Exhibit 4.32

PART II
BARECON 2001 Standard Bareboat Charter

  1.
Shipbroker
EPknoT Co., Ltd.
Fearnley Securities AS
2.
Place and date
24th July 2024
  3.
Owners/Place of business (Cl.1)
Onishi Kaiun Co., Ltd. (99% ownership)
1-13-4, Katsuyamacho, Matsuyama-shi, Ehime, Japan
 
Ocean West Shipping S.A. (1% ownership)
80 Broad Str, Monrovia, Republic of Liberia
 
c/o Onishi Kaiun Co., Ltd.
Email:

4.
Bareboat Charterers / Place of business (Cl.1)
Synthesea Maritime Co.
80 Broad Str, Monrovia, Republic of Liberia
 
(guaranteed by United Maritime Corporation, of the Republic of the Marshall Islands)
 
c/o 154 Vouliagmenis Avenue,
16674 Glyfada, Greece
Email:
  5.
Vessel’s name, call sign and flag (Cl. 1 and 3)
MV Ikan Kerapu tbr Synthesea
Call Sign: 5LMI4 (upon delivery)
Flag: Liberia (upon delivery)
  6.
Type of Vessel
 Bulk carrier

7.
GT/NT
41,753/26,057 tons
  8.
When / Where built
2015
Sasebo Heavy Industries Co., Ltd.

9.
Total DWT (abt.) in metric tons on summer freeboard
78,020 tons
  10.
Classification Society (Cl.3)
RINA or other IACS

11.
Date of last special survey by the Vessel’s classification  society
1st February 2020
  12.
Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to (Cl.3)
  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.
14.
Time for delivery (Cl. 4)
1 July 2024 – 9 August 2024 in Charterer’s option
15.
Cancelling date (Cl.5)
9 August 2024
  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
17.
No. of months’ validity of trading and class certificates
upon redelivery (Cl. 15)
minimum 3 months
  18.
Running days’ notice if other than stated in Cl.4
N/A
19.
Frequency of dry-docking (Cl. 10(g))
As required by the Classification Society
  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, USA, EU, Japan, or UK 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 constitutes a breach of UN, USA, EU, Japan, or UK sanctions, then Charterers to undertake to indemnify Owners against all direct losses and costs sustained as a result of such violation.
  21.
Charter period
5 years from delivery
See also Addendum No. 1
 
 
22.
Charter hire (Cl. 11)
See also Clause 45
 
Fixed part: USD136,364 per month; plus
Floating part: (3M CME TERM SOFR + 2.70%) x Loan Outstanding x Number of Days / 360

Loan Outstanding as per Clause 45.
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.
  23.
New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29) (Cl.10 (a)(ii))
N/A
  24.
Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc.
to PART IV
3 month CME TERM SOFR plus 2.70 (two point seventy) percentage points per
annum
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)

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.
PART II
BARECON 2001 Standard Bareboat Charter
  26.
Place of payment; also state beneficiary and bank account (Cl. 11)
THE EHIME BANK, LTD.
Address: 2-1, Katsuyama-cho, Matsuyama-city, Ehime, Japan
Dollar Ordinary a / c no:
Account Name:
Swift Code:


27.
Bank guarantee / bond (sum and place) (Cl. 24) (optional)
N/A
  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)
First priority ship mortgage in favor of THE EHIME BANK, LTD.
Address: 2-1, Katsuyama-cho, Matsuyama-city, Ehime, Japan
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 42
  30.
Additional insurance cover, if any, for Owners’ account limited to (Cl. 13 (b) or, if applicable, Cl. 14(g))
N/A
31.
Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13 (b) or, if applicable, Cl. 14(g))
N/A
  32.
 Latent defects (only to be filled in if period other than stated in
Cl. 3)
N/A
33.
Brokerage commission and to whom payable (Cl. 27)
N/A
  34.
Grace period (state number of clear banking days) (Cl.28)
Five (5) Banking days
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
  36.
War cancellation (indicate countries agreed) (Cl.26 (f))
N/A
  37.
 Newbuilding Vessel (indicate with “yes” or “no” whether PART
III applies) (optional)
No
38.
Name and place of Builders (only to be filled in if PART III applies)
N/A
  39.
Vessel’s Yard Building No. (only to be filled in if PART III applies)
N/A
40.
Date of Building Contract (only to be filled in if PART III applies)
N/A
  41.
 Liquidated damages and costs shall accrue to (state party acc. to Cl. 1
a)
b)
c)
  42.
Hire / Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional)
N/A
43.
Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional)
Yes, in Charterers' option
  44.
Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) (optional)
Liberia
45.
Country of the Underlying Registry (only to be filled in if PART V applies)
Liberia
  46.
Number of additional clauses covering special provisions, if agreed
See Clause 32-49
 
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 and Rider Clauses 32 to 49. 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.
 
Onishi Kaiun Co., Ltd. & Synthesea Maritime Co.
Signature (Owners)
Signature (Charterers)


/s/ Shotaro Onishi
/s/ Stavros Gyftakis


Shotaro Onishi Stavros Gyftakis
Director Director/ Treasurer
 
OCEAN WEST SHIPPING S.A.
Signature (Owners)


/s/ Shotaro Onishi


Shotaro Onishi
  
Director/Secretary  
 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 1
1. Definitions

2
In this Charter, the following terms shall have the

3
meanings hereby assigned to them:

4
“The Owners” shall mean the party identified in Box 3;

5
“The Charterers” shall mean the party identified in Box 4;

6
“The Vessel” shall mean the vessel named in Box 5 and

7
with particulars as stated in Boxes 6 to 12.

8
“Financial Instrument” means the mortgage, deed of

9
covenant or other such financial security instrument as

10
annexed to this Charter and stated in Box 28.
"MOA" means the Memorandum of Agreement entered into between the Owners as buyers and the Charterers as sellers dated 24th July, 2024.

11
"Banking Days" means a day on which banks are open for transaction of business of the nature required by this Charter in Liberia, Tokyo, Piraeus, London and New York.

12
2. Charter Period See also Addendum No. 1

13
In consideration of the hire detailed in Box 22,

14
the Owners have agreed to let and the Charterers have

15
agreed to hire the Vessel for the period stated in Box 21

16
(“The Charter Period”).


17
3. Delivery See also clauses 33, 34 and 35.

18
(not applicable when Part III applies, as indicated in Box 37)

19
(a) The Owners shall before and at the time of delivery

20
exercise due diligence to make the Vessel seaworthy

21
And in every respect ready in hull, machinery and

22
equipment for service under this Charter.

23
The Vessel shall be delivered by the Owners and taken

24
over by the Charterers at the port/berth/anchorage or place indicated in

25
Box 13 in such ready safe berth as the Charterers may

26
direct.

27
(b) The Vessel shall be properly documented on

28
delivery in accordance with the laws of the flag State

29
indicated in Box 5 and the requirements of the

30
classification society stated in Box 10. The Vessel upon

31
delivery shall have her survey cycles up to date and

32
trading and class certificates valid for at least the number

33
of months agreed in Box 12.


34
(c) The delivery of the Vessel by the Owners and the

35
taking over of the Vessel by the Charterers shall

36
constitute a full performance by the Owners of all the

37
Owners’ obligations under this Clause 3, and thereafter

38
the Charterers shall not be entitled to make or assert

39
any claim against the Owners on account of any

40
conditions, representations or warranties expressed or

41
implied with respect to the Vessel. but the Owners shall

42
be liable for the cost of but not the time for repairs or

43
renewals occasioned by latent defects in the Vessel,

44
her machinery or appurtenances, existing at the time of

45
delivery under this Charter, provided such defects have

46
manifested themselves within twelve (12) months after

47
delivery unless otherwise provided in Box 32.
4. Time for Delivery See clause 33

 48
(not applicable when Part III applies, as indicated in Box 37)

49
The Vessel shall not be delivered before the date

50
indicated in Box 14 without the Charterers’ consent and

51
the Owners shall exercise due diligence to deliver the

52
Vessel not later than the date indicated in Box 15.

53
Unless otherwise agreed in Box 18, the Owners shall

54
give the Charterers not less than thirty (30) running days’

55
preliminary and not less than fourteen (14) running days’

56
definite notice of the date on which the Vessel is

57
expected to be ready for delivery.

58
The Owners shall keep the Charterers closely advised

59
of possible changes in the Vessel’s position.


60
5. Cancelling See clause 33

61
(not applicable when Part III applies, as indicated in Box 37)

62
(a) Should the Vessel not be delivered latest by the

63
cancelling date indicated in Box 15, the Charterers shall

64
have the option of cancelling this Charter by giving the

65
Owners notice of cancellation within thirty-six (36)

66
running hours after the cancelling date stated in Box

67
15, failing which this Charter shall remain in full force

68
and effect.


69
(b) If it appears that the Vessel will be delayed beyond

70
the cancelling date, the Owners may, as soon as they

71
are in a position to state with reasonable certainty the

72
day on which the Vessel should be ready, give notice

73
thereof to the Charterers asking whether they will

74
exercise their option of cancelling, and the option must

75
then be declared within one hundred and sixty-eight

76
(168) running hours of the receipt by the Charterers of

77
such notice or within thirty-six (36) running hours after

78
the cancelling date, whichever is the earlier. If the

79
Charterers do not then exercise their option of cancelling,

80
the seventh day after the readiness date stated in the

81
Owners’ notice shall be substituted for the cancelling

82
date indicated in Box 15 for the purpose of this Clause 5.


