APPENDIX I FORM OF SHIP MANAGEMENT AGREEMENT

Exhibit 10.4

APPENDIX I

FORM OF SHIP MANAGEMENT AGREEMENT

 

1.	Date of Agreement [to be dated the date of execution]	THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT AGREEMENT CODE NAME: “XXXXXXX 98” Part I
2.	Owners (name, place of registered office and law of registry) (Cl. 1)	3.	Managers (name, place of registered office and law of registry) (Cl. 1)
	Name [name of relevant member of the Partnership Group]		Name Costamare Shipping Company S.A.
	Place of registered office [to be completed]		Place of registered office Panama City, Republic of Panama
	Law of registry [to be completed]		Law of registry Republic of Panama
4.	Day and year of commencement of Agreement (Cl. 2) [to be completed on execution]
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) YES	10.	Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6) YES
11.	Provisions (state “yes” or “no” as agreed) (Cl. 3.7) YES	12.	Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) YES
13.	Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i)) 36 months (including any optional extensions applicable) and with a gross daily rate (or time charter equivalent) of US$[  ]	14.	Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) Clause 6.3(ii)
15.	Annual Management Fee (state annual amount) (Cl. 8.1) See Clause 8.1	16.	Severance Costs (state maximum amount) (Cl. 8.4(ii) not applicable
17.	Day and year of termination of Agreement (Cl. 17) see Clause 17	18.	Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19) see Clause 19.1
19.	Notices (state postal and-cable-address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) c/o Costamare Partners LP 00 Xxxxxxxx Xxxxxx & Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx Telefax: + 30 210 940 6454 Attention: Chief Executive Officer	20.	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20) 00 Xxxxxxxx Xxxxxx & Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx Telefax: x00 000 000 0000 Attention: Chief Executive Officer
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further..
Signature(s) (Owners)         [name of relevant member of the Partnership Group]		Signature(s) (Managers)         COSTAMARE SHIPPING COMPANY S.A.

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 text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.

