EX-4.6 13 ny20004194x3_ex4-6.htm EXHIBIT 4.6

Exhibit 4.6

1. Date of Agreement [●] M/V GLORIUSHIP
2 | Owner (name, place of registered office and law of registry) (Cl. 1) SEA GLORIUS SHIPPING CO. | 3. | Managers (name, place of registered office and law of registry) (Cl. 1) SEANERGY SHIPMANAGEMENT CORP.
Name Trust Company Complex, Ajeltake Road, Ajeltake Island Majuro MH96960, Marshall Islands | Name Trust Company Complex, Ajeltake Road, Ajeltake Island Majuro MH96960, Marshall Islands
Place of registered office Republic of the Marshall Islands Law of registry | Place of registered office Republic of the Marshall Islands Law of registry
4. | Day and year of commencement of Agreement (Cl. 2) [●] |  |
5. | Crew Management (state “yes” or “no” as agreed) (Cl. 3.1) NO | 6. | Technical Management (state “yes” or “no” as agreed) (Cl. 3.2) YES
7. | Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3) NO | 8. | Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4) YES
9. | Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5) YES | 10. | Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6) YES, upon Owner’s request
11. | Provisions (state “yes” or “no” as agreed) (Cl. 3.7) YES | 12. | Bunkering (state “yes” or “no” as agreed) (Cl. 3.8) YES
13. | Chartering Services (only to be filled in if “yes” stated in box 7) (Cl . 3.3(i)) NO | 14. | Managers’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3) YES AS PER CLAUSE 6.3 (i)
15. | Annual Management Fee (state annual amount) (Cl. 8.1) US$ 14,000 monthly | 16. | Severance Costs (state maximum amount) (Cl. 8.4(ii)) N/A
17. | Day and year of termination of Agreement (Cl. 17) N/A | 18. | Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19) AS PER CLAUSE 19.1
19. | Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Owners) (Cl. 20) [●] | 20. | Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Managers) (Cl. 20) [●]

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel) and “B” (Budget) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A” and “B” shall prevail over those of PART II to the extent of such conflict but no further.

Signature(s) (Owners) SEA GLORIUS SHIPPING CO. | Signature(s) (Managers) SEANERGY SHIPMANAGEMENT CORP.

PART II

1. Definitions | 1
In this Agreement save where the context otherwise requires, | 2
the following words and expressions shall have the meanings | 3
hereby assigned to them. | 4
"Owners" means the party identified in Box 2. | 5
"Managers" means the party identified in Box 3. | 6
"Vessel" means the vessel or vessels details of which are set | 7
out in Annex "A" attached hereto. | 8
"Crew" means the Master, officers and ratings of the numbers, | 9
rank and nationality specified by the Owners. | 10
"Crew Support Costs" means all expenses of a general nature | 11
which are not particularly referable to any individual vessel for | 12
the time being managed by the Managers and which are incurred | 13
by the Managers for the purpose of providing an efficient and | 14
economic management service and, without prejudice to the | 15
generality of the foregoing, shall include the cost of crew standby | 16
pay, training schemes for officers and ratings, cadet training | 17
schemes, sick pay, study pay, recruitment and interviews. | 18
"Severance Costs" means the costs which the employers are | 19
legally obliged to pay to or in respect of the Crew as a result of | 20
the early termination of any employment contract for service on | 21
the Vessel. | 22
"Crew Insurances" means insurances against crew risks which | 23
shall include but not be limited to death, sickness, repatriation, | 24
injury, shipwreck unemployment indemnity and loss of personal | 25
effects. | 26
"Management Services" means the services specified in sub- | 27
clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12 and all other functions performed by the Managers under the terms of this Agreement. | 28
"ISM Code" means the International Management Code for the | 29
Safe Operation of Ships and for Pollution Prevention as adopted | 30
by the International Maritime Organization (IMO) by resolution | 31
A.741(18) or any subsequent amendment thereto. | 32
“United Maritime Group” means United Maritime Corporation | 33
group of companies and vessels |
"STCW 95" means the International Convention on Standards | 34
of Training, Certification and Watchkeeping for Seafarers, 1978, |
as amended in 1995 or any subsequent amendment thereto or substitution hereto. | 35
2. Appointment of Managers | 36
With effect from the day and year stated in Box 4 and continuing | 37
unless and until terminated as provided herein, the Owners | 38
hereby appoint the Managers and the Managers hereby agree | 39
to act as the Managers of the Vessel. | 40
3. Basis of Agreement | 41
Subject to the terms and conditions herein provided, during the | 42
period of this Agreement, the Managers shall carry out | 43
Management Services in respect of the Vessel as agents for | 44
and on behalf of the Owners. The Managers shall have authority | 45
to take such actions as they may from time to time in their absolute | 46
discretion consider to be necessary to enable them to perform | 47
this Agreement in accordance with sound ship management | 48
practice including but not limited to compliance with all relevant rules and regulations. | 49
3.1 Crew Management | 50
(only applicable if agreed according to Box 5) | 51
The Managers shall provide suitably qualified Crew for the Vessel | 52
as required by the Owners in accordance with the STCW 95 | 53
requirements, provision of which includes but is not limited to | 54
the following functions: | 55
(i) selecting and engaging the Vessel's Crew, including payroll | 56
arrangements, pension administration, and insurances for | 57
the Crew other than those mentioned in Clause 6: | 58
(ii) ensuring that the applicable requirements of the law of the | 59
flag of the Vessel are satisfied in respect of manning levels, | 60
rank, qualification and certification of the Crew and | 61
employment regulations including Crew's tax, social | 62
insurance, discipline and other requirements; | 63
(iii) ensuring that all members of the Crew have passed a medical | 64
examination with a qualified doctor certifying that they are fit | 65

