SHIPMAN 98 SHIP MANAGEMENT AGREEMENT

Exhibit 4.3

Part I

XXXXXXX 98

SHIP MANAGEMENT AGREEMENT

1.  Date of Agreement	Name of vessel:
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
Place of registered office	Place of registered office
Law of Registry	Law of Registry
4.  Day and year of Commencement of Agreement (Cl. 2)      From the placing of observers onboard for Change of Management
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))      No	14. Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) Yes - Cl. 6.3 (ii)
15. Annual Management Fee (state annual amount) (Cl. 8.1)	16. Severance Costs (state maximum amount) (Cl. 8.4(ii))      As per CBA
17. Day and year of termination of Agreement (Cl. 17)      To be mutually agreed.	18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated)      19.1 London
19. Notice (state postal and cable address, telex and telefax number for serving notice and communication to the Owners or disponent Owners) (Cl. 20)	20.Notice (state postal and cable address, telex and telefax number for serving notice and  communication to the Managers) (Cl. 20)

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” ( Services Fee) 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”  and “C” shall prevail over those of PART II to the extent of such conflict but no further. 

Signature(s) (Owners or disponent Owners) Signature(s) (Managers    

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

1		1.	Definitions			70			xxxxxxx levels, rank, qualification and certification of
2			In this Agreement save where the context otherwise			71			the Crew and employment regulations including
3			requires, the following words and expressions shall have			72			Crew’s tax, social insurance, discipline and other
4			the meanings hereby assigned to them.			73			requirements;
5						74			(iii)	ensuring that all members of the Crew have passed a
6			“Owners” means the party identified in Box 2.			75				medical examination with a qualified doctor certifying
7			“Managers” means the party identified in Box 3.			76				that they are fit for the duties for which they are
8			“Vessel” means the vessel or vessels details of which are set			77				engaged and are in possession of valid medical
9			out in Annex “A” attached hereto.			78				certificates issued in accordance with appropriate flag
10			“Crew” means the Master, officers and ratings of the			79				State requirements. In the absence of applicable flag
11			numbers, rank and nationality specified in Annex “B”			80				State requirements the medical certificate shall be
12			attached hereto.			81				dated not more than three months prior to the
13			“Crew Support Costs” means all expenses of a general			82				respective Crew members leaving their country of
14			nature which are not particularly referable to any individual			83				domicile and maintained for the duration of their
15			vessel for the time being managed by the Managers and			84				service on board the Vessel;
16			which are incurred by the Managers for the purpose of			85			(iv)	ensuring that the Crew shall have a command of the
17			providing an efficient and economic management service			86				English language of a sufficient standard to enable
18			and, without prejudice to the generality of the foregoing,			87				them to perform their duties safely;
19			shall include the cost of crew standby pay, training schemes			88			(v)	arranging transportation of the Crew, including
20			for officers and ratings, cadet training schemes, sick pay,			89				repatriation;
21			study pay, recruitment and interviews.			90			(vi)	training of the Crew and supervising their efficiency;
22			“Severance Costs” means the costs which the employers are			91			(vii)	conducting union negotiations;
23			legally obliged to pay to or in respect of the Crew as a result			92			(viii)	operating the Managers’ drug and alcohol policy
24			of the early termination of any employment contract for			93				which meets the OCIMF Guidelines for Control of
25			service on the Vessel.			94				Drug & Alcohol on board the vessels.
26			“Crew Insurances” means insurances against crew risks			95
27			which shall include but not be limited to death, sickness			96			3.2    Technical Management