PART II
“XXXXXXX 98” Standard Ship Management Agreement

1.	Definitions	1			practice.		49
	In this Agreement save where the context otherwise requires,	2
	the following words and expressions shall have the meanings	3			3.1 Crew Management		50
	hereby assigned to them.	4			(only applicable if agreed according to Box 5)		51
	“Owners” means the party identified in Box 2.	5			The Managers shall provide suitably qualified Crew for the Vessel		52
	“Managers” means the party identified in Box 3.	6			as required by the Owners in accordance with the STCW 95		53
	“Vessel” means the vessel or vessels details of which are set out	7			requirements, provision of which includes but is not limited to		54
	in Annex “A” attached hereto.	8			the following functions:		55
	“Business Day” shall have the same meaning as ascribed thereto				(i)	selecting and engaging the Vessel’s Crew, including payroll	56
	In Section 1.1 of the Partnership Management Agreement.	8				arrangements, pension administration, and insurances for	57
	“Crew” means the Master, officers and ratings employed on the	9				the Crew other than those mentioned in Clause 6;	58
	Vessel from time to time of the numbers,				(ii)	ensuring that the applicable requirements of the law of the	58
	rank and nationally specified in Annex “B” attached hereto.	10				flag of the Vessel are satisfied in respect of xxxxxxx levels,	60
	“Crew support Code” means all expenses of a general nature	11				rank, qualification and certification of the Crew and	61
	which are not particularly referable to any individual vessel for	12				employment regulations including Crew’s tax, social	62
	the time being managed by the Managers and which are incurred	13				insurance, discipline and other requirements;	63
	by the Managers for the purpose of providing an efficient and	14			(iii)	ensuring that all members of the Crew have passed a medical	64
	economic management service and, without prejudice to the	15				examination with a qualified doctor certifying that they are fit	65
	generality of the foregoing, shall include the cost of crew standby	16				for the duties for which they are engaged and are in possession	66
	pay, training schemes for officers and ratings, cadet training	17				of valid medical certificates issued in accordance with	67
	schemes, sick pay, study pay, recruitment and interviews.	18				appropriate flag State requirements. In the absence of	68
	“Related Manager” shall have the meaning as ascribed thereto	19				applicable flag State requirements the medical certificate shall	69
	in Section 1.1 of the Partnership Management Agreement.					be dated not more than three months prior to the respective	70
	“Severance Costs” means the costs which the employers are					Crew members leaving their country of domicile and	71
	legally obliged to pay to or in respect of the Crew as a result of	20				maintained for the duration of their service on board the Vessel;	72
	the early termination of any employment contract for service on	21			(iv)	ensuring that the Crew shall have a command of the English	73
	the Vessel.	22				language of a sufficient standard to enable them to perform	74
	“Crew Insurances” means insurances against crew risks which	23				their duties safely;	75
	shall include but not be limited to death, sickness, repatriation,	24			(v)	arranging transportation of the Crew, including	76
	injury, shipwreck unemployment indemnity and loss of personal	25				repatriation, board and lodging as and when required at rates and
	effects.	26				types of accommodations as customary in the industry;
	“Partnership Management Agreement” means the agreement dated				(vi)	training of the Crew and supervising their efficiency;	77
	[  ] 2015 made between the Partnership and the Managers.				(vii)	keeping and maintaining full and complete records of any	78
	“Management Services” means the services specified in sub-	27				labor agreements which may be entered into with the Crew and,
	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.	28				if applicable, conducting union negotiations;
	“ISM Code” means the International Management Code for the	29			(viii)	operating the Managers’ drug and alcohol policy unless	79
	Safe Operation of Ships and for Pollution Prevention as adopted	30				otherwise agreed in writing.	80
	by the International Maritime Organization (IMO) by resolution	31
	A.741(18) or any subsequent amendment thereto.	32			3.2 Technical Management		81
	“ISPS Code” means the International Ship and Port Facility.				(only applicable if agreed according to Box 6)		82
	Security Code constituted pursuant to resolution A.924(22) of				The Managers shall provide technical management which		83
	the International Maritime Organisation now set out in Chapter				includes, but is not limited to, the following functions:		84
	XI-2 of the International Convention for the Safety of Life at Sea				(i)	provision of competent personnel to supervise the	85
	(SOLAS) 1974 (as amended) and the mandatory ISPS Code as					maintenance and general efficiency of the Vessel;	86
	adopted by a Diplomatic Conference of the International				(ii)	arrangement and supervision of dry dockings, repairs,	87
	Maritime Organisation on Maritime Security in December 2002					alterations and the upkeep of the Vessel to the standards	88
	and includes any amendments or extensions to it and any					required by the Owners provided that the Managers shall	89
	regulation issued pursuant to it.					be entitled to incur the necessary expenditure to ensure	90
	“Partnership” means Costamare Partners LP of Trust Company					that the Vessel will comply with the law of the flag of the	00
	Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx of the					Vessel and of the places where she trades, and all	92
	Xxxxxxxx Xxxxxxx XX00000.					requirements and recommendations of the classification	93
	“STCW 95” means the International Convention on Standards	33				society;	94
	of Training, Certification and Watchkeeping for Seafarers, 1978,	34			(iii)	arrangement of the supply of necessary stores, spares and	95
	as amended in 1995 or any subsequent amendment thereto.	35				lubricating oil;	96
					(iv)	appointment of surveyors and technical consultants as the	97
2.	Appointment of Managers	36				Managers may consider from time to time to be necessary;	98
	With effect from the day and year stated in Box 4 and continuing	37			(v)	development, implementation and maintenance of a Safety	99
	unless and until terminated as provided herein, the Owners	38				Management System (SMS) in accordance with the ISM	100
	hereby appoint the Managers as the technical and commercial	39				Code (see sub-clauses 4.2 and 5.3) and of a security system in	101
	managers of the Vessel and the Managers hereby agree					accordance with the ISPS Code;
	to act as the technical and commercial Mmanagers of the Vessel.	40			(vi)	handling any claims against the builder of the Vessel
						arising out of the relevant shipbuilding contract,
3.	Basis of Agreement					if applicable; and
	Subject to the terms and conditions herein provided, during the	42			(vii)	on request by the Owners, providing the Owners with a
	period of this Agreement, the Managers shall carry out	43				copy of any inspection report, survey, valuation or any other
	Management Services in respect of the Vessel as agents for	44				similar report prepared by any shipbrokers, surveyors, the
	and on behalf of the Owners. Subject to Section 4.6 of the Partnership	45				Class etc..
	Management Agreement, Tthe Managers shall have authority
	to take such actions as they may from time to time in their absolute	46			3.3 Commercial Management		102
	discretion consider to be necessary to enable them to perform	47			(only applicable if agreed according to Box 7)		103
	this Agreement in accordance with sound ship management	48			The Managers shall provide the commercial operation of the		104

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 text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.

