    	
72
    	
18.1 Owners’   default
    
	
20
    	
the   Owners.
    	
73
    	
(i)    The Managers   shall be entitled to
    
	
21
    	
 
    	
74
    	
terminate   the Agreement with immediate
    
	
22
    	
14.  Auditing
    	
75
    	
effect   by notice in writing if any moneys
    
	
23
    	
The   Managers shall at all times maintain and
    	
76
    	
payable   by the Owners under this
    
	
24
    	
keep   true and correct accounts and shall make
    	
77
    	
Agreement   and/or the owners of any
    
	
25
    	
the   same available for inspection and auditing
    	
78
    	
associated   vessel, details of which are
    
	
26
    	
by   the Owners at such times as may be
    	
79
    	
listed   in Annex “D”, shall not have been
    
	
27
    	
mutually   agreed. On the termination, for
    	
80
    	
received   in the Managers’ nominated
    
	
28
    	
whatever   reasons, of this Agreement, the
    	
81
    	
account   within ten running days of receipt
    
	
29
    	
Managers   shall release to the Owners, if so
    	
82
    	
by   the Owners of the Managers written
    
	
30
    	
requested,   the originals where possible, or
    	
83
    	
request   or if the Vessel is repossessed by
    
	
31
    	
otherwise   certified copies, of all such accounts
    	
84
    	
the   Mortgagees.
    
	
32
    	
and   ail documents specifically relating to the
    	
85
    	
(ii)   If the   Owners:
    
	
33
    	
Vessel   and her operation.
    	
86
    	
(a) fail to meet their obligations under sub-
    
	
34
    	
 
    	
87
    	
clauses 5.2 and 5.3 of this Agreement for
    
	
35
    	
15.  Inspection of Vessel
    	
88
    	
any reason within their control, or
    
	
36
    	
The   Owners shall have the right at any time
    	
89
    	
(b) proceed   with the employment of or
    
	
37
    	
after   giving reasonable notice to the Managers
    	
90
    	
continue   to employ the Vessel in the
    
	
38
    	
to   inspect the Vessel for any reason they
    	
91
    	
carriage   of contraband, blockade running,
    
	
39
    	
consider   necessary.
    	
92
    	
or   in an unlawful trade, or on a voyage
    
	
40
    	
 
    	
93
    	
which   in the reasonable opinion of the
    
	
41
    	
16.  Compliance with Laws and   Regulations
    	
94
    	
Managers   is unduly hazardous or
    
	
42
    	
The   Managers will not do or permit to be done
    	
95
    	
improper,
    
	
43
    	
anything   which might cause any breach or
    	
96
    	
the   Managers may give notice of the default to
    
	
44
    	
infringement   of the laws and regulations of the
    	
97
    	
the   Owners, requiring them to remedy it as
    
	
45
    	
Vessel’s   flag, or of the places where she trades.
    	
98
    	
soon   as practically possible.
    
	
46
    	
 
    	
99
    	
In   the event that the Owners fail to remedy it
    
	
47
    	
17.  Duration of the Agreement
    	
100
    	
within   a reasonable time  ***** days of written
    
	
48
    	
This   Agreement shall come into effect on the
    	
101
    	
notice of such default to the   satisfaction of the
    
	
49
    	
day   and year stated in Box 4 and shall continue
    	
102
    	
Managers,   the Managers shall be entitled to
    
	
50
    	
until   the date stated in Box 17.
    	
103
    	
terminate   the Agreement with immediate effect
    
	
51
    	
Thereafter   it shall continue until terminated by
    	
104
    	
by   notice in writing.
    
	
52
    	
either   party giving to the other notice in
    	
105
    	
18.2 Managers’   Default
    
	
53
    	
writing,   in which event the Agreement shall
    	
 
    	
 
    


 











 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1
    	
If   the Managers are in   material breach of any
    	
53
    	
19.1 This Agreement shall be   governed by and
    
	
2
    	
of  fail to   meet their obligations under  Clauses
    	
54
    	
construed   in accordance with English law and
    
	
3
    	
3 and 4 of this Agreement for any reason
    	
55
    	
any   dispute arising out of or in connection with
    
	
4
    	
within   the control of the Managers, the Owners
    	
56
    	
this   Agreement shall be referred to arbitration
    
	
5
    	
may   give notice to the Managers of the default,
    	
57
    	
in   London in accordance with the Arbitration
    
	
6
    	
requiring   them to remedy it as soon as
    	
58
    	
Act   1996 or any statutory modification or re-
    
	
7
    	
practically   possible and in any   case within
    	
59
    	
enactment   thereof save to the extent necessary
    
	
8
    	
***** days of such notice whenever
    	
60
    	
to   give effect to the provisions of this Clause.
    
	
9
    	
practically possible. In the   event that the
    	
61
    	
The   arbitration shall be conducted in
    
	
10
    	
Managers   fail to remedy the   default within the
    	
62
    	
accordance   with the London Maritime
    
	
11
    	
time permitted  it within   a reasonable time to
    	
63
    	
Arbitrators   Association (LMAA) Terms
    
	
12
    	
the   satisfaction of the Owners, the Owners
    	
64
    	
current   at the time when the arbitration
    
	
13
    	
shalt   be entitled to terminate the Agreement
    	
65
    	
proceedings   are commenced.
    
