Printed by BIMCO's idea Approved by the documentary Committee of The Japan Shipping Exchange Inc., Tokyo

Exhibit 4.37
 
 Printed by BIMCO's idea 
 
Approved by the documentary Committee of The Japan Shipping Exchange Inc., Tokyo 
 
Approved by the International Ship Sub-Managers’ Association  (ISMA)

 

 
1. Date of Agreement
 
1st June 2011
 
M/T DELOS
 
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT
 
CODE NAME:  "XXXXXXX 98"                                                Part 1
                                                                    
2.
 
 
Owner (name, place of registered office and law of registry) (Cl. 1)
MYTIKAS SHIPPING COMPANY LIMITED
3.
Managers (name, place of registered office and law of registry) (Cl. 1)
INTERNATIONAL SHIPMANAGEMENT INC.
Name
 
The Trust Company Complex, Ajeltake Road , Ajeltake Island, Majuro, Xxxxxxxx Islands
Name
 
 
00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx
Place of registered office
 
Xxxxxxxx Islands
Place of registered office
 
Liberia
Law of registry
Law of registry
 
 
4. Day and year of commencement of Agreement (Cl. 2)
 
    1st June 2011
  
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) (Cl. 3.5)
    NO
 
 
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 (only to be filled in if  "yes" stated in box 7) (Cl . 3.3(i))
      FOR THE ENTIRE DURATION OF THIS AGREEMENT
 
 
14. Managers' Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
       (1)
15. Annual Daily Management Fee (state annual amount) (Cl. 8.1)
      AS PER ANNEX "E"
 
 
16. Severance Costs (state maximum amount) (Cl. 8.4(ii))
      AT COST AS PER SEAMEN COLLECTIVE AGREEMENT
 
17. Day and year of termination of Agreement (Cl. 17)
      FIVE YEARS FROM COMMENCEMENT
 
 
18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
        AS PER CLAUSE 19.1
 
 
19. Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)
 
0, XXX.XXXXXX & XXX. XXXXXXXXXX XXX.,
00000, XXXXXXXX, XXXXXX, XXXXXX
E-mail: xx@xxxxxxxx.xxx
Fax      : x00 000 0000 000
00. Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)
 
INTERNATIONAL SHIPMANAGEMENT INC.
0, XXX.XXXXXX & XXX. XXXXXXXXXX XXX.,
00000, XXXXXXXX, XXXXXX, XXXXXX
E-mail: xxx@xxxxxxxxxxxxxxxx.xxx
Fax      : x00 000 0000 000

 
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)
 
MYTIKAS SHIPPING COMPANY LIMITED
/s/ Xxxxxxxxxx Xxxxxxxx / Attorney-in-Fact
Signature(s) (Managers)
 
INTERNATIONAL SHIPMANAGEMENT INC.
/s/ Xxxxxxx Xxxxx / Attorney-in-Fact
 
This document is a computer generated XXXXXXX 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 test 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: "XXXXXXX 98"
 
Date of Agreement:
1st June 2011
 
 
  
     
Name of Vessel(s):
M/T DELOS
 
  
Particulars of Vessel(s):
    

 

TYPE OF VESSEL
OIL TANKER
CALL SIGN
ELNJ5
IMO NUMBER
8913590
FLAG
LIBERIA
YEAR BUILT
1991
SDWT
47067
NRT/GRT
13.568 MT/ 28.223 MT



 


Printed by BIMCO's idea 



This document is a computer generated XXXXXXX 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 test 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: "XXXXXXX 98"
 
Date of Agreement:
1st June 2011
 
 
Details of Crew:
 

 
  Rank  Number  Nationality
       
 

 
 
 
 
 
 
 
 
 
 


 Printed by BIMCO's idea 



This document is a computer generated XXXXXXX 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 test 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: "XXXXXXX 98"
 
 
Date of Agreement:                                                     1st June 2011
 
 
Managers Budget in USD for the first year with effect from the Commencement Date of this Agreement:
 
Please see "Appendix 1" International Shipmanagement Inc. Budget Proposal 2011.
 




















Printed by BIMCO's idea 




This document is a computer generated XXXXXXX 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 test 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: "XXXXXXX 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:                                           1st June 2011
 
Details of Associated Vessels:
 
 
 
 
 
 
 
 
 
 
 


Printed by BIMCO's idea 



This document is a computer generated XXXXXXX 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 test 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 "E" (Management Fees)
 

Management Fee:
  
EURO 650 per day, for vessel on Time Charter, or Spot Charter.
     