PART II
“XXXXXXX 98” Standard Ship Management Agreement

	Vessel,-as-required-by-the-Owners, which includes, but is not		105			negotiation of the same. The Managers shall, on the request of		147
	limited to, the following functions:		106			the Owners, either directly or by employing the services of a
	(1)	providing chartering services in-accordance-with-the-Owners’	107			broker, endeavor to procure a buyer for the Vessel at a price
		institutions-which include, but are not limited to, seeking	108			and otherwise on terms acceptable to the Owners.
		and negotiating employment for the Vessel and the conclusion	109			3.7 Provisions (only applicable if agreed according to Box 11)		148
		(including the execution thereof) of charter parties or other	110			The Managers shall arrange for the supply of provisions.		149
		contracts relating to the employment of the Vessel, whether on a	111
		voyage, time, demise, contract of affreightment or other				3.8 Bunkering (only applicable if agreed according to Box 12)		150
		basis. If such a				The Managers shall arrange for the provision of bunker fuel of the		151
		contract exceeds the period and is for a rate that is less than	112			quality specified by the Owners as required for the Vessel’s trade.		152
		the rate, in either case, stated in Box 13, consent thereto
		in writing shall first be obtained from the Owners.	113		4.	Managers’ Obligations		153
	(ii)	arranging of the proper payment to Owners or their nominees	114			4.1 Without prejudice to the relevant provisions of the Partnership		154
		of all hire and/or freight revenues or other moneys of	115			Management Agreement and in particular, but without limitation
		whatsoever nature to which Owners may be entitled arising	116			to the foregoing, the provisions of Section 2.3, Section 4.1,
		out of the employment of or otherwise in connection with the	117			Section 4.5 and Section 4.7 thereof, the Managers undertake to
		Vessel;.	118			use their best-endeavors commercially reasonable efforts to
	(iii)	providing voyage estimates and accounts and calculating of	119			provide the agreed Management Services as agents for and on		155
		hire, freights, demurrage and/or dispatch moneys due from	120			behalf of the Owners in accordance with sound ship management		156
		or due to the charterers of the Vessel;	121			practice and to protect and promote the interests of the Owners in		157
	(iv)	issuing to the Crew ofappropriate voyage instructions and	122			all matters relating to the provision of services hereunder.		158
		monitoring voyage performance;				Provided, however, that the Managers in the performance of their		159
	(v)	appointing agents;	123			management responsibilities under this Agreement shall be entitled		160
	(vi)	appointing stevedores;	124			to have regard to their overall responsibility in relation to all vessels		161
	(vii)	arranging surveys associated with the commercial operation	125			as may from time to time be entrusted to their management and		162
		of the Vessel;	126			in particular, but without prejudice to the generality of the foregoing,		163
	(viii)	carrying out the necessary communications with the				the Managers shall be entitled to allocate available supplies,		164
		shippers, charterers and others involved with the receiving				manpower and services in such manner as in the prevailing		165
		and handling of the Vessel at the relevant loading and				circumstances the Managers in their absolute discretion consider		166
		discharging ports, including sending any notices required				to be fair and reasonable.		167
		under the terms of the Vessel’s employment at the time;				4.2 Where the Managers are providing Technical Management		168
	(ix)	invoicing on behalf of the Owners all freights, hires,				in accordance with sub-clause 3.2, they shall procure that the		169
		demurrages, outgoing claims, refund of taxes, balances of				requirements of the law of the flag of the Vessel are satisfied and		170
		disbursements, statements of account and other sums due				they shall in particular be deemed to be the “Company’ as defined		171
		to the Owners and account receivables arising from the				by the ISM Code, assuming the responsibility for the operation of		172
		operation of the Vessel and, upon the request of the Owners,				the Vessel and taking over the duties and responsibilities imposed		173
		issuing releases on behalf of the Owners upon receipt of				by the ISM Code and/or the ISPS Code when applicable.		174
		payment or settlement of any such amounts;
	(x)	preparing off-hire statements and/or hire statements;
	(xi)	procuring and arranging for port entrance and clearance,
		pilots, consular approvals and other services necessary for			5.	Owners’ Obligations		175
		the management and safe operation of the Vessel; and				5.1 Without prejudice to the relevant provisions of the Partnership		176
	(xii)	reporting to the Owners of any major casualties,				Management Agreement, Tthe Owners shall pay all sums due to
		damages received or caused by the Vessel or any major				the Managers punctually
		release or discharge of oil or other hazardous material not in				in accordance with the terms of this Agreement.		177
		compliance with any laws.				5.2 Where the Managers are providing Technical Management		178
	3.4 Insurance Arrangements’		127			in accordance with sub-clause 3.2, the Owners shall:		179
	(only applicable if agreed according to Box 8)		128			(i)	procure that all officers and ratings supplied by them or on	180
	The Managers shall arrange insurances in accordance with		129				their behalf comply with the requirements of STCW 95;	181
	Clause 6, on such terms and conditions as the Owners shall		130			(ii)	instruct such officers and ratings to obey all reasonable orders	182
	have instructed or agreed, in particular regarding underwriters		131				of the Managers in connection with the operation of the	183
	conditions,						Managers’ safety management system.	184
	insured values, deductibles and franchises.		132			5.3 Where the Managers are not providing Technical Management		185
						in accordance with sub-clause 3.2, the Owners shall procure that		186
	3.5 Accounting Services		133			the requirements of the law of the flag of the Vessel are satisfied		187
	(only applicable if agreed according to Box 9)		134			and that they, or such other entity as may be appointed by them		188
	Without prejudice to the relevant provisions of the Partnership		135			and identified to the Managers, shall be deemed to be the		189
	Management Agreement and, in particular, but without					“Company” as defined by the ISM Code assuming the responsibility		190
	limitation, Section 4.11, Section 5.1 and Section 10.6 thereof,					for the operation of the Vessel and taking over the duties and		000
	Xxxx Managers shall:					responsibilities imposed by the ISM Code when applicable.		192
	(I)	establish an accounting system which meets the	136
		requirements of the Owners and provide regular accounting	137
		services, supply regular reports and records,	138
	(ii)	maintain the records of all costs and expenditure incurred	139		6.	Insurance Policies		193
		as well as data necessary or proper for the settlement of	140			The Owners shall procure, whether-by instructing the Managers		194
		accounts between the parties.	141			under sub-clause 3.4 or otherwise, that throughout the period of		195
						this Agreement:		196
	3.6 Sale or Purchase of the Vessel		142			6.1 at the Owners’ expense, the Vessel is insured for not less		197
	(only applicable if agreed according to Box 10)		143			than her sound market value or entered for her full gross tonnage,		198
	The Managers shall, in accordance with the Owners’ instructions,		144			as the case may be for:		199
	supervise the sale or purchase of the Vessel, including the		145			(i)	usual hull and machinery marine risks (including crew	200
	performance of any sale or purchase agreement, but not		146				negligence) and excess liabilities;	201
						(ii)	protection and indemnity risks (including pollution risks and	202

