Exhibit 4.43
PART II
BARECON 2001 Standard Bareboat Charter
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| 1. |
Shipbroker
UNIVERship Co., Ltd., Japan & Fearnley Securities AS, Norway
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2. |
Place and date
24th April 2023
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| 3. |
Owners/Place of business (Cl.1)
Village Seven Co., Ltd. (99.99% ownership)
6-21、Konan 3-chome, Minato-ku, Tokyo, Japan , and
V7 Fune Inc. (0.01% ownership)
BICSA Financial Center, 60th Floor, Balboa Avenue,
Panama City, Republic of Panama
c/o6-21, Konan 3-chome, Minato-ku, Tokyo, Japan
Email:
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4. |
Bareboat Charterers / Place of business (Cl.1)
Lord Ocean Navigation Co.
(guaranteed by Seanergy Maritime Holdings Corp., of the Republic of the Marshall Islands)
80 Broad Str, Monrovia, Republic of Liberia
c/o 154 Vouliagmenis Avenue,
16674 Glyfada, Greece
Email:
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| 5. |
Vessel’s name, call sign and flag (Cl. 1 and 3)
MV Lordship
Call Sign: A8SZ3
Flag: Liberia
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| 6. |
Type of Vessel
Bulk carrier
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7. |
GT/NT
93564/59500 tons
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| 8. |
When / Where built
2010
Hyundai Heavy Industries
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9. |
Total DWT (abt.) in metric tons on summer freeboard
178,838.4 tons
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| 10. |
Classification Society (Cl.3)
BV or other IACS
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11. |
Date of last special survey by the Vessel’s classification society
2 August 2019
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| 12. |
Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to (Cl.3)
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| 13. |
Port or Place of delivery (Cl.3)
Safely afloat at an accessible safe berth or anchorage at a safe port or at sea within World Wide Range at the Charterer’s option.
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14. |
Time for delivery (Cl. 4)
25th April 2023 – 26 May 2023 in Charterer’s option
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15. Cancelling date (Cl.5)
26 May 2023
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| 16. |
Port or Place of redelivery (Cl.15)
Safely afloat at an accessible safe berth or anchorage at a safe
port or place worldwide, in Charterers’ option
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17. |
No. of months’ validity of trading and class certificates
upon redelivery (Cl. 15)
minimum 3 months
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| 18. |
Running days’ notice if other than stated in Cl.4
N/A
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19. |
Frequency of dry-docking (Cl. 10(g))
As required by the Classification Society
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| 20. |
Trading limits (Cl. 6)
World Wide trading within Institute Warranty Limits (IWL). Charterers may breach IWL against paying all additional premium/expenses. North Korea and States sanctioned by UN to be excluded in case sanctions
apply to Charterers and/or Vessel and prohibit trading, and Owners to be informed by Charterers. Failure to provide such notifications shall not constitute a breach of this Charter, but if such calling constitute a breach of UN sanctions,
then Charterers to undertake to indemnify Owners against all direct loss and costs sustained as a result of such violation.
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| 21. |
Charter period
4 years and 5 months from delivery
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22. |
Charter hire (Cl. 11)
See also Clause 44
Fixed part: USD6,940.64 per day; plus
Floating part: (3M CME TERM SOFR + 3.00%) x Loan
Outstanding x Number of Days / 360
Loan Outstanding as per Clause 44.
If 3M CME TERM SOFR falls below zero, then 3M CME TERM SOFR equal to zero to be applied to calculate the
Floating Part of the Charter Hire.
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| 23. |
New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29) (Cl.10 (a)(ii))
N/A
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| 24. |
Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc.
to PART IV
3 month CME TERM SOFR plus 3 (three) percentage points per
annum
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25. |
Currency and method of payment (Cl. 11)
USD, payable monthly in advance by bank transfer
(Floating part of the Charter Hire to be determined no later than 5 Banking Days before hire due date)
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Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document
will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.
First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.
| 26. |
Place of payment; also state beneficiary and bank account (Cl. 11)
SUMITOMO MITSUI BANKING CORPORATION
Address: 1-1, Nishi-Shinjuku 2-chome, Shinjuku-ku, Tokyo,
Japan
Dollar Ordinary a / c no:
Account Name: VILLAGE SEVEN CO., LTD.
Swift Code:
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27. |
Bank guarantee / bond (sum and place) (Cl. 24) (optional)
N/A
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| 28. |
Mortgage(s), if any (state whether 12 (a) or (b) applies; if 12 (b)
applies state date of Financial Instrument and name of
Mortgage(s) / Place of business) (Cl.12)
SUMITOMO MITSUI BANKING CORPORATION
Address: 1-1, Nishi-Shinjuku 2-chome, Shinjuku-ku, Tokyo,
Japan
Date of Financial Instrument: 〔TBA〕
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29. |
Insurance (hull and machinery and war risks) (state value
acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also
state if Cl. 14 applies)
See Clause 41
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| 30. |
Additional insurance cover, if any, for Owners’ account limited to (Cl. 13 (b) or, if applicable, Cl. 14(g))
N/A
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31. |
Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13 (b) or, if applicable, Cl. 14(g))
N/A
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| 32. |
Latent defects (only to be filled in if period other than stated in
Cl. 3)
N/A
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33. |
Brokerage commission and to whom payable (Cl. 27)
N/A
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| 34. |
Grace period (state number of clear banking days) (Cl.28)
Five (5) Banking days
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35. |
Dispute Resolution (state 30 (a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)
(a) English law, London arbitration
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| 36. |
War cancellation (indicate countries agreed) (Cl.26 (f))
N/A
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| 37. |
Newbuilding Vessel (indicate with “yes” or “no” whether PART
III applies) (optional)
No
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38. |
Name and place of Builders (only to be filled in if PART III applies)
N/A
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| 39. |
Vessel’s Yard Building No. (only to be filled in if PART III applies)
N/A
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40. |
Date of Building Contract (only to be filled in if PART III applies)
N/A
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| 41. |
Liquidated damages and costs shall accrue to (state party acc. to Cl. 1
a)
b)
c)
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| 42. |
Hire / Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional)
See however Clause 40
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43. |
Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional)
Yes, in Charterers’ option
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| 44. |
Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) (optional)
Liberia
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45. |
Country of the Underlying Registry (only to be filled in if PART V applies)
Liberia
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| 46. |
Number of additional clauses covering special provisions, if agreed
See Clause 32-47
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PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II. In the event of a conflict of conditions, the
provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly
agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV
and/or PART V to the extent of such conflict but no further.
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Village Seven Co., Ltd. & V7 FUNE Inc.
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Lord Ocean Navigation Co.
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Signature (Owners)
/s/ Mamoru Nanamura
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Signature (Charterers)
/s/ Stavros Gyftakis
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| Mamoru Nanamura |
Stavros Gyftakis |
| Representative Director/President of each of the Owners |
Director/ Treasurer
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PART II
BARECON 2001 Standard Bareboat Charter
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1
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1. Definitions
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2
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In this Charter, the following terms shall have the
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3
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meanings hereby assigned to them:
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4
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“The Owners” shall mean the party identified in Box 3;
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5
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“The Charterers” shall mean the party identified in Box 4;
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6
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“The Vessel” shall mean the vessel named in Box 5 and
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7
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with particulars as stated in Boxes 6 to 12.
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8
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“Financial Instrument” means the mortgage, deed of
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9
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covenant or other such financial security instrument as
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10
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annexed to this Charter and stated in Box 28.
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“MOA” means the Memorandum of Agreement entered into between the Owners as buyers and the Charterers as sellers dated April ____, 2023.
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11
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“Banking Days” means a day on which banks are open for transaction of business of the nature required by this Charter in Liberia, Tokyo, Greece, London and
New York.
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12
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2. Charter Period
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13
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In consideration of the hire detailed in Box 22,
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14
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the Owners have agreed to let and the Charterers have
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15
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agreed to hire the Vessel for the period stated in Box 21
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16
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(“The Charter Period”).
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17
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3. Delivery See also clauses 33, 34 and 35.
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23
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The Vessel shall be delivered by the Owners and taken
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24
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over by the Charterers at the port/berth/anchorage or place indicated in
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25
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Box 13
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34
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(c) The delivery of the Vessel by the Owners and the
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35
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taking over of the Vessel by the Charterers shall
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36
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constitute a full performance by the Owners of all the
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37
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Owners’ obligations under this Clause 3, and thereafter
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38
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the Charterers shall not be entitled to make or assert
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39
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any claim against the Owners on account of any
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40
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conditions, representations or warranties expressed or
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41
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implied with respect to the Vessel.
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4. Time for Delivery See clause 33
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60
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5. Cancelling See clause 33
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86
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6. Trading Restrictions
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87
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The Vessel shall be employed in lawful trades for the
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88
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carriage of suitable lawful merchandise within the trading
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89
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limits indicated in Box 20.
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90
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The Charterers undertake not to employ the Vessel or
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91
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suffer the Vessel to be employed otherwise than in
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92
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conformity with the terms of the contracts of insurance
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93
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(including any warranties expressed or implied therein)
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94
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without first obtaining the consent of the insurers to such
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95
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employment and complying with such requirements as
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96
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to extra premium or otherwise as the insurers may
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97
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prescribe.
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98
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The Charterers also undertake not to employ the Vessel
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99
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or suffer her employment in any trade or business which
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100
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is forbidden by the law of any country to which the Vessel
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101
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may sail or is otherwise illicit or in carrying illicit or
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102
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prohibited goods or in any manner whatsoever which
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103
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may render her liable to condemnation, destruction,
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104
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seizure or confiscation.
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105
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Notwithstanding any other provisions contained in this
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106
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Charter it is agreed that nuclear fuels or radioactive
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107
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products or waste are specifically excluded from the
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108
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cargo permitted to be loaded or carried under this
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PART II
BARECON 2001 Standard Bareboat Charter
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109
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Charter. This exclusion does not apply to radio-isotopes
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110
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used or intended to be used for any industrial,
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111
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commercial, agricultural, medical or scientific purposes
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112
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provided the Owners’ prior approval has been obtained
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113
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to loading thereof.
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114
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7. Surveys on Delivery and Redelivery See clauses 36 and 37
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115
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(not applicable when Part III applies, as indicated in Box 37)
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Not earlier than 45 days nor later than 30 days or if not possible then as soon as the Vessel becomes available before re-delivery of the Vessel, the Owners and the Charterers shall jointly
agree upon the appointment of an independent surveyor for the purpose of determining in writing the condition of the Vessel at the time of redelivery hereunder. The surveyor, whose decision shall be final and binding on both parties, shall
report in writing, specifying all items, if any, which have not been properly maintained in accordance with the terms and conditions of the Charter and the work required to correct such deficiencies. The costs of such a surveyor shall be
equally shared between the parties. In the event that the parties are not able to agree upon a single surveyor, each shall appoint their own and the two surveyors so appointed shall conduct a joint survey of the Vessel. In such event, each
party shall pay their own appointed surveyor’s costs. The survey shall be carried out at the port of redelivery and in Charterer’s time. Any works required as a result of such survey shall be carried by the Charterer prior to their redelivering
of the Vessel. This clause shall not apply if Charterers exercise their purchase option as set out in Clause 40.
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124
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8. Inspection
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125
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The Owners shall, once a year, have the right after giving
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126
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reasonable notice to the Charterers to inspect or survey
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127
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the Vessel or instruct a duly authorised surveyor to carry
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128
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out such survey on their behalf provided it does not interfere with the operation and trading of the Vessel and/or crew:-
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129
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(a) to ascertain the condition of the Vessel and satisfy
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130
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themselves that the Vessel is being properly repaired
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131
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and maintained. The costs and fees for such inspection
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132
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or survey shall be paid by the Owners unless the Vessel
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133
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is found to require repairs or maintenance in order to
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134
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achieve the condition so provided;
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135
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(b) in dry-dock if the Charterers have not dry-docked
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136
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Her in accordance with Clause 10(g). The costs and fees
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137
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for such inspection or survey shall be paid by the
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138
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Charterers; and
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144
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All time used in respect of inspection, survey or repairs
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145
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shall be for the Charterers’ account and form part of the
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146
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Charter Period.