for the duties for which they are engaged and are in possession | 66
of valid medical certificates issued in accordance with | 67
appropriate flag State requirements. In the absence of | 68
applicable flag State requirements the medical certificate shall | 69
be dated not more than three months prior to the respective | 70
Crew members leaving their country of domicile and | 71
maintained for the duration of their service on board the Vessel; | 72
(iv) ensuring that the Crew shall have a command of the English | 73
language of a sufficient standard to enable them to perform | 74
their duties safely; | 75
(v) arranging transportation of the Crew, including repatriation; | 76
(vi) training of the Crew and supervising their efficiency; | 77
(vii) conducting union negotiations; | 78
(viii) operating the Managers' drug and alcohol policy unless | 79
otherwise agreed. | 80
3.2 Technical Management | 81
(only applicable if agreed according to Box 6) | 82
The Managers shall provide technical management which | 83
includes, but is not limited to, the following functions: | 84
(i) provision of competent personnel to supervise the | 85
maintenance and general efficiency of the Vessel; | 86
(ii)arrangement and supervision of dry dockings, repairs, | 87
modifications, alterations and the upkeep of the Vessel to the standards | 88
required by the Owners provided that the Managers shall | 89
be entitled to incur the necessary expenditure to ensure | 90
that the Vessel will comply with the laws and regulations of the flag of the | 91
Vessel and of the places where she trades, and all | 92
requirements and recommendations of the classification | 93
society and equipment manufacturers; | 94
(iii) arrangement of the supply of necessary stores, spares and |
lubricating oil; | 96
(iv) appointment of surveyors and technical consultants as the | 97
Managers may consider from time to time to be necessary; |
(v) development, implementation and maintenance of a Safety | 99
Management System (SMS) in accordance with the ISM | 100
Code (see sub-clauses 4,2 and 5;3); |
(vi) arrangement of periodic analysis of the bunker fuel, lubricating oils and chemicals by third parties (the costs being included in the Vessel’s running costs). |
3.3 Commercial Management | 102
(only applicable if agreed according to Box 7) | 103
The Managers shall provide the commercial operation of the | 104
Vessel, as required by the Owners, which includes, but is not | 105
limited to, the following functions: | 106
(i) providing chartering services in accordance with the Owners' | 107
instructions which include, but are not limited to, seeking | 108
and negotiating employment for the Vessel and the conclusion | 109
(including the execution thereof) of charter parties or other | 110
contracts relating to the employment of the Vessel. If such a | 111
contract exceeds the period stated in Box 13. consent thereto | 112
in writing shall first be obtained from the Owners. | 113
(ii) arranging of the proper payment to Owners or their nominees | 114
of all hire and/or freight revenues or other moneys of | 115
whatsoever nature to which Owners may be entitled arising | 116
out of the employment of or otherwise in connection with the | 117
Vessel. | 118
(iii) providing voyage estimates and accounts and calculating of | 119
hire, freights, demurrage and/or despatch moneys due from | 120
or due to the charterers of the Vessel; | 121
(iv) issuing of voyage instructions; | 122
(v) appointing agents; | 123
(vi) appointing stevedores; | 124
(vii)arranging surveys associated with the commercial operation | 125
of the Vessel. | 126
3.4 Insurance Arrangements | 127
(only applicable if agreed according to Box 8) | 128
The Managers shall arrange insurances in accordance with | 129
Clause 6, on such terms and conditions as the Owners shall | 130
have instructed or agreed, in particular regarding conditions, | 131