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 text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.

PART II
“XXXXXXX 98” Standard Ship Management Agreement

		Crew insurances); and	203			in accordance with the provisions of Article IX of the Partnership
	(iii)	war risks (including protection and indemnity and crew risks);	204			Management Agreement.
		and				payable on the commencement of the Agreement (see Clause		247
	(iv)	any other insurance that the Owners determine or the				2 and Box 4) and subsequent installments being payable every		248
		Managers advise them in writing that, in either case, it is				month.		249
		prudent or, as the case may be, appropriate on the basis of				8.2 The management fee shall be subject to an annual-review		250
		prevailing market practices to be obtained in respect of the				in accordance with the provisions of Sections 9.2 and 9.3 of the		251
		Vessel, its freight/hire or any third party liabilities,				Partnership Management Agreement the anniversary date of the
						Agreement and the proposed
		in each case in accordance with the best practice of prudent owners	205			fee shall be presented in the annual budget referred to in sub-		252
		of				clause 9.1.		253
		vessels of a similar type to the Vessel, with first crass insurance	206			8.3 The Managers shall, at no extra cost to the Owners, provide		254
		companies, underwriters or associations (“the Owners’	207			their own office accommodation, office staff, facilities and		255
		Insurances”);	208			stationery.  Without limiting the generality of Clause 7 the Owners		256
		6.2 all premiums and calls and applicable deductibles and/or	209			shall reimburse the Managers for postage and communication		257
		franchises on the Owners’ Insurances are paid				expenses, travelling expenses, and other out of pocket		258
		promptly by their due date,	210			expenses properly incurred by the Managers in pursuance of		259
		6.3 the Owners’ Insurances name the Managers and, subject	211			the Management Services.		260
		to underwriters’ agreement, any third party designated by the	212			8.4 The provisions of Section 9.4, Section 9.5, Section 9.6 and		261
		Managers as a joint assured, with full cover, with the Owners	213			Section 9.7 of the Partnership Management Agreement shall be
		obtaining cover in respect of each of the insurances specified in	214			deemed as incorporated herein mutatis mutandis.
		sub-clause 6.1:	215			8.5 The Managers have the right to demand the payment of any
	(i)	on terms whereby the Managers and any such third party	216			of the management fees and expenses payable under this
		are liable in respect of premiums or calls arising in connection	217			Agreement either from the Partnership or the Owners.  Payment of
		with the Owners’ Insurances; or	218			any such fees or expenses or any part thereof by either the
	(ii)	if reasonably obtainable, on terms such that neither the	219			Partnership or the Owners shall prevent the Managers from making a
		Managers nor any such third party shall be under any	220			claim on the other person for the same amount to the extent
		liability in respect of premiums or calls arising in connection	221			that the same has been already paid to the Managers.
		with the Owners’ Insurances; or	222			in the event of the appointment of the Managers being
	(iii)	on such other terms as may be agreed in writing.	223			terminated by the Owners of the Managers in accordance with		262
	Indicate alternative (i), (ii) or (iii) in Xxx 00. If Box 14 is left		224			the provisions of Clauses 17 and 18 other than by reason of		263
	blank then (i) applies.		225			default by the Managers, or if the Vessel is lost, sold or otherwise		264
		6.4 written evidence is provided, to the reasonable satisfaction	226			Disposed of, the “management fee” payable to the Managers		265
		of the Managers, of their compliance with their obligations under	227			According to the provisions of sub-clause 8.1, shall continue to		266
		Clause 6 within a reasonable time of the commencement of	228			be payable for a further period of three calendar months as		267
		the Agreement, and of each renewal date and, If specifically	229			from the termination date. In addition, provided that the		268
