Approved by

		Approved by
		the Documentary Committee of The		Approved by
Printed by BIMCO’s idea		Japan Shipping Exchange Inc., Tokyo		the International Ship Managers’ Association (InterManager)

1.	Date of Agreement			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 CMA Ship Management
	Place of registered office			Place of registered office 0, xxxx x’Xxxxx, 00000 Xxxxxxxxx, Xxxxxx
	Law of registry			Law of registry France
4.	Day and year of commencement of Agreement (Cl. 2) As per delivery under charterparty dated [   ] between [   ] and [   ]
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) No		8.	Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4) No
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) No
11.	Provisions (state “yes” or “no” as agreed) (Cl. 3.7) Yes		12.	Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) No
13.	Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i)) N/A		14.	Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) (ii)
15.	Annual Management Fee (state annual amount) (Cl. 8.1) USD114,000		16.	Severance Costs (state maximum amount) (Cl. 8.4(ii)) Nil
17.	Day and year of termination of Agreement (Cl. 17) Three (3) years from delivery into charter as per Box 4		18.	Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19) Clause 19.1
19.	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) Global Ship Lease 4th Floor Millbank Business Centre, Millbank Tower London SW1P 4QP, United Kingdom Tel x00 00 0000 0000		20.	Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20) CMA Ship Management 0, xxxx x’Xxxxx 00000 Xxxxxxxxx, Fax x00 0 00 00 00 00

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 Annex “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 Xxxxx “D” shall prevail over those of PART II to the extent of such conflict but no further..

Signature(s) (Owners)

Signature(s) (Managers)

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 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:

Details of Associated Vessels:
Ville d’Orion
Ville d’Aquarius
CMA CGM Matisse
CMA CGM Utrillo
MOL Rainbow
Xxxxx Xxxxxx
Kumasi
Xxxxx Xxxxxx
CMA CGM La Tour
CMA CGM Manet
CMA CGM Alcazar
CMA CGM d’xx
Xxxx 4,126
CMA CGM Jamaica
CMA CGM Sambhar
CMA CGM America
CMA CGM Berlioz

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 this computer generated document.

PART II

“XXXXXXX 98” Standard Ship Management Agreement

1.  Definitions		1
In this Agreement save where the context otherwise requires,		2
the following words and expressions shall have the meanings		3
xxxxxx assigned to them.		4
“Owners” means the party identified in Box 2.		5
“Managers” means the party identified in Box 3.		6
“Vessel” means the vessel [name, IMO, year built] or vessels details		7
of which are set
out in Annex “A ”attached hereto.
“Crew” means the Master, officers and ratings of the Vessel		8
numbers,		9
rank and nationality specified in Annex “B ”; attached hereto.		10
“Crew Support Costs” means all expenses of a general nature		11
which are not particularly referable to any individual vessel for		12
the time being managed by the Managers and which are incurred		13
by the Managers for the purpose of providing an efficient and		14
economic management service and, without prejudice to the		15
generality of the foregoing, shall include the cost of crew standby		16
pay, training schemes for officers and ratings, cadet training		17
schemes, sick pay, study pay, recruitment and interviews.		18
“Severance Costs” means the costs which the employers are		19
legally obliged to pay to or in respect of the Crew as a result of		20
the early termination of any employment contract for service on		21
the Vessel.		22
“Crew Insurances” means insurances against crew risks which		23
shall include but not be limited to death, sickness, repatriation,		24
injury, xxxxxxxxx unemployment indemnity and loss of personal		25
effects.		26
“Management Services” means the services specified in sub-		27
clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.		28
“ISM Code” means the International Management Code for the		29
Safe Operation of Ships and for Pollution Prevention as adopted		30
by the International Maritime Organization (IMO) by resolution		31
A.741 (18) or any subsequent amendment thereto.		32
“STCW 95” means the International Convention on Standards		33
of Training, Certification and Watchkeeping for Seafarers, 1978,		34
as amended in 1995 or any subsequent amendment thereto.		35
2. Appointment of Managers		36
With effect from the day and year stated in Box 4 and continuing		37
unless and until terminated as provided herein, the Owners		38
xxxxxx appoint the Managers and the Managers hereby agree		39
to act as the Managers of the Vessel.		40
3. Basis of Agreement		41
Subject to the terms and conditions herein provided, during the		42
period of this Agreement, the Managers shall carry out		43
Management Services in respect of the Vessel as agents for		44
and on behalf of the Owners. The Managers shall have authority		45
to take such actions as they may from time to time in their absolute		46
discretion consider to be necessary to enable them to perform		47
this Agreement in accordance with sound ship management		48
practice. The Managers shall exercise their best efforts to		49
implement the terms and conditions of this Agreement.
3.1 Crew Management		50
(only applicable if agreed according to Box 5)		51
The Managers shall provide suitably qualified Crew for the Vessel		52
as required by the Owners in accordance with the STCW 95		53
requirements, provision of which includes but is not limited to		54
the following functions:		55
(i)   selecting and engaging the Vessel’s Crew, including payroll		56
arrangements, pension administration, and insurances for		57
the Crew other than those mentioned in Clause 6;		58
(ii)  ensuring that the applicable requirements of the law of the		59
flag of the Vessel are satisfied in respect of xxxxxxx levels,		60
rank, qualification and certification of the Crew and		61
employment regulations including Crew’s tax, social		62
insurance, discipline and other requirements;		63
(iii) ensuring that all members of the Crew have passed a medical		64