PART II

insured values, deductibles, limits of liability and franchises. | 132
3.5 Accounting Services | 133
(only applicable if agreed according to Box 9) | 134
The Managers shall: | 135
(i) establish an accounting system which meets the | 136
requirements of the Owners and provide regular accounting | 137
services, supply regular reports and records, | 138
(ii) maintain the records of all costs and expenditure incurred | 139
as well as data necessary or proper for the settlement of | 140
accounts between the parties. | 141
3.6 Sale or Purchase of the Vessel | 142
(only applicable if agreed according to Box 10) | 143
The Managers shall, upon Owners' instructions, | 144
supervise the sale or purchase of the Vessel, including the | 145
performance of any sale or purchase agreement, but not | 146
the negotiation of the same. | 147
3.7 Provisions (only applicable if agreed according to Box 11) | 148
The Managers shall arrange for the supply of provisions. | 149
3.8 Bunkering (only applicable if agreed according to Box 12) | 150
The Managers shall arrange for the provision of bunker fuel of the | 151
quality specified by the Owners as required for the Vessel's trade. | 152
3.9 Operations |
As required by the Owners, the Managers shall, as agents for the Owners, provide support on the following functions: |
(i) Monitoring voyage instructions and liaising as appropriate with the Owners, the Owners’ brokers and charterers; |
(ii) Appointment of agents; and |
(iii) Arrangement of surveying of cargoes. |
4. Managers' Obligations | 153
4.1 The Managers undertake to use their best endeavours to | 154
provide the agreed Management Services as agents for and on | 155
behalf of the Owners in accordance with sound ship management | 156
practice and to protect and promote the interests of the Owners in | 157
all matters relating to the provision of services hereunder. | 158
Provided, however, that the Managers in the performance of their | 159
management responsibilities under this Agreement shall be entitled | 160
to have regard to their overall responsibility in relation to other vessels | 161
of the United Maritime Group as may from time to time be entrusted to their | 162
management and in particular, but without prejudice to the generality | 163
of the foregoing, the Managers shall be entitled to allocate available supplies, | 164
manpower and services in such manner as in the prevailing | 165
circumstances the Managers in their absolute discretion consider | 166
to be fair and reasonable. | 167
4.2 Where the Managers are providing Technical Management | 168
in accordance with sub-clause 3.2, they shall procure that the | 169
requirements of the law of the flag of the Vessel are satisfied and | 170
they shall in particular be deemed to be the "Company" as defined | 171
by the ISM Code, assuming the responsibility for the operation of | 172
the Vessel and taking over the duties and responsibilities imposed | 173
by the ISM Code and the ISPS Code when applicable. | 174
5. Owners' Obligations | 175
5.1 The Owners shall pay all sums due to the Managers punctually | 176
in accordance with the terms of this Agreement. | 177
5.2 Where the Managers are providing Technical Management | 178
in accordance with sub-clause 3.2, the Owners shall: | 179
(i) procure that all officers and ratings supplied by them or on | 180
their behalf comply with the requirements of STCW 95; | 181
(ii) instruct such officers and ratings to obey all reasonable orders | 182
of the Managers in connection with the operation of the | 183
Managers' safety management system. | 184
5.3 Where the Managers are not providing Technical Management | 185
in accordance with sub-clause 3.2, the Owners shall procure that | 186
the requirements of the law of the flag of the Vessel are satisfied | 187
and that they, or such other entity as may be appointed by them | 188
and identified to the Managers, shall be deemed to be the | 189
"Company" as defined by the ISM Code assuming the responsibility | 190
for the operation of the Vessel and taking over the duties and | 191
responsibilities imposed by the ISM Code when applicable. | 192

