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Exhibit 10.7
(LOGO)
1. Date of Agreement THE BALTIC AND INTERNATIONAL MARITIME
COUNCIL (BIMCO) STANDARD SHIP MANAGEMENT
AGREEMENT CODE NAME: "▇▇▇▇▇▇▇"
PART I
2. Owners (name, place of registered office 3. Managers (name, place of registered
and law of registry) office and law of registry)
Name Name
Place of registered office Place of registered office
Law of registry Law of registry
4. Day and year of commencement of Agreement
(Cl. 2.1.) 31/1/05
5. Crewing (state "yes" or "no" as agreed) 6. Technical Management (state "yes" or
(Cl. 2.3.(i) and Cl. 3) "no" as agreed) (Cl. 2.3.(ii) and
YES Cl. 4) YES
7. Insurance (state "yes" or "no" as agreed) 8. Freight Management (state "yes" or
(Cl. 2.3.(iii) and Cl. 5) "no" as agreed) (Cl. 2.3.(iv) and
YES Cl. 6) YES
9. Accounting (state "yes" or "no" as 10. Chartering (state "yes" or "no" as
agreed) (Cl. 2.3.(v) and Cl. 7) agreed; if "yes", also state period
YES of employment) (Cl. 2.3.(vi) and
Cl. 8) YES
period of employment in excess of
which owners' prior consent shall
first be obtained
11. Sale or purchase of vessel (state "yes" 12. Provisions (state "yes" or "no" as
or "no" as agreed) (Cl. 2.3.(vii) and agreed) (Cl. 2.3.(viii) and Cl. 10)
Cl. 9) YES YES
13. Bunkering (state "yes" or "no" as 14. Operation (state "yes" or "no" as
agreed) (Cl. 2.3.(ix) and Cl. 11) agreed) (Cl. 2.3.(x) and Cl. 12)
YES YES
15. Annual management fee (state lump sum 16. Redundancy costs (state maximum )
amount) (Cl. 15.1.) amount (Cl. 15.3.(b))
USD 590 perday (adjusted annually on the NOT APPLICABLE
1st of February for the preceeding year
official inflation rate in Greece)
17. Day and year of termination of Agreement
(Cl. 23.1.)
31/1/2010
18. Law and arbitration (state 24.1., 24.2. or 24.3. of Cl. 24, as agreed; if
24.3. agreed also state place of arbitration) (If Box 18 not titled in
24.1. shall apply) (Cl. 24) ENGLISH LAW - ARBITRATION IN LONDON AS PER
CLAUSE 24.1
19. Notices (state postal and cable address, 20. Notices (state postal and cable
telex and telefax number for service of address, telex and telefax number for
notice and communication to the Owners) service of notice and communication
(Cl. 25) to the Managers) (Cl. 25)
FAX: TEL
FAX:
It is mutually agreed between the party mentioned in Box 2 (hereinafter called "the
Owners") and the party mentioned in Box 3 (hereinafter called "the Managers") that this
Agreement consisting of PART I and PART II as well as ANNEX "A" or ANNEX "B" (as
applicable) and ANNEX "C" attached hereto, shall be performed subject to the conditions
contained herein. In the event of a conflict of conditions, the provisions of PART I shall
prevail over those of PART II and ANNEX "A" or ANNEX "B" (as applicable) and ANNEX "C" to
the extent of such conflict but no further.
Signature(s) (Owners) Signature(s) (Managers)
(SEAL) (SEAL)
Printed and sold by Fr. G. Knudtzons Bogtrykkeri A/S, 55 Toldtaodgade, ▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ K, Telefax ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇, by authority of The Baltic and
international Maritime Council (BIMCO), Copenhagen
COPYRIGHT, PUBLISHED BY
THE BATIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
July 1988
PART II
"▇▇▇▇▇▇▇" STANDARD SHIP MANAGEMENT AGREEMENT
DEFINITIONS
In this Agreement save where the context otherwise requires, the following
words and expressions shall have the meanings hereby assigned to them.
"The Vessel" shall mean the vessel details of which are set out in Annex
"A" hereto.
"The Fleet" shall mean the vessels details of which are set out in Annex
"B" hereto.
"Crew Support Costs" shall mean all expenses of a general nature which are
not particularly referable to any individual vessel for the time being
managed by the Managers and which are incurred by the Managers for the
purpose of providing an efficient and economic management service and,
without prejudice to the generality of the foregoing, shall include the
cost of crew standby pay, training schemes for officers and ratings, cadet
training schemes, sickpay, study pay, recruitment and interviews.