Annual Increase:
  
3% per annum for all fees. To be reviewed after the 5th anniversary.
     
Services for SOX Compliance:
  
EURO 100 per day.
     
Commercial Operation & Freight Collection services:
  
EURO 90 per day.
     
Managers' Superintendent's Fee:
  
EURO 500 per day, plus actual expenses.
     
Information System Fee:
  
EURO 10,000 per year.
     
Commission on derivative agreements and new loan financing or loan refinancing:
  
0.2%
     
Commission on all NEW hires / gross freight /demurrage/ ballast Bonus:
  
1.25%
     
Commission on all EXISTING hires / gross freight/demurrage/ ballast Bonus for post fixture:
  
0.75%
     
Sales and Purchase Commission:
  
1% of the sale or the purchase Price
     
Insurance Services:
  
5% of the total insurance premiums per vessel
     
In-house claims handling:
  
EURO 150 per person per day of 8 hours for handling all claims other than insurance and salvage.
     
Legal fees for claims and general Corporate services:
  
At cost.


       
 
1.
Manager shall be entitled to receive additional remuneration for any increase in administrative costs and expenses resulting from the introduction of a new, or a change in the interpretation of applicable laws and regulations, or concerning ship management services.
  
       
 
2.
Owners to pay the deductible of any insurance claim relating to the vessels, or for any claim that is within such deductible range.
  
       
 
3.
Owners to pay any tax, dues, or xxxxxx in a case of piracy, or fines imposed on vessel or Manager, due to the operation of the vessel.
  
       

 
 
 



 
 
 
PART II
"XXXXXXX 98" Standard Ship Management Agreement
 
 
Definitions
1
  
for the duties for which they are engaged and are in possession
 66
In this Agreement save where the context otherwise requires,
2
  
of valid medical certificates issued in accordance with
67
the following words and expressions shall have the meanings
3
  
appropriate flag State requirements. In the absence of
68
hereby assigned to them.
4
  
applicable flag State requirements the medical certificate shall
69
     
be dated not more than three months prior to the respective
70
"Owners" means the party identified in Box 2.
5
  
Crew members leaving their country of domicile and
71
"Managers" means the party identified in Box 3.
6
  
maintained for the duration of their service on board the Vessel;
72
"Vessel" means the vessel or vessels details of which are set
7
  
(iv) ensuring that the Crew shall have a command of the English
73
out in Annex "A" attached hereto.
8
  
      language of a sufficient standard to enable them to perform
74
"Crew" means the Master, officers and ratings of the numbers,
9
  
       their duties safely;
75
rank and nationality specified in Annex "B" attached hereto.
10
  
(v)  arranging transportation of the Crew, including repatriation;
76
"Crew Support Costs" means all expenses of a general nature
11
  
(vi) training of the Crew and supervising their efficiency;
77
which are not particularly referable to any individual vessel for
12
  
(vii) conducting union negotiations;
78
the time being managed by the Managers and which are incurred
13
  
(viii) operating the Managers' drug and alcohol policy unless
79
by the Managers for the purpose of providing an efficient and
14
  
        otherwise agreed.
80
economic management service and, without prejudice to the
15
  
3.2 Technical Management
81
generality of the foregoing, shall include the cost of crew standby
16
  
(only applicable if agreed according to Box 6)
82
pay, training schemes for officers and ratings, cadet training
17
  
The Managers shall provide technical management which
83
schemes, sick pay, study pay, recruitment and interviews.
18
  
includes, but is not limited to, the following functions:
84
"Severance Costs" means the costs which the employers are
19
  
(i)  provision of competent personnel to supervise the
85
legally obliged to pay to or in respect of the Crew as a result of
20
  
maintenance and general efficiency of the Vessel;
86
the early termination of any employment contract for service on
21
  
(ii)arrangement and supervision of dry dockings, repairs,
87
the Vessel.
22
  
alterations and the upkeep of the Vessel to the standards
88
"Crew Insurances" means insurances against crew risks which
23
  
required by the Owners provided that the Managers shall
89
shall include but not be limited to death, sickness, repatriation,
24
  
be entitled to incur the necessary expenditure to ensure
90
injury, shipwreck unemployment indemnity and loss of personal
25
  
that the Vessel will comply with the law of the flag of the
91
effects.
26
  
Vessel and of the places where she trades, and all
92
"Management Services" means the services specified in sub-
27
  
requirements and recommendations of the classification
93
clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.
28
  
society;
94
"ISM Code" means the International Management Code for the
29
  
(iii); Arrangement of the supply of necessary stores, spares and
   95
Safe Operation of Ships and for Pollution Prevention as adopted
30
  
lubricating oil;
96
by the International Maritime Organization (IMO) by resolution
31
  