examination with a qualified doctor certifying that they are fit		65
for the duties for which they are engaged and are in possession		66
of valid medical certificates issued in accordance with		67
appropriate flag State requirements. In the absence of		68
applicable flag State requirements the medical certificate shall		69
be dated not more than three months prior to the respective		70
Crew members leaving their country of domicile and		71
maintained for the duration of their service on board the Vessel;		72
(iv)  ensuring that the Crew shall have a command of the English		73
language of a sufficient standard to enable them to perform		74
their duties safely;		75
(v)  arranging transportation of the Crew, including repatriation;		76
(vi)  training of the Crew and supervising their efficiency;		77
(vii) conducting union negotiations;		78
(viii) operating the Managers’ drug and alcohol policy unless		79
otherwise agreed.		80
3.2 Technical Management		81
(only applicable if agreed according to Box 6)		82
The Managers shall provide technical management which		83
includes, but is not limited to, the following functions:		84
(i)    provision of competent personnel to supervise the		85
maintenance and general efficiency of the Vessel;		86
(ii)   arrangement and supervision of dry dockings, repairs,		87
alterations and the upkeep of the Vessel to the standards		88
required by the Owners provided that the Managers shall		89
be entitled to incur the necessary expenditure to ensure		90
that the Vessel will comply with the law of the flag of the		91
Xxxxxx and of the places where she trades, and all		92
requirements and recommendations of the classification		93
society;		94
(iii)  arrangement of the supply of necessary stores, spares and		95
lubricating oil;		96
(iv)  appointment of surveyors and technical consultants as the		97
Managers may consider from time to time to be necessary;		98
(v)   development, implementation and maintenance of a Safety		99
Management System (SMS) in accordance with the ISM		100
Code (see sub-clauses 4.2 and 5.3).		101
3.3 Commercial Management		102
(only applicable if agreed according to Box 7)		103
The Managers shall provide the commercial operation of the		104
Xxxxxx, as required by the Owners, which includes, but is not		105
limited to, the following functions:		106
(i)    providing chartering services in accordance with the Owners’		107
instructions which include, but are not limited to, seeking		108
and negotiating employment for the Vessel and the conclusion		109
(including the execution thereof) of charter parties or other		110
contracts relating to the employment of the Vessel. If such a		111
contract exceeds the period stated in Box 13, consent thereto		112
in writing shall first be obtained from the Owners.		113
(ii)   arranging of the proper payment to Owners or their nominees		114
of all hire and/or freight revenues or other moneys of		115
whatsoever nature to which Owners may be entitled arising		116
out of the employment of or otherwise in connection with the		117
Vessel.		118
(iii)   providing voyage estimates and accounts and calculating of		119
hire, freights, demurrage and/or despatch moneys due from		120
or due to the charterers of the Vessel;		121
(iv)    issuing of voyage instructions;		122
(v)     appointing agents;		123
(vi)    appointing stevedores;		124
(vii)   arranging surveys associated with the commercial operation		125
of the Vessel.		126
3.4 Insurance Arrangements’		127
(only applicable if agreed according to Box 8)		128
The Managers shall arrange insurances in accordance with		129
Clause 6, on such terms and conditions as the Owners shall		130