1. MARGINAL HEADINGS
The Marginal Headings of this Agreement are for identification only and
shall not be deemed to be part hereof or be taken into consideration in the
interpretation or construction of this Agreement.
2. APPOINTMENT OF MANAGERS
2.1. With effect from the day and year stated in Box 4 and continuing
unless and until terminated as provided herein, the Owners hereby appoint
the Managers and the Managers hereby agree to act as the Managers of the
Vessel.
2.2. The Managers undertake to use their best endeavours to provide the
Management Services specified in sub-clause 2.3. on behalf of the Owners in
accordance with sound ship management practice and to protect and promote
the interests of the Owners in all matters relating to the provision of
services hereunder.
Provided however that the Managers in the performance of their management
responsibilities under this Agreement shall be entitled to have regard to
their overall responsibility in relation to all vessels as may from time to
time be entrusted to their management and in particular, but without
prejudice to the generality of the foregoing, the Managers shall be
entitled to allocate available supplies, manpower and services in such
manner as in the prevailing circumstances the Managers in their absolute
discretion consider to be fair and reasonable.
2.3. Subject to the terms and conditions herein provided, during the period
of this Agreement, the Managers shall carry out, as agents for and on
behalf of the Owners, such of the following functions in respect of the
Vessel as shall have been indicated affirmatively in Boxes 5 to 14 in PART
I:
*) (i) Crewing (see Clause 3)
*) (ii) Technical Management (see Clause 4)
*) (iii) Insurance (see Clause 5)
*) (iv) Freight Management (see Clause 6)
*) (v) Accounting (see Clause 7)
*) (vi) Chartering (see Clause 8)
*) (vii) Sale or Purchase of Vessel (see Clause 9)
*) (viii) Provisions (see Clause 10)
*) (ix) Bunkering (see Clause 11)
*) (x) Operation (see Clause 12),
and shall have authority to take such actions as the Managers may from time
to time in their absolute discretion consider to be necessary to enable
them to perform this Agreement in accordance with sound ship management
practice.
2.3.(i) to (x) are options to be agreed, and Boxes 5 to 14 in PART I should
be filled in with either "yes" or "no" accordingly.
3. CREWING (only applicable if 2.3. (i) agreed according to Box 5)
The Managers shall provide adequate and properly qualified Crew for the
Vessel as required by the Owners, provision of which includes but is not
limited to the following functions:
(i) employment of Master, officers and crew (hereinafter collectively
referred to as "the Crew") of the Vessel;
(ii) arrangement of transportation of the Crew, including repatriation;
(iii) training of the Crew;
(iv) supervision of the efficiency of the Crew and administration of all
other crew matters such as planning for the ▇▇▇▇▇▇▇ of the Vessel;
(v) payroll arrangement;
(vi) arrangement and administration of pensions and Crew insurance;
(vii) discipline and union negotiations;
(viii) enforcement of appropriate standing orders.
4. TECHNICAL MANAGEMENT (only applicable if 2.3. (ii) agreed according to Box
6)
The Managers shall provide technical management which includes, but is not
limited to, the following functions:
(i) provision of competent personnel to supervise the maintenance and
general efficiency of the Vessel;
(ii) arrangement and supervision of drydockings, repairs, alterations and
the upkeep of the Vessel to the standards required by the Owners
provided that the Managers shall be entitled to incur the necessary
expenditure to ensure that the Vessel will comply with all
requirements and recommendations of the classification society, and
with the laws and regulations of the country of registry of the Vessel
and of the places where she trades;
(iii) arrangement of the supply of necessary stores, spares and lubricating
oil;
(iv) appointment of surveyors and technical consultants as the Managers may
consider from time to time to be necessary.
5. INSURANCE (only applicable if 2.3. (iii) agreed according to Box 7).
The Managers shall arrange such insurances as the Owners shall have
instructed or agreed, in particular as regards insured values, deductibles
and franchises.
6. FREIGHT MANAGEMENT (only applicable if 2.3. (iv) agreed according to Box
8).
The Managers shall provide freight management which includes but is not
limited to the following functions:
(i) provision of voyage estimates and accounts and calculation of hire and
freights and/or demurrage and despatch moneys due from or due to the
Charterers of the Vessel if required by the Owners;
(ii) arrangement of the proper payment to Owners of all hire and/or freight
revenues or other moneys of whatsoever kind to which Owners may be
entitled arising out of the employment of or otherwise in connection
with the Vessel.