83
(c) Cancellation under this Clause 5 shall be without

84
prejudice to any claim the Charterers may otherwise

85
have on the Owners under this Charter.


86
6. Trading Restrictions

87
The Vessel shall be employed in lawful trades for the

88
carriage of suitable lawful merchandise within the trading

89
limits indicated in Box 20.

90
The Charterers undertake not to employ the Vessel or

91
suffer the Vessel to be employed otherwise than in

92
conformity with the terms of the contracts of insurance

93
(including any warranties expressed or implied therein)

94
without first obtaining the consent of the insurers to such

95
employment and complying with such requirements as

96
to extra premium or otherwise as the insurers may

97
prescribe.

98
The Charterers also undertake not to employ the Vessel

99
or suffer her employment in any trade or business which

100
is forbidden by the law of any country to which the Vessel

101
may sail or is otherwise illicit or in carrying illicit or

102
prohibited goods or in any manner whatsoever which

103
may render her liable to condemnation, destruction,

104
seizure or confiscation.

105
Notwithstanding any other provisions contained in this

106
Charter it is agreed that nuclear fuels or radioactive

107
products or waste are specifically excluded from the

108
cargo permitted to be loaded or carried under this
 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 109
Charter. This exclusion does not apply to radio-isotopes

110
used or intended to be used for any industrial,

111
commercial, agricultural, medical or scientific purposes

112
provided the Owners’ prior approval has been obtained

113
to loading thereof.
 

 114
7. Surveys on Delivery and Redelivery See clauses 36 and 37

115
(not applicable when Part III applies, as indicated in Box 37)

116
The Owners and Charterers shall each appoint

117
surveyors for the purpose of determining and agreeing

118
in writing the condition of the Vessel at the time of

119
redelivery hereunder. The Owners shall

120
bear all expenses of the On-hire Survey including loss

121
of time, if any, and the Charterers shall bear all expenses

122
of the Off-hire Survey including loss of time, if any, at

123
the daily equivalent to the rate of hire or pro rata thereof.
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. 8. Inspection

 124
The Owners shall, once a year, have the right after giving

125
reasonable notice to the Charterers to inspect or survey

126
the Vessel or instruct a duly authorised surveyor to carry

127
out such survey on their behalf provided it does not interfere with the operation and trading of the Vessel and/or crew:-
 

 128
(a) to ascertain the condition of the Vessel and satisfy

129
themselves that the Vessel is being properly repaired

130
and maintained. The costs and fees for such inspection

131
or survey shall be paid by the Owners unless the Vessel

132
is found to require repairs or maintenance in order to
 
133
achieve the condition so provided;


134
(b) in dry-dock if the Charterers have not dry-docked

135
Her in accordance with Clause 10(g). The costs and fees

136
for such inspection or survey shall be paid by the

137
Charterers; and
 

 138
(c) for any other commercial reason they consider

139
necessary (provided it does not unduly interfere with

140
the commercial operation of the Vessel). The costs and

141
fees for such inspection and survey shall be paid by the

142
Owners.
 

 143
All time used in respect of inspection, survey or repairs

144
shall be for the Charterers’ account and form part of the

145
Charter Period.

146
The Charterers shall also permit the Owners to inspect

147
the Vessel’s log books whenever reasonably requested and shall

148
whenever required by the Owners furnish them with full

149
information regarding any casualties or other accidents

150
or damage to the Vessel.
 

 151
9. Inventories, Oil and Stores

152
A complete inventory of the Vessel’s entire equipment,

153
outfit including spare parts, appliances and of all

154
consumable stores on board the Vessel shall be made

155
by the Charterers in conjunction with the Owners on

156
delivery and again on redelivery of the Vessel. The

157
Charterers and the Owners, respectively, shall at the

158
time of delivery and redelivery take over and pay for all

159
bunkers, lubricating oil, unbroached provisions, paints,

160
ropes and other consumable stores (excluding spare

161
parts) in the said Vessel at the then current market prices

162
at the ports of delivery and redelivery, respectively.  The

163
Charterers shall ensure that all spare parts listed in the

164
inventory and used during the Charter Period are

165
replaced at their expense prior to redelivery of the

166
Vessel.
 

 167
10. Maintenance and Operation

168
(a)(i) Maintenance and Repairs - During the Charter

169
Period the Vessel shall be in the full possession

170
and at the absolute disposal for all purposes of the

171
Charterers and under their complete control in

172
every respect. The Charterers shall maintain the

173
Vessel, her machinery, boilers, appurtenances and

174
spare parts in a good state of repair, in efficient

175
operating condition and in accordance with good

176
commercial maintenance practice and, except as

177
provided for in Clause 14(l), if applicable, at their

178
own expense they shall at all times keep the

179
Vessel’s Class fully up to date with the Classification

180
Society indicated in Box 10 and maintain all other

181
necessary certificates in force at all times.
 

 182
(ii) New Class and Other Safety Requirements - In the

183
event of any improvement, structural changes or

184
new equipment becoming necessary for the

185
continued operation of the Vessel by reason of new

186
class requirements or by compulsory legislation
including but not limited to Ballast Water Treatment System or scrubber, 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.

 
 




 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 187
costing (excluding the Charterers’ loss of time)

188
more than the percentage stated in Box 23, or if

189
Box 23 is left blank, 5 per cent. of the Vessel’s

190
insurance value as stated in Box 29, then the

191
extent, if any, to which the rate of hire shall be varied

192
and the ratio in which the cost of compliance shall

193
be shared between the parties concerned in order

194
to achieve a reasonable distribution thereof as

195
between the Owners and the Charterers having

196
regard, inter alia, to the length of the period

197
remaining under this Charter shall, in the absence

198
of agreement, be referred to the dispute resolution

199
method agreed in Clause 30.
 

 200
(iii) Financial Security - The Charterers shall maintain

201
financial security or responsibility in respect of third

202
party liabilities as required by any government,

203
including federal, state or municipal or other division

204
or authority thereof, to enable the Vessel, without

205
penalty or charge, lawfully to enter, remain at, or

206
leave any port, place, territorial or contiguous

207
waters of any country, state or municipality in

208
performance of this Charter without any delay. This

209
obligation shall apply whether or not such

210
requirements have been lawfully imposed by such

211
government or division or authority thereof.

212
The Charterers shall make and maintain all arrange-

213
ments by bond or otherwise as may be necessary to

214
satisfy such requirements at the Charterers’ sole

215
expense and the Charterers shall indemnify the Owners

216
against all consequences whatsoever (including loss of

217
time) for any failure or inability to do so.
 

 218
(b) Operation of the Vessel - The Charterers shall at

219
their own expense and by their own procurement man,

220
victual, navigate, operate, supply, fuel and, whenever

221
required, repair the Vessel during the Charter Period

222
and they shall pay all charges and expenses of every

223
kind and nature whatsoever incidental to their use and

224
operation of the Vessel under this Charter, including

225
annual flag State fees and any foreign general

226
municipality and/or state taxes. The Master, officers

227
and crew of the Vessel shall be the servants of the Charterers

228
for all purposes whatsoever, even if for any reason

229
appointed by the Owners.

230
Charterers shall comply with the regulations regarding

231
officers and crew in force in the country of the Vessel’s

232
flag or any other applicable law.
 

 233
(c) The Charterers shall keep the Owners and the

234
mortgagee(s) advised of the intended employment,

235
planned dry-docking and major repairs of the Vessel,

236
as reasonably required.
 

 237
(d) Flag and Name of Vessel –The Owners have no right to change the name and the flag of the Vessel during the Charter Period. The Owners have no rights to change the name and the flag of the Vessel during the Charter Period. During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display their

238
funnel insignia and fly their own house flag. The

239
Charterers shall also have the liberty, with the Owners’

240
consent, which shall not be unreasonably withheld or delayed, to

241
change the flag and/or the name of the Vessel and/or Class (to be a member of IACS) during
 


242
the Charter Period and such expense and 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 for Charterer’s account.

243

244

245
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.
 

 246
(e) Changes to the Vessel – Subject to Clause 10(a)(ii),

247
the Charterers shall make no structural changes in the

248
Vessel or changes in the machinery, boilers, appurten-

249
ances or spare parts thereof without in each instance

250
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. If the Owners

251
so agree, the Charterers shall, if the Owners so require,

252
restore the Vessel to its former condition before the

253
termination of this Charter at the Charterer’s account.
 

 254
(f) Use of the Vessel’s Outfit, Equipment and

255
Appliances - The Charterers shall have the use of all

256
outfit, equipment, and appliances on board the Vessel

257
at the time of delivery, provided the same or their

258
substantial equivalent shall be returned to the Owners

259
on redelivery in the same condition as

260
when received, ordinary wear and tear excepted. The

261
Charterers shall from time to time during the Charter

262
Period replace such items of equipment as shall be so

263
damaged or worn as to be unfit for use. The Charterers

264
are to procure that all repairs to or replacement of any

265
damaged, worn or lost parts or equipment be effected

266
in such manner (both as regards workmanship and

267
quality of materials) as not to diminish the value of the

268
Vessel. The Charterers have the right to fit additional

269
equipment at their expense and risk but the Charterers

270
shall remove such equipment at the end of the period if

271
requested by the Owners. Any equipment including radio

272
equipment on hire on the Vessel at time of delivery shall

273
be kept and maintained by the Charterers and the

274
Charterers shall assume the obligations and liabilities

275
of the Owners under any lease contracts in connection

276
therewith and shall reimburse the Owners for all

277
expenses incurred in connection therewith, also for any

278
new equipment required in order to comply with radio

279
regulations.
 