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147
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The Charterers shall also permit the Owners to inspect
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148
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the Vessel’s log books whenever reasonably requested and shall
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149
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whenever required by the Owners furnish them with full
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150
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information regarding any casualties or other accidents
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151
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or damage to the Vessel.
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152
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9. Inventories, Oil and Stores
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168
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10. Maintenance and Operation
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169
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(a)(i) Maintenance and Repairs - During the Charter
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170
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Period the Vessel shall be in the full possession
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171
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and at the absolute disposal for all purposes of the
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172
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Charterers and under their complete control in
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173
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every respect. The Charterers shall maintain the
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174
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Vessel, her machinery, boilers, appurtenances and
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175
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spare parts in a good state of repair, in efficient
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176
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operating condition and in accordance with good
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177
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commercial maintenance practice and,
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178
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179
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own expense they shall at all times keep the
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180
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Vessel’s Class fully up to date with the Classification
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181
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Society indicated in Box 10 and maintain all other
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182
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necessary certificates in force at all times.
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183
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(ii) New Class and Other Safety Requirements - In the
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184
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event of any improvement, structural changes or
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185
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new equipment becoming necessary for the
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186
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continued operation of the Vessel by reason of new
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187
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class requirements or by compulsory legislation
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including but not limited to Ballast Water Treatment System, the cost and time of compliance shall be for the Charterers account. Notwithstanding the foregoing, Charterers are allowed to
make improvements to the Vessel provided cost of same to be for the Charterers account.
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PART II
BARECON 2001 Standard Bareboat Charter
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201
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(iii) Financial Security - The Charterers shall maintain
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202
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financial security or responsibility in respect of third
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203
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party liabilities as required by any government,
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204
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including federal, state or municipal or other division
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205
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or authority thereof, to enable the Vessel, without
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206
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penalty or charge, lawfully to enter, remain at, or
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207
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leave any port, place, territorial or contiguous
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208
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waters of any country, state or municipality in
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209
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performance of this Charter without any delay. This
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210
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obligation shall apply whether or not such
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211
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requirements have been lawfully imposed by such
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212
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government or division or authority thereof.
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213
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The Charterers shall make and maintain all arrange-
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214
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ments by bond or otherwise as may be necessary to
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215
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satisfy such requirements at the Charterers’ sole
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216
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expense and the Charterers shall indemnify the Owners
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217
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against all consequences whatsoever (including loss of
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218
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time) for any failure or inability to do so.
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219
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(b) Operation of the Vessel - The Charterers shall at
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220
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their own expense and by their own procurement man,
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221
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victual, navigate, operate, supply, fuel and, whenever
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222
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required, repair the Vessel during the Charter Period
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223
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and they shall pay all charges and expenses of every
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224
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kind and nature whatsoever incidental to their use and
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225
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operation of the Vessel under this Charter, including
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226
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annual flag State fees and any foreign general
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227
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municipality and/or state taxes. The Master, officers
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228
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and crew of the Vessel shall be the servants of the Charterers
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229
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for all purposes whatsoever, even if for any reason
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230
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appointed by the Owners.
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231
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Charterers shall comply with the regulations regarding
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232
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officers and crew in force in the country of the Vessel’s
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233
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flag or any other applicable law.
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234
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(c) The Charterers shall keep the Owners and the
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235
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mortgagee(s) advised of the intended employment,
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236
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planned dry-docking and major repairs of the Vessel,
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237
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as reasonably required.
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238
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(d) Flag and Name of Vessel –
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239
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funnel insignia and fly their own house flag. The
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240
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Charterers shall also have the liberty, with the Owners’
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241
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consent, which shall not be unreasonably withheld, to
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242
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change the
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243
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the Charter Period by providing 14 Banking Days prior notice to the Owners and such expense shall be for Charterer’s
account. In case Charterers do not exercise their Purchase Option, as set out in clause 40,
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244
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and re-instalment, registration and re-registration at redelivery, if
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245
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required by the Owners, shall be at the Charterers’
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246
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expense and time. Tonnage tax charged on the basis of tonnage by the Vessel’s flag state during the Charter Period for current and any new flag to be for Charterers’ account. During the Charter Period, the Charterers shall have the option to change the flag of the Vessel with the Owners’ prior written consent which shall not be unreasonably withheld or delayed, provided
that all costs and expense incurred by the Owners in relation to flag changes (including but not limited to documentation fee in relation to the Financial Documents and deletion of the existing registration of the ownership and
mortgage of the Vessel and the new registration of ownership and mortgage over the Vessel) shall be on Charterers’ account.
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247
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(e) Changes to the Vessel – Subject to Clause 10(a)(ii),
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248
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the Charterers shall make no structural changes in the
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249
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Vessel or changes in the machinery, boilers, appurten-
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250
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ances or spare parts thereof without in each instance
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first securing the Owners’ approval thereof. Notwithstanding the above, Owners’ consent will not be required for any changes (including structural changes) to the vessel related to the installation of the ammonia (propulsion)
system on the Vessel.
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254 termination of this Charter at the Charterer’s account.
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255
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(f) Use of the Vessel’s Outfit, Equipment and
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256
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Appliances - The Charterers shall have the use of all
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257
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outfit, equipment, and appliances on board the Vessel
|
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258
|
at the time of delivery, provided the same or their
|
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259
|
substantial equivalent shall be returned to the Owners
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260
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on redelivery in the same condition as
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261
|
when received, ordinary wear and tear excepted. The
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262
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Charterers shall from time to time during the Charter
|
|
263
|
Period replace such items of equipment as shall be so
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264
|
damaged or worn as to be unfit for use. The Charterers
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265
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are to procure that all repairs to or replacement of any
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266
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damaged, worn or lost parts or equipment be effected
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267
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in such manner (both as regards workmanship and
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268
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quality of materials) as not to diminish the value of the
|
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269
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Vessel. The Charterers have the right to fit additional
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270
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equipment at their expense and risk but the Charterers
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271
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shall remove such equipment at the end of the period if
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272
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requested by the Owners. Any equipment including radio
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273
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equipment on hire on the Vessel at time of delivery shall
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274
|
be kept and maintained by the Charterers and the
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275
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Charterers shall assume the obligations and liabilities
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|
276
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of the Owners under any lease contracts in connection
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277
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therewith and shall reimburse the Owners for all
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278
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expenses incurred in connection therewith, also for any
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279
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new equipment required in order to comply with radio
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|
280
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regulations.
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281
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(g) Periodical Dry-Docking - The Charterers shall dry-
|
|
282
|
dock the Vessel and clean and paint her underwater
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|
283
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parts whenever the same may be necessary,
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284
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|
285
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|
286
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|
287
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|
288
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11. Hire
|
|
289
|
(a) The Charterers shall pay hire due to the Owners
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|
PART II
BARECON 2001 Standard Bareboat Charter
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|
290
|
punctually in accordance with the terms of this Charter
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|
291
|
in respect of which time shall be of the essence.
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292
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(b) The Charterers shall pay to the Owners for the hire
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293
|
of the Vessel
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Box 22 which shall be payable monthly
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296
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payable on the date and hour of the Vessel’s delivery to
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297
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the Charterers. Hire shall be paid continuously
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|
298
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throughout the Charter Period.
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299
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(c) Payment of hire shall be made in cash without
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|
300
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discount in the currency and in the manner indicated
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|
301
|
Box 25 and at the place mentioned in Box 26.
|
|
302
|
(d) Final payment of hire, if for a period of less than
|
|
303
|
one calendar month
|
|
304
|
according to the number of days and hours remaining
|
|
305
|
before redelivery and advance payment to be effected
|
|
306
|
accordingly.
|
|
314
|
(f) Any delay in payment of hire shall entitle the
|
|
315
|
Owners to interest at the rate per annum as agreed
|
|
316
|
in Box 24.
|
|
321
|
(g) Payment of interest due under sub-clause 11(f)
|
|
322
|
shall be made within seven (7) Banking Days of the date
|
|
323
|
of the Owners’ invoice specifying the amount payable
|
|
324
|
or, in the absence of an invoice, at the time of the next
|
|
325
|
hire payment date.
|
|
326
|
12. Mortgage
|
|
327
|
(only to apply if Box 28 has been appropriately filled in)
|
|
332
|
*) (b) The Vessel chartered under this Charter is financed
|
|
333
|
by a mortgage according to the Financial Instrument.
|
At the reasonable request of the Owner, the Charterers
shall provide such documents and information as the
Owners reasonably needs towards their financiers.
|
347
|
The Owners warrant that
|
|
348
|
they have not effected any mortgage(s) other than stated
|
|
349
|
in Box 28 and that they shall not agree to any
|
|
350
|
amendment of the mortgage(s) referred to in Box 28 or
|
|
351
|
effect any other mortgage(s) without the prior consent
|
|
352
|
of the Charterers, which shall not be unreasonably
|
|
353
|
withheld.
|
|
354
|
*) (Optional, Clauses 12(a) and 12(b) are alternatives;
|
|
355
|
indicate alternative agreed in Box 28).
|
|
356
|
13. Insurance and Repairs see also clause 41
|
|
357
|
(a) During the Charter Period the Vessel shall be kept
|
|
358
|
insured by the Charterers at their expense against hull
|
|
359
|
and machinery, war and Protection and Indemnity risks
|
|
360
|
(and any risks against which it is compulsory to insure
|
|
361
|
for the operation of the Vessel, including maintaining
|
|
362
|
financial security in accordance with sub-clause
|
|
363
|
10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld
|
|
364
|
|
365
|
. Such insurances shall be arranged by the
|
|
366
|
Charterers to protect the interests of both the Owners
|
|
367
|
and the Charterers and the mortgagee(s) (if any), and
|
|
368
|
The Charterers shall be at liberty to protect under such
|
|
369
|
insurances the interests of any managers they may
|
|
370
|
appoint. Insurance policies shall cover the Owners and
|
|
371
|
the Charterers according to their respective interests.
|
|
372
|
Subject to the provisions of the Financial Instrument, if
|
|
373
|
any, and the approval of the Owners and the insurers,
|
|
374
|
the Charterers shall effect all insured repairs and shall
|
|
375
|
undertake settlement and reimbursement from the
|
|
376
|
insurers of all costs in connection with such repairs as
|
|
377
|
well as insured charges, expenses and liabilities to the
|
|
378
|
extent of coverage under the insurances herein provided
|
|
379
|
for.
|
|
380
|
The Charterers also to remain responsible for and to
|
|
381
|
effect repairs and settlement of costs and expenses
|
|
382
|
incurred thereby in respect of all other repairs not
|
|
383
|
covered by the insurances and/or not exceeding any
|
|
384
|
possible franchise(s) or deductibles provided for in the
|
|
385
|
insurances.
|
|
386
|
All time used for repairs under the provisions of sub-
|
|
387
|
clause 13(a) and for repairs of latent defects according
|
|
388
|
to Clause 3(c) above, including any deviation, shall be
|
|
389
|
for the Charterers’ account.
|
|
390
|
(b)
|
|
391
|
|
392
|
|
393
|
The Owners or
|
|
394
|
the Charterers as the case may be shall immediately
|
|
395
|
furnish the other party with particulars of any additional
|
|
396
|
insurance effected, including copies of any cover notes
|
|
397
|
or policies and the written consent of the insurers of
|
|
398
|
any such required insurance in any case where the
|
|
399
|
consent of such insurers is necessary.
|
|
400
|
(c) The Charterers shall upon the request of the
|
|
401
|
Owners, provide reasonable information and promptly execute such
|
|
402
|
documents as may be reasonably required to enable the Owners to
|
|
403
|
comply with the insurance provisions of the Financial
|
|
404
|
Instrument. Cost and time, if any, for Owners’ account.