6. Insurance Policies | 193
The Owners shall procure, whether by instructing the Managers | 194
under sub-clause 3.4 or otherwise, that throughout the period of | 195
this Agreement: | 196
6.1 at the Owners' expense, the Vessel is insured for not less | 197
than her sound market value or entered for her full gross tonnage, | 198
as the case may be for: | 199
(i) usual hull and machinery marine risks (including crew | 200
negligence) and excess liabilities; | 201
(ii) protection and indemnity risks (including pollution risks and | 202
Crew Insurances); and | 203
(iii) war risks (including protection and indemnity and crew risks) | 204
in accordance with the best practice of prudent owners of | 205
vessels of a similar type to the Vessel, with first class insurance | 206
companies, underwriters or associations ("the Owners' | 207
Insurances"); | 208
6.2 all premiums and calls on the Owners' Insurances are paid | 209
promptly by their due date, | 210
6.3 the Owners' Insurances name the Managers and, subject | 211
to underwriters' agreement, any third party designated by the | 212
Managers or the Owners as a joint assured, with full cover, with the Owners | 213
obtaining cover in respect of each of the insurances specified in | 214
sub-clause 6.1: | 215
(i) on terms whereby the Managers and any such third party | 216
are liable in respect of premiums or calls arising in connection | 217
with the Owners' Insurances; or | 218
(ii) if reasonably obtainable, on terms such that neither the | 219
Managers nor any such third party shall be under any | 220
liability in respect of premiums or calls arising in connection | 221
with the Owners' Insurances; or | 222
(iii) on such other terms as may be agreed in writing. | 223
Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left | 224
blank then (i) applies. | 225
6.4 written evidence is provided, to the reasonable satisfaction | 226
of the Managers, of their compliance with their obligations under | 227
Clause 6 within a reasonable time of the commencement of | 228
the Agreement, and of each renewal date and, if specifically | 229
requested, of each payment date of the Owners' Insurances. | 230
7. Income Collected and Expenses Paid on Behalf of Owners | 231
7.1 All moneys collected by the Managers under the terms of | 232
this Agreement (other than moneys payable by the Owners to | 233
the Managers) and any interest thereon shall be held to the | 234
credit of the Owners in a separate bank account. | 235
7.2 All expenses incurred by the Managers under the terms | 236
of this Agreement on behalf of the Owners (including expenses | 237
as provided in Clause 8) may be debited against the Owners | 238
in the account referred to under sub-clause 7.1. but shall in any | 239
event remain payable by the Owners to the Managers on | 240
demand. | 241
8. Management Fee | 242
8.1 The Owners shall pay to the Managers for their services | 243
as Managers under this Agreement an annual management | 244
fee as stated in Box 15 which shall be payable by equal | 245
monthly instalments in advance, the first instalment |
(pro rata if applicable) being | 246
payable on the commencement of this Agreement (see Clause | 247
2 and Box 4) and subsequent instalments being payable every | 248
month. The management fee shall be payable to the Managers’ account advised by the Managers. | 249
8.2 The management fee shall be subject to an annual review | 250
on the anniversary date of the Agreement and the proposed | 251
fee shall be presented in the annual budget referred to in sub- | 252
Clause 9.1 | 253
8.3 The Managers shall, at no extra cost to the Owners, provide | 254
their own office accommodation, office staff, facilities and | 255
stationery. Without limiting the generality of Clause 7 the Owners | 256
shall reimburse the Managers for postage and communication | 257
expenses, travelling expenses, and other out of pocket | 258
expenses properly incurred by the Managers in pursuance of the Management Services. | 259