(iv) appointment of surveyors and technical consultants as the
97
A.741(18) or any subsequent amendment thereto.
32
  
Managers may consider from time to time to be necessary;
   98
"STCW 95" means the International Convention on Standards
33
  
(v) development, implementation and maintenance of a Safety
99
of Training, Certification and Watchkeeping for Seafarers, 1978,
34
  
Management System (SMS) in accordance with the ISM
100
as amended in 1995 or any subsequent amendment thereto.
35
  
Code (see sub-clauses 4.2 and 5.3).
   101
2. Appointment of Managers
36
  
3.3 Commercial Management
102
With effect from the day and year stated in Box 4 and continuing
37
  
(only applicable if agreed according to Box 7)
103
unless and until terminated as provided herein, the Owners
38
  
The Managers shall provide the commercial operation of the
104
hereby appoint the Managers and the Managers hereby agree
39
  
Vessel, as required by the Owners, which includes, but is not
105
to act as the Managers of the Vessel.
40
  
limited to, the following functions:
106
3. Basis of Agreement
41
  
(i)   providing chartering services in accordance with the Owners'
107
Subject to the terms and conditions herein provided, during the
42
  
instructions which include, but are not limited to, seeking
108
period of this Agreement, the Managers shall carry out
43
  
and negotiating employment for the Vessel and the conclusion
109
Management Services in respect of the Vessel as agents for
44
  
(including the execution thereof) of charter parties or other
110
and on behalf of the Owners. The Managers shall have authority
45
  
contracts relating to the employment of the Vessel. If such a
111
to take such actions as they may from time to time in their absolute
46
  
contract exceeds the period stated in Box 13. consent thereto
112
discretion consider to be necessary to enable them to perform
47
  
in writing shall first be obtained from the Owners.
113
this Agreement in accordance with sound ship management
48
  
(ii) arranging of the proper payment to Owners or their nominees
114
practice.
49
  
of all hire and/or freight revenues or other moneys of
115
3.1 Crew Management
 50
  
whatsoever nature to which Owners may be entitled arising
116
(only applicable if agreed according to Box 5)
51
  
out of the employment of or otherwise in connection with the
117
The Managers shall provide suitably qualified Crew for the Vessel
52
  
Vessel.
118
as required by the Owners in accordance with the STCW 95
53
  
(iii) providing voyage estimates and accounts and calculating of
119
requirements, provision of which includes but is not limited to
54
  
hire, freights, demurrage and/or despatch moneys due from
120
the following functions:
55
  
or due to the charterers of the Vessel;
121
(i)   selecting and engaging the Vessel's Crew, including payroll
56
  
(iv) issuing of voyage instructions;
122
arrangements, pension administration, and insurances for
57
  
(v) appointing agents;
123
the Crew other than those mentioned in Clause 6:
58
  
(vi) appointing stevedores;
124
(ii) ensuring that the applicable requirements of the law of the
59
  
(vii)arranging surveys associated with the commercial operation
125
flag of the Vessel are satisfied in respect of xxxxxxx levels,
60
  
of the Vessel.
   126
rank, qualification and certification of the Crew and
61
  
3.4  Insurance Arrangements
   127
employment regulations including Crew's tax, social
62
  
(only applicable if agreed according to Box 8)
128
insurance, discipline and other requirements;
63
  
The Managers shall arrange insurances in accordance with
129
(iii) ensuring that all members of the Crew have passed a medical
64
  
Clause 6, on such terms and conditions as the Owners shall
130
examination with a qualified doctor certifying that they are fit
65
  
have instructed or agreed, in particular regarding conditions,
131

 
 
 

PART II
"XXXXXXX 98" Standard Ship Management Agreement
 

insured values, deductibles and franchises.
132
  
6. Insurance Policies
193
     
The Owners shall procure, whether by instructing the Managers
194
3.5 Accounting Services
133
  
under sub-clause 3.4 or otherwise, that throughout the period of
195
(only applicable if agreed according to Box 9)
134
  
this Agreement:
196
The Managers shall:
135
  
6.1 at the Owners' expense, the Vessel is insured for not less
197
(i)   establish an accounting system which meets the
136
  
than her sound market value or entered for her full gross tonnage,
198
requirements of the Owners and provide regular accounting
137
  
as the case may be for:
199
services, supply regular reports and records,
138
  
(i)   usual hull and machinery marine risks (including crew
200
(ii) maintain the records of all costs and expenditure incurred
139
  
negligence) and excess liabilities;
201
as well as data necessary or proper for the settlement of
140
  
