EX-10.13 6 file6.htm FORM OF SHIP MANAGEMENT AGREEMENT

 

 

Approved by

 

 

 

 

 

the Documentary Committee of The

 

Approved by

 

Printed by BIMCO’s idea

 

Japan Shipping Exchange Inc., Tokyo

 

the International Ship Managers’ Association (InterManager)

 

 

1.

Date of Agreement

 

 

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)


STANDARD SHIP MANAGEMENT AGREEMENT

CODE NAME: “SHIPMAN 98”

Part I

2.

Owners (name, place of registered office and law of registry) (Cl. 1)

 

3.

Managers (name, place of registered office and law of registry) (Cl. 1)

 

Name

 

 

Name
CMA Ship Management

 

Place of registered office

 

 

Place of registered office
4, quai d’Arenc, 13002 Marseille, France

 

Law of registry

 

 

Law of registry
France

4.

Day and year of commencement of Agreement (Cl. 2)
As per delivery under charterparty dated [   ] between [   ] and [   ]

 

 

5.

Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)
Yes

 

6.

Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)
Yes

7.

Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)
No

 

8.

Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)
No

9.

Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)
Yes

 

10.

Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)
No

11.

Provisions (state “yes” or “no” as agreed) (Cl. 3.7)
Yes

 

12.

Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)
No

13.

Chartering Services Period (only to be filled in if “yes” stated in Box 7) (Cl. 3.3(i))
N/A

 

14.

Owners’ Insurance (state alternative (i), (ii) or (iii) of Cl. 6.3)
(ii)

15.

Annual Management Fee (state annual amount) (Cl. 8.1)
USD114,000

 

16.

Severance Costs (state maximum amount) (Cl. 8.4(ii))
Nil

17.

Day and year of termination of Agreement (Cl. 17)
Three (3) years from delivery into charter as per Box 4

 

18.

Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)
Clause 19.1

19.

Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)

Global Ship Lease
4th Floor
Millbank Business Centre, Millbank Tower
London SW1P 4QP, United Kingdom
Tel +44 20 7802 5100

  

20.

Notices (state postal and cable address, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)

CMA Ship Management
4, quai d’Arenc
13002 Marseille,
Fax +33 4 88 91 84 97


It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget) and Annex “D” (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C” and Annex “D” shall prevail over those of PART II to the extent of such conflict but no further..

 

Signature(s) (Owners)

 

Signature(s) (Managers)

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 


ANNEX “D” (ASSOCIATED VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT - CODE NAME: “SHIPMAN 98”

 

 

NOTE: PARTIES SHOULD BE AWARE THAT BY COMPLETING THIS ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE 18.1(i) OF THIS AGREEMENT.

Date of Agreement:

Details of Associated Vessels:
Ville d’Orion
Ville d’Aquarius
CMA CGM Matisse
CMA CGM Utrillo
MOL Rainbow
Julie Delmas
Kumasi
Marie Delmas
CMA CGM La Tour
CMA CGM Manet
CMA CGM Alcazar
CMA CGM d’lf
Hull 4,126
CMA CGM Jamaica
CMA CGM Sambhar
CMA CGM America
CMA CGM Berlioz

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 


PART II

“SHIPMAN 98” Standard Ship Management Agreement

 

1.  Definitions

 

1

In this Agreement save where the context otherwise requires,

 

2

the following words and expressions shall have the meanings

 

3

 hereby assigned to them.

 

4

 

 

 

“Owners” means the party identified in Box 2.

 

5

“Managers” means the party identified in Box 3.

 

6

“Vessel” means the vessel [name, IMO, year built] or vessels details

 

7

of which are set

 

 

out in Annex “A ”attached hereto.

 

 

“Crew” means the Master, officers and ratings of the Vessel

 

8

numbers,

 

9

rank and nationality specified in Annex “B ”; attached hereto.

 

10

“Crew Support Costs” means all expenses of a general nature

 

11

which are not particularly referable to any individual vessel for

 

12

the time being managed by the Managers and which are incurred

 

13

by the Managers for the purpose of providing an efficient and

 

14

economic management service and, without prejudice to the

 

15

generality of the foregoing, shall include the cost of crew standby

 

16

pay, training schemes for officers and ratings, cadet training

 

17

schemes, sick pay, study pay, recruitment and interviews.

 

18

“Severance Costs” means the costs which the employers are

 

19

legally obliged to pay to or in respect of the Crew as a result of

 

20

the early termination of any employment contract for service on

 

21

the Vessel.

 

22

“Crew Insurances” means insurances against crew risks which

 

23

shall include but not be limited to death, sickness, repatriation,

 

24

injury, shipwreck unemployment indemnity and loss of personal

 

25

effects.

 

26

“Management Services” means the services specified in sub-

 

27

clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.

 

28

“ISM Code” means the International Management Code for the

 

29

Safe Operation of Ships and for Pollution Prevention as adopted

 

30

by the International Maritime Organization (IMO) by resolution

 

31

A.741 (18) or any subsequent amendment thereto.

 

32

“STCW 95” means the International Convention on Standards

 

33

of Training, Certification and Watchkeeping for Seafarers, 1978,

 

34

as amended in 1995 or any subsequent amendment thereto.

