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1. Shipbroker
N/A
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2. Place and date
29th March 2023
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3. Owners/Place of business (Cl. 1)
GREAT SOMETHING CO, LTD of the republic of the Marshall Islands with registered adress at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960
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4. Bareboat Charterers/Place of business (Cl. 1)
Knight Ocean Navigation Co. of Liberia with registered address at 80 Broad Street, City of Monrovia, Republic of Liberia guaranteed by Seanergy Maritime Holdings Corp.,
of the Republic of Marshall Islands
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5. Vessel’s name, call sign and flag (Cl. 1 and 3)
M/V Knightship Call sign: D5MN5 Flag: Liberia
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6. Type of Vessel
Bulk Carrier
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7. GT/NT
93,186
59,500
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8. When/Where built
2010
Hyundai Samho Heavy Industries Co. Ltd
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9. Total DWT (abt.) in metric tons on summer freeboard
178,978
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10. Classification Society (Cl. 3)
BV
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11. Date of
As per the requirements of the Classification Society
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12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)
As per Annex [4] hereto
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13 . Port or Place of delivery (Cl. 3)
As per Clause 32 (b) hereof.
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14. Time for delivery (Cl. 4)
As per Clause 32 (b) hereof
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15. Cancelling date (Cl. 5)
N/A
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16. Port or Place of redelivery (Cl. 15)
Safely afloat at international waters or at any safe port/berth/anchorage or one safe port worldwide in Charterers' option
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17. No. of months' validity of trading and class certificates upon redelivery (Cl. 15)
Minimum three (3) months
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18. Running days’ notice if other than stated in Cl. 4
N/A
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19. Frequency of dry-docking (Cl. 10(g))
As per Classification Society or flag state requirements
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20. Trading limits (Cl. 6)
The Trading Range: Worldwide within International Navigating Limits with the Charterers' option to break same paying extra insurance, but always in accordance with Clauses 13 and 40.
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21. Charter period (Cl. 2)
As per Clause 34 hereof
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22. Charter hire (Cl. 11)
As per Clause 35 hereof
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23. New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii))
N/A
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24. Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc. to PART IV
As per Clause 34 hereof
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25. Currency and method of payment (Cl. 11)
United States Dollars payable monthly in advance
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26. Place of payment; also state beneficiary and bank account (Cl. 11)
As per Clause 36 hereof
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27. Bank guarantee/bond (sum and place) (Cl. 24) (optional)
N/A
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28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12)
As per Clause 44 hereof
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29. Insurance (hull and machinery and war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies)
As per Clause 40 hereof
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30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))
As per Cl. 40 hereof
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31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))
As per Clause 40 (c) hereof
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32. Latent defects (only to be filled in if period other than stated in Cl. 3)
N/A
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33. Brokerage commission and to whom payable (Cl. 27)
N/A
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34. Grace period (state number of clear banking days) (Cl. 28)
As per Clause 41 hereof
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35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c)
agreed Place of Arbitration must be stated (Cl. 30) as per
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Clause 30
(a) English law, London arbitration
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36. War cancellation (indicate countries agreed) (Cl. 26(f))
N/A
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37. Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies) (optional)
No
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38. Name and place of Builders (only to be filled in if PART III applies)
N/A
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39. Vessel’s Yard Building No. (only to be filled in if PART III applies)
N/A
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40. Date of Building Contract (only to be filled in if PART III applies)
N/A
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41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)
a) N/A
b) N/A
c) N/A
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42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional)
No
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43. Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional)
Yes, in the Charterers option
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44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)
As per Clause 37 hereof
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45. Country of the Underlying Registry (only to be filled in if PART V applies)
N/A
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46. Number of additional clauses covering special provisions, if agreed
32 to 57 and Annex 1,2, 3, 4, and 5.
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Signature (Owners)
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Signature (Charterers)
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By:
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/s/ Stavros Gyftakis | ||||||
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By:
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/s/ Kazuhiro Watanabe |
Name: Mr. Stavros Gyftakis
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Name: Kazuhiro Watanabe
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Title: Director
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Title: Director
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| 1 |
1. Definitions
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| 2 |
In this Charter, the following terms shall have the
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| 3 |
meanings hereby assigned to them:
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| 4 |
“The Owners” shall mean the party identified in Box 3;
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| 5 |
“The Charterers” shall mean the party identified in Box 4;
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| 6 |
“The Vessel” shall mean the vessel named in Box 5 and
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| 7 |
with particulars as stated in Boxes 6 to 12.
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| 8 |
“Financial Instrument” means the mortgage, deed of
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| 9 |
covenant or other such financial security instrument as
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| 10 |
annexed to this Charter and stated in Box 28.
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| 11 |
2 Charter Period
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| 12 |
In consideration of the hire detailed in Box 22,
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| 13 |
the Owners have agreed to let and the Charterers have
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| 14 |
agreed to hire the Vessel for the period stated in Clause 34
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| 15 |
(“The Charter Period”).
|
| 16 |
3. Delivery See Clause 32
|
| 47 |
4. Time for Delivery See Clause 32
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| 60 |
5. Cancelling
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| 86 |
6. Trading Restrictions
|
| 87 |
The Vessel shall be employed in lawful trades for the
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| 88 |
carriage of suitable lawful merchandise within the trading
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| 89 |
limits indicated in Box 20.
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| 90 |
The Charterers undertake not to employ the Vessel or
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| 91 |
suffer the Vessel to be employed otherwise than in
|
| 92 |
conformity with the terms of the contracts of insurance
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| 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
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| 96 |
to extra premium or otherwise as the insurers may
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| 97 |
prescribe.
|
| 98 |
The Charterers also undertake not to employ the Vessel
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| 99 |
or suffer her employment in any trade or business which
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| 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
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| 102 |
prohibited goods or in any manner whatsoever which
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| 103 |
may render her liable to condemnation, destruction,
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| 104 |
seizure or confiscation.
|
| 105 |
Notwithstanding any other provisions contained in this
|
| 106 |
Charter it is agreed that nuclear fuels or radioactive
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| 107 |
products or waste are specifically excluded from the
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| 108 |
cargo permitted to be loaded or carried under this
|
| 109 |
Charter. This exclusion does not apply to radio-isotopes
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| 110 |
used or intended to be used for any industrial,
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| 111 |
commercial, agricultural, medical or scientific purposes
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| 112 |
provided the Owners’ prior approval has been obtained
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| 113 |
to loading thereof. The Charterers shall not expose the Vessel to any regulation imposing trade and economic sanctions or prohibition imposed by the authorities of the United States of
America, European Union or United Nations. Similarily, the Owners shall not expose the Charterers to any regulation imposing trade and economic sanction or prohibition imposed by the authorities of the United States of America,
European Union or the United Nations.
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| 114 |
7. Surveys on Delivery and Redelivery
|
| 124 |
8. Inspection - See also Cl. 39
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| 125 |
The Owners shall, maximum once a year, have the right
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| 126 |
reasonable notice to the Charterers to inspect or survey
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| 127 |
the Vessel or instruct a duly authorised surveyor to carry
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| 128 |
out such survey on their behalf:-provided it does not intefere with the operation and trading of the Vessel and/or crew.
|
| 129 |
(a) to ascertain the condition of the Vessel and satisfy
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| 130 |
themselves that the Vessel is being properly repaired
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| 131 |
and maintained. The costs and fees for such inspection
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| 132 |
or survey shall be paid by the Owners unless the Vessel
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| 133 |
is found to require repairs or maintenance in order to
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| 134 |
achieve the condition so provided;
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| 144 |
All time used in respect of inspection, survey or repairs
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| 145 |
shall be for the Charterers’ account and form part of the
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| 146 |
Charter Period.
|
| 147 |
The Charterers shall also permit the Owners to inspect
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| 148 |
the Vessel’s log books whenever reasonably requested and shall, as soon as practicably possible,
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| 149 |
whenever required by the Owners furnish them with full
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| 150 |
information regarding any casualties or other accidents
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| 151 |
or damage to the Vessel.
|
| 152 |
9. Inventories, Oil and Stores See Clause 54
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| 168 |
10. Maintenance and Operation
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| 169 |
(a)(i)Maintenance and Repairs - During the Charter
|
| 170 |
Period the Vessel shall be in the full possession
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| 171 |
and at the absolute disposal for all purposes of the
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|
172
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Charterers and under their complete control in
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| 173 |
every respect. The Charterers shall maintain the
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| 174 |
Vessel, her machinery, boilers, appurtenances and
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| 175 |
spare parts in a good state of repair, in efficient
|
| 176 |
operating condition and in accordance with good
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177
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commercial maintenance practice and
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| 179 |
own expense they shall at all times keep the
|
| 180 |
Vessel’s Class fully up to date with the Classification
|
| 181 |
Society indicated in Box 10 and maintain all other
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| 182 |
necessary certificates in force at all times.
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| 201 |
(iii) Financial Security - The Charterers shall maintain
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| 202 |
financial security or responsibility in respect of third
|
| 203 |
party liabilities as required by any government,
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| 204 |
including federal, state or municipal or other division
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| 205 |
or authority thereof, to enable the Vessel, without
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| 206 |
penalty or charge, lawfully to enter, remain at, or
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| 207 |
leave any port, place, territorial or contiguous
|
| 208 |
waters of any country, state or municipality in
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| 209 |
performance of this Charter without any delay. This
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| 210 |
obligation shall apply whether or not such
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| 211 |
requirements have been lawfully imposed by such
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| 212 |
government or division or authority thereof.
