1       1. Definitions

2       In this Charter, the following terms shall have the

3       meanings hereby assigned to them:

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

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

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

7       with particulars as stated in Boxes 6 to 12.

8       “Financial Instrument” means the mortgage, deed of

9       covenant or other such financial security instrument as

10     annexed to this Charter and stated in Box 28.

11     2 Charter Period

12     In consideration of the hire detailed in Box 22,

13     the Owners have agreed to let and the Charterers have

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

15     (“The Charter Period”). See also Additional Clause 33.

16     3. Delivery See Additional Clause 34

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

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

19     exercise due diligence to make the Vessel seaworthy

20     And in every respect ready in hull, machinery and

21     equipment for service under this Charter.

22     The Vessel shall be delivered by the Owners and taken

23      over by the Charterers at the port or place indicated in

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

25     direct.

26     (b) The Vessel shall be properly documented on

27     delivery in accordance with the laws of the flag State

28     indicated in Box 5 and the requirements of the

29     classification society stated in Box 10. The Vessel upon

30     delivery shall have her survey cycles up to date and

31       trading and class certificates valid for at least the number

32     of months agreed in Box 12.

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

34     taking over of the Vessel by the Charterers shall

35     constitute a full performance by the Owners of all the

36     Owners’ obligations under this Clause 3, and thereafter

37     the Charterers shall not be entitled to make or assert

38     any claim against the Owners on account of any

39     conditions, representations or warranties expressed or

40     implied with respect to the Vessel but the Owners shall

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

42     renewals occasioned by latent defects in the Vessel,

43     her machinery or appurtenances, existing at the time of

44     delivery under this Charter, provided such defects have

45     manifested themselves within twelve (12) months after

46     delivery unless otherwise provided in Box 32.

47     4. Time for Delivery See Additional Clause 34

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

49     The Vessel shall not be delivered before the date

50     indicated in Box 14 without the Charterers’ consent and

51     the Owners shall exercise due diligence to deliver the

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

53     Unless otherwise agreed in Box 18, the Owners shall

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

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

56     definite notice of the date on which the Vessel is

57     expected to be ready for delivery.

58     The Owners shall keep the Charterers closely advised

59     of possible changes in the Vessel’s position.

60     5. Cancelling See Additional Clause 35

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

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

63     cancelling date indicated in Box 15, the Charterers shall

64     have the option of cancelling this Charter by giving the

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

66     running hours after the cancelling date stated in Box

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

68     and effect.

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

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

71     are in a position to state with reasonable certainty the

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

73     thereof to the Charterers asking whether they will

74     exercise their option of cancelling, and the option must

75     then be declared within one hundred and sixty-eight

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

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

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

79     Charterers do not then exercise their option of cancelling,

80     the seventh day after the readiness date stated in the

81     Owners’ notice shall be substituted for the cancelling

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

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

84     prejudice to any claim the Charterers may otherwise

85     have on the Owners under this Charter.

86     6. Trading Restrictions

87     The Vessel shall be employed in lawful trades for the

88     carriage of suitable lawful merchandise within the trading

89     limits indicated in Box 20.

90     The Charterers undertake not to employ the Vessel or

91     suffer the Vessel to be employed otherwise than in

92     conformity with the terms of the contracts of insurance

93     (including any warranties expressed or implied therein)

94     without first obtaining the consent of the insurers to such

95     employment and complying with such requirements as

96     to extra premium or otherwise as the insurers may

97     prescribe.

98     The Charterers also undertake not to employ the Vessel

99     or suffer her employment in any trade or business which

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

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

102   prohibited goods or in any manner whatsoever which

103   may render her liable to condemnation, destruction,

104   seizure or confiscation.

105   Notwithstanding any other provisions contained in this

106   Charter it is agreed that nuclear fuels or radioactive

107   products or waste are specifically excluded from the

108   cargo permitted to be loaded or carried under this

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

110   used or intended to be used for any industrial,

111   commercial, agricultural, medical or scientific purposes

112   provided the Owners’ prior approval has been obtained

113   to loading thereof.