(ii) protection and indemnity risks (including pollution risks and
202
accounts between the parties.
141
  
Crew Insurances); and
203
     
(iii) war risks (including protection and indemnity and crew risks)
204
3.6 Sale or Purchase of the Vessel
142
  
in accordance with the best practice of prudent  owners of
205
(only applicable if agreed according to Box 10)
143
  
vessels of a similar type to the Vessel, with first class insurance
206
The Managers shall, in accordance with the Owners' instructions,
144
  
companies, underwriters or associations ("the Owners'
207
supervise the sale or purchase of the Vessel, including the
145
  
Insurances");
208
performance of any sale or purchase agreement, but not
146
  
6.2 all premiums and calls on the Owners' Insurances are paid
209
negotiation of the same.
147
  
promptly by their due date,
210
3.7 Provisions (only applicable if agreed according to Box 11)
148
  
6.3 the Owners' Insurances name the Managers and, subject
211
The Managers shall arrange for the supply of provisions.
149
  
to underwriters' agreement, any third party designated by the
212
3.8 Bunkering (only applicable if agreed according to Box 12)
150
  
Managers as a joint assured, with full cover, with the Owners
213
The Managers shall arrange for the provision of bunker fuel of the
151
  
obtaining cover in respect of each of the insurances specified in
214
quality specified by the Owners as required for the Vessel's trade.
152
  
sub-clause 6.1:
215
     
(i)   on terms whereby the Managers and any such third party
216
4. Managers' Obligations
153
  
are liable in respect of premiums or calls arising in connection
217
4.1 The Managers undertake to use their best endeavours to
154
  
with the Owners'Insurances; or
218
provide the agreed Management Services as agents for and on
155
  
(ii) if reasonably obtainable, on terms such that neither the
219
behalf of the Owners in accordance with sound ship management
156
  
Managers nor any such third party shall be under any
220
practice and to protect and promote the interests of the Owners in
157
  
liability in respect of premiums or calls arising in connection
221
all matters relating to the provision of services hereunder.
158
  
with the Owners' Insurances; or
222
Provided, however, that the Managers in the performance of their
159
  
(iii) on such other terms as may be agreed in writing.
223
management responsibilities under this Agreement shall be entitled
160
  
Indicate alternative (i), (ii) or (iii) in Xxx 00. If Box 14 is left
224
to have regard to their overall responsibility in relation to all vessels
161
  
blank then (i) applies.
225
as may from time to time be entrusted to their management and
162
  
6.4 written evidence is provided, to the reasonable satisfaction
226
in particular, but without prejudice to the generality of the foregoing,
163
  
of the Managers, of their compliance with their obligations under
227
the Managers shall be entitled to allocate available supplies,
164
  
Clause 6 within a reasonable time of the commencement of
228
manpower and services in such manner as in the prevailing
165
  
the Agreement, and of each renewal date and, if specifically
229
circumstances the Managers in their absolute discretion consider
166
  
requested, of each payment date of the Owners' Insurances.
230
to be fair and reasonable.
167
  
7. Income Collected and Expenses Paid on Behalf of Owners
231
4.2 Where the Managers are providing Technical Management
168
  
7.1 All moneys collected by the Managers under the terms of
232
in accordance with sub-clause 3.2, they shall procure that the
169
  
this Agreement (other than moneys payable by the Owners to
233
requirements of the law of the flag of the Vessel are satisfied and
170
  
the Managers) and any interest thereon shall be held to the
234
they shall in particular be deemed to be the "Company" as defined
171
  
credit of the Owners in a separate bank account.
235
by the ISM Code, assuming the responsibility for the operation of
172
  
7.2 All expenses incurred by the Managers under the terms
236
the Vessel and taking over the duties and responsibilities imposed
173
  
of this Agreement on behalf of the Owners (including expenses
237
by the ISM Code when applicable.
174
  
as provided in Clause 8) may be debited against the Owners
238
     
in the account referred to under sub-clause 7J, but shall in any
239
5. Owners' Obligations
175
  
event remain payable by the Owners to the Managers on
240
5.1 The Owners shall pay all sums due to the Managers punctually
176
  
demand.
241
in accordance with the terms of this Agreement.
177
      
5.2 Where the Managers are providing Technical Management
178
  
8. Management Fee
242
in accordance with sub-clause 3.2, the Owners shall:
179
  
8.1 (a) The Owners shall pay to the Managers for their services
243
(i)   procure that all officers and ratings supplied by them or on
180
  
as Managers under this Agreement an annual a daily management
244
their behalf comply with the requirements of STCW 95;
181
  
fee as stated in Box 15 which shall be payable by equal
245
(ii)   instruct such officers and ratings to obey all reasonable orders
182
  
monthly instalments in advance, the first instalment being
246
of the Managers in connection with the operation of the
183
  
payable on the commencement of this Agreement (see Clause
247
Managers' safety management system.
184
  