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| 213 |
The Charterers shall make and maintain all arrange-
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| 214 |
ments by bond or otherwise as may be necessary to
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| 215 |
satisfy such requirements at the Charterers’ sole
|
| 216 |
expense and the Charterers shall indemnify the Owners
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| 217 |
against all consequences whatsoever (including loss of
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| 218 |
time) for any failure or inability to do so.
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| 219 |
(b) Operation of the Vessel - The Charterers shall at
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| 220 |
their own expense and by their own procurement man,
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| 221 |
victual, navigate, operate, supply, fuel and, whenever
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| 222 |
required, repair the Vessel during the Charter Period
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| 223 |
and they shall pay all charges and expenses of every
|
| 224 |
kind and nature whatsoever incidental to their use and
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| 225 |
operation of the Vessel under this Charter, including
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| 226 |
annual flag State fees and any foreign general
|
| 227 |
municipality and/or state taxes. The Master, officers
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| 228 |
and crew of the Vessel shall be the servants of the Charterers
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| 229 |
for all purposes whatsoever, even if for any reason
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| 230 |
appointed by the Owners.
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| 231 |
Charterers shall comply with the regulations regarding
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| 232 |
officers and crew in force in the country of the Vessel’s
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| 233 |
flag or any other applicable law.
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| 234 |
(c) The Charterers shall keep the Owners and the
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| 235 |
mortgagee(s) advised of the intended employment,
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| 236 |
planned dry-docking and major repairs of the Vessel,
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| 237 |
as reasonably required.
|
| 238 |
(d) Flag and Name of Vessel – See Clauses 37 and 43
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| 249 |
(e) Changes to the Vessel – See Clause 38
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| 257 |
(f) Use of the Vessel’s Outfit, Equipment and
|
| 258 |
Appliances - The Charterers shall have the use of all
|
| 259 |
outfit, equipment, and appliances on board the Vessel
|
| 260 |
at the time of delivery, provided the same or their
|
| 261 |
substantial equivalent shall be returned to the Owners
|
| 262 |
on redelivery, if such is required under the Charter, in
substantially the same
|
| 263 |
when received, ordinary wear and tear excepted. The
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| 264 |
Charterers shall from time to time during the Charter
|
| 265 |
Period replace such items of equipment as shall be so
|
| 266 |
damaged or worn as to be unfit for use. The Charterers
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| 267 |
are to procure that all repairs to or replacement of any
|
| 268 |
damaged, worn or lost parts or equipment be effected
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| 269 |
in such manner (both as regards workmanship and
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| 270 |
quality of materials) as not to diminish the value of the
|
| 275 |
equipment on hire on the Vessel at time of delivery shall
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|
276
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be kept and maintained by the Charterers
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|
283
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(g) Periodical Dry-Docking - The Charterers shall dry-
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|
284
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dock the Vessel and clean and paint her underwater
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|
285
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parts whenever the same may be necessary.
|
| 290 |
11. Hire See Clauses 35 and 36
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|
301
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(c) Payment of hire shall be made in cash without
|
| 302 |
discount in the currency and in the manner indicated in
|
| 303 |
Box 25 and at the place mentioned in Box 26.
|
| 328 |
12. Mortgage See Clause 44
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|
357
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13. Insurance and Repairs See also Clause 40
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|
| 358 |
(a) Subject to and without prejudice to the provisions of Clause 40,
|
| 359 |
insured by the Charterers at their expense against hull
|
| 360 |
and machinery, war and Protection and Indemnity risks
|
| 361 |
(and any risks against which it is compulsory to insure
|
| 362 |
for the operation of the Vessel, including maintaining
|
| 363 |
financial security in accordance with sub-clause
|
| 364 |
10(a)(iii)) in such form as the Owners shall in writing
|
| 365 |
approve, which approval shall not be un-reasonably
|
| 366 |
withheld. Such insurances shall be arranged by the
|
| 367 |
Charterers to protect the interests of both the Owners
|
| 368 |
and the Charterers and the mortgagee(s) (if any), and
|
| 369 |
The Charterers shall be at liberty to protect under such
|
| 370 |
insurances the interests of any managers they may
|
| 371 |
appoint. Insurance policies shall cover the Owners and
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|
372
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the Charterers according to their respective interests.
|
| 381 |
The Charterers also to remain responsible for and to
|
| 382 |
effect repairs and settlement of costs and expenses
|
| 383 |
incurred thereby in respect of all other repairs not
|
| 384 |
covered by the insurances and/or not exceeding any
|
| 385 |
possible franchise(s) or deductibles provided for in the
|
| 386 |
insurances.
|
| 387 |
All time used for repairs under the provisions of sub-
|
| 388 |
clause 13(a) and for repairs of latent defects according
|
| 389 |
to Clause 3(c) above, including any deviation, shall be
|
| 390 |
for the Charterers’ account.
|
| 395 |
the Charterers as the case may be shall immediately
|
| 396 |
furnish the other party with particulars of any additional
|
| 397 |
insurance effected, including copies of any cover notes
|
| 398 |
or policies and the written consent of the insurers of
|
| 399 |
any such required insurance in any case where the
|
| 400 |
consent of such insurers is necessary.
|
| 401 |
(c) The Charterers shall upon the request of the
|
| 402 |
Owners, provide information and promptly execute such
|
| 403 |
documents as may be reasonably required to enable the Owners to
|
| 404 |
comply with the insurance provisions of the Financial
|
| 405 |
Instrument. Cost and time, if any, for Owners' account.
|
| 417 |
(e) The Owners shall upon the request of the
|
| 419 |
be required to enable the Charterers to abandon the
|
| 420 |
Vessel to insurers and claim a constructive total loss.
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|
| 546 |
16. Non-Lien Also see Clause 47
|
| 547 |
The Charterers will not suffer, nor permit to be continued,
|
| 548 |
any lien or encumbrance incurred by them or their
|
| 549 |
agents, which might have priority over the title and
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|
550
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interest of the Owners in the Vessel.
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|
| 560 |
17. Indemnity
|
| 561 |
(a) The Charterers shall indemnify the Owners against
|
| 562 |
any loss, damage or expense incurred by the Owners
|
| 563 |
arising out of or in relation to the operation of the Vessel
|
| 564 |
by the Charterers, and against any lien of whatsoever
|
| 565 |
nature arising out of an event occurring during the
|
| 566 |
Charter Period. If the Vessel be arrested or otherwise
|
| 567 |
detained by reason of claims or liens arising out of her
|
| 568 |
operation hereunder by the Charterers, the Charterers
|
| 569 |
shall at their own expense take all reasonable steps to
|
| 570 |
secure that within a reasonable time the Vessel is
|
| 571 |
released, including the provision of bail.
|
| 572 |
Without prejudice to the generality of the foregoing, the
|
| 573 |
Charterers agree to indemnify the Owners against all
|
| 574 |
consequences or liabilities arising from the Master,
|
| 575 |
officers or agents signing Bills of Lading or other
|
| 576 |
documents.
|
| 577 |
(b) If the Vessel be arrested or otherwise detained by
|
| 578 |
reason of a claim or claims against the Owners, the
|
| 579 |
Owners shall at their own expense take all necessarry
|
| 580 |
steps to promptly and as soon as possible secure that
|
| 581 |
is released, including the provision of bail.
|
| 582 |
In such circumstances the Owners shall indemnify the
|
| 583 |
Charterers against any loss, damage or expense
|
| 584 |
incurred by the Charterers (including hire paid under
|
| 585 |
this Charter) as a direct consequence of such arrest or
|
| 586 |
detention.
|
| 587 |
18. Lien
|
| 588 |
The Owners to have a lien upon all cargoes, sub-hires
|
| 589 |
and sub-freights belonging or due to the Charterers or
|
| 590 |
any sub-charterers and any Bill of Lading freight for all
|
| 591 |
claims under this Charter, and the Charterers to have a
|
| 592 |
lien on the Vessel for all moneys paid in advance and
|
| 593 |
not earned.
|
| 594 |
19. Salvage
|
| 595 |
All salvage and towage performed by the Vessel shall
|
| 596 |
be for the Charterers’ benefit and the cost of repairing
|
| 597 |
damage occasioned thereby shall be borne by the
|
| 598 |
Charterers.
|
| 599 |
20. Wreck Removal
|
| 600 |
In the event of the Vessel becoming a wreck or
|
| 601 |
obstruction to navigation the Charterers shall indemnify
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|
602
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the Owners against any sums whatsoever which the 603 Owners shall become liable to pay and shall pay in 604 consequence of the Vessel becoming a wreck or 605 obstruction to navigation.
|
| 606 |
21. General Average
|
| 607 |
The Owners shall not contribute to General Average.
|
| 608 |
22. Assignment, Sub-Charter and Sale
|
| 609 |
(a) The Charterers shall not assign this Charter nor
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|
610
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sub-charter the Vessel on a bareboat basis except with
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|
611
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the prior consent in writing of the Owners, which shall
|
|
612
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not be unreasonably withheld or delayed, and subject to such terms
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|
613
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and conditions as the Owners shall reasonably approve.
|
|
614
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(b) The Owners shall not sell the Vessel during the 615 currency of this Charter except with the prior written
|
|
616
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consent of the Charterers,
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|
618
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assignment of this Charter.
Subject to the terms and conditions set out in Clause 44 and provided that the Charterers receive a Letter of Quiet Enjoyment in the format attached
hereto as Annex 5, the Owners shall have the right to assign the Bareboat Charter Party, Charter hire and the Vessel's insurance to their financiers for security purposes. All cost and time, if
any, to be for Owners' account.