 280
(g) Periodical Dry-Docking - The Charterers shall dry-

281
dock the Vessel and clean and paint her underwater

282
parts whenever the same may be necessary,

283

284

285

286


287
11. Hire

288
(a) The Charterers shall pay hire due to the Owners

289
punctually in accordance with the terms of this Charter

290
in respect of which time shall be of the essence.
 

 291
(b) The Charterers shall pay to the Owners for the hire

292
of the Vessel a lump sum in the amount the rate indicated in

293
Box 22 which shall be payable monthly not later every thirty

294
(30) running days in advance, the first hire lump sum being

295
payable on the date and hour of the Vessel’s delivery to
 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 296
the Charterers. Hire shall be paid continuously

297
throughout the Charter Period.
 

 298
(c) Payment of hire shall be made in cash without

299
discount in the currency and in the manner indicated
 

 300
Box 25 and at the place mentioned in Box 26.

301
(d) Final payment of hire, if for a period of less than

302
one calendar month thirty (30) running days, shall be calculated proportionally

303
according to the number of days and hours remaining

304
before redelivery and advance payment to be effected

305
accordingly.
 

 306
(e) Should the Vessel be lost or missing, hire shall

307
cease from the date and time when she was lost or last

308
heard of. The date upon which the Vessel is to be treated

309
as lost or missing shall be ten (10) days after the Vessel

310
was last reported or when the Vessel is posted as

311
missing by Lloyd’s, whichever occurs first.  Any hire paid

312
in advance to be adjusted accordingly.
 

 313
(f) Any delay in payment of hire shall entitle the

314
Owners to interest at the rate per annum as agreed

315
in Box 24. If Box 24 has not been filled in, the three months

316
Interbank offered rate in London (LIBOR or its successor)

317
for the currency stated in Box 25, as quoted by the British

318
Bankers’ Association (BBA) on the date when the hire

319
fell due, increased by 2 per cent., shall apply.
 

 320
(g) Payment of interest due under sub-clause 11(f)

321
shall be made within seven (7) Banking Days of the date

322
of the Owners’ invoice specifying the amount payable

323
or, in the absence of an invoice, at the time of the next

324
hire payment date.
 

 325
12. Mortgage

326
(only to apply if Box 28 has been appropriately filled in)

327
 *) (a) The Owners warrant that they have not effected

328
any mortgage(s) of the Vessel and that they shall not

329
effect any mortgage(s) without the prior consent of the

330
Charterers, which shall not be unreasonably withheld.
 

 331
*)  (b) The Vessel chartered under this Charter is financed

332
by a mortgage according to the Financial Instrument.

333
The Charterers undertake to comply, and provide such

334
information and documents to enable the Owners to

335
comply, with all such instructions or directions in regard

336
to the employment, insurances, operation, repairs and

337
maintenance of the Vessel as laid down in the Financial

338
Instrument or as may be directed from time to time during

339
the currency of the Charter by the mortgagee(s) in

340
conformity with the Financial Instrument. The Charterers

341
confirm that, for this purpose, they have acquainted

342
themselves with all relevant terms, conditions and

343
provisions of the Financial Instrument and agree to

344
acknowledge this in writing in any form that may be

345
required by the mortgagee(s).
At the reasonable request of the Owner, the Charterers
shall provide such documents and information as the
 Owners reasonably request for their financing purposes.

 346
The Owners warrant that

347
they have not effected any mortgage(s) other than stated

348
in Box 28 and that they shall not agree to any

349
amendment of the mortgage(s) referred to in Box 28 or

350
effect any other mortgage(s) without the prior consent

351
of the Charterers, which shall not be unreasonably

352
withheld.
 

 353
*)  (Optional, Clauses 12(a) and 12(b) are alternatives;

354
indicate alternative agreed in Box 28).

355
13. Insurance and Repairs see also clause 42

356
(a) During the Charter Period the Vessel shall be kept

357
insured by the Charterers at their expense against hull

358
and machinery, war and Protection and Indemnity risks

359
(and any risks against which it is compulsory to insure

360
for the operation of the Vessel, including maintaining

361
financial security in accordance with sub-clause

362
10(a)(iii)) in such form as the Owners shall in writing approve, which approval shall not be unreasonably withheld.
363
Such insurances shall be arranged by the

 364
Charterers to protect the interests of both the Owners

365
and the Charterers and the mortgagee(s) (if any), and

366
The Charterers shall be at liberty to protect under such

367
insurances the interests of any managers they may

368
appoint. Insurance policies shall cover the Owners and

369
the Charterers according to their respective interests.

370
Subject to the provisions of the Financial Instrument, if

371
any, and the approval of the Owners and the insurers,

372
the Charterers shall effect all insured repairs and shall

373
undertake settlement and reimbursement from the

374
insurers of all costs in connection with such repairs as

375
well as insured charges, expenses and liabilities to the

376
extent of coverage under the insurances herein provided

377
for.

378
The Charterers also to remain responsible for and to

379
effect repairs and settlement of costs and expenses

380
incurred thereby in respect of all other repairs not

381
covered by the insurances and/or not exceeding any

382
possible franchise(s) or deductibles provided for in the

383
insurances.

384
All time used for repairs under the provisions of sub-

385
clause 13(a) and for repairs of latent defects according

386
to Clause 3(c) above, including any deviation, shall be

387
for the Charterers’ account.
 

 388
(b)
389
390

 391
The Owners or

392
the Charterers as the case may be shall immediately

393
furnish the other party with particulars of any additional

394
insurance effected, including copies of any cover notes

395
or policies and the written consent of the insurers of

396
any such required insurance in any case where the

397
consent of such insurers is necessary.
 

 398
(c) The Charterers shall upon the request of the

399
Owners, provide reasonable information and promptly execute such

400
documents as may be reasonably required to enable the Owners to

401
comply with the insurance provisions of the Financial

402
Instrument. Cost and time, if any, for Owners’ account.
 

 403
(d) Subject to the provisions of the Financial Instru-

404
ment, if any, should the Vessel become an actual,

405
constructive, compromised or agreed total loss under

406
the insurances required under sub-clause 13(a), all

407
insurance payments for such loss shall be paid in accordance with clause 42 to the

408
Owners who shall distribute the moneys between the

409
Owners and the Charterers according to their respective

410
interests. The Charterers undertake to notify the Owners

411
and the mortgagee(s), if any, of any occurrences in

412
consequence of which the Vessel is likely to become a

413
total loss as defined in this Clause.
 

 414
(e) The Owners shall upon the request of the
 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 415
Charterers, promptly execute such documents as may

416
be required to enable the Charterers to abandon the

417
Vessel to insurers and claim a constructive total loss.
 

 418
(f) For the purpose of insurance coverage against hull

419
and machinery and war risks under the provisions of

420
sub-clause 13(a), the value of the Vessel is the sum

421
indicated in Clause 42.
 

 422
14. Insurance, Repairs and Classification

423
(Optional, only to apply if expressly agreed and stated

424
in Box 29, in which event Clause 13 shall be considered

425
deleted).

426
(a) During the Charter Period the Vessel shall be kept

427
insured by the Owners at their expense against hull and

428
machinery and war risks under the form of policy or

429
policies attached hereto. The Owners and/or insurers

430
shall not have any right of recovery or subrogation

431
against the Charterers on account of loss of or any

432
damage to the Vessel or her machinery or appurt-

433
enances covered by such insurance, or on account of

434
payments made to discharge claims against or liabilities

435
of the Vessel or the Owners covered by such insurance.

436
Insurance policies shall cover the Owners and the

437
Charterers according to their respective interests.
 

 438
(b) During the Charter Period the Vessel shall be kept

439
insured by the Charterers at their expense against

440
Protection and Indemnity risks (and any risks against

441
which it is compulsory to insure for the operation of the

442
Vessel, including maintaining financial security in

443
accordance with sub-clause 10(a)(iii)) in such form as

444
the Owners shall in writing approve which approval shall

445
not be unreasonably withheld.
 

 446
(c) In the event that any act or negligence of the

447
Charterers shall vitiate any of the insurance herein

448
provided, the Charterers shall pay to the Owners all

449
losses and indemnify the Owners against all claims and

450
demands which would otherwise have been covered by

451
such insurance.
 

 452
(d) The Charterers shall, subject to the approval of the

453
Owners or Owners’ Underwriters, effect all insured

454
repairs, and the Charterers shall undertake settlement

455
of all miscellaneous expenses in connection with such

456
repairs as well as all insured charges, expenses and

457
liabilities, to the extent of coverage under the insurances

458
provided for under the provisions of sub-clause 14(a).

459
The Charterers to be secured reimbursement through

460
the Owners’ Underwriters for such expenditures upon

461
presentation of accounts.
 

 462
(e) The Charterers to remain responsible for and to

463
effect repairs and settlement of costs and expenses

464
incurred thereby in respect of all other repairs not

465
covered by the insurances and/or not exceeding any

466
possible franchise(s) or deductibles provided for in the

467
insurances.
 

 468
(f) All time used for repairs under the provisions of

469
sub-clauses 14(d) and 14(e) and for repairs of latent

470
defects according to Clause 3 above, including any

471
deviation, shall be for the Charterers’ account and shall

472
form part of the Charter Period.

473
The Owners shall not be responsible for any expenses

474
as are incident to the use and operation of the Vessel

475
for such time as may be required to make such repairs.
 