114   7. Surveys on Delivery and Redelivery See Additional

Clause 53

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

116   The Owners and Charterers shall each jointly appoint

117   an independent surveyors for the purpose of determining

and agreeing

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

119   delivery and redelivery (if any) hereunder. The Owners

shall

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

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

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

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

124   8. Inspection See Additional Clause 48.15

125   The Owners shall have the right at any time after giving

126   reasonable notice to the Charterers to inspect or survey

127   the Vessel or instruct a duly authorised surveyor to carry

128   out such survey on their behalf:-

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

130   themselves that the Vessel is being properly repaired

131   and maintained. The costs and fees for such inspection

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

133   is found to require repairs or maintenance in order to

134   achieve the condition so provided;

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

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

137   for such inspection or survey shall be paid by the

138   Charterers; and

139   (c) for any other commercial reason they consider

140   necessary (provided it does not unduly interfere with

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

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

143   Owners.

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

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

146   Charter Period.

147   The Charterers shall also permit the Owners to inspect

148   the Vessel’s log books whenever requested and shall

149   whenever required by the Owners furnish them with full

150   information regarding any casualties or other accidents

151   or damage to the Vessel.

152   9. Inventories, Oil and Stores

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

154   outfit including spare parts, appliances and of all

155   consumable stores on board the Vessel shall be made

156   by the Charterers in conjunction with an independent

surveyor appointed by the Owners on

157   delivery and again on redelivery of the Vessel. The

158   Charterers and the Owners, respectively, shall at the

159   time of delivery and redelivery (if any) take over and pay

for all

160   bunkers, lubricating oil, unbroached provisions, paints,

161   ropes and other consumable stores (excluding spare

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

163   at the ports of delivery and redelivery, respectivelyat no

costs. The

164   Charterers shall ensure that all spare parts listed in the

165   inventory and used during the Charter Period are

166   replaced at their expense prior to redelivery of the

167   Vessel.

168   10. Maintenance and Operation

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

170   Period the Vessel shall be in the full possession

171   and at the absolute disposal for all purposes of the

172   Charterers and under their complete control in

173   every respect. The Charterers shall maintain the

174   Vessel, her machinery, boilers, appurtenances and

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

176   operating condition and in accordance with good

177   commercial maintenance practice and, except as

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

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

182   necessary certificates in force at all times.

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

184   event of any The Charterers shall be responsible for

all costs of any improvement, structural changes or

185   new equipment becoming necessary for the

186   continued operation of the Vessel by reason of new

187   class requirements or by compulsory legislation.

188   costing (excluding the Charterers’ loss of time)

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

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

191   insurance value as stated in Box 29, then the

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

193   and the ratio in which the cost of compliance shall

194   be shared between the parties concerned in order

195   to achieve a reasonable distribution thereof as

196   between the Owners and the Charterers having

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

198   remaining under this Charter shall, in the absence

199   of agreement, be referred to the dispute resolution

200   method agreed in Clause 30.

201   (iii) Financial Security - The Charterers shall maintain

202   financial security or responsibility in respect of third

203   party liabilities as required by any government,

204   including federal, state or municipal or other division

205   or authority thereof, to enable the Vessel, without

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

207   leave any port, place, territorial or contiguous

208   waters of any country, state or municipality in

209   performance of this Charter without any delay. This

210   obligation shall apply whether or not such

211   requirements have been lawfully imposed by such

212   government or division or authority thereof.

213   The Charterers shall make and maintain all arrange-

214   ments by bond or otherwise as may be necessary to

215   satisfy such requirements at the Charterers’ sole

216   expense and the Charterers shall indemnify the Owners

217   against all consequences whatsoever (including loss of

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

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

220   their own expense and by their own procurement man,

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

222   required, repair the Vessel during the Charter Period

223   and they shall pay all charges and expenses of every

224   kind and nature whatsoever incidental to their use and

225   operation of the Vessel under this Charter, including

226   annual flag State fees and any foreign general

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

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

229   for all purposes whatsoever, even if for any reason

230   appointed by the Owners.

231   Charterers shall comply with the regulations regarding

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

233   flag or any other applicable law.

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

235   mortgagee(s) advised of the intended employment,

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

237   as reasonably required.

238   (d) Flag and Name of Vessel – During the Charter

239   Period, the Charterers shall have the liberty to paint the

240   Vessel in their own colours, install and display their

241   funnel insignia and fly their own house flag. The

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

243   consent, which shall not be unreasonably withheld, to

244   change the flag and/or the name of the Vessel during

245   the Charter Period. Painting and re-painting, instalment

246   and re-instalment, registration and re-registration, if

247   required by the Owners, shall be at the Charterers’

248   expense and time.

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

250   the Charterers shall make no structural changes in the

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

252   ances or spare parts thereof without in each instance

253   first securing the Owners’ approval thereof. If the Owners

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

255   restore the Vessel to its former condition before the

256   termination of this Charter.

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 in the same good order and condition as

263   when received, ordinary wear and tear excepted. The

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

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

268   damaged, worn or lost parts or equipment be effected

269   in such manner (both as regards workmanship and

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

271   Vessel. The Charterers have the right to fit additional

272   equipment at their expense and risk but the Charterers

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

274   requested by the Owners. Any equipment including radio

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

276   be kept and maintained by the Charterers and the

277   Charterers shall assume the obligations and liabilities

278   of the Owners under any lease contracts in connection

279   therewith and shall reimburse the Owners for all

280   expenses incurred in connection therewith, also for any

281   new equipment required in order to comply with radio

282   regulations.

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

284   dock the Vessel and clean and paint her underwater

285   parts whenever the same may be necessary at their

expenses, but not

286   less than once during the period stated in Box 19 or, if

287   Box 19 has been left blank, every sixty (60) calendar

288   months after delivery or such other period as may be

289   required by the Classification Society or flag State.

290   11. Rent - also see Additional Clause 37 Hire

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

292   punctually in accordance with the terms of this Charter.

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

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

295   of the Vessel a lump sum in the amount indicated in

296   Box 22 which shall be payable not later than every thirty

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

298   payable on the date and hour of the Vessel’s delivery to

299   the Charterers. Hire shall be paid continuously

300   throughout the Charter Period.

301   (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.

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

305   thirty (30) running days, shall be calculated proportionally

306   according to the number of days and hours remaining

307   before redelivery and advance payment to be effected

308   accordingly.

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

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

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

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

313   was last reported or when the Vessel is posted as

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

315   in advance to be adjusted accordingly.

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

317   Owners to interest at the rate per annum as agreed

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

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

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

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

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

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

324   shall be made within seven (7) running days of the date

325   of the Owners’ invoice specifying the amount payable

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

327   hire payment date.

328   12. Mortgage See also Clause 61.3

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

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

331   any mortgage(s) of the Vessel on the date of this

Charter. and that they shall not

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

333   Charterers, which shall not be unreasonably withheld.

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

335   by a mortgage according to the Financial Instrument.

336   The Charterers undertake to comply, and provide such

337   information and documents to enable the Owners to

338   comply, with all such instructions or directions in regard

339   to the employment, insurances, operation, repairs and

340   maintenance of the Vessel as laid down in the Financial

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

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

343   conformity with the Financial Instrument. The Charterers

344   confirm that, for this purpose, they have acquainted

345   themselves with all relevant terms, conditions and

346   provisions of the Financial Instrument and agree to

347   acknowledge this in writing in any form that may be

348   required by the mortgagee(s). The Owners warrant that

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

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

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

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

353   of the Charterers, which shall not be unreasonably

354   withheld.

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

356   indicate alternative agreed in Box 28).

357   13. Insurance and Repairs - See Additional Clause 50

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

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 or any sub-charterers. Insurance policies shall

cover the Owners and

372   the Charterers according to their respective interests.

373   Subject to the provisions of the Financial

InstrumentMortgage, if

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

375   the Charterers shall effect all insured repairs and shall

376   undertake settlement and reimbursement from the

377   insurers of all costs in connection with such repairs as

378   well as insured charges, expenses and liabilities to the

379   extent of coverage under the insurances herein provided

380   for.

381   The Charterers shall 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.

391   (b) If the conditions of the above insurances permit

392   additional insurance to be placed by the parties, such

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

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

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 required to enable the Owners to

404   comply with the insurance provisions of the Financial

405   Instrument.

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

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

408   constructive, compromised or agreed total loss under

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

410   insurance payments for such loss shall be paid to the

411   Owners who shall distribute the moneys between the

412   Owners and the Charterers according to their respective

413   interests. The Charterers undertake to notify the Owners

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

415   consequence of which the Vessel is likely to become a

416   total loss as defined in this Clause.

417   (e) The Owners shall upon the request of the

418   Charterers, promptly execute such documents as may

419   be required to enable the Charterers to abandon the

420   Vessel to insurers and claim a constructive total loss.

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

422   and machinery and war risks under the provisions of

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

424 indicated in Box 29.

425 14. Insurance, Repairs and Classification

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

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

428   deleted).

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

430   insured by the Owners at their expense against hull and

431   machinery and war risks under the form of policy or

432   policies attached hereto. The Owners and/or insurers

433   shall not have any right of recovery or subrogation

434   against the Charterers on account of loss of or any

435   damage to the Vessel or her machinery or appurt-

436   enances covered by such insurance, or on account of

437   payments made to discharge claims against or liabilities

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

439   Insurance policies shall cover the Owners and the

440   Charterers according to their respective interests.

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

442   insured by the Charterers at their expense against

443   Protection and Indemnity risks (and any risks against

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

445   Vessel, including maintaining financial security in

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

447   the Owners shall in writing approve which approval shall

448   not be unreasonably withheld.

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

450   Charterers shall vitiate any of the insurance herein

451   provided, the Charterers shall pay to the Owners all

452   losses and indemnify the Owners against all claims and

453   demands which would otherwise have been covered by

454   such insurance.

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

456   Owners or Owners’ Underwriters, effect all insured

457   repairs, and the Charterers shall undertake settlement

458   of all miscellaneous expenses in connection with such

459   repairs as well as all insured charges, expenses and

460   liabilities, to the extent of coverage under the insurances

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

462   The Charterers to be secured reimbursement through

463   the Owners’ Underwriters for such expenditures upon

464   presentation of accounts.

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

466   effect repairs and settlement of costs and expenses

467   incurred thereby in respect of all other repairs not

468   covered by the insurances and/or not exceeding any

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

470   insurances.

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

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

473   defects according to Clause 3 above, including any

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

475   form part of the Charter Period.

476   The Owners shall not be responsible for any expenses

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

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

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

480   additional insurance to be placed by the parties such

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

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

483   the Charterers as the case may be shall immediately

484   furnish the other party with particulars of any additional

485   insurance effected, including copies of any cover notes

486   or policies and the written consent of the insurers of

487   any such required insurance in any case where the

488   consent of such insurers is necessary.

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

490   compromised or agreed total loss under the insurances

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

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

493   distribute the moneys between themselves and the

494   Charterers according to their respective interests.

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

496   compromised or agreed total loss under the insurances

497   arranged by the Owners in accordance with sub-clause

498   14(a), this Charter shall terminate as of the date of such

499   loss.

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

501   Owners, promptly execute such documents as may be

502   required to enable the Owners to abandon the Vessel

503   to the insurers and claim a constructive total loss.

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

505   and machinery and war risks under the provisions of

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

507   indicated in Box 29.

508   (l) Notwithstanding anything contained in sub-clause

509   10(a), it is agreed that under the provisions of Clause

510   14, if applicable, the Owners shall keep the Vessel’s

511   Class fully up to date with the Classification Society

512   indicated in Box 10 and maintain all other necessary

513   certificates in force at all times.

514   15. Redelivery - See also Additional Clause 53

515   At the expiration of the Charter Period the Vessel shall

516   be redelivered by the Charterers to the Owners at a

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

518   such ready safe berth as the Owners may direct. The

519   Charterers shall give the Owners not less than thirty

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

521   range of ports of redelivery or port or place of redelivery

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

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

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

525   notified immediately to the Owners.

526   The Charterers warrant that they will not permit the

527   Vessel to commence a voyage (including any preceding

528   ballast voyage) which cannot reasonably be expected

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

530   within the Charter Period. Notwithstanding the above,

531   should the Charterers fail to redeliver the Vessel within

532   The Charter Period, the Charterers shall pay the daily

533   equivalent to the rate of hire stated in Box 22 plus 10

534   per cent. or to the market rate, whichever is the higher,

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

536   exceeded. All other terms, conditions and provisions of

537   this Charter shall continue to apply.

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

539   be redelivered to the Owners in the same or as good

540   structure, state, condition and class as that in which she

541   was delivered, fair wear and tear not affecting class

542   excepted.

543   The Vessel upon redelivery shall have her survey cycles

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

545   least the number of months agreed in Box 17.

546   16. Non-Lien -

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

548   any lien or encumbrance (other than Permitted Liens)

incurred by them or their

549   agents, which might have priority over the title and

550   interest of the Owners in the Vessel. The Charterers

551   further agree to fasten to the Vessel in a conspicuous

552   place and to keep so fastened during the Charter Period

553   a notice reading as follows:

554   “This Vessel is the property of (name of Owners). It is

555   under charter to (name of Charterers) and by the terms

556   of the Charter Party neither the Charterers nor the

557   Master have any right, power or authority to create, incur

558   or permit to be imposed on the Vessel any lien

559   whatsoever.”

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 reasonable

580   steps to secure that within a reasonable time the Vessel

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   T he 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

602   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 - See Additional

Clause 48.3 and 61

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

610   sub-charter the Vessel on a bareboat basis except with

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

612   not be unreasonably withheld, and subject to such terms

613   and conditions as the Owners shall approve.

614   (b) The Owners shall not sell the Vessel during the

615   currency of this Charter except with the prior written

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

617   ably withheld, and subject to the buyer accepting an

618   assignment of this Charter.

619   23. Contracts of Carriage

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

621   issued during the Charter Period evidencing the terms

622   and conditions agreed in respect of carriage of goods

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

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

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

630   tickets issued during the Charter Period for the carriage

631   of passengers and their luggage under this Charter shall

632   contain a paramount clause incorporating any legislation

633   relating to carrier’s liability for passengers and their

634   luggage compulsorily applicable in the trade; if no such

635   legislation exists, the passenger tickets shall incorporate

636   the Athens Convention Relating to the Carriage of

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

638   protocol thereto.

639   *) Delete as applicable.

640   24. Bank Guarantee

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

642   The Charterers undertake to furnish, before delivery of

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

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

645   for full performance of their obligations under this

646   Charter.

647   25. Requisition/Acquisition - see Clause 52

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   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 in the event of “Requisition for Hire” any Requisition

663   Hire or compensation received or receivable by the

664   Owners 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

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.

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

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

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

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

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

698   persons on board the Vessel, in the reasonable

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

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

701   such place as aforesaid, which only becomes danger-

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

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

704   the Vessel to leave such area.

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.

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

714   Clause 14 is applicable, should require payment of

715   premiums and/or calls because, pursuant to the

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

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

718   by such insurers as being subject to additional premiums

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

720   shall be reimbursed by the Charterers to the Owners at

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

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.

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

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

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

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

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

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

751   Charterers shall have the right to cancel this Charter,

752   whereupon the Charterers shall redeliver the Vessel to

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

754   has cargo on board after discharge thereof at

755   destination, or if debarred under this Clause from

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

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

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

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

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

761   accordance with Clause 11 and except as aforesaid all

762   other provisions of this Charter shall apply until

763   redelivery.

764   27. Commission

765   The Owners to pay a commission at the rate indicated

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

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

768   the commission to be paid by the Owners shall cover

769   the actual expenses of the Brokers and a reasonable

770   fee for their work.

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

772   by either of the parties the party liable therefor shall

773   indemnify the Brokers against their loss of commission.

774   Should the parties agree to cancel the Charter, the

775   Owners shall indemnify the Brokers against any loss of

776   commission but in such case the commission shall not

777   exceed the brokerage on one year’s hire.

778   28. Termination - See Additional Clauses 54 and 57

779   (a) Charterers’ Default

780   The Owners shall be entitled to withdraw the Vessel from

781   the service of the Charterers and terminate the Charter

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

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

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

785   make punctual payment of hire due to oversight,

786   negligence, errors or omissions on the part of the

787   Charterers or their bankers, the Owners shall give

788   the Charterers written notice of the number of clear

789   banking days stated in Box 34 (as recognised at

790   the agreed place of payment) in which to rectify

791   the failure, and when so rectified within such

792   number of days following the Owners’ notice, the

793   payment shall stand as regular and punctual.

794   Failure by the Charterers to pay hire within the

795   number of days stated in Box 34 of their receiving

796   the Owners’ notice as provided herein, shall entitle

797   the Owners to withdraw the Vessel from the service

798   of the Charterers and terminate the Charter without

799   further notice;

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

801   (1) Clause 6 (Trading Restrictions)

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

803   provided that the Owners shall have the option, by

804   written notice to the Charterers, to give the

805   Charterers a specified number of days grace within

806   which to rectify the failure without prejudice to the

807   Owners’ right to withdraw and terminate under this

808   Clause if the Charterers fail to comply with such

809   notice;

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

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

812   (Maintenance and Repairs) as soon as practically

813   possible after the Owners have requested them in

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

815   insurance cover is not prejudiced.

816   (b) Owners’ Default

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

826   This Charter shall be deemed to be terminated if the

827   Vessel becomes a total loss or is declared as a

828   constructive or compromised or arranged total loss. For

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

830   deemed to be lost unless she has either become an

831   actual total loss or agreement has been reached with

832   her underwriters in respect of her constructive,

833   compromised or arranged total loss or if such agreement

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

835   competent tribunal that a constructive loss of the Vessel

836   has occurred.

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.

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 in accordance with the terms of

this Charter.

850   29. Repossession See Additional Clause 57

851   In the event of the termination of this Charter in

852   accordance with the applicable provisions of Clause 28this

Charter,

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 See Additional Clause 70 and 72

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$50,000 (or such other sum as

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.

908   *) (b) This Contract shall be governed by and construed

909   in accordance with Title 9 of the United States Code

910   and the Maritime Law of the United States and any

911   dispute arising out of or in connection with this Contract

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

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

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

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

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

917   any court of competent jurisdiction. The proceedings

918   shall be conducted in accordance with the rules of the

919   Society of Maritime Arbitrators, Inc.

920   In cases where neither the claim nor any counterclaim

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

922   the parties may agree) the arbitration shall be conducted

923   in accordance with the Shortened Arbitration Procedure

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

925   the time when the arbitration proceedings are commenced.

926   *) (c) This Contract shall be governed by and construed

927   in accordance with the laws of the place mutually agreed

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

929   connection with this Contract shall be referred to

930   arbitration at a mutually agreed place, subject to the

931   procedures applicable there.

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 Additional Clause 63

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 Boxes 3 and 4

993   respectively.

1     Specifications and Building Contract

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

3     the Building Contract (hereafter called “the Building

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

5     Builders and the Owners and in accordance with the

6     specifications and plans annexed thereto, such Building

7     Contract, specifications and plans having been counter-

8     signed as approved by the Charterers.

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

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

11   the Charterers as aforesaid, without the Charterers’

12   consent.

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

14   representative to the Builders’ Yard to inspect the Vessel

15   during the course of her construction to satisfy themselves

16   that construction is in accordance with such approved

17   specifications and plans as referred to under sub-clause

18   (a) of this Clause.

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

20   Building Contract and shall be of the description set out

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

22   hereunder, the Charterers shall be bound to accept the

23   Vessel from the Owners, completed and constructed in

24   accordance with the Building Contract, on the date of

25   delivery by the Builders. The Charterers undertake that

26   having accepted the Vessel they will not thereafter raise

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

28   performance or specification or defects, if any.

29   Nevertheless, in respect of any repairs, replacements or

30   defects which appear within the first 12 months from

31   delivery by the Builders, the Owners shall endeavour to

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

33   or to recover from the Builders any expenditure incurred in

34   carrying out such repairs, replacements or remedies.

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

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

37   the Builders under the guarantee clause of the Building

38   Contract (a copy whereof has been supplied to the

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

40   sums as the Owners are reasonably able to recover under

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

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

43   the actual expenditure on repairs, replacement or

44   remedying defects or for any loss of time incurred.

45   Any liquidated damages for physical defects or deficiencies

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

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

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

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

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

51   filled in shall be shared equally between the parties.

52   2. Time and Place of Delivery

53   (a) Subject to the Vessel having completed her

54   acceptance trials including trials of cargo equipment in

55   accordance with the Building Contract and specifications

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

57   and the Charterers shall take delivery of the Vessel afloat

58   when ready for delivery and properly documented at the

59   Builders’ Yard or some other safe and readily accessible

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

61    hereto and the Builders. Under the Building Contract the

62    Builders have estimated that the Vessel will be ready for

63    delivery to the Owners as therein provided but the delivery

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

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

66    completion of trials whether that be before or after as

67    indicated in the Building Contract. The Charterers shall not

68    be entitled to refuse acceptance of delivery of the Vessel

69    and upon and after such acceptance, subject to Clause

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

71    against the Owners in respect of any conditions,

72    representations or warranties, whether express or implied,

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

74    in delivery.

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

76    under the Building Contract, the Builders become entitled

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

78    the Owners shall upon giving to the Charterers written

79    notice of Builders becoming so entitled, be excused from

80    giving delivery of the Vessel to the Charterers and upon

81    receipt of such notice by the Charterers this Charter shall

82    cease to have effect.

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

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

85    before exercising such right of rejection, consult the

86    Charterers and thereupon

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

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

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

90    notice this Charter shall cease to have effect; or

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

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

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

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

95    exercising their right to rejection and upon receipt of such

96    notice the Owners shall commence such negotiations and/

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

98    her to the Charterers;

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

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

101   Vessel from the Builders;

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

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

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

105   or its termination.

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

107   Building Contract and any costs incurred in pursuing a claim

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

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

110   the parties.

111   3. Guarantee Works

112   If not otherwise agreed, the Owners authorise the

113   Charterers to arrange for the guarantee works to be

114   performed in accordance with the building contract terms,

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

116   The Charterers have to advise the Owners about the

117   performance to the extent the Owners may request.

118   4. Name of Vessel

119   The name of the Vessel shall be mutually agreed between

120   the Owners and the Charterers and the Vessel shall be

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

122   the house flag as required by the Charterers.

123   5. Survey on Redelivery

124   The Owners and the Charterers shall appoint surveyors

125   for the purpose of determining and agreeing in writing the

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

127   Without prejudice to Clause 15 (Part II), the Charterers

128   shall bear all survey expenses and all other costs, if any,

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

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

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

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

133   paid at the rate of hire per day or pro rata.

1     On expiration of this Charter and provided the

Charterers

2     have fulfilled their obligations according to Part I and II

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

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

5     the Charterers have purchased the Vessel with

6     everything belonging to her and the Vessel is fully paid

7     for.

8     In the following paragraphs the Owners are referred to

9     as the Sellers and the Charterers as the Buyers.

10   The Vessel shall be delivered by the Sellers and taken

11   over by the Buyers on expiration of the Charter.

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

13   delivery, is free from all encumbrances and maritime

14   liens or any debts whatsoever other than those arising

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

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

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

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

19   the Sellers hereby undertake to indemnify the Buyers

20   against all consequences of such claims to the extent it

21   can be proved that the Sellers are responsible for such

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

23   and expenses connected with the purchase and

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

25   account. Any taxes, consular and other charges and

26   expenses connected with closing of the Sellers’ register,

27   shall be for Sellers’ account.

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

29   instalment the Sellers shall furnish the Buyers with a

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

31   certificate setting out the registered encumbrances, if

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

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

34   deliver a certificate of deletion to the Buyers.

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

36   Buyers all classification certificates (for hull, engines,

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

38   be in Sellers’ possession.

39   The Wireless Installation and Nautical Instruments,

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

41   extra payment.

42   The Vessel with everything belonging to her shall be at

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

44   Buyers, subject to the conditions of this Contract and

45   the Vessel with everything belonging to her shall be

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

47   after which the Sellers shall have no responsibility for

48   possible faults or deficiencies of any description.

49   The Buyers undertake to pay for the repatriation of the

50   Master, officers and other personnel if appointed by the

51   Sellers to the port where the Vessel entered the Bareboat

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

53   cost for their journey to any other place.

1     1. Definitions

2     For the purpose of this PART V, the following terms shall

3     have the meanings hereby assigned to them:

4     “The Bareboat Charter Registry” shall mean the registry

5     of the State whose flag the Vessel will fly and in which

6     the Charterers are registered as the bareboat charterers

7     during the period of the Bareboat Charter.

8     “The Underlying Registry” shall mean the registry of the

9     state in which the Owners of the Vessel are registered

10   as Owners and to which jurisdiction and control of the

11   Vessel will revert upon termination of the Bareboat

12   Charter Registration.

13   2. Mortgage

14   The Vessel chartered under this Charter is financed by

15   a mortgage and the provisions of Clause 12(b) (Part II)

16   shall apply.

17   3. Termination of Charter by Default

18   If the Vessel chartered under this Charter is registered

19   in a Bareboat Charter Registry as stated in Box 44, and

20   if the Owners shall default in the payment of any amounts

21   due under the mortgage(s) specified in Box 28, the

22   Charterers shall, if so required by the mortgagee, direct

23   the Owners to re-register the Vessel in the Underlying

24   Registry as shown in Box 45.

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.