EX-99.1 2 v399300_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Copyright, published by   First issued by
The Baltic and International Maritime Council (BIMCO), Copenhagen. Issued November 2001   The Baltic and International Maritime Council (BIMCO), Copenhagen, in 1974 as “Barecon A” and “Barecon B”. Revised and amalgamated 1989. Revised 2001

 

  1. Shipbroker BIMCO STANDARD BAREBOAT CHARTER
  CODE NAME: “BARECON 2001”
    PART I
    2. Place and date
  October 23rd 2014
   
  3. Owners/Place of business (Cl. 1)   4. Bareboat Charterers/Place of business (Cl. 1)
   
FROURIO COMPANIA NAVIERA S.A. TBN 
  By NewLead Holdings Ltd.
   
  5. Vessel’s name, call sign and flag (Cl. 1 and 3)
IOLI - IMO 9520431 – Panama
   
  6. Type of Vessel   7. GT/NT  
TANKER 2,511/1,027
   
  8. When/Where built   9. Total DWT (abt.) in metric tons on summer freeboard
   
10/2009 3,370 Tns
   
  10. Classification Society (Cl. 3)   11. Date of last special survey by the Vessel’s classification society
   
  RINA [November 2014]
  12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)
LOA : 90.60
BREADTH: 14.20 m
DEPTH: 6.30m      Draught 5.35 m
 
  13. Port or Place of delivery (Cl. 3)   14.  Time for delivery (Cl. 4)   15. Cancelling date (Cl. 5)
Salamis, Greece 20 October 2014 - 30 October 2014
 

30 October 2014 

  
  16. Port or Place of redelivery (Cl. 15)

  17. No. of months’ validity of trading and class certificates upon redelivery (Cl. 15)

 

Worldwide 1 Month
  18. Running days’ notice if other than stated in Cl. 4   19. Frequency of dry-docking (Cl. 10(g))
   
N/A N/A
   

  20. Trading limits (Cl. 6) 

 

Worldwide trading WIWL

 
  21. Charter period (Cl. 2)   22. Charter hire (Cl. 11)
Until October 16, 2018

As per Rider Clause 2

   
  23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii))     N/A
   
   
  24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV   25. Currency and method of payment (Cl. 11)
N/A As per Rider clauses 1, 2 & 3

 

  continued

 

 
 

  

(continued) “BARECON 2001” STANDARD BAREBOAT CHARTER PART I

 

26. Place of payment; also state beneficiary and bank account (Cl. 11) 27. Bank guarantee/bond (sum and place)(Cl. 24)(optional)
  N/A

  
   
   
   
 28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12)   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)
 
National Bank of Greece - dated 8 October 2009  
As amended on 30 September 2011, on 16 April 2013 and  
on 21 February 2014  
   
 30. Additional insurance cover, if any, for Owners’account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))   31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))
   
N/A N/A
   
32. Latent defects (only to be filled in if period other than stated in Cl. 3) 33. Brokerage commission and to whom payable (Cl. 27)
   
N/A  
   
34. Grace period (state number of clear banking days)(Cl. 28)   35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)
5 Banking Days LONDON
36. War cancellation (indicate countries agreed)(Cl. 26(f))  
   
N/A  
  37. Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies)(optional)   38. Name and place of Builders (only to be filled in if PART III applies)
   
NO N/A
   
  39. Vessel’s Yard Building No. (only to be filled in if PART III applies)   40. Date of Building Contract (only to be filled in if PART III applies)
   
N/A N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)
N/A  
   
  42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional)   43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional)
YES, Purchase option and obligation as per Rider Clause 3  
   
  44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)   45. Country of the Underlying Registry (only to be filled in if PART V applies)
   
   
  46. Number of additional clauses covering special provisions, if agreed  
 7 (Seven)  

 

PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in the Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.

 

  Signature (Owners) Signature (Charterers)
   
  /s/ Nikolaos Daoulis Remandas /s/ Michail S. Zolotas
   
  /s/ Dimitrios Remandas  

 

 
 

 

PART II

“BARECON 2001” Standard Bareboat Charter

 

1. Definitions 1     Owners notice of cancellation within thirty-six (36) 65
  In this Charter, the following terms shall have the 2     running hours after the cancelling date stated in Box 66
  meanings hereby assigned to them: 3     15, failing which this Charter shall remain in full force 67
  “The Owners” shall mean the party identified in Box 3; 4     and effect. 68
  “The Charterers” shall mean the party identified in Box 4; 5     (b) If it appears that the Vessel will be delayed beyond 69
  “The Vessel” shall mean the vessel named in Box 5 and 6     the cancelling date, the Owners may, as soon as they 70
  with particulars as stated in Boxes 6 to 12. 7     are in a position to state with reasonable certainty the 71
  “Financial Instrument” means the mortgage, deed of 8     day on which the Vessel should be ready, give notice 72
  covenant or other such financial security instrument as 9     thereof to the Charterers asking whether they will 73
  annexed to this Charter and stated in Box 28. 10     exercise their option of cancelling, and the option must 74
          then be declared within one hundred and sixty-eight 75
2. Charter Period 11     (168) running hours of the receipt by the Charterers of 76
  In consideration of the hire detailed in Box 22, the 12     such notice or within thirty-six (36) running hours after 77
  Owners have agreed to let and the Charterers have 13     the cancelling date, whichever is the earlier. If the 78
  agreed to hire the Vessel for the period stated in Box 21 14     Charterers do not then exercise their option of cancelling, 79
  (“The Charter Period”). 15     the seventh day after the readiness date stated in the 80
          Owners’ notice shall be substituted for the cancelling 81
3. Delivery 16     date indicated in Box 15 for the purpose of this Clause 5. 82
  (not applicable when Part III applies, as indicated in Box 37) 17     (c) Cancellation under this Clause 5 shall be without 83
  (a) The Owners shall before and at the time of delivery exercise 18     prejudice to any claim the Charterers may otherwise 84
  due diligence to make the Vessel seaworthy and in every 19     have on the Owners under this Charter. 85
  respect ready in hull, machinery and equipment for service 20        
  under this Charter. The Vessel shall be delivered by the Owners 21   6. Trading Restrictions 86
  and taken over by the Charterers at the port or place indicated in 22     The Vessel shall be employed in lawful trades for the 87
  Box 13 in such ready safe berth as the Charterers may direct. The 23     carriage of suitable lawful merchandise within the trading 88
  Vessel shall be delivered to Charterers by Owners in the same 24     limits indicated in Box 20. 89
  condition as at the time of the in same condition as at the time of 25     The Charterers undertake not to employ the Vessel or 90
  the inspection of the vessel by Charterers at ......................... on . 26     suffer the Vessel to be employed otherwise than in 91
  ........................ , including the class status reports, fair wear and 27     conformity with the terms of the contracts of insurance 92
  tear excepted. 28     (including any warranties expressed or implied therein) 93
  (b) The Vessel shall be properly documented on 29     without first obtaining the consent of the insurers to such 94
  delivery in accordance with the laws of the flag State 30     employment and complying with such requirements as 95
  indicated in Box 5 and the requirements of the 31     to extra premium or otherwise as the insurers may 96
  classification society stated in Box 10. The Vessel upon 32     prescribe. 97
  delivery shall have her survey cycles up to date and 33     The Charterers also undertake not to employ the Vessel 98
  trading and class certificates valid for at least the number 34     or suffer her employment in any trade or business which 99
  of months agreed in Box 12. 35     is forbidden by the law of any country to which the Vessel 100
  (c) Without prejudice to Charterers rights as per paragraphs 36     may sail or is otherwise illicit or in carrying illicit or 101
  (a) and (b) hereinabove Tthe delivery of the Vessel by the 37     prohibited goods or in any manner whatsoever which 102
  Owners and the taking over of the Vessel by the 38     may render her liable to condemnation, destruction, 103
  Charterers shall constitute a full performance by the Owners of all the 39     seizure or confiscation. 104
  Owners’ obligations under this Clause 3, and thereafter the 40     Notwithstanding any other provisions contained in this 105
  Charterers shall not be entitled to make or assert any claim 41     Charter it is agreed that nuclear fuels or radioactive 106
  against the Owners on account of any conditions, 42     products or waste are specifically excluded from the 107
  representations or warranties expressed or implied with respect to 43     cargo permitted to be loaded or carried under this 108
  the Vessel but the Owners shall be liable for the cost of but not 44     Charter. This exclusion does not apply to radio-isotopes 109
  the time for repairs or renewals occasioned by latent defects in 45     used or intended to be used for any industrial, 110
  the Vessel, her machinery or appurtenances, existing at the time of 46     commercial, agricultural, medical or scientific purposes 111
  delivery under this Charter, provided such defects have manifested       provided the Owners’ prior approval has been obtained 112
  themselves within twelve (12) months after delivery unless       to loading thereof. 113
  otherwise provided in Box 32. Any damages/defects incurred 47        
  prior the delivery of the Vessel to Charterers, shall be for 48        
  Owners’ account/cost/time. 49   7. Surveys on Delivery and Redelivery 114
    50     (not applicable when Part III applies, as indicated in Box 37) 115
4. Time for Delivery 51     The Owners and Charterers shall each appoint 116
  (not applicable when Part III applies, as indicated in Box 37) 52     surveyors for the purpose of determining and agreeing 117
  The Vessel shall not be delivered before the date 53     in writing the condition of the Vessel at the time of 118
  indicated in Box 14 without the Charterers’ consent and the Owners 54     delivery and redelivery hereunder. The Owners and 119
  shall exercise due diligence to deliver the Vessel not later than the       Charterers shall equally share the cost of the On-hire survey shall  
  date indicated in Box 15. Unless otherwise agreed in Box 18, the       bear all expenses of the On-hire Survey including loss 120
  Owners shall give the Charterers not less than thirty /twenty/ 55     of time, if any, and the Charterers shall bear all expenses 121
  fifteen/twelve/ten (30/20/15/12/10) running days’ preliminary and 56        
  not less than fourteen seven/five/three/two/one (14/7/5/3/2/1)       of the Off-hire Survey including loss of time, if any, at 122
  running days’ definite notice of the date on which the Vessel 57     the daily equivalent to the rate of hire or pro rata thereof. 123
  is expected to be ready for delivery. The Owners shall keep the 58        
  Charterers closely advised of possible changes in the Vessel’s 59        
  position.     8. Inspection 124
5.  Cancelling 60     The Owners shall have the right at any time after giving 125
  (not applicable when Part III applies, as indicated in Box 37) 61     reasonable notice to the Charterers to inspect or survey 126
  (a) Should the Vessel not be delivered latest by the 62     the Vessel or instruct a duly authorised surveyor to carry 127
  cancelling date indicated in Box 15, the Charterers shall 63     out such survey on their behalf:- 128
  have the option of cancelling this Charter by giving the 64     (a) to ascertain the condition of the Vessel and satisfy 129

 

 
 

 

PART II

“BARECON 2001” Standard Bareboat Charter

 

  themselves that the Vessel is being properly repaired 130     between the Owners and the Charterers having 196
  and maintained. The costs and fees for such inspection 131     regard, inter alia, to the length of the period 197
  or survey shall be paid by the Owners unless the Vessel 132     remaining under this Charter shall, in the absence 198
  is found to require repairs or maintenance in order to 133     of agreement, be referred to the dispute resolution 199
  achieve the condition so provided; 134     method agreed in Clause 30. 200
  (b)  in dry-dock if the Charterers have not dry-docked 135   (iii) Financial Security - The Charterers shall maintain 201
  her in accordance with Clause 10(g). The costs and fees 136     financial security or responsibility in respect of third 202
  for such inspection or survey shall be paid by the 137     party liabilities as required by any government, 203
  Charterers; and 138     including federal, state or municipal or other division 204
  (c)  for any other commercial reason they consider 139     or authority thereof, to enable the Vessel, without 205
  necessary (provided it does not unduly interfere with the 140     penalty or charge, lawfully to enter, remain at, or 206
  commercial operation of the Vessel). The costs and fees for such 141     leave any port, place, territorial or contiguous 207
  inspection and survey shall be paid by the Owners. All time used 142     waters of any country, state or municipality in 208
  in respect of inspection, survey or repairs shall be for the 143     performance of this Charter without any delay. This 209
  Charterers’ account and form part of the Charter Period. The 144     obligation shall apply whether or not such 210
  Charterers shall also permit the Owners to inspect the Vessel’s 145     requirements have been lawfully imposed by such 211
  log books whenever requested and shall whenever required 146     government or division or authority thereof. 212
  by the Owners furnish them with full information regarding any 147     The Charterers shall make and maintain all arrange- 213
  casualties or other accidents or damage to the Vessel. Owners 148     ments by bond or otherwise as may be necessary to 214
  shall ensure that the trading operation of the Vessel is not 149     satisfy such requirements at the Charterers’ sole 215
  disrupted or interrupted for any reason during the said 150     expense and the Charterers shall indemnify the Owners 216
  inspection/survey. Otherwise any time loss/damages / costs 151     against all consequences whatsoever (including loss of 217
  incurred due to such an interruption/disruption by Owners       time) for any failure or inability to do so. 218
  and/or their representatives and/or servants and /or agents,       (b)  Operation of the Vessel - The Charterers shall at 219
  shall be for Owners’ account and the Charterers shall be       their own expense and by their own procurement man, 220
  indemnified for any such loss/damage/cost incurred or to be       victual, navigate, operate, supply, fuel and, whenever 221
  incurred as a consequence.       required, repair the Vessel during the Charter Period 222
          and they shall pay all charges and expenses of every 223
9. Inventories, Oil and Stores 152     kind and nature whatsoever incidental to their use and 224
  A complete inventory of the Vessel’s entire equipment, 153     operation of the Vessel under this Charter, including 225
  outfit including spare parts, appliances and of all 154     annual flag State fees and any foreign general 226
  consumable stores on board the Vessel shall be made 155     municipality and/or state taxes. The Master, officers and 227
  by the Charterers in conjunction with the Owners on 160     crew of the Vessel shall be the servants of the Charterers 228
  delivery and again on redelivery of the Vessel. The 161     for all purposes whatsoever, even if for any reason 229
  Charterers and the Owners, respectively, shall at the 162     appointed by the Owners. 230
  time of delivery and redelivery take over and pay for all 163     Charterers shall comply with the regulations regarding 231
  bunkers, lubricating oil, unbroached provisions, paints, 164     officers and crew in force in the country of the Vessel’s 232
  ropes and other consumable stores (excluding spare 165     flag or any other applicable law. 233
 

parts) in the said Vessel. Owners shall at the time of redelivery

 166     (c)  The Charterers shall keep the Owners and the 234
  take up and pay for all bunkers and lubricating oil at       mortgagee(s) indicated in Box 28 advised of the intended  
  Charterers’ last net paid prices as evidenced by relevant       employment, 235
  invoices. The quantities will be measured / agreed by the       planned dry-docking and major repairs of the Vessel, 236
  Owners’ and the Charters’ Representatives at the time of 167     as reasonably required. 237
  Delivery.  the then current market prices at the ports of       (d)  Flag and Name of Vessel - During the Charter 238
  delivery and redelivery, respectively.  The Charterers shall 168     Period, the Charterers shall have the liberty to paint the 239
  ensure that all spare parts listed in the inventory and used 169     Vessel in their own colours, install and display their 240
  during the Charter Period are replaced at their 170     funnel insignia and fly their own house flag. The 241
  expense prior to redelivery of the Vessel.          
             
    171        
10. Maintenance and Operation 172     Charterers shall also have the liberty, with the Owners’ 242
  (a)(i)Maintenance and Repairs - During the Charter 173     consent, which shall not be unreasonably withheld, to 243
  Period the Vessel shall be in the full possession and at the 174     change the flag and/or the name of the Vessel during 244
  absolute disposal for all purposes of the Charterers and under 175     the Charter Period.  Painting and re-painting, instalment 245
  their complete control in every respect. The Charterers shall 176     and re-instalment, registration and re-registration, if 246
  maintain the Vessel, her machinery, boilers, appurtenances and 177     required by the Owners, shall be at the Charterers’ 247
  spare parts in a good state of repair, in efficient operating 178     expense and time. 248
  condition and in accordance with good  commercial 179     (e)  Changes to the Vessel - Subject to Clause 10(a)(ii), 249
  maintenance practice and, except asprovided for in Clause 180     the Charterers shall make no structural changes in the 250
  14(l), if applicable, at their own expense they shall at all 181     Vessel or changes in the machinery, boilers, appurten- 251
  times keep the Vessel’s Class fully up to date with the 182     ances or spare parts thereof without in each instance 252
  Classification Society indicated in Box 10 and maintain all other 183     first securing the Owners’ approval thereof. If the Owners 253
  necessary certificates in force at all times. 184     so agree, the Charterers shall, if the Owners so require, 254
  (ii)  New Class and Other Safety Requirements - In the event 185     restore the Vessel to its former condition before the 255
  of any improvement, structural changes or new equipment 186     termination of this Charter. 256
  becoming necessary for the continued operation of the 187     (f)Use of the Vessel’s Outfit, Equipment and 257
  Vessel by reason of new class requirements or by compulsory 188     Appliances - The Charterers shall have the use of all 258
  legislation  costing (excluding the Charterers’ loss of time) 189     outfit, equipment, and appliances on board the Vessel 259
  more than the percentage stated in Box 23, or if  Box 23 is 190     at the time of delivery, provided the same or their 260
  left blank, 5 per cent. of the Vessel’s insurance value as 191     substantial equivalent shall be returned to the Owners 261
  stated in Box 29, then the extent, if any, to which the rate of 192     on redelivery in the same good order and condition as 262
  hire shall be varied and the ratio in which the cost of compliance 193     when received, ordinary wear and tear excepted. The 263
  shall be shared between the parties concerned in order to 194        
  achieve a reasonable distribution thereof as 195        

 

 
 

 

PART II

“BARECON 2001” Standard Bareboat Charter

 

  Charterers shall from time to time during the Charter 264   *) (a)  The Owners warrant that they have not effected 330
  Period replace such items of equipment as shall be so 265     any mortgage(s) of the Vessel and that they shall not 331
  damaged or worn as to be unfit for use. The Charterers 266     effect any mortgage(s) without the prior consent of the 332
  are to procure that all repairs to or replacement of any 267     Charterers, which shall not be unreasonably withheld. 333
  damaged, worn or lost parts or equipment be effected 268   *) (b)  The Vessel chartered under this Charter is financed 334
  in such manner (both as regards workmanship and 269     by a mortgage according to the Financial Instrument. 335
  quality of materials) as not to diminish the value of the 270     The Charterers undertake to comply, and provide such 336
  Vessel. The Charterers have the right to fit additional 271     information and documents to enable the Owners to 337
  equipment at their expense and risk but the Charterers 272     comply, with all such instructions or directions in regard 338
  shall remove such equipment at the end of the period if 273     to the employment, insurances, operation, repairs and 339
  requested by the Owners. Any equipment including radio 274     maintenance of the Vessel as laid down in the Financial 340
  equipment on hire on the Vessel at time of delivery shall 275     Instrument or as may be directed from time to time during 341
  be kept and maintained by the Charterers and the 276     the currency of the Charter by the mortgagee(s) in 342
  Charterers shall assume the obligations and liabilities 277     conformity with the Financial Instrument. The Charterers 343
  of the Owners under any lease contracts in connection 278     confirm that, for this purpose, they have acquainted 344
  therewith and shall reimburse the Owners for all 279     themselves with all relevant terms, conditions and 345
  expenses incurred in connection therewith, also for any 280     provisions of the Financial Instrument and agree to 346
  new equipment required in order to comply with radio 281     acknowledge this in writing in any form that may be 347
  regulations. 282     required by the mortgagee(s). The Owners warrant that 348
  (g)  Periodical Dry-Docking - The Charterers shall dry- 283     they have not effected any mortgage(s) other than stated 349
  dock the Vessel and clean and paint her underwater 284     in Box 28 and that they shall not agree to any 350
  parts whenever the same may be necessary, but not 285     amendment of the mortgage(s) referred to in Box 28 or 351
  less than once during the period stated in Box 19 or, if 286     effect any other mortgage(s) without the prior written consent 352
  Box 19 has been left blank, and/or every sixty (60) 287     of the Charterers, which shall not be unreasonably 353
  calendar months after the time of delivery or such other 288     withheld.  354
  period as may be required by the Classification Society or 289   *) (Optional, Clauses 12(a) and 12(b) are alternatives; 355
  flag State.       indicate alternative agreed in Box 28). 356
             
11. Hire 290        
  (a)  The Charterers shall pay  hire due to the Owners 291   13. Insurance and Repairs 357
  punctually in accordance with the terms of this Charter 292     (a)  During the Charter Period the Vessel shall be kept 358
  in respect of which time shall be of the essence. 293     insured by the Charterers at their expense against hull 359
  (b)  The Charterers shall pay to the Owners for the hire 294     and machinery, war and Protection and Indemnity risks 360
  of the Vessel a lump sum in the amount indicated in 295     (and any risks against which it is compulsory to insure 361
  Box 22 which shall be payable not later than every In 296     for the operation of the Vessel, including maintaining 362
  advance arrears, the first lump sum being payable 3 month 297     financial security in accordance with sub-clause 363
  after vessel’s delivery to the Charterer on the date and hour 298     10(a)(iii)) in such form as the Owners shall in writing 364
  within three banking days after of the Vessel’s delivery to the 299     approve, which approval shall not be un-reasonably 365
  Charterers.Hire shall be paid continuously 300     withheld. Such insurances shall be arranged by the 366
  throughout the Charter Period.          
  (c)  Payment of hire shall be made in cash without 301     Charterers to protect the interests of both the Owners 367
  discount in the currency and in the manner indicated in 302     and the Charterers and the mortgagee(s) (if any), and 368
  Box 25 and at the place mentioned in Box 26. 303     the Charterers shall be at liberty to protect under such 369
  (d)  Final payment of hire, if for a period of less than 304     insurances the interests of any managers they may 370
  thirty (30) running days, shall be calculated proportionally 305     appoint. Insurance policies shall cover the Owners and 371
  according to the number of days and hours remaining 306     the Charterers according to their respective interests. 372
  before redelivery and advance payment to be effected 307     Subject to the provisions of the Financial Instrument, if 373
  accordingly. the end of the Charter Period in Box 21. 308     any, and the approval of the Owners and the insurers, 374
  (e)  Should the Vessel be lost or missing, hire shall 309     the Charterers shall effect all insured repairs and shall 375
  cease from the date and time when she was lost or last 310     undertake settlement and reimbursement from the 376
  heard of.  The date upon which the Vessel is to be treated 311     insurers of all costs in connection with such repairs as 377
  as lost or missing shall be ten (10) days after the Vessel 312     well as insured charges, expenses and liabilities to the 378
  was last reported or when the Vessel is posted as 313     extent of coverage under the insurances herein provided 379
  missing by Lloyd’s, whichever occurs first.  Any hire paid 314     for. 380
  in advance to be adjusted accordingly and refunded to 315     The Charterers also to remain responsible for and to 381
  Charterers.          
  (f) Any delay in payment of hire exceeding five (5) 316     effect repairs and settlement of costs and expenses 382
  consecutive days shall entitle the Owners to interest at 317     incurred thereby in respect of all other repairs not 383
  the rate per annum as agreed in Box 24. If Box 24 has not 318     covered by the insurances and/or not exceeding any 384
  been filled in, as per the three months interbank offered rate in 319     possible franchise(s) or deductibles provided for in the 385
  London (LIBOR or its successor) for the currency stated in Box 320     insurances. 386
  25, as quoted by the British Bankers’Association (BBA) on 321     All time used for repairs under the provisions of sub- 387
  the date when the hire fell due, increased by 2 per cent., 322     clause 13(a) and for repairs of latent defects according 388
  shall apply. 323     to Clause 3(c) above, including any deviation, shall be 389
  (g)  Payment of interest due under sub-clause 11(f) 324     for the Charterers’ account. 390
  shall be made within seven (7) running days of the date 325     (b)  If the conditions of the above insurances permit 391
  of the Owners’invoice specifying the amount payable 326     additional insurance to be placed by the parties, such 392
  or, in the absence of an invoice, at the time of the next 327     cover shall be limited to the amount for each party set 393
  hire payment date.       out in Box 30 and Box 31, respectively. The Owners or 394
             
12. Mortgage 328     the Charterers as the case may be shall immediately 395
  (only to apply if Box 28 has been appropriately filled in) 329     furnish the other party with particulars of any additional 396

 

 
 

 

PART II

“BARECON 2001” Standard Bareboat Charter

 

  insurance effected, including copies of any cover notes 397   presentation of accounts. 464
  or policies and the written consent of the insurers of 398   (e)  The Charterers to remain responsible for and to 465
  any such required insurance in any case where the 399   effect repairs and settlement of costs and expenses 466
  consent of such insurers is necessary. 400   incurred thereby in respect of all other repairs not 467
  (c)  The Charterers shall upon the request of the 401   covered by the insurances and/or not exceeding any 468
  Owners, provide information and promptly execute such 402   possible franchise(s) or deductibles provided for in the 469
  documents as may be required to enable the Owners to 403   insurances. 470
  comply with the insurance provisions of the Financial 404   (f)   All time used for repairs under the provisions of 471
  Instrument. 405   sub-clauses 14(d) and 14(e) and for repairs of latent 472
  (d)  Subject to the provisions of the Financial Instru- 406   defects according to Clause 3 above, including any 473
  ment, if any, should the Vessel become an actual, 407   deviation, shall be for the Charterers’ account and shall 474
  constructive, compromised or agreed total loss under 408   form part of the Charter Period.  475
  the insurances required under sub-clause 13(a), all 409   The Owners shall not be responsible for any expenses 476
  insurance payments for such loss shall be paid to the 410   as are incident to the use and operation of the Vessel   477
  Owners who shall distribute the moneys between the 411   for such time as may be required to make such repairs. 478
  Owners and the Charterers according to their respective 412   (g)  If the conditions of the above insurances permit 479
  interests. The Charterers undertake to notify the Owners 413   additional insurance to be placed by the parties such 480
  and the mortgagee(s), if any, of any occurrences in 414   cover shall be limited to the amount for each party set 481
  consequence of which the Vessel is likely to become a 415   out in Box 30 and Box 31, respectively. The Owners or   482
  total loss as defined in this Clause. 416   the Charterers as the case may be shall immediately 483
  (e)  The Owners shall upon the request of the 417   furnish the other party with particulars of any additional 484
  Charterers, promptly execute such documents as may 418   insurance effected, including copies of any cover notes 485
  be required to enable the Charterers to abandon the 419   or policies and the written consent of the insurers of 486
  Vessel to insurers and claim a constructive total loss. 420   any such required insurance in any case where the 487
(f) For the purpose of insurance coverage against hull 421   consent of such insurers is necessary.  488
  and machinery and war risks under the provisions of 422   (h)  Should the Vessel become an actual, constructive, 489
  sub-clause 13(a), the value of the Vessel is the sum 423   compromised or agreed total loss under the insurances  490
  indicated in Box 29. 424   required under sub-clause 14(a), all insurance payments 491
        for such loss shall be paid to the Owners, who shall 492
  14. Insurance, Repairs and Classification 425   distribute the moneys between themselves and the   493
  (Optional, only to apply if expressly agreed and stated 426   Charterers according to their respective interests.   494
  in Box 29, in which event Clause 13 shall be considered 427   (i)   If the Vessel becomes an actual, constructive, 495
  deleted). 428   compromised or agreed total loss under the insurances   496
  (a)  During the Charter Period the Vessel shall be kept 429   arranged by the Owners in accordance with sub-clause 497
  insured by the Owners at their expense against hull and 430   14(a), this Charter shall terminate as of the date of such 498
  machinery and war risks under the form of policy or 431   loss.  499
  policies attached hereto. The Owners and/or insurers 432   (j)    The Charterers shall upon the request of the 500
  shall not have any right of recovery or subrogation 433   Owners, promptly execute such documents as may be 501
  against the Charterers on account of loss of or any 434   required to enable the Owners to abandon the Vessel  502
  damage to the Vessel or her machinery or appurt- 435   to the insurers and claim a constructive total loss.  503
  enances covered by such insurance, or on account of 436   (k)  For the purpose of insurance coverage against hull 504
  payments made to discharge claims against or liabilities 437   and machinery and war risks under the provisions of 505
  of the Vessel or the Owners covered by such insurance. 438   sub-clause 14(a), the value of the Vessel is the sum 506
  Insurance policies shall cover the Owners and the 439   indicated in Box 29. 507
  Charterers according to their respective interests. 440   (l)  Notwithstanding anything contained in sub-clause 508
  (b)  During the Charter Period the Vessel shall be kept 441   10(a), it is agreed that under the provisions of Clause 509
  insured by the Charterers at their expense against 442   14, if applicable, the Owners shall keep the Vessel’s 510
  Protection and Indemnity risks (and any risks against 443   Class fully up to date with the Classification Society 511
  which it is compulsory to insure for the operation of the 444   indicated in Box 10 and maintain all other necessary 512
  Vessel, including maintaining financial security in 445   certificates in force at all times. 513
  accordance with sub-clause 10(a)(iii)) in such form as 446      
  the Owners shall in writing approve which approval shall 447 15.  Redelivery 514
  not be unreasonably withheld. 448   At the expiration of the Charter Period the Vessel shall 515
  (c)  In the event that any act or negligence of the 449   be redelivered by the Charterers to the Owners at a 516
  Charterers shall vitiate any of the insurance herein 450   safe and ice-free port or place as indicated in Box 16, in 517
  provided, the Charterers shall pay to the Owners all 451   such ready safe berth as the Owners may direct. The 518
  losses and indemnify the Owners against all claims and 452   Charterers shall give the Owners not less than thirty 519
  demands which would otherwise have been covered by 453   (30) running days’ preliminary notice of expected date,  520
  such insurance. 454   range of ports of redelivery or port or place of redelivery 521
  (d)  The Charterers shall, subject to the approval of the 455   and not less than fourteen (14) running days’ definite 522
  Owners or Owners’ Underwriters, effect all insured 456   notice of expected date and port or place of redelivery.  523
  repairs, and the Charterers shall undertake settlement 457   Any changes thereafter in the Vessel’s position shall be 524
  of all miscellaneous expenses in connection with such 458   notified immediately to the Owners. 525
  repairs as well as all insured charges, expenses and 459   The Charterers warrant that they will not permit the 526
  liabilities, to the extent of coverage under the insurances 460   Vessel to commence a voyage (including any preceding 527
  provided for under the provisions of sub-clause 14(a). 461   ballast voyage) which cannot reasonably be expected 528
  The Charterers to be secured reimbursement through 462   to be completed in time to allow redelivery of the Vessel 529
  the Owners’ Underwriters for such expenditures upon 463   within the Charter Period.  Notwithstanding the above, 530

 

 
 

  

PART II

“BARECON 2001” Standard Bareboat Charter

 

  should the Charterers fail to redeliver the Vessel within 531   19. Salvage 594
  the Charter Period, the Charterers shall pay the daily 532   All salvage and towage performed by the Vessel shall 595
  equivalent to the rate of hire stated in Box 22 plus 10 533   be for the Charterers’benefit and the cost of repairing 596
  per cent. or to the market rate, whichever is the higher, 534   damage occasioned thereby shall be borne by the 597
  for the number of days by which the Charter Period is 535   Charterers. 598
  exceeded.  All other terms, conditions and provisions of 536      
  this Charter shall continue to apply. 537   20. Wreck Removal 599
  Subject to the provisions of Clause 10, the Vessel shall 538   In the event of the Vessel becoming a wreck or 600
  be redelivered to the Owners in the same or as good 539   obstruction to navigation the Charterers shall indemnify 601
  structure, state, condition and class as that in which she 540   the Owners against any sums whatsoever which the 602
  was delivered, fair wear and tear not affecting class 541   Owners shall become liable to pay and shall pay in 603
  excepted. 542   consequence of the Vessel becoming a wreck or 604
  The Vessel upon redelivery shall have her survey cycles 543   obstruction to navigation. 605
  up to date and trading and class certificates valid for at 544      
  least the number of months agreed in Box 17. 545   21. General Average 606
        The Owners shall not contribute to General Average. 607
16. Non-Lien 546      
  The Charterers will not suffer, nor permit to be continued, 547   22. Assignment, Sub-Charter and Sale 608
  any lien or encumbrance incurred by them or their 548   (a)  The Charterers shall not assign this Charter nor 609
  agents, which might have priority over the title and 549   sub-charter the Vessel on a bareboat basis except with 610
  interest of the Owners in the Vessel. The Charterers 550   the prior consent in writing of the Owners, which shall 611
  further agree to fasten to the Vessel in a conspicuous 551   not be unreasonably withheld, and subject to such terms 612
  place and to keep so fastened during the Charter Period 552   and conditions as the Owners shall approve. 613
  a notice reading as follows: 553   (b)  The Owners shall not sell the Vessel during the 614
  “This Vessel is the property of (name of Owners). It is 554   currency of this Charter except with the prior written 615
  under charter to (name of Charterers) and by the terms 555   consent of the Charterers, which shall not be unreason- 616
  of the Charter Party neither the Charterers nor the 556   ably withheld, and subject to the buyer accepting an 617
  Master have any right, power or authority to create, incur 557   assignment  of this Charter. 618
  or permit to be imposed on the Vessel any lien 558      
  whatsoever.” 559   23. Contracts of Carriage 619
    *) (a)  The Charterers are to procure that all documents 620
17. Indemnity 560   issued during the Charter Period evidencing the terms 621
  (a)  The Charterers shall indemnify the Owners against 561   and conditions agreed in respect of carriage of goods 622
  any loss, damage or expense incurred by the Owners 562   shall contain a paramount clause incorporating any 623
  arising out of or in relation to the operation of the Vessel 563   legislation relating to carrier’s liability for cargo 624
  by the Charterers, and against any lien of whatsoever 564   compulsorily applicable in the trade; if no such legislation 625
  nature arising out of an event occurring during the 565   exists, the documents shall incorporate the Hague-Visby 626
  Charter Period.  If the Vessel be arrested or otherwise 566   Rules. The documents shall also contain the New Jason 627
  detained by reason of claims or liens arising out of her 567   Clause and the Both-to-Blame Collision Clause. 628
  operation hereunder by the Charterers, the Charterers 568 *) (b)  The Charterers are to procure that all passenger 629
  shall at their own expense take all reasonable steps to 569   tickets issued during the Charter Period for the carriage 630
  secure that within a reasonable time the Vessel is 570   of passengers and their luggage under this Charter shall 631
  released, including the provision of bail. 571   contain a paramount clause incorporating any legislation 632
  Without prejudice to the generality of the foregoing, the 572   relating to carrier’s liability for passengers and their 633
  Charterers agree to indemnify the Owners against all 573   luggage compulsorily applicable in the trade; if no such 634
  consequences or liabilities arising from the Master, 574   legislation exists, the passenger tickets shall incorporate 635
  officers or agents signing Bills of Lading or other 575   the Athens Convention Relating to the Carriage of 636
  documents. 576   Passengers and their Luggage by Sea, 1974, and any 637
  (b)  If the Vessel be arrested or otherwise detained by 577   protocol thereto. 638
  reason of a claim or claims against the Owners, the 578 *) Delete as applicable. 639
  Owners shall at their own expense take all reasonable 579   Charterers further procure that all documents issued  
  steps to secure that within a reasonable time the Vessel     as per a) above shall name Charterers as carriers.  
  is released, including the provision of bail. 580   24. Bank Guarantee 640
  In such circumstances the Owners shall indemnify the 581   (Optional, only to apply if Box 27 filled in) 641
  Charterers against any loss, damage or expense 582   The Charterers undertake to furnish, before delivery of 642
  incurred by the Charterers (including hire paid under 583   the Vessel, a first class bank guarantee or bond in the 643
  this Charter) as a direct consequence of such arrest or 584   sum and at the place as indicated in Box 27 as guarantee 644
  detention. 585   for full performance of their obligations under this 645
    586   Charter. 646
18. Lien        
  The Owners to have a lien upon all cargoes, sub-hires 587   25. Requisition/Acquisition 647
  and sub-freights belonging or due to the Charterers or 588   (a)  In the event of the Requisition for Hire of the Vessel 648
  any sub-charterers and any Bill of Lading freight for all 589   by any governmental or other competent authority 649
  claims under this Charter, and the Charterers to have a 590   (hereinafter referred to as “Requisition for Hire”) 650
  lien on the Vessel for all moneys paid in advance and 591   irrespective of the date during the Charter Period when 651
  not earned. 592   “Requisition for Hire” may occur and irrespective of the 652
    593   length thereof and whether or not it be for an indefinite  653

 

 
 

 

PART II

“BARECON 2001” Standard Bareboat Charter

 

  or a limited period of time, and irrespective of whether it 654   the same time as the next payment of hire is due. 721
  may or will remain in force for the remainder of the 655   (e)  The Charterers shall have the liberty: 722
  Charter Period, this Charter shall not be deemed thereby 656   (i) to comply with all orders, directions, recommend- 723
  or thereupon to be frustrated or otherwise terminated 657   ations or advice as to departure, arrival, routes, 724
  and the Charterers shall continue to pay the stipulated 658   sailing in convoy, ports of call, stoppages, 725
  hire in the manner provided by this Charter until the time 659   destinations, discharge of cargo, delivery, or in any 726
  when the Charter would have terminated pursuant to 660   other way whatsoever, which are given by the 727
  any of the provisions hereof always provided however 661   Government of the Nation under whose flag the 728
  that in the event of “Requisition for Hire” any Requisition 662   Vessel sails, or any other Government, body or 729
  Hire or compensation received or receivable by the 663   group whatsoever acting with the power to compel 730
  Owners shall be payable to the Charterers during the 664   compliance with their orders or directions; 731
  remainder of the Charter Period or the period of the 665   (ii) to comply with the orders, directions or recom- 732
  “Requisition for Hire” whichever be the shorter. 666   mendations of any war risks underwriters who have 733
  (b) In the event of the Owners being deprived of their 667   the authority to give the same under the terms of 734
  ownership in the Vessel by any Compulsory Acquisition 668   the war risks insurance; 735
  of the Vessel or requisition for title by any governmental 669   (iii) to comply with the terms of any resolution of the 736
  or other competent authority (hereinafter referred to as 670   Security Council of the United Nations, any 737
  “Compulsory Acquisition”), then, irrespective of the date 671   directives of the European Community, the effective 738
  during the Charter Period when “Compulsory Acqui- 672   orders of any other Supranational body which has 739
  sition” may occur, this Charter shall be deemed 673   the right to issue and give the same, and with 740
  terminated as of the date of such “Compulsory 674   national laws aimed at enforcing the same to which 741
  Acquisition”. In such event Charter Hire to be considered 675   the Owners are subject, and to obey the orders 742
  as earned and to be paid up to the date and time of 676   and directions of those who are charged with their 743
  such “Compulsory Acquisition”. 677   enforcement. 744
        (f)   In the event of outbreak of war (whether there be a 745
26. War 678   declaration of war or not) (i) between any two or more 746
  (a)  For the purpose of this Clause, the words “War 679   of the following countries: the United States of America; 747
  Risks” shall include any war (whether actual or 680   Russia; the United Kingdom; France; and the People’s 748
  threatened), act of war, civil war, hostilities, revolution, 681   Republic of China, (ii) between any two or more of the 749
  rebellion, civil commotion, warlike operations, the laying 682   countries stated in Box 36, both the Owners and the 750
  of mines (whether actual or reported), acts of piracy, 683   Charterers shall have the right to cancel this Charter, 751
  acts of terrorists, acts of hostility or malicious damage, 684   whereupon the Charterers shall redeliver the Vessel to 752
  blockades (whether imposed against all vessels or 685   the Owners in accordance with Clause 15, if the Vessel 753
  imposed selectively against vessels of certain flags or 686   has cargo on board after discharge thereof at 754
  ownership, or against certain cargoes or crews or 687   destination, or if debarred under this Clause from 755
  otherwise howsoever), by any person, body, terrorist or 688   reaching or entering it at a near, open and safe port as 756
  political group, or the Government of any state 689   directed by the Owners, or if the Vessel has no cargo 757
  whatsoever, which may be dangerous or are likely to be 690   on board, at the port at which the Vessel then is or if at 758
  or to become dangerous to the Vessel, her cargo, crew 691   sea at a near, open and safe port as directed by the 759
  or other persons on board the Vessel. 692   Owners. In all cases hire shall continue to be paid in 760
  (b)  The Vessel, unless the written consent of the 693   accordance with Clause 11 and except as aforesaid all 761
  Owners be first obtained, shall not continue to or go 694   other provisions of this Charter shall apply until 762
  through any port, place, area or zone (whether of land 695   redelivery. 763
  or sea), or any waterway or canal, where it reasonably 696   27. Commission 764
  appears that the Vessel, her cargo, crew or other 697   The Owners to pay a commission at the rate indicated 765
  persons on board the Vessel, in the reasonable 698   in Box 33 to the Brokers named in Box 33 on any hire 766
  judgement of the Owners, may be, or are likely to be, 699   paid under the Charter. If no rate is indicated in Box 33, 767
  exposed to War Risks. Should the Vessel be within any 700   the commission to be paid by the Owners shall cover 768
  such place as aforesaid, which only becomes danger- 701   the actual expenses of the Brokers and a reasonable 769
  ous, or is likely to be or to become dangerous, after her 702   fee for their work. 770
  entry into it, the Owners shall have the right to require 703   If the full hire is not paid owing to breach of the Charter 771
  the Vessel to leave such area. 704   by either of the parties the party liable therefore shall 772
  (c)  The Vessel shall not load contraband cargo, or to 705   indemnify the Brokers against their loss of commission. 773
  pass through any blockade, whether such blockade be 706   Should the parties agree to cancel the Charter, the 774
  imposed on all vessels, or is imposed selectively in any 707   Owners shall indemnify the Brokers against any loss of 775
  way whatsoever against vessels of certain flags or 708   commission but in such case the commission shall not 776
  ownership, or against certain cargoes or crews or 709   exceed the brokerage on one year’s hire. 777
  otherwise howsoever, or to proceed to an area where 710      
  she shall be subject, or is likely to be subject to a 711 778
  belligerent’s right of search and/or confiscation. 712  28. Termination 779
  (d)  If the insurers of the war risks insurance, when 713   (a)  Charterers’ Default 780
  Clause 14 is applicable, should require payment of 714   The Owners shall be entitled to withdraw the Vessel from 781
  premiums and/or calls because, pursuant to the 715   the service of the Charterers and terminate the Charter 782
  Charterers’orders, the Vessel is within, or is due to enter 716   with immediate effect by written notice to the Charterers if: 783
  and remain within, any area or areas which are specified 717   (i)    the Charterers fail to pay hire in accordance with 784
  by such insurers as being subject to additional premiums 718   Clause 11.   However, where there is a failure to 785
  because of War Risks, then such premiums and/or calls 719   make punctual payment of hire due to oversight, 786
  shall be reimbursed by the Charterers to the Owners at 720   negligence, errors or omissions on the part of the

 

 
 

  

PART II

“BARECON 2001” Standard Bareboat Charter

 

    Charterers or their bankers, the Owners shall give 787   from the Charterers at her current or next port of call, or 854
    the Charterers written notice of the number of clear 788   at a port or place convenient to them without hindrance 855
    banking days stated in Box 34 (as recognised at 789   or interference by the Charterers, courts or local 856
    the agreed place of payment) in which to rectify 790   authorities.  Pending physical repossession of the Vessel 857
    the failure, and when so rectified within such 791   in accordance with this Clause 29, the Charterers shall 858
    number of days following the Owners’ notice, the 792   hold the Vessel exercising due diligence as gratuitous  
    payment shall stand as regular and punctual.     bailee only to the Owners. 859
    Failure by the Charterers to pay hire within the 793   The Owners shall arrange for an authorised represent- 860
    number of days stated in Box 34 of their receiving 794   ative to board the Vessel as soon as reasonably 861
    the Owners’ notice as provided herein, shall entitle 795   practicable following the termination of the Charter.  The 862
    the Owners to withdraw the Vessel from the service 796   Vessel shall be deemed to be repossessed by the 863
    of the Charterers and terminate the Charter without 797   Owners from the Charterers upon the boarding of the 864
    further notice; 798   Vessel by the Owners’ representative.  All arrangements 865
  (ii) the Charterers fail to comply with the requirements of: 799   and expenses relating to the settling of wages, 866
    (1) Clause 6 (Trading Restrictions) 800   disembarkation and repatriation of the Charterers’ 867
    (2) Clause 13(a) (Insurance and Repairs) 801   Master, officers and crew shall be the sole responsibility 868
    provided that the Owners shall have the option, by 802   of the Charterers. 869
    written notice to the Charterers, to give the 803      
    Charterers a specified but reasonable number of days 804 30.  Dispute Resolution 870
    grace within 805  *) (a)  This Contract shall be governed by and construed 871
    which to rectify the failure without prejudice to the 806   in accordance with English law and any dispute arising 872
    Owners’ right to withdraw and terminate under this 807   out of or in connection with this Contract shall be referred 873
    Clause if the Charterers fail to comply with such 808   to arbitration in London in accordance with the Arbitration 874
    notice; 809   Act 1996 or any statutory modification or re-enactment 875
  (iii) the Charterers fail to rectify any failure to comply 810   thereof save to the extent necessary to give effect to 876
    with the requirements of sub-clause 10(a)(i) 811   the provisions of this Clause. 877
    (Maintenance and Repairs) as soon as practically 812   The arbitration shall be conducted in accordance with 878
    possible after the Owners have requested them in 813   the London Maritime Arbitrators Association (LMAA) 879
    writing so to do and in any event so that the Vessel’s 814   Terms current at the time when the arbitration proceed- 880
    insurance cover is not prejudiced. 815   ings are commenced. 881
  (b) Owners’ Default 816   The reference shall be to three arbitrators.   A party 882
  If the Owners shall by any act or omission be in breach 817   wishing to refer a dispute to arbitration shall appoint its 883
  of their obligations under this Charter to the extent that 818   arbitrator and send notice of such appointment in writing 884
  the Charterers are deprived of the use of the Vessel 819   to the other party requiring the other party to appoint its 885
  and such breach continues for a period of fourteen (14) 820   own arbitrator within 14 calendar days of that notice and 886
  running days after written notice thereof has been given 821   stating that it will appoint its arbitrator as sole arbitrator 887
  by the Charterers to the Owners, the Charterers shall 822   unless the other party appoints its own arbitrator and 888
  be entitled to terminate this Charter with immediate effect 823   gives notice that it has done so within the 14 days 889
  by written notice to the Owners. 824   specified.   If the other party does not appoint its own 890
  (c)  Loss of Vessel 825   arbitrator and give notice that it has done so within the 891
  This Charter shall be deemed to be terminated if the 826   14 days specified, the party referring a dispute to 892
  Vessel becomes a total loss or is declared as a 827   arbitration may, without the requirement of any further 893
  constructive or compromised or arranged total loss.  For 828   prior notice to the other party, appoint its arbitrator as 894
  the purpose of this sub-clause, the Vessel shall not be 829   sole arbitrator and shall advise the other party 895
  deemed to be lost unless she has either become an 830   accordingly.   The award of a sole arbitrator shall be 896
  actual total loss or agreement has been reached with 831   binding on both parties as if he had been appointed by 897
  her underwriters in respect of her constructive, 832   agreement. 898
  compromised or arranged total loss or if such agreement 833   Nothing herein shall prevent the parties agreeing in 899
  with her underwriters is not reached it is adjudged by a 834   writing to vary these provisions to provide for the 900
  competent tribunal that a constructive loss of the Vessel 835   appointment of a sole arbitrator. 901
  has occurred. 836   In cases where neither the claim nor any counterclaim 902
  (d)  Either party shall be entitled to terminate this 837   exceeds the sum of US$50,000 (or such other sum as 903
  Charter with immediate effect by written notice to the 838   the parties may agree) the arbitration shall be conducted 904
  other party   in the event of an order being made or 839   in accordance with the LMAA Small Claims Procedure 905
  resolution passed for the winding up, dissolution, 840   current at the time when the arbitration proceedings are 906
  liquidation or bankruptcy of the other party (otherwise 841   commenced. 907
  than for the purpose of reconstruction or amalgamation) 842 *) (b)  This Contract shall be governed by and construed 908
  or if a receiver is appointed, or if it suspends payment, 843   in accordance with Title 9 of the United States Code 909
  ceases to carry on business or makes any special 844   and the Maritime Law of the United States and   any 910
  arrangement or composition with its creditors. 845   dispute  arising out of or in connection with this Contract 911
  (e)  The termination of this Charter shall be without 846   shall be referred to three persons at New York, one to 912
  prejudice to all rights accrued due between the parties 847   be appointed by each of the parties hereto, and the third 913
  prior to the date of termination and to any claim that 848   by the two so chosen; their decision or that of any two 914
  either party might have. 849   of them shall be final, and for the purposes of enforcing 915
        any award,  judgement may be entered on an award by 916
29. Repossession 850   any court of competent jurisdiction.   The proceedings 917
  In the event of the termination of this Charter in 851   shall be conducted in accordance with the rules of the 918
  accordance with the applicable provisions of Clause 28, 852   Society of Maritime Arbitrators, Inc. 919
  the Owners shall have the right to repossess the Vessel 853   In cases where neither the claim nor any counterclaim 920

 

 
 

 

PART II

“BARECON 2001” Standard Bareboat Charter

 

  exceeds the sum of US$50,000 (or such other sum as 921     fact may be brought to the attention of the Tribunal 958
  the parties may agree) the arbitration shall be conducted 922     and may be taken into account by the Tribunal when 959
  in accordance with the Shortened Arbitration Procedure 923     allocating the costs of the arbitration as between 960
  of the Society of Maritime Arbitrators, Inc.   current at 924     the parties. 961
  the time when the arbitration proceedings are commenced. 925   (iv) The mediation shall not affect the right of either 962
*) (c)  This Contract shall be governed by and construed 926     party to seek such relief or take such steps as it 963
  in accordance with the laws of the place mutually agreed 927     considers necessary to protect its interest. 964
  by the parties and any dispute arising out of or in 928   (v) Either party may advise the Tribunal that they have 965
  connection with this Contract shall be referred to 929     agreed to mediation. The arbitration procedure shall 966
  arbitration at a mutually agreed place, subject to the 930     continue during the conduct of the mediation but 967
  procedures applicable there. 931     the Tribunal may take the mediation timetable into 968
  (d)  Notwithstanding (a), (b) or (c) above, the parties 932     account when setting the timetable for steps in the 969
  may agree at any time to refer to mediation any 933     arbitration. 970
  difference and/or dispute arising out of or in connection 934   (vi) Unless otherwise agreed or specified in the 971
  with this Contract. 935     mediation terms, each party shall bear its own costs 972
  In the case of a dispute in respect of which arbitration 936     incurred in the mediation and the parties shall share 973
  has been commenced under (a), (b) or (c) above, the 937     equally the mediator’s costs and expenses. 974
  following shall apply:- 938   (vii) The mediation process shall be without prejudice 975
  (i) Either party may at any time and from time to time 939     and confidential and no information or documents 976
    elect to refer the dispute or part of the dispute to 940     disclosed during it shall be revealed to the Tribunal 977
    mediation by service on the other party of a written 941     except to the extent that they are disclosable under 978
    notice (the “Mediation Notice”) calling on the other 942     the law and procedure governing the arbitration. 979
    party to agree to mediation. 943     (Note: The parties should be aware that the mediation 980
  (ii) The other party shall thereupon within 14 calendar 944     process may not necessarily interrupt time limits.) 981
    days of receipt of the Mediation Notice confirm that 945 (e) If Box 35 in Part I is not appropriately filled in, sub-clause 982
    they agree to mediation, in which case the parties 946   30(a) of this Clause shall apply. Sub-clause 30(d) shall 983
    shall thereafter agree a mediator within a further 947   apply in all cases. 984
    14 calendar days, failing which on the application 948 *) Sub-clauses 30(a), 30(b) and 30(c) are alternatives; 985
    of either party a mediator will be appointed promptly 949   indicate alternative agreed in Box 35. 986
    by the Arbitration Tribunal (“the Tribunal”) or such 950      
    person as the Tribunal may designate for that 951   31. Notices 987
    purpose.  The mediation shall be conducted in such 952   (a)  Any notice to be given by either party to the other 988
    place and in accordance with such procedure and 953   party shall be in writing and may be sent by fax, telex, 989
    on such terms as the parties may agree or, in the 954   registered or recorded mail or by personal service. 990
    event of disagreement, as may be set by the 955   (b)  The address of the Parties for service of such 991
    mediator. 956   communication shall be as stated in Boxes 3 and 4 992
   (iii) If the other party does not agree to mediate, that 957   respectively. 993

 

 
 

 

“BARECON 2001” Standard Bareboat Charter

      OPTIONAL
      PART

 

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

(Optional, only to apply if expressly agreed and stated in Box 37)

 

1. Specifications and Building Contract 1     and upon and after such acceptance, subject to Clause 69
  (a)  The Vessel shall be constructed in accordance with 2     1(d), the Charterers shall not be entitled to make any claim 70
  the Building Contract (hereafter called “the Building 3     against the Owners in respect of any conditions, 71
  Contract”) as annexed to this Charter, made between the 4     representations or warranties, whether express or implied, 72
  Builders and the Owners and in accordance with the 5     as to the seaworthiness of the Vessel or in respect of delay 73
  specifications and plans annexed thereto, such Building 6     in delivery. 74
  Contract, specifications and plans having been counter- 7     (b)  If for any reason other than a default by the Owners 75
  signed as approved by the Charterers. 8     under the Building Contract, the Builders become entitled 76
  (b)  No change shall be made in the Building Contract or 9     under that Contract not to deliver the Vessel to the Owners, 77
  in the specifications or plans of the Vessel as approved by 10     the Owners shall upon giving to the Charterers written 78
  the Charterers as aforesaid, without the Charterers’ 11     notice of Builders becoming so entitled, be excused from 79
  consent. 12     giving delivery of the Vessel to the Charterers and upon 80
  (c)  The Charterers shall have the right to send their 13     receipt of such notice by the Charterers this Charter shall 81
  representative to the Builders’ Yard to inspect the Vessel 14     cease to have effect. 82
  during the course of her construction to satisfy themselves 15     (c)  If for any reason the Owners become entitled under 83
  that construction is in accordance with such approved 16     the Building Contract to reject the Vessel the Owners shall, 84
  specifications and plans as referred to under sub-clause 17     before exercising such right of rejection, consult the 85
  (a) of this Clause. 18     Charterers and thereupon 86
  (d)  The Vessel shall be built in accordance with the 19     (i) if the Charterers do not wish to take delivery of the Vessel 87
  Building Contract and shall be of the description set out 20     they shall inform the Owners within seven (7) running days 88
  therein. Subject to the provisions of sub-clause 2(c)(ii) 21     by notice in writing and upon receipt by the Owners of such 89
  hereunder,   the Charterers shall be bound to accept the 22     notice this Charter shall cease to have effect; or 90
  Vessel from the Owners, completed and constructed in 23     (ii) if the Charterers wish to take delivery of the Vessel 91
  accordance with the Building Contract, on the date of 24     they may by notice in writing within seven (7) running days 92
  delivery by the Builders.   The Charterers undertake that 25     require the Owners to negotiate with the Builders as to the 93
  having accepted the Vessel they will not thereafter raise 26     terms on which delivery should be taken and/or refrain from 94
  any claims against the Owners in respect of the Vessel’s 27     exercising their right to rejection and upon receipt of such 95
  performance or specification or defects, if any. 28     notice the Owners shall commence such negotiations and/ 96
  Nevertheless,   in respect of any repairs, replacements or 29     or take delivery of the Vessel from the Builders and deliver 97
  defects which appear within the first 12 months from 30     her to the Charterers; 98
  delivery by the Builders, the Owners shall   endeavour to 31     (iii) in no circumstances shall the Charterers be entitled to 99
  compel the Builders to repair, replace or remedy any defects 32     reject the Vessel unless the Owners are able to reject the 100  
  or to recover from the Builders any expenditure incurred in 33     Vessel from the Builders; 101
  carrying out such repairs, replacements or remedies. 34     (iv) if this Charter terminates under sub-clause (b) or (c) of 102  
  However, the Owners’ liability to the Charterers shall be 35     this Clause, the Owners shall thereafter not be liable to the 103  
  limited  to the extent the Owners have a valid claim against 36     Charterers for any claim under or arising out of this Charter 104  
  the Builders under the guarantee clause of the Building 37     or its termination. 105
  Contract (a copy whereof has been supplied to the 38     (d) Any liquidated damages for delay in delivery under the 106  
  Charterers). The Charterers shall be bound to accept such 39     Building Contract and any costs incurred in pursuing a claim 107  
  sums as the Owners are reasonably able to recover under 40     therefor shall accrue to the account of the party stated in 108  
  this Clause and shall make no further claim on the Owners 41     Box 41(c) or if not filled in shall be shared equally between 109  
  for the difference between the amount(s) so recovered and 42     the parties. 110
  the actual expenditure on repairs, replacement or 43        
  remedying defects or for any loss of time incurred. 44   3. Guarantee Works 111
  Any liquidated damages for physical defects or deficiencies 45     If not otherwise agreed, the Owners authorise the 112  
  shall accrue to the account of the party stated in Box 41(a) 46     Charterers to arrange for the guarantee works to be 113
  or if not filled in shall be shared equally between the parties. 47     performed in accordance with the building contract terms, 114  
  The costs of pursuing a claim or claims against the Builders 48     and hire to continue during the period of guarantee works. 115  
  under this Clause (including any liability to the Builders) 49     The Charterers have to advise the Owners about the 116  
  shall be borne by the party stated in Box 41(b) or if not 50     performance to the extent the Owners may request. 117
  filled in shall be shared equally between the parties. 51        
        4. Name of Vessel 118
2. Time and Place of Delivery 52     The name of the Vessel shall be mutually agreed between 119  
  (a)  Subject to the Vessel having completed her 53     the Owners and the Charterers and the Vessel shall be 120  
  acceptance trials including trials of cargo equipment in 54     painted in the colours, display the funnel insignia and fly 121  
  accordance with the Building Contract and specifications 55     the house flag as required by the Charterers. 122
  to the satisfaction of the Charterers, the Owners shall give 56        
  and the Charterers shall take delivery of the Vessel afloat 57   5. Survey on Redelivery 123
  when ready for delivery and properly documented at the 58     The Owners and the Charterers shall appoint surveyors 124  
  Builders’ Yard or some other safe and readily accessible 59     for the purpose of determining and agreeing in writing the 125  
  dock, wharf or place as may be agreed between the parties 60     condition of the Vessel at the time of re-delivery. 126
  hereto and the Builders. Under the Building Contract the 61     Without prejudice to Clause 15 (Part II), the Charterers 127  
  Builders have estimated that the Vessel will be ready for 62     shall bear all survey expenses and all other costs, if any, 128  
  delivery to the Owners as therein provided but the delivery 63     including the cost of docking and undocking, if required, 129  
  date for the purpose of this Charter shall be the date when 64     as well as all repair costs incurred. The Charterers shall 130  
  the Vessel is in fact ready for delivery by the Builders after 65     also bear all loss of time spent in connection with any 131  
  completion of trials whether that be before or after as 66     docking and undocking as well as repairs, which shall be 132  
  indicated in the Building Contract. The Charterers shall not 67     paid at the rate of hire per day or pro rata. 133
  be entitled to refuse acceptance of delivery of the Vessel 68        

 

 
 

 

“BARECON 2001” Standard Bareboat Charter

    OPTIONAL
    PART

 

PART IV

HIRE/PURCHASE AGREEMENT

(Optional, only to apply if expressly agreed and stated in Box 42)

 

  During the currency of this charter On expiration of this Charter and   claims. Any taxes, notarial, consular and other charges 22
  provided the Charterers 1     and expenses connected with the purchase and 23
  have fulfilled their obligations according to Part I and II 2     registration under Buyers’ flag, shall be for Buyers’ 24
  as well as Part III, if applicable, it is agreed, that on 3     account. Any taxes, consular and other charges and 25
  payment of the final payment of hire as per Clause 11 4     expenses connected with closing of the Sellers’ register, 26
  the Charterers  have the option and obligation to purchase       shall be for Sellers’ account. 27
  purchased the Vessel with 5     In exchange for payment of purchase option price the last
  everything belonging to her as per rider clause 3 and the Vessel is     month’s hire 28
  fully paid 6     instalment,  
  for. 7     the Sellers shall furnish the Buyers with a 29
          Bill of Sale duly attested and legalized, together with a 30
  In the following paragraphs the Owners are referred to 8     certificate  issued by the competent authorities stating that  
  as the Sellers and the Charterers as the Buyers 9     the vessel is free from registered encumbrances  
          setting out the registered encumbrances, if 31
  The Vessel shall be delivered by the Sellers and taken 10     any. On delivery of the Vessel the Sellers shall provide 32
  over by the Buyers on expiration of the Charter. 11     for deletion of the Vessel from the Ship’s Register and 33
          deliver a certificate of deletion to the Buyers. 34
  The Sellers guarantee that the Vessel, at the time of 12     The Sellers shall, at the time of delivery, hand to the 35
  delivery, is free from all encumbrances and maritime 13     Buyers all classification certificates (for hull, engines, 36
  liens or any debts whatsoever other than those arising 14     anchors, chains, etc.), as well as all plans which may 37
  from anything done or not done by the Buyers or any 15     be in Sellers’ possession. 38
  existing mortgage agreed not to be paid off by the time 16        
  of delivery.       The Wireless Installation and Nautical Instruments, 39
  Should any claims, which have been incurred 17     unless on hire, shall be included in the sale without any 40
  prior to the time of delivery be made against the Vessel, 18     extra payment. 41
  the Sellers hereby undertake to indemnify the Buyers 19        
  against all consequences of such claims to the extent it 20     The Vessel with everything belonging to her shall be at 42
  can be proved that the Sellers are responsible for such 21     Sellers’ risk and expense until she is delivered to the 43
          Buyers, subject to the conditions of this Contract and 44
          the Vessel with everything belonging to her shall be 45
          delivered and taken over as she is at the time of delivery, 46
          after which the Sellers shall have no responsibility for 47
          possible faults or deficiencies of any description. 48
             
          The Buyers undertake to pay for the repatriation of the 49
          Master, officers and other personnel if appointed by the 50
          Sellers to the port where the Vessel entered the Bareboat 51
          Charter as per Clause 3 (Part II) or to pay the equivalent 52
          cost for their journey to any other place. 53

 

PART V

PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY

(Optional, only to apply if expressly agreed and stated in Box 43)

 

1. Definitions 1   3. Termination of Charter by Default 17
  For the purpose of this PART V, the following terms shall 2     If the Vessel chartered under this Charter is registered 18
  have the meanings hereby assigned to them: 3     in a Bareboat Charter Registry as stated in Box 44, and 19
  “The Bareboat Charter Registry” shall mean the registry 4     if the Owners shall default in the payment of any amounts 20
  of the State whose flag the Vessel will fly and in which 5     due under the mortgage(s) specified in Box 28, the 21
  the Charterers are registered as the bareboat charterers 6     Charterers shall, if so required by the mortgagee, direct 22
  during the period of the Bareboat Charter. 7     the Owners to re-register the Vessel in the Underlying 23
  “The Underlying Registry” shall mean the registry of the 8     Registry as shown in Box 45. 24
  State in which the Owners of the Vessel are registered 9     In the event of the Vessel being deleted from the 25
  as Owners and to which jurisdiction and control of the 10     Bareboat Charter Registry as stated in Box 44, due to a 26
  Vessel will revert upon termination of the Bareboat 11     default by the Owners in the payment of any amounts 27
  Charter Registration. 12     due under the mortgage(s), the Charterers shall have 28
          the right to terminate this Charter forthwith and without 29
2. Mortgage 13     prejudice to any other claim they may have against the 30
  The Vessel chartered under this Charter is financed by 14     Owners under this Charter. 31
  a mortgage and the provisions of Clause 12(b) (Part II) 15        
  shall apply. 16        

 

 
 

  

1.          Down Payment

 

Subject to the finalization of the amount of the Initial Trade Debt Obligation (the “Initial Trade Debt Obligation”) as per Appendix C, which shall be completed by December 31, 2014 and shall not exceed a variation of more than 5% of the Initial Trade Debt Obligations as per Appendix C, Charterers to pay a share payment amount of USD two million one hundred sixty seven thousand three hundred twenty one and fifty seven cents ($ 2,167,321.57) payable in NEWLEAD HOLDINGS’ LTD. (“NewLead”) common shares (the “Shares”) with relevant true up provisions as in clause 5 in the Rider Clauses (the “Share Payment”) on delivery of the vessel to Owners' designated Brokerage Account. Upon finalization of the amount of the Initial Trade Debt Obligation, if more Shares need to be issued so as to reflect the finalized Share Payment, they shall be issued until January 5, 2015. In case the number of Shares which has been issued exceeds the finalized Share Payment, the Owners shall return to the Charters the respective Shares until January 5, 2015. This payment will be considered as a part payment of the vessel's price in the event that the Purchase Option or when the Purchase Obligation is exercised. In the event of termination under Clause 25 (b) due to default of Owners, or 28 (c) or termination by the Charterers under Clause 28 (d) of the Charter or in case the Purchase Option or Obligation will not be exercised either due to force majeure or fault of the Owners the Share Payment shall be immediately repaid to the Charterers.

 

At the time that the Purchase Option or when the Purchase Obligation is exercised the Charterers shall pay to the Owners USD sixty one thousand six hundred thirty eight and seven cents ($ 61,638.07) payable in NewLead’s common shares which is the book value of the bunkers onboard on MT IOLI on the date of the delivery of the vessel. In the event of termination under Clause 25 (b) due to default of Owners, or 28 (c) or termination by the Charterers under Clause 28 (d) of the Charter or in case the Purchase Option or Obligation will not be exercised either due to force majeure or fault of the Owners, the vessel shall be returned to the Owners containing the same quantity of bunkers (IFO 74.565 Tns, MGO 4.422 Tns, ENGINE OIL 1875.000 Ltrs, GENERATOR OIL 500.000 Ltrs, THERMOIL 1800.000 Ltrs, HYDRAULIC 0.000 Ltrs) as the date it was delivered to the Charterers.

 

2.          Hire

 

Hire payment is to cover Owners’ interest obligations under the Financial Instrument (the “Financial Instrument”) (as per the appendix A). The hire is to be paid in installments on a quarterly basis in arrears on the dates corresponding to the Financial Instrument repayment dates and will amount to the actual interest part of the repayment of the Financial Instrument. The Owners will provide to the Charterers the bank slip evidencing the actual interest amounts payable at least fifteen (15) days prior the payment date. The calculations provided in Appendix B illustrate the expected hire with an assumed Libor of 0.50%. For the calculation of the interest part, the actual hire is expected to be different due to Libor rate’s variations. The interest calculation will also differ in case the Charterers exercise their option to repay the Capital as provided below to rider clause 3. Following each payment of Interest (or Principal under the option provided below to rider clause 3) to the Bank, the Owners will provide supporting documentation from the Bank to the Charterers, showing that the Charterers used the hire for paying down the Financial Instrument and/or interest thereon. The Owners undertake and guarantee that the sole use of the Hire payment is to repay down the Financial Instrument and will not cover with that money any other obligations nor distribute any dividends to the shareholders.

 

3.          Purchase Option and Obligation

 

Charterers to have a Purchase Option and the Owners the obligation to sell the vessel exercisable at any time during the duration of the current Charter (the “Charter”) (the “Purchase Option”). The Purchase Option price to be the vessel's outstanding loan amount, which is the Capital as it is defined here below, at the date of the exercise of the option as it may be reduced pursuant to the third paragraph here below, plus the interest accrued under the Financial Instrument during the period from the last payment of principal and interest pursuant to the Financial Instrument until delivery to buyers, plus any amounts remaining unpaid under the Initial Trade Debt (as per appendix C.

 

 
 

 

Charterers to have the Obligation (the “Purchase Obligation”) to purchase and the Owners the obligation to sell the vessel to the Charterers at the end of the duration of the Charter as per Box 21 (which matches to the maturity date according to the Financial Instrument) at a price of USD three million twenty five thousand (3,025,000) (the “Capital”), as may be reduced in Capital pursuant to the following paragraph, plus any amount remaining under the Initial Trade Debt Obligation as per appendix C.

 

Charterers to have the option, on their sole discretion, to prepay part or all of the Capital of the Financial Instrument that is attributed to M/T IOLI (the vessel owned by the Owners) of USD three million twenty five thousand (3,025,000) at any time on the Charterers’ option. Any amount paid to the Owners under this provision shall be reduced from the Capital as described on the previous paragraph. In case the Charterers will not exercise the Purchase Option or Obligation either due to force majeure or fault of the Owners, the Owners will return any amount paid to the Charterers as part of the Capital of the Financial Instrument as described here above.

 

The Charterers may on their option prepay any amount of the Initial Trade Debt Obligation as per appendix C during the term of this Charter or at the Purchase Option or Purchase Obligation dates. The Charterers may on their sole option pay directly any vendors (as defined in the Appendix C). In case the Charterers will not exercise the Purchase Option or Obligation, either due to force majeure or fault of the Owners, the Owners will return any amount paid to the Charterers as part of the Initial Trade Debt Obligations as described here above.

 

Charterers to give the Owners written notice of their exercise of the Purchase Option approximately 30 days prior to the date of estimated delivery of the vessel pursuant to such option and 30/20/15/7/5 days approximate and 3/1 days definite notice of the vessel's delivery.

 

4.         The Owners undertake and guarantee that aside from the encumbrances that already exist in favor of the Financial Instrument they will not create any additional mortgage, lien, debt, assignment over, or other security interest whatsoever in the vessel. Additionally they undertake and guarantee that they will not alter any repayment terms on the Financial Instrument unless they obtain consent in writing by the Charterer.

 

5.         If at any time and always within the duration of the Charter :

a) the trading value of the Shares is less than the value at the date of issuance and/or

b) the total amount which the Owners have received as consideration in respect of the sale of all or any part of the Shares (the “Sold Amount”), come to a total less than the Share Payment amount,

then Owners shall immediately issue to the Charterers a notice in writing, which shall be in a form acceptable by the Charterers, confirming the Sold Amount received as per Rider Clause 5 b), the sale date(s) of the Shares and the stock price of the sold Shares on the date(s) those Shares were sold, which shall not be less than the price of common stock of NewLead (VWAP).

 

Provided that the above conditions are met cumulatively the Charterers shall effect true-up adjustments, and issue further additional shares (the “True-Up Shares”) to the Owners with the price per share to be the average of the last ten (10) days preceding the date on which the shares are issued.

 

6.         If, at any time until the compulsory purchase of the vessel (as per clause 3 and Box 21 of the Charter), the Shares cease (or have ceased) to remain publicly listed on any national security exchange or market, trading or quotation facility; and (i) a shortfall exists after the Sold Amount has been deducted from the Share Payment (the "De-Listing Shortfall"); and (ii) all and any Shares held by the Owners have been sold or transferred back to such private shareholders of NewLead (as the board of directors of NewLead may direct in accordance with the shareholding proportions that each such private shareholder holds in NewLead on the maturity date), the Charterers shall in their sole and absolute discretion (within 60 Business Days from the maturity date or such other date as the Parties may agree):

 

 
 

 

(A) pay to the Owners (or to their order) the amount of the De-Listing Shortfall in cash;

(B) procure the delivery of the Vessel to the Owners or their nominee (on such terms as may be agreed between the Parties) and as may be equal to the De-Listing Shortfall based on the average of two contemporaneous written valuations of such Vessel with the benefit of any charter and on a willing seller willing buyer basis, prepared by two first-class international shipbrokers (each of the Owners and Charterers to supply each shipbroker and bear the costs respectively); or

(C) any combination of the two just mentioned options in the sole discretion of the Charterers, as may be equal to the De-Listing Shortfall.

 

Immediately upon the settlement of the De-Listing Shortfall pursuant to the Clause here above, the Charterers shall have no obligation or liability to the Owners (or any other person) whatsoever under or pursuant to the terms of this Charter, whereupon this Charter shall cease to take effect and the Owners shall not be entitled to advance any claim for any compensation, indemnity, losses, damages, expenses or costs whatsoever whether directly or indirectly incurred or whether present, future or contingent as a consequence thereof whether against the Charterers, NewLead and/or any person, officer or agent acting on behalf of any such entities.

 

7.        In the event of any conflict between these Rider Clauses and Part I, II and IV of this Charter these Rider Clauses shall prevail.