28			repatriation, injury, shipwreck unemployment indemnity			97			(only applicable if agreed according to Box 6)
29			and loss of personal effects.			98			The Managers shall provide technical management, which
30			“Management Services” means the services specified in			99			includes, but is not limited to, the following functions:
31			sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5			100			(i)	provision of competent personnel to supervise the
32			to 12.			101				maintenance and general efficiency of the Vessel;
33			“ISM Code” means the International Management Code for			102			(ii)	arrangement and supervision of dry dockings, repairs,
34			the Safe Operation of Ships and for Pollution Prevention as			103				alterations, the upkeep of the Vessel and handling of
35			adopted by the International Maritime Organisation (IMO)			104				Guarantee Claims and to the standards required by the
36			by resolution A.741(18) or any subsequent amendment			105				Owners provided that the Manager shall be entitled to
37			thereto.			106				incur the necessary expenditure to ensure that the
38			“STCW 95” means the International Convention on			107				Vessel will comply with the law of the flag of the
39			Standards of Training, Certification and Watchkeeping for			108				Vessel and of the places where she trades, and all
40			Seafarers, 1978, as amended in 1995 or any subsequent			109				requirements and recommendations of the
41			amendment thereto.			110				classification society;
42						111				Managers shall visit the vessel in normal operating
43		2.	Appointment of Managers			112				cycle by the responsible Superintendents or other staff
44			With effect from the day and year stated in Box 4 and			113				minimum 3 times per year, where of one visit should
45			continuing unless and until terminated as provided herein,			114				be a sailing visit. Visits in connection with dry-
46			the Owners hereby appoint the Managers and the Managers			115				dockings, extra ordinary repairs, upgrades e.g. are
47			hereby agree to act as the Managers of the Vessel.			116				limited to 25 man days per vessels budget year.
48						117				(Services exceeding 25 days see Part III):
49		3.	Basis of Agreement			118			(iii)	arrangement of the supply of necessary stores, spares
50			Subject to the terms and conditions herein provided, during			119				and lubricating oil;
51			the period of this Agreement, the Managers shall carry out			120			(iv)	appointment of surveyors and technical consultants as
52			Management Services in respect of the Vessel as agents for			121				the Managers may consider from time to time to be
53			and on behalf of the Owners. The Managers shall have			122				necessary;
54			authority to take such actions as they may from time to time			123			(v)	development, implementation and maintenance of a
55			in their absolute discretion consider being necessary to			124				Safety Management System (SMS) in accordance
56			enable them to perform this Agreement in accordance with			125				with the ISM Code (see sub-clauses 4.2).
57			sound ship management practice.			126			(vi)	notify the owners and seek “out of budget approval”
58			3.1   Crew Management			127				for any extraordinary and non-budgeted expenditure
59			(only applicable if agreed according to Box 5)			128				above US$10.000.
60			The Managers shall provide suitably qualified Crew for the			129			(vii)	arrange oil major inspections according to the owners
61			Vessel as required by the Owners in accordance with the			130				charter obligations.
62			STCW 95 requirements, provision of which includes, but is			131			(viii)	Upon termination of this agreement under clause 17,
63			not limited to, the following functions:			132				the Managers shall cooperate with the Owners new
64			(i)	selecting and engaging the Vessel’s Crew, including		133				managers, officers and crew and provide reasonable
65				payroll arrangements, pension administration, and		134				assistance to effect a smooth transition of management
66				insurances for the Crew other than those mentioned in		135				and crewing.
67				Clause 6;		136
68			(ii)	ensuring that the applicable requirements of the law		137			3.3    Commercial Management
69				of the flag of the Vessel are satisfied in respect of		138			(only applicable if agreed according to Box 7)