		requested, of each payment date of the Owners’ Insurances,	230			Managers provide Crew for the Vessel in accordance with sub-		269
						clause 3.1.		270
7.	Income Collected and Expenses Paid on Behalf of Owners		231			(i)	the Owners shall continue to pay Crew Support Costs during	271
	7.1 Without prejudice to the provisions of Section 10.7 of the		232				the said further period of three calendar months and	272
	Partnership Management Agreement, Aall moneys collected by the					(ii)	the Owners shall pay an equitable proportion of any	273
	Managers under the terms of						Severance Costs which may materialize, not exceeding	274
	this Agreement (other than moneys payable by the Owners to		233				the amount stated in Box 16.	275
	the Managers) and any interest thereon shall be held to the		234			8.5 If the Owners decide to lay up the Vessel whilst this		276
	credit of the Owners in a separate bank account.		235			Agreement remain in force and such lay up lasts for more		277
	7.2 Without prejudice to the provisions of Section 9.7, Section		236			than three months, an appropriate reduction of the management		278
	10.5 and Section 10.8 of the Partnership Management Agreement, Aall					fee for the period exceeding three months until one month		279
	expenses incurred by the Managers under the terms					before the Vessel is again put into service shall be mutually		280
	of this Agreement on behalf of the Owners (including expenses		237			agreed between the parties.		281
	as provided in Clause 8) may be debited against the Owners		238			8.6  Unless otherwise agreed in writing all discounts and		282
	in the account referred to under sub-clause 7.1 but shall in any		239			commissions obtained by the Managers in the course of the		283
	event remain payable by the Owners to the Managers on		240			management of the Vessel shall be credited to the Owners		284
	demand. For the avoidance of doubt, the Managers can make		241
	such demand on the Owners as well as on the Partnership as				9.	Budgets and Management of Funds		285
	provided in Section 10.5 of the Partnership Management Agreement.					9.1 The Owners are aware that the Managers will be preparing		286
	Furthermore and without prejudice to the generality of the					budgets in connection with, inter alia, the provision of the
	provisions of this Clause 7, the Managers shall, subject to being					Management Services which the Managers will be submitting
	placed in funds by the Owners or the Partnership, arrange for the					for approval to the Partnership in accordance with the provisions of
	payment of all ordinary charges incurred in connection with the					Article X of the Partnership Management Agreement. The Managers
	Management Services, including, but not limited to, all canal					shall present to the Owners annually a
	tolls, port charges, any amounts due to any governmental					budget for the following twelve months in such form as the		287
	authority with respect to the Crew and all duties and taxes in					Owners require. The budget for the first year hereof is set out		288
	respect of the Vessel, the cargo, hire or freight (whether levied					in Annex “C” hereto. Subsequent annual budgets shall be		289
	against the Owners, the Partnership or the Vessel), insurance					prepared by the Managers and submitted to the Owners not		290
	premiums, advances of balances of disbursements, invoices for					less than three months before the anniversary date of the		291
	bunkers, stores, spares, provisions, repairs and any other					commencement of this Agreement (see Clause 2 and Box 4).		292
	material and/or service in respect of the Vessel.					9.2  The Owners shall indicate to the Managers their acceptance		293
8	Management Fee		242			and approval of the annual budget within one month of		294
	8.1 The Owners shall pay to the Managers for their services		243			presentation and in the absence of any such indication the		295
	as Managers under this Agreement an-annual the management		244			Managers shall be entitled to assume that the Owners have		296
	fees as stated in Box 15 Section 9.1(a) and Section 9(b) of the		245			accepted the proposed budget.		297
	Partnership Management Agreement -which shall be payable by-equal					9.3  Following the agreement of the budget, the Managers shall		298
	monthly installments in advance, the first installment being monthly		246