 

35

 

 

 

2. Appointment of Managers

 

36

With effect from the day and year stated in Box 4 and continuing

 

37

unless and until terminated as provided herein, the Owners

 

38

hereby appoint the Managers and the Managers hereby agree

 

39

to act as the Managers of the Vessel.

 

40

 

 

 

3. Basis of Agreement

 

41

Subject to the terms and conditions herein provided, during the

 

42

period of this Agreement, the Managers shall carry out

 

43

Management Services in respect of the Vessel as agents for

 

44

and on behalf of the Owners. The Managers shall have authority

 

45

to take such actions as they may from time to time in their absolute

 

46

discretion consider to be necessary to enable them to perform

 

47

this Agreement in accordance with sound ship management

 

48

practice. The Managers shall exercise their best efforts to

 

49

implement the terms and conditions of this Agreement.

 

 

3.1 Crew Management

 

50

(only applicable if agreed according to Box 5)

 

51

The Managers shall provide suitably qualified Crew for the Vessel

 

52

as required by the Owners in accordance with the STCW 95

 

53

requirements, provision of which includes but is not limited to

 

54

the following functions:

 

55

(i)   selecting and engaging the Vessel’s Crew, including payroll

 

56

  arrangements, pension administration, and insurances for

 

57

  the Crew other than those mentioned in Clause 6;

 

58

(ii)  ensuring that the applicable requirements of the law of the

 

59

  flag of the Vessel are satisfied in respect of manning levels,

 

60

  rank, qualification and certification of the Crew and

 

61

  employment regulations including Crew’s tax, social

 

62

  insurance, discipline and other requirements;

 

63

(iii) ensuring that all members of the Crew have passed a medical

 

64

   examination with a qualified doctor certifying that they are fit

 

65

   for the duties for which they are engaged and are in possession

 

66

   of valid medical certificates issued in accordance with

 

67

   appropriate flag State requirements. In the absence of

 

68

   applicable flag State requirements the medical certificate shall

 

69

   be dated not more than three months prior to the respective

 

70

  Crew members leaving their country of domicile and

 

71

  maintained for the duration of their service on board the Vessel;

 

72

(iv)  ensuring that the Crew shall have a command of the English

 

73

  language of a sufficient standard to enable them to perform

 

74

  their duties safely;

 

75

(v)  arranging transportation of the Crew, including repatriation;

 

76

(vi)  training of the Crew and supervising their efficiency;

 

77

(vii) conducting union negotiations;

 

78

(viii) operating the Managers’ drug and alcohol policy unless

 

79

otherwise agreed.

 

80

 

 

3.2 Technical Management

 

81

(only applicable if agreed according to Box 6)

 

82

The Managers shall provide technical management which

 

83

includes, but is not limited to, the following functions:

 

84

(i)    provision of competent personnel to supervise the

 

85

   maintenance and general efficiency of the Vessel;

 

86

(ii)   arrangement and supervision of dry dockings, repairs,

 

87

   alterations and the upkeep of the Vessel to the standards

 

88

   required by the Owners provided that the Managers shall

 

89

   be entitled to incur the necessary expenditure to ensure

 

90

   that the Vessel will comply with the law of the flag of the

 

91

   Vessel and of the places where she trades, and all

 

92

   requirements and recommendations of the classification

 

93

   society;

 

94

(iii)  arrangement of the supply of necessary stores, spares and

 

95

   lubricating oil;

 

96

(iv)  appointment of surveyors and technical consultants as the

 

97

   Managers may consider from time to time to be necessary;

 

98

(v)   development, implementation and maintenance of a Safety

 

99

   Management System (SMS) in accordance with the ISM

 

100

   Code (see sub-clauses 4.2 and 5.3).

 

101

 

 

 

3.3 Commercial Management

 

102

(only applicable if agreed according to Box 7)

 

103

The Managers shall provide the commercial operation of the

 

104

Vessel, as required by the Owners, which includes, but is not

 

105

limited to, the following functions:

 

106

(i)    providing chartering services in accordance with the Owners’

 

107

   instructions which include, but are not limited to, seeking

 

108

   and negotiating employment for the Vessel and the conclusion

 

109

   (including the execution thereof) of charter parties or other

 

110

   contracts relating to the employment of the Vessel. If such a

 

111

   contract exceeds the period stated in Box 13, consent thereto

 

112

   in writing shall first be obtained from the Owners.

 

113

(ii)   arranging of the proper payment to Owners or their nominees

 

114

   of all hire and/or freight revenues or other moneys of

 

115

   whatsoever nature to which Owners may be entitled arising

 

116

   out of the employment of or otherwise in connection with the

 

117

   Vessel.

 

118

(iii)   providing voyage estimates and accounts and calculating of

 

119

    hire, freights, demurrage and/or despatch moneys due from

 

120

    or due to the charterers of the Vessel;

 

121

(iv)    issuing of voyage instructions;

 

122

(v)     appointing agents;

 

123

(vi)    appointing stevedores;

 

124

(vii)   arranging surveys associated with the commercial operation

 

125

     of the Vessel.