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|
619
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23. Contracts of Carriage
|
|
620
|
*) (a) The Charterers are to procure that all documents
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|
621
|
issued during the Charter Period evidencing the terms
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|
622
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and conditions agreed in respect of carriage of goods
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|
623
|
shall contain a paramount clause incorporating any
|
|
624
|
legislation relating to carrier’s liability for cargo
|
|
625
|
compulsorily applicable in the trade; if no such legislation
|
|
626
|
exists, the documents shall incorporate the Hague-Visby
|
|
627
|
Rules. The documents shall also contain the New Jason
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|
628
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Clause and the Both-to-Blame Collision Clause.
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|
647
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25. Requisition/Acquisition Also see Clause 40
|
|
648
|
(a) In the event of the Requisition for Hire of the Vessel
|
|
649
|
by any governmental or other competent authority
|
|
650
|
(hereinafter referred to as “Requisition for Hire”)
|
|
651
|
irrespective of the date during the Charter Period when
|
|
652
|
“Requisition for Hire” may occur and irrespective of the
|
|
653
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length thereof and whether or not it be for an indefinite
|
|
654
|
or a limited period of time, and irrespective of whether it
|
|
655
|
may or will remain in force for the remainder of the
|
|
656
|
Charter Period, this Charter shall not be deemed thereby
|
|
657
|
or thereupon to be frustrated or otherwise terminated
|
|
658
|
and the Charterers shall continue to pay the stipulated
|
|
659
|
hire in the manner provided by this Charter until the time
|
|
660
|
when the Charter would have terminated pursuant to
|
|
661
|
any of the provisions hereof always provided however
|
|
662
|
that if all hire has been paid by the Charterers
hereunder, then in the event of “Requisition for Hire” any Requisition
|
|
663
|
Hire or compensation is received
|
|
664
|
Owners, then the same shall be payable to the Charterers during the
|
|
665
|
remainder of the Charter Period or the period of the
|
|
666
|
“Requisition for Hire” whichever be the shorter.
|
|
667
|
(b) In the event of the Owners being deprived of their
|
|
668
|
ownership in the Vessel by any Compulsory Acquisition
|
|
669
|
of the Vessel or requisition for title by any governmental
|
|
670
|
or other competent authority (hereinafter referred to as
|
|
671
|
“Compulsory Acquisition”), then, irrespective of the date
|
|
672
|
during the Charter Period when “Compulsory Acqui-
|
|
673
|
sition” may occur, this Charter shall be deemed 674 terminated as of the date of such “Compulsory
|
|
675
|
Acquisition”. In such event Charter Hire to be considered
|
|
676
|
as earned and to be paid up to the date and time of
|
|
677
|
such “Compulsory Acquisition”.
|
|
678
|
26. War Also see Clause 53
|
|
679
|
(a) For the purpose of this Clause, the words “War
|
|
680
|
Risks” shall include any war (whether actual or
|
|
681
|
threatened), act of war, civil war, hostilities, revolution,
|
|
682
|
rebellion, civil commotion, warlike operations, the laying
|
|
683
|
of mines (whether actual or reported), acts of piracy,
|
|
684
|
acts of terrorists, acts of hostility or malicious damage,
|
|
685
|
blockades (whether imposed against all vessels or
|
|
686
|
imposed selectively against vessels of certain flags or
|
|
687
|
ownership, or against certain cargoes or crews or
|
|
688
|
otherwise howsoever), by any person, body, terrorist or
|
|
689
|
political group, or the Government of any state
|
|
690
|
whatsoever, which may be dangerous or are likely to be
|
|
691
|
or to become dangerous to the Vessel, her cargo, crew
|
|
692
|
or other persons on board the Vessel.
|
|
705
|
(c) The Vessel shall not load contraband cargo, or to
|
|
706
|
pass through any blockade, whether such blockade be
|
|
707
|
imposed on all vessels, or is imposed selectively in any
|
|
708
|
way whatsoever against vessels of certain flags or
|
|
709
|
ownership, or against certain cargoes or crews or
|
|
710
|
otherwise howsoever, or to proceed to an area where
|
|
711
|
she shall be subject, or is likely to be subject to
|
|
712
|
a belligerent’s right of search and/or confiscation.
|
|
|
|
722
|
(e) The Charterers shall have the liberty:
|
|
723
|
(i) to comply with all orders, directions, recommend-
|
|
724
|
ations or advice as to departure, arrival, routes,
|
|
725
|
sailing in convoy, ports of call, stoppages,
|
|
726
|
destinations, discharge of cargo, delivery, or in any
|
|
727
|
other way whatsoever, which are given by the
|
|
728
|
Government of the Nation under whose flag the
|
|
729
|
Vessel sails, or any other Government, body or
|
|
730
|
group whatsoever acting with the power to compel
|
|
731
|
compliance with their orders or directions;
|
|
732
|
(ii) to comply with the orders, directions or recom-
|
|
733
|
mendations of any war risks underwriters who have
|
|
734
|
the authority to give the same under the terms of
|
|
735
|
the war risks insurance;
|
|
736
|
(iii) to comply with the terms of any resolution of the
|
|
737
|
Security Council of the United Nations, any
|
|
738
|
directives of the European Community, the effective
|
|
739
|
orders of any other Supranational body which has
|
|
740
|
the right to issue and give the same, and with
|
|
741
|
national laws aimed at enforcing the same to which
|
|
742
|
the Owners are subject, and to obey the orders
|
|
743
|
and directions of those who are charged with their
|
|
744
|
enforcement.
|
|
764
|
27. Commission
|
|
778
|
28. Termination
|
|
779
|
(a) Charterers’ Default See Clauses 41 and 42
|
|
816
|
(b) Owners’ Default See also Clause 41(b)
|
|
817
|
If the Owners shall by any act or omission be in breach
|
|
818
|
of their obligations under this Charter to the extent that
|
|
819
|
the Charterers are deprived of the use of the Vessel
|
|
820
|
and such breach continues for a period of fourteen (14)
|
|
821
|
running days after written notice thereof has been given
|
|
822
|
by the Charterers to the Owners, the Charterers shall
|
|
823
|
be entitled to terminate this Charter with immediate effect
|
|
824
|
by written notice to the Owners.
|
|
825
|
(c) Loss of Vessel See Clause 40 (d)/(e)
|
|
837
|
(d) Either party shall be entitled to terminate this
|
|
838
|
Charter with immediate effect by written notice to the
|
|
839
|
other party in the event of an order being made or
|
|
840
|
resolution passed for the winding up, dissolution,
|
|
|
|
841
|
liquidation or bankruptcy of the other party (otherwise
|
|
842
|
than for the purpose of reconstruction or amalgamation)
|
|
843
|
or if a receiver is appointed, or if it suspends payment,
|
|
844
|
ceases to carry on business or makes any special
|
|
845
|
arrangement or composition with its creditors. See Clause 41
|
|
846
|
(e) The termination of this Charter shall be without
|
|
847
|
prejudice to all rights accrued due between the parties
|
|
848
|
prior to the date of termination and to any claim that
|
|
849
|
either party might have.
|
|
850
|
29. Repossession
|
|
851
|
In the event of the termination of this Charter in
|
|
852
|
accordance with the applicable provisions of Clauses 28, 41 and 42,
|
|
853
|
the Owners shall have the right to repossess the Vessel
|
|
854
|
from the Charterers at her current or next port of call, or
|
|
855
|
at a port or place convenient to them without hindrance
|
|
856
|
or interference by the Charterers, courts or local
|
|
857
|
authorities. Pending physical repossession of the Vessel
|
|
858
|
in accordance with this Clause 29, the Charterers shall
|
|
859
|
hold the Vessel as gratuitous bailee only to the Owners.
|
|
860
|
The Owners shall arrange for an authorised represent-
|
|
861
|
ative to board the Vessel as soon as reasonably
|
|
862
|
practicable following the termination of the Charter. The
|
|
863
|
Vessel shall be deemed to be repossessed by the
|
|
864
|
Owners from the Charterers upon the boarding of the
|
|
865
|
Vessel by the Owners’ representative. All arrangements
|
|
866
|
and expenses relating to the settling of wages,
|
|
867
|
disembarkation and repatriation of the Charterers’
|
|
868
|
Master, officers and crew shall be the sole responsibility
|
|
869
|
of the Charterers.
|
|
870
|
30. Dispute Resolution
|
|
871
|
*) (a) This Contract shall be governed by and construed
|
|
872
|
in accordance with English law and any dispute arising
|
|
873
|
out of or in connection with this Contract shall be referred
|
|
874
|
to arbitration in London in accordance with the Arbitration
|
|
875
|
Act 1996 or any statutory modification or re-enactment
|
|
876
|
thereof save to the extent necessary to give effect to
|
|
877
|
the provisions of this Clause.
|
|
878
|
The arbitration shall be conducted in accordance with
|
|
879
|
the London Maritime Arbitrators Association (LMAA)
|
|
880
|
Terms current at the time when the arbitration proceed-
|
|
881
|
ings are commenced.
|
|
882
|
The reference shall be to three arbitrators. A party
|
|
883
|
wishing to refer a dispute to arbitration shall appoint its
|
|
884
|
arbitrator and send notice of such appointment in writing
|
|
885
|
to the other party requiring the other party to appoint its
|
|
886
|
own arbitrator within 14 calendar days of that notice and
|
|
887
|
stating that it will appoint its arbitrator as sole arbitrator
|
|
888
|
unless the other party appoints its own arbitrator and
|
|
889
|
gives notice that it has done so within the 14 days
|
|
890
|
specified. If the other party does not appoint its own
|
|
891
|
arbitrator and give notice that it has done so within the
|
|
892
|
14 days specified, the party referring a dispute to
|
|
893
|
arbitration may, without the requirement of any further
|
|
894
|
prior notice to the other party, appoint its arbitrator as
|
|
895
|
sole arbitrator and shall advise the other party
|
|
896
|
accordingly. The award of a sole arbitrator shall be
|
|
897
|
binding on both parties as if he had been appointed by
|
|
898
|
agreement.