7. ACCOUNTING (only applicable if 2.3. (v) agreed according to Box 9).
The Managers shall
(i) establish an accounting system which meets the requirements of the
Owners and provide regular accounting services, supply regular reports
and records in accordance therewith;
(ii) maintain the records of all costs and expenditures incurred hereunder
as well as data necessary or proper for the settlement of accounts
between the parties.
8. CHARTERING (only applicable if 2.3. (vi) agreed according to Box 10).
The Managers shall, in accordance with the Owners' Instructions, provide
chartering services which includes but is not limited to seeking and
negotiating employment for the Vessel and the conclusion (including the
execution thereof) of charterparties or other contracts relating to the
employment of the Vessel. If such a contract exceeds the period stated in
Box 10, consent thereto in writing shall first be obtained from the Owners.
9. SALE OR PURCHASE OF VESSEL (only applicable if 2.3. (vii) agreed according
to Box 11).
The Managers shall, in accordance with the Owners' instructions, supervise
the sale or purchase of the Vessel, including the performance of any sale
or purchase agreement, but not negotiation of the same.
10. PROVISIONS (only applicable if 2.3. (viii) agreed according to Box 12).
The Managers shall arrange for the supply of provisions.
11. BUNKERING (only applicable if 2.3. (ix) agreed according to Box 13).
The Managers shall arrange for the provision of bunker fuel of the quality
specified by the Owners as required for the Vessel's trade.
12. OPERATION (only applicable if 2.3.(x) agreed according to Box 14).
The Managers shall provide for the operation of the Vessel, as required by
the Owners, which includes but is not limited to the following functions:
(i) provision of voyage estimates and accounts and calculation of hire,
freights, demurrage and/or despatch moneys due from or due to the
Charterers of the Vessel;
(ii) issue of voyage instructions;
(iii) appointment of agents;
(iv) appointment of stevedores;
(v) arrangement of the surveying of cargoes.
13. INSURANCE POLICIES
All insurances shall be in the joint names of the Owners and the Managers
provided that, unless the Managers give their express prior consent, no
liability to pay premiums or P & I Calls shall be imposed on the Managers,
notwithstanding the restrictions on P & I Cover which would thereby result.
14. INCOME COLLECTED AND EXPENSES PAID ON BEHALF OF OWNERS
14.1. All moneys collected by the Managers under the terms of this
Agreement (other than moneys payable by the Owners to the Managers) and any
interest thereon shall be held to the credit of the Owners in a separate
bank account.
14.2. All expenses incurred by the Managers under the terms of this
Agreement on behalf of the Owners (including expenses as provided in Clause
15) may be debited against the Owners in the account referred to under
Clause 14.1. but shall in any event remain payable by the Owners to the
Managers on demand.
15. MANAGEMENT FEE
15.1. The Owners shall pay to the Managers for their services as Managers
under this Agreement an annual basic Management Fee in the lump sum amount
as stated in Box 15 which shall be payable by equal quarterly instalments
in advance, the first instalment being payable on the commencement of this
Agreement (see Clause 2.1. and Box 4) and subsequent instalments being
payable every three months.
15.2. The Managers shall, at no extra cost to the Owners, provide their own
office accommodation, office staff and stationery. Without limiting the
generality of Clause 14 the Owners shall reimburse the Managers for postage
and communication expenses, travelling expenses, and other out of pocket
expenses properly incurred by the Managers in pursuance of the Management
Services.
15.3. In the event of the appointment of the Managers being terminated by
the Owners or the Managers in accordance with the provisions of Clause 23
other than by reason of default by the Managers, or if the Vessel is lost,
sold or otherwise disposed of, the Management Fee payable to the Managers
according to the provisions of sub-clause 15.1. shall continue to be
payable for a further period of three calendar months. In addition,
provided that the Managers provide Crew for the Vessel in accordance with
Clause 3
a) the Owners shall continue to pay Crew Support Costs during the said
further period of three calendar months and
b) the Owners shall pay an equitable proportion of any redundancy costs
which may materialize not exceeding the amount stated in Box 16.
15.4. Whilst this Agreement remains in subsistence, if the Owners decide to
lay-up the Vessel and such lay-up lasts for more than three months, an
PART II
"▇▇▇▇▇▇▇" STANDARD SHIP MANAGEMENT AGREEMENT
appropriate reduction of the Management Fee for the period exceeding three
months until one month before the Vessel is again put into service shall be
mutually agreed between the parties.