 476
(g) If the conditions of the above insurances permit

477
additional insurance to be placed by the parties such

478
cover shall be limited to the amount for each party set

479
out in Box 30 and Box 31, respectively. The Owners or

480
the Charterers as the case may be shall immediately
 

 481
furnish the other party with particulars of any additional

482
insurance effected, including copies of any cover notes

483
or policies and the written consent of the insurers of

484
any such required insurance in any case where the

485
consent of such insurers is necessary.
 

 486
(h) Should the Vessel become an actual, constructive,

487
compromised or agreed total loss under the insurances

488
required under sub-clause 14(a), all insurance payments

489
for such loss shall be paid to the Owners, who shall

490
distribute the moneys between themselves and the

491
Charterers according to their respective interests.
 

 492
(i) If the Vessel becomes an actual, constructive,

493
compromised or agreed total loss under the insurances

494
arranged by the Owners in accordance with sub-clause

495
14(a), this Charter shall terminate as of the date of such

496
loss.
 

 497
(j) The Charterers shall upon the request of the

498
Owners, promptly execute such documents as may be

499
required to enable the Owners to abandon the Vessel

500
to the insurers and claim a constructive total loss.
 

 501
(k) For the purpose of insurance coverage against hull

502
and machinery and war risks under the provisions of

503
sub-clause 14(a), the value of the Vessel is the sum

504
indicated in Box 29.
 

 505
(l) Notwithstanding anything contained in sub-clause

506
10(a), it is agreed that under the provisions of Clause

507
14, if applicable, the Owners shall keep the Vessel’s

508
Class fully up to date with the Classification Society

509
indicated in Box 10 and maintain all other necessary

510
certificates in force at all times.
 

 511
15. Redelivery

512
At the expiration of the Charter Period the Vessel shall

513
be redelivered by the Charterers to the Owners at a

514
safe and ice-free port or place as indicated in Box 16, in

515
such ready safe berth as the Charterers may direct. The

516
Charterers shall give the Owners not less than thirty

517
(30) running days’ preliminary notice of expected date,

518
range of ports of redelivery or port or place of redelivery

519
and not less than fourteen (14) running days’ definite

520
notice of expected date and port or place of redelivery.

521
Any changes thereafter in the Vessel’s position shall be

522
notified immediately to the Owners.

523
The Charterers warrant that they will not permit the

524
Vessel to commence a voyage (including any preceding

525
ballast voyage) which cannot reasonably be expected

526
to be completed in time to allow redelivery of the Vessel

527
within the Charter Period.  Notwithstanding the above,

528
should the Charterers fail to redeliver the Vessel within

529
the Charter Period, the Charterers shall pay the daily

530
equivalent of the rate of hire that arises from Box 22 (USD 4,545.47) plus 10 per cent. or to the market rate, whichever is the higher,
531

 532
for the number of days by which the Charter Period is

533
exceeded.  All other terms, conditions and provisions of

534
this Charter shall continue to apply.

535
Subject to the provisions of Clause 10, the Vessel shall

536
be redelivered to the Owners in the same

537
condition and class as that in which she

538
was delivered, fair wear and tear not affecting class

539
excepted.
 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 540
The Vessel upon redelivery shall have her survey cycles

541
up to date and trading and class certificates valid for at

542
least the number of months agreed in Box 17.


543
16. Non-Lien

544
The Charterers will not suffer, nor permit to be continued,

545
any lien or encumbrance incurred by them or their

546
agents, which might have priority over the title and

547
interest of the Owners in the Vessel.
548
549
550
551
552
553
554
555
 

 556
17. Indemnity

557
(a) The Charterers shall indemnify the Owners against

558
any loss, damage or expense incurred by the Owners

559
arising out of or in relation to the operation of the Vessel

560
by the Charterers, and against any lien of whatsoever

561
nature arising out of an event occurring during the

562
Charter Period.  If the Vessel be arrested or otherwise

563
detained by reason of claims or liens arising out of her

564
operation hereunder by the Charterers, the Charterers

565
shall at their own expense take all reasonable steps to

566
secure that within a reasonable time the Vessel is

567
released, including the provision of bail.

568
Without prejudice to the generality of the foregoing, the

569
Charterers agree to indemnify the Owners against all

570
consequences or liabilities arising from the Master,

571
officers or agents signing Bills of Lading or other

572
documents.
 

 573
(b) If the Vessel be arrested or otherwise detained by

574
reason of a claim or claims against the Owners, the

575
Owners shall at their own expense take all necessary

576
steps to secure that, within a reasonable time,  the Vessel

577
is released, including the provision of bail.

578
In such circumstances the Owners shall indemnify the

579
Charterers against any loss, damage or expense

580
incurred by the Charterers (including hire paid under

581
this Charter) as a direct consequence of such arrest or

582
detention.
 

 583
18. Lien

584
The Owners to have a lien upon all cargoes, sub-hires

585
and sub-freights belonging or due to the Charterers or

586
any sub-charterers and any Bill of Lading freight for all

587
claims under this Charter, and the Charterers to have a

588
lien on the Vessel for all moneys paid in advance and

589
not earned.
 

 590
19. Salvage

591
All salvage and towage performed by the Vessel shall

592
be for the Charterers’ benefit and the cost of repairing

593
damage occasioned thereby shall be borne by the

594
Charterers.
 

 595
20. Wreck Removal

596
In the event of the Vessel becoming a wreck or

597
obstruction to navigation the Charterers shall indemnify

598
the Owners against any sums whatsoever which the

599
Owners shall become liable to pay and shall pay in

600
consequence of the Vessel becoming a wreck or

601
obstruction to navigation.

602
21. General Average

603
The Owners shall not contribute to General Average.
 

 604
22. Assignment, Sub-Charter and Sale see also clause 38

605
(a) The Charterers shall not assign this Charter nor

606
sub-charter the Vessel on a bareboat basis (internal bareboat charters excluded) except with

607
the prior consent in writing of the Owners, which shall

608
not be unreasonably withheld or delayed, and subject to such terms

609
and conditions as the Owners shall approve.

610
(b) see clauses 39The Owners shall not sell the  Vessel during the

611
currency of this Charter except with the prior written

612
consent of the Charterers, which shall not be unreason-

613
ably withheld, and subject to the buyer accepting an

614
assignment of this Charter.

615
23. Contracts of Carriage

616
*)  (a) The Charterers are to procure that all documents

617
issued during the Charter Period evidencing the terms

618
and conditions agreed in respect of carriage of goods

619
shall contain a paramount clause incorporating any

620
legislation relating to carrier’s liability for cargo

621
compulsorily applicable in the trade; if no such legislation

622
exists, the documents shall incorporate the Hague Rules or  Hague-Visby

623
Rules. The documents shall also contain the New Jason

624
Clause and the Both-to-Blame Collision Clause.
 

 625
*) (b) The Charterers are to procure that all passenger

626
tickets issued during the Charter Period for the carriage

627
of passengers and their luggage under this Charter shall

628
contain a paramount clause incorporating any legislation

629
relating to carrier’s liability for passengers and their

630
luggage compulsorily applicable in the trade; if no such

631
legislation exists, the passenger tickets shall incorporate

632
the Athens Convention Relating to the Carriage of

633
Passengers and their Luggage by Sea, 1974, and any

634
protocol thereto.

635
*)  Delete as applicable.
 

 636
24. Bank Guarantee

637
(Optional, only to apply if Box 27 filled in)

638
The Charterers undertake to furnish, before delivery of

639
the Vessel, a first class bank guarantee or bond in the

640
sum and at the place as indicated in Box 27 as guarantee

641
for full performance of their obligations under this

642
Charter.
 

 643
25. Requisition/Acquisition

644
(a) In the event of the Requisition for Hire of the Vessel

645
by any governmental or other competent authority

646
(hereinafter referred to as “Requisition for Hire”)

647
irrespective of the date during the Charter Period when

648
“Requisition for Hire” may occur and irrespective of the

649
length thereof and whether or not it be for an indefinite

650
or a limited period of time, and irrespective of whether it

651
may or will remain in force for the remainder of the

652
Charter Period, this Charter shall not be deemed thereby

653
or thereupon to be frustrated or otherwise terminated

654
and the Charterers shall continue to pay the stipulated
 

 655
hire in the manner provided by this Charter until the time

656
when the Charter would have terminated pursuant to

657
any of the provisions hereof always provided however

658
that in the event of “Requisition for Hire” any Requisition

659
Hire or compensation received or receivable by the

660
Owners shall be payable to the Charterers during the

661
remainder of the Charter Period or the period of the
 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 662
“Requisition for Hire” whichever be the shorter.
 

 663
(b) In the event of the Owners being deprived of their

664
ownership in the Vessel by any Compulsory Acquisition

665
of the Vessel or requisition for title by any governmental

666
or other competent authority (hereinafter referred to as

667
“Compulsory Acquisition”), then, irrespective of the date

668
during the Charter Period when “Compulsory Acqui-

669
sition” may occur, this Charter shall be deemed

670
terminated as of the date of such “Compulsory

671
Acquisition”. In such event Charter Hire to be considered

672
as earned and to be paid up to the date and time of

673
such “Compulsory Acquisition”.
 