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 preprinted text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“XXXXXXX 98” Standard Ship Management Agreement

have instructed or agreed, in particular regarding conditions,		131
insured values, deductibles and franchises.		132
3.5 Accounting Services		133
(only applicable if agreed according to Box 9)		134
The Managers shall:		135
(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)  provide monthly financial reports, or other necessary
reports, to enable the Owners to fulfill their public reporting
requirements on a timely basis. All accounting and financial
reports provided by the Managers shall comply with the
requirements of Section 404 of the U.S. Sarbanes Oxley Act.
(iii) maintain the records of all costs and expenditure incurred		139
as well as data necessary or proper for the settlement of		140
accounts between the parties.		141
(iv) If the Owners determine in their sole discretion that they
will likely be unable to, or be unable to without an unreasonable
effort or expense, timely to file any of their public reports or
believe they are likely to receive a “material weakness”
qualification from their auditors with respect to their internal
controls, in either case due to the Managers’ failure or probable
failure to provide the necessary information within the required
time frame, then the Managers hereby agree to give authorized
employees of the Owners, their accountants or other designated
advisors access to such documents, books, records, data, other
information and staff of the Managers and their affiliates as is
reasonably required to permit the Owners to timely meet any
reporting obligations with which they are obligated, or choose, to
comply, or to remedy the deficiency with respect to their internal
controls as required by Section 404 of the U.S. Sarbanes Oxley
legislation. Managers further agree to cause their affiliates and any
employees of their Managers or their affiliates to cooperate with
the designated representatives and the designated representatives
shall be entitled to attend meetings and/or request information
(unless such meetings or information pertain to commercially
sensitive aspects of the Managers’ or an affiliate’s business) from
the employees in order to obtain any necessary information.
Managers shall bear all costs and expenses associated with the
designated representatives’ services.
With regard to any and all loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising in the course of providing the Management Services set forth in this Clause 3.5, Managers will indemnify and save harmless the Owners, their affiliates, and their respective current and former directors, officers, employees, subcontractors and current and future affiliates (the “Owner Indemnified Persons”) from and against any and all losses, damages, delays or expenses incurred or suffered by an Owner Indemnified Persons of whatsoever nature, whether direct or indirect and howsoever arising, related to a breach by Managers of their obligations set forth in this Clause 3.5; provided that the Managers’ aggregate liability under this Clause 3.5 to Owner Indemnified Persons shall never exceed a total of ten times the annual management fee payable hereunder. Notwithstanding Clauses 11.2, 11.3 or anything else herein to the contrary, Managers acknowledge and agree that in the event of any breach of this Clause 3.5, (i) the remedies provided herein are non-exclusive and shall not preclude any other remedies available at law or in equity (including, without limitation, specific performance and injunctive relief against further violations), and (ii) limitations to indemnification set forth in Clauses 11.2 and 11.3 shall not apply to the provisions of this Clause 3.5.
3.6 Sale or Purchase of the Vessel		142
(only applicable if agreed according to Box 10)		143
The Managers shall, in accordance with the Owners’ instructions,		144
supervise the sale or purchase of the Vessel, including the		145
performance of any sale or purchase agreement, but not		146
negotiation of the same.		147
3.7 Provisions (only applicable if agreed according to Box 11)		148
The Managers shall arrange for the supply of provisions.		149
3.8 Bunkering (only applicable if agreed according to Box 12)		150
The Managers shall arrange for the provision of bunker fuel of the		151
quality specified by the Owners as required for the Vessel’s trade.		152
4. Managers’ Obligations		153
4.1 The Managers undertake to use their best endeavours to		154
provide the agreed Management Services as agents for and on		155
behalf of the Owners in accordance with sound ship management		156
practice and to protect and promote the interests of the Owners in		157
all matters relating to the provision of services hereunder.		158
Provided, however, that the Managers in the performance of their		159
management responsibilities under this Agreement shall be entitled		160
to have regard to their overall responsibility in relation to all vessels		161
as may from time to time be entrusted to their management and		162
in particular, but without prejudice to the generality of the foregoing,		163
the Managers shall be entitled to allocate available supplies,		164
manpower and services in such manner as in the prevailing		165
circumstances the Managers in their absolute discretion consider		166
to be fair and reasonable. The Managers shall not give		167
preferential treatment to any vessel owned by CMA CGM and its