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 text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.

PART II
“XXXXXXX 98” Standard Ship Management Agreement

prepare and present to the Owners their estimate of the working		299
capital requirement of the Vessel and the Managers shall each		300
month up date this estimate. Based thereon, Without prejudice to the right of the Managers to ask for funds in relation to the Management Services directly from the Partnership in accordance with the relevant provisions of the Partnership Management Agreement, the Managers shall		301
each month request the Owners in writing for the funds required		302
to run the Vessel for the ensuing month, including the payment		303
of any occasional or extraordinary item of expenditure, such as		304
emergency repair costs, additional insurance premiums, bunkers		305
or provisions. Such funds shall be received by the Managers		306
within ten running days after the receipt by the Owners of the		307
Managers’ written request and shall be held to the credit of the		308
Owners in a separate bank account in the name of the Managers or, if requested by the Managers, in the name of the Owners.		309
9.4 The Managers shall produce a comparison between		310
budgeted and actual income and expenditure of the Vessel in		311
such form as required by the Owners monthly or at such other		312
intervals as mutually agreed.		313
9.5 Notwithstanding anything contained herein to the contrary,		314
the Managers shall in no circumstances be required to use or		315
commit their own funds to finance the provision of the		316
Management Services.		317
10.	Managers’ Right to Sub-Contract	318
	Except to a Related Manager or V.Ships Greece Ltd. (where the Manager may subcontract any of their obligations hereunder, without need of obtaining the Owners’ consent for doing so), or as provided in the Partnership Management Agreement, Tthe Managers shall not have the right to sub-contract any of	319
	their obligations hereunder, including those mentioned in sub-	320
	clause 3.1, without the prior written consent of the Owners which	321
	shall not be unreasonably withheld and which shall be promptly responded to. In the event of such a sub-	322
	contract the Managers shall remain fully liable for the due	323
	performance of their obligations under this Agreement	324
11.	Responsibilities	325
		326
	The parties agree that the provisions of Sections 11.1 to 11.5 (inclusive) of the Partnership Management Agreement, shall apply to this Agreement mutatis mutandis, save that references therein to “any Shipmanagement Agreement or any Supervision Agreement” shall be omitted and references to “Partnership”, “any member of the Partnership Group”, “Manager”, “any Submanager”, “a Vessel”, “Section”, “Management Fees”, “each Shipmanagement Agreement”, “Partnership Group” and “Article Xl” shall be construed as references to the Owners, the Owners, the Managers, any submanager, the Vessel, Clause, management fee, this Agreement, the Owners and Clause 11, respectively, when used herein.
	11.1 Force Majeure - Neither the Owners nor the Managers
	shall be under any liability for any failure to perform any of their	327
	obligations hereunder by reason of any cause whatsoever of	328
	any nature or kind beyond their reasonable control	329
	11.2 Liability to Owners – (i) Without prejudice to sub-clause	330
	11.1, the Managers shall be under no liability whatsoever to the	331
	Owners for any loss, damage, delay or expense of whatsoever	332
	nature, whether direct or indirect, (including but not limited to	333
	loss of profit arising out of or in connection with detention of or	334
	delay to the Vessel) and howsoever arising in the course of	335
	performance of the Management Services UNLESS same is	336
	proved to have resulted solely from the negligence, gross	337
	negligence or wilful default of the Managers or their employees,	338
	or agents or sub-contractors employed by them in connection	339
	with the Vessel, in which case (save where loss, damage, delay	340
	or expense has resulted from the Managers’ personal act or	341
	omission committed with the intent to cause same or recklessly	342
	and with knowledge that such loss, damage, delay or expense	343
	would probably result) the Managers’ liability for each incident	344

	or series of incidents giving rise to a claim or claims shall never	345
	Exceed a total of ten times the annual management fee payable	346
	hereunder,	347
	(ii) Notwithstanding anything that may appear to the contrary in	348
	this Agreement, the Managers shall not be liable for any of the	349
	actions of the Crew, even if such actions are negligent, grossly	350
	negligent or wilful, except only to the extent that they are shown	351
	to have resulted from a failure by the Managers to discharge	352
	their obligations under sub clause 3.1, in which case their liability	353
	shall be limited in accordance with the terms of this Clause 11.	354
	11.3 Indemnity – Except to the extent and solely for the amount	355
	therein set out that the Managers would be liable under sub-	356
	clause 11.2, the Owners hereby undertake to keep the Managers	357
	and their employees, agents and sub-contractors indemnified	358
	and to hold them harmless against all actions, proceedings,	359
	claims, demands or liabilities whatsoever or howsoever arising	360
	which may be brought against them or incurred or suffered by	361
	them arising out of or in connection with the performance of the	362
	Agreement, and against and in respect of all costs, losses,	363
	damages and expenses including legal costs and expenses on	364
	a full indemnity basis) which the Managers may suffer or incur	365
	(either directly or indirectly) in the course of the performance of	366
	this Agreement.	367
	11.4 “Himalaya” – It is hereby expressly agreed that no	368
	employee or agent of the Managers (including every sub-	369
	contractor from time to time employed by the Managers) shall in	370
	Any circumstances whatsoever be under any liability whatsoever	371
	to the Owners for any loss, damage or delay of whatsoever kind	372
	arising or resulting directly or indirectly from any act, neglect or	373
	default on his part while acting in the course of or in connection	374
	with his employment and, without prejudice to the generality of	375
	the foregoing provisions in this Clause 11, every exemption,	376
	limitation, condition and liberty herein contained and every right,	377
	exemption from liability, defence and immunity of whatsoever	378
	nature applicable to the Managers or to which the Managers are	379
	entitled hereunder shall also be available and shall extend to	380
	protest every such employee or agent of the Managers acting	381
	as aforesaid and for the purpose of all the foregoing provisions	382
	of this Clause 11 the Managers are or shall be deemed to be	383
	acting as agent or trustee on behalf of and for the benefit of all	384
	persons who are or might be their servants or agents from time	385
	to time (including sub-contractors as aforesaid) and all such	386
	persons shall to this extent be or be deemed to be parties to this	387
	Agreement.	388
12.	Documentation	389
	Without prejudice to the relevant provisions of the Partnership Management Agreement, Wwhere the Managers are providing Technical Management in	390
	accordance with sub-clause 3.2 and/or Crew Management in	391
	accordance with sub-clause 3.1, they shall make available,	392
	upon Owners’ request, all documentation and records related	393
	to the Safety Management System (SMS) and/or the Crew	394
	which the Owners need in order to demonstrate compliance	395
	with the ISM Code, the ISPS Code and STCW 95 or to defend a claim against	396
	a third party.	397
13.	General Administration	398
	13.1 Without prejudice to the provisions of Article V of the Partnership Management Agreement, but subject to the provisions of Section 4.6 of the Partnership Management Agreement, Tthe Managers shall handle and settle all claims arising	399
	out of the Management Services hereunder and keep the Owners	400
	informed regarding any incident of which the Managers become	401
	aware which gives or may give rise to material claims or disputes involving	402
	third parties.	403
	13.2 The Managers shall, as instructed by the Owners under this Agreement and/or, as the case may be, Section 4.6 of the Partnership Management Agreement, bring	404
	or defend actions, suits or proceedings in connection with matters	405
	entrusted to the Managers according to this Agreement.	406