|
|
899
|
Nothing herein shall prevent the parties agreeing in
|
|
900
|
writing to vary these provisions to provide for the
|
|
901
|
appointment of a sole arbitrator.
|
|
902
|
In cases where neither the claim nor any counterclaim
|
|
903
|
exceeds the sum of US$
|
|
904
|
the parties may agree) the arbitration shall be conducted
|
|
905
|
in accordance with the LMAA Small Claims Procedure
|
|
906
|
current at the time when the arbitration proceedings are
|
|
907
|
commenced.
|
|
932
|
(d) Notwithstanding (a), (b) or (c) above, the parties
|
|
933
|
may agree at any time to refer to mediation any
|
|
934
|
difference and/or dispute arising out of or in connection
|
|
935
|
with this Contract.
|
|
936
|
In the case of a dispute in respect of which arbitration
|
|
937
|
has been commenced under (a), (b) or (c) above, the
|
|
938
|
following shall apply:-
|
|
939
|
(i) Either party may at any time and from time to time
|
|
940
|
elect to refer the dispute or part of the dispute to
|
|
941
|
mediation by service on the other party of a written
|
|
942
|
notice (the “Mediation Notice”) calling on the other
|
|
943
|
party to agree to mediation.
|
|
944
|
(ii) The other party shall thereupon within 14 calendar
|
|
945
|
days of receipt of the Mediation Notice confirm that
|
|
946
|
they agree to mediation, in which case the parties
|
|
947
|
shall thereafter agree a mediator within a further
|
|
948
|
14 calendar days, failing which on the application
|
|
949
|
of either party a mediator will be appointed promptly
|
|
950
|
by the Arbitration Tribunal (“the Tribunal”) or such
|
|
951
|
person as the Tribunal may designate for that
|
|
952
|
purpose. The mediation shall be conducted in such
|
|
953
|
place and in accordance with such procedure and
|
|
954
|
on such terms as the parties may agree or, in the
|
|
955
|
event of disagreement, as may be set by the
|
|
956
|
mediator.
|
|
957
|
(iii) If the other party does not agree to mediate, that
|
|
958
|
fact may be brought to the attention of the Tribunal
|
|
959
|
and may be taken into account by the Tribunal when
|
|
960
|
allocating the costs of the arbitration as between 961 the parties.
|
|
962
|
(iv) The mediation shall not affect the right of either
|
|
963
|
party to seek such relief or take such steps as it
|
|
964
|
considers necessary to protect its interest.
|
|
965
|
(v) Either party may advise the Tribunal that they have
|
|
966
|
agreed to mediation. The arbitration procedure shall
|
|
|
|
967
|
continue during the conduct of the mediation but
|
|
968
|
the Tribunal may take the mediation timetable into
|
|
969
|
account when setting the timetable for steps in the
|
|
970
|
arbitration.
|
|
971
|
(vi) Unless otherwise agreed or specified in the
|
|
972
|
mediation terms, each party shall bear its own costs
|
|
973
|
incurred in the mediation and the parties shall share
|
|
974
|
equally the mediator’s costs and expenses.
|
|
975
|
(vii) The mediation process shall be without prejudice
|
|
976
|
and confidential and no information or documents
|
|
977
|
disclosed during it shall be revealed to the Tribunal
|
|
978
|
except to the extent that they are disclosable under
|
|
979
|
the law and procedure governing the arbitration.
|
|
980
|
(Note: The parties should be aware that the mediation
|
|
981
|
process may not necessarily interrupt time limits.)
|
|
982
|
(e) If Box 35 in Part I is not appropriately filled in, sub- clause
|
|
983
|
30(a) of this Clause shall apply. Sub-clause 30(d) shall
|
|
984
|
apply in all cases.
|
|
985
|
*) Sub-clauses 30(a), 30(b) and 30(c) are alternatives;
|
|
986
|
indicate alternative agreed in Box 35.
|
|
987
|
31. Notices See Clause 52
|
|
988
|
(a) Any notice to be given by either party to the other
|
|
989
|
party shall be in writing and may be sent by fax, telex,
|
|
990
|
registered or recorded mail or by personal service.
|
|
991
|
(b) The address of the Parties for service of such
|
|
992
|
communication shall be as stated in Clause 52.
|
|
|
|
|
|
|
|
|
| 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 44
|
|
16
|
shall apply.
|
| 17 |
3. Termination of Charter by Default
|
| 25 |
In the event of the Vessel being deleted from the
|
| 26 |
Bareboat Charter Registry as stated in Box 44, due to a
|
| 27 |
default by the Owners in the payment of any amounts
|
| 28 |
due under the mortgage(s), the Charterers shall have
|
| 29 |
the right to terminate this Charter forthwith and without
|
| 30 |
prejudice to any other claim they may have against the
|
|
31
|
Owners under this Charter.
|
|
|
|
32.
|
MEMORANDUM OF AGREEMENT AND DELIVERY
|
|
(a)
|
A Memorandum of Agreement dated 29 March 2023 (the “MOA”) has been concluded between the Owners (in the MOA, the Owners are referred to as the “Buyers”) and the Bareboat Charterers, i.e., Knight Ocean
Navigation Co (in the MOA, the Bareboat Charterers are referred to as the “Sellers”) for the sale and purchase of the Vessel.
|
|
(b)
|
The Owners shall deliver and the Bareboat Charterers shall take delivery of the Vessel under the Charter on an “as is, where is” basis, simultaneously with delivery of the Vessel from Sellers to the Buyers
under the MOA, without any settlement for any remaining bunkers and unused lubricating oils including hydraulic oils and greases, unbroached provisions, paints, ropes and other consumable stores which are excluded from the sale and taken over
by the Bareboat Charterers from the Sellers directly. The delivery date for the purpose of this Charter shall be the same date and time as for the delivery of the Vessel from the Sellers to the Buyers under the MOA. The date when the Bareboat
Charterers take delivery of the Vessel hereunder is referred to as the “Delivery Date”. The Owners and the Bareboat Charterers will sign in 2 originals (one for the Owners and one for the Bareboat Charterers) on the Delivery Date a Protocol
of Delivery and Acceptance (in the form of Annex 5), evidencing the date, time and place of delivery of the Vessel from the Owners to the Bareboat Charterers under this Charter. The Protocols of Delivery and Acceptance will be exchanged by
pdf copy on the Delivery Date with the originals to follow as soon as possible by courier.
|
|
(c)
|
Provided the Vessel has been delivered to the Owners in accordance with the terms of the MOA, the Bareboat Charterers shall not be entitled to refuse terms of acceptance of delivery of the Vessel under this
Charter. Upon and after delivery of the Vessel, the Owners shall have no liability whatsoever for any fault or deficiency in their description of the Vessel or for any defects in the Vessel regardless of whether such defect were apparent or
latent at the time of delivery and the Bareboat Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties whether express or implied as to the condition of the Vessel,
the seaworthiness of the Vessel or otherwise howsoever.
|
|
(d)
|
If:
|
| (i) |
a Termination Event or an Owners’ Default occurs prior to the delivery of the Vessel by the Sellers to Owners as buyers under the MOA; and/or
|
| (ii) |
it becomes unlawful for the Owners (as buyers) to perform or comply with any or all of their obligations under the MOA or any of the obligations of the Owners under the MOA are not or cease to be legal, valid, binding and enforceable; and/or
|
| (iii) |
the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason,
|
|
33.
|
ISM CODE
|
|
34.
|
CHARTER PERIOD
|
| (a) |
The Owners shall let to the Bareboat Charterers and the Bareboat Charterers shall take the Vessel on charter for the period and upon the terms and conditions contained herein.
|
| (b) |
Subject always to the provisions hereto, the period of the chartering of the Vessel hereunder (hereinafter referred to as the "Charter Period”) shall be six (6) years (unless terminated at an earlier date in accordance with the terms hereof)
commencing on the Delivery Date, provided always that the chartering of the Vessel hereunder may be terminated by the Owners or the Bareboat Charterers pursuant to the provisions hereof.
|
|
35.
|
CHARTER HIRE
|
| 1. |
Interest Component: (Outstanding Lease Amount x (3M CME Term SOFR + 2.80%) x elapsed days / 360), whereby the "Outstanding Lease Amount" refers to the Purchase Price as amortized in accordance with
Annex 1. The interest component shall under no circumstance be lower than zero percent (0%).
|
| 2. |
Amortization Component: Six (6) years to zero in fixed equal repayments as per Annex 1.
|
| 3. |
Cost Coverage Component: USD 160 per day.
|
|
36.
|
PAYMENTS
|
| (a) |
Notwithstanding anything to the contrary contained in this Charter, all payments by the Bareboat Charterers hereunder (whether by way of hire or otherwise) shall be made in full free of bank charge and without any deduction, set-off or
counter-claim as follows:-
|
|
(i)
|
not later than 11:00 a.m. (New York time) one Banking Date prior to the date on which the relevant payment is due under the terms of this Charter; and
|
|
(ii)
|
in United States Dollars to the bank account of the Owner with THE CHUGOKU BANK, LTD. KURE BRANCH (or such other bank or banks as may from time to time be notified by the Owners to the Bareboat Charterers by
not less than fourteen (14) days' prior written notice) for the account of the Owners.