subsidiaries to the detriment of the Vessel or its Owners.
4.2 Where the Managers are providing Technical Management		168
in accordance with sub-clause 3.2, they shall procure that the		169
requirements of the law of the flag of the Vessel are satisfied and		170
they shall in particular be deemed to be the “Company” as defined		171
by the ISM Code, assuming the responsibility for the operation of		172
the Vessel and taking over the duties and responsibilities imposed		173
by the ISM Code when applicable.		174
5. Owners’ Obligations		175
5.1 The Owners shall pay all sums due to the Managers punctually		176
in accordance with the terms of this Agreement.		177
5.2 Where the Managers are providing Technical Management		178
in accordance with sub-clause 3.2, the Owners shall:		179
(i)  procure that all officers and ratings supplied by them or on		180
their behalf comply with the requirements of STCW 95;		181
(ii) instruct such officers and ratings to obey all reasonable orders		182
of the Managers in connection with the operation of the		183
Managers’ safety management system.		184
5.3 Where the Managers are not providing Technical Management		185
in accordance with sub-clause 3.2, the Owners shall procure that		186
the requirements of the law of the flag of the Vessel are satisfied		187
and that they, or such other entity as may be appointed by them		188
and identified to the Managers, shall be deemed to be the		189
“Company” as defined by the ISM Code assuming the responsibility		190
for the operation of the Vessel and taking over the duties and		191
responsibilities imposed by the ISM Code when applicable.		192
6. Insurance Policies		193
The Owners shall procure, whether by instructing the Managers		194
under sub-clause 3.4 or otherwise, that throughout the period of		195
this Agreement:		196
6.1 at the Owners’ expense, the Vessel is insured for not less		197
than her sound market value or entered for her full gross tonnage,		198
as the case may be for:		199
(i)   usual hull and machinery marine risks (including crew		200
negligence) and excess liabilities;		201
(ii)  protection and indemnity risks (including pollution risks and		202
Crew Insurances); and		203
(iii) war risks (including protection and indemnity and crew risks)		204
in accordance with the best practice of prudent owners of		205
vessels of a similar type to the Vessel, with first class insurance		206
companies, underwriters or associations (“the Owners’		207
Insurances”);		208
6.2 all premiums and calls on the Owners’ Insurances are paid		209
promptly by their due date,		210
6.3 the Owners’ Insurances name the Managers and, subject		211
to underwriters’ agreement, any third party designated by the		212
Managers as a joint assured, with full cover, with the Owners		213
obtaining cover in respect of each of the insurances specified in		214
sub-clause 6.1:		215
(i)   on terms whereby the Managers and any such third party		216
are liable in respect of premiums or calls arising in connection		217
with the Owners’ Insurances; or		218
(ii)  if reasonably obtainable, on terms such that neither the		219
Managers nor any such third party shall be under any		220
liability in respect of premiums or calls arising in connection		221
with the Owners’ Insurances; or		222
(iii) on such other terms as may be agreed in writing.		223
Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left		224
blank then (i) applies.		225
6.4 written evidence is provided, to the reasonable satisfaction		226
of the Managers, of their compliance with their obligations under		227
Clause 6 within a reasonable time of the commencement of		228
the Agreement, and of each renewal date and, if specifically		229
requested, of each payment date of the Owners’ Insurances.		230
7. Income Collected and Expenses Paid on Behalf of Owners		231

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 this computer generated document.