 674
26. War

675
(a) For the purpose of this Clause, the words “War

676
Risks” shall include any war (whether actual or

677
threatened), act of war, civil war, hostilities, revolution,

678
rebellion, civil commotion, warlike operations, the laying

679
of mines (whether actual or reported), acts of piracy,

680
acts of terrorists, acts of hostility or malicious damage,

681
blockades (whether imposed against all vessels or

682
imposed selectively against vessels of certain flags or

683
ownership, or against certain cargoes or crews or

684
otherwise howsoever), by any person, body, terrorist or

685
political group, or the Government of any state

686
whatsoever, which may be dangerous or are likely to be

687
or to become dangerous to the Vessel, her cargo, crew

688
or other persons on board the Vessel.
 

 689
(b) The Vessel, unless the written consent of the

690
Owners be first obtained, shall not continue to or go

691
through any port, place, area or zone (whether of land

692
or sea), or any waterway or canal, where it reasonably

693
appears that the Vessel, her cargo, crew or other

694
persons on board the Vessel, in the reasonable

695
judgement of the Owners, may be, or are likely to be,

696
exposed to War Risks. Should the Vessel be within any

697
such place as aforesaid, which only becomes danger-

698
ous, or is likely to be or to become dangerous, after her

699
entry into it, the Owners shall have the right to require

700
the Vessel to leave such area.
 

 701
(c) The Vessel shall not load contraband cargo, or to

702
pass through any blockade, whether such blockade be

703
imposed on all vessels, or is imposed selectively in any

704
way whatsoever against vessels of certain flags or

705
ownership, or against certain cargoes or crews or

706
otherwise howsoever, or to proceed to an area where

707
she shall be subject, or is likely to be subject to

708
a belligerent’s right of search and/or confiscation.
 

 709
(d) If the insurers of the war risks insurance, when

710
Clause 14 is applicable, should require payment of

711
premiums and/or calls because, pursuant to the

712
Charterers’ orders, the Vessel is within, or is due to enter

713
and remain within, any area or areas which are specified

714
by such insurers as being subject to additional premiums

715
because of War Risks, then such premiums and/or calls

716
shall be reimbursed by the Charterers to the Owners at

717
the same time as the next payment of hire is due.


718
(e) The Charterers shall have the liberty:

719
(i) to comply with all orders, directions, recommend-

720
ations or advice as to departure, arrival, routes,

721
sailing in convoy, ports of call, stoppages,

722
destinations, discharge of cargo, delivery, or in any

723
other way whatsoever, which are given by the

724
Government of the Nation under whose flag the

725
Vessel sails, or any other Government, body or

726
group whatsoever acting with the power to compel

727
compliance with their orders or directions;
 

 728
(ii) to comply with the orders, directions or recom-

729
mendations of any war risks underwriters who have

730
the authority to give the same under the terms of

731
the war risks insurance;
 

 732
(iii) to comply with the terms of any resolution of the

733
Security Council of the United Nations, any

734
directives of the European Community, the effective

735
orders of any other Supranational body which has

736
the right to issue and give the same, and with

737
national laws aimed at enforcing the same to which

738
the Owners are subject, and to obey the orders

739
and directions of those who are charged with their

740
enforcement.
 

 741
(f) In the event of outbreak of war (whether there be a

742
declaration of war or not) (i) between any two or more

743
of the following countries: the United States of America;

744
Russia; the United Kingdom; France; and the People’s

745
Republic of China, (ii) between any two or more of the

746
countries stated in Box 36, both the Owners and the

747
Charterers shall have the right to cancel this Charter,

748
whereupon the Charterers shall redeliver the Vessel to

749
the Owners in accordance with Clause 15, if the Vessel

750
has cargo on board after discharge thereof at

751
destination, or if debarred under this Clause from

752
reaching or entering it at a near, open and safe port as

753
directed by the Owners, or if the Vessel has no cargo

754
on board, at the port at which the Vessel then is or if at

755
sea at a near, open and safe port as directed by the

756
Owners. In all cases hire shall continue to be paid in

757
accordance with Clause 11 and except as aforesaid all

758
other provisions of this Charter shall apply until

759
redelivery.
 

 760
27. Commission

761
The Owners to pay a commission at the rate indicated

762
in Box 33 to the Brokers named in Box 33 on any hire

763
paid under the Charter. If no rate is indicated in Box 33,

764
the commission to be paid by the Owners shall cover

765
the actual expenses of the Brokers and a reasonable

766
fee for their work.

767
If the full hire is not paid owing to breach of the Charter

768
by either of the parties the party liable therefor shall

769
indemnify the Brokers against their loss of commission.

770
Should the parties agree to cancel the Charter, the

771
Owners shall indemnify the Brokers against any loss of

772
commission but in such case the commission shall not

773
exceed the brokerage on one year’s hire.
 

 774
28. Termination

775
(a) Charterers’ Default

776
The Owners shall be entitled to withdraw the Vessel from

777
the service of the Charterers and terminate the Charter

778
with immediate effect by written notice to the Charterers if:
 

 779
(i) the Charterers fail to pay hire in accordance with

780
Clause 11.  However, where there is a failure to
 

 781
make punctual payment of hire due to oversight,

782
negligence, errors or omissions on the part of the

783
Charterers or their bankers, the Owners shall give

784
the Charterers written notice of the number of clear

785
Banking days stated in Box 34 (as recognised at

786
the agreed place of payment) in which to rectify

787
the failure, and when so rectified within such

788
number of days following the Owners’ notice, the
 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 789
payment shall stand as regular and punctual.

790
Failure by the Charterers to pay hire within the

791
number of days stated in Box 34 of their receiving

792
the Owners’ notice as provided herein, shall entitle

793
the Owners to withdraw the Vessel from the service

794
of the Charterers and terminate the Charter without

795
further notice;
 

 796
(ii) the Charterers fail to comply with the requirements of:

797
(1) Clause 6 (Trading Restrictions)
 

 798
(2) Clause 13(a) (Insurance and Repairs)

799
provided that the Owners may, by

800
written notice to the Charterers, give the

801
Charterers a specified number of days grace within

802
which to rectify the failure without prejudice to the

803
Owners’ right to withdraw and terminate under this

804
Clause if the Charterers fail to comply with such

805
notice;
 

 806
(iii) the Charterers fail to rectify any failure to comply

807
with the requirements of sub-clause 10(a)(i)

808
(Maintenance and Repairs) within a reasonable time

809
after the Owners have requested them in

810
writing so to do and in any event so that the Vessel’s

811
insurance cover is not prejudiced.
812
 

 813
(b) Owners’ Default

814
If the Owners shall by any act or omission be in breach

815
of their obligations under this Charter to the extent that

816
the Charterers are deprived of the use of the Vessel

817
and such breach continues for a period of fourteen (14)

818
running days after written notice thereof has been given

819
by the Charterers to the Owners, the Charterers shall

820
be entitled to terminate this Charter with immediate effect

821
by written notice to the Owners.
 

 822
(c) Loss of Vessel See clause 42

823
This Charter shall be deemed to be terminated if the

824
Vessel becomes a total loss or is declared as a

825
constructive or compromised or arranged total loss.  For

826
the purpose of this sub-clause, the Vessel shall not be

827
deemed to be lost unless she has either become an

828
actual total loss or agreement has been reached with

829
her underwriters in respect of her constructive,

830
compromised or arranged total loss or if such agreement

831
with her underwriters is not reached it is adjudged by a

832
competent tribunal that a constructive loss of the Vessel

833
has occurred.
 

 834
(d) Either party shall be entitled to terminate this

835
Charter with immediate effect by written notice to the

836
other party in the event of an order being made or

837
resolution passed for the winding up, dissolution,

838
liquidation or bankruptcy of the other party (otherwise

839
than for the purpose of reconstruction or amalgamation)

840
or if a receiver is appointed, or if it suspends payment,

841
ceases to carry on business or makes any special

842
arrangement or composition with its creditors.
 

 843
(e) The termination of this Charter shall be without

844
prejudice to all rights accrued due between the parties

845
prior to the date of termination and to any claim that

846
either party might have. 
 

 847
29. Repossession

848
In the event of the termination of this Charter in

849
accordance with the applicable provisions of Clause 28,

850
the Owners shall have the right to repossess the Vessel

851
from the Charterers at her current or next port of call, or

852
at a port or place convenient to them without hindrance

853
or interference by the Charterers, courts or local

854
authorities.  Pending physical repossession of the Vessel

855
in accordance with this Clause 29, the Charterers shall

856
hold the Vessel as gratuitous bailee only to the Owners.

857
The Owners shall arrange for an authorised represent-

858
ative to board the Vessel as soon as reasonably

859
practicable following the termination of the Charter.  The

860
Vessel shall be deemed to be repossessed by the

861
Owners from the Charterers upon the boarding of the

862
Vessel by the Owners’ representative.  All arrangements

863
and expenses relating to the settling of wages,

864
disembarkation and repatriation of the Charterers’

865
Master, officers and crew shall be the sole responsibility

866
of the Charterers.
 

 867
30. Dispute Resolution

868
 *) (a) This Contract shall be governed by and construed

869
in accordance with English law and any dispute arising

870
out of or in connection with this Contract shall be referred

871
to arbitration in London in accordance with the Arbitration

872
Act 1996 or any statutory modification or re-enactment

873
thereof save to the extent necessary to give effect to

874
the provisions of this Clause.

875
The arbitration shall be conducted in accordance with

876
the London Maritime Arbitrators Association (LMAA)

877
Terms current at the time when the arbitration proceed-

878
ings are commenced.