	
14
    	
with   immediate effect by notice in writing.
    	
66
    	
The   reference shall be to three arbitrators. A
    
	
15
    	
18.3 Extraordinary   Termination
    	
67
    	
party   wishing to refer a dispute to arbitration
    
	
16
    	
This   Agreement shall be deemed to be
    	
68
    	
shall   appoint its arbitrator and send notice of
    
	
17
    	
terminated   in the case of the sale of the Vessel
    	
69
    	
such   appointment in writing to the other party
    
	
18
    	
to a party that is not an   Affiliate of the
    	
70
    	
requiring   the other party to appoint its own
    
	
19
    	
Owners or if the   Vessel becomes a total loss or
    	
71
    	
arbitrator   within 14 calendar days of that notice
    
	
20
    	
is   Declared as a constructive or compromised
    	
72
    	
and   stating that it will appoint its arbitrator as
    
	
21
    	
or   arranged total loss or is requisitioned.
    	
73
    	
sole   arbitrator unless the other party appoints
    
	
22
    	
18.4 For the purpose of   sub-clause 18.3 hereof
    	
74
    	
its   own arbitrator and gives notice that it has
    
	
23
    	
(i)    the date upon   which the Vessel is to be
    	
75
    	
done   so within the 14 days specified. If the
    
	
24
    	
treated   as having Been sold or otherwise
    	
76
    	
other   party does not appoint its own arbitrator
    
	
25
    	
disposed   of shall be the date on which the
    	
77
    	
and   give notice that it has done so within the
    
	
26
    	
Owners   cease to be registered as Owners of
    	
78
    	
14   days specified, the party referring a dispute
    
	
27
    	
the   Vessel;
    	
79
    	
to   arbitration may, without the requirement of
    
	
28
    	
(ii)   the Vessel   shall not be deemed to be lost
    	
80
    	
any   further prior notice to the other party,
    
	
29
    	
unless   either she has become an actual total
    	
81
    	
appoint   its arbitrator as sole arbitrator and shall
    
	
30
    	
loss   or agreement has Been reached with
    	
82
    	
advise   the other party accordingly. The award
    
	
31
    	
her   underwriters in respect of her
    	
83
    	
of   a sole arbitrator shall be binding on both
    
	
32
    	
constructive,   compromised or arranged total
    	
84
    	
parties   as if he had been appointed by
    
	
33
    	
loss   or if such agreement with her
    	
85
    	
agreement.
    
	
34
    	
underwriters   is not reached it is adjudged
    	
86
    	
Nothing   herein shall prevent the parties
    
	
35
    	
by   a competent tribunal that a constructive
    	
87
    	
agreeing   in writing to vary these provisions to
    
	
36
    	
loss   of the Vessel has occurred.
    	
88
    	
provide   for the appointment of a sole arbitrator.
    
	
37
    	
18.5 This Agreement shall   terminate forthwith
    	
89
    	
In   cases where neither the claim nor any
    
	
38
    	
in   the event of an order being made or
    	
90
    	
counterclaim   exceeds the sum of USD50,000
    
	
39
    	
resolution   passed for the winding up,
    	
91
    	
(or   such other sum as the parties may agree)
    
	
40
    	
dissolution,   liquidation or bankruptcy of either
    	
92
    	
the   arbitration shall be conducted in
    
	
41
    	
party   (otherwise than for the purpose of
    	
93
    	
accordance   with the LMAA Small Claims
    
	
42
    	
reconstruction   or amalgamation) or if a
    	
94
    	
Procedure   current at the time when the
    
	
43
    	
receiver   is appointed, or if it suspends
    	
95
    	
arbitration   proceedings are commenced.
    
	
44
    	
payment,   ceases to carry on business or makes
    	
96
    	
19.2 This Agreement shall be   governed by and
    
	
45
    	
any   special arrangement or composition with
    	
97
    	
construed in accordance with Title 9 of the
    
	
46
    	
its   creditors.
    	
98
    	
United States Code and the Maritime Law of
    
	
47
    	
18.6 The termination of this   Agreement shall
    	
99
    	
the United States and any dispute arising out of
    
	
48
    	
be   without Prejudice to all rights accrued due
    	
100
    	
or in connection with this Agreement shall be
    
	
49
    	
between   the parties prior to the date of
    	
101
    	
referred to three persons at New York, one to
    
	
50
    	
termination.
    	