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

139			The Managers shall provide the commercial operation of			209		3.6	Sale or Purchase of the Vessel
140			the Vessel, as required by the Owners, which includes, but			210			(only applicable if agreed according to Box 10)
141			is not limited to, the following functions:			211			The Managers shall, in accordance with the Owners’
142			(i)	providing chartering services in accordance with the		212			instructions, supervise the sale or purchase of the Vessel,
143				Owners’ instructions which include, but are not		213			including the performance of any sale or purchase
144				limited to, seeking and negotiating employment for		214			agreement, but not negotiation of the same.
145				the Vessel and the conclusion (including the		215
146				execution thereof) of charter parties or other contracts		216			3.7    Provisions
147				relating to the employment of the Vessel. If such a		217			(only applicable if agreed according to Box 11)
148				contract exceeds the period stated in Box 13, consent		218			The Managers shall arrange for the supply of provisions.
149				thereto in writing shall first be obtained form the		219
150				Owners;		220			3.8    Bunkering
151			(ii)	arranging of the proper payment to Owners or their		221			(only applicable if agreed according to Box 12)
152				nominees of all hire and/or freight revenues or other		222			The Managers shall arrange for the provision of bunker fuel
153				moneys of whatsoever nature to which Owners may		223			of the quality specified by the Owners as required for the
154				be entitled arising out of the employment of or		224			Vessel’s trade.
155				otherwise in connection with the Vessel;		225
156			(iii)	providing voyage estimates and calculating of hire,		226		4.	Managers’ Obligations
157				freights, demurrage and/or despatch moneys due from		227			4.1   The Managers undertake to use their best endeavours
158				or due to the charterers of the Vessel;		228			to provide the agreed Management Services including
159			(iv)	issuing of voyage instructions;		229			meeting budget as agents for and on behalf of the Owners in
160			(v)	appointing agents;		230			accordance with sound ship management practice and to
161			(vi)	appointing stevedores;		231			protect and promote the interests of the Owners in all
162			(vii)	arranging surveys associated with the commercial		232			matters relating to the provision of services hereunder.
163				operation of the Vessel.		233			Provided, however, that the Managers in the performance of
164						234			their management responsibilities under this Agreement
165			3.4    Insurance Arrangements			235			shall be entitled to have regard to their overall responsibility
166			(only applicable if agreed according to Box 8)			236			in relation to all vessels as may from time to time be
167			The Managers shall arrange insurances in accordance with			237			entrusted to their management and in particular, but without
168			Clauses 6, on such terms and conditions as the Owners shall			238			prejudice to the generality of the foregoing, the Managers
169			have instructed or agreed, in particular regarding			239			shall be entitled to allocate available supplies, manpower
170			conditions, insured values, deductibles and franchises. The			240			and services in such manner as in the prevailing
171			Managers will co-ordinate documentation necessary to			241			circumstances the Managers in their absolute discretion
172			procure certification for CLC-certificate, US COFR and			242			consider to be fair and reasonable.
173			Canadian Oil Spill Response Agreement in respect of			243			4.2    Where the Managers are providing Technical
174			Vessels likely to be trading to these Geographical areas.			244			Management in accordance with sub-clause 3.2, they
175						245			shall procure that the requirements of the law of the
176			3.5    Accounting Services			246			flag of the Vessel are satisfied and they shall in
177			(only applicable if agreed according to Box 9)			247			particular be deemed to be the “Company” as defined
178			The Managers shall:			248			by the ISM Code, assuming the responsibility for the
179			(i)	establish an accounting system which meets the		249			operation of the Vessel and taking over the duties
180				requirements of the Owners and provide regular		250			and responsibilities imposed by the ISM Code when
181				accounting services, supply regular reports and		251			applicable.
182				records, and shall provide the Owners with the		252			4.3    The Managers shall maintain all relevant technical,
183				Managers financial service and accounting reports in		253			repair and and maintenance records, and provide
184				accordance with their usual practice and provide		254			owners with a quarterly vessel technical report
185				regular accounting services in form to be mutually		255			including vessel performance and speed/consumption
186				agreed.		256			monitoring.
187				The Manager will supply the Owners with a statement		257
188				of Vessels Operating Costs as soon as possible and		258		5.	Owners’ Obligations
189				latest within 10 working days after the end of each		259			5.1    The Owners shall pay all sums due to the Managers
190				month together with a highlight report and a 3		260			punctually in accordance with the terms of this Agreement.
191				months forcast of expected opex cost, and further a		261			5.2    Where the Managers are providing Technical
192				quarterly financial statement including necessary		262			Management in accordance with sub-clause 3.2, the Owners
193				explanations of deviations from the budget and year		263			shall:
194				end prognosis within 10 working days.		264			(i)	procure that all officers and ratings supplied by them
195				Vessel budget and accounts shall always be available		265				or on their behalf comply with the requirements of
196				to the owners for inspection and auditing, provided		266				STCW 95;
197				that reasonable notice is given. Upon request any		267			(ii)	instruct such officers and ratings to obey all
198				invoice or supporting documentation as well as		268				reasonable orders of the Managers in connection with
199				purchase agreements used for vessel supplies to be		269				the operation of the Managers’ safety management
200				made available for the Owners.		270				system.
201				The Managers will supply the Owners with such other		271			5.3    Where the Managers are not providing Technical
202				financial statements and reports, that the Owners		272			Management in accordance with sub-clause 3.2, the Owners
203				may reasonably require from time to time;		273			shall procure that the requirements of the law of the flag of
204				maintain the records of all costs and expenditure		274			the Vessel are satisfied and that they, or such other entity as
205				incurred as well as data necessary or proper for the		275			may be appointed by them and identified to the Managers,
206				settlement of accounts between the parties.		276			shall be deemed to be the “Company” as defined by the
207						277			ISM Code assuming the responsibility for the operation of
208