 

126

 

 

 

3.4 Insurance Arrangements’

 

127

(only applicable if agreed according to Box 8)

 

128

The Managers shall arrange insurances in accordance with

 

129

Clause 6, on such terms and conditions as the Owners shall

 

130

 

 


This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the preprinted text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 


 

PART II

“SHIPMAN 98” Standard Ship Management Agreement

 

have instructed or agreed, in particular regarding conditions,

 

131

insured values, deductibles and franchises.

 

132

 

 

 

3.5 Accounting Services

 

133

(only applicable if agreed according to Box 9)

 

134

The Managers shall:

 

135

(i)   establish an accounting system which meets the

 

136

  requirements of the Owners and provide regular accounting

 

137

  services, supply regular reports and records,

 

138

(ii)  provide monthly financial reports, or other necessary

 

 

  reports, to enable the Owners to fulfill their public reporting

 

 

  requirements on a timely basis. All accounting and financial

 

 

  reports provided by the Managers shall comply with the

 

 

  requirements of Section 404 of the U.S. Sarbanes Oxley Act.

 

 

(iii) maintain the records of all costs and expenditure incurred

 

139

as well as data necessary or proper for the settlement of

 

140

accounts between the parties.

 

141

(iv) If the Owners determine in their sole discretion that they

 

 

will likely be unable to, or be unable to without an unreasonable

 

 

effort or expense, timely to file any of their public reports or

 

 

believe they are likely to receive a “material weakness”

 

 

qualification from their auditors with respect to their internal

 

 

controls, in either case due to the Managers’ failure or probable

 

 

failure to provide the necessary information within the required

 

 

time frame, then the Managers hereby agree to give authorized

 

 

employees of the Owners, their accountants or other designated

 

 

advisors access to such documents, books, records, data, other

 

 

information and staff of the Managers and their affiliates as is

 

 

reasonably required to permit the Owners to timely meet any

 

 

reporting obligations with which they are obligated, or choose, to

 

 

comply, or to remedy the deficiency with respect to their internal

 

 

controls as required by Section 404 of the U.S. Sarbanes Oxley

 

 

legislation. Managers further agree to cause their affiliates and any

 

 

employees of their Managers or their affiliates to cooperate with

 

 

the designated representatives and the designated representatives

 

 

shall be entitled to attend meetings and/or request information

 

 

(unless such meetings or information pertain to commercially

 

 

sensitive aspects of the Managers’ or an affiliate’s business) from

 

 

the employees in order to obtain any necessary information.

 

 

Managers shall bear all costs and expenses associated with the

 

 

designated representatives’ services.

 

 

 

 

 

With regard to any and all loss, damage, delay or expense of
whatsoever nature, whether direct or indirect and howsoever arising
in the course of providing the Management Services set forth in this
Clause 3.5, Managers will indemnify and save harmless the Owners,
their affiliates, and their respective current and former directors,
officers, employees, subcontractors and current and future affiliates
(the “Owner Indemnified Persons”) from and against any
and all losses, damages, delays or expenses incurred or suffered by
an Owner Indemnified Persons of whatsoever nature, whether direct
or indirect and howsoever arising, related to a breach by Managers of
their obligations set forth in this Clause 3.5; provided that the
Managers’ aggregate liability under this Clause 3.5 to Owner
Indemnified Persons shall never exceed a total of ten times
the annual management fee payable hereunder. Notwithstanding
Clauses 11.2, 11.3 or anything else herein to the contrary,
Managers acknowledge and agree that in the event of any
breach of this Clause 3.5, (i) the remedies provided herein are
non-exclusive and shall not preclude any other remedies available at
law or in equity (including, without limitation, specific performance
and injunctive relief against further violations), and (ii) limitations to
indemnification set forth in Clauses 11.2 and 11.3 shall not apply to
the provisions of this Clause 3.5.

 

 

 

 

 

3.6 Sale or Purchase of the Vessel

 

142

(only applicable if agreed according to Box 10)

 

143

The Managers shall, in accordance with the Owners’ instructions,

 

144

supervise the sale or purchase of the Vessel, including the

 

145

performance of any sale or purchase agreement, but not

 

146

negotiation of the same.

 

147

 

 

 

3.7 Provisions (only applicable if agreed according to Box 11)

 

148

The Managers shall arrange for the supply of provisions.

 

149

 

 

 

3.8 Bunkering (only applicable if agreed according to Box 12)

 

150

The Managers shall arrange for the provision of bunker fuel of the

 

151

quality specified by the Owners as required for the Vessel’s trade.

 

152

 

 

 

4. Managers’ Obligations

 

153

4.1 The Managers undertake to use their best endeavours to

 

154

provide the agreed Management Services as agents for and on

 

155

behalf of the Owners in accordance with sound ship management

 

156

practice and to protect and promote the interests of the Owners in

 

157

all matters relating to the provision of services hereunder.

 

158

Provided, however, that the Managers in the performance of their

 

159

management responsibilities under this Agreement shall be entitled

 

160

to have regard to their overall responsibility in relation to all vessels

 

161

as may from time to time be entrusted to their management and

 

162

in particular, but without prejudice to the generality of the foregoing,

 

163

the Managers shall be entitled to allocate available supplies,

 

164

manpower and services in such manner as in the prevailing

 

165

circumstances the Managers in their absolute discretion consider

 

166

to be fair and reasonable. The Managers shall not give

 

167

preferential treatment to any vessel owned by CMA CGM and its

 

 

subsidiaries to the detriment of the Vessel or its Owners.

 

 

4.2 Where the Managers are providing Technical Management

 

168

in accordance with sub-clause 3.2, they shall procure that the

 

169

requirements of the law of the flag of the Vessel are satisfied and

 

170

they shall in particular be deemed to be the “Company” as defined

 

171

by the ISM Code, assuming the responsibility for the operation of

 

172

the Vessel and taking over the duties and responsibilities imposed

 

173

by the ISM Code when applicable.

 

174

5. Owners’ Obligations

 

175

5.1 The Owners shall pay all sums due to the Managers punctually

 

176

in accordance with the terms of this Agreement.

 

177

5.2 Where the Managers are providing Technical Management

 

178

in accordance with sub-clause 3.2, the Owners shall:

 

179

(i)  procure that all officers and ratings supplied by them or on

 

180

 their behalf comply with the requirements of STCW 95;

 

181

(ii) instruct such officers and ratings to obey all reasonable orders

 

182

 of the Managers in connection with the operation of the

 

183

 Managers’ safety management system.

 

184

5.3 Where the Managers are not providing Technical Management

 

185

in accordance with sub-clause 3.2, the Owners shall procure that

 

186

the requirements of the law of the flag of the Vessel are satisfied

 

187

and that they, or such other entity as may be appointed by them

 

188

and identified to the Managers, shall be deemed to be the

 

189

“Company” as defined by the ISM Code assuming the responsibility

 

190

for the operation of the Vessel and taking over the duties and

 

191

responsibilities imposed by the ISM Code when applicable.

 

192

6. Insurance Policies

 

193

The Owners shall procure, whether by instructing the Managers

 

194

under sub-clause 3.4 or otherwise, that throughout the period of

 

195

this Agreement:

 

196

6.1 at the Owners’ expense, the Vessel is insured for not less

 

197

than her sound market value or entered for her full gross tonnage,

 

198

as the case may be for:

 

199

(i)   usual hull and machinery marine risks (including crew

 

200

  negligence) and excess liabilities;

 

201

(ii)  protection and indemnity risks (including pollution risks and

 

202

  Crew Insurances); and

 

203

(iii) war risks (including protection and indemnity and crew risks)

 

204

in accordance with the best practice of prudent owners of

 

205

vessels of a similar type to the Vessel, with first class insurance

 

206

companies, underwriters or associations (“the Owners’

 

207

Insurances”);

 

208

6.2 all premiums and calls on the Owners’ Insurances are paid

 

209

promptly by their due date,

 

210

6.3 the Owners’ Insurances name the Managers and, subject

 

211

to underwriters’ agreement, any third party designated by the

 

212

Managers as a joint assured, with full cover, with the Owners

 

213

obtaining cover in respect of each of the insurances specified in

 

214

sub-clause 6.1:

 

215

(i)   on terms whereby the Managers and any such third party

 

216

  are liable in respect of premiums or calls arising in connection

 

217

  with the Owners’ Insurances; or

 

218

(ii)  if reasonably obtainable, on terms such that neither the

 

219

  Managers nor any such third party shall be under any

 

220

  liability in respect of premiums or calls arising in connection

 

221

  with the Owners’ Insurances; or

 

222

(iii) on such other terms as may be agreed in writing.

 

223

Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left

 

224

blank then (i) applies.

 

225

6.4 written evidence is provided, to the reasonable satisfaction

 

226

of the Managers, of their compliance with their obligations under

 

227

Clause 6 within a reasonable time of the commencement of

 

228

the Agreement, and of each renewal date and, if specifically

 

229

requested, of each payment date of the Owners’ Insurances.

 

230

 

 

 

7. Income Collected and Expenses Paid on Behalf of Owners

 

231

 

This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 


PART II

“SHIPMAN 98” Standard Ship Management Agreement

 

7.1 All moneys collected by the Managers under the terms of

 

232

this Agreement (other than moneys payable by the Owners to

 

233

the Managers) and any interest thereon shall be held to the

 

234

credit of the Owners in a separate bank account.

 

235

7.2 All expenses incurred by the Managers under the terms

 

236

of this Agreement on behalf of the Owners (including expenses

 

237

as provided in Clause 8) may be debited against the Owners

 

238

in the account referred to under sub-clause 7.1 but shall in any

 

239

event remain payable by the Owners to the Managers on

 

240

demand.

 

241
     

8. Management Fee

 

242

8.1 The Owners shall pay to the Managers for their services

 

243

as Managers under this Agreement an annual management

 

244

fee as stated in Box 15 which shall be payable by equal

 

245

monthly instalments in advance, the first instalment being

 

246

payable on the commencement of this Agreement (see Clause

 

247

2 and Box 4) and subsequent instalments being payable every

 

248

month.

 

249

8.2 The management fee shall be subject to an annual review

 

250

on the anniversary date of the Agreement and the proposed

 

251

fee shall be presented in the annual budget referred to in sub-

 

252

clause 9.1.

 

253

8.3 The Managers shall, at no extra cost to the Owners, provide

 

254

their own office accommodation, office staff, facilities and

 

255

stationery. Without limiting the generality of Clause 7 the Owners

 

256

shall reimburse the Managers for postage and communication

 

257

expenses, travelling expenses, and other out of pocket

 

258

expenses properly incurred by the Managers in pursuance of

 

259

the Management Services.

 

260

8.4 In the event of the appointment of the Managers being

 

261

terminated by the Owners or the Managers in accordance with

 

262

the provisions of Clauses 17 and 18 other than by reason of

 

263

default by the Managers, or if the Vessel is lost, sold or otherwise

 

264

disposed of, the “management fee” payable to the Managers

 

265

according to the provisions of sub-clause 8.1, shall continue to

 

266

be payable for a further period of three calendar months as

 

267

from the termination date. In addition, provided that the

 

268

Managers provide Crew for the Vessel in accordance with sub-

 

269

clause 3.1:

 

270

(i) the Owners shall continue to pay Crew Support Costs during

 

271

the said further period of three calendar months and

 

272

(ii) the Owners shall pay an equitable proportion of any

 

273

Severance Costs which may materialize, not exceeding

 

274

the amount stated in Box 16.

 

275

8.5 If the Owners decide to lay-up the Vessel whilst this

 

276

Agreement remains in force and such lay-up lasts for more

 

277

than three months, an appropriate reduction of the management

 

278

fee for the period exceeding three months until one month

 

279

before the Vessel is again put into service shall be mutually

 

280

agreed between the parties.

 

281

8.6 Unless otherwise agreed in writing all discounts and

 

282

commissions obtained by the Managers in the course of the

 

283

management of the Vessel shall be credited to the Owners.

 

284
     

9. Budgets and Management of Funds

 

285

9.1 The Managers shall present to the Owners annually a

 

286

budget for the following twelve months in such form as the

 

287

Owners require. The budget for the first year hereof is set out

 

288

in Annex “C” hereto. Subsequent annual budgets shall be

 

289

prepared by the Managers and submitted to the Owners not

 

290

less than three months before the anniversary date of the

 

291

commencement of this Agreement (see Clause 2 and Box 4).

 

292

Certain expenses are subject to a cap as provided in the Global

 

 

Expense Agreement between the Managers and Global Ship

 

 

Lease, Inc.

 

 

9.2 The Owners shall indicate to the Managers their acceptance

 

293

and approval of the annual budget within one month of

 

294

presentation and in the absence of any such indication the

 

295

Managers shall be entitled to assume that the Owners have

 

296

accepted the proposed budget.

 

297

9.3 Following the agreement of the budget, the Managers shall

 

298

prepare and present to the Owners their estimate of the working

 

299

capital requirement of the Vessel and the Managers shall each

 

300

month up-date this estimate. Based thereon, the Managers shall

 

301

each month request the Owners in writing for the funds required

 

302

to run the Vessel for the ensuing month, including the payment

 

303

of any occasional or extraordinary item of expenditure, such as

 

304

emergency repair costs, additional insurance premiums, bunkers

 

305

or provisions. Such funds shall be received by the Managers

 

306

within ten running days after the receipt by the Owners of the

 

307

Managers’ written request and shall be held to the credit of the

 

308

Owners in a separate bank account.

 

309

9.4 The Managers shall produce a comparison between

 

310

budgeted and actual income and expenditure of the Vessel in

 

311

such form as required by the Owners monthly or at such other

 

312

intervals as mutually agreed.

 

313

9.5 Notwithstanding anything contained herein to the contrary,

 

314

the Managers shall in no circumstances be required to use or

 

315

commit their own funds to finance the provision of the

 

316

Management Services.

 

317
     

10. Managers’ Right to Sub-Contract

 

318

The Managers shall not have the right to sub-contract any of

 

319

their obligations hereunder, including those mentioned in sub-

 

320

clause 3.1, without the prior written consent of the Owners which

 

321

shall not be unreasonably withheld. In the event of such a sub-

 

322

contract the Managers shall remain fully liable for the due

 

323

performance of their obligations under this Agreement.

 

324
     

11. Responsibilities

 

325

11.1 Force Majeure - Neither the Owners nor the Managers

 

326

shall be under any liability for any failure to perform any of their

 

327

obligations hereunder by reason of any cause whatsoever of

 

328

any nature or kind beyond their reasonable control.

 

329

11.2 Liability to Owners - (i) Without prejudice to sub-clause

 

330

11.1, the Managers shall be under no liability whatsoever to the

 

331

Owners for any loss, damage, delay or expense of whatsoever

 

332

nature, whether direct or indirect, (including but not limited to

 

333

loss of profit arising out of or in connection with detention of or

 

334

delay to the Vessel) and howsoever arising in the course of

 

335

performance of the Management Services UNLESS same is

 

336

proved to have resulted solely from the negligence, gross

 

337

negligence or wilful default of the Managers or their employees,

 

338

or agents or sub-contractors employed by them in connection

 

339

with the Vessel, in which case (save where loss, damage, delay

 

340

or expense has resulted from the Managers’ personal act or

 

341

omission committed with the intent to cause same or recklessly

 

342

and with knowledge that such loss, damage, delay or expense

 

343

would probably result) the Managers’ liability for each incident

 

344

or series of incidents giving rise to a claim or claims shall never

 

345

exceed a total of ten times the annual management fee payable

 

346

hereunder.

 

347

(ii) Notwithstanding anything that may appear to the contrary in

 

348

this Agreement, the Managers shall not be liable for any of the

 

349

actions of the Crew, even if such actions are negligent, grossly

 

350

negligent or wilful, except only to the extent that they are shown

 

351

to have resulted from a failure by the Managers to discharge

 

352

their obligations under sub-clause 3.1, in which case their liability

 

353

shall be limited in accordance with the terms of this Clause 11.

 

354

11.3 Indemnity - Except to the extent and solely for the amount

 

355

therein set out that the Managers would be liable under sub-

 

356

clause 11.2, the Owners hereby undertake to keep the Managers

 

357

and their employees, agents and sub-contractors indemnified

 

358

and to hold them harmless against all actions, proceedings,

 

359

claims, demands or liabilities whatsoever or howsoever arising

 

360

which may be brought against them or incurred or suffered by

 

361

them arising out of or in connection with the performance of the

 

362


This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the preprinted text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 


 

PART II

“SHIPMAN 98” Standard Ship Management Agreement

 

Agreement, and against and in respect of all costs, losses,

 

363

damages and expenses (including legal costs and expenses on

 

364

a full indemnity basis) which the Managers may suffer or incur

 

365

(either directly or indirectly) in the course of the performance of

 

366

this Agreement.

 

367

11.4 “Himalaya” - It is hereby expressly agreed that no

 

368

employee or agent of the Managers (including every sub-

 

369

contractor from time to time employed by the Managers) shall in

 

370

any circumstances whatsoever be under any liability whatsoever

 

371

to the Owners for any loss, damage or delay of whatsoever kind

 

372

arising or resulting directly or indirectly from any act, neglect or

 

373

default on his part while acting in the course of or in connection

 

374

with his employment and, without prejudice to the generality of

 

375

the foregoing provisions in this Clause 11, every exemption,

 

376

limitation, condition and liberty herein contained and every right,

 

377

exemption from liability, defence and immunity of whatsoever

 

378

nature applicable to the Managers or to which the Managers are

 

379

entitled hereunder shall also be available and shall extend to

 

380

protect every such employee or agent of the Managers acting

 

381

as aforesaid and for the purpose of all the foregoing provisions

 

382

of this Clause 11 the Managers are or shall be deemed to be

 

383

acting as agent or trustee on behalf of and for the benefit of all

 

384

persons who are or might be their servants or agents from time

 

385

to time (including sub-contractors as aforesaid) and all such

 

386

persons shall to this extent be or be deemed to be parties to this

 

387

Agreement.

 

388

 

 

 

12. Documentation

 

389

Where the Managers are providing Technical Management in

 

390

accordance with sub-clause 3.2 and/or Crew Management in

 

391

accordance with sub-clause 3.1, they shall make available,

 

392

upon Owners’ request, all documentation and records related

 

393

to the Safety Management System (SMS) and/or the Crew

 

394

which the Owners need in order to demonstrate compliance

 

395

with the ISM Code and STCW 95 or to defend a claim against

 

396

a third party.

 

397

 

 

 

13. General Administration

 

398

13.1 The Managers shall handle and settle all claims arising

 

399

out of the Management Services hereunder and keep the Owners

 

400

informed regarding any incident of which the Managers become

 

401

aware which gives or may give rise to claims or disputes involving

 

402

third parties.

 

403

13.2 The Managers shall, as instructed by the Owners, bring

 

404

or defend actions, suits or proceedings in connection with matters

 

405

entrusted to the Managers according to this Agreement.

 

406

13.3 The Managers shall also have power to obtain legal or

 

407

technical or other outside expert advice in relation to the handling

 

408

and settlement of claims and disputes or all other matters

 

409

affecting the interests of the Owners in respect of the Vessel.

 

410

13.4 The Owners shall arrange for the provision of any

 

411

necessary guarantee bond or other security.

 

412

13.5 Any costs reasonably incurred by the Managers in

 

413

carrying out their obligations according to Clause 13 shall be

 

414

reimbursed by the Owners.

 

415

 

 

 

14. Auditing

 

416

The Managers shall at all times maintain and keep true and

 

417

correct accounts and shall make the same available for inspection

 

418

and auditing by the Owners at such times as may be mutually

 

419

agreed. On the termination, for whatever reasons, of this

 

420

Agreement, the Managers shall release to the Owners, if so

 

421

requested, the originals where possible, or otherwise certified

 

422

copies, of all such accounts and all documents specifically relating

 

423

to the Vessel and her operation.

 

424

 

 

 

15. Inspection of Vessel

 

425

The Owners shall have the right at any time after giving

 

426

reasonable notice to the Managers to inspect the Vessel for any

 

427

 

 

 

reason they consider necessary.

 

428

 

 

 

16. Compliance with Laws and Regulations

 

429

The Managers will not do or permit to be done anything which

 

430

might cause any breach or infringement of the laws and

 

431

regulations of the Vessel’s flag, or of the places where she trades.

 

432

 

 

 

17. Duration of the Agreement

 

433

This Agreement shall come into effect on the day and year stated

 

434

in Box 4 and shall continue until the date stated in Box 17.

 

435

Thereafter it shall continue until terminated by either party giving

 

436

to the other notice in writing, in which event the Agreement shall

 

437

terminate upon the expiration of a period of two months from the

 

438

date upon which such notice was given.

 

439

 

 

 

18. Termination

 

440

18.1 Owners’ default

 

441

(i) The Managers shall be entitled to terminate the Agreement

 

442

with immediate effect by notice in writing if any moneys

 

443

payable by the Owners under this Agreement and/or the

 

444

owners of any associated vessel, details of which are listed

 

445

in Annex “D”, shall not have been received in the Managers’

 

446

nominated account within ten thirty running days of receipt by

 

447

the Owners of the Managers written request or if the Vessel

 

448

is repossessed by the Mortgagees.

 

449

(ii) If the Owners:

 

450

(a) fail to meet their obligations under sub-clauses 5.2

 

451

and 5.3 of this Agreement for any reason within their

 

452

control, or

 

453

(b) proceed with the employment of or continue to employ

 

454

the Vessel in the carriage of contraband, blockade

 

455

running, or in an unlawful trade, or on a voyage which

 

456

in the reasonable opinion of the Managers is unduly

 

457

hazardous or improper,

 

458

the Managers may give notice of the default to the Owners,

 

459

requiring them to remedy it as soon as practically possible.

 

460

In the event that the Owners fail to remedy it within a

 

461

reasonable time to the satisfaction of the Managers, the

 

462

Managers shall be entitled to terminate the Agreement

 

463

with immediate effect by notice in writing.

 

464

18.2 Managers’ Default

 

465

If the Managers fail to meet their obligations under Clauses 3

 

466

and 4 of this Agreement for any reason within the control of the

 

467

Managers, the Owners may give notice to the Managers of the

 

468

default, requiring them to remedy it as soon as practically

 

469

possible. In the event that the Managers fail to remedy it within a

 

470

reasonable time to the satisfaction of the Owners, the Owners

 

471

shall be entitled to terminate the Agreement with immediate effect

 

472

by notice in writing. This Agreement may be cancelled by Owners

 

473

if the Managers fail to meet their obligation under this

 

 

Agreement for any reason within their control and fails to

 

 

remedy the default. In addition, Owners have after a period of

 

 

one year the option of terminating this Agreement upon three

 

 

months notice if they can secure more competitive pricing and

 

 

other commercial terms from a recognized third party, such

 

 

party to be approved by charterers of the vessel, and such
approval shall not be unduly withheld, subject to Managers’

 

 

right to match the third party’s terms within one month of

 

 

receipt of such notice of termination. Owners’ notice of
termination shall set forth in detail and reasonably documented

 

 

the more competitive pricing and other commercial terms

 

 

offered to Owners by such third party. If Managers agree to

 

 

match all such terms, then Managers shall send written notice

 

 

of acceptance to Owners and this Agreement shall not terminate

 

 

and shall be deemed amended to incorporate such revised

 

 

terms.

 

 

18.3 Extraordinary Termination

 

474

This Agreement shall be deemed to be terminated in the case of

 

475

the sale of the Vessel or if the Vessel becomes a total loss or is

 

476

declared as a constructive or compromised or arranged total

 

477

loss or is requisitioned.

 

478

18.4 For the purpose of sub-clause 18.3 hereof

 

479


This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 

 


 

PART II

“SHIPMAN 98” Standard Ship Management Agreement

 

(i)   the date upon which the Vessel is to be treated as having

480

been sold or otherwise disposed of shall be the date on

481

which the Owners cease to be registered as Owners of

482

the Vessel;

483

(ii)  the Vessel shall not be deemed to be lost unless either

484

she has become an actual total loss or agreement has

485

been reached with her underwriters in respect of her

486

constructive, compromised or arranged total loss or if such

487

agreement with her underwriters is not reached it is

488

adjudged by a competent tribunal that a constructive loss

489

of the Vessel has occurred.

490

18.5 This Agreement shall terminate forthwith in the event of

491

an order being made or resolution passed for the winding up,

492

dissolution, liquidation or bankruptcy of either party (otherwise

493

than for the purpose of reconstruction or amalgamation) or if a

494

receiver is appointed, or if it suspends payment, ceases to carry

495

on business or makes any special arrangement or composition

496

with its creditors. The Managers have the option to terminate the

497

agreement if there is a change in control of the Owners. Notwithstanding anything herein to the contrary, the Owners may sell or transfer the Vessel to another wholly owned subsidiary of Global Ship Lease, Inc. and such sale or transfer shall not constitute a violation of this Agreement or a change in control of the Owners.

18.6 The termination of this Agreement shall be without

498

prejudice to all rights accrued due between the parties prior to

499

the date of termination.

500
   

19. Law and Arbitration

501

19.1 This Agreement shall be governed by and construed in

502

accordance with English law and any dispute arising out of or

503

in connection with this Agreement shall be referred to arbitration

504

in London in accordance with the Arbitration Act 1996 or

505

any statutory modification or re-enactment thereof save to

506

the extent necessary to give effect to the provisions of this

507

Clause.

508

The arbitration shall be conducted in accordance with the

509

London Maritime Arbitrators Association (LMAA) Terms

510

current at the time when the arbitration proceedings are

511

commenced.

512

The reference shall be to three arbitrators. A party wishing

513

to refer a dispute to arbitration shall appoint its arbitrator

514

and send notice of such appointment in writing to the other

515

party requiring the other party to appoint its own arbitrator

516

within 14 calendar days of that notice and stating that it will

517

appoint its arbitrator as sole arbitrator unless the other party

518

appoints its own arbitrator and gives notice that it has done

519

so within the 14 days specified. If the other party does not

520

appoint its own arbitrator and give notice that it has done so

521

within the 14 days specified, the party referring a dispute to

522

arbitration may, without the requirement of any further prior

523

notice to the other party, appoint its arbitrator as sole

524

arbitrator and shall advise the other party accordingly. The

525

award of a sole arbitrator shall be binding on both parties

526

as if he had been appointed by agreement.

527

Nothing herein shall prevent the parties agreeing in writing

528

to vary these provisions to provide for the appointment of a

529

sole arbitrator.

530

In cases where neither the claim nor any counterclaim

531

exceeds the sum of USD50,000 (or such other sum as the

532

parties may agree) the arbitration shall be conducted in

533

accordance with the LMAA Small Claims Procedure current

534

at the time when the arbitration proceedings are commenced.

535

19.2 This Agreement shall be governed by and construed

536

in accordance with Title 9 of the United States Code and

537

the Maritime Law of the United States and any dispute

538

arising out of or in connection with this Agreement shall be

539

referred to three persons at New York, one to be appointed

540

by each of the parties hereto, and the third by the two so

541

chosen; their decision or that of any two of them shall be

542

final, and for the purposes of enforcing any award,

543

judgement may be entered on an award by any court of

544

competent jurisdiction. The proceedings shall be conducted

545

in accordance with the rules of the Society of Maritime

546

Arbitrators, Inc.

547

In cases where neither the claim nor any counterclaim

548

exceeds the sum of USD50,000 (or such other sum as the

549

parties may agree) the arbitration shall be conducted in

550

accordance with the Shortened Arbitration Procedure of the

551

Society of Maritime Arbitrators, Inc. current at the time when

552

the arbitration proceedings are commenced.

553

19.3 This Agreement shall be governed by and construed

554

in accordance with the laws of the place mutually agreed by

555

the parties and any dispute arising out of or in connection

556

with this Agreement shall be referred to arbitration at a

557

mutually agreed place, subject to the procedures applicable

558

there.

559

19.4 If Box 18 in Part I is not appropriately filled in, sub-

560

clause 19.1 of this Clause shall apply.

561

Note: 19.1, 19.2 and 19.3 are alternatives; indicate

562

alternative agreed in Box 18.

563
   

20. Notices

564

20.1 Any notice to be given by either party to the other

565

party shall be in writing and may be sent by fax, telex,

566

registered or recorded mail or by personal service.

567

20.2 The address of the Parties for service of such

568

communication shall be as stated in Boxes 19 and 20,

569

respectively.

570



This document is a computer generated SHIPMAN 98 form printed by authority of BIMCO. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original BIMCO approved document shall apply. BIMCO assumes no responsibility for any loss, damage or expense as a result of discrepancies between the original BIMCO approved document and this computer generated document.

 


SCHEDULE TO EXHIBIT 10.13

In accordance with Instruction 2 to Item 601 of Regulation S-K under the Securities Act of 1933, the following is a schedule of documents substantially identical in all material respects to the form of ship management agreement attached as Exhibit 10.13 to this Registration Statement, except as to the parties thereto, the vessel names or other material details.

 

Manager

 

Owner Name

 

Vessel Name

CMA Ship Management

 

Global Ship Lease 1 Limited

 

Ville d’Orion

CMA Ship Management

 

Global Ship Lease 2 Limited

 

Ville d’Aquarius

CMA Ship Management

 

Global Ship Lease 3 Limited

 

CMA CGM Matisse

CMA Ship Management

 

Global Ship Lease 4 Limited

 

CMA CGM Utrillo

CMA Ship Management

 

Global Ship Lease 5 Limited

 

MOL Rainbow

CMA Ship Management

 

Global Ship Lease 6 Limited

 

Julie Delmas

CMA Ship Management

 

Global Ship Lease 7 Limited

 

Kumasi

CMA Ship Management

 

Global Ship Lease 8 Limited

 

Marie Delmas

CMA Ship Management

 

Global Ship Lease 9 Limited

 

CMA CGM La Tour

CMA Ship Management

 

Global Ship Lease 10 Limited

 

CMA CGM Manet

CMA Ship Management

 

GSL Alcazar Inc.

 

CMA CGM Alcazar (Newbuilding 1)

CMA Ship Management

 

GSL Château d’If Inc.

 

CMA CGM Château d’lf (Newbuilding 2)

CMA Ship Management

 

Global Ship Lease 13 Limited

 

Hull 4.126 (Newbuilding 3)

CMA Ship Management

 

Global Ship Lease 14 Limited

 

CMA CGM Jamaica

CMA Ship Management

 

Global Ship Lease 15 Limited

 

CMA CGM Sambhar

CMA Ship Management

 

Global Ship Lease 16 Limited

 

CMA CGM America

CMA Ship Management

 

Global Ship Lease 17 Limited

 

CMA CGM Berlioz