15.5. All discounts and commissions obtained by the Managers in the course
of the management of the Vessel shall be credited to the Owners.
16. BUDGETS AND MANAGEMENT OF FUNDS
16.1. The Managers shall present to the Owners annually a budget for the
following twelve months in such form as the Owners require. Subsequent
annual budgets shall be prepared by the Managers and submitted to the
Owners not less than three months before the anniversary date of the
commencement of this Agreement (see Clause 2.1. and Box 4).
16.2. The Owners shall indicate to the Managers their acceptance and
approval of the annual budget within one month of presentation and in the
absence of any such indication the Managers shall be entitled to assume
that the Owners have accepted the said budget.
16.3. Following the agreement of the budget, the Managers shall prepare and
present to the Owners their estimate of the working capital requirement of
the Vessel and the Managers shall each month up-date this estimate. Based
thereon, the Managers shall each month request the Owners for the Funds
required to run the Vessel for the ensuing month, including the payment of
any occasional or extraordinary item of expenditure, such as emergency
repair costs, additional insurance premiums, bunkers or provisions. Such
Funds shall be received by the Managers within ten days after the receipt
of such request and shall be held to the credit of the Owners in a separate
account.
16.5. The Managers shall produce a monthly comparison between budgeted and
actual income and expenditure of the Vessel as required by the Owners.
Illegible Notwithstanding anything contained herein, the Managers shall in
no Illegible be required to use or commit their own funds to finance the
provision of the Management Services.
17. MANAGERS' RIGHT TO SUB-CONTRACT
The Managers shall not sub-contract any of their obligations hereunder to a
third party without the consent of the Owners.
18. RESPONSIBILITIES
18.1. Force Majeure. - Neither the Owners nor the Managers shall be under
any liability for any failure to perform any of their obligations hereunder
by reason of any cause whatsoever of any nature or kind beyond their
reasonable control.
18.2. Liability to Owners. - Without prejudice to sub-clause 18.1., the
Managers shall be under no liability whatsoever to the Owners for any loss,
damage, delay or expense of whatsoever nature, whether direct or indirect,
(including but not limited to loss of profit arising out of or in
connection with detention of or delay to the Vessel) and howsoever arising
in the course of performance of the Management Services
UNLESS same is proved to have resulted solely from the negligence, gross
negligence or wilful default of the Managers or their employees or agents,
or sub-contractors employed by them in connection with the Vessel, in which
case (save where loss, damage, delay or expense has resulted from the
Managers' personal act or omission committed with the intent to cause same
or recklessly and with knowledge that such loss, damage, delay or expense
would probably result) the Managers' liability for each incident or series
of incidents giving rise to a claim or claims shall never exceed a total of
ten times the annual management fee payable hereunder.
18.3. Indemnity. - Except to the extent and solely for the amount therein
set out that the Managers would be liable under sub-clause 18.2. the Owners
hereby undertake to keep the Managers and their employees, agents and
sub-contractors indemnified and to hold them harmless against all actions,
Illegible, claims, demands or liabilities whatsoever or howsoever Illegible
which may be brought against them or incurred or suffered by them arising
out of or in connection with the performance of the Agreement, and against
and in respect of all costs, loss, damages and expenses (including legal
costs and expenses on a full indemnity basis) which the Managers may suffer
or incur (either directly or indirectly) in the course of the performance
of this Agreement.
18.4. "Himalaya". - It is hereby expressly agreed that no employee or agent
of the Managers (including every sub-contractor from time to time employed
by the Managers) shall in any circumstances whatsoever be under any
liability whatsoever to the Owners for any loss, damage or delay of
whatsoever kind arising or resulting directly or indirectly from any act,
neglect or default on his part while acting in the course of or in
connection with his employment and, without prejudice to the generality of
the foregoing provisions in this Clause, every exemption, limitation,
condition and liberty herein contained and every right, exemption from
liability, defence and immunity of whatsoever nature applicable to the
Managers or to which the Managers are entitled hereunder shall also be
available and shall extend to protect every such employee or agent of the
Managers acting as aforesaid and for the purpose of all the foregoing
provisions of this Clause 18 the Managers are or shall be deemed to be
acting as agent or trustee on behalf of and for the benefit of all persons
who are or might be his servants or agents from time to time (including
sub-contractors as aforesaid) and all such persons shall to this extent be
or be deemed to be parties to this Agreement.