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

278			the Vessel and taking over the duties and responsibilities			346			fee shall be presented in the annual budget referred to in
279			imposed by the ISM Code when applicable.			347			sub-clause 9.1.
280						348			8.3    The Managers shall, at no extra cost to the Owners,
281		6.	Insurance Policies			349			provide their own office accommodation, office staff,
282			The Owners shall procure, whether by instructing the			350			facilities and stationery. Without limiting the generality of
283			Managers under sub-clause 3.4 or otherwise, that			351			Clause 7 the Owners shall reimburse the Managers for
284			throughout the period of this Agreement:			352			postage and communication expenses, travelling expenses,
285			6.1     at the Owners’ expense, the Vessel is insured for not			353			and other out of pocket expenses properly incurred by the
286			less than her sound market value or entered for her full			354			Managers in pursuance of the Management Services.
287			gross tonnage, as the case may be for:			355			8.4    In the event of the appointment of the Managers being
288			(i)	usual hull and machinery marine risks (including crew		356			terminated by the Owners or the Managers in accordance
289				negligence) and excess liabilities;		357			with the provisions of Clauses 17 and 18 other than by
290			(ii)	protection and indemnity risks (including pollution		358			reason of default by the Manager, or if the Vessel is lost,
291				risks and Crew Insurances); and		359			sold or otherwise disposed of, the “management fee”
292			(iii)	war risks (including protection and indemnity and		360			payable to the Managers according to the provisions of sub-
293				crew risks) in accordance with the best practice of		361			clause 8.1, shall continue to be payable in full for a further
294				prudent owners of vessels of a similar type to the		362			period of  three calendar months from the day of
295				Vessel, with first class insurance companies,		363			termination of the management contract (date of handover) .
296				underwriters or associations (“the Owners’		364			In addition, provided that the Managers provide Crew for
297				Insurances”);		365			the Vessel in accordance with sub-clause 3.1:
298			6.2    all premiums and calls on the Owners’ Insurances are			366			(i)	the Owners shall continue to pay actual incurred Crew
299			paid promptly by their due date,			367				Support Costs during the said further period of three
300			6.3    the Owners’ Insurances name the Managers and,			368				calendar months and
301			subject to underwriters’ agreement, any third party			369			(ii)	the Owners shall pay an equitable proportion of any
302			designated by the Managers as a joint assured, with full			370				Severance Costs which may materialise, not
303			cover, with the Owners obtaining cover in respect of each			371				exceeding the amount stated in Box 16.
304			of the insurances specified in sub-clause 6.1:			372			8.5    If the Owners decide to lay-up the Vessel whilst this
305			(i)	on terms whereby the Managers and any such third		373			Agreement remains in force and such lay-up lasts for more
306				party are liable in respect of premiums or calls arising		374			than three months, an appropriate reduction of the
307				in connection with the Owners’ Insurances; or		375			management fee for the period exceeding three months until
308			(ii)	if reasonably obtainable, on terms such that neither		376			one month before the Vessel is again put into service shall
309				the Managers nor any such third party shall be under		377			be mutually agreed between the parties.
310				any liability in respect of premiums or calls arising in		378			8.6    Unless otherwise agreed in writing all discounts and
311				connection with the Owners’ Insurances; or		379			commissions obtained by the Managers in the course of the
312			(iii)	on such other terms as may be agreed in writing.		380			management of the Vessel shall be credited to the Owners.
313			Indicate alternative (i), (ii) or (iii) in Xxx 00. If Box 14 is			381
314			left blank then (i) applies.			382		9.	Budgets and Management of Funds
315			6.4    written evidence is provided, to the reasonable			383			9.1    The Managers shall present to the Owners annually a
316			satisfaction of the Managers, of their compliance with their			384			budget for the following twelve months in such form, as the
317			obligations under Clause 6 within a reasonable time of the			385			Owners require. The annual budgets shall be prepared by
318			commencement of the Agreement, and of each renewal date			386			the Managers and submitted to the Owners not less than
319			and, if specifically requested, of each payment date of the			387			two months before January 1st.
320			Owners’ Insurances.			388			9.2    The Owners shall indicate to the Managers their
321						389			acceptance and approval of the annual budget within one
322		7.	Income Collected and Expenses Paid on Behalf of Owners			390			month of presentation and in the absence of any such
323			7.1    All moneys collected by the Managers under the			391			indication the Managers shall be entitled to assume that the
324			terms of this Agreement (other than moneys payable by the			392			Owners have accepted the proposed budget.
325			Owners to the Managers) and any interest thereon shall be			393			9.3    Following the agreement of the budget, the Managers
326			held to the credit of the Owners in a separate bank account.			394			shall prepare and present to the Owners their estimate of the
327			7.2    All expenses incurred by the Managers under the			395			working capital requirements of the Vessel and the
328			terms of this Agreement on behalf of the Owners (including			396			Managers shall each month up-date this estimate. Based
329			expenses as provided in Clause 8) may be debited against			397			thereon, the Managers shall each month request the Owners
330			the Owners in the account referred to under sub-clause 7.1			398			in writing for the funds required to run the Vessel for the
331			but shall in any event remain payable by the Owners to the			399			ensuing month, including the payment of any occasional or
332			Managers on demand.			400			extraordinary item of expenditure, such as emergency repair
333						401			costs, additional insurance premiums, bunkers or
334		8.	Management Fee			402			provisions. Such funds shall be received by the Managers
335			8.1    The Owners shall pay to the Managers for their			403			within ten running days after the receipt by the Owners of
336			services as Managers under this Agreement an annual			404			the Managers’ written request and shall be held to the credit
337			management fee as stated in Box 15 which shall be payable			405			of the Owners in a separate bank account.
338			by equal monthly instalments in advance at the end of each			406			9.4    The  Managers shall  produce a  comparison  between
339			month, the first instalment being payable on the			407			budgeted and actual income and expenditure of the Vessel
340			commencement of this Agreement at the end of next month			408			in such form as required by the Owners on a monthly basis.
341			after commencement of this Agreement (see Clause 2 and			409			On a quarterly statement of vessels operating costs which
342			Box 4) and subsequent instalments being payable every			410			includes necessary explanations for deviates from the
343			month.			411			agreed budget and forecast operating cost for the whole
344			8.2    The management fee shall be subject to an annual			412			year (ref. clause 3.5).
345			review at the end of each calendar year and the proposed			413
						414			9.5    Notwithstanding anything contained herein to the
						415			contrary, the Managers shall in no circumstances be