2 and Box 4) and subsequent instalments being payable every
248
5.3 Where the Managers are not providing Technical Management
185
  
month.
249
in accordance with sub-clause 3.2, the Owners shall procure that
186
  
8.2  The management fee shall be subject to an annual review
250
the requirements of the law of the flag of the Vessel are satisfied
187
  
on the anniversary date of the Agreement and the proposed
251
and that they, or such other entity as may be appointed by them
188
  
fee shall be presented in the annual budget referred to in sub-
252
and identified to the Managers, shall be deemed to be the
189
  
Clause 9.1
253
"Company" as defined by the ISM Code assuming the responsibility
190
  
8.3 The Managers shall, at no extra cost to the Owners, provide
254
for the operation of the Vessel and taking over the duties and
191
  
their own office accommodation, office staff, facilities and
255
responsibilities imposed by the ISM Code when applicable.
192
  
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
         

 
 
 

 PART II
 
"XXXXXXX 98" Standard Ship Management Agreement

 
the Management Services.
260
  
11.Responsibilities
325
8.4 In the event of the appointment of the Managers being
261
  
11.1 Force Majeure - Neither the Owners nor the Managers
326
terminated by the Owners or the Managers in accordance with
262
  
shall be under any liability for any failure to perform any of their
327
the provisions of Clauses 17 and .18 other than by reason of
263
  
obligations hereunder by reason of any cause whatsoever of
328
default by the Managers, or if the Vessel is lost, sold or otherwise
264
  
any nature or kind beyond their reasonable control.
329
disposed of, the "management fee" payable to the Managers
265
  
11.2 Liability to Owners  - (i) Without prejudice to sub-clause
330
according to the provisions of sub-clause 8.1.. shall continue to
266
  
11.1, the Managers shall be under no liability whatsoever to the
331
be payable for a further period of three calendar months as
267
  
Owners for any loss, damage, delay or expense of whatsoever
332
from the termination date. In addition, provided that the
268
  
nature, whether direct or indirect, (including but not limited to
333
Managers provide Crew for the Vessel in accordance with sub-
269
  
loss of profit arising out of or in connection with detention of or
334
clause 3.1:
270
  
delay to the Vessel) and howsoever arising in the course of
335
(i)   the Owners shall continue to pay Crew Support Costs during
271
  
performance of the Management Services UNLESS same is
336
the said further period of three calendar months and
272
  
proved to have resulted solely from the negligence, gross
337
(ii) the Owners shall pay an equitable proportion of any
273
  
negligence or wilful default of the Managers or their employees,
338
Severance Costs which may materialize, not exceeding
274
  
or agents or sub-contractors employed by them in connection
339
the amount stated in Box 16.
275
  
with the Vessel, in which case (save where loss, damage, delay
340
8.5 If the Owners decide to lay-up the Vessel whilst this
276
  
or expense has resulted from the Managers' personal act or
341
Agreement remains in force and such lay-up lasts for more
277
  
omission committed with the intent to cause same or recklessly
342
than three months, an appropriate reduction of the management
278
  
and with knowledge that such loss, damage, delay or expense
343
fee for the period exceeding three months until one month
279
  
would probably result) the Managers' liability for each incident
344
before the Vessel is again put into service shall be mutually
280
  
or series of incidents giving rise to a claim or claims shall never
345
agreed between the parties.
281
  
exceed a total of ten times the annual management fee payable
346
8.6 Unless otherwise agreed in writing all discounts and
282
  
hereunder.
347
commissions obtained by the Managers in the course of the
283
  
(ii) Notwithstanding anything that may appear to the contrary in
348
management of the Vessel shall be credited to the Owners.
284
  
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
9. Budgets and Management of Funds
285
  
negligent or wilful, except only to the extent that they are shown
351
9.1 The Managers shall present to the Owners annually a
286
  
to have resulted from a failure by the Managers to discharge
352
budget for the following twelve months in such form as the
287
  
their obligations under sub-clause 3.1, in which case their liability
353
Owners require. The budget for the first year hereof is set out
288
  
shall be limited in accordance with the terms of this Clause 11.
354
in Annex "C" hereto. Subsequent annual budgets shall be
289
  