|
| (b) |
lf any day for the making of any payment hereunder shall not be a Banking Day (being, for all purposes of this Charter, a day, other than a Saturday or a Sunday, on which banks are open for transaction of business of the nature required by
this Charter in Japan, Greece and USA) the due date for payment of the same shall be the next following Banking Day unless, in the case of a payment of hire hereunder, the next following Banking Day falls in the following calendar month, in
which case the due date for the relevant payment of hire shall be the immediately preceding Banking Day.
|
| (c) |
In the event of failure by the Bareboat Charterers to pay within three (3) Banking Days after the due date for payment thereof, or in the case of a sum payable on demand, the date of demand therefore, any hire or other amount payable by them
under this Charter, the Bareboat Charterers will pay to the Owners on demand interest on such hire or other amount from the date of such failure to the date of actual payment (both before and after any relevant judgment or winding up of the
Bareboat Charterers) at a rate of the aggregate of 3M CME Term SOFR + 3.00%. Interest payable by the Bareboat Charterers as aforesaid shall be compounded at such intervals as the Owners shall determine and shall be payable on demand.
|
| (d) |
Any interest payable under this Charter shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.
|
| (e) |
In this Charter, unless the context otherwise requires, “month” means a period beginning in one calendar month (and, in the case of the first month, on the date of delivery hereunder) and ending in the succeeding calendar month on the day
numerically corresponding to the day of the calendar month in which such period started provided that if there is no such numerically corresponding day, such period shall end on the last day in the relevant calendar month and “monthly” shall be
construed accordingly.
|
|
37.
|
FLAG AND CLASS
|
|
38.
|
IMPROVEMENT, MODIFICATIONS AND ADDITIONS
|
|
39.
|
UNDERTAKINGS FOR INSPECTION AND QUIET ENJOYMENT
|
|
40.
|
INSURANCE, TOTAL LOSS AND COMPULSORY ACQUISITION
|
| (a) |
For the purpose of this Charter, the term “Total Loss” shall include actual or constructive or compromised or agreed or arranged total loss of the Vessel. “Compulsory Acquisition” shall have the meaning assigned thereto in Clause 25 (b)
hereof.
|
| (b) |
The Bareboat Charterers undertake with the Owners that throughout the Charter Period:-
|
| (i) |
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 on such similar terms as the Bareboat Charterers shall choose with
such insurers (including P&I Clubs and war risks Associations) as the Bareboat Charterers shall choose, provided that all insurances are issued with reputable insurers and the current terms and insurers as of the execution date of this
Charter shall be deemed to be pre-approved, provided further that in case that any material insurance terms or the lead insurer is changed and the successor insurer is not reputable, the Charterers shall obtain the prior written consent of the
Owner (which consent shall not be unreasonably withheld or delayed, (it being agreed and understood by the Bareboat Charterers that there shall be no element of self-insurance or insurance through
captive insurance companies without the prior written consent of the Owners). The Bareboat Charterers agree that the Owners shall be named as co-assureds in the insurances;
|
|
(ii)
|
they will be properly entered in and keep entry of the Vessel with a P&I Club that is a member of the International Group of Protection and Indemnity Association for the full tonnage of the Vessel and
against all prudent P&I risks in accordance with the rules of such association or club including, in case of oil pollution liability risks equal to the highest level of cover from time to time available under the basic entry with such
P&I Club;
|
|
(iii)
|
that so long as the Vessel is mortgaged by the Mortgage (as defined in Clause 44) 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, include the loss payable clause as contained in the “Assignment of Insurance” to be entered between the Owners and the Bareboat Charterers as assignors and the Mortgagee as assignee;
|
|
(iv)
|
the Bareboat Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall 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.
|
| (c) |
Notwithstanding anything to the contrary contained in Clauses 13 and any other provisions hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks on hull and machinery basis. The Bareboat
Charterers shall have the option, to take out on a full hull and machinery basis increased value insurance for the Vessel.
|
| (d) |
(i) lf the Vessel shall become a Total Loss or be subject to Compulsory Acquisition the chartering of the Vessel to the Bareboat Charterers hereunder shall cease and the Bareboat Charterers shall 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 and up to the date on which the Total Loss or Compulsory Acquisition occurred (the "Date of Loss") and shall thereafter be under no obligation
to pay hire, provided that (aa) the Bareboat Charterers shall pay, or procure that the relevant insurers pay, the Total Loss Compensation (as defined below) to the Owners or the Mortgagee (as assignee thereof) within one hundred and eighty
(180) days (or such longer period as may be agreed in writing) of the Date of Loss and (bb) all charter hire paid by the Bareboat Charterers covering the period after the Date of Loss shall be set off against the amount of the Total Loss
Compensation (as defined below).
|
|
|
(ii) For the purpose of ascertaining the Date of Loss:
|
| (A) |
an actual total loss of the Vessel shall be deemed to have occurred at the actual date the Vessel was lost but in the event of the date of the loss being unknown, then 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 at the date that notice of abandonment of the Vessel is given to the insurers (provided a claim for
such constructive total loss is admitted by 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 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 Bareboat Charterers shall be entitled to give notice claiming a constructive total
loss but prior to the giving of such notice shall be supplied with all such information as such party may request; Each of the Owners and the Bareboat 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 Bareboat Charterers pursuant to Clauses 13 and 40, 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 Mortgagee(s) as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagee(s)):-
|
| (f) |
The Owners and the Mortgagee shall execute the "Assignment of Insurance" of which contents and wording shall be mutually agreed between the Owners and the Bareboat Charterers.
|
| (g) |
The Bareboat Charterers further covenants with the Owners that the Vessel will, if applicable, be equipped and accredited with any required trading documentation and/or authorizations necessary to legitimize the entry of the Vessel into the
waters of any jurisdiction as might be necessary. Such trading documentation and authorizations shall if and when applicable include, inter alia, valid certification under the International Convention on Civil Liability for Oil Pollution Damage
as amended, a valid U.S. Coast Guard Certificate of Financial Responsibility (water pollution), a valid certificate from any U.S. state that requires a state equivalent of a Certificate of Financial Responsibility, a vessel classification
certificate and any other credentials/certificates as might be, or may come to be, required. Copies of such trading documentation and/or authorizations shall be made available to the Owners promptly following their written request to the
Bareboat Charterers.
|
|
41.
|
TERMINATION EVENTS
|
| (a) |
Each of the following events shall be a “Termination Event” for purposes of this Charter-
|
|
(i)
|
if any Charter Hire payment or any other sum payable by the Bareboat Charterers under this Charter (including any sum expressed to be payable by the Bareboat Charterers on demand) shall not be paid on the due
date of payment and such failure to pay is not remedied in full within ten (10) Banking Days of receipt by the Bareboat Charterers of written notice from the Owners notifying the Bareboat Charterers of such failure and requesting that payment
is made; or
|
|
(ii)
|
if either (A) the Bareboat Charterers shall fail at any time to effect or maintain any insurances required to be effected and maintained under this Charter, or any insurer shall avoid or cancel any such
insurances (other than where the relevant avoidance or cancellation results from an event or circumstance outside the reasonable control of the Bareboat Charterers and the relevant insurance are reinstated or re-constituted in a manner
meeting the requirements of this Charter) or the Bareboat Charterers shall commit any breach of or make any misrepresentation in respect of any such insurances the result of which is to entitle the relevant insurer to avoid the policy or
otherwise to be excused or released from all or any of its liability thereunder to the Owners (unless, prior to the relevant insurer exercising any such right, the insurer expressly and irrevocably waives the breach or misrepresentation in
question), or (B) any of the said insurances shall cease for any reason whatsoever to be in full force and effect (other than where the reason in question is outside the reasonable control of the Bareboat Charterers and the relevant
insurances are reinstated or re-constituted in a manner meeting the requirements of this Charter); or
|
|
(iii)
|
if the Bareboat Charterers shall at any time fail to observe or perform any of their material obligations under this Charter, other than those obligations referred to in sub-clause (i) or sub-clause (ii) of
this Clause 41 (a), and if capable of remedy, such failure to observe or perform any such obligation is not remedied within fourteen (14) Banking Days of receipt by the Bareboat Charterers of a written notice from the Owners requesting
remedial action; or
|
|
(iv)
|
if any material representation or warranty or statement by the Bareboat Charterers in connection with this Charter or in any document or certificate furnished to one party hereto by the other party hereto in
connection herewith or therewith shall prove to have been untrue, inaccurate or misleading in any material respect when made and, if capable of remedy, such occurrence continues unremedied for a period of fourteen (14) Banking Days after
receipt by the Bareboat Charterers of written notice from the Owners requesting remedial action; or
|
|
(v)
|
if an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Bareboat Charterers or by themselves unless such
application or petition is being contested in good faith and on substantial grounds and is stayed, dismissed or withdrawn within sixty (60) days after the presentation of the application or petition or any resolution passed by the Bareboat
Charterers for the appointment of any liquidator, receiver, trustee, curator or sequestrator (or similar official) of the Bareboat Charterers in respect of all or a substantial part of their respective assets (save for the purposes of an
amalgamation, merger, demerger or reconstruction not involving insolvency, the terms of which shall have received the prior written approval of the Owners or an amalgamation, merger, demerger or reconstruction where the Bareboat Charterers or
their parent company is the surviving entity, whereby the approval of the Owners shall not be required) unless such resolution are revoked within sixty (60) days: or
|
|
(vi)
|
if the Bareboat Charterers shall stop payments on a substantial proportion (by value) of their financial credit obligations by reason of the Bareboat Charterers’ fault or shall cease to carry on or suspend all
or a fundamental part of their business or shall make an official declaration of bankruptcy or insolvency or shall otherwise become or be adjudicated insolvent; or
|
|
(vii)
|
if any consent, authorization, license or approval necessary for this Charter to be or remain the valid legally binding obligations of the Bareboat Charterers, or to the Bareboat Charterers to perform their
obligations hereunder or thereunder, is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed (provided that the occurrence of such circumstances shall not give rise to a Termination Event if capable of
remedy, and the same are remedied within thirty (30) days of the date of their occurrence), other than as would not be reasonably expected to result in a material adverse event.