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

416			required to use or commit their own funds to finance the		486			exemption from liability, defence and immunity of
417			provision of the Management Services.		487			whatsoever nature applicable to the Managers or to which
418					488			the Managers are entitled hereunder shall also be available
419		10.	Managers’ Right to Sub-Contract		489			and shall extend to protect every such employee or agent of
420			The Managers shall not have the right to sub-contract any		490			the Managers acting as aforesaid and for the purpose of all
421			of their obligations hereunder, including those mentioned in		491			the foregoing provisions of this Clause 11 the Managers are
422			sub-clause 3.1, without the prior written consent of the		492			or shall be deemed to be acting as agent or trustee on behalf
423			Owners. which shall not be unreasonably withheld. In the		493			of and for the benefit of all persons who are or might be
424			event of such a sub-contract the Managers shall remain		494			their servants or agents from time to time (including sub-
425			fully liable for the due performance of their obligations		495			contractors as aforesaid) and all such persons shall to this
426			under this Agreement.		496			extent be or be deemed to be parties to this Agreement.
427					497
428		11.	Responsibilities		498		12.	Documentation
429			11.1    Force Majeure – Neither the Owners nor the		499			Where the Managers are providing Technical Management
430			Managers shall be under any liability for any failure to		500			in accordance with sub-clause 3.2 and/or Crew
431			perform any of their obligations hereunder by reason of any		501			Management in accordance with sub-clause 3.1, they shall
432			cause whatsoever of any nature or kind beyond their		502			make available, upon Owners’ request, all documentation
433			reasonable control.		503			and records related to the Safety Management System
434			11.2    Liability to Owners –(i) Without prejudice to sub-		504			(SMS) and/or the Crew which the Owners need in order to
435			clause 11.1, the Managers shall be under no liability		505			demonstrate compliance with the ISM Code and STCW 95
436			whatsoever to the Owners for any loss, damage, delay or		506			or to defend a claim against a third party.
437			expense of whatsoever nature, whether direct or indirect,		507
438			(including but not limited to loss of profit arising out of or		508		13.	General Administration
439			in connection with detention of or delay to the Vessel) and		509			13.1    The Managers shall in consultation with the Owners
440			howsoever arising in the course of performance of the		510			handle and settle all claims arising out of the Management
441			Management Services UNLESS same is proved to have		511			Services hereunder and keep the Owners informed
442			resulted solely from the negligence, gross negligence or		512			regarding any incident of which the Managers become
443			wilful default of the Managers or their employees, or agents		513			aware, which gives or may give rise to claims or disputes
444			or sub-contractors employed by them in connection with the		514			involving third parties.
445			Vessel, in which case (save where loss, damage, delay or		515			13.2    The Managers shall, as instructed by the Owners,
446			expense has resulted from the Managers’ personal act or		516			bring or defend actions, suits or proceedings in connection
447			omission committed with the intent to cause same or		517			with matters entrusted to the Managers according to this
448			recklessly and with knowledge that such loss, damage,		518			Agreement.
449			delay or expense would probably result) the Managers’		519			13.3    The Managers in consultation with the Owners shall
450			liability for each incident or series of incidents giving rise		520			also have power to obtain legal or technical or other outside
451			to a claim or claims shall never exceed a total of ten times		521			expert advice in relation to the handling and settlement of
452			the annual management fee payable hereunder.		522			claims and disputes or all other matters affecting the
453			(ii) Notwithstanding anything that may appear to the		523			interests of the Owners in respect of the Vessel.
454			contrary in this Agreement, the Managers shall not be liable		524			13.4    The Owners shall arrange for the provision of any
455			for any of the actions of the Crew, even if such actions are		525			necessary guarantee bond or other security.
456			negligent, grossly negligent or wilful, except only to the		526			13.5    Any costs reasonably incurred by the Managers in
457			extent that they are shown to have resulted from a failure by		527			carrying out their obligations according to Clause 13 shall
458			the Managers to discharge their obligations under sub-		528			be reimbursed by the Owners.
459			clause 3.1, in which case their liability shall be limited in		529
460			accordance with the terms of this Clause 11.		530		14.	Auditing
461			11.3    Indemnity – Except to the extent and solely for the		531			The Managers shall at all times maintain and keep true and
462			amount therein set out that the Managers would be liable		532			correct accounts and shall make the same available for
463			under sub-clause 11.2, the Owners hereby undertake to		533			inspection and auditing by the Owners at such times as may
464			keep the Managers and their employees, agents and sub-		534			be mutually agreed. On the termination, for whatever
465			contractors indemnified and to hold them harmless against		535			reasons, of this Agreement, the Managers shall at Owners’
466			all actions, proceedings, claims, demands or liabilities		536			cost release to the Owners, if so requested, the originals
467			whatsoever or howsoever arising which may be brought		537			where possible, or otherwise certified copies, of all such
468			against them or incurred or suffered by them arising out of		538			accounts and all documents specifically relating to the
469			or in connection with the performance of the Agreement,		539			Vessel and her operation.
470			and against and in respect of all costs, losses, damages and		540			The Manager shall operate in compliance with SOX and
471			expenses (including legal costs and expenses on a full		541			annualy provide a SAS70 type 2 report. The cost of such
472			indemnity basis) which the Managers may suffer or incur		542			report to be distributed equally on the vessel accounts of
473			(either directly or indirectly) in the course of the		543			the managed fleet.
474			performance of this Agreement.		544			After closing a financial year the Managers shall deliver to
475			11.4    “Himalaya” – It is hereby expressly agreed that no		545			the Owners and at Owners costs the annual accounts
476			employee or agent of the Managers (including every sub-		546			audited by a state-certified public accountant.
477			contractor from time to time employed by the Managers)		547
478			shall in any circumstances whatsoever be under any liability		548		15.	Inspection of Vessel
479			whatsoever to the Owners for any loss, damage or delay of		549			The Owners shall have the right at any time after giving
480			whatsoever kind arising or resulting directly or indirectly		550			reasonable notice to the Managers to inspect the Vessel for
481			from any act, neglect or default on his part while acting in		551			any reason they consider necessary.
482			the course of or in connection with his employment and,		552
483			without prejudice to the generality of the foregoing		553		16.	Compliance with Laws and Regulations
484			provisions in this Clause 11, every exemption, limitation,		554			The Managers will not do or permit to be done anything,
485			condition and liberty herein contained and every right,		555			which might cause any breach or infringement of the laws