11.3 Indemnity - Except to the extent and solely for the amount
355
prepared by the Managers and submitted to the Owners not
290
  
therein set out that the Managers would be liable under sub-
356
less than three months before the anniversary date of the
291
  
clause 11.2, the Owners hereby undertake to keep the Managers
357
commencement of this Agreement (see Clause 2 and Box 4).
292
  
and their employees, agents and sub-contractors indemnified
358
9.2 The Owners shall indicate to the Managers their acceptance
293
  
and to hold them harmless against all actions, proceedings,
359
and approval of the annual budget within one month of
294
  
claims, demands or liabilities whatsoever or howsoever arising
360
presentation and in the absence of any such indication the
295
  
which may be brought against them or incurred or suffered by
361
Managers shall be entitled to assume that the Owners have
296
  
them arising out of or in connection with the performance of the
362
accepted the proposed budget.
297
  
Agreement, and against and in respect of all costs, losses,
363
9.3 Following the agreement of the budget, the Managers shall
298
  
damages and expenses (including legal costs and expenses on
364
prepare and present to the Owners their estimate of the working
299
  
a full indemnity basis) which the Managers may suffer or incur
365
capital requirement of the Vessel and the Managers shall each
300
  
(either directly or indirectly) in the course of the performance of
366
month up-date this estimate. Based thereon, the Managers shall
301
  
this Agreement.
367
each month request the Owners in writing for the funds required
302
      
to run the Vessel for the ensuing month, including the payment
303
  
11.4 "Himalaya" - It is hereby expressly agreed that no
368
of any occasional or extraordinary item of expenditure, such as
304
  
employee or agent of the Managers (including every sub-
369
emergency repair costs, additional insurance premiums, bunkers
305
  
contractor from time to time employed by the Managers) shall in
370
or provisions. Such funds shall be received by the Managers
306
  
any circumstances whatsoever be under any liability whatsoever
371
within ten running days after the receipt by the Owners of the
307
  
to the Owners for any loss, damage or delay of whatsoever kind
372
Managers' written request and shall be held to the credit of the
308
  
arising or resulting directly or indirectly from any act, neglect or
373
Owners in a separate bank account.
309
  
default on his part while acting in the course of or in connection
374
9.4 The Managers shall produce a comparison between
310
  
with his employment and, without prejudice to the generality of
375
budgeted and actual income and expenditure of the Vessel in
311
  
the foregoing provisions in this Clause 11, every exemption,
376
such form as required by the Owners monthly or at such other
312
  
limitation, condition and liberty herein contained and every right,
377
intervals as mutually agreed.
313
  
exemption from liability, defence and immunity of whatsoever
378
9.5 Notwithstanding anything contained herein to the contrary,
314
  
nature applicable to the Managers or to which the Managers are
379
the Managers shall in no circumstances be required to use or
315
  
entitled hereunder shall also be available and shall extend to
380
commit their own funds to finance the provision of the
316
  
protect every such employee or agent of the Managers acting
381
Management Services.
317
  
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
10.Managers' Right to Sub-Contract
318
  
acting as agent or trustee on behalf of and for the benefit of all
384
The Managers shall not have the right to sub-contract any of
319
  
persons who are or might be their servants or agents from time
385
their obligations hereunder, including those mentioned in sub-
320
  
to time (including sub-contractors as aforesaid) and all such
386
clause 3.1 without the prior written consent of the Owners which
321
  
persons shall to this extent be or be deemed to be parties to this
387
shall not be unreasonably withheld. In the event of such a sub-
322
  
Agreement.
388
contract the Managers shall remain fully liable for the due
323
      
performance of their obligations under this Agreement.
324
  
12.Documentation
389
     
Where 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
         
         

 
 
 

PART II
"XXXXXXX 98" Standard Ship Management Agreement
 
upon Owners' request, all documentation and records related
393
  
running, or in an unlawful trade, or on a voyage which
459
to the Safety Management System (SMS) and/or the Crew
394
  
in the reasonable opinion of the Managers is unduly
460
which the Managers need in order to demonstrate compliance
395
  
hazardous or improper,
461
with the ISM Code and STCW 95 or to defend a claim against
396
  
the Managers may give notice of the default to the Owners,
462
a third party.
397
  
requiring them to remedy it as soon as practically possible.
463
     
In the event that the Owners fail to remedy it within a
464
13.General Administration
398
  
reasonable time to the satisfaction of the Managers, the
465
13.1 The Managers shall handle and settle all claims arising
399
  