This document is a computer generated 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 text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.

PART II
“XXXXXXX 98” Standard Ship Management Agreement

	13.3 The Managers shall also have power to obtain legal or			407
	technical or other outside expert advice in relation to the handling			408
	and settlement of claims and disputes or all other matters			409
	effecting the interests of the Owners in respect of the Vessel.			410
	13.4 The Owners shall arrange for the provision of any			411
	necessary guarantee bond or other security.			412
	13.5 Any costs reasonably-incurred by the Managers in			413
	carrying out their obligations according to Clause 13 shall be			414
	reimbursed by the Owners.			415
14.	Auditing			416
	The Managers shall at all times maintain and keep true and			417
	correct accounts and shall make the same available for inspection			418
	and auditing by the Owners at such times as may be mutually			419
	agreed. On the termination, for whatever reasons, of this			420
	Agreement, the Managers shall release to the Owners, if so			421
	requested, the originals where possible, or otherwise certified			422
	copies, of all such accounts and all documents specifically relating			423
	to the Vessel and her operation. For the avoidance of any doubt,			424
	this Clause is in addition to and not in substitution of the
	relevant provisions of the Partnership Management Agreement,.
15.	Inspection of Vessel			425
	The Owners shall have the right at any time after giving			426
	reasonable notice to the Managers to inspect the Vessel for any			427
	reason they consider necessary.			428
16.	Compliance with Laws and Regulations			429
	The Managers will not do or permit to be done anything which			430
	might cause any breach or infringement of the laws and			431
	regulations of the Vessel’s flag, or of the places where she trades.			432
17.	Duration of the Agreement			433
	This Agreement shall come into effect on the day and year stated			434
	in Box 4 and shall continue until the date the Partnership Management			435
	Agreement is terminated in accordance with the provisions of
	Article XIII thereof, unless this Agreement is terminated earlier
	in accordance with the provision of Clause 18 hereofthe date
	stated in Box 17.
	Thereafter it shall continue until terminated by either party giving			436
	to the other notice in writing, in which event the Agreement shall			437
	terminate upon the expiration of a period of two months from the			438
	date upon which such notice was given.			439
18.	Termination			440
	18.1 Owners’ default			441
	(i)	The Managers shall be entitled to terminate the Agreement		442
		with immediate effect by notice in writing if any moneys		443
		payable by the Owners under this Agreement and/or the		444
		owners of-any associated vessel, details of which are listed		445
		in Annex “D”, shall not have been received in the Managers’		446
		nominated account within ten20 running Business dDays of		447
		receipt by
		the Owners of the Managers written request or if the Vessel		448
		is repossessed by the Mortgagees.		449
	(ii)	if the Owners:		450
		(a)	fall to meet their obligations under 5 sub-clauses 5.2	451
			and 5.3 of this Agreement for any reason within their	452
			control, or	453
		(b)	proceed with the employment of or continue to employ	454
			the Vessel in the carriage of contraband, blockade	455
			running, or in an unlawful trade, or on a voyage which	456
			in the reasonable opinion of the Managers is unduly	457
			hazardous or improper,	458
		the Managers may give notice of the default to the Owners,		459
		requiring them to remedy it as soon as practically possible.		460
		In the event that the Owners fall to remedy it within a		461
		reasonable time 20 Business Days of receipt by the Owners		462
		of the Managers’ written request to the satisfaction of the
		Managers, the
		Managers shall be entitled to terminate the Agreement		463