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

556			and regulations of the Vessel’s flag, or of the places where				625			18.6    The termination of this Agreement shall be without
557			she trades.				626			prejudice to all rights accrued due between the parties prior
558		17.	Duration of the Agreement				627			to the date of termination.
559			This Agreement shall come into effect on the day and year				628		19.	Law and Arbitration
560			stated in Box 4 and shall continue until the date stated in				629			19.1    This Agreement shall be governed by and construed
561			Box 17. Thereafter it shall continue until terminated by				630			in accordance with English and any dispute arising out of or
562			either party giving to the other notice in writing, in which				631			in connection with this Agreement shall be referred to
563			event the Agreement shall terminate upon the expiration of				632			arbitration in London in accordance with the Arbitration
564			a period of two months from the date upon which such				633			Xxx 0000 or any statutory modification or re-enactment
565			notice was given.				634			thereof save to the extent necessary to give effect to the
566							635			provisions of this Clause.
567		18.	Termination				636			The arbitration shall be conducted in accordance with the
568			18.1    Owners’ default				637			London Maritime Arbitrators Association (LMAA) Terms
569			(i)	The Managers shall be entitled to terminate the			638			current at the time when the arbitration proceedings are
570				Agreement with immediate effect by notice in writing			639			commenced.
571				if any moneys payable by the Owners under this			640			The reference shall be to three arbitrators. A party wishing
572				Agreement shall not have been received in Managers’			641			to refer a dispute to arbitration shall appoint its arbitrator
573				nominated account within ten running days of receipt			642			and send notice of such appointment in writing to the other
574				by the Owners of the Managers written request or if			643			party requiring the other party to appoint its own arbitrator
575				the Vessel is repossessed by the Mortgagees.			644			within 14 calendar days of that notice and stating that it will
576			(ii)	If the Owners:			645			appoint its arbitrator as sole arbitrator unless the other party
577				(a)	fail to meet their obligations under sub-clause 5.1		646			appoints its own arbitrator and gives notice that it has done
578					of this Agreement for any reason within their		647			so within the 14 days specified. If the other party does not
579					control, or		648			appoint its own arbitrator and give notice that it has done so
580				(b)	proceed with the employment of or continue to		649			within the 14 days specified, the party referring a dispute to
581					employ the Vessel in the carriage of contraband,		650			arbitration may, without the requirement of any further
582					blockade running, or in an unlawful trade, or on a		651			prior notice to the other party, appoint its arbitrator as sole
583					voyage which in the reasonable opinion of the		652			arbitrator and shall advise the other party accordingly. The
584					Managers is unduly hazardous or improper,		653			award of a sole arbitrator shall be binding on both parties as
585					the Managers may give notice of the default to the		654			if he had been appointed by agreement.
586					Owners, requiring them to remedy it as soon as		655			Nothing herein shall prevent the parties agreeing in writing
587					practically possible. In the event that the Owners fail		656			to vary these provisions to provide for the appointment of a
588					to remedy it within a reasonable time to the		657			sole arbitrator.
589					satisfaction of the Managers, the Managers shall be		658			In cases where neither the claim nor any counterclaim
590					entitled to terminate the Agreement with immediate		659			exceeds the sum of USD50,000 (or such other sum as the