879
The reference shall be to three arbitrators.  A party

880
wishing to refer a dispute to arbitration shall appoint its

881
arbitrator and send notice of such appointment in writing

882
to the other party requiring the other party to appoint its

883
own arbitrator within 14 calendar days of that notice and

884
stating that it will appoint its arbitrator as sole arbitrator

885
unless the other party appoints its own arbitrator and

886
gives notice that it has done so within the 14 days

887
specified.  If the other party does not appoint its own

888
arbitrator and give notice that it has done so within the

889
14 days specified, the party referring a dispute to

890
arbitration may, without the requirement of any further

891
prior notice to the other party, appoint its arbitrator as

892
sole arbitrator and shall advise the other party

893
accordingly. The award of a sole arbitrator shall be

894
binding on both parties as if he had been appointed by

895
agreement.

896
Nothing herein shall prevent the parties agreeing in

897
writing to vary these provisions to provide for the

898
appointment of a sole arbitrator.

899
In cases where neither the claim nor any counterclaim

900
exceeds the sum of US$100,000 (or such other sum as

901
the parties may agree) the arbitration shall be conducted

902
in accordance with the LMAA Small Claims Procedure

903
current at the time when the arbitration proceedings are

904
commenced.
 
  905
*) (b) This Contract shall be governed by and construed

906
in accordance with Title 9 of the United States Code

907
and the Maritime Law of the United States and  any

908
dispute  arising out of or in connection with this Contract

909
shall be referred to three persons at New York, one to

910
be appointed by each of the parties hereto, and the third

911
by the two so chosen; their decision or that of any two

912
of them shall be final, and for the purposes of enforcing

913
any award, judgement may be entered on an award by

914
any court of competent jurisdiction.  The proceedings

915
shall be conducted in accordance with the rules of the

916
Society of Maritime Arbitrators, Inc.

917
In cases where neither the claim nor any counterclaim

 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 918
exceeds the sum of US$50,000 (or such other sum as

919
the parties may agree) the arbitration shall be conducted

920
in accordance with the Shortened Arbitration Procedure

921
of the Society of Maritime Arbitrators, Inc.  current at

922
the time when the arbitration proceedings are commenced.
 
923
 *) (c) This Contract shall be governed by and construed

924
in accordance with the laws of the place mutually agreed

925
by the parties and any dispute arising out of or in

926
connection with this Contract shall be referred to

927
arbitration at a mutually agreed place, subject to the

928
procedures applicable there.
 

 929
(d) Notwithstanding (a), (b) or (c) above, the parties

930
may agree at any time to refer to mediation any

931
difference and/or dispute arising out of or in connection

932
with this Contract.

933
In the case of a dispute in respect of which arbitration

934
has been commenced under (a), (b) or (c) above, the

935
following shall apply:-
 

 936
(i) Either party may at any time and from time to time

937
elect to refer the dispute or part of the dispute to

938
mediation by service on the other party of a written

939
notice (the “Mediation Notice”) calling on the other

940
party to agree to mediation.
 

 941
(ii) The other party shall thereupon within 14 calendar

942
days of receipt of the Mediation Notice confirm that

943
they agree to mediation, in which case the parties

944
shall thereafter agree a mediator within a further

945
14 calendar days, failing which on the application

946
of either party a mediator will be appointed promptly

947
by the Arbitration Tribunal (“the Tribunal”) or such

948
person as the Tribunal may designate for that

949
purpose.  The mediation shall be conducted in such

950
place and in accordance with such procedure and
 

 951
on such terms as the parties may agree or, in the

952
event of disagreement, as may be set by the

953
mediator.
 

 954
(iii) If the other party does not agree to mediate, that

955
fact may be brought to the attention of the Tribunal

956
and may be taken into account by the Tribunal when

957
allocating the costs of the arbitration as between

958
the parties.
 

 959
(iv) The mediation shall not affect the right of either

960
party to seek such relief or take such steps as it

961
considers necessary to protect its interest.
 

 962
(v) Either party may advise the Tribunal that they have

963
agreed to mediation. The arbitration procedure shall

964
continue during the conduct of the mediation but

965
the Tribunal may take the mediation timetable into

966
account when setting the timetable for steps in the

967
arbitration.
 

 968
(vi) Unless otherwise agreed or specified in the

969
mediation terms, each party shall bear its own costs

970
incurred in the mediation and the parties shall share

971
equally the mediator’s costs and expenses.
 

 972
(vii) The mediation process shall be without prejudice

973
and confidential and no information or documents

974
disclosed during it shall be revealed to the Tribunal

975
except to the extent that they are disclosable under

976
the law and procedure governing the arbitration.

977
(Note: The parties should be aware that the mediation

978
process may not necessarily interrupt time limits.)
 
  979
(e) If Box 35 in Part I is not appropriately filled in, sub-clause

980
30(a) of this Clause shall apply. Sub-clause 30(d) shall

981
apply in all cases.
  982
*) Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

983
indicate alternative agreed in Box 35.
 

 984
31. Notices

985
(a) Any notice to be given by either party to the other

986
party shall be in writing and may be sent by e-mail,

987
registered or recorded mail or by personal service.
 

 988
(b) The address of the Parties for service of such

989
communication shall be as stated in Boxes 3 and 4

990
respectively.
 
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.
PART II
BARECON 2001 Standard Bareboat Charter

 1
Specifications and Building Contract

2
(a) The Vessel shall be constructed in accordance with

3
the Building Contract (hereafter called “the Building

4
Contract”) as annexed to this Charter, made between the

5
Builders and the Owners and in accordance with the

6
specifications and plans annexed thereto, such Building

7
Contract, specifications and plans having been counter-

8
signed as approved by the Charterers.
 

 9
(b) No change shall be made in the Building Contract or

10
in the specifications or plans of the Vessel as approved by

11
the Charterers as aforesaid, without the Charterers’

12
consent.
 

 13
(c) The Charterers shall have the right to send their

14
representative to the Builders’ Yard to inspect the Vessel

15
during the course of her construction to satisfy themselves

16
that construction is in accordance with such approved

17
specifications and plans as referred to under sub-clause

18
(a) of this Clause.
 

 19
(d) The Vessel shall be built in accordance with the

20
Building Contract and shall be of the description set out

21
therein. Subject to the provisions of sub-clause 2(c)(ii)

22
hereunder, the Charterers shall be bound to accept the

23
Vessel from the Owners, completed and constructed in

24
accordance with the Building Contract, on the date of

25
delivery by the Builders.  The Charterers undertake that

26
having accepted the Vessel they will not thereafter raise

27
any claims against the Owners in respect of the Vessel’s

28
performance or specification or defects, if any.

29
Nevertheless, in respect of any repairs, replacements or

30
defects which appear within the first 12 months from

31
delivery by the Builders, the Owners shall endeavour to

32
compel the Builders to repair, replace or remedy any defects

33
or to recover from the Builders any expenditure incurred in

34
carrying out such repairs, replacements or remedies.

35
However, the Owners’ liability to the Charterers shall be

36
limited to the extent the Owners have a valid claim against

37
the Builders under the guarantee clause of the Building

38
Contract (a copy whereof has been supplied to the

39
Charterers). The Charterers shall be bound to accept such

40
sums as the Owners are reasonably able to recover under

41
this Clause and shall make no further claim on the Owners

42
for the difference between the amount(s) so recovered and

43
the actual expenditure on repairs, replacement or

44
remedying defects or for any loss of time incurred.

45
Any liquidated damages for physical defects or deficiencies

46
shall accrue to the account of the party stated in Box 41(a)

47
or if not filled in shall be shared equally between the parties.

48
The costs of pursuing a claim or claims against the Builders

49
under this Clause (including any liability to the Builders)

50
shall be borne by the party stated in Box 41(b) or if not

51
filled in shall be shared equally between the parties.
 

 52
2. Time and Place of Delivery

53
(a) Subject to the Vessel having completed her

54
acceptance trials including trials of cargo equipment in

55
accordance with the Building Contract and specifications

56
to the satisfaction of the Charterers, the Owners shall give

57
and the Charterers shall take delivery of the Vessel afloat

58
when ready for delivery and properly documented at the

59
Builders’ Yard or some other safe and readily accessible

60
dock, wharf or place as may be agreed between the parties

61
hereto and the Builders. Under the Building Contract the
 
62
Builders have estimated that the Vessel will be ready for

63
delivery to the Owners as therein provided but the delivery

64
date for the purpose of this Charter shall be the date when

65
the Vessel is in fact ready for delivery by the Builders after

66
completion of trials whether that be before or after as

67
indicated in the Building Contract. The Charterers shall not

68
be entitled to refuse acceptance of delivery of the Vessel

69
and upon and after such acceptance, subject to Clause

70
1(d), the Charterers shall not be entitled to make any claim

71
against the Owners in respect of any conditions,

72
representations or warranties, whether express or implied,

73
as to the seaworthiness of the Vessel or in respect of delay

74
in delivery.
 

 75
(b) If for any reason other than a default by the Owners

76
under the Building Contract, the Builders become entitled

77
under that Contract not to deliver the Vessel to the Owners,

78
the Owners shall upon giving to the Charterers written

79
notice of Builders becoming so entitled, be excused from

80
giving delivery of the Vessel to the Charterers and upon

81
receipt of such notice by the Charterers this Charter shall

82
cease to have effect.
 

