EX-4.3 19 ex4-3.htm FORM OF SHIP MANAGEMENT AGREEMENT ex4-3.htm
Exhibit 4.3
 
Part I
 
SHIPMAN 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
    
manning 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 Box 14. 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
    
Act 1996 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 Box 18 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
“Shipman 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