|
|
(viii)
|
if the Vessel is arrest or detained or otherwise captured by any third party and the Bareboat Charterers fails to take all necessary actions to release the Vessel within thirty (30) days of occurrence of such
event (excluding the arrest or detention of the Vessel which the Owners shall be responsible for in accordance with Clause 17 (b) hereof).
|
|
(ix)
|
if the guarantee provided by Seanergy Maritime Holdings Corp. (the “Charterers’ Guarantor”) to guarantee the Bareboat Charterers’ obligations hereunder is rescind, canceled, terminated or otherwise becomes null
and void for any reason and the new guarantee is not provided by the Charterers’ Guarantor within one (1) month of occurrence of such event.
|
|
(x)
|
if any event as referred to in (v) or (vi) above has occurred with respect to the Charterers’ Guarantor.
|
| (b) |
Upon occurrence of any of the following events (an “Owners’ Default”):
|
| 1. |
the Owners fail to comply with any material obligations under this Charter and such default, if capable of remedy, is not remedied to the Bareboat Charterers' reasonable satisfaction within twenty (20) Banking Days after notice from the
Bareboat Charterers requesting Owners’ action to remedy same;
|
| 2. |
if any material representation or warranty or statement by the Owners in connection with this Charter or in any document or certificate furnished to one party hereto by the other party hereto in connection herewith or therewith shall prove
to have been untrue, inaccurate or misleading in any material respect when made and, if capable of remedy, such occurrence continues unremedied for a period of fourteen (14) Banking Days after receipt by the Owners of written notice from the
Bareboat Charterers requesting remedial action;
|
| 3. |
it is or becomes unlawful for the Owners to perform any of their obligations in any material respects under this Charter or this Charter or any obligation of the Owners under this Charter ceases to be legal, valid, binding or enforceable,
and which, if capable of remedy, is not rectified within fourteen (14) Banking Days after occurrence thereof;
|
| 4. |
ownership of the Vessel is transferred by the Owners in breach of Clause 22 (b);
|
| 5. |
Subject always to Clause 17 (b), the Vessel is under arrest, detention, seizure or confiscation as a direct result of the Owners’ actions or omissions;
|
| 6. |
there is a change in the legal and/or beneficial owner of the shares in the Owners without the Bareboat Charterers’ prior written approval (such approval not to be unreasonably withheld or delayed), other than in favour of an affiliate of
the Owners;
|
| 7. |
any of the following occurs in relation to the Owners:
|
| i) |
an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Owners or by themselves or any order shall be made unless such application or an application
or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Owners or by themselves or any order shall be made unless such application or petition is being contested in
good faith and on substantial grounds and is dismissed or withdrawn within sixty (60) days of the presentation of the application or petition or any resolution passed by the Owners for the appointment of any liquidator, receiver, trustee,
curator or sequestrator (or similar official) of the Owners in respect of all or a substantial part of their respective assets (save for the purposes of an amalgamation, merger or reconstruction not involving insolvency, the terms of which
shall have received the prior written approval of the Bareboat Charterers or an amalgamation, merger or reconstruction where the Owners or their parent company is the surviving entity) unless such resolution are revoked within sixty (60) days:
or
|
| ii) |
if the Owners shall stop payments to a substantial proportion (by value) to their creditors by reason of the Owners’ fault or shall cease to carry on or suspend all or a substantial part of their business or shall make an official
declaration of bankruptcy or insolvency or shall otherwise become or be adjudicated insolvent
|
| (A) |
the obligation of the Bareboat Charterers to pay Charter Hire shall immediately cease until such Owners’ Default is rectified;
|
| (B) |
the Bareboat Charterers shall have the option immediately thereafter to:
|
| i) |
exercise its option to purchase the Vessel in accordance with Clause 49 (without having the obligation to send one (1) month prior notice pursuant to Clause 49) for the amount set out therein less the losses, costs and expenses directly
incurred by the Bareboat Charterers due to the Owner's Default and less the premium set out in Annex 2; or
|
| ii) |
terminate this Charter whereupon the Owners shall pay to the Bareboat Charterers the losses, costs and expenses directly incurred by the Bareboat Charterers due to the Owner's Default. For the avoidance of doubt, nothing precludes the
Bareboat Charterers from engaging in discussions with new owners of the Vessel or any administrator thereof as the case may be, to continue the Charter.
|
|
42.
|
OWNERS' RIGHTS ON TERMINATION
|
| (a) |
Subject to the provisions of Clause 41 hereof and that no Owners’ Default has occurred and is continuing, at any time after a Termination Event shall have occurred and be continuing, the Owners may, by written notice to the Bareboat
Charterers immediately, or on such date as the Owners shall specify, terminate the chartering by the Bareboat Charterers of the Vessel under this Charter, whereupon the Vessel shall no longer be in the possession of the Bareboat Charterers with
the consent of the Owners, and the Bareboat Charterers shall redeliver the Vessel to the Owners as per Clause 42 (b) and (c) hereof.
|
| (b) |
If the chartering of the Vessel under the Charter is terminated in accordance with this Clause 42, the Bareboat Charterers shall redeliver the Vessel free from any cargoes, charters, liens, encumbrances, debts, other claims, arrests or
detentions (other than this Charter and those created or incurred by the Owners), without delay, substantially in the same condition and class as that in which she was delivered, fair wear and tear excepted, at a safe and ice-free and practical
for both parties redelivery port or place as reasonably indicated by the Owners and pay to the Owners the following Termination Compensation immediately on the date of termination (the “Termination Date"):-
|
| (c) |
All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Bareboat Charterers’ Master, officers and crew shall be the sole responsibility of the Bareboat Charterers.
|
| (d) |
If the Bareboat Charterers fail to meet in full the Owner’s demand for payment of the Termination Compensation within ten (10) Banking Days of the date on which the Owners requested such payment, then the Owners shall, at the Bareboat
Charterers’ cost and time, obtain an appraisal of the market value of the Vessel by obtaining a valuation from each of Fearnley Offshore, and Simpson Spence Young. The market value of the Vessel shall be the average of the two valuations
received. In the event that the market value of the Vessel based on the two valuations obtained is higher than the aggregate sum of (i) Owners’ outstanding principal loan, interests accrued thereon up to the expected date of sale and other
amounts (than break costs) to be paid by the Owners under its financing of the Vessel and (ii) the Termination Compensation, then the Owners shall be obliged to put the Vessel on the market (with the co-operation of the Bareboat Charterers, if
need be) for finding of a buyer. The Owners shall use its reasonable efforts to enter into an agreement for the sale of the Vessel within thirty (30) days thereafter and the net proceeds from the sale of the Vessel shall be divided between the
parties as follows:
|
| (A) |
An amount equal to the aggregate of the (i) duly documented expenses and costs as may have been incurred by the Owners in respect of the sale of the Vessel (including the fees and costs incurred in relation to the valuation of the Vessel and
brokers’ fee if appointed for sale of the Vessel), plus (ii) the outstanding principal loan, interests thereon up to the completion of the sale and other amounts (than break costs) to be paid by the Owners under Owners' financing of the Vessel,
plus (iii) the Termination Compensation shall be retained by the Owners; and
|
| (B) |
the balance of the net sale proceeds shall be paid to the Bareboat Charterers. The Bareboat Charterers shall pay the shortfall to the Owners if the net proceeds for the sale of the Vessel is less than the amount in (A) above.
|
| (e) |
If the Charter is terminated in accordance with this Clause 42 then, notwithstanding anything herein to the contrary, the Bareboat Charterers shall have the right to exercise its option to purchase the Vessel in accordance with, and for the
relevant amount, set out in Clause 49 (notwithstanding the Charterers' obligation to send three (3) months prior written notice pursuant to Clause 49), it being understood and agreed that the Bareboat Charterers exercise of such option shall be
construed and considered as a remedy of the relevant Termination Event and no other Termination Compensation or other costs or fees shall be payable by the Bareboat Charterers without prejudice to the Owners’ right to claim direct damages (not
including loss of profits or earnings) against the Charterers if occurred due to the relevant Termination Event.
|
| (f) |
In the event of any of the following, the Bareboat Charterers shall, as soon as practicable thereafter, redeliver the Vessel to the Owners together with payment of the Termination Compensation in accordance with Clause 42 (b) and (c) without
prejudice to the Owners’ rights hereunder, until such time the Bareboat Charterers shall, as gratuitous bailee, hold, insure and maintain the Vessel for the benefit of the Owners in accordance with the terms and conditions of this Charter as if
this Charter had continued without the occurrence of the Termination Event:
|
| (i) |
If Bareboat Charterers meet in full the Owner’s demand for payment of the Termination Compensation within ten (10) Banking Days of the date on which the Owners requested such payment;
|
| (ii) |
the market value of the Vessel as assessed pursuant to Clause 42 (d) is not higher than the aggregate sum of (i) Owners’ outstanding principal loan, interests accrued thereon up to the expected date of sale and other amounts (than break
costs) to be paid by the Owners under its financing of the Vessel and (ii) the Termination Compensation; or
|
| (iii) |
the Bareboat Charterers declared the exercise of the purchase option of the Vessel but fail to purchase her within two months of the Termination Event.
|
|
43.
|
NAME
|
|
44.
|
MORTGAGE and ASSIGNMENT
|
|
45.
|
NOT IN USE
|
|
46.
|
NOT IN USE
|
|
47.
|
NOT IN USE
|
|
48.
|
NOT IN USE
|
|
49.
|
BAREBOAT CHARTERERS' OPTION TO PURCHASE VESSEL
|
|
(i)
|
The Owners as seller makes no representation or warranty (and whether expressed or implied by statute, common law or others) as to any seaworthiness, merchantability, condition, design, description, operation,
performance, capacity, quality, durability, or fitness for use or as to the eligibility of the Vessel with everything belonging to her for any particular purpose or trade whatsoever; and
|
|
(ii)
|
If the Bareboat Charterers shall appoint a guaranteed nominee as a buyer (the “Nominated Buyer”) under this Clause 49, the Bareboat Charterers shall unconditionally and irrevocably, as principal debtor and not
merely as surety, guarantee any and all obligations of the Nominated Buyer under the sale and purchase of the Vessel in this Clause 49.
|
|
50.
|
NOT IN USE
|
|
51.
|
MISCELLANEOUS
|
| (a) |
The terms and conditions of this Charter and the respective rights of the Owners and the Bareboat Charterers shall not be waived or varied otherwise than by an instrument in writing of the same date as or subsequent to this Charter executed
by both parties or by their duly authorized representatives.
|
|
(b)
|
No failure or delay on the part of the Owners or the Bareboat Charterers in exercising any power, right or remedy hereunder or in relation to the Vessel shall operate as a waiver thereof nor shall any single or
partial exercise of any such right, power or remedy preclude any other or further exercise of any such right or power or the exercise of any other right, power or remedy.
|
|
(c)
|
lf any terms or condition of this Charter shall to any extent be illegal, invalid or unenforceable, the remainder of this Charter shall not be affected thereby and all other terms and condition shall be legal
valid and enforceable to the fullest extent permitted by law.
|
|
52.
|
COMMUNICATIONS
|
|
53.
|
TRADING IN WAR RISK AREA
|
|
54.
|
INVENTORIES, OIL AND STORES
|
|
55.
|
TRADE AND COMPLIANCE CLAUSE
|
|
56.
|
MINIMUM VALUE
|
| a) |
The Bareboat Charterers shall procure that during the Charter Period, the market value of the Vessel shall be equal to or higher than 120% of the Outstanding Lease Amount (the “Minimum Value”). On every twelve month anniversary of the
Delivery Date, the Bareboat Charterers shall, at their own cost and time, obtain and deliver a valuation from each of Fearnley Offshore, and Simpson Spence Young , evidencing the market value of the Vessel (the average of the two valuations
received being called the “Market Value”).
|
| b) |
If the Market Value is less than the Minimum Value, the Bareboat Charterers shall remedy the same by either (and the Owners' option):
|
| (i) |
prepay the Amortization Component of the Charter Hire at least in the amount equal to the Minimum Value less the Market Value (the “Difference Amount”); or
|
| (ii) |
make available to the Owners a cash collateral of the Difference Amount or more,
|
|
57.
|
COSTS
|
| a) |
Each of the Owners and the Bareboat Charterers shall bear the costs and expenses they incur in connection with the negotiation, preparation and execution of this Charter and any other documents prepared in connection hereto, provided
however, that Bareboat Charterers accept to pay to the Owners a upfront fee of USD 150,000.
|
| b) |
The upfront fee shall be payable together with the first installment of Charter Hire.
|
|
58.
|
CHARTERERS’ UNDERTAKINGS
|
| (a) |
The Bareboat Charterers shall notify the Owners forthwith of:
|
| (i) |
any accident to the Vessel involving repairs the cost whereof will or is likely to exceed in the aggregate the sum of US$ 500,000.00 or the equivalent in any other currency;
|
| (ii) |
any occurrence in consequence whereof the Vessel has become or is likely to become a Total Loss or Compulsory Acquisition;
|
| (iii) |
any arrest, detention, seizure or confiscation of the Vessel, or the exercise or purported exercise of any lien on the Vessel; and/or
|
| (iv) |
occurrence of the Termination Event or any occurrence in consequence whereof the Termination occurs or is likely to occur.
|
| (b) |
The Bareboat Charterers shall, at all times, place and maintain in a conspicuous place in the navigation room and in the cabin of the Captain of the Vessel a printed notice in the following form:-
|
|
Year
|
Month
|
Opening Balance
|
Amortization
|
Ending
balance/Outstanding
Lease Amount
|
|
0
|
0
|
19,000,000.00
|
19,000,000.00
|
|
|
1
|
1
|
19,000,000.00
|
263,889.89
|
18,736,110.11
|
|
1
|
2
|
18,736,110.11
|
263,889.89
|
18,472,220.22
|
|
1
|
3
|
18,472,220.22
|
263,889.89
|
18,208,330.33
|
|
1
|
4
|
18,208,330.33
|
263,889.89
|
17,944,440.44
|
|
1
|
5
|
17,944,440.44
|
263,889.89
|
17,680,550.55
|
|
1
|
6
|
17,680,550.55
|
263,889.89
|
17,416,660.66
|
|
1
|
7
|
17,416,660.66
|
263,889.89
|
17,152,770.77
|
|
1
|
8
|
17,152,770.77
|
263,889.89
|
16,888,880.88
|
|
1
|
9
|
16,888,880.88
|
263,889.89
|
16,624,990.99
|
|
1
|
10
|
16,624,990.99
|
263,889.89
|
16,361,101.10
|
|
1
|
11
|
16,361,101.10
|
263,889.89
|
16,097,211.21
|
|
1
|
12
|
16,097,211.21
|
263,889.89
|
15,833,321.32
|
|
2
|
13
|
15,833,321.32
|
263,889.89
|
15,569,431.43
|
|
2
|
14
|
15,569,431.43
|
263,889.89
|
15,305,541.54
|
|
2
|
15
|
15,305,541.54
|
263,889.89
|
15,041,651.65
|
|
2
|
16
|
15,041,651.65
|
263,889.89
|
14,777,761.76
|
|
2
|
17
|
14,777,761.76
|
263,889.89
|
14,513,871.87
|
|
2
|
18
|
14,513,871.87
|
263,889.89
|
14,249,981.98
|
|
2
|
19
|
14,249,981.98
|
263,889.89
|
13,986,092.09
|
|
2
|
20
|
13,986,092.09
|
263,889.89
|
13,722,202.20
|
|
2
|
21
|
13,722,202.20
|
263,889.89
|
13,458,312.31
|
|
2
|
22
|
13,458,312.31
|
263,889.89
|
13,194,422.42
|
|
2
|
23
|
13,194,422.42
|
263,889.89
|
12,930,532.53
|
|
2
|
24
|
12,930,532.53
|
263,889.89
|
12,666,642.64
|
|
3
|
25
|
12,666,642.64
|
263,889.89
|
12,402,752.75
|
|
3
|
26
|
12,402,752.75
|
263,889.89
|
12,138,862.86
|
|
3
|
27
|
12,138,862.86
|
263,889.89
|
11,874,972.97
|
|
3
|
28
|
11,874,972.97
|
263,889.89
|
11,611,083.08
|
|
3
|
29
|
11,611,083.08
|
263,889.89
|
11,347,193.19
|
|
3
|
30
|
11,347,193.19
|
263,889.89
|
11,083,303.30
|
|
3
|
31
|
11,083,303.30
|
263,889.89
|
10,819,413.41
|
|
3
|
32
|
10,819,413.41
|
263,889.89
|
10,555,523.52
|
|
3
|
33
|
10,555,523.52
|
263,889.89
|
10,291,633.63
|
|
3
|
34
|
10,291,633.63
|
263,889.89
|
10,027,743.74
|
|
3
|
35
|
10,027,743.74
|
263,889.89
|
9,763,853.85
|
|
3
|
36
|
9,763,853.85
|
263,889.89
|
9,499,963.96
|
|
4
|
37
|
9,499,963.96
|
263,889.89
|
9,236,074.07
|
|
4
|
38
|
9,236,074.07
|
263,889.89
|
8,972,184.18
|
|
4
|
39
|
8,972,184.18
|
263,889.89
|
8,708,294.29
|
|
4
|
40
|
8,708,294.29
|
263,889.89
|
8,444,404.40
|
|
4
|
41
|
8,444,404.40
|
263,889.89
|
8,180,514.51
|
|
4
|
42
|
8,180,514.51
|
263,889.89
|
7,916,624.62
|
|
4
|
43
|
7,916,624.62
|
263,889.89
|
7,652,734.73
|
|
4
|
44
|
7,652,734.73
|
263,889.89
|
7,388,844.84
|
|
4
|
45
|
7,388,844.84
|
263,889.89
|
7,124,954.95
|
|
4
|
46
|
7,124,954.95
|
263,889.89
|
6,861,065.06
|
|
4
|
47
|
6,861,065.06
|
263,889.89
|
6,597,175.17
|
|
4
|
48
|
6,597,175.17
|
263,889.89
|
6,333,285.28
|
|
5
|
49
|
6,333,285.28
|
263,889.89
|
6,069,395.39
|
|
5
|
50
|
6,069,395.39
|
263,889.89
|
5,805,505.50
|
|
5
|
51
|
5,805,505.50
|
263,889.89
|
5,541,615.61
|
|
5
|
52
|
5,541,615.61
|
263,889.89
|
5,277,725.72
|
|
5
|
53
|
5,277,725.72
|
263,889.89
|
5,013,835.83
|
|
5
|
54
|
5,013,835.83
|
263,889.89
|
4,749,945.94
|
|
5
|
55
|
4,749,945.94
|
263,889.89
|
4,486,056.05
|
|
5
|
56
|
4,486,056.05
|
263,889.89
|
4,222,166.16
|
|
5
|
57
|
4,222,166.16
|
263,889.89
|
3,958,276.27
|
|
5
|
58
|
3,958,276.27
|
263,889.89
|
3,694,386.38
|
|
5
|
59
|
3,694,386.38
|
263,889.89
|
3,430,496.49
|
|
5
|
60
|
3,430,496.49
|
263,889.89
|
3,166,606.60
|
|
6
|
61
|
3,166,606.60
|
263,889.89
|
2,902,716.71
|
|
6
|
62
|
2,902,716.71
|
263,889.89
|
2,638,826.82
|
|
6
|
63
|
2,638,826.82
|
263,889.89
|
2,374,936.93
|
|
6
|
64
|
2,374,936.93
|
263,889.89
|
2,111,047.04
|
|
6
|
65
|
2,111,047.04
|
263,889.89
|
1,847,157.15
|
|
6
|
66
|
1,847,157.15
|
263,889.89
|
1,583,267.26
|
|
6
|
67
|
1,583,267.26
|
263,889.89
|
1,319,377.37
|
|
6
|
68
|
1,319,377.37
|
263,889.89
|
1,055,487.48
|
|
6
|
69
|
1,055,487.48
|
263,889.89
|
791,597.59
|
|
6
|
70
|
791,597.59
|
263,889.89
|
527,707.70
|
|
6
|
71
|
527,707.70
|
263,889.89
|
263,817.81
|
|
6
|
72
|
263,817.81
|
263,817.81
|
0.00
|
|
Period
|
Premium (% of outstanding
lease)
|
Purchase option price
(USDm)
|
|
At the end of 2nd year
|
3%
|
USD 13,046,641.92
|
|
At the end of 3rd year
|
3%
|
USD 9,784,962.88
|
|
At the end of 4th year
|
2.75%
|
USD 6,507,450.63
|
|
At the end of 5th year
|
2.25%
|
USD 3,237,855.25
|
|
At the end of 6th year
|
0.0%
|
USD 0.00
|
| 1. |
We refer to the bareboat charter party dated March [●] 2023 and entered into between Knight Ocean Navigation Co., of the Republic of Liberia (the “Bareboat Charterers”)
as charterer and GREAT SOMETHING CO., LTD. of the Republic of the Marshall Islands (the “Owners”) as owner relating to the Vessel (the “Charterparty” as amended and
supplemented, as the case may be).