PART II

“XXXXXXX 98” Standard Ship Management Agreement

7.1 All moneys collected by the Managers under the terms of		232
this Agreement (other than moneys payable by the Owners to		233
the Managers) and any interest thereon shall be held to the		234
credit of the Owners in a separate bank account.		235
7.2 All expenses incurred by the Managers under the terms		236
of this Agreement on behalf of the Owners (including expenses		237
as provided in Clause 8) may be debited against the Owners		238
in the account referred to under sub-clause 7.1 but shall in any		239
event remain payable by the Owners to the Managers on		240
demand.		241
8. Management Fee		242
8.1 The Owners shall pay to the Managers for their services		243
as Managers under this Agreement an annual management		244
fee as stated in Box 15 which shall be payable by equal		245
monthly instalments in advance, the first instalment being		246
payable on the commencement of this Agreement (see Clause		247
2 and Box 4) and subsequent instalments being payable every		248
month.		249
8.2 The management fee shall be subject to an annual review		250
on the anniversary date of the Agreement and the proposed		251
fee shall be presented in the annual budget referred to in sub-		252
clause 9.1.		253
8.3 The Managers shall, at no extra cost to the Owners, provide		254
their own office accommodation, office staff, facilities and		255
stationery. Without limiting the generality of Clause 7 the Owners		256
shall reimburse the Managers for postage and communication		257
expenses, travelling expenses, and other out of pocket		258
expenses properly incurred by the Managers in pursuance of		259
the Management Services.		260
8.4 In the event of the appointment of the Managers being		261
terminated by the Owners or the Managers in accordance with		262
the provisions of Clauses 17 and 18 other than by reason of		263
default by the Managers, or if the Vessel is lost, sold or otherwise		264
disposed of, the “management fee” payable to the Managers		265
according to the provisions of sub-clause 8.1, shall continue to		266
be payable for a further period of three calendar months as		267
from the termination date. In addition, provided that the		268
Managers provide Crew for the Vessel in accordance with sub-		269
clause 3.1:		270
(i) the Owners shall continue to pay Crew Support Costs during		271
the said further period of three calendar months and		272
(ii) the Owners shall pay an equitable proportion of any		273
Severance Costs which may materialize, not exceeding		274
the amount stated in Box 16.		275
8.5 If the Owners decide to lay-up the Vessel whilst this		276
Agreement remains in force and such lay-up lasts for more		277
than three months, an appropriate reduction of the management		278
fee for the period exceeding three months until one month		279
before the Vessel is again put into service shall be mutually		280
agreed between the parties.		281
8.6 Unless otherwise agreed in writing all discounts and		282
commissions obtained by the Managers in the course of the		283
management of the Vessel shall be credited to the Owners.		284
9. Budgets and Management of Funds		285
9.1 The Managers shall present to the Owners annually a		286
budget for the following twelve months in such form as the		287
Owners require. The budget for the first year hereof is set out		288
in Annex “C” hereto. Subsequent annual budgets shall be		289
prepared by the Managers and submitted to the Owners not		290
less than three months before the anniversary date of the		291
commencement of this Agreement (see Clause 2 and Box 4).		292
Certain expenses are subject to a cap as provided in the Global
Expense Agreement between the Managers and Global Ship
Lease, Inc.
9.2 The Owners shall indicate to the Managers their acceptance		293
and approval of the annual budget within one month of		294
presentation and in the absence of any such indication the		295

Managers shall be entitled to assume that the Owners have		296
accepted the proposed budget.		297
9.3 Following the agreement of the budget, the Managers shall		298
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, 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.		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
The 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. 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
11.1 Force Majeure - Neither the Owners nor the Managers		326
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

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 preprinted text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