19. GENERAL ADMINISTRATION
19.1. The Managers shall handle and settle all claims arising out of the
Management Services hereunder and keep the Owners informed regarding any
incident of which the Managers become aware which gives or may give rise to
claims or disputes involving third parties.
19.2. The Managers shall, as instructed by the Owners, bring or defend
actions, suits or proceedings in connection with matters entrusted to the
Managers according to this Agreement.
19.3. The Managers shall also have power to obtain legal or technical or
other outside expert advice in relation to the handling and settlement of
claims and disputes or all other matters affecting the interests of the
Owners in respect of the Vessel.
19.4. The Owners shall arrange for the provision of any necessary guarantee
bond or other security.
19.5. Any costs incurred by the Managers in carrying out their obligations
according to Clause 19 shall be reimbursed by the Owners.
20. AUDITING
The Managers shall at all times maintain and keep true and correct accounts
and shall make the same available for inspection and auditing by the Owners
at such times as may be mutually agreed.
21. INSPECTION OF VESSEL
The Owners shall have the right at any time after giving reasonable notice
to the Managers to inspect the Vessel for any reason they consider
necessary.
22. COMPLIANCE WITH LAW AND REGULATIONS
The Managers will not do or permit anything to be done which might cause
any breach or infringement of the laws and regulations of the country of
registry of the Vessel, and of the places where she trades.
23. DURATION OF THE AGREEMENT
23.1. This Agreement shall come into effect on the date stated in Box 4 and
shall continue until the date stated in Box 17. Thereafter it shall
continue until terminated by either party giving to the other notice in
writing, in which event the Agreement shall terminate upon the expiration
of a period of two months from the date upon which such notice was given.
23.2. Termination by default. - The Managers shall be entitled to terminate
the Agreement by notice in writing if any moneys payable by the owners of
any vessel in the Fleet, whether under this or any other Management
Agreement, shall not have been received in the Managers' nominated account
within ten days of payment having been requested in writing by the
Managers.
The Managers shall also be entitled to terminate the Agreement by notice in
writing if after receipt of written notice of objection thereto from the
Managers the owners of any vessel in the Fleet whether under this or any
other Management Agreement proceed with employment of or continue to employ
their vessel in a trade or in a manner which is, in the opinion of the
Managers, likely to be detrimental to their reputation as Managers or
(otherwise than by virtue of ordinary business competition) be prejudicial
to the commercial interest of the Managers.
This Agreement shall terminate forthwith in the event of an order being
made or resolution passed for the winding up, dissolution, liquidation or
bankruptcy of either party (otherwise than for the purpose of
reconstruction or amalgamation) or if a receiver is appointed, or if it
suspends payment, ceases to carry on business or makes any special
arrangement or composition with its creditors.
23.3. Extraordinary Termination. - This Agreement shall be deemed to be
terminated in the case of the sale of the Vessel or if the Vessel becomes a
total loss or is declared as a constructive or compromised or arranged
total loss or is requisitioned.
23.4. For the purpose of sub-clause 23.3. hereof
a) the date upon which the Vessel is to be treated as having been sold or
otherwise disposed of shall be the date on which the Owners cease to
be registered as Owners of the Vessel;
b) the Vessel shall not be deemed to be lost unless either she has become
an actual total loss or agreement has been reached with her
Underwriters in respect of her constructive, compromised or arranged
total loss or if such agreement with her Underwriters is not reached
it is adjudged by a competent tribunal that a constructive loss of the
Vessel has occurred.
23.5. The termination of this Agreement shall be without prejudice to all
rights accrued due between the parties prior to the date of termination.
24. LAW AND ARBITRATION
*) 24.1. This Agreement shall be governed by English law and any dispute
arising out of this Agreement shall be referred to arbitration in London,
one arbitrator being appointed by each party, in accordance with the
Arbitration Acts 1950 and 1979 or any statutory modification or
re-enactment thereof for the time being in force. On the receipt by one
party of the nomination in writing of the other party's arbitrator, that
party shall appoint their arbitrator within fourteen days, failing which
the decision of the single Arbitrator appointed shall apply. If two
Arbitrators properly appointed shall not agree they shall appoint an umpire
whose decision shall be final.
25. NOTICES
25.1. Any communication may be sent by telex, registered or recorded mail
or by personal service.
25.2. The address of the Parties for service of such communication shall be
as stated in Boxes 19 and 20, respectively.
ANNEX "A" TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: "▇▇▇▇▇▇▇"
Date of Agreement:
Name of Vessel:
Particulars of Vessel:
