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1. Date of Agreement THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT
February 28, 1997 CODE NAME: "▇▇▇▇▇▇▇"
PART 1
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2. Owners (Name, place of registered office and law of registry) 3. Technical Managers (name, place of registered
office and law of registry) (herein referred to
as Manager)
Navigator Holdings, PLC on behalf of each individual
SHIPOWNING COMPANIES IDENTIFIED ON SCHEDULE 1 HERETO GEBAB Gesellschaft fuer Konzeption, Beratung,
---------------------------------------------------------- Vermittlund und
Name BETREUUNG PRIVATER INVESTITIONEN MBH AND EACH OF ITS
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AFFILIATED COMPANIES
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Name
c/o Cambridge Partners LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------------------------------- ----------------------------------------
Place of registered office Place of registered office
---------------------------------------------------------- -----------------------------------------------------
Law of registry Law of registry
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4. Day and year of commencement of Agreement (Cl. 2.1.)
Upon Delivery of Vessels Identified on Schedule 1
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5. Crewing (state "yes" or "no" as agreed) (Cl. 2.3.(i) and Cl. 3.) 6. Technical Management (state "yes" or "no" as agreed)
(Cl. 2.3.(ii) and Cl. 4.)
Yes Yes
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7. Insurance (state "yes" or "no" as agreed) (Cl. 2.3.(iii) and Cl. 5.) 8. Freight Management (state "yes" or "no" as agreed)
(Cl. 2.3.(iv) and Cl. 6.)
Yes No
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9. Accounting (state "yes" or "no" as agreed) (Cl. 2.3.(v) and Cl. 7.) 10. Chartering (state "yes" or "no" as agreed; if "yes",
also state period of employment)(Cl. 2.3.(vi)
and Cl. 8.)
Yes
NO
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period of employment in excess of which owners' prior
consent shall first be obtained
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11. Sale or purchase of vessel (state "yes" or "no" as agreed) (Cl. 12. Provisions (state "yes" or "no" as agreed) (Cl. 2.3.
2.3.(vii) and Cl. 9.) (viii) and Cl. 10.)
Yes
No
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13. Bunkering (state "yes" or "no" as agreed)(Cl. 2.3.Oix) and Cl. 11.) 14. Operation (state "yes" or "no" as agreed)(Cl. 2.3.(x)
and Cl. 12.)
Yes Yes
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15. Annual Management Fee (state "yes" or "no" as agreed) (Cl. 15.1.) 16. Redundancy Costs (state "yes" or "no" as agreed)
(Cl. 15.3b.)
Yes
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17. Day and year of termination of Agreement (Cl. 23.1.)
See Rider
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18. Law and arbitration (state 24.2 of Cl. 24, as agreed; if 24.3. agreed also state place of arbitration) (If Box 18 not filled in
24.1 shall apply) (Cl. 24)
24.2
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19. Notices (state postal and cable address, telex and telefax number 20. Notices (state postal and cable address, telex and
for service of notice and communication TO THE OWNERS) (Cl. 25) telefax number for service of notice and
communication TO THE MANAGERS) (Cl. 25)
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It is mutually agreed between the party mentioned in Box 2 (hereinafter called "the Owners") and the party mentioned in Box 3
(hereinafter called "the Managers") that this Agreement consisting of PART I and PART II as well as ANNEX "A" or ANNEX "B" (as
applicable) and ANNEX "C" attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict
of conditions, the provisions of PART I shall prevail over those of PART II and ANNEX "A" or ANNEX "B" (as applicable) and ANNEX "C"
to the extent of such conflict but no further.
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Signature (Owners) Signature (Managers) on its own behalf and as agent
for each of its Affiliated Companies
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ ▇. ▇▇▇▇
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SCHEDULE 1
Name Of Owner Hull No. For Vessel
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Navigator Gas (IOM I-A) Limited Hull No. 2245
Navigator Gas (IOM I-B) Limited Hull No. 2246
Navigator Gas (IOM I-C) Limited Hull No. 2247
Navigator Gas (IOM I-D) Limited Hull No. 2248
Navigator Gas (IOM I-E) Limited Hull No. 2249
RIDER TO MANAGEMENT AGREEMENT
DATED FEBRUARY 28, 1997
PART I
▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇ DURATION OF AGREEMENT
The initial duration of the management agreement will be
[three (3)] years and will thereafter be continued as agreed
in clause 23 of "▇▇▇▇▇▇▇".