591					effect by notice in writing.		660			parties may agree) the arbitration shall be conducted in
592			18.2    Managers’ Default				661			accordance with the LMAA Small Claims Procedure
593			If the Managers fail to meet their obligations under Clauses				662			current at the time when the arbitration proceedings are
594			3 and 4 of this Agreement for any reason within the control				663			commenced.
595			of the Managers, the Owners may give notice in writing to				664			19.2    This Agreement shall be governed by and construed
596			the Managers of the default, requiring them to remedy it as				665			in accordance with Title 9 of the United States Code and
597			soon as practically possible. In the event that the Managers				666			the Maritime Law of the United States and any dispute
598			fail to remedy it within a reasonable time to the satisfaction				667			arising out of or in connection with this Agreement shall be
599			of the Owners, the Owners shall be entitled to terminate the				668			referred to three persons at New York, one to be appointed
600			Agreement with immediate effect by notice in writing.				669			by each of the parties hereto, and the third by the two so
601			18.3    Extraordinary Termination				670			chosen; their decision or that of any two of them shall be
602			This Agreement shall be deemed to be terminated in the				671			final, and for the purposes of enforcing any award,
603			case of the sale of the Vessel or if the Vessel becomes a				672			judgement may be entered on an award by any court of
604			total loss or is declared as a constructive or compromised or				673			competent jurisdiction. The proceedings shall be conducted
605			arranged total loss or is requisitioned.				674			in accordance with the rules of the Society of Maritime
606			18.4    For the purpose of sub-clause 18.3 hereof				675			Arbitrators, Inc.
607			(i)	the date upon which the Vessel is to be treated as			676			In cases where neither the claim nor any counterclaim
608				having been sold or otherwise disposed of shall be the			677			exceeds the sum of USD50,000 (or such other sum as the
609				date on which the Owners cease to be registered as			678			parties may agree) the arbitration shall be conducted in
610				Owners of the Vessel;			679			accordance with the Shortened Arbitration Procedure of the
611			(ii)	the Vessel shall not be deemed to be lost unless either			680			Society of Maritime Arbitrators, Inc. current at the time
612				she has become an actual total loss or agreement has			681			when the arbitration proceedings are commenced.
613				been reached with her underwriters in respect of her			682			19.3    This Agreement shall be governed by and construed
614				constructive, compromised or arranged total loss or if			683			in accordance with the laws of the place mutually agreed by
615				such agreement with her underwriters is not reached it			684			the parties and any dispute arising out of or in connection
616				is adjudged by a competent tribunal that a			685			with this Agreement shall be referred to arbitration at a
617				constructive loss of the Vessel has occurred.			686			mutually agreed place, subject to the procedures applicable
618			18.5    This Agreement shall terminate forthwith in the event				687			there – as per Xxx 00 in Part I.
619			of an order being made or resolution passed for the winding				688			19.4    If Box 18 in Part I is not appropriately filled in, sub-
620			up, dissolution, liquidation or bankruptcy of either party				689			clause 19.1 of this Clause shall apply.
621			(otherwise than for the purpose of reconstruction or				690
622			amalgamation) or if a receiver is appointed, or if it suspends				691			Note: 19.1, 19.2 and 19.3 are alternatives; indicate
623			payment, ceases to carry on business or makes any special				692			alternative agreed in Box 18.
624			arrangement or composition with its creditors.				693
							694		20.	Notices