PART II

Any days used by the Manager’s personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services shall be charged as per actual expenses. | 260
8.4 In the event of the appointment of the Managers being | 261
terminated by the Owners or the Managers in accordance with | 262
the provisions of Clauses 17 and 18 other than by reason of | 263
default by the Managers, or if the Vessel is lost, sold or otherwise | 264
disposed of, the "management fee" payable to the Managers | 265
according to the provisions of sub-clause 8.1. shall continue to | 266
be payable for a further period of three calendar months as | 267
from the termination date. In addition, provided that the | 268
Managers provide Crew for the Vessel in accordance with sub- | 269
clause 3.1: | 270
(i) the Owners shall continue to pay Crew Support Costs during | 271
the said further period of three calendar months and | 272
(ii) the Owners shall pay an equitable proportion of any | 273
Severance Costs which may materialize, not exceeding | 274
the amount stated in Box 16. | 275
8.5 If the Owners decide to lay-up the Vessel whilst this | 276
Agreement remains in force and such lay-up lasts for more | 277
than three months, an appropriate reduction of the management | 278
fee for the period exceeding three months until one month | 279
before the Vessel is again put into service shall be mutually | 280
agreed between the parties. | 281
8.6 Unless otherwise agreed in writing all discounts and | 282
commissions obtained by the Managers in the course of the | 283
management of the Vessel shall be credited to the Owners. | 284
9. Budgets and Management of Funds | 285
9.1 The Managers shall present to the Owners annually a | 286
budget for the following twelve months in such form as the | 287
Owners require. The budget for the first year hereof is set out | 288
in Annex "B" hereto. Subsequent |
annual budgets shall be | 289
prepared by the Managers and submitted to the Owners not | 290
less than one month before January 1st of each calendar year | 291
(see Clause 2 and Box 4). | 292
9.2 The Owners shall indicate to the Managers their acceptance | 293
and approval of the annual budget within one month of | 294
presentation and in the absence of any such indication the | 295
Managers shall be entitled to assume that the Owners have | 296
accepted the proposed budget. | 297
9.3 Following the agreement of the budget, the Managers shall | 298
prepare and present to the Owners their estimate of the working | 299
capital requirement of the Vessel and the Managers shall each | 300
month up-date this estimate. Based thereon, the Managers shall | 301
each month request the Owners in writing for the funds required | 302
to run the Vessel for the ensuing month, including the payment | 303
of any occasional or extraordinary item of expenditure, such as | 304
emergency repair costs, additional insurance premiums, bunkers | 305
or provisions. Such funds shall be received by the Managers | 306
within ten running days after the receipt by the Owners of the | 307
Managers' written request and shall be held to the credit of the | 308
Owners in a separate bank account. | 309
9.4 The Managers shall produce a comparison between | 310
budgeted and actual income and expenditure of the Vessel in | 311
such form as required by the Owners monthly or at such other | 312
intervals as mutually agreed. | 313
9.5 Notwithstanding anything contained herein to the contrary, | 314
the Managers shall in no circumstances be required to use or | 315
commit their own funds to finance the provision of the | 316
Management Services. | 317
10. Managers' Right to Sub-Contract | 318
The Managers shall not have the right to sub-contract any of | 319
their obligations hereunder, including those mentioned in sub- | 320
clause 3.1 without the prior written consent of the Owners which | 321
shall not be unreasonably withheld. In the event of such a sub- | 322
contract the sub-managers Managers shall remain be fully liable for the due | 323
performance of their obligations towards the Owners under this Agreement. | 324