		with immediate effect by notice In writing.		464
	18.2 Managers’ Default			465
	If the Managers fail to meet their obligations under Clauses 3			466
	and 4 of this Agreement for any reason within the control of the			467
	Managers, the Owners may give notice to the Managers of the			468
	default, requiring them to remedy it within 20 Business Days as			469
	soon as practically
	possible. In the event that the Managers fail to remedy it within a			470
	Reasonable timesuch period to the satisfaction of the Owners, the			471
	Owners
	shall be entitled to terminate the Agreement with immediate effect			472
	by notice in writing.			473
	18.3 Extraordinary Termination			474
	This Agreement shall be deemed to be terminated in the case of			475
	the sale of the Vessel or if the Vessel becomes a total loss or is			476
	declared as a constructive or compromised or arranged total			477
	loss or is requisitioned.			478
	18.4 For the purpose of sub-clause 18.3 hereof			479
	(i)	the date upon which the Vessel is to be treated as having		480
		been sold or otherwise disposed of shall be the date on		481
		which the Owners cease to be registered as Owners of		482
		the Vessel;		483
	(ii)	the Vessel shall not be deemed to be lost unless either		484
		she has become an actual total loss or agreement has		485
		been reached with her underwriters in respect of her		486
		constructive, compromised or arranged total loss or if such		487
		agreement with her underwriters is not reached it is		488
		adjudged by a competent tribunal that a constructive loss		489
		of the Vessel has occurred.		490
	18.5 The parties agree that the provisions of Sections 13.4(a) to			491
	13.4(d) (inclusive) of the Partnership Management Agreement, shall
	apply to this Agreement mutatis mutandis. This agreement shall
	terminate forthwith in the event of
	an order being made or resolution passed for the winding up,			492
	dissolution, liquidation or bankruptcy of other party (otherwise			493
	than for the purpose of reconstruction or amalgamation) or if a			494
	receiver is appointed, or if it suspends payment, ceases to			495
	on business or makes any special arrangement or composition			496
	carry with its creditors.			497
	18.6 The termination of this Agreement shall be without			498
	prejudice to all rights accrued due between the parties prior to			496
	the date of termination.			500
19.	Law and Arbitration			501
	19.1 This Agreement and any non-contractual obligations			502
	connected with it shall be governed by and construed in
	accordance with English law. All disputes arising out of this Agreement and/or any non-contractual obligations connected with it shall be arbitrated in London in the following manner. One arbitrator is to be appointed by each of the parties hereto and a third by the two so chosen. Their decision or that of any two of them shall be final. The arbitrators shall be commercial persons, conversant with shipping matters. Such arbitration is to be conducted in accordance with the London Maritime Arbitration Association (LMAA) Terms current at the time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996 or any statutory modification or re- enactment thereof. In the event that a party hereto shall state a dispute and designate an arbitrator in writing, the other party shall have 10 Business Days to designate its own arbitrator. If such other party fails to designate its own arbitrator within such period, the arbitrator appointed by the first party can render an award hereunder. Until such time as the arbitrators finally close the hearings, either party shall have the right by written notice served on the arbitrators and on the other party to specify further disputes or differences under this Agreement for hearing and determination. The arbitrators may grant any relief, and render an award, which they or a majority of them deem just and equitable and within the scope of this Agreement, including but not limited to the posting of security. Awards pursuant to this Clause 19.1 may include costs and judgments may be entered upon any award made herein in any court having jurisdiction. and any dispute arising out of or			503
	in connection with this Agreement shall be referred to arbitration			504

This document is a computer generated 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 text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.

PART II
“XXXXXXX 98” Standard Ship Management Agreement

	in London in accordance with the Arbitration Xxx 0000 or	505
	any statutory modification or re-enactment thereof save to	506
	the extent necessary to give effect to the provisions of this	507
	Clause.	508
	The arbitration shall be conducted in accordance with the	509
	London Maritime Arbitrators Association (LMAA) Terms	510
	current at the time when the arbitration proceedings are	511
	commenced.	512
	The reference shall be to three arbitrators. A party wishing	513
	to refer a dispute to arbitration shall appoint its arbitrator	514
	and send notice of such appointment in writing to the other	515
	party requiring the other party to appoint its own arbitrator	516
	within 14 calendar days of that notice and stating that it will	517
	appoint its arbitrator as sole arbitrator unless the other party	518
	appoints its own arbitrator and gives notice that it has done	519
	so within the 14 days specified. If the other party does not	520
	appoint its own arbitrator and give notice that it has done so	521
	within the 14 days specified, the part referring a dispute to	522
	arbitration may, without the requirement of any further prior	523
	notice to the other party, appoint its arbitrator as sole	524
	arbitrator and shall advise the other party accordingly. The	525
	award of a sole arbitrator shall be binding on both parties	526
	as if he had been appointed by agreement.	527
	Nothing herein shall prevent the parties agreeing in writing	528
	to vary these provisions to provide for the appointment of a	529
	sole arbitrator.	530
	In cases where neither the claim nor any counterclaim	531
	exceeds the sum of USD50,000 (or such other sum as the	532
	parties may agree) the arbitration shall be conducted in	533
	accordance with the LMAA Small Claims Procedure current	534
	at the time when the arbitration proceedings are commenced.	535
	19.2 This Agreement shall be governed by and construed	536
	in accordance with Title 9 of the United States code and	537
	the Maritime Law of the United States and any dispute	538

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

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 text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and the computer generated document.