PART II

“XXXXXXX 98” Standard Ship Management Agreement

Agreement, and against and in respect of all costs, losses,		363
damages and expenses (including legal costs and expenses on		364
a full indemnity basis) which the Managers may suffer or incur		365
(either directly or indirectly) in the course of the performance of		366
this Agreement.		367
11.4 “Himalaya” - It is hereby expressly agreed that no		368
employee or agent of the Managers (including every sub-		369
contractor from time to time employed by the Managers) shall in		370
any circumstances whatsoever be under any liability whatsoever		371
to the Owners for any loss, damage or delay of whatsoever kind		372
arising or resulting directly or indirectly from any act, neglect or		373
default on his part while acting in the course of or in connection		374
with his employment and, without prejudice to the generality of		375
the foregoing provisions in this Clause 11, every exemption,		376
limitation, condition and liberty herein contained and every right,		377
exemption from liability, defence and immunity of whatsoever		378
nature applicable to the Managers or to which the Managers are		379
entitled hereunder shall also be available and shall extend to		380
protect every such employee or agent of the Managers acting		381
as aforesaid and for the purpose of all the foregoing provisions		382
of this Clause 11 the Managers are or shall be deemed to be		383
acting as agent or trustee on behalf of and for the benefit of all		384
persons who are or might be their servants or agents from time		385
to time (including sub-contractors as aforesaid) and all such		386
persons shall to this extent be or be deemed to be parties to this		387
Agreement.		388
12. Documentation		389
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
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 and STCW 95 or to defend a claim against		396
a third party.		397
13. General Administration		398
13.1 The 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 claims or disputes involving		402
third parties.		403
13.2 The Managers shall, as instructed by the Owners, bring		404
or defend actions, suits or proceedings in connection with matters		405
entrusted to the Managers according to this Agreement.		406
13.3 The Managers shall also have power to obtain legal or		407
technical or other outside expert advice in relation to the handling		408
and settlement of claims and disputes or all other matters		409
affecting the interests of the Owners in respect of the Vessel.		410
13.4 The Owners shall arrange for the provision of any		411
necessary guarantee bond or other security.		412
13.5 Any costs reasonably incurred by the Managers in		413
carrying out their obligations according to Xxxxxx 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.		424
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 stated in Box 17.		435
Thereafter it shall continue until terminated by either party giving		436
to the other notice in writing, in which event the Agreement shall		437
terminate upon the expiration of a period of two months from the		438
date upon which such notice was given.		439
18. Termination		440
18.1 Owners’ default		441
(i) The Managers shall be entitled to terminate the Agreement		442
with immediate effect by notice in writing if any moneys		443
payable by the Owners under this Agreement and/or the		444
owners of any associated vessel, details of which are listed		445
in Annex “D”, shall not have been received in the Managers’		446
nominated account within ten thirty running days of receipt by		447
the Owners of the Managers written request or if the Vessel		448
is repossessed by the Mortgagees.		449
(ii) If the Owners:		450
(a) fail to meet their obligations under sub-clauses 5.2		451
and 5.3 of this Agreement for any reason within their		452
control, or		453
(b) proceed with the employment of or continue to employ		454
the Vessel in the carriage of contraband, blockade		455
running, or in an unlawful trade, or on a voyage which		456
in the reasonable opinion of the Managers is unduly		457
hazardous or improper,		458
the Managers may give notice of the default to the Owners,		459
requiring them to remedy it as soon as practically possible.		460
In the event that the Owners fail to remedy it within a		461
reasonable time to the satisfaction of the Managers, the		462
Managers shall be entitled to terminate the Agreement		463
with immediate effect by notice in writing.		464
18.2 Managers’ Default		465
If the Managers fail to meet their obligations under Clauses 3		466
and 4 of this Agreement for any reason within the control of the		467
Managers, the Owners may give notice to the Managers of the		468
default, requiring them to remedy it as soon as practically		469
possible. In the event that the Managers fail to remedy it within a		470
reasonable time to the satisfaction of the Owners, the Owners		471
shall be entitled to terminate the Agreement with immediate effect		472
by notice in writing. This Agreement may be cancelled by Owners		473
if the Managers fail to meet their obligation under this
Agreement for any reason within their control and fails to
remedy the default. In addition, Owners have after a period of
one year the option of terminating this Agreement upon three
months notice if they can secure more competitive pricing and
other commercial terms from a recognized third party, such
party to be approved by charterers of the vessel, and such approval shall not be unduly withheld, subject to Managers’
right to match the third party’s terms within one month of
receipt of such notice of termination. Owners’ notice of termination shall set forth in detail and reasonably documented
the more competitive pricing and other commercial terms
offered to Owners by such third party. If Managers agree to
match all such terms, then Managers shall send written notice
of acceptance to Owners and this Agreement shall not terminate
and shall be deemed amended to incorporate such revised
terms.
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

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 this computer generated document.

PART II

“XXXXXXX 98” Standard Ship Management Agreement

(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 This Agreement shall terminate forthwith in the event of	491
an order being made or resolution passed for the winding up,	492
dissolution, liquidation or bankruptcy of either party (otherwise	493
than for the purpose of reconstruction or amalgamation) or if a	494
receiver is appointed, or if it suspends payment, ceases to carry	495
on business or makes any special arrangement or composition	496
with its creditors. The Managers have the option to terminate the	497
agreement if there is a change in control of the Owners. Notwithstanding anything herein to the contrary, the Owners may sell or transfer the Vessel to another wholly owned subsidiary of Global Ship Lease, Inc. and such sale or transfer shall not constitute a violation of this Agreement or a change in control of the Owners.
18.6 The termination of this Agreement shall be without	498
prejudice to all rights accrued due between the parties prior to	499
the date of termination.	500
19. Law and Arbitration	501
19.1 This Agreement shall be governed by and construed in	502
accordance with English law and any dispute arising out of or	503
in connection with this Agreement shall be referred to arbitration	504
in London in accordance with the Arbitration Act 1996 or	505
any statutory modification or re-enactment thereof save to	506
the extent necessary to give effect to the provisions of this	507
Clause.	508
The arbitration shall be conducted in accordance with the	509
London Maritime Arbitrators Association (LMAA) Terms	510
current at the time when the arbitration proceedings are	511
commenced.	512
The reference shall be to three arbitrators. A party wishing	513
to refer a dispute to arbitration shall appoint its arbitrator	514
and send notice of such appointment in writing to the other	515
party requiring the other party to appoint its own arbitrator	516
within 14 calendar days of that notice and stating that it will	517
appoint its arbitrator as 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 party referring a dispute to	522
arbitration may, without the requirement of any further prior	523
notice to the other party, appoint its arbitrator as sole	524
arbitrator and shall advise the other party accordingly. The	525