PART II
CL. 3 The managers warrant that they have a policy on alcohol and
drug abuse ("Policy") applicable to each of their own and
vessels under management which meets or exceeds the standards
in the Oil Companies International Marine Forum Guidelines for
the control of drugs and alcohol on board ships. Annex "D".
CL. 15 MANAGEMENT FEE
Clause 15.1
The Owner shall pay to the Manager for their services as
Manager under this Agreement an annual Management Fee equal to
2.0% of the gross freight income of the Vessel for the first
six years after delivery of a Vessel and 2.5% thereafter.
Manager's Fee shall be payable monthly in advance on the first
day of each month and shall be based upon a pre-approved
budget submitted by Manager ("Budgeted Management Fee"). The
Budgeted Management Fee paid pursuant to this Section shall be
adjusted quarterly in arrears for each quarter ending on the
last day of March, June, September and December (each a
"Calendar Quarter") and the difference between the actual
Management Fee earned for a Calendar Quarter and the aggregate
Budgeted Management Fee paid for such Quarter shall be
reflected in the Budgeted Monthly Management Fee payable on
the 1st day of the second month immediately following the end
of any Calendar Quarter. "Gross freight income" shall mean all
income derived by the Owner from clients in relation to the
employment of the Vessel(s) including but not limited to
freight, time charterhire, demurrage, dead freight (demurrage
and/or dead freight only to be included on the basis of the
amounts actually received), less any third party brokers'
commissions.
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New subclauses shall be added to 15.1
15.1(a) Manager shall submit an invoice in an amount equal to
the Management Fee earned for the current calendar month to
Navigator. Navigator shall pay the Budgeted Management Fee on
behalf of the Owner to the Manager as provided in the
Indenture on the first day of the month immediately preceding
the proposed delivery date for each Vessel.
15.3
New subclause shall be added to 15.3
15.3(b) The Owner will pay redundancy costs which are in
excess of the funds accumulated in the redundancy fund. Any
funds remaining in the Redundancy Fund after settling all
costs will be refunded to the Owners.
15.6
New subclause to be added:
"In case of the vessel being lost, sold, bareboat chartered or
otherwise being disposed of, managers to be paid the Budgeted
Management Fee (which shall be the average Budgeted Management
Fee paid during the prior 12 months as adjusted) for 6 months
and thereafter at 50% of the Budgeted Management Fee until all
matters relating to such Vessel are settled."
15.7
New subclause to be added:
"On board inspections by qualified inspector shall be included
in management fee as ongoing management, but travel expenses
abroad for vessel's account."
Clause 16.4
Income and expense reports shall be prepared on a quarterly
basis as to each Vessel subject to this Agreement and shall be
presented to the Navigator Gas Management Limited
("Navigator") within 15 days after the end of each calendar
quarter.
CL. 23 DURATION OF AGREEMENT
23.2. The initial term of this Agreement (the "Initial Term")
shall be three years commencing as to a vessel on the date
such vessel is delivered.
23.2(a) After the Initial Term, this Agreement shall be
terminable by Owner or Manager upon the giving of [90] days
written notice of its intention to terminate this Agreement.
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23.2(b) If this Agreement has not been terminated as provided
in 23.2 above, the term of this Agreement shall automatically
be extended for a period of one year on each anniversary date
of the day on which the Vessel subject to the Agreement was
delivered, commencing on the third anniversary date of such
delivery date.
_________________________________
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THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "▇▇▇▇▇▇▇"
Date of Agreement:
Name Of Vessel:
Particulars of Vessel:
NAME
Call Sign
Flag
Built
Yard/number
LOA/Width
Depth
Draught
Gross/Net
Deadweight
Class Society/nbr
Class Sign
Next class renewal due
Main engine
Manager's Budget for the first year with effect from the Commencement Date of
this Agreement:
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Per Annum Per Day
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1. Crew Expenses
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2. Victualling
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3. Insurance
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4. Luboil
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5. Equipment Deck
and Engine
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6. Repair Deck and
Engine
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7. General
Expenses
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8. Management Fee
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TOTAL
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Per Annum Per Day
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1. Crew Expenses
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2. Victualling
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3. Insurance
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4. Luboil
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5. Equipment Deck
and Engine
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6. Repair Deck and
Engine
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7. General
Expenses
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8. Management Fee
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TOTAL P.A.
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Remark: Drydocking and renovation provision excluded from budget. Crew expenses
NON-ITF conditions.
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ANNEX "D"
DRUG & ALCOHOL POLICY
PREAMBLE
The abuse of drugs and alcohol and their effects are one of the most significant
social problems of our time. Appropriately they are receiving increasing
attention both in public and in legislation.
In response to this increased concern the _____________ (hereinafter referred to
as "Company") has prepared the following policy statement and attendant rules
that are to be adhered to by all personnel employed on vessels owned and/or
managed by the company.
It is our aim to enforce this policy as part of a vital contribution to safety
and health on board as well as to a safe and efficient operation at
installations used by the vessels.
POLICY
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1. No crewmember or master shall be intoxicated at any time.
2. No crewmember or master shall navigate or assist in navigating a ship
or operate its equipment or perform any scheduled duties while impaired
by drugs or alcohol.
3. The misuse of legitimate drugs or the use, possession, distribution or
sale of illicit or unprescribed drugs on board ships is prohibited.
4. Any crewmember using medicines which can cause or can contribute to
unacceptable job performance or unusual job behavior shall report this
to the master. The master is then to take action appropriate to the
situation.
5. Use of other substances which alone or in combination can cause or
continue to unacceptable job performance or unusual job behavior is
prohibited.
CONTROL
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1. The master shall be responsible for the control of the use of alcohol
and prescribed drugs onboard.
2. Under no circumstances are the master or crewmembers allowed to consume
alcoholic beverages in such quantities that will hinder them from
reacting efficiently in an emergency (see procedure 3.).
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3. Masters, officers and ratings shall observe a period of abstinence from
alcohol prior to commencement of watch or duty. This is to ensure that
they are not intoxicated when going on duty. The length of this period
of abstinence depends on the amount of alcohol consumed beforehand. It
must be taken into account that the human body is able to reduce an
average of 0,15 0/00 alcohol per hour.
A blood alcohol content of 0,15 0/00 is reached after consumption of
about one unit according to the following table:
Volume Units
Beer and Lagers 250cc 1
Extra Strength Beer and Lagers 250cc 2.5
Spirit/Liquor 30cc 1
Table Wine 100cc 1
▇▇▇▇▇▇ or Fortified Wine 60cc 1
If the consumption of alcohol equals four units according to the above table the
period of abstinence must be at least four hours.
PROCEDURES
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1. Any crewmember or master found misusing legitimate drugs or found in
possession of or using, selling, distributing or smuggling illicit or
unprescribed drugs shall be dismissed by the company.
2. Any crewmember or master found impaired by alcohol or drugs while on
duty shall immediately be relieved of his duties and replaced. The
master and a relevant witness shall report such alcohol or drug abuse
to the company in writing as soon as possible. A copy of such report
will be put in before to the subject crewmember for signature.
3. When the effect of intoxicants on a person's manner, disposition,
speech, general appearance or behavior is apparent by observation the
master is to arrange for an alcohol test with the testing device. A
crewmember or master shall be considered impaired when having an
alcohol content of 0,4 0/00 (40mg/100 ml blood) or greater.
4. Every position of a master and officer shall be tested twice a year for
alcohol and drug abuse. Such tests shall be unannounced and shall be
taken during the person's duty. The person(s) to be tested and the
date/time shall be designated by the Company.
5. The Company will supply the necessary testing devices.
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DISTRIBUTION
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All crewmembers and masters will be given a copy of this document and are to
sign the attached form. The form is to be kept by the Master and a copy is to be
sent to the Company's office. The master is responsible for ensuring that all
members of the crew are fully aware of and understand the Company's "Drug and
Alcohol Policy".
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