|
|
405
|
(d) Subject to the provisions of the Financial Instru-
|
|
406
|
ment, if any, should the Vessel become an actual,
|
|
407
|
constructive, compromised or agreed total loss under
|
|
408
|
the insurances required under sub-clause 13(a), all
|
|
409
|
insurance payments for such loss shall be paid in accordance with clause 41 to the
|
|
|
|
PART II
BARECON 2001 Standard Bareboat Charter
|
|
410
|
Owners who shall distribute the moneys between the
|
|
411
|
Owners and the Charterers according to their respective
|
|
412
|
interests. The Charterers undertake to notify the Owners
|
|
413
|
and the mortgagee(s), if any, of any occurrences in
|
|
414
|
consequence of which the Vessel is likely to become a
|
|
415
|
total loss as defined in this Clause.
|
|
416
|
(e) The Owners shall upon the request of the
|
|
417
|
Charterers, promptly execute such documents as may
|
|
418
|
be required to enable the Charterers to abandon the
|
|
419
|
Vessel to insurers and claim a constructive total loss.
|
|
420
|
(f) For the purpose of insurance coverage against hull
|
|
421
|
and machinery and war risks under the provisions of
|
|
422
|
sub-clause 13(a), the value of the Vessel is the sum
|
|
423
|
indicated in Clause 41.
|
|
513
|
15. Redelivery
|
|
514
|
At the expiration of the Charter Period the Vessel shall
|
|
515
|
be redelivered by the Charterers to the Owners at a
|
|
516
|
safe and ice-free port or place as indicated in Box 16, in
|
|
517
|
such ready safe berth as the Charterers may direct. The
|
|
518
|
Charterers shall give the Owners not less than thirty
|
|
519
|
(30) running days’ preliminary notice of expected date,
|
|
520
|
range of ports of redelivery or port or place of redelivery
|
|
521
|
and not less than fourteen (14) running days’ definite
|
|
522
|
notice of expected date and port or place of redelivery.
|
|
523
|
Any changes thereafter in the Vessel’s position shall be
|
|
524
|
notified immediately to the Owners.
|
|
525
|
The Charterers warrant that they will not permit the
|
|
526
|
Vessel to commence a voyage (including any preceding
|
|
527
|
ballast voyage) which cannot reasonably be expected
|
|
528
|
to be completed in time to allow redelivery of the Vessel
|
|
529
|
within the Charter Period. Notwithstanding the above,
|
|
530
|
should the Charterers fail to redeliver the Vessel within
|
|
531
|
the Charter Period, the Charterers shall pay the daily
|
|
532
|
equivalent to the rate of hire stated in Box 22 (USD 6,940.64) plus 10 per cent. or to the market rate, whichever is the higher,
|
|
PART II
BARECON 2001 Standard Bareboat Charter
|
|
533
|
|
534
|
for the number of days by which the Charter Period is
|
|
535
|
exceeded. All other terms, conditions and provisions of
|
|
536
|
this Charter shall continue to apply.
|
|
537
|
Subject to the provisions of Clause 10, the Vessel shall
|
|
538
|
be redelivered to the Owners in the same
|
|
539
|
condition and class as that in which she
|
|
540
|
was delivered, fair wear and tear not affecting class
|
|
541
|
excepted.
|
|
542
|
The Vessel upon redelivery shall have her survey cycles
|
|
543
|
up to date and trading and class certificates valid for at
|
|
544
|
least the number of months agreed in Box 17.
This Clause shall not apply if the Charterers exercise their purchase option set out in clause 40, in which event, a Protocol of Delivery and Acceptance and a Bill of Sale will be signed. |
|
545
|
16. Non-Lien
|
|
546
|
The Charterers will not suffer, nor permit to be continued,
|
|
547
|
any lien or encumbrance incurred by them or their
|
|
548
|
agents, which might have priority over the title and
|
|
549
|
interest of the Owners in the Vessel.
|
|
550
|
|
551
|
|
552
|
|
553
|
|
554
|
|
555
|
|
556
|
|
557
|
|
558
|
17. Indemnity
|
|
559
|
(a) The Charterers shall indemnify the Owners against
|
|
560
|
any loss, damage or expense incurred by the Owners
|
|
561
|
arising out of or in relation to the operation of the Vessel
|
|
562
|
by the Charterers, and against any lien of whatsoever
|
|
563
|
nature arising out of an event occurring during the
|
|
564
|
Charter Period. If the Vessel be arrested or otherwise
|
|
565
|
detained by reason of claims or liens arising out of her
|
|
566
|
operation hereunder by the Charterers, the Charterers
|
|
567
|
shall at their own expense take all reasonable steps to
|
|
568
|
secure that within a reasonable time the Vessel is
|
|
569
|
released, including the provision of bail.
|
|
570
|
Without prejudice to the generality of the foregoing, the
|
|
571
|
Charterers agree to indemnify the Owners against all
|
|
572
|
consequences or liabilities arising from the Master,
|
|
573
|
officers or agents signing Bills of Lading or other
|
|
574
|
documents.
|
|
575
|
(b) If the Vessel be arrested or otherwise detained by
|
|
576
|
reason of a claim or claims against the Owners, the
|
|
577
|
Owners shall at their own expense take all necessary
|
|
578
|
steps to secure that, within a reasonable time, the Vessel
|
|
579
|
is released, including the provision of bail.
|
|
580
|
In such circumstances the Owners shall indemnify the
|
|
581
|
Charterers against any loss, damage or expense
|
|
582
|
incurred by the Charterers (including hire paid under
|
|
583
|
this Charter) as a direct consequence of such arrest or
|
|
584
|
detention.
|
|
585
|
18. Lien
|
|
586
|
The Owners to have a lien upon all cargoes, sub-hires
|
|
587
|
and sub-freights belonging or due to the Charterers or
|
|
588
|
any sub-charterers and any Bill of Lading freight for all
|
|
589
|
claims under this Charter, and the Charterers to have a
|
|
590
|
lien on the Vessel for all moneys paid in advance and
|
|
591
|
not earned.
|
|
592
|
19. Salvage
|
|
593
|
All salvage and towage performed by the Vessel shall
|
|
594
|
be for the Charterers’ benefit and the cost of repairing
|
|
595
|
damage occasioned thereby shall be borne by the
|
|
596
|
Charterers.
|
|
597
|
20. Wreck Removal
|
|
598
|
In the event of the Vessel becoming a wreck or
|
|
599
|
obstruction to navigation the Charterers shall indemnify
|
|
600
|
the Owners against any sums whatsoever which the
|
|
601
|
Owners shall become liable to pay and shall pay in
|
|
602
|
consequence of the Vessel becoming a wreck or
|
|
603
|
obstruction to navigation.
|
|
604
|
21. General Average
|
|
605
|
The Owners shall not contribute to General Average.
|
|
606
|
22. Assignment, Sub-Charter and Sale see also clause 38
|
|
607
|
(a) The Charterers shall not assign this Charter nor
|
|
608
|
sub-charter the Vessel on a bareboat basis (internal bareboat charters excluded) except with
|
|
609
|
the prior consent in writing of the Owners, which shall
|
|
610
|
not be unreasonably withheld or delayed, and subject to such terms
|
|
611
|
and conditions as the Owners shall approve.
|
|
612
|
(b) see clauses 39 and 40
|
|
617
|
23. Contracts of Carriage
|
|
618
|
*) (a) The Charterers are to procure that all documents
|
|
619
|
issued during the Charter Period evidencing the terms
|
|
620
|
and conditions agreed in respect of carriage of goods
|
|
621
|
shall contain a paramount clause incorporating any
|
|
622
|
legislation relating to carrier’s liability for cargo
|
|
623
|
compulsorily applicable in the trade; if no such legislation
|
|
624
|
exists, the documents shall incorporate the Hague Rules or Hague-Visby
|
|
625
|
Rules. The documents shall also contain the New Jason
|
|
626
|
Clause and the Both-to-Blame Collision Clause.
|
|
638
|
24. Bank Guarantee
|
|
645
|
25. Requisition/Acquisition
|
|
646
|
(a) In the event of the Requisition for Hire of the Vessel
|
|
647
|
by any governmental or other competent authority
|
|
648
|
(hereinafter referred to as “Requisition for Hire”)
|
|
649
|
irrespective of the date during the Charter Period when
|
|
650
|
“Requisition for Hire” may occur and irrespective of the
|
|
651
|
length thereof and whether or not it be for an indefinite
|
|
PART II
BARECON 2001 Standard Bareboat Charter
|
|
652
|
or a limited period of time, and irrespective of whether it
|
|
653
|
may or will remain in force for the remainder of the
|
|
654
|
Charter Period, this Charter shall not be deemed thereby
|
|
655
|
or thereupon to be frustrated or otherwise terminated
|
|
656
|
and the Charterers shall continue to pay the stipulated
|
|
657
|
hire in the manner provided by this Charter until the time
|
|
658
|
when the Charter would have terminated pursuant to
|
|
659
|
any of the provisions hereof always provided however
|
|
660
|
that in the event of “Requisition for Hire” any Requisition
|
|
661
|
Hire or compensation received or receivable by the
|
|
662
|
Owners shall be payable to the Charterers during the
|
|
663
|
remainder of the Charter Period or the period of the
|
|
664
|
“Requisition for Hire” whichever be the shorter.
|
|
665
|
(b) In the event of the Owners being deprived of their
|
|
666
|
ownership in the Vessel by any Compulsory Acquisition
|
|
667
|
of the Vessel or requisition for title by any governmental
|
|
668
|
or other competent authority (hereinafter referred to as
|
|
669
|
“Compulsory Acquisition”), then, irrespective of the date
|
|
670
|
during the Charter Period when “Compulsory Acqui-
|
|
671
|
sition” may occur, this Charter shall be deemed
|
|
672
|
terminated as of the date of such “Compulsory
|
|
673
|
Acquisition”. In such event Charter Hire to be considered
|
|
674
|
as earned and to be paid up to the date and time of
|
|
675
|
such “Compulsory Acquisition”.
|
|
676
|
26. War
|
|
677
|
(a) For the purpose of this Clause, the words “War
|
|
678
|
Risks” shall include any war (whether actual or
|
|
679
|
threatened), act of war, civil war, hostilities, revolution,
|
|
680
|
rebellion, civil commotion, warlike operations, the laying
|
|
681
|
of mines (whether actual or reported), acts of piracy,
|
|
682
|
acts of terrorists, acts of hostility or malicious damage,
|
|
683
|
blockades (whether imposed against all vessels or
|
|
684
|
imposed selectively against vessels of certain flags or
|
|
685
|
ownership, or against certain cargoes or crews or
|
|
686
|
otherwise howsoever), by any person, body, terrorist or
|
|
687
|
political group, or the Government of any state
|
|
688
|
whatsoever, which may be dangerous or are likely to be
|
|
689
|
or to become dangerous to the Vessel, her cargo, crew
|
|
690
|
or other persons on board the Vessel.
|
|
703
|
(c) The Vessel shall not load contraband cargo, or to
|
|
704
|
pass through any blockade, whether such blockade be
|
|
705
|
imposed on all vessels, or is imposed selectively in any
|
|
706
|
way whatsoever against vessels of certain flags or
|
|
707
|
ownership, or against certain cargoes or crews or
|
|
708
|
otherwise howsoever, or to proceed to an area where
|
|
709
|
she shall be subject, or is likely to be subject to
|
|
710
|
a belligerent’s right of search and/or confiscation.
|
|
720
|
(e) The Charterers shall have the liberty:
|
|
721
|
(i) to comply with all orders, directions, recommend-
|
|
722
|
ations or advice as to departure, arrival, routes,
|
|
723
|
sailing in convoy, ports of call, stoppages,
|
|
724
|
destinations, discharge of cargo, delivery, or in any
|
|
725
|
other way whatsoever, which are given by the
|
|
726
|
Government of the Nation under whose flag the
|
|
727
|
Vessel sails, or any other Government, body or
|
|
728
|
group whatsoever acting with the power to compel
|
|
729
|
compliance with their orders or directions;
|
|
730
|
(ii) to comply with the orders, directions or recom-
|
|
731
|
mendations of any war risks underwriters who have
|
|
732
|
the authority to give the same under the terms of
|
|
733
|
the war risks insurance;
|
|
734
|
(iii) to comply with the terms of any resolution of the
|
|
735
|
Security Council of the United Nations, any
|
|
736
|
directives of the European Community, the effective
|
|
737
|
orders of any other Supranational body which has
|
|
738
|
the right to issue and give the same, and with
|
|
739
|
national laws aimed at enforcing the same to which
|
|
740
|
the Owners are subject, and to obey the orders
|
|
741
|
and directions of those who are charged with their
|
|
742
|
enforcement.