|
| 2. |
This is to notify you that the Vessel has been mortgaged to us (the "Mortgagee") by the Owners pursuant to a first preferred ship mortgage dated [●] 2023 (the “Mortgage”
as amended and supplemented, as the case may be) which has been executed in our favor as security among other things for the Owners’ obligations under a loan agreement in our favor dated [●] 2023 executed (among others) by our company as lender
and the Owners as borrower (the “Loan Agreement” as amended and supplemented, as the case may be) (The Loan Agreement, the Mortgage, the Assignment of Insurance, and the Assignment of Charter Hire and all
of their addenda, amendments and supplements from time to time in force being hereinafter collectively referred to as the “Finance Documents”).
|
| 3. |
In consideration of the due performance and observance by the Bareboat Charterers of (i) all of their material obligations under the Charterparty (subject to any grace periods, if any, as provided in the Charterparty), (ii) all of their
obligations and undertakings under an Assignment of Insurance dated [●] (the “Assignment of Insurance”) and (iii) all matters which the Bareboat Charterers have agreed to comply with in the
acknowledgement and undertaking dated [●] (the “Acknowledgement and Undertaking of AOC") in relation to the assignment of charter hire and other moneys under the Charterparty and the charter guarantee
(the “Assignment of Charter Hire”), and other sufficient good and valuable consideration, receipt of which is hereby acknowledged by our company, we hereby irrevocably undertake and confirm to the
Bareboat Charterers the following:
|
| (1) |
We, as the Mortgagee, during the charter period under the Charterparty, irrevocably and unconditionally undertake that we shall not and will not in any way whatsoever:
|
| a) |
take possession of the Vessel nor issue any arrest, detention or similar proceedings against the Vessel in any jurisdiction;
|
| b) |
exercise any rights and powers granted to the Mortgagee to enforce the Mortgage, including the power of sale or other disposal of the Vessel or to disturb or interfere with your quiet and peaceful use, possession and quiet enjoyment of the
Vessel pursuant to the terms of the Charterparty or make any claim or take any action or issue proceedings which will result in the Vessel being arrested, detained or sold (whether by public auction or private treaty) or take any other similar
action in relation to the Vessel in any jurisdiction, or exercise against the Vessel any right or remedy which would diminish, prejudice or interfere, or otherwise be inconsistent with the Bareboat Charterers’ rights, options (including,
without limitation the quiet and peaceful use, possession and enjoyment of the Vessel and the Purchase Option) benefits or privileges under the Charterparty in accordance with the terms thereof; or
|
| c) |
appoint a receiver in respect of the Vessel; or
|
| d) |
take any step to wind up, liquidate, or place in administration or receivership the Bareboat Charterers or commence or continue any analogous proceedings in any jurisdiction; or
|
| e) |
exercise against the Vessel any other right or remedy in a manner that could diminish, prejudice or interfere with your rights, options, benefits or privileges under the Charterparty or otherwise interfere with the quiet and peaceful
possession, use and enjoyment of the Vessel by the you under the Charterparty.
|
| f) |
agree to any re-borrowing of any amount repaid under the Loan Agreement for the financing the Owner in respect of the Vessel, any increase in the principal amount or any extension to the maturity date in respect of the Loan Agreement without
the Bareboat Charterers’ prior written consent which shall not be unreasonably withheld, delayed or conditioned.
|
| (2) |
Clause 3(1) hereof shall not apply in full and the Mortgagee shall be free to exercise and enforce the Mortgage and other Finance Documents without any limitation at any time if:
|
| a) |
any event or circumstance set forth as “Termination Event” in Clause 41(a) of the Charterparty shall have occurred and which is continuing without the full remedy; or
|
| b) |
the Bareboat Charterers fail to perform or comply with its obligations under the Assignment of Insurance; or
|
| c) |
the Bareboat Charterers fail to comply with the matters stipulated in the Acknowledgement and Undertaking of AOC.
|
| 4. |
Provided that no events as referred to in Clause 3 (2) hereof shall have occurred and is continuing, after the occurrence of any events of default under the Loan Agreement or any other Finance Documents ("Events
of Default"), there shall be no interruption of the Bareboat Charterers' right of quiet enjoyment granted under this letter. Notwithstanding the foregoing, the Mortgagee shall in such case be entitled to serve a written notice (the “Notice”) to the Bareboat Charterers requiring the Bareboat Charterers to select either of (a) assume all rights and obligations of the Owner under the Loan Agreement on the only condition that the ownership
of the Vessel is transferred to the Bareboat Charterer (the “Assumption”) and (b) purchase the Vessel at the price equal to the aggregate of all amounts (including but not limited to the outstanding
principal amount, interest thereon and costs to be borne by the Owner) payable to the Mortgagee under the Loan Agreement and other Finance Documents (the “Purchase”). The Parties agree to take all steps
necessary for the transfer of ownership of the Vessel and (in case of the Assumption) for the Bareboat Charterer to assume the obligations of the Owners under the Loan Agreement.
|
| 5. |
We as the Mortgagee undertake that we will release any security interest over or in respect of the Vessel in favour of the Mortgagee (including vessel mortgage) upon receipt of the full amount of the respective Purchase Option Price as set
out in the Bareboat Charterparty and any amounts due but unpaid by the Bareboat Charterers under the Bareboat Charter Party.
|
| 6. |
A person who is not a party to this Letter may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
|
| 7. |
We hereby confirm that this letter is executed by person who is acting under the authority of the Mortgagee.
|
| 8. |
This letter shall be binding upon us and our successors and any assignee of our rights under the Loan Agreement for so long as the Charterparty remains in effect.
|
| 9. |
All notices and communication between the parties shall take place in writing in accordance with the below contact details:
|
| 10. |
By its countersignature of this Letter, the Owners and the Bareboat Charterers acknowledge and consent to the terms hereof.
|
| 11. |
This letter shall become effective and binding on the Mortgagee, the Owners and the Bareboat Charterers upon the Owners and the Bareboat Charterers counter-signing this letter.
|
| 12. |
This Letter and all non-contractual obligations arising from or in connection with this letter shall be governed by and construed in accordance with English law.
|
| 13. |
Any dispute arising out of or in connection with this Letter shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof. The arbitration shall be conducted in
accordance with the London Maritime Arbitrators Association (LMAA) Terms 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$100,000 (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 | ||
| THE CHUGOKU BANK, LTD. | ||
| By: | ||
| Name: Taizo Ito | ||
| Title: General Manager of Ship Finance Center | ||
| Date: | ||
|
For and on behalf of
|
For and on behalf of
|
||||
|
GREAT SOMETHING CO., LTD.
|
Knight Ocean Navigation Co.
|
||||
|
By:
|
By:
|
||||
|
Name: Sachihiko Watanabe
|
Name: Stavros Gyftakis
|
||||
|
Title: Director
|
Title: Director
|
||||
|
Date:
|
Date:
|
||||
| For and on behalf of | For and on behalf of |
| GREAT SOMETHING CO. LTD |
KNIGHT OCEAN NAVIGATION CO. |
| Name: |
Name: |
| Title: | Title: |