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

695			20.1    Any notice to be given by either party to the other
696			party shall be in writing and may be sent by fax, e-mail,
697			registered or recorded mail or by personal service.
698			20.2    The address of the Parties for service of such
699			communication shall be as stated in Boxes 19 and 20,
700			respectively.
701
702			The attached clauses 3.1 (ix), (x), 3.2 (vi), (vii) and 21
703			listed on the following page are all deemed to be
704			incorporated in this Shipmanagement Agreement.

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

PART II

“Xxxxxxx 98” Standard Ship Management Agreement

(Additional Clauses)

3.1)	Crew Management:
(ix)	The Managers will ensure that, during the entire period of the Agreement, is carried on board an ITF certificate or equivalent allowing the vessel’s calls and operations in all ports where an ITF certificate is compulsory.
(x)	Managers warrant that its D&A policy meets the OCIMF Guidelines for control of Drug & Alcohol onboard the vessels, as well as meets ExxonMobil’s Drug & Alcohol policy requirements for the duration of the Agreement.   The Managers further warrant that they shall exercise due diligence to ensure that the D&A policies is complied with for the duration of the agreement.
3.2)	Technical Management
(vi)	The vessel will be participating in the OCIMF TMSA programme securing a rating sufficient  for the vessel to be acceptable by the oil majors.
(vii)	Managers will ensure to  use  its best  endeavours to take all necessary and  reasonable steps to have the vessel inspected and accepted at any time by at least four of the following oil majors, namely ExxonMobil, Shell, Chevron, BP, TOTAL or Statoil and that there is always at least one SIRE report on file which is less than four months old.
21)	The Managers warrant that it has both ISO 9001, ISO 14001 and OSHAS 18001 certification in their documentation at the commencement of this Agreement and will maintain such certification for the duration of the Agreement.

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

ANNEX “A”

  Date of Agreement:   Name of Vessel:

VESSELS PARTICULARS

Vessel Name
Ex Names
Flag
Port of Registry
Call Sign / IMO Number
Type of Vessel
Hull type
Year build, Yard
Length O A			Dead-weight  (Designed)
Length between P P			Gross tonnes  GT
Beam (extreme)			Net tonnes     NT
Depth moulded			Light ship
Draft, summer			Vol. of ballast m3
PHONE SAT-B			Inert Gas installed
FAX SAT-B			No. of cargo tanks
TLX SAT- B			No. of Slop tanks
F77 Phone
F77 Fax
Phone (Mobile)			Vol. of cargo tanks 98%
Call Sign			Vol. of Slop tanks 98%
MMSI No.			Capacity of Cargo Pumps
FO capacity 95%			Main Engine
MDO capacity 95%			Output ME (CSR)
FW capacity			Aux. Engines
			Generators
FO/day steaming			Emergency Generator Engine
			Generators
			Speed (Service)
Classification Society			Hull & Machinery
Class ID			P & I
IMO No.			Emergency  Response Service
Official No.			QI
Owners
In Management since
Classification Notation
Last updated

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

ANNEX “B”

  Date of Agreement:   Name of Vessel:

DETAILS OF CREW Total crew:  __ persons

Officers	Ratings
Rank:	Rank:
Total:	Total:	Total:

  GOODWOOD SHIP MANAGEMENT AGREEMENT  Part II

ANNEX C

  Date of Agreement:   Name of Vessel:

SERVICES FEE

Services	Amount	USD	Frequency
Dry docking
·       0-25 days	Included		Daily / Superintendent
·       > 25 days	500
Extraordinary Repair*	500		Daily / Superintendent
Major upgrading*	500		Daily / Superintendent
Change of Flag	2,500		As required