|
|
762
|
27. Commission
|
|
776
|
28. Termination
|
|
777
|
(a) Charterers’ Default
|
|
778
|
The Owners shall be entitled to withdraw the Vessel from
|
|
PART II
BARECON 2001 Standard Bareboat Charter
|
|
779
|
the service of the Charterers and terminate the Charter
|
|
780
|
with immediate effect by written notice to the Charterers if:
|
|
781
|
(i) the Charterers fail to pay hire in accordance with
|
|
782
|
Clause 11. However, where there is a failure to
|
|
783
|
make punctual payment of hire due to oversight,
|
|
784
|
negligence, errors or omissions on the part of the
|
|
785
|
Charterers or their bankers, the Owners shall give
|
|
786
|
the Charterers written notice of the number of clear
|
|
787
|
Banking days stated in Box 34 (as recognised at
|
|
788
|
the agreed place of payment) in which to rectify
|
|
789
|
the failure, and when so rectified within such
|
|
790
|
number of days following the Owners’ notice, the
|
|
791
|
payment shall stand as regular and punctual.
|
|
792
|
Failure by the Charterers to pay hire within the
|
|
793
|
number of days stated in Box 34 of their receiving
|
|
794
|
the Owners’ notice as provided herein, shall entitle
|
|
795
|
the Owners to withdraw the Vessel from the service
|
|
796
|
of the Charterers and terminate the Charter without
|
|
797
|
further notice;
|
|
798
|
(ii) the Charterers fail to comply with the requirements of:
|
|
799
|
(1) Clause 6 (Trading Restrictions)
|
|
800
|
(2) Clause 13(a) (Insurance and Repairs)
|
|
801
|
provided that the Owners may, by
|
|
802
|
written notice to the Charterers, give the
|
|
803
|
Charterers a specified number of days grace within
|
|
804
|
which to rectify the failure without prejudice to the
|
|
805
|
Owners’ right to withdraw and terminate under this
|
|
806
|
Clause if the Charterers fail to comply with such
|
|
807
|
notice;
|
|
808
|
(iii) the Charterers fail to rectify any failure to comply
|
|
809
|
with the requirements of sub-clause 10(a)(i)
|
|
810
|
(Maintenance and Repairs) within a reasonable time
|
|
811
|
after the Owners have requested them in
|
|
812
|
writing so to do and in any event so that the Vessel’s
|
|
813
|
insurance cover is not prejudiced.
|
|
814
|
(iv) In the event of a termination as aforesaid, the Charterers shall be entitled to exercise its Purchase Option set out in Clause 40 within 30 days from receipt of Owners’ written notice of
termination. If such Purchase Option is exercised within the due date, this Charter Party shall continue in full force and effect until the successful completion of the sale of the Vessel pursuant to the Purchase Option at which point
in time any default (except for any outstanding payment following a default under clause 28(a)(i)) shall be deemed cured with no further rights or obligations between the parties.
|
|
815
|
(b) Owners’ Default
|
|
816
|
If the Owners shall by any act or omission be in breach
|
|
817
|
of their obligations under this Charter to the extent that
|
|
818
|
the Charterers are deprived of the use of the Vessel
|
|
819
|
and such breach continues for a period of fourteen (14)
|
|
820
|
running days after written notice thereof has been given
|
|
821
|
by the Charterers to the Owners, the Charterers shall
|
|
822
|
be entitled to terminate this Charter with immediate effect
|
|
823
|
by written notice to the Owners.
|
|
824
|
(c) Loss of Vessel See clause 41
|
|
836
|
(d) Either party shall be entitled to terminate this
|
|
837
|
Charter with immediate effect by written notice to the
|
|
838
|
other party and its Guarantor in the event of an order being made or
|
|
839
|
resolution passed for the winding up, dissolution,
|
|
840
|
liquidation or bankruptcy of the other party (otherwise
|
|
841
|
than for the purpose of reconstruction or amalgamation)
|
|
842
|
or if a receiver is appointed, or if it suspends payment,
|
|
843
|
ceases to carry on business or makes any special
|
|
844
|
arrangement or composition with its creditors.
|
|
845
|
(e) The termination of this Charter shall be without
|
|
846
|
prejudice to all rights accrued due between the parties
|
|
847
|
prior to the date of termination and to any claim that
|
|
848
|
either party might have.
|
|
849
|
29. Repossession
|
|
850
|
In the event of the termination of this Charter in
|
|
851
|
accordance with the applicable provisions of Clause 28,
|
|
852
|
the Owners shall have the right to repossess the Vessel
|
|
853
|
from the Charterers at her current or next port of call, or
|
|
854
|
at a port or place convenient to them without hindrance
|
|
855
|
or interference by the Charterers, courts or local
|
|
856
|
authorities. Pending physical repossession of the Vessel
|
|
857
|
in accordance with this Clause 29, the Charterers shall
|
|
858
|
hold the Vessel as gratuitous bailee only to the Owners.
|
|
859
|
The Owners shall arrange for an authorised represent-
|
|
860
|
ative to board the Vessel as soon as reasonably
|
|
861
|
practicable following the termination of the Charter. The
|
|
862
|
Vessel shall be deemed to be repossessed by the
|
|
863
|
Owners from the Charterers upon the boarding of the
|
|
864
|
Vessel by the Owners’ representative. All arrangements
|
|
865
|
and expenses relating to the settling of wages,
|
|
866
|
disembarkation and repatriation of the Charterers’
|
|
867
|
Master, officers and crew shall be the sole responsibility
|
|
868
|
of the Charterers.
|
|
869
|
30. Dispute Resolution
|
|
870
|
*) (a) This Contract shall be governed by and construed
|
|
871
|
in accordance with English law and any dispute arising
|
|
872
|
out of or in connection with this Contract shall be referred
|
|
873
|
to arbitration in London in accordance with the Arbitration
|
|
874
|
Act 1996 or any statutory modification or re-enactment
|
|
875
|
thereof save to the extent necessary to give effect to
|
|
876
|
the provisions of this Clause.
|
|
877
|
The arbitration shall be conducted in accordance with
|
|
878
|
the London Maritime Arbitrators Association (LMAA)
|
|
879
|
Terms current at the time when the arbitration proceed-
|
|
880
|
ings are commenced.
|
|
881
|
The reference shall be to three arbitrators. A party
|
|
882
|
wishing to refer a dispute to arbitration shall appoint its
|
|
883
|
arbitrator and send notice of such appointment in writing
|
|
884
|
to the other party requiring the other party to appoint its
|
|
885
|
own arbitrator within 14 calendar days of that notice and
|
|
886
|
stating that it will appoint its arbitrator as sole arbitrator
|
|
887
|
unless the other party appoints its own arbitrator and
|
|
888
|
gives notice that it has done so within the 14 days
|
|
889
|
specified. If the other party does not appoint its own
|
|
890
|
arbitrator and give notice that it has done so within the
|
|
891
|
14 days specified, the party referring a dispute to
|
|
892
|
arbitration may, without the requirement of any further
|
|
893
|
prior notice to the other party, appoint its arbitrator as
|
|
894
|
sole arbitrator and shall advise the other party
|
|
895
|
accordingly. The award of a sole arbitrator shall be
|
|
896
|
binding on both parties as if he had been appointed by
|
|
|
|
PART II
BARECON 2001 Standard Bareboat Charter
|
|
897
|
agreement.
|
|
898
|
Nothing herein shall prevent the parties agreeing in
|
|
899
|
writing to vary these provisions to provide for the
|
|
900
|
appointment of a sole arbitrator.
|
|
901
|
In cases where neither the claim nor any counterclaim
|
|
902
|
exceeds the sum of US$100,000 (or such other sum as
|
|
903
|
the parties may agree) the arbitration shall be conducted
|
|
904
|
in accordance with the LMAA Small Claims Procedure
|
|
905
|
current at the time when the arbitration proceedings are
|
|
906
|
commenced.
|
|
931
|
(d) Notwithstanding (a), (b) or (c) above, the parties
|
|
932
|
may agree at any time to refer to mediation any
|
|
933
|
difference and/or dispute arising out of or in connection
|
|
934
|
with this Contract.
|
|
935
|
In the case of a dispute in respect of which arbitration
|
|
936
|
has been commenced under (a), (b) or (c) above, the
|
|
937
|
following shall apply:-
|
|
938
|
(i) Either party may at any time and from time to time
|
|
939
|
elect to refer the dispute or part of the dispute to
|
|
940
|
mediation by service on the other party of a written
|
|
941
|
notice (the “Mediation Notice”) calling on the other
|
|
942
|
party to agree to mediation.
|
|
943
|
(ii) The other party shall thereupon within 14 calendar
|
|
944
|
days of receipt of the Mediation Notice confirm that
|
|
945
|
they agree to mediation, in which case the parties
|
|
946
|
shall thereafter agree a mediator within a further
|
|
947
|
14 calendar days, failing which on the application
|
|
948
|
of either party a mediator will be appointed promptly
|
|
949
|
by the Arbitration Tribunal (“the Tribunal”) or such
|
|
950
|
person as the Tribunal may designate for that
|
|
951
|
purpose. The mediation shall be conducted in such
|
|
952
|
place and in accordance with such procedure and
|
|
953
|
on such terms as the parties may agree or, in the
|
|
954
|
event of disagreement, as may be set by the
|
|
955
|
mediator.
|
|
956
|
(iii) If the other party does not agree to mediate, that
|
|
957
|
fact may be brought to the attention of the Tribunal
|
|
958
|
and may be taken into account by the Tribunal when
|
|
959
|
allocating the costs of the arbitration as between
|
|
960
|
the parties.
|
|
961
|
(iv) The mediation shall not affect the right of either
|
|
962
|
party to seek such relief or take such steps as it
|
|
963
|
considers necessary to protect its interest.
|
|
964
|
(v) Either party may advise the Tribunal that they have
|
|
965
|
agreed to mediation. The arbitration procedure shall
|
|
966
|
continue during the conduct of the mediation but
|
|
967
|
the Tribunal may take the mediation timetable into
|
|
968
|
account when setting the timetable for steps in the
|
|
969
|
arbitration.
|
|
970
|
(vi) Unless otherwise agreed or specified in the
|
|
971
|
mediation terms, each party shall bear its own costs
|
|
972
|
incurred in the mediation and the parties shall share
|
|
973
|
equally the mediator’s costs and expenses.
|
|
974
|
(vii) The mediation process shall be without prejudice
|
|
975
|
and confidential and no information or documents
|
|
976
|
disclosed during it shall be revealed to the Tribunal
|
|
977
|
except to the extent that they are disclosable under
|
|
978
|
the law and procedure governing the arbitration.
|
|
979
|
(Note: The parties should be aware that the mediation
|
|
980
|
process may not necessarily interrupt time limits.)
|
|
986
|
31. Notices
|
|
987
|
(a) Any notice to be given by either party to the other
|
|
988
|
party shall be in writing and may be sent by e-mail,
|
|
989
|
registered or recorded mail or by personal service.
|
|
990
|
(b) The address of the Parties for service of such
|
|
991
|
communication shall be as stated in Boxes 3 and 4
|
|
992
|
respectively.