Managers shall be entitled to terminate the Agreement
466
out of the Management Services hereunder and keep the Owners
400
  
with immediate effect by notice in writing.
467
informed regarding any incident of which the Managers become
401
  
18.2 Managers'Default
468
aware which gives or may give rise to claims or disputes involving
402
  
If the Managers fail to meet their obligations under Clauses 3
469
third parties.
403
  
and 4 of this Agreement for any reason within the control of the
470
13.2 The Managers shall, as instructed by the Owners, bring
 404
  
Managers, the Owners may give notice to the Managers of the
471
or defend actions, suits or proceedings in connection with matters
405
  
default, requiring them to remedy it as soon as practically
472
entrusted to the Managers according to this Agreement.
406
  
possible. In the event that the Managers fail to remedy it within a
473
13.3 The Managers shall also have power to obtain legal or
407
  
reasonable time to the satisfaction of the Owners, the Owners
474
technical or other outside expert advice in relation to the handling
408
  
shall be entitled to terminate the Agreement with immediate effect
 475
and settlement of claims and disputes or all other matters
409
  
by notice in writing.
476
affecting the interests of the Owners in respect of the Vessel.
410
  
18.3 Extraordinary Termination
477
13.4 The Owners shall arrange for the provision of any
411
  
This Agreement shall be deemed to be terminated in the case of
478
necessary guarantee bond or other security.
412
  
the sale of the Vessel or if the Vessel becomes a total loss or is
479
13.5 Any costs reasonably incurred by the Managers in
413
  
declared as a constructive or compromised or arranged total
480
carrying out their obligations according to Clause 13 shall be
414
  
loss or is requisitioned.
481
reimbursed by the Owners.
415
  
For the purpose of sub-clause 18.3 hereof
482
     
(i)  the date upon which the Vessel is to be treated as having
483
14. Auditing
416
  
been sold or otherwise disposed of shall be the date on
484
The Managers shall at all times maintain and keep true and
417
  
which the Owners cease to be registered as Owners of
485
correct accounts and shall make the same available for inspection
418
  
the Vessel;
486
and auditing by the Owners at such times as may be mutually
419
  
(ii) the Vessel shall not be deemed to be lost unless either
487
agreed. On the termination, for whatever reasons, of this
420
  
she has become an actual total loss or agreement has
488
Agreement, the Managers shall release to the Owners, if so
421
  
been reached with her underwriters in respect of her
489
requested, the originals where possible, or otherwise certified
422
  
constructive, compromised or arranged total loss or if such
490
copies, of all such accounts and all documents specifically relating
423
  
agreement with her underwriters is not reached it is
491
to the Vessel and her operation.
424
  
adjudged by a competent tribunal that a constructive loss
492
     
of the Vessel has occurred.
493
15.lnspection of Vessel
425
  
18.5  This Agreement shall terminate forthwith in the event of
494
The Owners shall have the right at any time after giving
426
  
an order being made or resolution passed for the winding up,
495
reasonable notice to the Managers to inspect the Vessel for any
427
  
dissolution, liquidation or bankruptcy of either party (otherwise
496
reason they consider necessary.
428
  
than for the purpose of reconstruction or amalgamation) or if a
497
     
receiver is appointed, or if it suspends payment, ceases to carry
498
16.Compliance with Laws and Regulations
429
  
on business or makes any special arrangement or composition
499
The Managers will not do or permit to be done anything which
430
  
with its creditors.
500
might cause any breach or infringement of the laws and
431
  
18.6  The termination of this Agreement shall be without
501
regulations of the Vessel's flag, or of the places where she trades.
432
  
prejudice to all rights accrued due between the parties prior to
502
     
the date of termination.
503
17.Duration of the Agreement
433
  
18.7 A change of control of either party shall not terminate this
504
This Agreement shall come into effect on the day and year stated
434
  
Agreement.
505
in Box 4 and shall continue until the date stated in Box 17.
435
      
Thereafter it shall continue until terminated by either party giving
436
  
00.Xxx and Arbitration
506
to the other notice in writing, in which event the Agreement shall
437
  