11.Responsibilities | 325
11.1 Force Majeure - Neither the Owners nor the Managers | 326
shall be under any liability for any failure to perform any of their | 327
obligations hereunder by reason of any cause whatsoever of | 328
any nature or kind beyond their reasonable control. | 329
Neither party shall be liable for any loss, damage or delay due to any of the following force majeure events and/or conditions to the extent that the party invoking force majeure is prevented or hindered from performing any or all of their obligations under this Agreement, provided they have made all reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions: |
(i) acts of God; |
(ii) any Government requisition, control, intervention, requirement or interference; |
(iii) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof; |
(iv) riots, civil commotion, blockades or embargoes; |
(v) epidemics; |
(vi) earthquakes, landslides, floods or other extraordinary weather conditions; |
(vii) strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the Crew) of the party seeking to invoke force majeure; |
(viii) fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) any other similar cause beyond the reasonable control of either party. |
11.2 Liability to Owners - (i) Without prejudice to sub-clause | 330
11.1, the Managers shall be under no liability whatsoever to the | 331
Owners for any loss, damage, delay or expense of whatsoever | 332
nature, whether direct or indirect, (including but not limited to | 333
loss of profit arising out of or in connection with detention of or | 334
delay to the Vessel) and howsoever arising in the course of | 335
performance of the Management Services UNLESS same is | 336
proved to have resulted solely from the negligence, gross | 337
negligence or wilful default of the Managers or their employees, | 338
or agents or sub-contractors employed by them in connection | 339
with the Vessel, in which case (save where loss, damage, delay | 340
or expense has resulted from the Managers' personal act or | 341
omission committed with the intent to cause same or recklessly | 342
and with knowledge that such loss, damage, delay or expense | 343
would probably result) the Managers' liability for each incident | 344
or series of incidents giving rise to a claim or claims shall never | 345
exceed a total of ten times the annual management fee payable | 346
hereunder. | 347
(ii) Notwithstanding anything that may appear to the contrary in | 348
this Agreement, the Managers shall not be liable for any of the | 349
actions of the Crew, even if such actions are negligent, grossly | 350
negligent or wilful., except only to the extent that they are shown | 351
to have resulted from a failure by the Managers to discharge | 352
their obligations under sub-clause 3.1, in which case their liability | 353
shall be limited in accordance with the terms of this Clause 11. | 354
11.3 Indemnity - Except to the extent and solely for the amount | 355
therein set out that the Managers would be liable under sub- | 356
clause 11.2, the Owners hereby undertake to keep the Managers | 357
and their employees, agents and sub-contractors indemnified | 358
and to hold them harmless against all actions, proceedings, | 359
claims, demands or liabilities whatsoever or howsoever arising | 360
which may be brought against them or incurred or suffered by | 361
them arising out of or in connection with the performance of the | 362
Agreement, and against and in respect of all costs, losses, | 363
damages and expenses (including legal costs and expenses on | 364
a full indemnity basis) which the Managers may suffer or incur | 365
(either directly or indirectly) in the course of the performance of | 366
this Agreement. | 367
11.4 "Himalaya" - It is hereby expressly agreed that no | 368
employee or agent of the Managers (including every sub- | 369
contractor from time to time employed by the Managers) shall in | 370
any circumstances whatsoever be under any liability whatsoever | 371
to the Owners for any loss, damage or delay of whatsoever kind | 372
arising or resulting directly or indirectly from any act, neglect or | 373
default on his part while acting in the course of or in connection | 374
with his employment and, without prejudice to the generality of | 375
the foregoing provisions in this Clause 11. every exemption, | 376
limitation, condition and liberty herein contained and every right, | 377
exemption from liability, defence and immunity of whatsoever | 378
nature applicable to the Managers or to which the Managers are | 379
entitled hereunder shall also be available and shall extend to | 380
protect every such employee or agent of the Managers acting | 381
as aforesaid and for the purpose of all the foregoing provisions | 382
of this Clause 11 the Managers are or shall be deemed to be | 383
acting as agent or trustee on behalf of and for the benefit of all | 384
persons who are or might be their servants or agents from time | 385
to time (including sub-contractors as aforesaid) and all such | 386
persons shall to this extent be or be deemed to be parties to this | 387
Agreement. | 388
12.Documentation | 389
Where the Managers are providing Technical Management in | 390
accordance with sub-clause 3.2 and/or Crew Management in | 391
accordance with sub-clause 3.1. they shall make available, | 392

PART II

upon Owners' request, all documentation and records related | 393
to the Safety Management System (SMS) and/or the Crew | 394
which the Managers need in order to demonstrate compliance | 395
with the ISM Code and STCW 95 or to defend a claim against | 396
a third party. | 397
13.General Administration | 398
13.1 The Managers shall handle and settle all claims arising | 399
out of the Management Services hereunder and keep the Owners | 400
informed in a timely manner regarding any incident of which |
the Managers become | 401
aware which gives or may give rise to claims or disputes involving | 402
third parties. | 403
13.2 The Managers shall, as instructed by the Owners, bring | 404
or defend actions, suits or proceedings in connection with matters | 405
entrusted to the Managers according to this Agreement. | 406
13.3 The Managers shall also have power to obtain legal or | 407
technical or other outside expert advice in relation to the handling | 408
and settlement of claims and disputes or all other matters | 409
affecting the interests of the Owners in respect of the Vessel. | 410
13.4 The Owners shall arrange for the provision of any | 411
necessary guarantee bond or other security. | 412
13.5 Any costs reasonably incurred by the Managers in | 413
carrying out their obligations according to Clause 13 shall be | 414
reimbursed by the Owners. | 415
13.6 The Managers shall have power to obtain appropriate legal or technical or other outside expert advice in relation to the handling and settlement of claims in relation to Sub-clauses 13.1 and 13.2 and disputes and any other matters affecting the interests of the Owners in respect of the Vessel, unless the Owners instruct the Managers otherwise. |
14. Auditing | 416
The Managers shall at all times maintain and keep true and | 417
correct accounts in respect of the Management Services in accordance with the relevant US GAAP Standards or such other standard as the parties may agree, including records of all costs and expenditure incurred, and shall make the same available for inspection | 418
and auditing by the Owners at such times as may be mutually | 419
agreed. On the termination, for whatever reasons, of this | 420
Agreement, the Managers shall release to the Owners, if so | 421
requested, the originals where possible, or otherwise certified | 422
copies, of all such accounts and all documents specifically relating | 423
to the Vessel and her operation. | 424
The Managers shall make such accounts available for inspection and auditing by the Owners and/or their representatives in the Manager’s offices or by electronic means. |
15.lnspection of Vessel | 425
The Owners shall have the right at any time after giving | 426
reasonable notice to the Managers to inspect the Vessel for any | 427
reason they consider necessary. | 428
16.Compliance with Laws and Regulations | 429
The Managers will not do or permit to be done anything which | 430
might cause any breach or infringement of the laws and | 431
regulations of the Vessel's flag, or of the places where she trades. | 432
17.Duration of the Agreement | 433
This Agreement shall come into effect on the day and year stated | 434
in Box 4 and shall continue until the date stated in Box 17. | 435
Thereafter it shall continue until terminated by either party giving | 436
to the other notice in writing, in which event the Agreement shall | 437
terminate upon the expiration of a period of one two months from the | 438
date upon which such notice was given. | 439
18.Termination | 440
18.1 Owners' default | 441
(i) The Managers shall be entitled to terminate the Agreement | 442
with immediate effect by notice in writing if any moneys | 443
payable by the Owners under this Agreement and/or the | 444
Owners of any associated vessel, details of which are listed | 445
in Annex "D". shall not have been received in the Managers' | 446
nominated account within ten running days of receipt by | 450
the Owners of the Managers written request or if the Vessel | 451
is repossessed by the Mortgagees. | 452
(ii) If the Owners: | 453
(a) fail to meet their obligations under sub-clauses 5.2 | 454
and 5.3 of this Agreement for any reason within their | 455
control, or | 456
(b) proceed with the employment of or continue to employ | 457
the Vessel in the carriage of contraband, blockade | 458