|
|
PART II
BARECON 2001 Standard Bareboat Charter
|
PART III
PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY
(Optional, only to apply if expressly agreed and stated in Box 37)
PART V
PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A
BAREBOAT CHARTER REGISTRY
| |
PART IV
HIRE/PURCHASE AGREEMENR(Optional, only to apply if expressly agreed and stated in Box 43)
|
1
|
1. Definitions
|
|
2
|
For the purpose of this PART V, the following terms shall
|
|
3
|
have the meanings hereby assigned to them:
|
|
4
|
“The Bareboat Charter Registry” shall mean the registry
|
|
5
|
of the State whose flag the Vessel will fly and in which
|
|
6
|
the Charterers are registered as the bareboat charterers
|
|
7
|
during the period of the Bareboat Charter.
|
|
8
|
“The Underlying Registry” shall mean the registry of the
|
|
9
|
state in which the Owners of the Vessel are registered
|
|
10
|
as Owners and to which jurisdiction and control of the
|
|
11
|
Vessel will revert upon termination of the Bareboat
|
|
12
|
Charter Registration.
|
|
13
|
2. Mortgage
|
|
14
|
The Vessel chartered under this Charter is financed by
|
|
15
|
a mortgage and the provisions of Clause 12(b) (Part II)
|
|
16
|
shall apply.
|
|
17
|
3. Termination of Charter by Default
|
|
18
|
In the event of the Vessel being deleted from the
|
|
19
|
Bareboat Charter Registry as stated in Box 44, due to a
|
|
20
|
default by the Owners in the payment of any amounts
|
|
21
|
due under the mortgage(s), the Charterers shall have
|
|
22
|
the right to terminate this Charter forthwith and without
|
|
23
|
prejudice to any other claim they may have against the
|
|
24
|
Owners under this Charter.
|
|
|
Rider Clauses 32 to 47
to be deemed incorporated to the
Bareboat Charter Party
Dated 24th April 2023
(the “Charter”) Between
Lord Ocean Navigation Co. (guaranteed by Seanergy Maritime Holdings Corp.) as Charterers
and Village Seven Co., Ltd. and V7 Fune Inc. as Owners
in respect of the vessel
MV “Lordship”
|
32.
|
Additional Definitions
|
In this Charter, unless the context otherwise requires, the following expressions shall have the following meanings:
“Additional Clauses” means these additional clauses 32 to 47 to the Barecon 2001 bareboat charter dated 24th April 2023.
“Charter” means the Barecon 2001 bareboat charter dated XX April 2023 and these Additional Clauses.
“Charterers’ Guarantor” means Seanergy Maritime Holdings Corp.
“Charter Hire” means the charter hire as per Box 22, Clause 11 and Clause 44.
“Classification Society” means classification society of the Vessel as indicated in Box 10 or such other classification society elected in accordance with Clause 10.
“Delivery Date” has the meaning given to it in Clause 33.
“Loan Outstanding” has the meaning given to it in Clause 44.
“MOA” means the memorandum of agreement in respect of the Vessel of even date herewith entered into between the Charterers (as sellers) and the Owners (as buyers) (as the
same may be amended, supplemented or varied from time to time).
“Mortgagee” means Sumitomo Mitsui Banking Corporation (SMBC), in its capacity as registered holder of a first priority mortgage on the Vessel or any replacement holder of
a first priority mortgage on the Vessel.
“Owners” means collectively Village Seven Co., Ltd. and V7 Fune Inc.
“Purchase Option” means Charterers’ option to purchase the Vessel as further described in Clause 40.
“Purchase Option Price” means the price payable by the Charterers to the Owners for the purchase of the Vessel in accordance with Clause 40.
“Quotation Day” means, in relation to any period for which 3 Month TERM CME SOFR is to be determined, five (5) US Government Securities Business Days before the first
day of that period. The first Quotation Day will be five (5) US Government Securities Business Days before the Delivery Date.
“Total Loss” has the meaning given to it in Clause 41.
|
33.
|
Delivery |
The Charterers shall take delivery of the Vessel under this Charter simultaneously with delivery by the Charterers as sellers to the Owners as buyers under the MOA, and the Owners shall be obliged to deliver
the Vessel to the Charterers hereunder in the same moment as the Owners is taking delivery of the Vessel under the MOA (such date to be referred to as the “Delivery Date”) without any settlement for
any remaining bunkers and unused lubricating oils including hydraulic oils and greases, unbroached provisions, paints, ropes and other consumable stores which are excluded from the sale and taken over by the Charterers from the Sellers
directly.
In the event that the Vessel is not delivered under the MOA for whatever reason, this Charter shall automatically terminate.
|
34.
|
Conditions for delivery
|
Prior to delivery of the Vessel under this Charter, the parties shall exchange the following documents:
|
(a)
|
one (1) copy of a Certificate of Incumbency or equivalent issued not more than five (5) Banking Days before the date of delivery of the Vessel, stating all Directors and that the subject company is in
good standing;
|
|
(b)
|
certified copies of the corporate resolutions of the Owners and the Charterers approving the contents of and the entering into of the Charter;
|
|
(c)
|
one (1) copy of a notarised or legalized and apostilled Power of Attorney granted by the Owners and the Charterers with respect to the representative(s) at closing and the persons signing this Charter and the MOA, with the
originals to be exchanged within five (5) Banking Days from the date of delivery of the Vessel; and
|
|
(d)
|
such other documents as each of the Owners and Charterers may reasonably require.
|
|
35.
|
Vessel’s condition on delivery
|
The Vessel shall be delivered under this Charter in the same condition and with the same equipment, inventory and spare parts as she is delivered to the Owners under the MOA. The Charterers
know the Vessel’s condition at the time of delivery, and expressly agree that the Vessel’s condition as delivered under the MOA is acceptable and in accordance with the provisions of this Charter. The Vessel shall be
delivered to the Charterers under the Charter strictly “as is/where is”, and the Charterers shall have no claim against the Owners under this Charter or otherwise as a result of the Vessel’s physical condition.
|
36.
|
Inspection on re-delivery of the Vessel (see also clause 7)
|
In connection with the redelivery of the Vessel under the Charter, the Vessel shall not be dry-docked unless required by the Classification Society.
In lieu of dry-docking, Owners shall have the right to appoint a diver acceptable to the Classification Society to undertake an underwater inspection at a convenient port after giving
reasonable notice and with due consultation between Owners and Charterers. Such divers’ inspection shall be carried out at Owners’ expense and without interference to the Vessel’s trading and normal operation.
Should such underwater inspection reveal damages that affect the class of the Vessel whereby such damage repairs cannot be made to the Vessel without dry-docking and the Classification
Society will not grant an extension, then Vessel is to be dry-docked as soon as possible by Charterers to repair such damages to the Classification Society’s satisfaction at Charterers’ time and expense.
If in the opinion of the Classification Society the damages do not necessitate immediate dry-docking, then the Classification Society shall issue a certificate showing the extent and place
of damage and Charterers shall repair same to the satisfaction of the Classification Society at next dry-docking, provided that such dry-docking is within the Charter Period. If the next Classification Society dry- docking is after the
re-delivery of the Vessel under this Charter, the Charterers shall in their option (i) repair such damages before redelivery of the Vessel hereunder or (ii) provide the Owners with an agreed lump sum, (the Charterers and the Owners shall
each select a reputable shipyard in the redelivery range and obtain from such shipyard a quotation for the cost of repairs of the damage. The estimated cost of repairs shall be defined as the average of the two quotations obtained from the
two shipyards), a first class bank guarantee or sum a cash deposit to be provided, in the Charterers’ option, covering the expected costs of such repairs.
This Clause 36 shall not apply if the Charterers exercise their purchase option as set out in Clause 40.
The Vessel with everything belonging to her shall be at the Charterers’ risk and expense until she is delivered to the Owners, but subject to the terms and conditions of this Charter she
shall be re- delivered and taken over as she was at the time of joint surveys in accordance with clause 7 in this Charter, fair wear and tear excepted.
|
37.
|
Familiarisation
|
The Owners shall have a right to place two representatives on board the Vessel for familiarisation purposes twenty-one (21) days prior to the redelivery of the Vessel to Owners under this
Charter. These representatives shall sign the Charterers’ usual indemnity form. Charterers shall cooperate with Owners’ representatives for their reasonable comments, requests and questions which they may have for familiarisation purpose.
This Clause 37 shall not apply if the Charterers exercise their purchase option as set out in Clause 40.
|
38.
|
Owners’ Assignment, Performance Guarantee and Quiet Enjoyment Letter
|
The Owners warrant that its purpose and business will be the acquisition and bareboat chartering out of the Vessel as contemplated in this Charter and the MOA attached as Appendix A.
The Owners shall have the right to assign to any and all mortgagees of the Vessel who are banks financing the Vessel any and all of the rights, benefits and interest of the Owners in and to
this Charter, including but not limited to assignments of earnings and assignment of this Charter and Vessel’s insurance subject to Clause 41.
The Charterers are entitled to receive a quiet enjoyment letter from the financiers of the Owners, in customary form for these transactions, and the Owners shall also agree to issue a quiet
enjoyment letter from the Owners to its customers if so requested by the Charterer’s customer. Such quiet enjoyment letters to be on terms acceptable to the Charterers.
The Owners hereby undertake to the Charterers throughout the term of this Charter that, as long as no Charterers’ Default has occurred and is continuing, the Owners shall not disturb or
interfere in any way whatsoever with the quiet and peaceful use, enjoyment, possession and employment of the Vessel by the Charterers.
The performance of the Charterers hereunder shall be guaranteed by the Charterers’ Guarantor. The guarantee shall be in the format attached hereto as Appendix B.
|
39.
|
Transfer of the Vessel
|
|
(a)
|
Any change of ownership of the Vessel or of the ownership of the Owners during the Charter Period shall require the Charterers’ prior written approval which Charterers shall be at full discretion
whether to grant or decline.
|
|
(b)
|
The Owners undertake that V7 Fune Inc. shall remain a wholly owned subsidiary of Village Seven Co., Ltd. during the term of this Charter. A change of control in V7 Fune Inc. shall be deemed as
owners’ default under Clause 28 of this Charter.
|
|
(c)
|
Each of the Owners and Charterers shall during the Charter Period be entitled to assign their rights and obligations to any of their affiliates under the Charter subject to the prior written consent
of the other Party, which shall not be unreasonably withheld, and in such case the guarantees granted hereunder shall continue to remain in full force and effect irrespective of the said assignment(s) under the Charter. Each Party
shall bear their own costs related to the above assignments.
|
|
40.
|
Charterers’ Purchase Option
|
Charterers may purchase the Vessel at any time during the Charter (the “Purchase Option”), starting from the 2nd anniversary of the Delivery Date, or
in case of a default hereunder by the Owners, at any time during the Charter at a price (the “Purchase Option Price”) calculated as follows:
The Purchase Option Price = [A – [ (A-B) / 365 x C]]*1.03
Where:
|
A:
|
the Loan Outstanding at the end of the year preceding the year in which the Vessel is delivered (i.e. Loan Outstanding in month 24, 36, 48 or 53 as the case may be). If the Vessel is delivered at an
exact anniversary of the Delivery Date, “A” in the formula above shall be the same as “B” i.e. Loan Outstanding at the date on which the Vessel is delivered;
|
|
B:
|
the Loan Outstanding at the end of the year in which the Vessel is delivered (i.e. in month 24, 36, 48, or 53 as the case may be); and
|
|
C:
|
the actual number of days from the beginning of the year in which the Vessel was delivered to (and including) the actual delivery date of the Vessel under the Purchase Option.
|
Notwithstanding the following paragraph, the Purchase Option Price at the end of the period of this Charter shall be USD7,811,111.00.
Charterers obligation to pay Charter Hire shall cease to apply from the actual delivery date of the Vessel under Purchase Option.
The Charterers must give a minimum of 90 (ninety) days’ written notice of their intention to buy the Vessel, subject to the options being exercised in the months from August to March,
otherwise the Charterers must give a minimum of 120 (one hundred twenty) days’ written notice of their intention to buy the vessel (in April to July). The Purchase Option Price shall be paid to the Owners upon delivery of the Vessel as per
Clause 3 of the MOA attached hereto as Appendix A. The Vessel shall be delivered as soon as possible after expiry of the 90 (ninety) or 120 (one hundred twenty) days’ notice and Owners undertake to render the necessary assistance in order
to achieve this. Once the Purchase Option has been exercised by Charterers, they may not withdraw same.