 83
(c) If for any reason the Owners become entitled under

84
the Building Contract to reject the Vessel the Owners shall,

85
before exercising such right of rejection, consult the

86
Charterers and thereupon
 

 87
(i) if the Charterers do not wish to take delivery of the Vessel

88
they shall inform the Owners within seven (7) running days

89
by notice in writing and upon receipt by the Owners of such

90
notice this Charter shall cease to have effect; or
 

 91
(ii) if the Charterers wish to take delivery of the Vessel

92
they may by notice in writing within seven (7) running days

93
require the Owners to negotiate with the Builders as to the

94
terms on which delivery should be taken and/or refrain from

95
exercising their right to rejection and upon receipt of such

96
notice the Owners shall commence such negotiations and/

97
or take delivery of the Vessel from the Builders and deliver

98
her to the Charterers;
 

 99
(iii) in no circumstances shall the Charterers be entitled to

100
reject the Vessel unless the Owners are able to reject the

101
Vessel from the Builders;
 

 102
(iv) if this Charter terminates under sub-clause (b) or (c) of

103
this Clause, the Owners shall thereafter not be liable to the

104
Charterers for any claim under or arising out of this Charter

105
or its termination.
 

 106
(d) Any liquidated damages for delay in delivery under the

107
Building Contract and any costs incurred in pursuing a claim

108
therefor shall accrue to the account of the party stated in

109
Box 41(c) or if not filled in shall be shared equally between

110
the parties.
 

 111
3. Guarantee Works

112
If not otherwise agreed, the Owners authorise the

113
Charterers to arrange for the guarantee works to be

114
performed in accordance with the building contract terms,

115
and hire to continue during the period of guarantee works.

116
The Charterers have to advise the Owners about the

117
performance to the extent the Owners may request.
 

 118
4. Name of Vessel

119
The name of the Vessel shall be mutually agreed between

120
the Owners and the Charterers and the Vessel shall be
 
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.
PART III
PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY
(Optional, only to apply if expressly agreed and stated in Box 37)

 121
painted in the colours, display the funnel insignia and fly

122
the house flag as required by the Charterers.
 

 123
5. Survey on Redelivery

124
The Owners and the Charterers shall appoint surveyors

125
for the purpose of determining and agreeing in writing the

126
condition of the Vessel at the time of re-delivery.

127
Without prejudice to Clause 15 (Part II), the Charterers
 
128
shall bear all survey expenses and all other costs, if any,

129
including the cost of docking and undocking, if required,

130
as well as all repair costs incurred. The Charterers shall

131
also bear all loss of time spent in connection with any

132
docking and undocking as well as repairs, which shall be

133
paid at the rate of hire per day or pro rata.
 
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.
PART V
 PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A
BAREBOAT CHARTER REGISTRY

 1
On expiration of this Charter and provided the  Charterers

2
have fulfilled their obligations according to Part I and II

3
as well as Part III, if applicable, it is agreed, that on

4
payment of the final payment of hire as per Clause 11

5
the Charterers have purchased the Vessel with

6
everything belonging to her and the Vessel is fully paid

7
for.

8
In the following paragraphs the Owners are referred to

9
as the Sellers and the Charterers as the Buyers.

10
The Vessel shall be delivered by the Sellers and taken

11
over by the Buyers on expiration of the Charter.

12
The Sellers guarantee that the Vessel, at the time of

13
delivery, is free from all encumbrances and maritime

14
liens or any debts whatsoever other than those arising

15
from anything done or not done by the Buyers or any

16
existing mortgage agreed not to be paid off by the time

17
of delivery. Should any claims, which have been incurred

18
prior to the time of delivery be made against the Vessel,

19
the Sellers hereby undertake to indemnify the Buyers

20
against all consequences of such claims to the extent it

21
can be proved that the Sellers are responsible for such

22
claims. Any taxes, notarial, consular and other charges

23
and expenses connected with the purchase and

24
registration under Buyers’ flag, shall be for Buyers’

25
account. Any taxes, consular and other charges and

26
expenses connected with closing of the Sellers’ register,
 
27
shall be for Sellers’ account.

28
In exchange for payment of the last month’s hire

29
instalment the Sellers shall furnish the Buyers with a

30
Bill of Sale duly attested and legalized, together with a

31
certificate setting out the registered encumbrances, if

32
any. On delivery of the Vessel the Sellers shall provide

33
for deletion of the Vessel from the Ship’s Register and

34
deliver a certificate of deletion to the Buyers.

35
The Sellers shall, at the time of delivery, hand to the

36
Buyers all classification certificates (for hull, engines,

37
anchors, chains, etc.), as well as all plans which may

38
be in Sellers’ possession.

39
The Wireless Installation and Nautical Instruments,

40
unless on hire, shall be included in the sale without any

41
extra payment.

42
The Vessel with everything belonging to her shall be at

43
Sellers’ risk and expense until she is delivered to the

44
Buyers, subject to the conditions of this Contract and

45
the Vessel with everything belonging to her shall be

46
delivered and taken over as she is at the time of delivery,

47
after which the Sellers shall have no responsibility for

48
possible faults or deficiencies of any description.

49
The Buyers undertake to pay for the repatriation of the

50
Master, officers and other personnel if appointed by the

51
Sellers to the port where the Vessel entered the Bareboat

52
Charter as per Clause 3 (Part II) or to pay the equivalent

53
cost for their journey to any other place.
 
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
If the Vessel chartered under this Charter is registered
in a Bareboat Charter Registry as stated in Box 44, and
if the Owners shall default in the payment of any amounts
due under the mortgage(s) specified in Box 28, the
Charterers shall, if so required by the mortgagee, direct
the Owners to re-register the Vessel in the Underlying
Registry as shown in Box 45.

 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 49
to be deemed incorporated to the
Bareboat Charter Party
Dated 24th July 2024
(the "Charter")
Between
Synthesea Maritime Co. (guaranteed by United Maritime Corporation) as Charterers
and Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A. as Owners
in respect of the vessel MV “Ikan Kerapu” tbr “Synthesea”

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 49 to the Barecon 2001 bareboat charter dated 24th July 2024.

“Charter” means the Barecon 2001 bareboat charter dated 24th July 2024 and these Additional Clauses.

“Charterers’ Guarantor” means United Maritime Corporation.

“Charter Hire” means the charter hire as per Box 22, Clause 11 and Clause 45.

“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 45.

“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 THE EHIME BANK, LTD., 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 Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A..

“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 42.

33.
Delivery
The Charterers shall take delivery of the Vessel under this Charter simultaneously with delivery of the Vessel 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 are 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 shall be kept by the Charterers as sellers.

In the event that the Vessel is not delivered under the MOA for whatever reason, this Charter shall automatically be terminated and treated as null and void.

USD18,000,000*(3 month CME TERM SOFR at the time of remittance + 2.70% Margin)/360) per day (the “Remittance Interest Cost”) from the day of remittance of the fund till the closing date to be covered by Charterers.
 
34.
Conditions for delivery
Prior to delivery of the Vessel under this Charter, the parties shall exchange the following documents:


 (a)
A PDF copy of one (1) 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 shareholders and that the subject company is in good standing;


(b)
PDF copies of the corporate resolutions of the Owners and the Charterers approving the contents of and the entering into of the MOA and the Charter;


(c)
A PDF copy of one (1) 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 follow as soon as possible after 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.

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 and the Owners 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.
 
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.

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 42.

The Charterers are entitled to receive a quiet enjoyment letter from the financiers of the Owners and the Owners shall also agree to issue a quiet enjoyment letter from the Owners if so requested by the Charterers. 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 and the financiers of 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 A.

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 Ocean West Shipping S.A. shall remain a wholly owned subsidiary of Onishi Kaiun Co., Ltd. during the term of this Charter. A change of control in Ocean West Shipping S.A. 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 guarantee 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.
[Intentionally Omitted]
 
41.
[Intentionally Omitted]
 
42.
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 the P&I association is a member of the International Group of P&I Clubs;

 
(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 42 (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 42 (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 (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 42, 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 Loan Outstanding as of the date of the Total Loss,

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 USD500,000.00 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 500,000.00 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 42 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 500,000.00 or the equivalent in any other currencies; or


(ii)
any occurrence in consequence whereof the Vessel has become a Total Loss or Compulsory Acquisition.

43.
Inconsistency
In case of any inconsistency between (i) the standard terms of this Charter and (ii) the Rider Clauses, the latter shall prevail.

44.
Registration and other Fees
Any and all reasonable and documented fees and charges incurred by the Owners in connection with registration of the Vessel on delivery, including but not limited to THE EHIME BANK, LTD.’s upfront fee and mortgage registration fees, shall be borne by the Charterers, with the aggregate amount to be limited to USD 35,000.00.