19.1 This Agreement shall be governed by and construed in
507
terminate upon the expiration of a period of two twelve months from the
438
  
accordance with English law and any dispute arising out of or
508
date upon which such notice was given. In case Owners wish to terminate
439
  
in connection with this Agreement shall be referred to arbitration
509
 the Agreement earlier than the date stated in Box 17 Owners will  pay the
440
  
in London in accordance with the Arbitration Xxx 0000 or
510
Managers all fees as per Anneex "E" for the remaining period until the date 
441
  
any statutory modification or re-enactment thereof save to
511
stated in Box 17.
442
  
the extent necessary to give effect to the provisions of this
512
     
Clause.
513
     
The arbitration shall be conducted in accordance with the
514
18.Termination
443
  
London Maritime Arbitrators Association (LMAA) Terms
515
18.1 Owners' default
444
  
current at the time when the arbitration proceedings are
516
(i)  The Managers shall be entitled to terminate the Agreement
445
  
commenced.
517
with immediate effect by notice in writing if any moneys
446
  
The reference shall be to three arbitrators. A party wishing
518
payable by the Owners under this Agreement and/or the
447
  
to refer a dispute to arbitration shall appoint its arbitrator
519
Owners of any associated vessel, details of which are listed
448
  
and send notice of such appointment in writing to the other
520
in Annex "D". shall not have been received in the Managers'
449
  
party requiring the other party to appoint its own arbitrator
521
nominated account within ten running days of receipt by
450
  
within 14 calendar days of that notice and stating that it will
522
the Owners of the Managers written request or if the Vessel
451
  
appoint its arbitrator as sole arbitrator unless the other party
523
is repossessed by the Mortgagees.
452
  
appoints its own arbitrator and gives notice that it has done
524
(ii) If the Owners:
453
  
so within the 14 days specified. If the other party does not
525
(a) fail to meet their obligations under sub-clauses 5.2
454
  
appoint its own arbitrator and give notice that it has done so
526
and 5.3 of this Agreement for any reason within their
455
  
within the 14 days specified, the party referring a dispute to
527
control, or
456
  
arbitration may, without the requirement of any further prior
528
(b) proceed with the employment of or continue to employ
457
      
the Vessel in the carriage of contraband, blockade
458
      

 
 
 

PART II
"XXXXXXX 98" Standard Ship Management Agreement


notice to the other party, appoint its arbitrator as sole
529
  
exceeds the sum of USD50,000 (or such other sum as the
554
arbitrator and shall advise the other party accordingly. The
530
  
parties may agree) the arbitration shall be conducted in
555
award of a sole arbitrator shall be binding on both parties
531
  
accordance with the Shortened Arbitration Procedure of the
556
as if he had been appointed by agreement.
532
  
Society of Maritime Arbitrators, Inc. current at the time when
557
Nothing herein shall prevent the parties agreeing in writing
533
  
the arbitration proceedings are commenced.
558
to vary these provisions to provide for the appointment of a
534
  
19.3 This Agreement shall be governed by and construed
559
sole arbitrator.
535
  
in accordance with the laws of the place mutually agreed by
560
In cases where neither the claim nor any counterclaim
536
  
the parties and any dispute arising out of or in connection
561
exceeds the sum of USD50.000 (or such other sum as the
537
  
with this Agreement shall be referred to arbitration at a
562
parties may agree) the arbitration shall be conducted in
538
  
mutually agreed place, subject to the procedures applicable
563
accordance with the LMAA Small Claims Procedure current
539
  
there.
564
at the time when the arbitration proceedings are commenced.
540
  
19.4  If Box 18 in Part I is not appropriately filled in, sub-
565
19.2 This Agreement shall be governed by and construed
541
  
clause 19.1 of this Clause shall apply.
566
in accordance with Title 9 of the United States Code and
542
      
the Maritime Law of the United States and any dispute
543
  
Note: 19.1. 19.2 and 19.3 are alternatives; indicate
567
arising out of or in connection with this Agreement shall be
544
  
alternative agreed in Box 18.
568
referred to three persons at New York, one to be appointed
545
      
by each of the parties hereto, and the third by the two so
546
  
20.Notices
569
chosen; their decision or that of any two of them shall be
547
  
20.1  Any notice to be given by either party to the other
570
final, and for the purposes of enforcing any award,
548
  
party shall be in writing and may be sent by fax, telex,
571
judgement may be entered on an award by any court of
549
  
registered or recorded mail or by personal service.
572
competent jurisdiction. The proceedings shall be conducted
550
  
20.2 The address of the Parties for service of such
573
in accordance with the rules of the Society of Maritime
551
  
communication shall be as stated in Boxes 19 and 20,
574
Arbitrators, Inc.
552
  
respectively.
575
In cases where neither the claim nor any counterclaim
553
      


 
 
 
 
 
 
 
 
 
 
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Filed: April 11th, 2012
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