The Charterers shall accept the Vessel on an “AS IS, WHERE IS” basis and the Owners shall, take such steps to obtain and furnish such documents and take such other actions as the Charterers
may reasonably request in order to facilitate the sale and re-registration of the Vessel under such flag as the Charterers may designate.
With respect to such sale, the Owners warrant that the Vessel at such sale shall be free of any encumbrances, debts, mortgages and maritime liens whatsoever and that the Owners have not
committed any act or omission which would impair title to the Vessel and Owners hereby agree to indemnify and hold harmless Charterers in respect of any and all damages, costs and expenses whatsoever resulting from any breach of such
warranty.
The terms and conditions of the form of the MOA attached hereto as Appendix A shall govern the purchase of the Vessel as set out in this Clause 40.
Upon completion of such purchase of the Vessel as set out in this Clause 40, the Charter and all further rights and obligations of the parties hereunder (except for indemnities and other
obligations that by their nature should survive the termination of this Charter) shall terminate.
|
41.
|
Insurance
|
|
(a)
|
For the purposes of this Charter, the term “Total Loss” shall mean any actual or constructive or compromised or agreed or arranged total loss of the Vessel including any such
total loss as may arise during a requisition for hire.
|
|
(b)
|
The Charterers undertake with the Owners that throughout the Charter Period:-
|
|
(i)
|
without prejudice to their obligations under Clause 13 hereof, they will keep the Vessel insured on the basis of the Institute of London Underwriters “Institute Time Clause-Hull” and “Institute War
and Strikes Clauses” as amended or similar, as the Charterers shall choose with such insurers (including P&I Clubs and war risks Associations) as the Charterers shall choose, provided that all insurances are issued with
reputable insurers and that any P&I association which is a member of the International Group of P&I Clubs and the current H&M terms and underwriters shall be deemed to be pre-approved (it being agreed and understood by
the Charterers that there shall be no element of self-insurance or insurance through captive insurance companies without the prior written consent of the Owners);
|
|
(ii)
|
the policies in respect of the insurances against fire and usual marine risks and the policies or entries in respect of the insurances against war risks shall, in each case, be
endorsed to the effect that payment of a claim for a Total Loss will be made to the Owners (or the Mortgagees as assignees thereof) (who shall upon the receipt thereof apply the same in the manner described in Clause 41(e) hereof);
|
|
(iii)
|
the Charterers shall procure that duplicates or copies of all cover notes, policies and certificates of entry shall be furnished to the Owners for their custody, upon request;
|
|
(iv)
|
the Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall:
|
|
(A)
|
furnish the Owners and Mortgagee with a letter or letter of undertaking in such form as may from time to time be reasonably required by the Owners, and
|
|
(B)
|
supply to the Owners such information in relation to the insurances effected, or to be effected, with them as the Owners may from time to time reasonably require; and
|
|
(v)
|
the Charterers shall procure that the policies, entries or other instruments evidencing the insurances are endorsed to the effect that the insurers shall give to the Owners not less than five
(5) days prior written notification of any amendment, suspension, cancellation or termination of the insurances, unless subject to any automatic termination/cancellation of cover provisions in the relevant insurances, in which
event, if such insurances are automatically terminated/cancelled, Owners shall be advised promptly and Charterers shall immediately procure re-instatement or replacement insurances of those terminated/cancelled insurances.
|
|
(c)
|
Notwithstanding anything to the contrary contained in Clauses 13 and 41 (b) hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks
on hull and machinery basis for not less than one hundred and ten per cent (110%) of the Loan Outstanding or the Purchase Option Prices, whichever is higher (hereinafter referred to as the “Minimum Insured Value”).
|
The Owners may request the Charterers to increase the insurance value above the Minimum Insured Value, however, any additional insurance costs related thereby shall be for the Owners’ account.
|
(d)
|
If the Vessel becomes a Total Loss or becomes subject to Compulsory Acquisition the chartering of the Vessel to the Charterers hereunder shall cease and the Charterers shall:-
|
|
(i)
|
immediately pay to the Owners all hire, and any other amounts, which have fallen due for payment under this Charter and have not been paid as at up to the date on which the Total Loss or Compulsory
Acquisition occurred as described below (the “Date of Loss”) and shall cease to be under any liability to pay any further hire. All hire and any other amounts prepaid by the Charterers relating to the period after the Date of Loss
shall be forthwith refunded by the Owners and any hire paid in advance to be adjusted/reimbursed.
|
|
(ii)
|
For the purpose of ascertaining the Date of Loss:-
|
|
(A)
|
an actual total loss of the Vessel shall be deemed to have occurred on the actual date the Vessel was lost but in the event of the date of the loss being unknown the actual total
loss shall be deemed to have occurred on the date on which it is acknowledged by the insurers to have occurred;
|
|
(B)
|
a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred on the date that notice claiming such a total loss of the Vessel is
given to the insurers, or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or the date and time adjudged by a competent court of law or arbitration
tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Charterers shall be entitled to give notice claiming a constructive total loss but
prior to the giving of such notice there shall be consultation between the Charterers and the Owners and the party proposing to give such notice shall be supplied with all such information as such party may request; Each of the
Owners and the Charterers, upon the request of the other, shall promptly execute such documents as may be required to enable the other to abandon the Vessel and claim a constructive total loss and shall give all possible assistance
in pursuing the said claim; and
|
|
(C)
|
Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 25(b) hereof.
|
|
(e)
|
All moneys payable under the insurance effected by the Charterers pursuant to Clauses 13 and 41, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel
shall be received in full by the Owners (or the Mortgagees as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagees):
|
FIRSTLY, in payment of all the Owners’ or the Charterers’ costs incidental to the collection thereof,
SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the Purchase Option Price as per the provisions in
clause 40 immediately above, for the year in which the Date of Loss occurs and which shall be calculated pro rata per diem (and determined on the same principles should a Date of Loss occur prior to the Purchase Option being applicable),
THIRDLY, in payment of any surplus to the Charterers by way of compensation for early termination.
|
(f)
|
In respect of partial losses, any payment by insurance underwriters not exceeding USD7500,000.00 shall be paid directly to the Charterers who shall apply the same to effect the repairs in
respect of which payment is made. Any moneys in excess of USD 750,000.00 payable under such insurance other than Total Loss shall be paid to the Charterers subject to the prior written consent of the Owners or the Owners’
bank but such consent shall not be unreasonably withheld or delayed. In the absence of such prior written consent the money shall be paid to the Owners or the Owners’ bank who shall apply the same for Charterers’ effect of the
repairs in respect of which payment is made.
|
|
(g)
|
The provisions of Clauses 13 and 41 hereof shall not apply in any way to the proceeds of any additional insurance cover effected by the Owners and/or the Charterers for their own account and benefit.
|
|
(h)
|
The Charterers shall promptly notify the Owners of:
|
|
(i)
|
any accident to the Vessel involving repairs the cost of which exceeds USD 750,000.00 or the equivalent in any other currencies; or
|
|
(ii)
|
any occurrence in consequence whereof the Vessel has become a Total Loss or Compulsory Acquisition.
|
|
42.
|
Inconsistency |
In case of any inconsistency between (i) the standard terms of this Charter and (ii) the Rider Clauses, the latter shall prevail.
|
43.
|
Registration Fees
|
Any and all documented fees and charges incurred by the Owners/Buyers in connection with registration or reregistration of the Vessel on delivery or re-delivery of the Vessel, including but
not limited to SMBC’s upfront fee, mortgage registration fees, escrow agent fees, if any, and discharge of mortgage fees at the end of the Charter, to be borne by the Charterers, with the aggregate amount to be limited to USD 100,000.00.
|
44.
|
Floating part of charter hire
|
In the charter hire structure set out in Box 22, the Floating part shall be calculated by Loan Outstanding in the table set out below times (3 Month TERM CME SOFR plus 3.00%) times number
of days during the upcoming month divided by 360 days.
3 Month TERM CME SOFR will be set on each applicable Quotation Day, will be updated on a quarterly basis and shall remain stable for three (3) consecutive charter hire payments. Should the
3 Month TERM CME SOFR rate fall below zero, a SOFR rate equal to zero to be applied.
|
Month
|
Loan Outstanding
|
Month
|
Loan Outstanding
|
|
0
|
19,000,000
|
27
|
13,300,000
|
|
1
|
18,788,889
|
28
|
13,088,889
|
|
2
|
18,577,778
|
29
|
12,877,778
|
|
3
|
18,366,667
|
30
|
12,666,667
|
|
4
|
18,155,556
|
31
|
12,455,556
|
|
5
|
17,944,444
|
32
|
12,244,444
|
|
6
|
17,733,333
|
33
|
12,033,333
|
|
7
|
17,522,222
|
34
|
11,822,222
|
|
8
|
17,311,111
|
35
|
11,611,111
|
|
9
|
17,100,000
|
36
|
11,400,000
|
|
10
|
16,888,889
|
37
|
11,188,889
|
|
11
|
16,677,778
|
38
|
10,977,778
|
|
12
|
16,466,667
|
39
|
10,766,667
|
|
13
|
16,255,556
|
40
|
10,555,556
|
|
14
|
16,044,444
|
41
|
10,344,444
|
|
15
|
15,833,333
|
42
|
10,133,333
|
|
16
|
15,622,222
|
43
|
9,922,222
|
|
17
|
15,411,111
|
44
|
9,711,111
|
|
18
|
15,200,000
|
45
|
9,500,000
|
|
19
|
14,988,889
|
46
|
9,288,889
|
|
20
|
14,777,778
|
47
|
9,077,778
|
|
21
|
14,566,667
|
48
|
8,866,667
|
|
22
|
14,355,556
|
49
|
8,655,556
|
|
23
|
14,144,444
|
50
|
8,444,444
|
|
24
|
13,933,333
|
51
|
8,233,333
|
|
25
|
13,722,222
|
52
|
8,022,222
|
|
26
|
13,511,111
|
53
|
7,811,111
|
|
45.
|
Charterers’ information undertaking
|
|
(a)
|
The Charterers shall obtain an appraisal report from Clarksons Platou, Braemar ACM, Fearnleys AS, Arrow Valuations, Simpson Spence & Young Limited, Howe Robinson, BRS Group and Allied
Shipbroking or any other firm or firms of shipbrokers approved in writing by the Owners as of each last bussiness day of March during the Charter Period and provide such report to the Owners.
|
|
(b)
|
The Charterers and/or the Charterers’ Guarantor shall provide the Owners with each of its audited or unaudited (in the case of the Charterer) financial reports on an annual basis during the Charter
Period within 180 days from each of its financial year end.
|
|
46.
|
Money laundering, sanctions, anti-corruption:
|
Notwithstanding any other clause in this Charter, each Party warrants, represents and undertakes to the other Party on a continuing basis:
(Money laundering):
that it, and parties acting on its behalf in relation to this Charter, shall observe and abide with, including but not limited any law, official requirement or other regulatory measure or
procedure implemented to combat money laundering as defined in any laws or regulations applicable to such Party, and
(Sanctions):
that it, nor any of their directors, executive managers and owners, is sanctioned by USA, the UK, the European union or the United Nations or any other nation or governmental body or
organization relevant to the trading of the Vessel under this Charter, and
that it, its directors, executive managers and owners, has not been a party, either directly or indirectly, to any contract or conduct in contravention of any applicable sanctions
legislation or directives of either the USA, the UK, the European union or the United Nations or any other nation or governmental body or organization relevant to the trading of the Vessel under this Charter. Moreover, the Party is acting
for itself only and is not acting on behalf of any other individual or corporation, and
(Anti-corruption):
that it, its directors, executive managers and owners shall comply with all applicable anti-corruption laws, regulations and contractual provisions, including without limitation the US
Foreign Corrupt Practices Act and the UK Bribery Act, and
that it, its directors, executive managers and owners shall not, directly or through third parties, in relation to the Charter, give, promise or attempt to give, or approve or authorize
the giving of, anything of value to any person, any public official or any entity for the purpose of:
|
-
|
securing any improper advantage for either Party;
|
|
-
|
inducing or influencing anyone improperly to take action or refrain from taking action in order for either Party to obtain or retain business, or to secure the direction of business to either Party;
|
|
-
|
inducing or influencing anyone to use his/her influence with any Government or public international organization for such purpose; and
|
that:
|
-
|
to the best of its knowledge, none of its directors, executive managers or owners have carried out any of the actions described above;
|
|
-
|
all remuneration received under this Charter is solely intended as compensation for the services expressly provided under this Charter, including the Parties’ related documented costs and expenses,
and that it is not receiving remuneration for any other purpose; and,
|
|
-
|
neither the Party, nor any of its companies, directors, executive managers or owners shall use any part of said remuneration for any purpose prohibited under this clause 46
|
(Others):
that neither it, its directors, executive managers and owners, have been suspended from doing business in any form subject to investigation or charged with or sentenced for relevant
criminal behaviour, fraud, false statements, corruption or other related activities;
|
47.
|
Confidentiality
|
This Charter including all negotiations, fixtures and written correspondence shall remain strictly confidential between the Owners, the Charterers, financiers/banks and insurance
companies provided however that each of the Owners, Charterers and Seanergy Maritime Holdings Corp. may disclose as much as may be necessary of the terms of this Charter and relevant documentation to their auditors, third party managers,
legal counsels, accountants, affiliates and as otherwise may be required by applicable laws or regulations, including but not limited to any stock exchange and/or securities and exchange commission laws and regulations. Any report or
release or publication of the lease back shall not be grounds for either the Owners or the Charterers to withdraw from their obligations under this Charter. Press releases or reports as required by stock exchange rules and regulations are
allowed.
IN WITNESS HEREOF the Owners and the Charterers have signed and executed TWO COPIES of this Charter the day and year first written.
|
For the Owners:
|
For the Charterers:
|
|
|
/s/ Mamoru Nanamura
|
/s/ Stavros Gyftakis
|
|
|
Village Seven Co., Ltd.
|
Lord Ocean Navigation Co.
|
|
|
Mamoru Nanamura
|
Stavros Gyftakis
|
|
|
Representative Director/ President
|
Director/ Treasurer
|
|
|
For the Owners:
|
|
|
/s/ Mamoru Nanamura
|
|
|
V7 Fune Inc.
|
|
|
Mamoru Nanamura Representative Director/ President
|
|
|
List of Appendices:
|
|
|
Appendix A:
|
Memorandum of Agreement for purchase option
|
|
Appendix B:
|
Form of performance guarantees
|
Appendix A
 |
SALESFORM 2012
|
|
Norwegian Shipbrokers` Association`s
|
|
|
Memorandum of Agreement for sale and purchase of ships
|
|
1
|
Dated:
|
| 2 |
|
3
|
Village Seven Co., Ltd. of 6-21, Konan 3-chome, Minato-ku, Tokyo, Japan (owners of the 99.99% of the
|
|
4
|
shares, title 4 and ownership and interest in the Vessel), (owner of the 99.99% of the shares, title and
|
|
5
|
ownership and interest in the 5 Vessel), and V7 Fune Inc. of BICSA Financial Center, 60th Floor, Balboa
|
|
6
|
Avenue, Panama City, Republic of Panama 6 (owner of the 0.01% of the shares, title and ownership and
|
|
7
|
interest in the Vessel)
|
8
|
9
|
Lord Ocean Navigation Co., of 80 Broad Street, Monrovia, Liberia (guaranteed by Seanergy Maritime
|
|
10
|
Holdings Corp.)
|
11
|
12
|
Name of vessel: M/V Lordship
|
13
|
14
|
IMO Number: 9519066
|
15
|
16
|
Classification Society: BV
|
17
|
18
|
Class Notation:
|
|
19
|
Bulk carrier CSR BC-A (holds 2,4,6 and 8 may be empty) ESP GRAB 30
|
20
21
|
22
|
Year of Build: 2010 Builder/Yard: Hyundai Heavy Industries
|
23
|
24
|
Flag: Liberia Place of Registration: GT/NT: 93,564 / 59,500
|
25
|
26
|
hereinafter called the “Vessel”, on the following terms and conditions:
|
27
|
28
|
Definitions
|
29
|
30
|
“Banking Days” are days (other than a Saturday and Sunday) on which banks are open
|
|
31
|
Piraeus, London and New York
|
|
32
|
|
|
33
|
|
|
34
|
“Buyers’ Nominated Flag State” means Liberia.
|
35
|
36
|
“BBCP” means Bareboat Charter Party dated 24th April 2023 agreed between Lord Ocean Navigation Co.
|
|
37
|
(guaranteed by Seanergy Maritime Holdings Corp.) and Village Seven Co., Ltd., and V7 Fune Inc., as owners
|
|
38
|
(as from time to time amended, novated and supplemented).
|
39
|
40
|
“Charterer” means Charterers as defined under the BBCP.
|
41
|
42
|
“Owners” means Owners as defined under the BBCP.
|
|
43
|
“Class” means the class notation referred to above.
|
|
44
|
“Classification Society” means the Society referred to above.
|
|
45
|
|
|
46
|
|
|
47
|
|
|
48
|
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered
|
|
49
|
letter, email or telefax.
|
|
50
|
“Parties” means the Sellers and the Buyers.
|
|
51
|
“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).
|
|
52
|
“Sellers’ Account” means an account held with Sellers’ Bank (state details of bank account) at the Sellers’
|
|
53
|
Bank.
|
|
54
|
“Sellers’ Bank” means such bank or banks
|
|
55
|
notified in writing by the Sellers to the Buyers for receipt of the Purchase Price.
|
56
|
57
|
1. Purchase Price
|
58
|
59
|
The Purchase Price shall be the Purchase Option Price calculated in accordance with Clause 40 of the
|
|
60
|
BBCP
|
61
|
62
|
|
63
|
64
|
|
|
65
|
|
|
66
|
|
67
|
68
|
|
69
|
70
|
|
71
|
72
|
|
|
73
|
|
|
74
|
|
|
75
|
|
76
|
77
|
3. Payment
|
78
|
79
|
|
|
80
|
|
81
|
82
|
|
83
|
84
|
(ii)
|
|
85
|
under this Agreement shall be remitted
|
|
86
|
the Sellers’
|
|
87
|
delivery of the Vessel in order for the Sellers’ Bank to confirm the funds in the Sellers’ Bank before the
|
|
88
|
expected delivery date with a SWIFT(MT199) message to confirm that the funds are to be released to the
|
|
89
|
Sellers against a copy of the executed Protocol of Delivery and Acceptance confirming delivery of
|
|
90
|
the Vessel and/or returned in accordance with their instructions, including that the Sellers’ Bank shall return the
|
|
91
|
funds in full without any deductions if delivery has for any reason not taken place within ten (10) Banking
|
|
92
|
Days from the date of transfer to the Sellers Bank, or such other manner as may be agreed between the
|
|
93
|
Sellers and the Buyers.
|
94
|
95
|
4. Inspection
|
96
|
97
|
|
|
98
|
|
|
99
|
|
|
100
|
|
101
|
102
|
|
|
103
|
|
104
|
105
|
|
|
106
|
|
107
|
108
|
|
|
109
|
|
110
|
111
|
|
112
|
113
|
|
|
114
|
|
115
|
116
|
|
|
117
|
provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy-
|
|
118
|
|
|
119
|
|
120
|
121
|
|
|
122
|
|
|
123
|
|
|
124
|
|
125
|
126
|
|
|
127
|
|
128
|
129
|
5. Time and place of delivery and notices
|
130
|
131
|
(a) The Vessel shall be delivered and taken over safely afloat at the Vessel’s location at the time of delivery.
|
132
|
133
|
|
134
|
135
|
The Buyers, as the Charterers under the BBCP, having exercised their purchase option, are to give Sellers
|
|
136
|
not less than 90 days’ notice of the approximate date of which they (or their nominee) intend to take delivery
|
|
137
|
of the Vessel under the Agreement, followed by, 20, 15, 7, 5 and 3 days’ notice of estimated time of arrival
|
|
138
|
at intended place of delivery of the Vessel and 1 day definite notice of the time and intended place of delivery of
|
|
139
|
the Vessel.
|
140
|
141
|
Expected time of delivery: 91-120 days after the Buyers issuance of their notice of intention to purchase the
|
|
142
|
Vessel pursuant to BBCP Clause 40, or such later date as maybe agreed by the Sellers.
|
143
|
144
|
Cancelling Date
|
|
145
|
notice of intention to purchase the Vessel pursuant to BBCP Clause 40, or such later date as may be
|
|
146
|
agreed by the Sellers.
|
147
|
148
|
|
|
149
|
|
|
150
|
|
151
| 152 |
|
| 153 |
|
154
|
155
|
(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready
|
|
156
|
for delivery by the Cancelling Date they may notify the Buyers in writing stating the date when they anticipate
|
|
157
|
that the Vessel will be ready for delivery and proposing a new Cancelling Date. Upon receipt of
|
|
158
|
such notification the Buyers shall have the option of either cancelling this Agreement in accordance with
|
|
159
|
Clause 14 (Sellers’ Default) within three (3) Banking Days of receipt of the notice or of accepting the new
|
|
160
|
date as the new Cancelling Date. If the Buyers have not declared their option within three (3) Banking Days
|
|
161
|
of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’
|
|
162
|
notification shall be deemed to be the new Cancelling Date and shall be substituted for the Cancelling Date
|
|
163
|
stipulated in
|
164
|
165
|
If this Agreement is maintained with the new Cancelling Date all other terms and conditions hereof including
|
|
166
|
those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full force and effect.
|
167
|
168
|
(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely without prejudice
|
|
169
|
to any claim for damages the Buyers may have under Clause 14 (Sellers’ Default) for the Vessel not being
|
|
170
|
ready by the original Cancelling Date.
|
171
|
172
|
(e) Should the Vessel become an actual, constructive or compromised total loss before delivery
|
|
173
|
|
|
174
|
shall be null and void without any liability upon the Sellers or the Buyers under this Agreement.
|
175
176
|
177
|
6. Divers Inspection / Drydocking
|
178
|
179
|
|
|
180
|
|
|
181
|
|
|
182
|
|
|
183
|
|
|
184
|
|
|
185
|
|
|
186
|
|
|
187
|
|
|
188
|
|
|
189
|
|
|
190
|
|
|
191
|
|
|
192
|
|
193
|
194
|
|
|
195
|
|
|
196
|
|
|
|
|
|
198
|
|
|
199
|
|
|
200
|
|
|
201
|
|
202
|
203
|
|
|
204
|
|
|
205
|
|
|
206
|
|
|
207
|
|
|
208
|
|
|
209
|
|
|
210
|
|
|
211
|
|
|
212
|
|
|
213
|
|
214
|
215
|
|
|
216
|
|
|
217
|
|
|
218
|
|
|
219
|
|
|
220
|
|
|
221
|
|
222
|
223
|
|
|
224
|
|
|
225
|
|
|
226
|
|
|
227
|
|
|
228
|
|
|
229
|
|
|
230
|
|
|
231
|
|
|
232
|
|
233
|
234
|
|
|
235
|
|
|
236
|
|
|
237
|
|
|
238
|
|
|
239
|
|
|
240
|
|
|
241
|
|
|
242
|
|
|
243
|
|
|
244
|
|
245
|
246
|
|
|
247
|
|
|
248
|
|
|
249
|
|
250
|
251
|
|
|
252
|
|
253
|
254
|
|
|
255
|
|
|
256
|
|
|
257
|
|
|
258
|
|
|
259
|
|
|
260
|
|
|
261
|
|
|
262
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7. Spares, bunkers and other items
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The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore.
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All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller
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blade(s), if any, belonging to the Vessel at the time of
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or not, including any spares on order shall
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Items on board at the time of
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above, shall
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the Buyers.
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Any remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and
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unopened drums shall remain the property of the Buyers.
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8. Documentation
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318
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The place of closing: Virtual Closing or physical closing in JAPAN, to be agreed between the Sellers and
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319
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the Buyers
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320
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321
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In exchange for payment of Purchase Price the Sellers shall furnish the Buyers with delivery documents
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322
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reasonably required by the Buyers. The delivery documents to be exchanged between the parties shall be
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listed in an addendum hereto, namely “Addendum no.1”: List of delivery documents”
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324
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325
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326
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328
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400
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401
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402
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(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date
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|
403
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and time of delivery of the Vessel from the Sellers to the Buyers.
|
404
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405
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9. Encumbrances
|
406
|
407
|
Other than any charter entered into by the Buyers, t
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|
408
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delivery, is free from all charters, claims, taxes, encumbrances, mortgages and maritime liens or any other
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|
409
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debts whatsoever, except for those created or incurred by the Charterers. The Sellers make no warranty as
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|
410
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to whether the Vessel being
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411
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delivery. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made
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|
412
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against the Vessel which have been incurred prior to the time of delivery.
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413
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414
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10. Taxes, fees and expenses
|
415
|
416
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Any taxes, fees and expenses in connection with the purchase
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|
417
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and its registration
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|
418
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connection with the closing of the Sellers’ register shall be for the Sellers’ account.
|
419
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420
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11. Condition of delivery
|
421
|
422
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The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is delivered to
|
|
423
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the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over
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424
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“as is where is”
|
|
425
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Save for any breach by Sellers under the terms of this Agreement or as Owners under the BBCP, the
|
|
426
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Buyers, in their capacity as Charterers under the BBCP, to be responsible for ensuring that the Vessel is in a
|
|
427
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position and physical condition to be delivered to Buyers on the Delivery Date and remain responsible for
|
|
428
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the Vessel under the terms of the BBCP until the time of delivery to the Buyers.
|
|
429
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430
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431
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432
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433
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12. Name/markings
|
445
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446
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447
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448
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13. Buyers’ default
|
449
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450
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|
451
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|
452
|
|
453
|
454
|
Should the Purchase Price not be paid in accordance with Clause 3 (Payment) and such failure is not
|
|
455
|
remedied within five (5) Banking Days then the Sellers have the right to cancel this Agreement,
|
|
456
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|
|
457
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|
|
458
|
expenses incurred by the Sellers in preparation of the sale of the Vessel
|
459
|
460
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14. Sellers’ default
|
461
|
462
|
Should the Sellers fail to
|
|
463
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validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this
|
|
464
|
Agreement and
|
|
|
|
|
466
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|
|
467
|
|
|
468
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|
469
|
470
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|
|
471
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|
|
472
|
loss and for all expenses incurred by the Buyers
|
|
473
|
|
474
|
475
|
15. Buyers’ representatives
|
476
|
477
|
|
|
478
|
|
479
|
480
|
|
|
481
|
|
|
482
|
|
483
|
484
|
16. Law and Arbitration
|
485
|
486
|
(a)* This Agreement or any non-contractual obligation shall be governed by and construed in accordance with
|
|
487
|
English law and any dispute arising out of or in connection with this Agreement shall be referred to
|
|
488
|
arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-
|
|
489
|
enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
|
490
|
491
|
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)
|
|
492
|
Terms current at the time when the arbitration proceedings are commenced.
|
493
|
494
|
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its
|
|
495
|
arbitrator and send notice of such appointment in writing to the other party requiring the other party to
|
|
496
|
appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its
|
|
497
|
arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has
|
|
498
|
done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and
|
|
499
|
give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to
|
|
500
|
arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as
|
|
501
|
sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on
|
|
502
|
both Parties as if the sole arbitrator had been appointed by agreement.
|
503
|
504
|
In case where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall
|
|
505
|
be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration
|
|
506
|
proceedings are commenced.
|
507
|
508
|
|
|
509
|
|
|
510
|
|
|
511
|
|
|
512
|
|
|
513
|
|
|
514
|
|
515
|
516
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|
517
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|
|
518
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|
519
|
520
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|
|
521
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|
|
522
|
|
523
|
524
|
|
|
525
|
|
526
|
527
|
17. Notices
|
528
|
529
|
All notices to be provided under this Agreement shall be in writing.
|
530
|
531
|
Contact details for recipients of notices are as follows:
|
532
|
533
|
For the Buyers: c/o 154 Vouliagmenis Avenue, 166 74, Glyfada, Greece
|
|
534
|
Email: legal@seanergy.gr & finance@seanergy.gr
|
535
|
536
|
For the Sellers: c/o Village Seven Co., Ltd. C/O Village Seven Co., Ltd. , 6-21、Konan 3-chome, Minato-ku,
|
|
537
|
Tokyo, Japan
|
|
538
|
Email: nanasan@septeni-holdings.co.jp
|
539
|
540
|
18. Confidentiality
|
|
541
|
This Agreement including all negotiations, fixtures and written correspondence shall remain strictly
|
|
542
|
confidential between the Sellers, the Buyers, financiers/banks and insurance companies provided however
|
|
543
|
that each of the Sellers, the Buyers and Seanergy Maritime Holdings Corp. may disclose as much as may
|
|
544
|
be necessary of the terms of this Agreement and relevant documentation to their auditors, third party
|
|
545
|
managers, legal counsels, accountants, affiliates and as otherwise may be required by applicable laws or
|
|
546
|
regulations, including but not limited to any stock exchange and/or securities and exchange commission
|
|
547
|
laws and regulations. Any report or release or publication of the sale shall not be grounds for either the
|
|
548
|
Sellers or the Buyers to withdraw from their obligations under this Agreement. Press releases or reports as
|
|
549
|
required by stock exchange rules and regulations are allowed.
|
|
550
|
19.
|
|
551
|
20. Entire Agreement
|
552
|
553
|
|
|
554
|
|
|
555
|
|
556
|
557
|
|
|
558
|
|
|
559
|
|
560
|
561
|
|
|
562
|
|
563
564
565
|
566
|
Village Seven Co., Ltd and V7 Fune Inc.
|
Lord Ocean Navigation Co.
|
|
567
|
||
|
568
|
For and on behalf of the Sellers
|
For and behalf of the Buyers
|
|
569
|
||
|
570
|
||
|
571
|
||
|
572
|
||
|
573
|
Name: Mamoru Nanamura
|
Name: XXXX
|
|
574
|
Title: Representative Director / President
|
Title: XXXX |
Appendix B
|
|
Date :
|
To: Village Seven Co., Ltd.,
V7 Fune Inc.
BICSA Financial Center, 60th Floor, Balboa Avenue, Panama City, Republic of Panama
(collectively, the “Owners)
Dear Sirs,
GUARANTEE
In consideration of the entry into by you of a Memorandum of Agreement (hereinafter called the “MOA”) dated 24 April 2023, with Lord Ocean Navigation Co. as sellers (hereinafter called “Lord Ocean”) for the sale and purchase of the
motor vessel “Lordship” with IMO number 9519066 (hereinafter called the “Vessel”) and a Bareboat Charter Party (hereinafter called the “BBCP”) dated 24 April 2023, with Lord Ocean as charterers for the bareboat chartering of the Vessel,
we, the undersigned, as the primary obligor, irrevocably and unconditionally guarantee to you and your successors and assignees the due and punctual performance by Lord Ocean of all its liabilities, obligations and responsibilities
under the MOA and the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto.
If, at any time, default is made by Lord Ocean in the performance and/or observance of any term, provision, condition, obligation or agreement, or in any other matter or thing pertaining to the MOA or the BBCP, and any supplements,
amendments, changes or modifications hereafter made thereto, or in the payment of any sums payable pursuant thereto which are to be complied with by Lord Ocean, its successors or assignees, then we will perform, or cause to be so
performed, all terms, provisions, conditions, obligations and agreements contained in the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, and will pay, as our own debt and within three
(3) Banking Days (as defined in the BBCP) on demand, any sum that is due and payable in consequence of the non-performance by Lord Ocean, its successors and assignees, of any of the said terms, provisions, conditions, obligations and
agreements.
Any demand made by the Owners under this guarantee shall be made in writing signed by an authorized signatory of the Owners and shall specify the default of Lord Ocean and shall be accompanied by a copy of the notice of such default
served on Lord Ocean by the Owners together with a statement (if any) that Lord Ocean have failed to remedy such default within any applicable grace period.
We hereby irrevocably and unconditionally agree to indemnify you on demand and keep you indemnified against all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, reasonable and
documented legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by you, directly as a result of any breach or non-performance of, or non-compliance by Lord Ocean with, any of its obligations under or
pursuant to the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto, or as a result of any of those obligations being or becoming void, voidable or unenforceable.
The undersigned hereby affirm and consent to any and all amendments, changes or modifications to be hereafter made to the MOA or BBCP without requesting any further notice and without such amendments, changes or modifications in any
way affecting, changing or releasing us from our obligations given under this guarantee.
We hereby represent, warrant and undertake, that:
|
|
a) |
We have full power, authority and capacity to enter into and perform our obligations under this guarantee and have taken all necessary corporate or other action (as the case may be) required to enable us to do so and our
entry into of this guarantee will not exceed any power in our constitutional documents;
|
| b) |
This guarantee constitutes valid and legally binding obligations of us enforceable in accordance with its terms;
|
| c) |
All consents, licenses, approvals and authorizations of governmental authorities and agencies required to make this guarantee valid, enforceable and admissible in evidence and to authorize and permit the execution, delivery
and performance of this guarantee by us have been obtained or made and will remain in full force and effect and there has been no default in the observance of any of the terms or conditions of any of them;
|
| d) |
We have not taken nor received, and undertake that until all the obligations of Lord Ocean under the MOA or the BBCP, and any supplements, amendments, changes or modifications hereafter made thereto have been paid or
discharged in full we will not take or receive, the benefit of any security from Lord Ocean or any other person in respect of our obligations under this guarantee;
|
| e) |
We will promptly inform you of any occurrence of which we become aware which might adversely affect the ability of us to perform our obligations under this guarantee and will from time to time, if so reasonably requested by
you, confirm to you in writing that, save as otherwise stated in such confirmation, no event of default under the BBCP has occurred and is continuing; and
|
| f) |
We will not assign or transfer any of our rights or obligations under this guarantee.
|
This guarantee:
| a) |
shall become effective upon signing of the MOA and BBCP and shall only become null and void upon the fulfillment of all obligations of Lord Ocean under the MOA and BBCP whereafter this guarantee shall be immediately
returned to us upon such fulfillment;
|
| b) |
shall be in addition to, and shall not be prejudiced or affected by, any other security for the obligations of Lord Ocean which may be from time to time held by you; and
|
| c) |
shall not be discharged or prejudiced by the liquidation, bankruptcy or dissolution (or proceedings analogous thereto) of Lord Ocean or the appointment of a receiver or administrative receiver or administrator or trustee or
similar officer of any of the assets of Lord Ocean or any term or concessions given by you to Lord Ocean or any other party, or, subject to applicable limitation periods, by anything which you may do or omit to do or by any
other dealing or thing whatsoever which but for the provisions of this paragraph might operate to discharge us from liability.
|
The provisions of clause 31 (Notices) of the BBCP shall apply (mutatis mutandis) to this guarantee.
This guarantee, and all rights and obligations arising hereunder shall be governed by and construed and determined and may be enforced in accordance with the Laws of England.
Any dispute arising out of in connection with this guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to
give effect to the provisions of this clause.
The arbitration shall be conducted under and in accordance with London Maritime Arbitrator Association (L.M.A.A.) terms and conditions current at the time when the arbitration proceedings are commenced.
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its
own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days
specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to
the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall
prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.
In cases where neither the claim nor any counterclaim exceeds the sum of US$200,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the
time when the arbitration proceedings are commenced.
|
For and on behalf of
|
|
|
Seanergy Maritime Holdings Corp. (as the “Guarantor”)
|
|
|
Name: Stavros Gyftakis
|
|
| Title: Chief Financial Officer | |