45.
Floating part of charter hire
In the charter hire structure set out in Box 22, the Floating part shall be calculated by multiplying Loan Outstanding, as set out in the table below, times (3 Month TERM CME SOFR plus 2.70%) 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 monthly basis and shall remain unchanged for one (1) consecutive charter hire payment. Should the 3 Month TERM CME SOFR rate fall below zero, a SOFR rate equal to zero to be applied.
　　　
Loan Outstanding:
 
1st Year
1st Month
18,000,000
  
2nd Year
13th Month
16,363,632
1st Year
2nd Month
17,863,636
  
2nd Year
14th Month
16,227,268
1st Year
3rd Month
17,727,272
  
2nd Year
15th Month
16,090,904
1st Year
4th Month
17,590,908
  
2nd Year
16th Month
15,954,540
1st Year
5th Month
17,454,544
  
2nd Year
17th Month
15,818,176
1st Year
6th Month
17,318,180
  
2nd Year
18th Month
15,681,812
1st Year
7th Month
17,181,816
  
2nd Year
19th Month
15,545,448
1st Year
8th Month
17,045,452
  
2nd Year
20th Month
15,409,084
1st Year
9th Month
16,909,088
  
2nd Year
21st Month
15,272,720
1st Year
10th Month
16,772,724
  
2nd Year
22nd Month
15,136,356
1st Year
11th Month
16,636,360
  
2nd Year
23rd Month
14,999,992
1st Year
12th Month
16,499,996
  
2nd Year
24th Month
14,863,628
3rd Year
25th Month
14,727,264
  
4th Year
37th Month
13,090,896
3rd Year
26th Month
14,590,900
  
4th Year
38th Month
12,954,532
3rd Year
27th Month
14,454,536
  
4th Year
39th Month
12,818,168
3rd Year
28th Month
14,318,172
  
4th Year
40th Month
12,681,804
3rd Year
29th Month
14,181,808
  
4th Year
41st Month
12,545,440
3rd Year
30th Month
14,045,444
  
4th Year
42nd Month
12,409,076
3rd Year
31st Month
13,909,080
  
4th Year
43rd Month
12,272,712
3rd Year
32nd Month
13,772,716
  
4th Year
44th Month
12,136,348
3rd Year
33rd Month
13,636,352
  
4th Year
45th Month
11,999,984
3rd Year
34th Month
13,499,988
  
4th Year
46th Month
11,863,620
3rd Year
35th Month
13,363,624
  
4th Year
47th Month
11,727,256
3rd Year
36th Month
13,227,260
  
4th Year
48th Month
11,590,892
5th Year
49th Month
11,454,528
        
5th Year
50th Month
11,318,164
        
5th Year
51st Month
11,181,800
        
5th Year
52nd Month
11,045,436
        
5th Year
53rd Month
10,909,072
        
5th Year
54th Month
10,772,708
        
5th Year
55th Month
10,636,344
        
5th Year
56th Month
10,499,980
        
5th Year
57th Month
10,363,616
        
5th Year
58th Month
10,227,252
        
5th Year
59th Month
10,090,888
        
5th Year
60th Month
9,954,524
        

46.
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, Seaborne and Allied Shipbroking or any other firm or firms of shipbrokers approved in writing by the Owners as of each last business 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 (in the case of the Charterers' Guarantor) 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.

47.
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 under any sanction, prohibition or blacklist whatsoever imposed by the USA, the UK, the European union, any EU member state, the Arab Boycott League, Japan, China 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 the USA, the UK, the European union, any EU member state, the Arab Boycott League, Japan, China 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 47, and

(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.

The Owners and the Charterers to indemnify the other party for any costs, damages or losses of whatsoever nature which such other party may suffer as a result of breach of this Clause 47.

48.
ETS – Emission Trading Scheme
 
Notwithstanding any other provision in this Charter, the Owners and the Charterers agree as follows:

"Emission Allowances" means an allowance, credit, quota, permit or equivalent, representing a right of a vessel to emit a specified quantity of greenhouse gas emissions recognised by the Emission Scheme, or generally in connection with emissions, carbon reduction or other environmental or sustainability national or international laws or regulations applicable to the Vessel and her operation.

"Emission Scheme" means a greenhouse gas emissions trading scheme and any emissions, carbon reduction or other environmental or sustainability national or international laws or regulations applicable to the Vessel and her operation, which for the purposes of this Clause 48 shall include (without limitation) the European Union Emissions Trading System and any other similar systems imposed by any similar or equivalent international, regional, national or local scheme implemented by the IMO or any other lawful national or other authority that regulate the issuance, allocation, trading or surrendering of Emission Allowances.


 (i)
Subject to any mandatory provisions of any applicable Emissions Scheme and the corresponding national or international laws and regulations, the Charterers shall exercise their best endeavours to take all necessary actions to  be the sole responsible party for compliance with all Emission Scheme obligations in relation to the Vessel, provided this is feasible and legally permissible, pursuant to any domestic or international law or regulation, directed to the Owners as registered or beneficial owners of the Vessel.
 

 (ii)
Notwithstanding sub-paragraph (i) above, the Charterers shall be permitted to sub-delegate such Emission Scheme responsibility on to any entity, including without limitation to the relevant holder of Document of Compliance/ISM Company under the ISM Code in respect of the Vessel, as it may be lawfully allowed by the applicable Emission Scheme and subject to the consent of the holder of the Document of Compliance/ISM Company of the Vessel. Such sub-delegation shall be documented in accordance with the requirements imposed by the relevant Emissions Scheme and a signed copy of such documentation shall be provided by or made available to the Owners, as may be applicable, including but not limited to any written mandate requested by the competent authorities.
 

 (iii)
The Charterers and the Owners shall co-operate and assist each other to deliver all such forms as are required to be filed to any relevant authorities in relation to the delegation and assumption of any Emission Scheme responsibilities within reasonable time and always in accordance with any deadlines set by the competent authority and the applicable laws or regulations.
 

 (iv)
Without limiting the foregoing, throughout the Charter Period, the Charterers or any mandated entity, shall arrange for providing and paying for or otherwise surrendering the Emission Allowances corresponding to the Vessel’s emissions under the scope of the applicable Emission Scheme without any delay whatsoever.
 

 (v)
Emission Allowances, taxes, charges, levies, fees, fines, costs or expenses incurred or imposed in connection with any Emissions Scheme, shall be for the Charterers' account and are to be settled directly by them or their mandated entity (subject always to any mandatory provisions of the applicable Emissions Scheme or relevant laws or regulations).
 

 (vi)
The Charterers shall use their best endeavours to ensure that the Charterers or any mandated, as above, entity shall comply, sign, acknowledge in writing in any form that may be reasonably required, and provide all such information and documents to the Owners as necessary to enable the Owners and any Emission Scheme obligor to document and evidence to any authority their delegation/mandating of all Emission Scheme obligations in relation to the Vessel (and the assumption of same by the relevant mandated entity), as may be required from time to time during the Charter Period by the Owners, any manager or other mandated entity, and any relevant Emission Scheme authority, in conformity with the provisions of this Clause. The Owners shall also ensure to provide the Charterers with all necessary information, documents or details as above and as same may be required by any authorities in connection any applicable Emissions Scheme, including but not limited to opening any accounts and/or surrendering any Emissions Allowances, in order to ensure that the Vessel will comply with any applicable Emissions Scheme laws and regulations.
 

 (vii)
The Owners undertake to relay to the Charterers, without delay, any information that might be received by the Owners for any reason whatsoever, including by error of any authority, and which might relate to compliance with any Emission Scheme.
 
49.
Confidentiality
This Charter including all negotiations, fixtures and written correspondence shall remain strictly confidential between the Owners, the Charterers, financiers/banks, external counsels, auditors and insurance companies provided however that each of the Owners, Charterers and Charterers’ Guarantor 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/ Shotaro Onishi
/s/ Stavros Gyftakis

 
 
Onishi Kaiun Co., Ltd. Synthesea Maritime Co.
Shotaro Onishi
Stavros Gyftakis
Director
Director/ Treasurer

For the Owners:


/s/ Shotaro Onishi

 
Ocean West Shipping S.A.
Shotaro Onishi
Director/Secretary

Appendix A

Performance Guarantee

Date : 24th July 2024
To:
Onishi Kaiun Co., Ltd.
Daito Shoji Bldg. 6F, 1-13-4, Katsuyama-cho, Matsuyama-city, Ehime, 790-0001, Japan

OCEAN WEST SHIPPING S.A.
c/o Onishi Kaiun Co., Ltd.
Daito Shoji Bldg. 6F, 1-13-4, Katsuyama-cho, Matsuyama-city, Ehime, 790-0001, Japan
(collectively, the “Owners”)

Dear Sirs,
GUARANTEE

In consideration of the entry into by you of a Memorandum of Agreement (hereinafter called the “MOA”) dated 24th July 2024, with Synthesea Maritime Co. as sellers (hereinafter called “Synthesea Maritime”) for the sale and purchase of the motor vessel "Synthesea" with IMO number 9697959 (hereinafter called the “Vessel”) and a Bareboat Charter Party (hereinafter called the “BBCP”) dated 24th July 2024, with Synthesea Maritime as charterers for the bareboat chartering of the Vessel, we, the undersigned, as the primary obligor, guarantee to you and your successors and assignees the due and punctual performance by Synthesea Maritime 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 Synthesea Maritime 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 Synthesea Maritime, 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 five (5) Banking Days (as defined in the BBCP) on demand, any sum that is due and payable in consequence of the non-performance by Synthesea Maritime, 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 Synthesea Maritime and shall be accompanied by a copy of the notice of such default served on Synthesea Maritime by the Owners together with a statement (if any) that Synthesea Maritime 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, expenses, claims, liabilities, and fees (including, but not limited to, reasonable and documented legal fees) and taxes thereon suffered or incurred by you, directly as a result of any breach or non-performance of, or non-compliance by Synthesea Maritime 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 Synthesea Maritime 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 Synthesea Maritime or any other person in respect of our obligations under this guarantee;

e)
We will 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;

b)
shall be in addition to, and shall not be prejudiced or affected by, any other security for the obligations of Synthesea Maritime 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 Synthesea Maritime or the appointment of a receiver or administrative receiver or administrator or trustee or similar officer of any of the assets of Synthesea Maritime or any term or concessions given by you to Synthesea Maritime 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
United Maritime Corporation (as the “Guarantor”)

   
Name: Stavros Gyftakis
Title: Chief Financial Officer/ Director