running, or in an unlawful trade, or on a voyage which | 459
in the reasonable opinion of the Managers is unduly | 460
hazardous or improper, | 461
the Managers may give notice of the default to the Owners, | 462
requiring them to remedy it as soon as practically possible. | 463
In the event that the Owners fail to remedy it within a | 464
reasonable time to the satisfaction of the Managers, the | 465
Managers shall be entitled to terminate the Agreement | 466
with immediate effect by notice in writing. | 467
18.2 Managers' Default | 468
If the Managers fail to meet their obligations under Clauses 3 | 469
and 4 of this Agreement for any reason within the control of the | 470
Managers, the Owners may give notice to the Managers of the | 471
default, requiring them to remedy it as soon as practically | 472
possible. In the event that the Managers fail to remedy it within a | 473
reasonable time to the satisfaction of the Owners, the Owners | 474
shall be entitled to terminate the Agreement with immediate effect | 475
by notice in writing. | 476
18.3 Extraordinary Termination | 477
This Agreement shall be deemed to be terminated in the case of | 478
the sale of the Vessel (except where the vessel is sold and leased back to the Owners) or if the Vessel becomes a total loss or is | 479
declared as a constructive or compromised or arranged total | 480
loss or is requisitioned. | 481
18.4 For the purpose of sub-clause 18.3 hereof | 482
(i) the date upon which the Vessel is to be treated as having | 483
been sold or otherwise disposed of shall be the date on | 484
which the Owners cease to be registered as Owners of | 485
the Vessel; | 486
(ii) the Vessel shall not be deemed to be lost unless either | 487
she has become an actual total loss or agreement has | 488
been reached with her underwriters in respect of her | 489
constructive, compromised or arranged total loss or if such | 490
agreement with her underwriters is not reached it is | 491
adjudged by a competent tribunal that a constructive loss | 492
of the Vessel has occurred. | 493
18.5 This Agreement shall terminate forthwith in the event of | 494
an order being made or resolution passed for the winding up, | 495
dissolution, liquidation or bankruptcy of either party (otherwise | 496
than for the purpose of reconstruction or amalgamation) or if a | 497
receiver is appointed, or if it suspends payment, ceases to carry | 498
on business or makes any special arrangement or composition | 499
with its creditors. | 500
18.6 The termination of this Agreement shall be without | 501
prejudice to all rights accrued due between the parties prior to | 502
the date of termination. | 503
18.7 A change of control of either party shall not terminate this | 504
Agreement. | 505
19.Law and Arbitration | 506
19.1 This Agreement shall be governed by and construed in | 507
accordance with English law and any dispute arising out of or | 508
in connection with this Agreement shall be referred to arbitration | 509
in London in accordance with the Arbitration Act 1996 or | 510
any statutory modification or re-enactment thereof save to | 511
the extent necessary to give effect to the provisions of this | 512
Clause. | 513
The arbitration shall be conducted in accordance with the | 514
London Maritime Arbitrators Association (LMAA) Terms | 515
current at the time when the arbitration proceedings are | 516
commenced. | 517
The reference shall be to three arbitrators. A party wishing | 518
to refer a dispute to arbitration shall appoint its arbitrator | 519
and send notice of such appointment in writing to the other | 520
party requiring the other party to appoint its own arbitrator | 521
within 14 calendar days of that notice and stating that it will | 522
appoint its arbitrator as sole arbitrator unless the other party | 523
appoints its own arbitrator and gives notice that it has done | 524
so within the 14 days specified. If the other party does not | 525
appoint its own arbitrator and give notice that it has done so | 526
within the 14 days specified, the party referring a dispute to | 527
arbitration may, without the requirement of any further prior | 528

PART II

notice to the other party, appoint its arbitrator as sole | 529
arbitrator and shall advise the other party accordingly. The | 530
award of a sole arbitrator shall be binding on both parties | 531
as if he had been appointed by agreement. | 532
Nothing herein shall prevent the parties agreeing in writing | 533
to vary these provisions to provide for the appointment of a | 534
sole arbitrator. | 535
In cases where neither the claim nor any counterclaim | 536
exceeds the sum of USD50.000 (or such other sum as the | 537
parties may agree) the arbitration shall be conducted in | 538
accordance with the LMAA Small Claims Procedure current | 539
at the time when the arbitration proceedings are commenced. | 540
19.2 This Agreement shall be governed by and construed | 541
in accordance with Title 9 of the United States Code and | 542
the Maritime Law of the United States and any dispute | 543
arising out of or in connection with this Agreement shall be | 544
referred to three persons at New York, one to be appointed | 545
by each of the parties hereto, and the third by the two so | 546
chosen; their decision or that of any two of them shall be | 547
final, and for the purposes of enforcing any award, | 548
judgement may be entered on an award by any court of | 549
competent jurisdiction. The proceedings shall be conducted | 550
in accordance with the rules of the Society of Maritime | 551
Arbitrators, Inc. | 552
In cases where neither the claim nor any counterclaim | 553

exceeds the sum of USD50,000 (or such other sum as the | 554
parties may agree) the arbitration shall be conducted in | 555
accordance with the Shortened Arbitration Procedure of the | 556
Society of Maritime Arbitrators, Inc. current at the time when | 557
the arbitration proceedings are commenced. | 558
19.3 This Agreement shall be governed by and construed | 559
in accordance with the laws of the place mutually agreed by | 560
the parties and any dispute arising out of or in connection | 561
with this Agreement shall be referred to arbitration at a | 562
mutually agreed place, subject to the procedures applicable | 563
there. | 564
19.4 If Box 18 in Part I is not appropriately filled in, sub- | 565
clause 19.1 of this Clause shall apply. | 566
19.2 Notwithstanding Sub-clause 19.1 above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Agreement. |
i)In the case of a dispute in respect of which arbitration has been commenced under Sub-clause 19.1 above, the following shall apply: |
ii)Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice") calling on the other party to agree to mediation. |
iii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator. |
iv) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties. |
(v) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest. |
(vi) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration. |
(vii) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses. |
(viii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration. |
(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.) |
Note: 19.1. 19.2 and 19.3 are alternatives; indicate | 567
alternative agreed in Box 18. | 568
20.Notices | 569
20.1 Any notice to be given by either party or their agents to the other | 570
party shall be in writing and may be sent by fax, telex, | 571
registered or recorded mail, email or by personal service. | 572
20.2 The address of the Parties for service of such | 573
communication shall be as stated in Boxes 19 and 20, | 574
respectively. | 575
21. Third Party Rights |
Except to the extent provided in Sub-clauses 11.3 (Indemnity) and 11.4 (Himalaya), no third parties may enforce any term of this Agreement. |

ANNEX "A" (DETAILS OF VESSEL OR VESSELS)

Date of Agreement: | [●] |  |
Name of Vessel(s): | M/V GLORIUSHIP |
Particulars of Vessel(s): |  |  |
| Built: | 2004 |
| IMO: | 9266944 |
| GRT: | 87,720 TONS |
| NRT: | 54,606 TONS |
| Length: | 280.46M |
| Breath: | 45.00M |

ANNEX "B" (BUDGET)
Date of Agreement: [●]
Managers Budget in USD for the first year with effect from the Commencement Date of this Agreement: