EX-99.2 3 v399300_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

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
  November 13th 2014
   
  3. Owners/Place of business (Cl. 1)   4. Bareboat Charterers/Place of business (Cl. 1)
   
FLEGRA COMPANIA NAVIERA S.A. TBN 
  By NewLead Holdings Ltd.
   
 
  5. Vessel’s name, call sign and flag (Cl. 1 and 3)
KATERINA L - IMO 9538309 - 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 Charterers 38     may render her liable to condemnation, destruction, 103
  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 47     to loading thereof. 113
  otherwise provided in Box 32. Any damages/defects incurred 48        
  prior the delivery of the Vessel to Charterers, shall be for 49   7. Surveys on Delivery and Redelivery 114
  Owners’ account/cost/time. 50     (not applicable when Part III applies, as indicated in Box 37) 115
    51     The Owners and Charterers shall each appoint 116
4. Time for Delivery 52     surveyors for the purpose of determining and agreeing 117
  (not applicable when Part III applies, as indicated in Box 37) 53     in writing the condition of the Vessel at the time of 118
  The Vessel shall not be delivered before the date 54     delivery and redelivery hereunder. The Owners and 119
  indicated in Box 14 without the Charterers’ consent and the Owners       Charterers shall equally share the cost of the On-hire  
  shall exercise due diligence to deliver the Vessel not later than the       survey shall                                                                 
  date indicated in Box 15. Unless otherwise agreed in Box 18, the 55     bear all expenses of the On-hire Survey including loss 120
  Owners shall give the Charterers not less than thirty /twenty/ 56     of time, if any, and the Charterers shall bear all expenses 121
  fifteen/twelve/ten (30/20/15/12/10) running days’ preliminary and 57      
  not less than fourteen seven/five/three/two/one (14/7/5/3/2/1) 58     of the Off-hire Survey including loss of time, if any, at 122
  running days’ definite notice of the date on which the Vessel 59     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          
  Charterers closely advised of possible changes in the Vessel’s          
  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 167     planned dry-docking and major repairs of the Vessel, 236
  Owners’ and the Charters’ Representatives at the time of       as reasonably required. 237
  Delivery.  the then current market prices at the ports of 168     (d)  Flag and Name of Vessel - During the Charter 238
  delivery and redelivery, respectively.  The Charterers shall 169     Period, the Charterers shall have the liberty to paint the 239
  ensure that all spare parts listed in the inventory and used 170     Vessel in their own colours, install and display their 240
  during the Charter Period are replaced at their       funnel insignia and fly their own house flag. The 241
  expense prior to redelivery of the Vessel. 171        
          Charterers shall also have the liberty, with the Owners’ 242
10.  Maintenance and Operation 172     consent, which shall not be unreasonably withheld, to 243
  (a)(i)Maintenance and Repairs - During the Charter 173     change the flag and/or the name of the Vessel during 244
  Period the Vessel shall be in the full possession and at the 174     the Charter Period.  Painting and re-painting, instalment 245
  absolute disposal for all purposes of the Charterers and under 175     and re-instalment, registration and re-registration, if 246
  their complete control in every respect. The Charterers shall 176     required by the Owners, shall be at the Charterers’ 247
  maintain the Vessel, her machinery, boilers, appurtenances and 177     expense and time. 248
  spare parts in a good state of repair, in efficient operating 178     (e)  Changes to the Vessel - Subject to Clause 10(a)(ii), 249
  condition and in accordance with good  commercial 179     the Charterers shall make no structural changes in the 250
  maintenance practice and, except asprovided for in Clause 180     Vessel or changes in the machinery, boilers, appurten- 251
  14(l), if applicable, at their own expense they shall at all 181     ances or spare parts thereof without in each instance 252
  times keep the Vessel’s Class fully up to date with the 182     first securing the Owners’ approval thereof. If the Owners 253
  Classification Society indicated in Box 10 and maintain all other 183     so agree, the Charterers shall, if the Owners so require, 254
  necessary certificates in force at all times. 184     restore the Vessel to its former condition before the 255
  (ii)  New Class and Other Safety Requirements - In the event 185     termination of this Charter. 256
  of any improvement, structural changes or new equipment 186     (f)Use of the Vessel’s Outfit, Equipment and 257
  becoming necessary for the continued operation of the 187     Appliances - The Charterers shall have the use of all 258
  Vessel by reason of new class requirements or by compulsory 188     outfit, equipment, and appliances on board the Vessel 259
  legislation  costing (excluding the Charterers’ loss of time) 189     at the time of delivery, provided the same or their 260
  more than the percentage stated in Box 23, or if  Box 23 is left blank, 190     substantial equivalent shall be returned to the Owners 261
  5 per cent. of the Vessel’s insurance value as stated in Box 29, 191     on redelivery in the same good order and condition as 262
  then the extent, if any, to which the rate of hire shall be varied and the 192     when received, ordinary wear and tear excepted. The 263
  ratio in which the cost of compliance shall be shared between the 193        
  parties concerned in order to achieve a reasonable distribution 194        
  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      
  appears that the Vessel, her cargo, crew or other 697 27. Commission 764
  persons on board the Vessel, in the reasonable 698   The Owners to pay a commission at the rate indicated 765
  judgement of the Owners, may be, or are likely to be, 699   in Box 33 to the Brokers named in Box 33 on any hire 766
  exposed to War Risks. Should the Vessel be within any 700   paid under the Charter. If no rate is indicated in Box 33, 767
  such place as aforesaid, which only becomes danger- 701   the commission to be paid by the Owners shall cover 768
  ous, or is likely to be or to become dangerous, after her 702   the actual expenses of the Brokers and a reasonable 769
  entry into it, the Owners shall have the right to require 703   fee for their work. 770
  the Vessel to leave such area. 704   If the full hire is not paid owing to breach of the Charter 771
  (c)  The Vessel shall not load contraband cargo, or to 705   by either of the parties the party liable therefore shall 772
  pass through any blockade, whether such blockade be 706   indemnify the Brokers against their loss of commission. 773
  imposed on all vessels, or is imposed selectively in any 707   Should the parties agree to cancel the Charter, the 774
  way whatsoever against vessels of certain flags or 708   Owners shall indemnify the Brokers against any loss of 775
  ownership, or against certain cargoes or crews or 709   commission but in such case the commission shall not 776
  otherwise howsoever, or to proceed to an area where 710   exceed the brokerage on one year’s hire. 777
  she shall be subject, or is likely to be subject to a 711      
  belligerent’s right of search and/or confiscation. 712 28.  Termination 778
  (d)  If the insurers of the war risks insurance, when 713   (a)  Charterers’ Default 779
  Clause 14 is applicable, should require payment of 714   The Owners shall be entitled to withdraw the Vessel from 780
  premiums and/or calls because, pursuant to the 715   the service of the Charterers and terminate the Charter 781
  Charterers’orders, the Vessel is within, or is due to enter 716   with immediate effect by written notice to the Charterers if: 782
  and remain within, any area or areas which are specified 717   (i) the Charterers fail to pay hire in accordance with 783
  by such insurers as being subject to additional premiums 718   Clause 11. However, where there is a failure to 784
  because of War Risks, then such premiums and/or calls 719   make punctual payment of hire due to oversight, 785
  shall be reimbursed by the Charterers to the Owners at 720   negligence, errors or omissions on the part of the 786

 

 
 

  

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 grace within 804 30. Dispute Resolution 870
  which to rectify the failure without prejudice to the 805 *) (a)  This Contract shall be governed by and construed 871
  Owners’ right to withdraw and terminate under this 806   in accordance with English law and any dispute arising 872
  Clause if the Charterers fail to comply with such 807   out of or in connection with this Contract shall be referred 873
  notice; 808   to arbitration in London in accordance with the Arbitration 874
  (iii) the Charterers fail to rectify any failure to comply 809   Act 1996 or any statutory modification or re-enactment 875
  with the requirements of sub-clause 10(a)(i) 810   thereof save to the extent necessary to give effect to 876
  (Maintenance and Repairs) as soon as practically 811   the provisions of this Clause. 877
  possible after the Owners have requested them in 812   The arbitration shall be conducted in accordance with 878
  writing so to do and in any event so that the Vessel’s 813   the London Maritime Arbitrators Association (LMAA) 879
  insurance cover is not prejudiced. 814   Terms current at the time when the arbitration proceed- 880
  (b) Owners’ Default 815   ings are commenced. 881
  If the Owners shall by any act or omission be in breach 816   The reference shall be to three arbitrators. A party 882
  of their obligations under this Charter to the extent that 817   wishing to refer a dispute to arbitration shall appoint its 883
  the Charterers are deprived of the use of the Vessel 818   arbitrator and send notice of such appointment in writing 884
  and such breach continues for a period of fourteen (14) 819   to the other party requiring the other party to appoint its 885
  running days after written notice thereof has been given 820   own arbitrator within 14 calendar days of that notice and 886
  by the Charterers to the Owners, the Charterers shall 821   stating that it will appoint its arbitrator as sole arbitrator 887
  be entitled to terminate this Charter with immediate effect 822   unless the other party appoints its own arbitrator and 888
  by written notice to the Owners. 823   gives notice that it has done so within the 14 days 889
  (c)  Loss of Vessel 824   specified. If the other party does not appoint its own 890
  This Charter shall be deemed to be terminated if the 825   arbitrator and give notice that it has done so within the  891
  Vessel becomes a total loss or is declared as a 826   14 days specified, the party referring a dispute to 892
  constructive or compromised or arranged total loss.  For 827   arbitration may, without the requirement of any further 893
  the purpose of this sub-clause, the Vessel shall not be 828   prior notice to the other party, appoint its arbitrator as 894
  deemed to be lost unless she has either become an 829   sole arbitrator and shall advise the other party 895
  actual total loss or agreement has been reached with 830   accordingly. The award of a sole arbitrator shall be 896
  her underwriters in respect of her constructive, 831   binding on both parties as if he had been appointed by 897
  compromised or arranged total loss or if such agreement 832   agreement. 898
  with her underwriters is not reached it is adjudged by a 833   Nothing herein shall prevent the parties agreeing in 899
  competent tribunal that a constructive loss of the Vessel 834   writing to vary these provisions to provide for the 900
  has occurred. 835   appointment of a sole arbitrator. 901
  (d)  Either party shall be entitled to terminate this 836   In cases where neither the claim nor any counterclaim 902
  Charter with immediate effect by written notice to the 837   exceeds the sum of US$50,000 (or such other sum as 903
  other party in the event of an order being made or 838   the parties may agree) the arbitration shall be conducted 904
  resolution passed for the winding up, dissolution, 839   in accordance with the LMAA Small Claims Procedure 905
  liquidation or bankruptcy of the other party (otherwise 840   current at the time when the arbitration proceedings are 906
  than for the purpose of reconstruction or amalgamation) 841   commenced. 907
  or if a receiver is appointed, or if it suspends payment, 842 *) (b)  This Contract shall be governed by and construed 908
  ceases to carry on business or makes any special 843   in accordance with Title 9 of the United States Code 909
  arrangement or composition with its creditors. 844   and the Maritime Law of the United States and any 910
  (e)  The termination of this Charter shall be without 845   dispute  arising out of or in connection with this Contract 911
  prejudice to all rights accrued due between the parties 846   shall be referred to three persons at New York, one to 912
  prior to the date of termination and to any claim that 847   be appointed by each of the parties hereto, and the third 913
  either party might have. 848   by the two so chosen; their decision or that of any two 914
    849   of them shall be final, and for the purposes of enforcing 915
  29. Repossession     any award,  judgement may be entered on an award by 916
  In the event of the termination of this Charter in 850   any court of competent jurisdiction. The proceedings 917
  accordance with the applicable provisions of Clause 28, 851   shall be conducted in accordance with the rules of the 918
  the Owners shall have the right to repossess the Vessel 852   Society of Maritime Arbitrators, Inc. 919
    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 5   shall be for Sellers’ account. 27
  purchase purchased the Vessel with 6   In exchange for payment of purchase option price the last month’s hire 28
  everything belonging to her as per rider clause 3 7   instalment,  
  and the Vessel is fully paid for.     the Sellers shall furnish the Buyers with a 29
  In the following paragraphs the Owners are referred to 8   Bill of Sale duly attested and legalized, together with a 30
  as the Sellers and the Charterers as the Buyers 9   certificate  issued by the competent authorities stating that  
        the vessel is free from registered encumbrances  
  The Vessel shall be delivered by the Sellers and taken 10   setting out the registered encumbrances, if 31
  over by the Buyers on expiration of the Charter.  11   any. On delivery of the Vessel the Sellers shall provide 32
        for deletion of the Vessel from the Ship’s Register and 33
  The Sellers guarantee that the Vessel, at the time of 12   deliver a certificate of deletion to the Buyers. 34
  delivery, is free from all encumbrances and maritime 13   The Sellers shall, at the time of delivery, hand to the 35
  liens or any debts whatsoever other than those arising 14   Buyers all classification certificates (for hull, engines, 36
  from anything done or not done by the Buyers or any 15   anchors, chains, etc.), as well as all plans which may 37
  existing mortgage agreed not to be paid off by the time 16   be in Sellers’ possession. 38
  of delivery.        
  Should any claims, which have been incurred 17   The Wireless Installation and Nautical Instruments, 39
  prior to the time of delivery be made against the Vessel, 18   unless on hire, shall be included in the sale without any 40
  the Sellers hereby undertake to indemnify the Buyers 19   extra payment. 41
  against all consequences of such claims to the extent it 20      
  can be proved that the Sellers are responsible for such 21   The Vessel with everything belonging to her shall be at 42
        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 the Owners 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 sixty eight thousand nine hundred sixteen and fifteen cents ($ 2,068,916.15) 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 Charterers those 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 forty one thousand nine hundred fifteen and forty seven cents($ 41,915.47 ) payable in NewLead’s common shares which is the book value of the bunkers onboard on MT KATERINA L 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 25.997 Tns, MGO 17.508 Tns, ENGINE OIL 0.000 Ltrs, GENERATOR OIL 280.000 Ltrs, THERMOIL 3000.000 Ltrs, HYDRAULIC 410.000 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 Obligation 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 KATERINA L (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.