award of a sole arbitrator shall be binding on both parties	526
as if he had been appointed by agreement.	527
Nothing herein shall prevent the parties agreeing in writing	528
to vary these provisions to provide for the appointment of a	529
sole arbitrator.	530
In cases where neither the claim nor any counterclaim	531
exceeds the sum of USD50,000 (or such other sum as the	532
parties may agree) the arbitration shall be conducted in	533
accordance with the LMAA Small Claims Procedure current	534
at the time when the arbitration proceedings are commenced.	535
19.2 This Agreement shall be governed by and construed	536
in accordance with Title 9 of the United States Code and	537
the Maritime Law of the United States and any dispute	538
arising out of or in connection with this Agreement shall be	539
referred to three persons at New York, one to be appointed	540
by each of the parties hereto, and the third by the two so	541
chosen; their decision or that of any two of them shall be	542
final, and for the purposes of enforcing any award,	543
judgement may be entered on an award by any court of	544
competent jurisdiction. The proceedings shall be conducted	545
in accordance with the rules of the Society of Maritime	546
Arbitrators, Inc.	547
In cases where neither the claim nor any counterclaim	548
exceeds the sum of USD50,000 (or such other sum as the	549
parties may agree) the arbitration shall be conducted in	550
accordance with the Shortened Arbitration Procedure of the	551
Society of Maritime Arbitrators, Inc. current at the time when	552
the arbitration proceedings are commenced.	553
19.3 This Agreement shall be governed by and construed	554
in accordance with the laws of the place mutually agreed by	555
the parties and any dispute arising out of or in connection	556
with this Agreement shall be referred to arbitration at a	557
mutually agreed place, subject to the procedures applicable	558
there.	559
19.4 If Box 18 in Part I is not appropriately filled in, sub-	560
clause 19.1 of this Clause shall apply.	561
Note: 19.1, 19.2 and 19.3 are alternatives; indicate	562
alternative agreed in Box 18.	563
20. Notices	564
20.1 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 this computer generated document.

SCHEDULE TO EXHIBIT 10.13

In accordance with Instruction 2 to Item 601 of Regulation S-K under the Securities Act of 1933, the following is a schedule of documents substantially identical in all material respects to the form of ship management agreement attached as Exhibit 10.13 to this Registration Statement, except as to the parties thereto, the vessel names or other material details.

Manager		Owner Name		Xxxxxx Name
CMA Ship Management		Global Ship Lease 1 Limited		Ville d’Orion
CMA Ship Management		Global Ship Lease 2 Limited		Ville d’Aquarius
CMA Ship Management		Global Ship Lease 3 Limited		CMA CGM Matisse
CMA Ship Management		Global Ship Lease 4 Limited		CMA CGM Utrillo
CMA Ship Management		Global Ship Lease 5 Limited		MOL Rainbow
CMA Ship Management		Global Ship Lease 6 Limited		Xxxxx Xxxxxx
CMA Ship Management		Global Ship Lease 7 Limited		Kumasi
CMA Ship Management		Global Ship Lease 8 Limited		Xxxxx Xxxxxx
CMA Ship Management		Global Ship Lease 9 Limited		CMA CGM La Tour
CMA Ship Management		Global Ship Lease 10 Limited		CMA CGM Manet
CMA Ship Management		GSL Alcazar Inc.		CMA CGM Alcazar (Newbuilding 1)
CMA Ship Management		GSL Château d’If Inc.		CMA CGM Château d’lf (Newbuilding 2)
CMA Ship Management		Global Ship Lease 13 Limited		Hull 4.126 (Newbuilding 3)
CMA Ship Management		Global Ship Lease 14 Limited		CMA CGM Jamaica
CMA Ship Management		Global Ship Lease 15 Limited		CMA CGM Sambhar
CMA Ship Management		Global Ship Lease 16 Limited		CMA CGM America
CMA Ship Management		Global Ship Lease 17 Limited		CMA CGM Berlioz