102
    	
be appointed by each of the parties hereto, and
    
	
51
    	
 
    	
103
    	
the third by the two so chosen; their decision or
    
	
52
    	
19.  Law and Arbitration
    	
104
    	
that of any two of them shall be final, and for
    
	
 
    	
 
    	
105
    	
the purposes of enforcing any award,
    


 











 

PART II
 “SHIPMAN 98” Standard Ship Management Agreement

 

	
1
    	
judgmentmay be entered on an award by any
    	
20
    	
19.4 If Box 18 in Part I   is not appropriately
    
	
2
    	
court of competent jurisdiction. The
    	
21
    	
filled in, sub-clause 19.1 of this Clause shall
    
	
3
    	
proceedings shall be conducted in accordance
    	
22
    	
apply.
    
	
4
    	
with the rules of the Society of Maritime
    	
23
    	
 
    
	
5
    	
Arbitrators, Inc.In cases where neither the
    	
24
    	
Note: 19.1, 19.2 and 19.3 are alternatives;
    
	
6
    	
claim nor any counterclaim exceeds the sum of
    	
25
    	
indicate alternative agreed in Box 18.
    
	
7
    	
USD50,000 (or such other sum as the parties
    	
26
    	
 
    
	
8
    	
may agree) the arbitration shall be conducted in
    	
27
    	
20.  Notices
    
	
9
    	
accordance with the Shortened Arbitration
    	
28
    	
20.1   Any notice to be given by either party to
    
	
10
    	
Procedure of the Society of Maritime
    	
29
    	
the   other party shall be in writing and may be
    
	
11
    	
Arbitrators, Inc. current at the time when the
    	
30
    	
sent   by fax, telex, registered or recorded mail
    
	
12
    	
arbitration proceedings are commenced.
    	
31
    	
or   by personal service.
    
	
13
    	
19.3 This Agreement shall be   governed by and
    	
32
    	
20.2   The address of the Parties for service of
    
	
14
    	
construed in accordance with the laws of the
    	
33
    	
such   communication shall be as stated in Boxes
    
	
15
    	
place mutually agreed by the parties and any
    	
34
    	
19   and 20, respectively.
    
	
16
    	
dispute arising out of or in connection with this
    	
35
    	
 
    
	
17
    	
Agreement shall be referred to arbitration at a
    	
36
    	
21.  This Agreement shall commence 2 months
    
	
18
    	
mutually agreed place, subject to the
    	
37
    	
prior to the delivery of the   Vessel.
    
	
19
    	
procedures applicable there.
    	
 
    	
 
    


 









 


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:

 

6th January 2005

 

 

 

Name of Vessel(s):

 

Hull 2208 DSME, Korea

 

 

 

Particulars of Vessel(s):

 

Built: 2004, Korea

IMO No: 9239616

Class:  BV

 











 

ANNEX “B” (DETAILS OF CREW) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


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



 

Date of Agreement:

 

6th January 2005

 

 

Details of Crew:

 

 

	
Numbers
    	
Rank
    	
Nationality
    
	
1
    	
Captain
    	
Belgian
    
	
2
    	
Chief Officer
    	
Belgian
    
	
3
    	
Chief Officer
    	
Belgian
    
	
4
    	
2nd Officer
    	
Belgian
    
	
5
    	
2nd Officer
    	
Belgian
    
	
6
    	
3rd Officer
    	
Belgian
    
	
7
    	
ASP Officer
    	
Ukrainian
    
	
8
    	
Chief Engineer
    	
Belgian
    
	
9
    	
Chief Engineer
    	
Belgian
    
	
10
    	
2nd Engineer
    	
Belgian
    
	
11
    	
2nd Engineer
    	
Belgian
    
	
12
    	
3rd Engineer
    	
Belgian
    
	
13
    	
3rd Engineer
    	
Ukrainian
    
	
14
    	
4th Engineer
    	
Belgian
    
	
15
    	
5th Engineer
    	
Belgian
    
	
16
    	
Aut Engineer
    	
Belgian
    
	
17
    	
Boatswain
    	
Philippino
    
	
18
    	
Fitter
    	
Philippino
    
	
19
    	
QAB/W
    	
Philippino
    
	
20
    	
QAB/W
    	
Philippino
    
	
21
    	
QAB/W
    	
Philippino
    
	
22
    	
QAB/W
    	
Philippino
    
	
23
    	
QAB/W
    	
Philippino
    
	
24
    	
W/AB
    	
Philippino
    
	
25
    	
W/AB
    	
Philippino
    
	
26
    	
Chief Cook
    	
Philippino
    
	
27
    	
2nd Cook
    	
Philippino
    
	
28
    	
Steward
    	
Philippino
    


 

Deviation from nationality and rank 

can occur as per flag state requirements.

 











 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).

 

ANNEX “C” (BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


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



 

Date of Agreement:

 

6th January 2005

 

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

 

	
CREWING
    	
 
    	
*****
    
	
 
    	
 
    	
 
    
	
TECHNICAL
    	
 
    	
 
    
	
Maintenance
    	
*****
    	
 
    
	
Stores
    	
*****
    	
 
    
	
Lubricants
    	
*****
    	
 
    
	
 
    	
 
    	
*****
    
	
OTHER   OPEX
    	
 
    	
*****
    
	
TOTAL
    	
 
    	
*****
    


 

(excluding preliminary and first outfit expenses)

 











 

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: