Okeanis Eco Tankers 20F 2023 Annual report | ECO Filing

Exhibit 4.10


1	Shipbroker N/A	2	Place and date 21 March 2022
3	Owners/Place of business (Cl. 1) SEA 290 LEASING CO. LIMITED, a company incorporated under the laws of Hong Kong with limited liability whose registered office is at27/F, Three Exchange Square, 8 Connaught Place, Hong Kong	4	Bareboat Charterers/Place of business (Cl. 1) THETA NAVIGATION LTD, a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with Entity Number 109610 and with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
5	Vessel’s name, call sign and flag (Cl. 1 and 3) Vessel name: Hull No. 3212 Call Sign: 9920760 Flag: Marshall Islands or otherwise agreed between Parties
6	Type of Vessel VLCC	7	GT/NT 154,500/106,657
8	When/Where built 2022 Hyundai Heavy Industries, South Korea	9	Total DWT (abt.) in metric tons on summer freeboard 300,000
10	Classification Society (Cl. 3) DNV	11	Date of last special survey by the Vessel’s classification society N/A
12	Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) N/A
13	Port or Place of delivery (Cl. 3) Back to back with MOA delivery	14	Time for delivery (Cl. 4) See Clause 34, back to back with MOA delivery	15	Cancelling date (Cl. 5) See definition of “Cancelling Date” and Clause 33
16	Port or Place of redelivery (Cl. 15) See Clauses 41 and 42	17	. No. of months’ validity of trading and class certificates upon redelivery (Cl. 15) Six (6) months
18	Running days’ notice if other than stated in Cl. 4	19	Frequency of dry-docking (Cl. 10(g)) In accordance with Approved Classification Society or requirements of Flag State
20	Trading limits (Cl. 6) Worldwide within International Navigating Limits and excluding any war listed area declared by the Joint War Committee
21	Charter period (Cl. 2) See Clause 32	22	Charter hire (Cl. 11) See Clause 36
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 See Clause 37	25	Currency and method of payment (Cl. 11) Dollars/Bank transfer
26	Place of payment; also state beneficiary and bank account (Cl. 11) See Clause 36	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) N/A	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) See Clause 39
30	Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 39	31	Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 39
32	Latent defects (only to be filled in if period other than stated in Cl. 3) N/A	33	Brokerage commission and to whom payable (Cl. 27) N/A

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will contribute an infringement of BIMCO's copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

34	Grace period (state number of clear banking days) (Cl. 28) N/A	35	Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) (c) Clause 30 not applicable. See Clause 65
36	War cancellation (indicate countries agreed) (Cl. 26(f)) N/A
37	Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies) (optional) Yes, Part III does not apply	39	Name and place of Builders (only to be filled in if PART III applies) N/A
39	Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40	Date of Building Contract (only to be filled in if PART III applies) N/A
41	Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a)N/A b)N/A c)N/A
42	Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional) No, Part IV does not apply	43	Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional) No
44	Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) N/A	45	Country of the Underlying Registry (only to be filled in if PART V applies) N/A
46	Number of additional clauses covering special provisions, if agreed Clause 32 to Clause 66

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 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. It is further agreed that the Additional Clauses as indicated in Box 46 above, appended to and integrated in this Charter supplement Part I and II of this Charter. In the event of a conflict, the Additional Clauses shall prevail.

Signature (Owners)	Wong Wai Sum	Signature (Charterers)	Thaleia Kalafati

/s/ Wong Wai Sum	Attorney in-Fact	/s/ Thaleia Kalafati	Attorney in-Fact

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

11. Definitions

2In this Charter, the following terms shall have the

3meanings hereby assigned to them:

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

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

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

7with particulars as stated in Boxes 6 to 12.

8	“Financial Instrument” has the meaning ascribed to it means the mortgage, deed of

9	in Clause 66.1.covenant or other such financial security instrument as

10annexed to this Charter and stated in Box 28.

112 Charter Period

12In consideration of the hire detailed in Box 22,

13the Owners have agreed to let and the Charterers have

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

15(“The Charter Period”). See also Clause 32.

163. Delivery

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

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

19exercise due diligence to make the Vessel seaworthy

20And in every respect ready in hull, machinery and

21equipment for service under this Charter.

22The Vessel shall be delivered by the Owners and taken

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

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

25direct.

26(b) The Vessel shall be properly documented on

27delivery in accordance with the laws of the flag State

28indicated in Box 5 and the requirements of the

29classification society stated in Box 10. The Vessel upon

30delivery shall have her survey cycles up to date and

31trading and class certificates valid for at least the number

32of months agreed in Box 12.

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

34taking over of the Vessel by the Charterers shall

35constitute a full performance by the Owners of all the

36Owners’ obligations under this Clause 3, and thereafter

37the Charterers shall not be entitled to make or assert

38any claim against the Owners on account of any

39conditions, representations or warranties expressed or

40implied with respect to the Vessel. but the Owners shall

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

42renewals occasioned by latent defects in the Vessel,

43her machinery or appurtenances, existing at the time of

44delivery under this Charter, provided such defects have

45manifested themselves within twelve (12) months after

46delivery unless otherwise provided in Box 32.

474. Time for Delivery (See Clause 34)

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

49The Vessel shall not be delivered before the date

50indicated in Box 14 without the Charterers’ consent and

51the Owners shall exercise due diligence to deliver the

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

53Unless otherwise agreed in Box 18, the Owners shall

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

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

56definite notice of the date on which the Vessel is

57expected to be ready for delivery.

58	The Owners shall keep the Charterers closely advised

59of possible changes in the Vessel’s position.

605. Cancelling (See Clause 33)

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

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

63cancelling date indicated in Box 15, the Charterers shall

64have the option of cancelling this Charter by giving the

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

66running hours after the cancelling date stated in Box

6715, failing which this Charter shall remain in full force

68and effect.

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

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

71are in a position to state with reasonable certainty the

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

73thereof to the Charterers asking whether they will

74exercise their option of cancelling, and the option must

75then be declared within one hundred and sixty-eight

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

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

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

79Charterers do not then exercise their option of cancelling,

80the seventh day after the readiness date stated in the

81Owners’ notice shall be substituted for the cancelling

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

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

84prejudice to any claim the Charterers may otherwise

85have on the Owners under this Charter.

866. Trading Restrictions (See also Clauses 39.9(d) and 53.1(c))

87The Vessel shall be employed in lawful trades for the

88carriage of suitable lawful merchandise within the trading

89limits indicated in Box 20.

90The Charterers undertake not to employ the Vessel or

91suffer the Vessel to be employed otherwise than in

92conformity with the terms of the contracts of insurance

93(including any warranties expressed or implied therein)

94without first obtaining the consent of the insurers to such

95employment and complying with such requirements as

96to extra premium or otherwise as the insurers may

97prescribe.

98The Charterers also undertake not to employ the Vessel

99or suffer her employment in any trade or business which

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

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

102prohibited goods or in any manner whatsoever which

103may render her liable to condemnation, destruction,

104seizure or confiscation.

105Notwithstanding any other provisions contained in this

106Charter it is agreed that nuclear fuels or radioactive

107products or waste are specifically excluded from the

108cargo permitted to be loaded or carried under this

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

110used or intended to be used for any industrial,

111commercial, agricultural, medical or scientific purposes

112provided the Owners’ prior approval has been obtained

113to loading thereof.

114	7. Surveys on Delivery and Redelivery (See Clauses 41.8 and 41.9)

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

116The Owners and Charterers shall each appoint

117surveyors for the purpose of determining and agreeing

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

119delivery and redelivery hereunder (if applicable). The Owners shall

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

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

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

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

1248. Inspection (See Clause 54)

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

126reasonable notice to the Charterers to inspect or survey

127the Vessel or instruct a duly authorised surveyor to carry

128out such survey on their behalf:-

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

130themselves that the Vessel is being properly repaired

131and maintained. The costs and fees for such inspection

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

133is found to require repairs or maintenance in order to

134achieve the condition so provided;

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

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

137for such inspection or survey shall be paid by the

138Charterers; and

139(c) for any other commercial reason they consider

140necessary (provided it does not unduly interfere with

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

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

143Owners.

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

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

146Charter Period.

147The Charterers shall also permit the Owners to inspect

148the Vessel’s log books whenever requested and shall

149whenever required by the Owners furnish them with full

150information regarding any casualties or other accidents

151or damage to the Vessel.

1529. Inventories, Oil and Stores

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

154outfit including spare parts, appliances and of all

155consumable stores on board the Vessel shall be made

156by the Charterers in conjunction with the Owners on

157delivery and again on redelivery of the Vessel. The

158Charterers and the Owners, respectively, shall at the

159time of delivery and redelivery take over and pay for all

160bunkers, lubricating oil, unbroached provisions, paints,

161ropes and other consumable stores (excluding spare

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

163at the ports of delivery and redelivery, respectively. The

164Charterers shall ensure that all spare parts listed in the

165inventory and used during the Charter Period are

166replaced at their expense prior to redelivery of the

167Vessel.

16810. Maintenance and Operation

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

170Period the Vessel shall be in the full possession

171and at the absolute disposal for all purposes of the

172Charterers and under their complete control in

173every respect. The Charterers shall maintain the

174Vessel, her machinery, boilers, appurtenances and

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

176operating condition and in accordance with good

177commercial maintenance practice and, except as

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

179own expense they shall at all times keep the

180	Vessel’s Classification Class fully up to date with the Classification

181Society indicated in Box 10 and maintain all other

182necessary certificates in force at all times.

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

184event of any improvement, structural changes or

185new equipment becoming necessary for the

186continued operation of the Vessel by reason of new

187	class requirements or by compulsory legislation, the costs of compliance shall be for the Charterers’ account.

188costing (excluding the Charterers’ loss of time)

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

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

191insurance value as stated in Box 29, then the

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

193and the ratio in which the cost of compliance shall

194be shared between the parties concerned in order

195to achieve a reasonable distribution thereof as

196between the Owners and the Charterers having

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

198remaining under this Charter shall, in the absence

199of agreement, be referred to the dispute

200resolution 200 method agreed in Clause 30.

201(iii) Financial Security - The Charterers shall maintain

202financial security or responsibility in respect of third

203party liabilities as required by any government,

204including federal, state or municipal or other division

205or authority thereof, to enable the Vessel, without

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

207leave any port, place, territorial or contiguous

208waters of any country, state or municipality in

209performance of this Charter without any delay. This

210obligation shall apply whether or not such

211requirements have been lawfully imposed by such

212government or division or authority thereof.

213The Charterers shall make and maintain all arrange-

214ments by bond or otherwise as may be necessary to

215satisfy such requirements at the Charterers’ sole

216expense and the Charterers shall indemnify the Owners

217against all consequences whatsoever (including loss of

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

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

220their own expense and by their own procurement man,

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

222required, repair the Vessel during the Charter Period

223and they shall pay all charges and expenses of every

224kind and nature whatsoever incidental to their use and

225operation of the Vessel under this Charter, including

226annual flag State fees of the Flag State and any foreign general

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

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

229for all purposes whatsoever, even if for any reason

230appointed by the Owners.

231Charterers shall comply with the regulations regarding

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

233flag or any other applicable law.

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

235mortgagee(s) advised of the intended employment,

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

237as reasonably required.

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

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

240Vessel in their own colours, install and display their

241funnel insignia and fly their own house flag. The

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

243consent, which shall not be unreasonably withheld or delayed, to

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

245	the Charter Period (with all fees, costs and expenses arising in relation thereto for the Charterers’ account). Painting and re-painting, instalment

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

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

248expense and time.

249	(e) Changes to the Vessel – See Clause 53.1(k). Subject to Clause 10(a)(ii),

250the Charterers shall make no structural changes in the

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

252ances or spare parts thereof without in each instance

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

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

255restore the Vessel to its former condition before the

256termination of this Charter.

257(f) Use of the Vessel’s Outfit, Equipment and

258Appliances - The Charterers shall have the use of all

259outfit, equipment, and appliances on board the Vessel

260at the time of delivery, provided the same or their

261substantial equivalent shall be returned to the Owners

262on redelivery in the same good order and condition as

263when received, ordinary wear and tear excepted. The

264Charterers shall from time to time during the Charter

265	Period replace, renew or substitute such items of equipment as shall be so

266damaged or worn as to be unfit for use. The Charterers

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

268damaged, worn or lost parts or equipment be effected

269in such manner (both as regards workmanship and

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

271

Vessel provided that the Vessel’s value not to be diminished if the repairs or replacement are effected in accordance with the Classification Society and/or the respective makers’ recommendations. Title of any equipment so replaced, renewed or substituted shall vest in and remain with the Owners. The Charterers have the right to fit additional

272equipment at their expense and risk but the Charterers

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

274	requested by the Owners. See also Clause 53.1(k). Any equipment including radio

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

276be kept and maintained by the Charterers and the

277Charterers shall assume the obligations and liabilities

278of the Owners under any lease contracts in connection

279therewith and shall reimburse the Owners for all

280expenses incurred in connection therewith, also for any

281new equipment required in order to comply with radio

282regulations.

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

284dock the Vessel and clean and paint her underwater

285parts whenever the same may be necessary, but not

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

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

288months after delivery or such other period as may be

289required by the Classification Society or flag State.

29011. Hire (See Clause 36)

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

292punctually in accordance with the terms of this Charter

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

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

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

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

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

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

299the Charterers. Hire shall be paid continuously

300throughout the Charter Period.

301(c) Payment of hire shall be made in cash without

302discount in the currency and in the manner indicated in

303Box 25 and at the place mentioned in Box 26.

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

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

306according to the number of days and hours remaining

307before redelivery and advance payment to be effected

308accordingly.

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

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

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

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

313was last reported or when the Vessel is posted as

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

315in advance to be adjusted accordingly.

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

317Owners to interest at the rate per annum as agreed

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

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

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

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

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

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

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

325of the Owners’ invoice specifying the amount payable

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

327hire payment date.

32812. Mortgage (See Clause 62)

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

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

331any mortgage(s) of the Vessel and that they shall not

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

333Charterers, which shall not be unreasonably withheld.

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

335by a mortgage according to the Financial Instrument.

336The Charterers undertake to comply, and provide such

337information and documents to enable the Owners to

338comply, with all such instructions or directions in regard

339to the employment, insurances, operation, repairs and

340maintenance of the Vessel as laid down in the Financial

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

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

343conformity with the Financial Instrument. The Charterers

344confirm that, for this purpose, they have acquainted

345themselves with all relevant terms, conditions and

346provisions of the Financial Instrument and agree to

347acknowledge this in writing in any form that may be

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

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

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

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

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

353of the Charterers, which shall not be unreasonably

354withheld.

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

356indicate alternative agreed in Box 28).

35713. Insurance and Repairs (See also Clause 39)

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

359	insured in accordance with Clause 39 andby the Charterers at their expense against hull

360and machinery, war and Protection and Indemnity risks

361(and any risks against which it is compulsory to insure

362for the operation of the Vessel, including but not limited

to maintaining

363financial security in accordance with sub-clause

36410(a)(iii)) in such form as the Owners shall in writing

365approve, which approval shall not be un-reasonably

366withheld. Such insurances shall be arranged by the

367Charterers to protect the interests of both the Owners

368and the Charterers and the Owners’ Financiers

mortgagee(s) (if any), and

369The Charterers shall be at liberty to protect under such

370insurances the interests of any managers they may

371	appoint provided such manager has entered into a manager’s undertaking in form and substance acceptable to the Owners and the Owners’ Financiers (if any). Insurance policies shall cover the Owners, the mortgagee(s) (if any), and

372the Charterers according to their respective interests.

373	Subject to the provisions of the agreed loss payable clauses, Financial Instrument, if

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

375the Charterers shall effect all insured repairs and shall

376undertake settlement and reimbursement from the

377insurers of all costs in connection with such repairs as

378well as insured charges, expenses and liabilities to the

379extent of coverage under the insurances herein provided

380for.

381The Charterers also to remain responsible for and to

382effect repairs and settlement of costs and expenses

383incurred thereby in respect of all other repairs not

384covered by the insurances and/or not exceeding any

385possible franchise(s) or deductibles provided for in the

386insurances.

387All time used for repairs under the provisions of sub-

388clause 13(a) and for repairs of latent defects according

389to Clause 3(c) above, including any deviation, shall be

390for the Charterers’ account.

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

392additional insurance to be placed by the parties, such

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

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

395the Charterers as the case may be shall immediately

396furnish the other partyOwners with particulars of any additional

397insurance effected, including copies of any cover notes

398or policies and the written consent of the insurers of

399any such required insurance in any case where the

400consent of such insurers is necessary.

401(c) The Charterers shall upon the request of the

402Owners, provide information and promptly execute such

403documents as may be required to enable the Owners to

404comply with the insurance provisions of the Financial

405Instrument (if any).

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

407	ments and Clause 43, if any, should the Vessel become a Total Loss, an actual,

408constructive, compromised or agreed total loss under

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

410insurance payments for such loss shall be paid to the

411	Owners (or, if applicable, the Owners’ Financiers) in accordance with the agreed loss payable clauses. who shall distribute the moneys between the

412	Owners and the Charterers according to their respective

413	interests. The Charterers undertake to notify the Owners and the Owners’ Financiers,

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

415consequence of which the Vessel is likely to become a

416tTotal lLoss. as defined in this Clause.

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

418Charterers, promptly execute such documents as may

419be required to enable the Charterers to abandon the

420Vessel to insurers and claim a constructive total loss.

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

422and machinery and war risks under the provisions of

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

424indicated in Clause 39.Box 29.

42514. Insurance, Repairs and Classification

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

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

428deleted).

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

430insured by the Owners at their expense against hull and

431machinery and war risks under the form of policy or

432policies attached hereto. The Owners and/or insurers

433shall not have any right of recovery or subrogation

434against the Charterers on account of loss of or any

435damage to the Vessel or her machinery or appurt-

436enances covered by such insurance, or on account of

437payments made to discharge claims against or liabilities

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

439Insurance policies shall cover the Owners and the

440Charterers according to their respective interests.

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

442insured by the Charterers at their expense against

443Protection and Indemnity risks (and any risks against

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

445Vessel, including maintaining financial security in

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

447the Owners shall in writing approve which approval shall

448not be unreasonably withheld.

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

450Charterers shall vitiate any of the insurance herein

451provided, the Charterers shall pay to the Owners all

452losses and indemnify the Owners against all claims and

453demands which would otherwise have been covered by

454such insurance.

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

456Owners or Owners’ Underwriters, effect all insured

457repairs, and the Charterers shall undertake settlement

458of all miscellaneous expenses in connection with such

459repairs as well as all insured charges, expenses and

460liabilities, to the extent of coverage under the insurances

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

462The Charterers to be secured reimbursement through

463the Owners’ Underwriters for such expenditures upon

464presentation of accounts.

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

466effect repairs and settlement of costs and expenses

467incurred thereby in respect of all other repairs not

468covered by the insurances and/or not exceeding any

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

470insurances.

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

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

473defects according to Clause 3 above, including any

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

475form part of the Charter Period.

476The Owners shall not be responsible for any expenses

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

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

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

480additional insurance to be placed by the parties such

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

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

483the Charterers as the case may be shall immediately

484furnish the other party with particulars of any additional

485insurance effected, including copies of any cover notes

486or policies and the written consent of the insurers of

487any such required insurance in any case where the

488consent of such insurers is necessary.

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

490compromised or agreed total loss under the insurances

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

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

493distribute the moneys between themselves and the

494Charterers according to their respective interests.

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

496compromised or agreed total loss under the insurances

497arranged by the Owners in accordance with sub-clause

49814(a), this Charter shall terminate as of the date of such

499loss.

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

501Owners, promptly execute such documents as may be

502required to enable the Owners to abandon the Vessel

503to the insurers and claim a constructive total loss.

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

505and machinery and war risks under the provisions of

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

507indicated in Box 29.

508(l) Notwithstanding anything contained in sub-clause

50910(a), it is agreed that under the provisions of Clause

51014, if applicable, the Owners shall keep the Vessel’s

511Class fully up to date with the Classification Society

512indicated in Box 10 and maintain all other necessary

513certificates in force at all times.

51415. Redelivery (See Clauses 41 and 42)

515At the expiration of the Charter Period the Vessel shall

516be redelivered by the Charterers to the Owners at a

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

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

519Charterers shall give the Owners not less than thirty

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

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

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

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

525notified immediately to the Owners.

526The Charterers warrant that they will not permit the

527Vessel to commence a voyage (including any preceding

528ballast voyage) which cannot reasonably be expected

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

530within the Charter Period. Notwithstanding the above,

531should the Charterers fail to redeliver the Vessel within

532The Charter Period, the Charterers shall pay the daily

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

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

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

536exceeded. All other terms, conditions and provisions of

537this Charter shall continue to apply.

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

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

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

541was delivered, fair wear and tear not affecting class

542excepted.

543The Vessel upon redelivery shall have her survey cycles

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

545least the number of months agreed in Box 17.

54616. Non-Lien

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

548any lien or encumbrance incurred by them or their

549agents, which might have priority over the title and

550interest of the Owners in the Vessel. The Charterers

551further agree to fasten to the Vessel in a conspicuous

552place and to keep so fastened during the Charter Period

553a notice reading as follows:

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

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

556of the Charter Party neither the Charterers nor the

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

558or permit to be imposed on the Vessel any lien

559whatsoever.”

56017. Indemnity (See indemnity clauses in Additional Clauses)

561(a) The Charterers shall indemnify the Owners against

562any loss, damage or expense incurred by the Owners

563arising out of or in relation to the operation of the Vessel

564by the Charterers, and against any lien of whatsoever

565nature arising out of an event occurring during the

566Charter Period. If the Vessel be arrested or otherwise

567detained by reason of claims or liens arising out of her

568operation hereunder by the Charterers, the Charterers

569shall at their own expense take all reasonable steps to

570secure that within a reasonable time the Vessel is

571released, including the provision of bail.

572Without prejudice to the generality of the foregoing, the

573Charterers agree to indemnify the Owners against all

574consequences or liabilities arising from the Master,

575officers or agents signing Bills of Lading or other

576documents.

577(b) If the Vessel be arrested or otherwise detained by

578reason of a claim or claims against the Owners, the

579Owners shall at their own expense take all reasonable

580steps to secure that within a reasonable time the Vessel

581is released, including the provision of bail.

582In such circumstances the Owners shall indemnify the

583Charterers against any loss, damage or expense

584incurred by the Charterers (including hire paid under

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

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

585this Charter) as a direct consequence of such arrest or

586detention.

58718. Lien

588The Owners to shall have a lien upon all cargoes, sub-hires

589and sub-freights belonging or due to the Charterers or

590any sub-charterers and any Bill of Lading freight for all

591claims under this Charter., and the Charterers to have a

592lien on the Vessel for all moneys paid in advance and

593not earned.

59419. Salvage

595All salvage and towage performed by the Vessel shall

596be for the Charterers’ benefit and the cost of repairing

597damage occasioned thereby shall be borne by the

598Charterers.

59920. Wreck Removal

600In the event of the Vessel becoming a wreck or

601obstruction to navigation the Charterers shall indemnify

602the Owners against any sums whatsoever which the

603Owners shall become liable to pay and shall pay in

604consequence of the Vessel becoming a wreck or

605obstruction to navigation.

60621. General Average

607The Owners shall not contribute to General Average.

60822. Assignment, Sub-Charter and Sale (See Clause 62)

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

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

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

612not be unreasonably withheld, and subject to such terms

613and conditions as the Owners shall approve.

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

615currency of this Charter except with the prior written

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

617ably withheld, and subject to the buyer accepting an

618assignment of this Charter.

61923. Contracts of Carriage

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

621issued during the Charter Period evidencing the terms

622and conditions agreed in respect of carriage of goods

623shall contain a paramount clause incorporating any

624legislation relating to carrier’s liability for cargo

625compulsorily applicable in the trade; if no such legislation

626exists, the documents shall incorporate the Hague-Visby

627Rules. The documents shall also contain the New Jason

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

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

630tickets issued during the Charter Period for the carriage

631of passengers and their luggage under this Charter shall

632contain a paramount clause incorporating any legislation

633relating to carrier’s liability for passengers and their

634luggage compulsorily applicable in the trade; if no such

635legislation exists, the passenger tickets shall incorporate

636the Athens Convention Relating to the Carriage of

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

638protocol thereto.

639*) Delete as applicable.

64024. Bank Guarantee

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

642The Charterers undertake to furnish, before delivery of

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

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

645for full performance of their obligations under this

646Charter.

64725. Requisition/Acquisition

648(a) In the event of the Requisition for Hire of the Vessel

649by any governmental or other competent authority

650(hereinafter referred to as “Requisition for Hire”)

651irrespective of the date during the Charter Period when

652“Requisition for Hire” may occur and irrespective of the

653length thereof and whether or not it be for an indefinite

654or a limited period of time, and irrespective of whether it

655may or will remain in force for the remainder of the

656Charter Period, this Charter shall not be deemed thereby

657or thereupon to be frustrated or otherwise terminated

658and the Charterers shall continue to pay the stipulated

659hire in the manner provided by this Charter until the time

660when the Charter would have terminated pursuant to

661any of the provisions hereof. always provided however

662that in the event of “Requisition for Hire” any Requisition

663Hire or compensation received or receivable by the

664Owners shall be payable to the Charterers during the

665remainder of the Charter Period or the period of the

666“Requisition for Hire” whichever be the shorter.

667(b) In the event of the Owners being deprived of their

668ownership in the Vessel by any Compulsory Acquisition

669of the Vessel or requisition for title by any governmental

670or other competent authority (hereinafter referred to as

671“Compulsory Acquisition”), then, irrespective of the date

672during the Charter Period when “Compulsory Acqui-

673sition” may occur, this Charter shall be deemed

674terminated as of the date of such “Compulsory

675Acquisition”. In such event Charter Hire to be considered

676as earned and to be paid up to the date and time of

677such “Compulsory Acquisition”.

67826. War

679	(a) Subject to the provisions of the Financial Instruments (if any) FfFor the purpose of this Clause, the words “War

680Risks” shall include any war (whether actual or

681threatened), act of war, civil war, hostilities, revolution,

682rebellion, civil commotion, warlike operations, the laying

683of mines (whether actual or reported), acts of piracy,

684acts of terrorists, acts of hostility or malicious damage,

685blockades (whether imposed against all vessels or

686imposed selectively against vessels of certain flags or

687ownership, or against certain cargoes or crews or

688otherwise howsoever), by any person, body, terrorist or

689political group, or the Government of any state

690whatsoever, which may be dangerous or are likely to be

691or to become dangerous to the Vessel, her cargo, crew

692or other persons on board the Vessel.

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

694	Owners be first obtained and adequate insurances are in place (such adequacy to be determined by the Owners acting reasonably), shall not continue to or go

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

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

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

698persons on board the Vessel, in the reasonable

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

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

701such place as aforesaid, which only becomes danger-

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

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

704the Vessel to leave such area.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

705(c) The Vessel shall not load contraband cargo, or to

706pass through any blockade, whether such blockade be

707imposed on all vessels, or is imposed selectively in any

708way whatsoever against vessels of certain flags or

709ownership, or against certain cargoes or crews or

710otherwise howsoever, or to proceed to an area where

711she shall be subject, or is likely to be subject to

712a belligerent’s right of search and/or confiscation.

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

714Clause 14 is applicable, should require payment of

715premiums and/or calls because, pursuant to the

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

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

718by such insurers as being subject to additional premiums

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

720shall be reimbursed by the Charterers to the Owners at

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

722(e) The Charterers shall have the liberty:

723(i) to comply with all orders, directions, recommend-

724ations or advice as to departure, arrival, routes,

725sailing in convoy, ports of call, stoppages,

726destinations, discharge of cargo, delivery, or in any

727other way whatsoever, which are given by the

728Government of the Nation under whose flag the

729Vessel sails, or any other Government, body or

730group whatsoever acting with the power to compel

731compliance with their orders or directions;

732(ii) to comply with the orders, directions or recom-

733mendations of any war risks underwriters who have

734the authority to give the same under the terms of

735the war risks insurance;

736(iii) to comply with the terms of any resolution of the

737Security Council of the United Nations, any

738directives of the European Community, the effective

739orders of any other Supranational body which has

740the right to issue and give the same, and with

741national laws aimed at enforcing the same to which

742the Owners are subject, and to obey the orders

743and directions of those who are charged with their

744enforcement.

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

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

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

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

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

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

751Charterers shall have the right to cancel this Charter,

752whereupon the Charterers shall redeliver the Vessel to

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

754has cargo on board after discharge thereof at

755destination, or if debarred under this Clause from

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

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

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

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

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

761accordance with Clause 11 and except as aforesaid all

762other provisions of this Charter shall apply until

763redelivery the end of the Charter Period.

76427. Commission

765The Owners to pay a commission at the rate indicated

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

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

768the commission to be paid by the Owners shall cover

769the actual expenses of the Brokers and a reasonable

770fee for their work.

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

772by either of the parties the party liable therefor shall

773indemnify the Brokers against their loss of commission.

774Should the parties agree to cancel the Charter, the

775Owners shall indemnify the Brokers against any loss of

776commission but in such case the commission shall not

777exceed the brokerage on one year’s hire.

77828. Termination (See Clauses 41, 42 and 47)

779(a) Charterers’ Default

780The Owners shall be entitled to withdraw the Vessel from

781the service of the Charterers and terminate the Charter

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

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

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

785make punctual payment of hire due to oversight,

786negligence, errors or omissions on the part of the

787Charterers or their bankers, the Owners shall give

788the Charterers written notice of the number of clear

789banking days stated in Box 34 (as recognised at

790the agreed place of payment) in which to rectify

791the failure, and when so rectified within such

792number of days following the Owners’ notice, the

793payment shall stand as regular and punctual.

794Failure by the Charterers to pay hire within the

795number of days stated in Box 34 of their receiving

796the Owners’ notice as provided herein, shall entitle

797the Owners to withdraw the Vessel from the service

798of the Charterers and terminate the Charter without

799further notice;

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

801(1) Clause 6 (Trading Restrictions)

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

803provided that the Owners shall have the option, by

804written notice to the Charterers, to give the

805Charterers a specified number of days grace within

806which to rectify the failure without prejudice to the

807Owners’ right to withdraw and terminate under this

808Clause if the Charterers fail to comply with such

809notice;

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

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

812(Maintenance and Repairs) as soon as practically

813possible after the Owners have requested them in

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

815insurance cover is not prejudiced.

816(b) Owners’ Default

817If the Owners shall by any act or omission be in breach

818of their obligations under this Charter to the extent that

819the Charterers are deprived of the use of the Vessel

820and such breach continues for a period of fourteen (14)

821running days after written notice thereof has been given

822by the Charterers to the Owners, the Charterers shall

823be entitled to terminate this Charter with immediate effect

824by written notice to the Owners.

825(c) Loss of Vessel

826This Charter shall be deemed to be terminated if the

827Vessel becomes a total loss or is declared as a

828constructive or compromised or arranged total loss. For

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

830deemed to be lost unless she has either become an

831actual total loss or agreement has been reached with

832her underwriters in respect of her constructive,

833compromised or arranged total loss or if such agreement

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

835competent tribunal that a constructive loss of the Vessel

836has occurred.

837(d) Either party shall be entitled to terminate this

838Charter with immediate effect by written notice to the

839other party in the event of an order being made or

840resolution passed for the winding up, dissolution,

841liquidation or bankruptcy of the other party (otherwise

842than for the purpose of reconstruction or amalgamation)

843or if a receiver is appointed, or if it suspends payment,

844ceases to carry on business or makes any special

845arrangement or composition with its creditors.

846(e) The termination of this Charter shall be without

847prejudice to all rights accrued due between the parties

848prior to the date of termination and to any claim that

849either party might have.

850	29. Repossession (See also Clauses 41, 42 and 47)

In the event the Vessel is due for redelivery pursuant to Clause 41 or Owners have made a request for redelivery of the Vessel in accordance with the
applicable provisions of Clause 42.1,

851In the event of the termination of this Charter in

852accordance with the applicable provisions of Clause 28,

853the Owners shall have the right to repossess the Vessel

854from the Charterers at her current or next port of call, or

855at a port or place convenient to them without hindrance

856or interference by the Charterers, courts or local

857authorities. Pending physical repossession of the Vessel

858in accordance with this Clause 29, the Charterers shall

859	hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall procure that the master and crew follow the directions of the Owners .

860The Owners shall arrange for an authorised represent-

861ative to board the Vessel as soon as reasonably

862practicable following the termination of the Charter. The

863Vessel shall be deemed to be repossessed by the

864Owners from the Charterers upon the boarding of the

865Vessel by the Owners’ representative. All arrangements

866and expenses relating to the settling of wages,

867disembarkation and repatriation of the Charterers’

868Master, officers and crew shall be the sole responsibility

869of the Charterers.

87030. Dispute Resolution (See Clause 65)

871*)(a) This Contract shall be governed by and construed

872in accordance with English law and any dispute arising

873out of or in connection with this Contract shall be referred

874to arbitration in London in accordance with the Arbitration

875Act 1996 or any statutory modification or re-enactment

876thereof save to the extent necessary to give effect to

877the provisions of this Clause.

878The arbitration shall be conducted in accordance with

879the London Maritime Arbitrators Association (LMAA)

880Terms current at the time when the arbitration proceed-

881ings are commenced.

882The reference shall be to three arbitrators. A party

883wishing to refer a dispute to arbitration shall appoint its

884arbitrator and send notice of such appointment in writing

885to the other party requiring the other party to appoint its

886own arbitrator within 14 calendar days of that notice and

887stating that it will appoint its arbitrator as sole arbitrator

888unless the other party appoints its own arbitrator and

889gives notice that it has done so within the 14 days

890specified. If the other party does not appoint its own

891arbitrator and give notice that it has done so within the

89214 days specified, the party referring a dispute to

893arbitration may, without the requirement of any further

894prior notice to the other party, appoint its arbitrator as

895sole arbitrator and shall advise the other party

896accordingly. The award of a sole arbitrator shall be

897binding on both parties as if he had been appointed by

898agreement.

899Nothing herein shall prevent the parties agreeing in

900writing to vary these provisions to provide for the

901appointment of a sole arbitrator.

902In cases where neither the claim nor any counterclaim

903exceeds the sum of US$50,000 (or such other sum as

904the parties may agree) the arbitration shall be conducted

905in accordance with the LMAA Small Claims Procedure

906current at the time when the arbitration proceedings are

907commenced.

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

909in accordance with Title 9 of the United States Code

910and the Maritime Law of the United States and any

911dispute arising out of or in connection with this Contract

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

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

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

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

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

917any court of competent jurisdiction. The proceedings

918shall be conducted in accordance with the rules of the

919Society of Maritime Arbitrators, Inc.

920In cases where neither the claim nor any counterclaim

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

922the parties may agree) the arbitration shall be conducted

923in accordance with the Shortened Arbitration Procedure

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

925the time when the arbitration proceedings are commenced.

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

927in accordance with the laws of the place mutually agreed

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

929connection with this Contract shall be referred to

930arbitration at a mutually agreed place, subject to the

931procedures applicable there.

932(d) Notwithstanding (a), (b) or (c) above, the parties

933may agree at any time to refer to mediation any

934difference and/or dispute arising out of or in connection

935with this Contract.

936In the case of a dispute in respect of which arbitration

937has been commenced under (a), (b) or (c) above, the

938following shall apply:-

939(i) Either party may at any time and from time to time

940elect to refer the dispute or part of the dispute to

941mediation by service on the other party of a written

942notice (the “Mediation Notice”) calling on the other

943party to agree to mediation.

944(ii) The other party shall thereupon within 14 calendar

945days of receipt of the Mediation Notice confirm that

946they agree to mediation, in which case the parties

947shall thereafter agree a mediator within a further

94814 calendar days, failing which on the application

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

949of either party a mediator will be appointed promptly

950by the Arbitration Tribunal (“the Tribunal”) or such

951person as the Tribunal may designate for that

952purpose. The mediation shall be conducted in such

953place and in accordance with such procedure and

954on such terms as the parties may agree or, in the

955event of disagreement, as may be set by the

956mediator.

957(iii) If the other party does not agree to mediate, that

958fact may be brought to the attention of the Tribunal

959and may be taken into account by the Tribunal when

960allocating the costs of the arbitration as between

961the parties.

962(iv) The mediation shall not affect the right of either

963party to seek such relief or take such steps as it

964considers necessary to protect its interest.

965(v) Either party may advise the Tribunal that they have

966agreed to mediation. The arbitration procedure shall

967continue during the conduct of the mediation but

968the Tribunal may take the mediation timetable into

969account when setting the timetable for steps in the

970arbitration.

971(vi) Unless otherwise agreed or specified in the

972mediation terms, each party shall bear its own costs

973incurred in the mediation and the parties shall share

974equally the mediator’s costs and expenses.

975(vii) The mediation process shall be without prejudice

976and confidential and no information or documents

977disclosed during it shall be revealed to the Tribunal

978except to the extent that they are disclosable under

979the law and procedure governing the arbitration.

980(Note: The parties should be aware that the mediation

981process may not necessarily interrupt time limits.)

982(e) If Box 35 in Part I is not appropriately filled in, sub-clause

98330(a) of this Clause shall apply. Sub-clause 30(d) shall

984apply in all cases.

985*) Sub-clauses 30(a), 30(b) and 30(c) are alternatives;

986indicate alternative agreed in Box 35.

98731. Notices (See Clause 46)

988(a) Any notice to be given by either party to the other

989party shall be in writing and may be sent by fax, telex,

990registered or recorded mail or by personal service.

991(b) The address of the Parties for service of such

992communication shall be as stated in Boxes 3 and 4

993respectively.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

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

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

3the Building Contract (hereafter called “the Building

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

5Builders and the Owners and in accordance with the

6specifications and plans annexed thereto, such Building

7Contract, specifications and plans having been counter-

8signed as approved by the Charterers.

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

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

11the Charterers as aforesaid, without the Charterers’

12consent.

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

14representative to the Builders’ Yard to inspect the Vessel

15during the course of her construction to satisfy themselves

16that construction is in accordance with such approved

17specifications and plans as referred to under sub-clause

18(a) of this Clause.

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

20Building Contract and shall be of the description set out

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

22hereunder, the Charterers shall be bound to accept the

23Vessel from the Owners, completed and constructed in

24accordance with the Building Contract, on the date of

25delivery by the Builders. The Charterers undertake that

26having accepted the Vessel they will not thereafter raise

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

28performance or specification or defects, if any.

29Nevertheless, in respect of any repairs, replacements or

30defects which appear within the first 12 months from

31delivery by the Builders, the Owners shall endeavour to

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

33or to recover from the Builders any expenditure incurred in

34carrying out such repairs, replacements or remedies.

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

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

37the Builders under the guarantee clause of the Building

38Contract (a copy whereof has been supplied to the

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

40sums as the Owners are reasonably able to recover under

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

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

43the actual expenditure on repairs, replacement or

44remedying defects or for any loss of time incurred.

45Any liquidated damages for physical defects or deficiencies

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

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

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

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

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

51filled in shall be shared equally between the parties.

522. Time and Place of Delivery

53(a) Subject to the Vessel having completed her

54acceptance trials including trials of cargo equipment in

55accordance with the Building Contract and specifications

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

57and the Charterers shall take delivery of the Vessel afloat

58when ready for delivery and properly documented at the

59Builders’ Yard or some other safe and readily accessible

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

61hereto and the Builders. Under the Building Contract the

62Builders have estimated that the Vessel will be ready for

63delivery to the Owners as therein provided but the delivery

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

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

66completion of trials whether that be before or after as

67indicated in the Building Contract. The Charterers shall not

68be entitled to refuse acceptance of delivery of the Vessel

69and upon and after such acceptance, subject to Clause

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

71against the Owners in respect of any conditions,

72representations or warranties, whether express or implied,

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

74in delivery.

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

76under the Building Contract, the Builders become entitled

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

78the Owners shall upon giving to the Charterers written

79notice of Builders becoming so entitled, be excused from

80giving delivery of the Vessel to the Charterers and upon

81receipt of such notice by the Charterers this Charter shall

82cease to have effect.

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

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

85before exercising such right of rejection, consult the

86Charterers and thereupon

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

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

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

90notice this Charter shall cease to have effect; or

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

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

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

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

95exercising their right to rejection and upon receipt of such

96notice the Owners shall commence such negotiations and/

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

98her to the Charterers;

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

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

101Vessel from the Builders;

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

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

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

105or its termination.

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

107Building Contract and any costs incurred in pursuing a claim

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

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

110the parties.

1113. Guarantee Works

112If not otherwise agreed, the Owners authorise the

113Charterers to arrange for the guarantee works to be

114performed in accordance with the building contract terms,

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

116The Charterers have to advise the Owners about the

117performance to the extent the Owners may request.

1184. Name of Vessel

119The name of the Vessel shall be mutually agreed between

120	the Owners and the Charterers and the Vessel shall be

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

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

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

122the house flag as required by the Charterers.

1235. Survey on Redelivery

124The Owners and the Charterers shall appoint surveyors

125for the purpose of determining and agreeing in writing the

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

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

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

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

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

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

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

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

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART IV

HIRE/PURCHASE AGREEMENT

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

1On expiration of this Charter and provided the Charterers

2have fulfilled their obligations according to Part I and II

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

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

5the Charterers have purchased the Vessel with

6everything belonging to her and the Vessel is fully paid

7for.

8In the following paragraphs the Owners are referred to

9as the Sellers and the Charterers as the Buyers.

10The Vessel shall be delivered by the Sellers and taken

11over by the Buyers on expiration of the Charter.

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

13delivery, is free from all encumbrances and maritime

14liens or any debts whatsoever other than those arising

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

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

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

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

19the Sellers hereby undertake to indemnify the Buyers

20against all consequences of such claims to the extent it

21can be proved that the Sellers are responsible for such

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

23and expenses connected with the purchase and

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

25account. Any taxes, consular and other charges and

26expenses connected with closing of the Sellers’ register,

27shall be for Sellers’ account.

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

29instalment the Sellers shall furnish the Buyers with a

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

31certificate setting out the registered encumbrances, if

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

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

34deliver a certificate of deletion to the Buyers.

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

36Buyers all classification certificates (for hull, engines,

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

38be in Sellers’ possession.

39The Wireless Installation and Nautical Instruments,

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

41extra payment.

42The Vessel with everything belonging to her shall be at

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

44Buyers, subject to the conditions of this Contract and

45the Vessel with everything belonging to her shall be

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

47after which the Sellers shall have no responsibility for

48possible faults or deficiencies of any description.

49The Buyers undertake to pay for the repatriation of the

50Master, officers and other personnel if appointed by the

51Sellers to the port where the Vessel entered the Bareboat

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

53cost for their journey to any other place.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

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)

11. Definitions

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

3have the meanings hereby assigned to them:

4“The Bareboat Charter Registry” shall mean the registry

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

6the Charterers are registered as the bareboat charterers

7during the period of the Bareboat Charter.

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

9state in which the Owners of the Vessel are registered

10as Owners and to which jurisdiction and control of the

11Vessel will revert upon termination of the Bareboat

12Charter Registration.

132. Mortgage

14The Vessel chartered under this Charter is financed by

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

16shall apply.

173. Termination of Charter by Default

18If the Vessel chartered under this Charter is registered

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

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

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

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

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

24Registry as shown in Box 45.

25In the event of the Vessel being deleted from the

26Bareboat Charter Registry as stated in Box 44, due to a

27default by the Owners in the payment of any amounts

28due under the mortgage(s), the Charterers shall have

29the right to terminate this Charter forthwith and without

30prejudice to any other claim they may have against the

31Owners under this Charter.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

EXECUTION VERSION

ADDITIONAL CLAUSES TO BARECON 2001

CLAUSE 32 – CHARTER PERIOD

32.1

The period of this Charter (the “Charter Period”) shall, subject to the terms of this Charter, continue for a period of seven (7) years starting from the Commencement Date.

32.2

Notwithstanding the fact that the Charter Period shall commence on the Commencement Date, this Charter shall be:

(a)	in full force and effect; and

(b)	valid, binding and enforceable against the parties hereto,

with effect from the date hereof until the end of the Charter Period (subject to the terms of this Charter).

CLAUSE 33 – CANCELLATION

33.1

If:

(a)	the Vessel is not delivered by the Charterers as sellers to the Owners as buyers under the MOA by the Cancelling Date (or such later date as the parties to the MOA may agree);

(b)	it becomes unlawful for the Charterers as sellers and the Owners as buyers to perform or comply with any or all of their obligations under the MOA; or

(c)	the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason (in whole or in part),

then this Charter shall immediately terminate and be cancelled (without prejudice to Clause 57 (Indemnities) and without the need for either the Owners or the Charterers to take any action whatsoever), provided that the Owners shall be entitled to retain all fees and expenses paid by the Charterers pursuant to Clause 44 (Fees and Expenses) (and without prejudice to Clause 44 (Fees and Expenses) and any clause of the MOA, if such fees have not been paid, the Charterers shall forthwith pay such fees and expenses to the Owners in accordance with Clause 44 (Fees and Expenses)) and such payment shall be irrevocable and unconditional and is acknowledged by the Charterers to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners’ risk of the Charterers failing to perform its obligations under this Charter. For the avoidance of doubt, the termination of the Charter shall not prejudice the operation of any provision of any Leasing Document which is expressed to survive the termination or cancellation of this Charter.

CLAUSE 34 – DELIVERY AND CHARTER OF VESSEL

34.1

This Charter is part of a transaction involving the sale, purchase and charter back of the Vessel and constitutes one of the Leasing Documents.

34.2

The obligation of the Owners to charter the Vessel to the Charterers hereunder is subject to and conditional upon:

(a)	no Termination Event or Potential Termination Event having occurred on the date of this Charter and on the Commencement Date;

(b)	the representations and warranties contained in Clause 48 (Representations and Warranties) being true and correct on the date hereof and on the Commencement Date;

(c)	the Vessel being delivered to the Head Sellers pursuant to the Shipbuilding Contract;

(d)	the Vessel being delivered to the Charterers under the Head MOA;

(e)	the Vessel being delivered to the Owners pursuant to the MOA;

(f)	the Delivery occurring on or before the Cancelling Date; and

(g)	the Owners having received from the Charterers:

(i)

on or before the date falling one (1) Business Day prior to the Prepositioning Date (or such other period as the Owners may otherwise agree), the documents or evidence set out in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to them; and

(ii)

on the Commencement Date and prior to or simultaneously with the Owners executing a dated and timed copy of the protocol of delivery and acceptance evidencing delivery of the Vessel under the MOA and a dated and timed copy of the Acceptance Certificate, the documents or evidence set out in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to them,

and if any of the documents listed in sub-paragraph (g) above are not in the English language then they shall be accompanied by an English translation where required by the Owners.

34.3

On delivery to and acceptance by the Owners (in their capacity as buyers) of the Vessel from the Charterers (in their capacity as sellers) under the MOA, the Vessel shall be deemed to have been delivered to, and accepted without reservation by, the Charterers under this Charter and the Charterers shall become and be entitled to the possession and use of the Vessel on and subject to the terms and conditions of this Charter on the same day as the delivery date of the Vessel under the MOA.

34.4

On Delivery, as evidence of the commencement of the Charter Period, the Charterers shall sign and deliver to the Owners, the Acceptance Certificate. The Charterers shall be deemed to have accepted the Vessel under this Charter, and the commencement of the Charter Period having started, on Delivery even if, for whatever reason, the Acceptance Certificate is not signed.

34.5

The Charterers shall not be entitled for any reason whatsoever to refuse to accept delivery of the Vessel under this Charter once the Vessel has been delivered to and accepted by the Owners (in their capacity as buyers) from the Charterers (in their capacity as sellers) under the MOA, and the Owners shall not be liable for any losses, costs or expenses whatsoever or howsoever arising including without limitation, any loss of profit or any loss or otherwise:

(a)	resulting directly or indirectly from any defect or alleged defect in the Vessel or any failure of the Vessel; or

(b)	arising from any delay in the commencement of the Charter Period or any failure of the Charter Period to commence.

34.6

The Owners shall not be obliged to deliver the Vessel to the Charterers with any bunkers and unused lubricating oils and hydraulic oils and greases in storage tanks and unopened drums of the Vessel except for such items which are already on the Vessel on Delivery. The Owners shall not be responsible for the fitness, quality or quantity of any such bunkers and unused lubricating oils and hydraulic oils and greases and the Charterers shall make no claim against Owners in respect of the same.

34.7

The Charterers shall procure receipt by the Owners of the conditions subsequent set out in Part C of Schedule 2 in a form and substance satisfactory to the Owners within the time periods permitted therein.

CLAUSE 35 – QUIET ENJOYMENT

35.1

Subject to the terms of any QEL and provided that:

(a)	the Charterers do not breach any term of this Charter or any other Leasing Document to which they are a party; and

(b)	no Termination Event or Total Loss has occurred,

the Owners hereby agree not to disturb or interfere with the Charterers’ lawful use, possession and quiet enjoyment of the Vessel during the Charter Period.

CLAUSE 36 – CHARTERHIRE AND ADVANCE CHARTERHIRE

36.1

In consideration of the Owners agreeing to charter the Vessel to the Charterers under this Charter at the request of the Charterers, the Charterers hereby irrevocably and unconditionally agree to pay to the Owners the Charterhire, the Advance Charterhire and all other amounts payable under this Charter in accordance with the terms of this Charter.

36.2

The Charterers shall pay to the Owners on the Commencement Date, an amount which is equal to the difference between the Purchase Price and the Owners’ Costs as of the Commencement Date (the “Advance Charterhire”). The Charterers shall be deemed to have paid the Advance Charterhire to the Owners on the Commencement Date by the Owners (as buyers under the MOA) setting off an amount equal to the Advance Charterhire against a corresponding amount of the Purchase Price payable by the Owners to the Charterers (as sellers) under the MOA.

36.3

The Advance Charterhire shall not bear interest and shall be non-refundable.

36.4

Following Delivery and commencing from the Commencement Date, the Charterers shall pay Charterhire in arrears in quarterly instalments on each Payment Date. Each instalment shall consist of:

(a)	a capital element of Charterhire (the “Fixed Charterhire”) which shall be in an amount equivalent to 1/28 of the difference between the Opening Capital Balance and the Expiry Owners’ Costs; and

(b)	a variable element of Charterhire (the “Variable Charterhire”) which shall be calculated by applying the aggregate of:

(i)

the applicable Interest Rate for the relevant Hire Period; and

(ii)

the Margin,

to the Owners’ Costs on the immediately preceding Payment Date (or, in the case of the First Payment Date only, on the Commencement Date) for the Hire Period ending on the relevant Payment Date by reference to the actual number of days elapsed.

36.5

Charterhire shall be payable in arrears on the following dates (each a “Payment Date”):

(a)	the first instalment of Charterhire shall be payable on the date falling three (3) months after the Commencement Date (the “First Payment Date”); and

(b)	each subsequent instalment of Charterhire (other than the last instalment of Charterhire) shall be payable quarterly thereafter, with the final instalment of Charterhire payable on the last day of the Charter Period,

such that there are a total of twenty eight (28) Payment Dates during the Charter Period.

36.6

Payment of Charterhire on any Payment Date shall be made in same day available funds and received by the Owners by not later than 5.00 pm (Shanghai time). Any payment of Charterhire which is due to be made on a Payment Date which is not also a Business Day shall be made on the previous Business Day instead.

36.7

Time of payment of the Charterhire and any other payments by the Charterers under this Charter shall be of the essence.

36.8

All payments of the Charterhire and any other moneys payable hereunder shall be made in Dollars.

36.9

All payments of the Charterhire and any other moneys payable hereunder shall be payable by the Charterers to the Owners’ designated bank account as the Owners may notify the Charterers in writing from time to time.

36.10

Payment of the Charterhire and any other amounts under this Charter shall be at the Charterers’ risk until receipt by the Owners.

36.11

The Vessel shall not at any time be deemed off-hire and the Charterers’ obligation to pay the Charterhire and any other amounts payable under this Charter (including but not limited to the Termination Sum or the Total Loss Termination Sum) in Dollars shall be absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever including but not limited to:

(a)

(except in the case of the Advance Charterhire) any set off, counterclaim, recoupment, defence, claim or other right which the Charterers may at any time have against the Owners or any other person for any reason whatsoever including, without limitation, any act, omission or breach on the part of the Owners under this Charter or any other agreement at any time existing between the Owners and the Charterers;

(b)	any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release or surrender of, or other dealing in, any security for any such indebtedness or obligation;

(c)	any title defect or encumbrance or any dispossession of the Vessel by title paramount or otherwise;

(d)	any defect in the seaworthiness, condition, value, design, merchantability, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for registration or documentation under the laws of any relevant jurisdiction;

(e)	the Total Loss or any damage to or forfeiture or court marshall’s or other sale of the Vessel if the Termination Sum, Total Loss Termination Sum or any part thereof remains due;

(f)	any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in, the use or possession thereof by the Charterers;

(g)	any insolvency, bankruptcy, reorganization, arrangement, readjustment, dissolution, liquidation or similar proceedings by or against the Charterers and any other Obligors;

(h)	any invalidity, unenforceability, lack of due authorization or other defects, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any of the Leasing Documents by any party to this Charter or any other person;

(i)	any enforcement or attempted enforcement by the Owners of their rights under this Charter or any of the Leasing Documents executed or to be executed pursuant to this Charter;

(j)

any loss of use of the Vessel due to deficiency or default or strike of officers or crew, fire, breakdown, damage, accident, defective cargo or any other cause which would or might but for this provision have the effect of terminating or in any way affecting any obligation of the Charterers under this Charter; or

(k)	any prevention, delay, deviation or disruption in the use of the Vessel resulting from the wide outbreak of any viruses (including the 2019 novel coronavirus), including but not limited to those caused by:

(i)

closure of ports;

(ii)

prohibitions or restrictions against the Vessel calling at or passing through certain ports;

(iii)

restriction in the movement of personnel and/or shortage of labour affecting the operation of the Vessel or the operation of the ports (including stevedoring operations);

(iv)

quarantine regulations affecting the Vessel, its cargo, the crew members or relevant port personnel;

(v)

fumigation or cleaning of the Vessel; or

(vi)

any claims raised by any sub-charterer or manager of the Vessel that a force majeure event or termination event (or any other analogous event howsoever called) has occurred under the relevant charter agreement or management agreement (as the case may be) of the Vessel as a result of the outbreak of such viruses.

36.12

All stamp duty, value added tax (for the avoidance of doubt, including without limitation, goods and services tax), withholding or other taxes and import and export duties and all other similar types of charges (for the avoidance of doubt any Owner’s income tax liabilities) which may be levied or assessed on or in connection with:

(a)	the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and

(b)	the import, export, purchase, delivery and re-delivery of the Vessel,

shall be borne by the Charterers. The Charterers shall pay, if applicable, value added tax and other similar tax levied on any Charterhire and other payments payable under this Charter by addition to, and at the time of payment of, such amounts.

CLAUSE 37 – CHANGES TO INTEREST RATE, DEFAULT INTEREST

37.1

If, in relation to any determination of the Interest Rate prior to a Screen Rate Replacement Event:

(a)

the Owners determine (which determination shall be conclusive and binding) that by reason of circumstances affecting the Relevant Interbank Market generally, adequate and fair means do not or will not exist for ascertaining LIBOR at the beginning of that Hire Period or the same does not reflect the cost of funding of the Owners; and

(b)

the Owners determine (which determination shall be conclusive and binding) that by reason of circumstances affecting the Relevant Interbank Market generally, deposits in Dollars in the required amount for the 3-month period commencing on the first day of that Hire Period are not available to it in the Relevant Interbank Market or from whatever sources it may select to obtain funds for that Hire Period,

the Owners shall promptly notify the Charterers accordingly.

37.2

Immediately following the notification referred to in Clause 37.1 above, the Owners and the Charterers, shall negotiate in good faith with a view to agreeing upon a substitute basis for determining the Interest Rate for that Hire Period.

37.3

If a substitute basis is not so agreed pursuant to Clause 37.2 above or after the occurrence of a Screen Rate Replacement Event but prior to the making of any necessary amendment or waiver in accordance with Clause 37.4 below, the Interest Rate shall be the rate per annum equal to the cost certified by the Owners (expressed as an annual rate of interest) of funding the Owners’ Costs during the relevant Hire Period (as reasonably determined by the Owners).

37.4

On or at any time after the occurrence of a Screen Rate Replacement Event, the Owners are entitled to make any amendment or waiver to the terms of the Leasing Documents (at the Charterers’ cost) which relates to:

(a)	providing for the use of a Replacement Benchmark in relation to Dollars in place of (or in addition to) that Screen Rate; and

(b)

(i)

aligning any provision of any Leasing Document to the use of that Replacement Benchmark;

(ii)

enabling that Replacement Benchmark to be used for the calculation of the Interest Rate under this Charter (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Charter);

(iii)

implementing market conventions applicable to that Replacement Benchmark;

(iv)

providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(v)

subject to Clause 37.5 below, adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

and pending any such amendment or waiver and the Replacement Benchmark being utilised under the Leasing Documents to calculate the Interest rate, Clause 37.3 shall apply to the calculation of the Interest Rate.

37.5

Upon the Owners’ written notification to the Charterers of the Owners’ intention to negotiate a Replacement Benchmark, the Owners and the Charterers shall enter into negotiations in good faith with a view to agreeing the use of a Replacement Benchmark in relation to dollars in place of that Screen Rate. Such negotiation shall be carried out by each Party in consideration of the then prevailing market practice (including without limitation, SOFR compounded in arrears), factoring into account the economics of the transaction contemplated therein and in particular the Margin initially agreed between Parties. It is hereby agreed that, if the use of a Replacement Benchmark in relation to dollars is not so agreed within ninety (90) days of the Owner’s written notification to the Charterers and the Replacement Benchmark proposed by and acceptable to the Owners is not:

(a)

generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to the Screen Rate which is subject to replacement at any relevant time; and/or

(b)

SOFR;

and the rates offered by such Replacement Benchmark are substantially higher than those referred to in paragraphs (a) and (b) of this Clause 37.5, then the Charterers shall have the option to purchase back the Vessel from the Owners by paying the Mandatory Sale Price subject to the Owners receiving from the Charterers a notice in writing not earlier than ninety (90) days of the intended Mandatory Sale Date, and this Charter shall terminate in accordance with the procedures set out in Clause 55A (Mandatory Sale).

37.6

If the Charterers fail to make any payment due under this Charter on the due date, they shall pay additional interest on such late payment at a rate which is equal to two per cent. (2%) per annum above the applicable Interest Rate for the relevant Hire Period and the Margin which shall apply prior to, during or following Delivery and shall accrue on a daily basis from the date on which such payment became due up to and excluding the date of payment thereof, and the Charterers and the Owners agree that such default rate is proportionate as to amount, having

regard to the legitimate interest of the Owners, in protecting against the Owners’ risk of the Charterers failing to perform its obligations under this Charter.

37.7

All interest (including default interest) and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a three hundred and sixty (360) days’ year.

CLAUSE 38 – POSSESSION OF VESSEL

38.1

The Charterers shall not, without the prior written consent of the Owners, assign, mortgage or pledge the Vessel or any interest therein and shall not permit the creation or existence of any Security Interest thereon (including for any monies paid in advance and not earned, and for any claims for damages arising from any breach by the Owners of this Charter and other amounts due to the Charterers under this Charter) except for the Permitted Security Interests.

38.2

The Charterers shall promptly notify any party (including without limitation, any sub-charterer) (as the Owners may request) in writing that the Vessel is the property of the Owners and the Charterers shall provide the Owners with a copy of such written notification and evidence that such party has received such written notification.

38.3

If the Vessel is arrested, seized, impounded, forfeited, detained or taken out of their possession or control (whether or not pursuant to any distress, execution or other legal process), the Charterers shall procure the immediate release of the Vessel (whether by providing bail or procuring the provision of security or otherwise do such lawful things as the circumstances may require) and shall immediately notify the Owners of such event and shall indemnify the Owners against all losses, costs or charges incurred by the Owners by reason thereof in re-taking possession or otherwise in re-acquiring the Vessel.

38.4

The Charterers shall pay and discharge or cause any sub-charterer of the Vessel to pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens on or claims enforceable against the Vessel. The Charterers shall take all reasonable steps to prevent (and shall procure that a sub-charterer shall take all reasonable steps to prevent) an arrest of the Vessel.

CLAUSE 39 – INSURANCE

39.1

The Charterers shall procure that insurances for the Vessel are effected:

(a)	in Dollars;

(b)

in the case of fire and usual hull and machinery, marine risks and war risks (including blocking and trapping), on an agreed value basis of at least the higher of (i) one hundred percent (100%) of then applicable Fair Market Value of the Vessel and (ii) one hundred and twenty per cent (120%) of the then prevailing Owners’ Costs;

(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the higher of (i) US$1,000,000,000 or (ii) the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;

(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Vessel and with a protection and indemnity club which is a member of the International Group of Protection and Indemnity Clubs;

(e)	through brokers approved by the Owners and with first class international insurers and/or underwriters acceptable to the Owners and having a Standard & Poor’s rating of BBB+ or above, a Moody’s rating of A or above or an AM Best rating of A- or above or otherwise acceptable to the Owners; and

(f)	otherwise on terms and in form acceptable to the Owners.

39.2

In addition to the terms set out in Clause 13(a) (Insurance and Repairs), the Charterers shall procure that the Obligatory Insurances shall:

(a)	subject always to paragraph (b), name the Owners, the Charterers and the Approved Technical Manager as the only named assureds unless the interest of every other named assured or coassured is limited:

(i)

in respect of any Obligatory Insurances for hull and machinery and war risks;

(A)

to any provable out-of-pocket expenses that they have incurred and which form part of any recoverable claim on underwriters; and

(B)

to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against them); and

(ii)

in respect of any Obligatory Insurances for protection and indemnity risks, to any recoveries they are entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against them,

and every other named assured or co-assured has undertaken in writing to the Owners or the Owners’ Financiers (if any) (in such form as they may require) that any deductible shall be apportioned between the Charterers and every other named assured or co-assured (save for the Owners or the Owners’ Financiers (if any)) in proportion to the gross claims made by or paid to each of them and that they shall do all things necessary and provide all documents, evidence and information to enable the Owners and the Owners’ Financiers (if any) in accordance with the terms of the loss payable clause, to collect or recover any moneys which at any time become payable in respect of the Obligatory Insurances;

(b)	whenever the Owners require in respect of any Owners’ Financiers:

(i)

in respect of fire and other usual marine risks and war risks, name (or be amended to name) the same as additional named assured for their rights and interests, warranted no operational interest and with full waiver of rights of subrogation against such Owners’ Financier, but without such financiers thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(ii)

in relation to protection and indemnity risks, name (or be amended to name) the same as additional insured or co-assured for their rights and interests to the extent permissible under the relevant protection and indemnity club rules; and

(iii)

such directions for payment in accordance with the terms of such relevant loss payable clause, as the Owners and the Owners’ Financiers (if any) may specify;

(c)	provide that all payments by or on behalf of the insurers under the Obligatory Insurances to the Owners and/or the Owners’ Financiers (as applicable) shall be made without set-off, counterclaim, deduction or condition whatsoever;

(d)	provide that such Obligatory Insurances shall be primary without right of contribution from other insurances which may be carried by the Owners or the Owners’ Financiers (if any);

(e)	provide that the Owners and/or the Owners’ Financiers (if any) may make proof of loss if the Charterers fail to do so; and

(f)

provide that if any Obligatory Insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Owners and/or the Owners’ Financiers (if any), or if any Obligatory Insurance is allowed to lapse for non-payment of premium, such cancellation, change or lapse shall not be effective with respect to the Owners and/or the Owners’ Financiers (if any) for thirty (30) days after receipt by the Owners and/or the Owners’ Financiers (if any) of prior written notice from the insurers of such cancellation, change or lapse.

39.3

The Charterers shall:

(a)	at least fourteen (14) days prior to Delivery (or such shorter period agreed by the parties), notify in writing the Owners of the terms and conditions of all Insurances;

(b)

at least fourteen (14) days before the expiry of any Obligatory Insurance or otherwise before the change of appointment of any brokers (or other insurers) and any protection and indemnity or war risks association through which Obligatory Insurances are taken from time to time pursuant to this Clause 39 (Insurance), notify the Owners of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom the Charterers propose to renew or obtain that Obligatory Insurance and of the proposed terms of such renewed or new insurance cover and obtain the Owners’ approval to such matters;

(c)	at least seven (7) days before the expiry of any Obligatory Insurance, procure that such Obligatory Insurance is renewed or to be renewed on its expiry date in accordance with the provisions of this Charter;

(d)

procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal or the effective date of the new insurance and protection and indemnity cover notify the Owners in writing of the terms and conditions of the renewal; and

(e)

as soon as practicable after the expiry of any Obligatory Insurance and within thirty (30) days after such expiry, deliver to the Owners a letter of undertaking as required by this Charter in respect of such Insurances for the Vessel as renewed pursuant to Clause 39.3 together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the interest of the Owners and/or the Owners’ Financiers (if any).

39.4

which they are to effect or renew and letter or letters of undertaking in a form required by the Owners or the Owners’ Financiers (if any) and including undertakings by the insurance companies and/or underwriters that:

(a)	they will have endorsed on each policy, immediately upon issuance, a loss payable clause and a notice of assignment complying with the provisions of this Charter and the Financial Instruments;

(b)	they will hold the benefit of such policies and such insurances, to the order of the Owners and/or the Owners’ Financiers (if any) and/or such other party in accordance with the said loss payable clause;

(c)	they will advise the Owners and the Owners’ Financiers (if any) promptly of any material change to the terms of the Obligatory Insurances of which they are aware;

(d)

they will notify the Owners and the Owners’ Financiers (if any) not less than fourteen (14) days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Charterers and, in the event of their receiving instructions to renew, they will promptly notify the Owners and the Owners’ Financiers (if any) of the terms of the instructions; and

(e)

if any of the Obligatory Insurances form part of any fleet cover, the Charterers shall procure that the insurance broker(s), or leading insurer, as the case may be, undertakes to the Owners and the Owners’ Financiers (if any) that such insurance broker or insurer will not set off against any sum recoverable in respect of a claim relating to the Vessel under such Obligatory Insurances any premiums due in respect of any other vessel under any fleet cover of which the Vessel forms a part or any premium due for other insurances, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums, and they will not cancel such Obligatory Insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Owners or the Owners’ Financiers (if any) and where practicable.

39.5

The Charterers shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provides the Owners and the Owners’ Financiers (if any) with:

(a)	a copy of the certificate of entry for the Vessel as soon as such certificate of entry is issued;

(b)	a letter or letters of undertaking in such form as may be required by the Owners or the Owners’ Financiers (if any) or in such association’s standard form; and

(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.

39.6

The Charterers shall ensure that all policies relating to the Obligatory Insurances are deposited with the approved brokers (if any) through which the insurances are effected or renewed.

39.7

The Charterers shall procure that all premiums or other sums payable in respect of the Obligatory Insurances are punctually paid and produce all relevant receipts when so required by the Owners.

39.8

The Charterers shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

39.9

The Charterers shall neither do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum payable under an Obligatory Insurance repayable in whole or in part and, in particular:

(a)

the Charterers shall procure that all necessary action is taken and all requirements are complied with which may from time to time be applicable to the Obligatory Insurances, and (without limiting the obligations contained in this Clause) ensure that the Obligatory Insurances are not made subject to any exclusions or qualifications to which the Owners have not given their prior approval (unless such exclusions or qualifications are made in accordance with the rules of a protection and indemnity association which is a member of the International Group of Protection and Indemnity Clubs);

(b)

the Charterers shall not make or permit any changes relating to the classification or the classification society of the Vessel or, subject to procuring the provision of a replacement manager’s undertaking in substantially the same form as the Manager’s Undertaking, any changes to the manager or operator of the Vessel unless such changes have, if required, first been approved by the underwriters of the Obligatory Insurances and the Owners or the Owners’ Financiers (if any);

(c)

the Charterers shall procure that all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation) are made and the Charterers shall promptly provide the Owners with copies of such declarations and a copy of its valid certificate of financial responsibility; and

(d)

the Charterers shall not employ the Vessel, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the Obligatory Insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

39.10

The Charterers shall not make or agree to any material alteration to the terms of any Obligatory Insurance nor waive any right relating to any Obligatory Insurance without the prior written consent of the Owners.

39.11

The Charterers shall not settle, compromise or abandon any claim under any Obligatory Insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Owners to collect or recover any moneys which at any time become payable in respect of the Obligatory Insurances.

39.12

The Charterers shall provide the Owners upon written request, copies of all material communications between the Charterers and:

(a)	the approved brokers;

(b)	the approved protection and indemnity and/or war risks associations; and

(c)	the approved insurers and/or underwriters,

which relate directly or indirectly to:

(i)

the Charterers’ obligations relating to the Obligatory Insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(ii)

any credit arrangements made between the Charterers and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the Obligatory Insurances; and

(iii)

any communication with any party involved in case of a claim under any of the Vessel’s insurances.

39.13

The Charterers shall promptly provide the Owners (or any persons which they may designate) with any information which the Owners may request for the purpose of:

(a)

obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the Insurances (including but not limited to the report obtained under Clause 39.16); or

(b)

effecting, maintaining or renewing any such insurances as are referred to in Clause 13(a) (Insurance and Repairs) or this Clause 39 (Insurance) or dealing with or considering any matters relating to any such insurances;

39.14

The Charterers shall upon demand fully indemnify the Owners (including if requested by the Owners, make direct payment to the relevant insurer or broker for the same) in respect of all premiums and other expenses which are incurred by:

(a)

the Owners in connection with or with a view to effecting, maintaining or renewing an innocent owners interest insurance and an innocent owners additional perils insurance or any similar protective shipowner insurance that is taken out in respect of the Vessel; and/or

(b)

the Owners’ Financiers (if any) in connection with or with a view to effecting, maintaining or renewing a mortgagee’s interest insurance, a mortgagee’s additional perils insurance, all protection and indemnity insurance that is taken out in respect of the Vessel,

in each case as referred to in paragraphs (a) and (b) above, in an amount not exceeding one hundred and twenty per cent (120%) of the Owners’ Costs from time to time and on such other terms, through such insurers and generally in such manner as the Owners or the Owners’ Financiers (as the case may be) may from time to time consider appropriate.

39.15

The Charterers shall be solely responsible for and indemnify the Owners in respect of all loss or damage to the Vessel (insofar as the Owners shall not be reimbursed by the proceeds of any insurance in respect thereof) however caused occurring at any time or times before physical possession thereof is retaken by the Owners, with only reasonable wear and tear to the Vessel excepted.

39.16

The Charterers shall reimburse or indemnify the Owners for any expenses incurred or to be incurred by the Owners in obtaining a detailed report signed by an independent firm of marine insurance brokers approved by the Owners dealing with the Obligatory Insurances and stating the opinion of such firm as to the adequacy of the Obligatory Insurances:

(a)	when an agreed form of such detailed report satisfactory to the Owners is obtained as a condition precedent requirement under Part A of Schedule 2 (Conditions Precedent) of this Charter;

(b)	when the Owners procure the issuance of such detailed report no more than once every calendar year, unless a Termination Event has occurred in which case such reports may be procured at the Charterer’s cost at any such time; and

(c)

further from time to time upon the Owners’ demand where, in the Owners’ opinion, at any time during the Charter Period there has been a material change in the terms of the Insurances and/or a change in the circumstances which would materially adversely affect the adequacy of the Obligatory Insurances.

39.17

The Charterers shall:

(a)

keep the Vessel insured at their expense against such other risks (not including loss of hire or earnings risks) which the Owners and the Owners’ Financiers (if any) consider reasonable for a prudent shipowner or operator to insure against for trading, management, operational and/or safety purposes at the relevant time (as notified by the Owners) and which risks are, at that time, generally insured against as market practice by owners or operators of vessels similar to the Vessel and having regard to the availability of such cover in the insurance market at that time; and

(b)	upon demand fully indemnify the Owners in respect of all premiums and other expenses incurred by the Owners in respect of any other insurances which the Owners deem necessary and takes out in respect of the Vessel.

CLAUSE 40 – WARRANTIES RELATING TO VESSEL

40.1

It is expressly agreed and acknowledged that the Owners are not the manufacturer or original supplier of the Vessel but that the Owners (in their capacity as buyers) have purchased the Vessel from the Charterers (in their capacity as sellers) pursuant to the MOA at the request of the Charterers, for the purpose of then chartering the Vessel to the Charterers hereunder and that no condition, term, warranty or representation of any kind is or has been given to the Charterers by or on behalf of the Owners in respect of the Vessel (or any part thereof).

40.2

All conditions, terms or warranties express or implied by the law relating to the specifications, quality, description, merchantability or fitness for any purpose of the Vessel (or any part thereof) or otherwise are hereby expressly excluded.

40.3

The Charterers agree and acknowledge that the Owners shall not be liable for any claim, loss, damage, expense or other liability of any kind or nature caused directly or indirectly by the Vessel or by any inadequacy thereof or the use or performance thereof or any repairs thereto or servicing thereof and the Charterers shall not by reason thereof be released from any liability to pay any Charterhire or other payment due under this Charter.

CLAUSE 41 – TERMINATION AND REDELIVERY

41.1

Upon termination of the leasing of the Vessel under this Charter pursuant to Clause 47.2, the Charterers shall be obliged to pay the Owners the Termination Sum on the Termination Date and it is hereby agreed by the parties hereto that:

(a)	without prejudice to Clause 42.2, the obligation to pay the Termination Sum is a continuing obligation and shall survive the termination of the leasing of the Vessel under this Charter and shall continue in full force and effect until irrevocably and unconditionally paid in full;

(b)	payment of the Termination Sum is deemed to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners’ risk of the Charterers failing to perform its obligations under this Charter; and

(c)

the Termination Sum shall, depending on the nature of the Termination Event(s) on the basis of which the Owners serve a Termination Notice, be either an obligation to pay damages following acceptance by the Owners of a breach of condition by the Charterers or an obligation to pay an agreed sum in specified circumstances which do not involve a breach of contract by the Charterers.

41.2

If the Charterers fail to make any payment of the Termination Sum on the Termination Date, Clause 37.6 shall apply and the Owners shall be entitled to exercise their rights under Clause 42 (Sale of Vessel by the Owners in the event of Non-Payment of Termination Sum).

41.3

Concurrently with the unconditional and irrevocable payment of the Termination Sum in full pursuant to the terms of this Charter, this Charter shall terminate and the Owners shall (save in the event of Total Loss or in the event that the Vessel has been sold or contracted to be sold pursuant to Clause 42 (Sale of Vessel by the Owners in the event of Non-Payment of Termination Sum)), at the cost of the Charterers, transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Charterers or their nominees free from any registered mortgages, encumbrances, liens, debts or claims incurred or permitted by the Owners (save for those liens, encumbrances and debts incurred by the Charterers or arising out of or in connection with this Charter), and shall execute a bill of sale and a protocol of delivery and acceptance evidencing the same and such sale shall be completed otherwise in accordance with Clause 56.1(a) and 56.1(b).

41.4

The Charterers hereby undertake to indemnify the Owners against any claims incurred in relation to the Vessel prior to such transfer of ownership. Any taxes, notarial, consular and other costs, charges and expenses connected with closing of the Owners’ register shall be for the Charterers’ account.

41.5

On natural expiration of this Charter, unless the Purchase Option Price or the Mandatory Sale Price is paid by the Charterers in accordance with Clause 56 (Sale of the Vessel), the Charterers shall re-deliver the Vessel to the Owners in accordance with Clause 41.6 and shall ensure that they have fulfilled their obligations under this Charter and made payment of all Charterhire and all other moneys pursuant to the terms of this Charter. In such case, the Charterers shall give the Owners not less than 30/20/10/5 running days’ preliminary notice of expected date and range of ports or places of redelivery not less than 5/3/2/1/ running days’ definite notice of expected date and port or place of redelivery. Any changes thereafter in the Vessel’s position shall be notified immediately to the Owners.

41.6

If the Charterers are required to redeliver the Vessel to the Owners pursuant to the terms of this Charter, the Vessel shall be redelivered and taken over safely afloat at a safe and accessible berth or anchorage in such location as the Owners may reasonably require (which, for the avoidance of doubt, shall exclude any war listed area declared by the Joint War Committee). The Charterers shall ensure that, at the time of redelivery to the Owners, the Vessel:

(a)

be in an equivalent class as she was as at the Commencement Date and without any recommendations or conditions and with valid certificates for not less than six (6) months and free of average damage affecting the Vessel’s classification and in the same or as good structure, state, condition and classification as that in which she was deemed on the Commencement Date, fair wear and tear not affecting the Vessel’s classification excepted;

(b)	has passed her 5-year special survey (if applicable), and subsequent second intermediate surveys and drydock at the Charterers’ time and expense without any overdue recommendations or conditions to the satisfaction of the Approved Classification Society;

(c)	‘has her survey cycles up-to-date and trading and class certificate valid for at least the number of months agreed in Box 17;

(d)	be re-delivered to the Owners together with all spare parts and spare equipment as were on board at the time of Delivery, and any such spare parts and spare equipment on board at the time of re-delivery shall be taken over by the Owners free of charge;

(e)	be free of any cargo and Security Interest (save for the Security Interests granted pursuant to the Financial Instruments, if any) subject to the terms of any sub-charter which the Owners have approved pursuant to the terms of this Charter;

(f)	be free of any crew and officers unless otherwise instructed by the Owners;

(g)	be free of any charter or other employment (unless the Owners wish to retain the continuance of any prevailing charter or as otherwise agreed by the Owners in their absolute discretion or unless such sub-charter has been approved by the Owners pursuant to the terms of this Charter); and

(h)	have such amount of bunkers on board the Vessel as would be sufficient to enable the Vessel to sail to the nearest bunker port in compliance with all bunkering fuel content regulations then applicable in such place of redelivery.

41.7

The Charterers warrant that they will not permit (or request any sub-charterer not to) the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within any time period required by this Clause 41 (Termination and Redelivery). Notwithstanding the above, should the Charterers fail to redeliver the Vessel within any time period required by this Clause 41 (Termination and Redelivery), the Charterers shall pay the daily equivalent to the rate of Charterhire plus ten per cent. (10%) or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded.

41.8

If the Charterers are required to redeliver the Vessel to the Owners pursuant to the terms of this Charter other than pursuant to Clause 42.1(a), the Owners and Charterers shall mutually appoint a surveyor (the “Joint Surveyor”) for the purpose of determining and agreeing in writing the condition of the Vessel at the time of such redelivery. The Charterers shall provide the Joint Surveyor with all such facilities and access to the Vessel as may be required to enable the Joint Surveyor to conduct its survey of the Vessel and shall take all such actions as may be reasonably recommended by the Joint Surveyor to ensure that the Vessel shall be redelivered in accordance with Clause 41.6.

41.9

If the Charterers are required to redeliver the Vessel to the Owners pursuant to Clause 42.1(a), the Owners shall appoint surveyors (the “Owners’ Surveyor”) for the purpose of determining and agreeing in writing the condition of the Vessel at the time of such redelivery. The Charterers shall provide the Owners’ Surveyor with all such facilities and access to the Vessel as may be required to enable the Owners’ Surveyor to conduct its survey of the Vessel and shall take all such actions as may be reasonably recommended by the Owners’ Surveyor to ensure that the Vessel shall be redelivered in accordance with Clause 41.6.

41.10

The Owners shall not be obliged to accept redelivery of the Vessel until the Owners are reasonably satisfied that all conditions for the redelivery of the Vessel under this Charter (including without limitation, Clause 41.6) are met, and the Vessel shall (if the redelivery is at the end of the Charter Period) continue to be on-hire under the terms of this Charter until such redelivery. The Owners reserve all rights to recover from the Charterers any costs, expense and/or liabilities incurred or suffered by them (including without limitation, the costs of any repairs which may be required to restore the Vessel to the condition required by Clause 41.6 as a result of the Vessel not being redelivered in accordance with the terms of this Charter.

41.11

The Owners shall, at the time of the redelivery of the Vessel, take over all bunkers, lubricating oil, unbroached provisions, paints, ropes, other consumable stores and spare parts in the Vessel at no cost to the Owners.

CLAUSE 42 – SALE OF VESSEL BY THE OWNERS IN THE EVENT OF NON-PAYMENT OF TERMINATION SUM

42.1

The Charterers agree that should the Termination Sum not be paid on the Termination Date:

(a)

save as required to comply with this Clause 42.1, the Charterers’ right to possess and operate the Vessel shall immediately cease and (without in any way affecting the Charterers’ obligation to pay the Charterer the Termination Sum and comply with its other obligations under this Charter) the Charterers shall hold the Vessel as gratuitous bailee only to the Owners, the Charterers shall procure that the master and crew follow the orders and directions of the Owners and the Charterers shall, upon the Owners’ request (at Owners’ sole discretion), be obliged to immediately (and at the Charterers’ own cost) redeliver the Vessel to the Owners at such ready and nearest safe port or location as the Owners may require and for the avoidance of doubt, any such redelivery shall not extinguish the Owners’ right to recover the Termination Sum from the Charterers under this Charter;

(b)

the Owners shall be entitled (at Owners’ sole discretion) to operate the Vessel as they may require and may create whatsoever interests thereon, including without limitation charterparties or any other form of employment contracts provided that the Earnings of the Vessel during such period less its operational expenses (the “Net Trading Proceeds”) shall be applied against the Termination Sum and any other amounts payable under the Leasing Documents pursuant to Clause 64 (General Application of Proceeds) provided, that if such use of the Vessel results in the Owners suffering a loss then such losses shall be included in the indemnities contained in Clause 57 (Indemnities) and be added to the Termination Sum; and

(c)

identify a purchaser for the Vessel (a “Nominated Purchaser”) and the Owners may sell the Vessel to such Nominated Purchaser subject to all the following conditions being satisfied:

(i)the Nominated Purchaser is acceptable to the Owners; and

(ii)

the price to be paid by the Nominated Purchaser (after deducting any commissions, taxes and other costs of sale) is equal to or more than the applicable Termination Sum (unless otherwise agreed by the Owners in their absolute discretion) unless the shortfall is paid by any Obligor or member of the Group on or before such sale,

and any net sale proceeds (after deducting all fees, taxes, disbursements and any other costs and expenses incurred by the Owners in connection with such sale) (the “Net Sales Proceeds”) derived from any such sale to a Nominated Purchaser or any other person shall be applied towards reduction of the Termination Sum in accordance with Clause 64 (General Application of Proceeds). If the Net Sales Proceeds are not sufficient to settle the Termination Sum in full, the Charterers shall remain liable to pay the shortfall and default interest shall continue to accrue on the unpaid portion of the Termination Sum in accordance with Clause 37.6. The above is without prejudice to all of the Owners’ rights under the Leasing Documents (including to sell the Vessel to any person they deem fit) should there be no agreement as to the Nominated Purchaser.

42.2

Notwithstanding Clause 42.1, the Owners may, by written notice to the Charterers at any time after the expiry of the Nomination Period (if applicable pursuant to Clause 42.1(c) above), elect to retain the Vessel instead of selling the Vessel under Clause 42.1(c) above (with such option to elect to retain the Vessel to take effect from such date as they may nominate after the expiry of the Nomination Period Period (if applicable pursuant to Clause 42.1(c) above) (regardless of date of the notice)), and in doing so, the Owners shall first obtain the Fair Market Value of the Vessel (after deducting any commissions, taxes and costs which would be likely to be incurred in connection with a sale of the Vessel) not later than ten (10) days after the date of such nomination and if the Fair Market Value (less such deductions) of the Vessel is less than the Termination Sum as of the date of the determination of the Fair Market Value, the Charterers shall immediately pay the difference to the Owners upon the Owners’ demand. If the Fair Market Value of the Vessel (subject to the aforesaid deductions) exceeds the Termination Sum as at such date, the Owners shall within thirty (30) days (of the date of the notice) pay the difference to the Charterers.

CLAUSE 43 – TOTAL LOSS

43.1

Throughout the Charter Period, the Charterer shall bear the full risk of any Total Loss of or any other damage to the Vessel howsoever arising. If the Vessel becomes a Total Loss after Delivery, the Charterer shall, subject to Clause 43.2, pay the Total Loss Termination Sum to the Owners on the Total Loss Payment Date. Upon such receipt by the Owners of the Total Loss Termination Sum, this Charter shall terminate (without prejudice to any provision of this Charter expressed to survive termination) but until such receipt, the Charterers shall remain liable to make all payments of Charterhire and all other amounts to the Owners under this Charter, notwithstanding that the Vessel has become a Total Loss.

43.2

Owners’ Financiers in accordance with the terms of the relevant loss payable clause). The obligation of the Charterers to pay the Total Loss Termination Sum shall remain unaffected and exist regardless of whether any of the insurers have agreed or refused to meet or has disputed in good faith, the claim for Total Loss.

43.3

If the Total Loss Proceeds unconditionally received by the Owners or the Owners’ Financiers in accordance with the terms of the relevant loss payable clause) are less than the Total Loss Termination Sum, the Charterers shall pay such shortfall to the Owner on the Total Loss Payment Date.

43.4

The Owners shall have no obligation to supply to the Charterers with a replacement vessel following the occurrence of a Total Loss.

CLAUSE 44 – FEES AND EXPENSES

44.1

The Charterers shall pay to the Owners a non-refundable arrangement fee (the “Arrangement Fee”) in the amount and at the times agreed in the Fee Letter.

44.2

All costs and expenses including, but not limited to documented legal costs, expenses and other disbursements reasonably incurred by the Owners and each of their legal counsels in relation to preparing, negotiating and executing this Charter and the Leasing Document, shall be for the account of the Charterers (regardless of whether the transaction contemplated by the Leasing Documents actually completes).

44.3

If:

(a)	the Charterers request an amendment, waiver or consent;

(b)	the Charterers make a request to re-register the Vessel in another Flag State; or

(c)	an amendment is required to address the fact that the Screen Rate is not or is likely not to be available for Dollars,

the Charterers shall, on demand, reimburse the Owners for the amount of all costs and expenses (including legal fees) incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement (including, for the avoidance of doubt, any amounts the Owners have to pay under the terms of the Financial Instruments).

44.4

All documented costs and expenses incurred by the Owners in relation to the acquisition, registration of title of the Vessel in the Owners’ name in the Flag State together with any and all fees (including but not limited to any vessel registration and tonnage fees and the Owners’ initial and ongoing registration and maintenance costs if required to be registered as a foreign maritime entity or the appointment of resident agents under the laws of the Flag State) payable by the Owners to register, maintain and/or renew such registration, shall be for the account of the Charterers. Without prejudice to the foregoing, if the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to establish and maintain such physical presence or office shall be for the account of the Charterers. The Charterers shall promptly provide the Owners with evidence of payment of the annual register/tonnage tax amounts payable to the Flag State or any other aforesaid costs, expenses and/or taxes when the same fall due.

44.5

All documented costs and expenses (including legal fees) incurred by the Owners in relation to the transfer of title of the Vessel by the Owners to the Charterers and the re-delivery of the Vessel by the Charterers to the Owners pursuant to Clause 41 (Termination and Redelivery) shall be for the account of the Charterers.

44.6

The Charterers shall, on demand, pay to the Owners the amount of all documented costs and expenses (including legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Leasing Document, including, without limitation, any action brought by the Owners to arrest or recover possession of the Vessel, and with any proceedings instituted by or against the Owners as a consequence of it entering into a Leasing Document or enforcing those rights.

CLAUSE 45 – NO WAIVER OF RIGHTS

45.1

No neglect, delay, act, omission or indulgence on the part of either Party in enforcing the terms and conditions of this Charter or any other Leasing Document (to which they are party to) shall prejudice the strict rights of that Party or be construed as a waiver thereof nor shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.

45.2

No right or remedy conferred upon either Party by this Charter or any other Leasing Document shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies shall be cumulative.

CLAUSE 46 – NOTICES

46.1

Any notice, certificate, demand or other communication to be served, given, made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to any other valid method or giving, making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address:


(a)	to the Owners:	c/o CMB Financial Leasing Co., Ltd.
		21F, China Merchants Bank Building
		No. 1088 Lujiazui Ring Road
		Shanghai 200120
		The People’s Republic of China

		Attention:
		Email:
		Tel:

(b)	to the Charterers:	c/o OET CHARTERING INC.
		Ethnarchou Makariou & D. Falireos Str. 2
		185 47, Neo Faliro, Piraeus, Greece

		Attention:
		Email:
		Tel:

or, if a party hereto changes its address or email address, to such other address (or email address) as that party may notify to the other.

46.2

Any such communication shall be deemed to have reached the party to whom it was addressed (a) when delivered (in case of a registered letter), or (b) when actually received in readable form (in case of an email). A notice or other such communication received on a non-working day or after 5.00 p.m. in the place of receipt shall be deemed to be served on the next following working day in such place.

CLAUSE 47 – TERMINATION EVENTS

47.1

The Owners and the Charterers hereby agree that any of the following events shall constitute a Termination Event:

(a)	any Obligor fails to pay or the Owners do not receive on the due date any amount payable pursuant to a Leasing Document, unless such failure to pay is caused by a technical error and payment is made within three (3) Business Days of its due date;

(b)	the Charterers breach or omit to observe or perform or procure the performance of any of the undertakings in Clauses 50.1(f), Clause 51 (Financial Covenants), Clause 52 (Valuations), 53.1(b), 53.1(c) and failed to remedy the breach in relation to the Delisting in Clause 50.1(i) above;

(c)	the Charterers fail to obtain and/or maintain the Insurances required under Clause 39(Insurance) in accordance with the provisions thereof (or any insurer in respect of such Insurances cancels the Insurances or disclaims liability with respect thereto);

(d)

any Obligor commits any other breach of, or omits to observe or perform, any of their other obligations or undertakings in any Leasing Document (other than a breach referred to in paragraphs (a) to (c) above) or any Approved Manager breaches any provision of, or omits to observe or perform, any of their obligations or undertakings in any Manager’s Undertaking unless such breach or omission is in the reasonable opinion of the Owners, remediable and the relevant Obligor or Approved Manager remedies such breach or omission to the satisfaction of the Owners within fifteen (15) Business Days of the earlier of (i) the date of the notice thereof from the Owners or (ii) upon the relevant Obligor or Approved Manager becoming aware of the same;

(e)	any representation or warranty made by or on behalf of an Obligor, in or pursuant to any Leasing Document to which it is a party, in the reasonable opinion of the Owners, proves to be materially untrue or misleading when it is made;

(f)	any of the following occurs in relation to any Financial Indebtedness of any Obligor:

(i)

any Financial Indebtedness is not paid when due or not paid within any originally applicable grace period;

(ii)

any Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described) and following the expiry of any applicable grace period;

(iii)

any commitment for any Financial Indebtedness is cancelled or suspended by any of its creditors as a result of an event of default (however described) and following the expiry of any applicable grace period;

(iv)

any of its creditors becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described) and following the expiry of any applicable grace period; or

(v)

any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of such Obligors ceases to be available or becomes capable of being terminated or declared due and payable or cash cover is required or becomes capable of being required, as a result of any termination event or event of default (howsoever defined),

provided that no Termination Event will occur under this paragraph (f) in respect of the Guarantor if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (v) above (for the Guarantor) is less than US$10,000,000 (or its equivalent in any other currency or currencies);

(g)	any of the following occurs in relation to any Obligor:

(i)

it becomes unable to pay its debts as they fall due;

(ii)

any administrative or other receiver is appointed over all or a substantial part of its assets unless as part of a solvent reorganisation which has been approved in writing by the Owners;

(iii)

it makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent or a winding up or administration order is made in relation to it, or its members or directors of pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business or it makes any formal statement to the effect that it is reasonably likely to become insolvent;

(iv)

a petition is presented in any Relevant Jurisdiction for its winding up or administration, or the appointment of a provisional liquidator over it, unless the petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within twenty one (21) days of the presentation of the petition;

(v)

it petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of its debt (or certain of its debt) or arrangement with all or a substantial proportion (by number or value) of their creditors or of any class of them or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise;

(vi)

any meeting of its members or directors is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (ii), (iii), (iv) or (v) above;

(vii)

in a country other than England and Wales, any event occurs or any procedure is commenced which is similar to any of the foregoing described in paragraphs (ii), (iii), (iv) or (v) above;

(viii)

any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any of its asset or assets (other than a Total Loss of the Vessel);

(ix)

it fails to comply with or pay any sum due from it under any final judgment or any final order made or given by a court or tribunal of competent jurisdiction unless the aggregate sum is less than US$10,000,000 in aggregate in respect of the Guarantor; or

(x)

if it suspends or ceases to carry on (or threatens to suspend or cease carrying on) all or a material part of its business,

provided that in the case of an Obligor other than the Charterers and the Guarantor, the occurrence of any of the above events falling within sub-paragraphs (i) to (x) above in respect of such Obligor shall be a Termination Event only if it has or is reasonably likely to have a Material Adverse Effect.

(h)

any consent, approval, authorisation, license or permit necessary to enable the Charterers to operate or charter the Vessel or to enable any Obligor to (i) comply with any provision of a Leasing Document to which it is a party or (ii) ensure that the obligations of that Obligor or Approved Manager under such Leasing Document are legal, valid, binding or enforceable, is not granted, expires without being renewed, is revoked or becomes, at the relevant time, expressly liable to or otherwise subject to automatic revocation or any condition of such a consent, approval, authorisation, license or permit is not fulfilled or waived within any applicable grace period (resulting in such consent, approval, authorisation, licence or permit being, at the relevant time, subject to automatic revocation or expiration);

(i)	any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect;

(j)	an Obligor suspends or ceases carrying on its business;

(k)	the Security Interest constituted by any Security Document is in any way imperilled or in jeopardy or this Charter or any Leasing Document or any Security Interest created by a Security Document:

(i)

is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason or no longer constitutes valid, binding and enforceable obligations of any party to that document for any reason whatsoever; or

(ii)

is amended or varied without the prior written consent of the Owners, except for any amendment or variation which is expressly permitted by this Charter or any other relevant Leasing Document;

(l)	any Obligor or any Approved Manager rescinds, repudiates (or purports to rescind or repudiates or purports to repudiate) a Leasing Document;

(m)	it is or has become:

(i)

unlawful or prohibited, whether as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or

(ii)

contrary to, or inconsistent with, any regulation,

for any Obligor or Approved Manager to maintain or give effect to any of its obligations under any Leasing Document;

(n)	if it becomes unlawful in any applicable jurisdiction for the Owners to perform any of their obligations as contemplated by this Charter or any other Leasing Document to which they are a party;

(o)	any Termination Event (as defined in applicable Other Charter) occurs and is continuing under any Other Charter;

(p)	if as a result of any Sanctions, the Owners or the Owners’ Financiers are prohibited from performing any of their obligations under the Leasing Documents, the Financial Instruments or the transactions contemplated under each of these respective documents;

(q)

any lease, hire purchase agreement, charter or any other financing arrangement in respect of any Fleet Vessel (other than the Vessel and the Other Vessel) is terminated, cancelled or repudiated by the relevant lessor or owner or financier as a consequence of any termination event or event of default (howsoever defined therein).

(r)	if any Obligor:

(i)

is or becomes a Prohibited Person;

(ii)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(iii)

owns or controls a Prohibited Person;

(iv)

has a Prohibited Person serving as a director, officer or employee; or

(r)	a Change of Control occurs without the prior written consent of the Owners.

47.2

Notwithstanding and without prejudice to Clause 33 (Cancellation), upon the occurrence of any Termination Event which is continuing, the Owners may issue a written notice to the Charterers terminating this leasing of the Vessel under this Charter and demanding payment of the Termination Sum (the “Termination Notice”), whereupon the Charterers shall be obliged to pay the Termination Sum to the Owners on the date specified by the Owners in their sole discretion in the Termination Notice (the “Termination Date”).

47.3

For the avoidance of doubt, notwithstanding any action taken by the Owners following a Termination Event, the Charterers shall remain liable for the outstanding obligations on their part to be performed under this Charter including but not limited to all insurance, operational and maintenance covenants until such time as the Vessel is redelivered to the Owners in accordance with Clause 42 (Sale of Vessel by the Owners in the event of Non-Payment of Termination Sum), or the title is transferred to the Charterers in accordance with Clause 41.3 or the Vessel is sold in accordance with Clause 42 (Sale of Vessel by the Owners in the event of Non-Payment of Termination Sum).

47.4

Without limiting the generality of the foregoing or any other rights of the Owners, if a Termination Event occurs and it is continuing, the Charterers agree and acknowledge that the

Owners shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any action, suit or proceeding relating to or pertaining to the Vessel and this Charter, (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to this Charter, and settle, adjust or compromise any claims for loss, damage or destruction under, or take any other action in respect of, any such policy or policies and/or change or appoint a new manager for the Vessel and the appointment of any originally appointed manager may be terminated immediately without any recourse to the Owners.

47.5

Each Termination Event shall either be a breach of condition by the Charterers where it involves a breach of this Charter or any of the other Leasing Document by the Charterers or shall otherwise be an agreed terminating event, the occurrence of which gives rise to a right of the Owners to terminate the leasing of the Vessel under this Charter and to exercise its rights under this clause.

CLAUSE 48 – REPRESENTATIONS AND WARRANTIES

48.1

The Charterers represent and warrant to the Owners, save as otherwise stated in this Clause, as of the date hereof, and on each day henceforth until the last day of the Charter Period, as follows:

(a)	each of the Obligors is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b)	each Obligor and each Approved Manager has the corporate capacity and has taken all corporate actions to obtain and maintain all consents, approvals, authorisations, licenses or permits necessary or desirable for it:

(i)

to enable it lawfully to enter into, exercise its rights and comply with and perform its obligations under each of the Leasing Documents to which it is a party; and

(ii)

to make each of the Leasing Documents to which it is a party admissible in evidence in its Relevant Jurisdictions;

(c)	all consents, approvals, authorisations, licences or permits referred to in Clause 48(b) remain in full force and effect and nothing has occurred which makes any of them liable to revocation;

(d)	each Leasing Document to which an Obligor and Approved Manager is a party constitutes such Obligor’s and Approved Manager’s legal, valid and binding obligations enforceable against such party (and where expressed to be a deed, shall be enforceable as a deed) in accordance with its respective terms;

(e)	the entry into and performance by each Obligor and the transactions contemplated by, each Leasing Document to which such Obligors and Approved Manager is a party do not and will not conflict with:

(i)

any law or regulation applicable to it (including Anti-Money Laundering Laws, Anti-Bribery and Anti-Corruption Laws, Sanctions or laws relating to anti-trust or collusion and laws relating to human rights violation);

(ii)

its constitutional documents; and

(iii)

any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument;

(f)	the choice of governing law as stated in each Leasing Document and the agreement by the relevant parties thereto to refer disputes to the relevant courts or tribunals as stated in such Leasing Document are valid and binding against such parties;

(g)

under the laws of the Relevant Jurisdictions of each Obligor and Approved Manager it is not necessary for any of the Leasing Documents to which it is a party to be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Leasing Documents to which it is a party or the transactions contemplated by those Leasing Documents except payment of associated fees which registration, filings, taxes and fees will be made and paid promptly after the date of the relevant Leasing Documents to which it is a party;

(h)

each Security Document to which an Obligor or Approved Manager is a party does now or, as the case may be, will upon execution and delivery create, the Security Interests it purports to create over any assets to which such Security Interest, by its terms, relates, and such Security Interests will, when created or intended to be created, be valid and effective;

(i)

no party has any Security Interest (other than the Permitted Security Interests) or any other interest, right or claim over, in or in relation to the Vessel, this Charter, any moneys payable under any Leasing Document or over any assets which are, the subject of the Security Interests created or intended to be created by the Security Documents;

(j)

the obligations of each Obligor, under each Leasing Document to which it is a party, are the direct, general and unconditional obligations of such Obligor and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of each Obligor save for any obligation which is mandatorily preferred by law and not by virtue of any contract;

(k)	all payments which an Obligor is liable to make under any Leasing Document to which such Obligor is a party may be made by such party without deduction or withholding for or on account of any tax payable under the laws of their jurisdiction of incorporation;

(l)	no Obligor has failed to pay all taxes applicable to, or imposed on or in relation to it, its business or if applicable, the Vessel;

(m)	no Obligor has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect;

(n)	in relation to the Shipbuilding Contract:

(i)

all amounts due and payable to the Shipbuilding Contract on or prior to the date hereof have been fully and irrevocably paid to the Builder (receipt of which have been duly acknowledged by the Builder) and there are no outstanding amounts as at the date hereof which are due, owing or payable to the Builder thereunder; and

(ii)

on Delivery of the Vessel, there are no unresolved disputes and/or pending claims for payment between the Builder and the Charterers in respect of the Shipbuilding Contract or the Vessel (unless where notified to the Owners and where accepted by the Owners in writing prior to Delivery);

(o)

to the best of the Charterers’ knowledge, as at the date of this Charter, no Builder’s default nor buyer’s default under the Shipbuilding Contract has occurred which has not been waived unconditionally which will adversely affect the transfer of title of the Vessel under the MOA and/or chartering of the Vessel under this Charter;

(p)

no Obligor or other member of the Group, nor any of their subsidiaries, directors or officers, affiliates or any employee, has engaged in any activity or conduct which would violate any Anti-Bribery and Anti-Corruption Laws, laws pertaining to anti-terrorism or Anti-Money Laundering Laws in any applicable jurisdiction and each Obligor and Group member has instituted and maintained policies and procedures designed to prevent violation of such laws, regulations and rules;

(q)

no Obligor or other member of the Group, nor any of their subsidiaries, directors or officers, affiliates or employees, has taken or will take any action in furtherance of an offer, payment, promise to pay or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any government official (which shall include without limitation, any officer or employee of a government or government owned or controlled entity or of a public international organisation or any person acting in an official capacity for and on behalf of the foregoing or any political party or party official or candidate for public office) to influence official action or secure an improper advantage;

(r)	no Environmental Claim has been made against any Obligor or any other member of the Group;

(s)	no Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred;

(t)

no Termination Event or Potential Termination Event has occurred and is continuing or might reasonably be expected to result from the entry into and performance of this Charter or any other Leasing Document and no other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or to which its assets are subject;

(u)

no litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have been started against any Obligor which has or is reasonably likely to have a Material Adverse Effect;

(v)

the consolidated financial statements delivered pursuant to Clause 49.1(a) are prepared in accordance with IFRS consistently applied and give a true and fair view of (if audited) or fairly represent (if unaudited) the financial condition of each of the Charterers and the Guarantor as at the end of the period to which such financial statements relate;

(w)

since the date of the Original Financial Statements or as the case may be, the date of any more recent financial statements delivered pursuant to Clause 49.1(a), there has been no material adverse change in each of the Charterers and the Guarantor or the Group’s business, assets or financial condition;

(x)	in relation to any information provided by any Obligor (including any information in relation to the Shipbuilding Contract) for the purposes of this Charter:

(i)

such information was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;

(ii)

any financial projections contained in such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions, and

(iii)

nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading;

(y)	no corporate action, legal proceeding or other procedure or step described in Clause 47.1(g) or circumstances described in Clause 47.1(f) has been taken or exists or, to their knowledge, threatened in relation to an Obligor;

(z)	no Obligors, nor any of its assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

(aa)

for the purposes of the Regulation, the centre of main interest (as that term is used in Article 3(1) of the Regulation) of each Obligor is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction;

(bb)	no Obligor is a US Tax Obligor and none of them have established a place of business in the United States of America;

(cc)	no Obligor has established a place of business in the United Kingdom;

(dd)	no Obligor, Approved Manager, sub-charterer and no member of the Group:

(i)

is a Prohibited Person;

(ii)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(iii)

owns or controls a Prohibited Person; or

(iv)

has a Prohibited Person serving as a director, officer or, to the best of its knowledge, employee;

(ee)

no Obligor nor its respective directors, member, officers and employee, member of the Group, nor any sub-charterer is in breach of applicable Sanctions, has been or is currently being investigated on compliance with Sanctions, have received notice or are aware of any claim, action, suit or proceeding against any of them with respect to Sanctions, or have taken any action to evade the application of Sanctions; and

(ff)	any factual information provided by the Charterers (or on their behalf) to the Owners was true and accurate (including all information in relation to the Shipbuilding Contract) as at the date it was provided or as the date at which such information was stated.

CLAUSE 49 – GENERAL INFORMATION UNDERTAKINGS

49.1

The Charterers undertake that they shall comply or procure compliance with the following information undertakings commencing from the date hereof and up to the last day of the Charter Period:

(a)	they will send to the Owners:

(i)

as soon as possible, but in no event later than ninety (90) days after the end of the first half of each financial year of each of the Charterers and the Guarantor, the unaudited semi-annual combined financial accounts of the Guarantor and the unaudited management accounts of the Charterers;

(ii)

as soon as possible, but in no event later than one hundred and eighty (180) days after the end of each financial year of the Guarantor, the audited annual combined financial accounts of the Guarantor and the unaudited management accounts of the Charterers,

(b)

they will procure that each set of financial statements delivered pursuant to Clause 49.1(a) shall be in English and certified by a duly authorised officer of the relevant company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up;

(c)

they will promptly provide to the Owners, copies of all notices and minutes relating to any of their extraordinary shareholders’ meetings which are despatched to the shareholders or to their creditors or any class thereof and its constitutional documents where these have been amended or varied (to the extent not contrary to the other provisions of this Charter);

(d)	they will provide the Owners as soon as reasonably practicable upon becoming aware of them, the details of:

(i)

any litigation, arbitration or administrative proceedings or investigations relating to any alleged or actual breach of any Sanctions, laws pertaining to anti-terrorism or Anti-Money Laundering Laws which are current or pending against any Obligor, Approved Manager, other member of the Group, or, to the best knowledge of the Charterers, any sub-charterer;

(ii)

any litigation, arbitration or administrative proceedings or investigations relating to any other matters not referred to in paragraph (i) above (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) in relation to an Obligor; and

(iii)

any Termination Event or Potential Termination Event that has occurred (and the steps, if any, being taken to remedy it);

(e)

they will, promptly upon a request by the Owners, supply to the Owners a certificate signed by an officer on its behalf certifying that no Termination Event or Potential Termination Event has occurred (or if a Termination Event or Potential Termination Event has occurred, specifying the nature of the Potential Termination Event or Termination Event (and the steps, if any, being taken to remedy it);

(f)	they will, as soon as practicable upon the request of the Owners, provide the Owners with any additional financial or other information relating to:

(i)

themselves, any Obligor and/or the Vessel (including, but not limited to the condition and location of the Vessel, its Earnings and its Insurances);

(ii)

the Security Interests relating to any Leasing Documents;

(iii)

compliance of each Obligor and any Approved Manager with the terms of the Leasing Documents;

(iv)

the financial condition, business and operations of the Obligors; or

(v)

to any other matter relevant to, or to any provision of any Leasing Document to which it is a party,

which may reasonably be requested by the Owners at any time;

(g)	they shall provide details of the Vessel’s management and employment status (including the entry into any pooling arrangements) at least every six (6) months to the Owners upon a request by the Owners; and

(h)	they shall as soon as reasonable practicable notify the Owners in writing if any payments which they or any other Obligor, is liable to make under any Leasing Document is subject to deduction or withholding or any other tax whatsoever;

CLAUSE 50 – GENERAL UNDERTAKINGS

50.1

The Charterers undertake that they shall comply or procure compliance with the following general undertakings commencing from the date hereof and up to the last day of the Charter Period:

(a)

they will, and will procure that each other Obligor and each Approved Manager shall, obtain and promptly renew or procure the provision or renewal of and provide copies of, from time to time, any necessary consents, approvals, authorisations, licenses or permits of any regulatory body or authority for the transactions contemplated under each Leasing Document to which any Obligor and each Approved Manager is a party (including without limitation the sale, chartering and operation of the Vessel);

(b)	they will at their own cost, and will procure and each other Obligor and each Approved Manager, will:

(i)

ensure that any Leasing Document to which they are a party validly creates the obligations and the Security Interests which such Leasing Document purports to create; and

(ii)

without limiting the generality of paragraph (i), promptly register, file, record or enrol any Leasing Document to which they are a party with any court or authority in all Relevant Jurisdictions, pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which they are a party, give any notice or take any other step which, is or has become necessary or desirable for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Leasing Document creates;

(c)

they will not, and will procure each other Obligor and Approved Manager will not, create or permit to subsist any Security Interest over any of its assets which are, the subject of the Security Interests created or intended to be created by the Security Documents, unless with the prior written approval of the Owners and save for Permitted Security Interests;

(d)

they will not, and will procure each Obligor will not, change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it under 48.1(aa) and it will create no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction;

(e)	except with the Owners’ prior written consent, they will not, and will procure each other Obligor will not, make a substantial change to the general nature of their respective businesses from that carried on at the date of this Charter;

(f)	except with the Owners’ prior written consent or where expressly permitted under the Leasing Documents, they will not enter into any merger, amalgamation, demerger, solvent reorganisation or corporate reconstruction;

(g)	they will not:

(i)

enter into any borrowing except for loans from affiliates which are unsecured and fully subordinated to the Owners;

(ii)

incur any liabilities or obligations to any party except for those reasonably incurred in the ordinary course of operating, chartering, repairing and maintaining the Vessel;

(iii)

be the creditor in respect of any loan or any form of credit to any person;

(iv)

give or allow any to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which they assume any liability of any other person other than any guarantee or indemnity given under the Leasing Documents;

(v)

enter into any material agreement other than the Leasing Documents or any other agreement expressly allowed under any term of the Leasing Documents;

(vi)

enter into a single transaction or a series of transactions (whether related or not) to sell, lease, transfer or otherwise dispose of any asset (including without limitation the Vessel, its Earnings or its Insurances); and

(vii)

without prejudice to the above sub-paragraphs (i) to (vi), enter into any transaction (whether with another member of the Group or otherwise) which are, in any respect, less favourable than those which they could obtain an a bargain made at arms’ length;

(h)	they will not, and shall procure that the Guarantor shall not, following the occurrence of a Termination Event which is continuing or where any of the following would result in the occurrence of a Potential Termination Event or Termination Event:

(i)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its shares (or any class of its shares including any preferred shares);

(ii)

repay or distribute any dividend or share premium reserve;

(iii)

pay any management, advisory or other fee to or to the order of any of its shareholders; or

(iv)

redeem, repurchase, defease, retire or repay any of their shares or resolve to do so; and

(i)

they shall procure that a Delisting shall not occur provided that if a Delisting shall occur, then the Charterers shall, promptly and in any event no later than the date falling thirty (30) days from the date of such Delisting, make such prepayments or provide additional security to the satisfaction of the Owners.

CLAUSE 51 – FINANCIAL COVENANTS

51.1

The Charterers undertake that they shall procure that the Guarantor shall comply with the following financial covenants during the Charter Period:

(a)	the Guarantor’s Leverage Ratio shall not exceed seventy five per cent (75%).

(b)	the Guarantor shall maintain Liquid Assets (free of any Security and inclusive of any balances in time deposits) in an amount of not less than the higher of (i) $10,000,000 on an aggregate basis and (ii) $750,000 per Fleet Vessel;

(c)	the Guarantors’ Consolidated Net Worth shall not be less than $100,000,000.

51.2

In this Clause 51 (Financial Covenants):

“Accounting Information” means the annual audited combined financial accounts and the unaudited semi-annual combined financial accounts to be provided to the Owner in accordance with this Charter.

“Adjusted Total Assets” means, at any date, the amount which would be shown as “Total Assets” under the heading “ASSETS” in the balance sheet of the most recent Accounting Information as adjusted for the aggregate difference (positive or negative) between the book value (being the fixed asset value as per the most recent Accounting Information) and the Fleet Market Value minus the Liquid Assets.

“Consolidated Net Worth” means the aggregate of the Consolidated Market Value Adjusted Total Assets less the Consolidated Total Liabilities.

“Consolidated Current Assets” means the aggregate of the cash and marketable securities, trade and other receivables from persons other than a member of the Group realisable within one year, inventories and prepaid expenses which are to be charged to income within one year less any doubtful debts and any discounts or allowances given, in each case in relation to the Group, as stated in the then most recent and relevant Accounting Information.

“Consolidated Market Value Adjusted Tangible Fixed Assets” means the Fleet Market Value plus the book value (less depreciation computed in accordance with the IFRS consistently

applied) on a consolidated basis of all other tangible fixed assets of the Group (excluding the Fleet Vessels), as stated in the then most recent and relevant Accounting Information.

“Consolidated Market Value Adjusted Total Assets” means, at any relevant time, the aggregate of Consolidated Current Assets and Consolidated Market Value Adjusted Tangible Fixed Assets.

“Consolidated Total Liabilities” means the aggregate (as of the date of calculation) of all obligations of the Guarantor then outstanding for the payment or repayment of money as stated under “Total Liabilities” in the financial statements or, as the case may be, management accounts, then most recently required to be delivered pursuant to this Charter including, without limitation:

(a)

any amounts payable by the Guarantor under leases or similar arrangements over their respective periods;

(b)

any credit to the Guarantor from a supplier of goods or under any instalment purchase or other similar arrangement;

(c)

the aggregate amount then outstanding of liabilities and obligations of third parties to the extent that they are guaranteed by the Guarantor;

(d)

any contingent liabilities (including any taxes or other payments under dispute or arbitration) which have been or should be recorded in the notes to the Guarantor’s financial statements or, as the case may be, management accounts; and

(e)

any deferred tax liabilities.

“Fleet Market Value” means the aggregate Fair Market Value of the Fleet Vessels, and for the purpose of ascertaining the Fair Market Value of the Fleet Vessel, the definition of Fair Market Value in Clause 66 (Definitions) shall apply.

“Leverage Ratio” means, at any date, the ratio (expressed as a percentage) of:

(i)the Total Liabilities minus Liquid Assets; and

(ii)the Adjusted Total Assets.

“Liquid Assets” means, at any date, the amount of cash and cash equivalents which would be shown as “Cash and Cash Equivalents” under the heading “ASSETS” in the balance sheet of the most recent Accounting Information.

“Total Liabilities” means, at any date, the amount which would be shown as “Total current liabilities” plus the amount which would be shown as “Total non-current liabilities”, both under the heading “LIABILITIES AND SHAREHOLDERS’EQUITY” in the balance sheet of the most recent Accounting Information (which, for the avoidance of doubt, shall include potential leasing liabilities and shall only exclude shareholder loans when subordinated, non-interest bearing and not callable at will (minimum one year notice)).

51.3

is comparatively more favourable in terms of the financial covenants than the position of the Owners) under the agreements entered into or to be entered into in connection with any Financial Indebtedness owed by the Guarantor or a Group member to such creditor and agrees that it will and shall procure the Guarantor will promptly enter into such necessary documentation as may be required to amend and supplement (as applicable) this Charter and any applicable Leasing Document so as to reflect and incorporate such more favourable financial covenants into this Charter and any applicable Leasing Document (as the case may be).

CLAUSE 52 – VALUATIONS

52.1

The Charterers undertake that they shall comply or procure compliance with the following undertakings commencing from the date hereof and up to the last day of the Charter Period:

(a)	they shall at their cost:

(i)

provide to the Owners valuations of the Vessel (to be addressed to the Owners) to enable the Owners to determine the Initial Market Value of the Vessel;

(ii)

at least once per calendar year as requested by the Owners, provide to the Owners valuations of the Vessel (to be addressed to the Owners) to enable the Owners to determine the Fair Market Value of the Vessel; and

(iii)

at any time as requested by the Owners following the occurrence of a Termination Event or a Potential Termination Event, provide to the Owners valuations of the Vessel (to be addressed to the Owners) to enable the Owners to determine the Fair Market Value of the Vessel; and

(b)

if at any time, the Vessel’s Fair Market Value falls below an amount equivalent to one hundred and eighteen per cent (118%) of the Owners’ Costs (the “LTV Breach”, and the said difference between the Fair Market Value and the Owners’ Costs shall be referred to as the “shortfall” for the purposes of this paragraph) then the Charterers shall, promptly and in any event no later than the date falling thirty (30) days from the date which the valuations relating to the Vessel’s Fair Market Value are received by the Owners, make payment in an amount such as to eliminate the shortfall which payment shall be applied in the Owners’ sole discretion.

CLAUSE 53 – VESSEL UNDERTAKINGS

53.1

The Charterers undertake that they shall comply or procure compliance with the following Vessel and Sanctions related undertakings commencing from the date hereof and up to the last day of the Charter Period:

(a)	they will notify the Owners promptly upon becoming aware:

(i)

that any Environmental Claim has been made against the Charterers or in connection with the Vessel, or that any Environmental Incident has occurred;

(ii)

of any arrest or detention of the Vessel or any exercise or purported exercise of any lien on that Vessel or its Earnings or any requisition of the Vessel for hire;

(iii)

any modification or alteration of the Vessel of a value in excess of $1,000,000;

(iv)

any casualty or occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become, a Major Casualty; and

(v)

that a Total Loss has occurred,

and will keep the Owners fully up-to-date with all developments;

(b)

they will comply, and will procure that each other Obligor, each other member of the Group, and any sub-charterer will comply, with all Sanctions and all laws and regulations relating to them, the Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code (including the maintenance of an ISSC), all Environmental Laws, all Anti-Money Laundering Laws, laws pertaining to anti-terrorism, Anti-Bribery and Anti-Corruption Laws and the laws of the Vessel’s registry, and in particular, they shall effect and maintain a sanctions compliance policy which, inter alia, implements the recommendations of the Sanctions Advisory, to ensure compliance with all such laws and regulations implemented from time to time, including, without limitation they will, and will procure that each other Obligors, each other member of the Group and each sub-charterer will:

(i)

conduct their activities in a manner consistent with US and UN sanctions, as applicable;

(ii)

have sufficient resources in place to ensure execution of and compliance with their own sanctions policies by their personnel, e.g., direct hires, contractors, and staff;

(iii)

ensure subsidiaries and affiliates comply with the relevant policies, as applicable;

(iv)

have relevant controls in place to monitor automatic identification system (AIS) transponders;

(v)

have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;

(vi)

have controls to assess authenticity of bills of lading, as necessary; and

(vii)

have controls in place consistent with the Sanctions Advisory,

(c)	without limiting Clause 53.1(b), they will procure that:

(i)

the Vessel shall not be constructed, operated, employed, managed, used by or for the benefit of a Prohibited Person or in trading to or from a Prohibited Country, including calling at any port of a Prohibited Country;

(ii)

the Vessel shall not be used in any manner contrary to Sanctions, or in a manner that creates a risk that an Obligor will become a Prohibited Person;

(iii)

notwithstanding any other provision of this paragraph (c), the Vessel shall not be used in trading in any manner that creates a risk that the Vessel will become a Sanctioned Ship;

(iv)

the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner

which would result or would reasonably be expected to result in any Obligor or the Owners becoming a Prohibited Person; and

(v)

that each charterparty in respect of the Vessel shall contain, for the benefit of the Owners, language which gives effect to the provisions of Clause 53.1(c) as regards Sanctions and of this Clause and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions and which prohibits trading to any Prohibited Country;

(d)

they will, promptly notify the Owners and provide all information which may be relevant for the purposes of ascertaining whether the Obligors, the Approved Manager and any sub-charterer are in compliance with all laws and regulations and Sanctions applicable to and/or binding on them, and in particular, they shall notify the Owners in writing immediately upon being aware that any of the Charterers’ shareholders, directors, officers or employees is a Prohibited Person or has otherwise become a target of any Sanctions;

(e)

save with the Owners’ prior consent in writing (such consent not to be unreasonably withheld) they shall not agree or enter into, and shall procure that the Builder does not agree or enter into, any transaction, agreement, document or do or omit to do anything which will have the effect of varying, amending, supplanting or waiving any term of the Shipbuilding Contract relating to the Builder’s Warranties in a material manner;

(f)

save with the Owners’ prior consent in writing, they shall not agree or enter into, and shall procure that each Approved Manager does not agree or enter into, any transaction, arrangement, document or do or omit to do anything which will have the effect of varying, amending, supplementing or waiving any term of the relevant management agreement which would result in an annual increase of the management fee to more than twenty per cent. (20%) of the management fee payable under the relevant management agreement as at the date of this Charter;

(g)	they shall not:

(i)

change an Approved Manager unless such change in appointment is approved in writing by the Owners (such approval not to be unreasonably withheld or delayed) and provided that such substitute Approved Manager has (prior to accepting its appointment) entered into an undertaking in a form substantially similar to the Manager’s Undertaking or in such other form as may be acceptable to the Owners; or

(ii)

terminate or otherwise assign or transfer the relevant management agreement unless with the prior approval in writing by the Owners (such approval not to be unreasonably withheld or delayed);

(h)	with effect from and following Delivery, ensure that the Vessel will be registered in the Flag State under the name of the Owners;

(i)	the Vessel shall be classed with an Approved Classification Society upon Delivery at the highest classification available for vessels of its type and be free of all overdue recommendations or conditions, and maintain such class during the Charter Period;

(j)	unless with the Owners’ prior written consent (such consent not to be unreasonably withheld or delayed save that such qualification shall not apply following the occurrence of a Termination Event), they shall not deactivate or lay up the Vessel;

(k)	they shall not make any structural change to the Vessel without the prior written consent of the Owners other than a structural change that:

(i)

is mandatorily required by any applicable law and regulation; or

(ii)

relates to the installation of exhaust gas cleaning systems (scrubbers) and/or ballast water treatment systems (and in the case of the ballast water treatment system, the Charterers shall ensure that the same is installed and a USCG certificate of compliance regarding the same issued on a date prior to 1 July 2022); or

(iii)

would not, in the Owners’ reasonable opinion:

(A)

have a material adverse effect on the Vessel’s fitness for purpose;

(B)

materially alter the structure, type or performance characteristics of the Vessel; and/or

(C)

materially diminish the value of the Vessel or have a material adverse effect on the safety, performance or marketability of the Vessel,

and the Charterers shall provide the Owners with at least fifteen (15) days prior written notice of the commencement of any such alterations (as well as notification of such alterations being completed promptly after such completion) and shall provide the Owners with all information (including without limitation, any plans for the proposed modifications, repairs, replacement, installation or alteration, valuation reports and confirmation of class from the Approved Classification Society) as the Owners may require for the purposes of determining the matters set out in paragraphs (i) to (iii) above together with evidence that the Obligatory Insurances have been appropriately updated, and shall indemnify the Owners against all costs and expenses incurred by the Owners in connection with all such proposed modifications, repairs, replacement, installation or alteration of the Vessel and if such modification, repair or replacement or installation is approved or satisfies the requirements of this Clause, once effected, shall form part of the Vessel;

(l)

they will procure that each Approved Manager shall, upon the request of the Owners at the expense of the Charterers, furnish the Owners with an inspection report setting out such matters relating to the condition of the Vessel as the Owners may require on an annual basis and if a Termination Event occurs, at such other frequency as the Owners may otherwise require;

(m)	subject to the other terms of this Charter, the Charterers may freely sub-charter the Vessel save that the Owners’ prior written consent shall be required:

(i)

to any sub-bareboat or demise charter of the Vessel;

(ii)

to any other employment of the Vessel which would constitute an Assignable Sub-Charter (and upon the Owners’ consent the Charterers shall assign their rights and interests in such Assignable Sub-Charter to the Owners); and

(iii)

to any employment of the Vessel which does not permit a transfer of the registered ownership of the Vessel without the consent of the applicable sub-charterer;

(n)	they shall procure that all Earnings in connection with the Vessel are paid into the Operating Account and that the Charterers facilitate access by the Owners to information relating to the Operating Account;

(o)	they shall ensure that a minimum amount of $500,000 is maintained in the Operating Account at all times during the Charter Period; and

(p)

they shall, upon the request of the Owners and at the cost of the Charterers, on or before 31st July in each calendar year, supply or procure the supply to the Owners all information necessary in order for the Owners to comply with its or any Owners’ Financiers’ obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance relating to the Vessel for the preceding calendar year and, for the avoidance of doubt, such information shall be “Confidential Information” for the purposes of Clause 63 (Confidentiality) but the Charterers acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the Owners’ and/or Owners’ Financiers’ portfolio climate alignment.

(q)	they shall procure that the Vessel is free of encumbrances and liens (save for those created by the Owners or otherwise permitted in writing under the terms of this Charter).

CLAUSE 54 – INSPECTION OF VESSEL

54.1

Without prejudice to Clause 54.2 below, the Owners shall be entitled to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf:

(a)	to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained;

(b)	in dry-dock if the Charterers have not dry-docked the Vessel in accordance with Clause 10(g) (Periodical Dry-docking);

(c)	as may be required for classification purposes; and

(d)	for any other commercial reason they consider necessary,

and in doing so, the Charterers shall afford the Owners or their authorised surveyor with all proper facilities in relation to such inspection or survey.

54.2

The Owners shall be entitled to exercise its rights of inspection or survey as described under Clause 54.1 (Inspection of Vessel) once a year (subject to provision of reasonable prior notice) without interference to the operation of the Vessel save that upon the occurrence of a Termination Event or Potential Termination Event, the Owners shall have the right to inspect or survey the Vessel at any time (and for the avoidance of doubt, more than once a year).

54.3

The documented costs and fees for any inspection and survey permitted under this Clause shall be paid by the Charterers.

54.4

All time used in respect of inspection, survey or repairs pursuant to this Clause shall be for the Charterers’ account and form part of the Charter Period.

54.5

The Charterers shall also permit the Owners to inspect the Vessel’s log books or survey reports whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accidents or damage to the Vessel.

CLAUSE 55 – PURCHASE OPTION

55.1

The Charterers shall have the option (the “Purchase Option”) to purchase the Vessel on each anniversary date on and from the first (1^st) anniversary of the Commencement Date as specified in the Purchase Option Notice (as hereinafter defined) at the applicable Purchase Option Price, subject to the other terms of this Clause 55 (Purchase Option).

55.2

The Purchase Option shall be exercisable only:

(a)

upon the Charterers providing not less than sixty (60) days’ written notice (the “Purchase Option Notice”) to purchase the Vessel on a date specified therein (the “Purchase Option Date”) which shall fall on an anniversary of the Commencement Date on or after the first (1^st) anniversary of the Commencement Date or on the last day of the Charter Period (as the case may be) subject to Clause 60.1 (unless otherwise agreed by the Owners); and

(b)	in the absence of the occurrence of a Potential Termination Event or a Termination Event on or prior to either the date of the Purchase Option Notice or the Purchase Option Date.

55.3

The Purchase Option Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, will in each case be irrevocable and the Charterers shall be bound to pay to the Owners the Purchase Option Price on the Purchase Option Date.

55.4

The sale of the Vessel pursuant to the Charterers’ exercise of the Purchase Option shall be conducted in accordance with Clause 56 (Sale of the Vessel).

55.5

If the Charterers do not exercise the Purchase Option on or before the expiration of the Charter Period:

(a)	the Charterers shall pay the Option Premium to Owners on the last day of the Charter Period;

(b)

the Charterers shall on the last day of the Charter Period re-deliver the Vessel to the Owners in accordance with Clause 41.6 and shall ensure that they have fulfilled their obligations under this Charter and made payment of the Option Premium, all Charterhire and all other moneys pursuant to the terms of this Charter; and

(c)

the Owners shall be entitled (at Owners’ sole discretion) to sell or operate the Vessel as they may require. For the avoidance of doubt, the Charterers agree that should the Option Premium not be paid or not be paid in full on its due date for payment under the terms of this Charter, any net proceeds deriving from the sale or operation of the Vessel by the Owners shall not be applied towards reduction of the unpaid Option Premium, Charterhire or any other moneys due pursuant to the terms of this Charter.

CLAUSE 55A – MANDATORY SALE

If the Mandatory Sale Price becomes payable in accordance with Clause 37.5 (Changes to Interest Rate, Default Interest), the same shall be payable in consideration of the purchase and transfer of the legal and beneficial title of the Vessel pursuant to Clause 56 (Sale of the Vessel). The day on which the Mandatory Sale Price is paid pursuant to Clause 37.5 (Changes to Interest Rate, Default Interest) is a “Mandatory Sale Date” and such transfer of the Vessel provided therein is a “Mandatory Sale”.

CLAUSE 56 – SALE OF THE VESSEL

56.1

The sale of the legal and beneficial interest and title in the Vessel pursuant to the Charterers’ exercise of, as the case may be, the Charterers’ Purchase Option under Clause 55 (Purchase Option) or pursuant to Clause 41.3, or the completion of a Mandatory Sale under Clause 55A(Mandatory Sale) shall be on an “as is where is” and subject to the following terms and conditions:

(a)

no condition, warranty or representation of any kind is or has been given by or on behalf of the Owners in respect of the Vessel or any part thereof, and accordingly the Charterers hereby confirm that they have not, in entering into this Charter, relied on any condition, warranty or representation by the Owners or any person on the Owners’ behalf, express or implied, whether arising by law or otherwise in relation to the Vessel or any part thereof, including, without limitation, warranties or representations as to the description, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or operation of any kind or nature of the Vessel or any part thereof, and the benefit of any such condition, warranty or representation by the Owners is hereby irrevocably and unconditionally waived by the Charterers to the extent permissible under applicable law, and the Charterers hereby also waive any rights which they may have in tort in respect of any of the matters referred to above and irrevocably agree that the Owners shall have no greater liability in tort in respect of any such matter than they would have in contract after taking account of all of the foregoing exclusions. No third party making any representation or warranty relating to the Vessel or any part thereof is the agent of the Owners nor has any such third party authority to bind the Owners thereby. Notwithstanding anything contained above, nothing contained herein is intended to obviate, remove or waive any rights or warranties or other claims relating thereto which the Charterers (or their nominee) or the Owners may have against the manufacturer or supplier of the Vessel or any third party;

(b)	the Vessel shall be free from any registered mortgages incurred by the Owners (save for those mortgages, liens, encumbrances and debts arising out of or in connection with this Charter or the Leasing Documents);

(c)

the Purchase Option Price, Termination Sum or Mandatory Sale Price (as applicable) shall be paid by (or on behalf of) the Charterers to the Owners together with (without double counting) unpaid amounts of Charterhire, Breakfunding Costs (if applicable), default interest accruing under Clause 37.637.5 (if applicable), fees, expenses and any other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Purchase Option Date or the Termination Date or the Mandatory Sale Date (as the case may be) which remain unpaid; and

(d)

concurrently with the Owners receiving irrevocable payment of the Purchase Option Price or the Termination Sum or the Mandatory Sale Price (as applicable) and all other moneys payable under this Charter in full pursuant to the terms of this Charter, the Owners shall (save in the event of Total Loss) (at Charterers’ cost) transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Charterers or their nominees and shall (at Charterers’

cost) execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel, as well as procure the relevant ship registry to issue a certificate of title or any other evidence provided in accordance with the practice of such registry showing that the Vessel shall be free from any registered mortgages in favour of the Owners, to the Charterers and the relevant ship registry of the Vessel under the Charterers’ flag of choice (and to the extent required for such purposes, the Vessel shall be deemed first to have been redelivered to the Owners), provided that the Owners shall not be obliged to do anything which would (in its reasonable opinion) constitute a breach of the applicable QEL (if any). Any fees (including legal fees), costs or disbursements incurred by the Owners in connection with the Charterers’ exercise of the Purchase Option or transfer of the Vessel following payment of the Termination Sum or Mandatory Sale Price (as the case may be) shall be indemnified or reimbursed by the Charterers to the Owners upon the Owners’ demand on or prior to the Purchase Option Date or date of payment of the Termination Sum or Mandatory Sale Date (as applicable).

CLAUSE 57 – INDEMNITIES

57.1

The Charterers shall pay such amounts to the Owners, on the Owners’ demand, in respect of all documented claims, expenses, liabilities, losses, taxes, fees (including but not limited to any vessel registration and tonnage fees) suffered or incurred by or imposed on the Owners arising from this Charter and any Leasing Document, whether prior to, during or after termination of the leasing of this Charter, including without limitation:

(a)	as a result of incorporating the Owners in the relevant jurisdiction selected by the Charterers or required for the purpose of flying the flag of the Vessel in a particular jurisdiction;

(b)	in connection with delivery, possession, performance, control, registration, repair, survey, insurance, maintenance, manufacture, purchase, ownership or operation of the Vessel (including but not limited to any social security contributions);

(c)	in connection with the prevention or release of liens or detention of or requisition, use, operation, redelivery, sale or disposal of the Vessel (or any part of it) and/or whether prior to, during or after termination;

(d)	in connection with delay in the scheduled delivery date of the Vessel under the Shipbuilding Contract;

(e)	in connection with or following the occurrence of a Termination Event or Potential Termination Event (including without limitation, by reason thereof in re-taking possession or otherwise in acquiring the Vessel pursuant to Clause 38.3).

Without prejudice to its generality, this Clause covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code, the MARPOL Protocol, any Environmental Law or any Sanctions.

57.2

The Charterers hereby irrevocably agree to indemnify and hold harmless the Owners against all consequences or liabilities arising from the master, officers or agents signing bills of lading or other documents and any claim, expense, liability or loss incurred by the Owners in liquidating or employing deposits from the Owners’ Financiers or third parties to fund the acquisition of the Vessel pursuant to the MOA, the Head MOA and/or the Shipbuilding Contract.

57.3

Notwithstanding anything to the contrary herein (but subject and without prejudice to Clause 33 (Cancellation)) and without prejudice to any right to damages or other claim which the Charterers may have at any time against the Owners under this Charter, the indemnities provided by the Charterers in favour of the Owners shall continue in full force and effect notwithstanding any breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof or termination of this Charter by the Owners.

57.4

All rights which the Charterers have at any time (whether in respect of this Charter or any other transaction) against any Obligors shall be fully subordinated to the rights of the Owners under the Leasing Documents and until the end of this Charter and unless the Owners otherwise direct, the Charterers shall not exercise any rights which it may have (whether in respect of this Charter or any other transaction) by reason of performance by it of its obligations under any Leasing Document or by reason of any amount becoming payable, or liability arising, under this Clause:

(a)	to be indemnified by any Obligor;

(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Obligor under any Leasing Document;

(c)	to take any benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Obligor under any Leasing Document or of any other guarantee or security taken pursuant to, or in connection with, any Leasing Document by any Obligors;

(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of any Leasing Document;

(e)	to exercise any right of set-off against any Obligor; and/or

(f)	to claim or prove as a creditor of any Obligor,

and if the Charterers receive any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Owners by any Obligor or in connection with any Leasing Document to be repaid in full on trust for the Owners and shall promptly pay or transfer the same to the Owners.

CLAUSE 58 – NO SET-OFF OR TAX DEDUCTION

58.1

All Charterhire and any payment made from the Charterers to enable the Owners to pay all amounts under a Leasing Document shall be paid punctually and:

(a)	without any form of set-off, cross claim, condition or counterclaim;

(b)	free and clear of any tax deduction or withholding unless required by law; and

(c)	net of any bank charges or bank fees.

58.2

Without prejudice to Clause 58.1, if the Owners are required by law to make a tax deduction from any payment:

(a)	the Owners shall notify the Charterers as soon as they become aware of the requirement; and

(b)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

58.3

The Charterers shall (within three (3) Business Days of demand by Owners) pay to the Owners an amount equal to the loss, liability or cost which the Owners determine will be or has been (directly or indirectly) suffered for or on account of tax by the Owners in respect of a Leasing Document.

58.4

Clause 58.3 shall not apply:

(a)

with respect to any tax assessed on the Owners under the law of the jurisdiction in which the Owners are incorporated or, if different, the jurisdiction (or jurisdictions) in which the Owners are treated as resident for tax purposes if that tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Owners; or

(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clause 58.2.

58.5

Notwithstanding any other provision to this Charter, if any deduction or withholding or other tax is or will be required to be made by the Charterers or the Owners in respect of a payment to the Owners as a result of the Owners being incorporated in a particular jurisdiction, the Owners shall have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners and all costs in relation to such transfer shall be for the account of the Charterers.

58.6

If the Charterers compensate the Owners by an increased payment pursuant to Clauses 58.2 or 58.3 and the Owners determine that they have obtained and utilized a tax credit attributable to this increased payment, the Owners shall reimburse the Charterers that increased payment (or part thereof if the tax credit is attributable to only part of such increased payment).

CLAUSE 59 – INCREASED COSTS

59.1

This Clause 59 (Increased Costs) applies if the Owners notify the Charterers that they consider that as a result of:

(a)

the introduction or alteration after the date of this Charter of a law or an alteration after the date of this Charter in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Charter of a tax on the Owners’ overall net income); or

(b)

complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Owners allocates capital resources to their obligations under this Charter) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Charter,

the Owners (or a parent company of them) has incurred or will incur an “increased cost”.

59.2

In this Clause 59 (Increased Costs), “increased cost” means, in relation to the Owners:

(a)

an additional or increased cost incurred as a result of, or in connection with, the Owners or the Owners’ parent company having entered into, or being a party to, this Charter, or funding the acquisition of the Vessel pursuant to the MOA or performing their obligations under this Charter (including as a result of, or in connection with, incorporating itself in a particular jurisdiction as requested by the Charterers or in order to fly a particular flag in respect of the Vessel);

(b)

an additional or increased cost of funding or financing the acquisition of the Vessel pursuant to the MOA; or

(c)

a liability to make a payment or a return forgone, which is calculated by reference to any amounts received or receivable by the Owners under this Charter,

and for the purposes of this Clause, the Owners may in good faith allocate or spread costs an/or losses among their assets and liabilities (or any class of their assets and liabilities) on such basis as they consider appropriate.

59.3

Subject to the terms of Clause 59.1, the Charterers shall pay to the Owners, upon receipt of the Owners’ demand and any evidence thereto (where available to the Owners), the amounts which the Owners from time to time notify the Charterers to be necessary to compensate the Owners for the increased cost.

CLAUSE 60 – MISCELLANEOUS

60.1

Unless otherwise expressly stated to the contrary in this Charter, any payment which is due to be made on a day which is not a Business Day shall be made on the preceding Business Day instead.

60.2

If, at any time, any provision of any Leasing Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

60.3

The Charterers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Charter.

60.4

No term of this Charter is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Charter.

60.5

This Charter and each other Leasing Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Charter or that Leasing Document, as the case may be.

CLAUSE 61 – FATCA

61.1

Defined terms

For the purposes of this Clause 61 (FATCA), the following terms shall have the following meanings:

“Code” means the United States Internal Revenue Code of 1986, as amended.

“FATCA” means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Deduction” means a deduction or withholding from a payment under this Charter or the Leasing Documents required by or under FATCA.

“FATCA Exempt Party” means a Relevant Party that is entitled under FATCA to receive payments free from any FATCA Deduction.

“FATCA Non-Exempt Party” means any Relevant Party who is not a FATCA Exempt Party.

“IRS” means the United States Internal Revenue Service or any successor taxing authority or agency of the United States government.

“Relevant Party” means any of the parties to this Charter and the Leasing Documents.

61.2

FATCA Information

(a)	Subject to paragraph (c) below, each Relevant Party shall, on the date of this Charter, and thereafter within ten (10) Business Days of a reasonable request by another Relevant Party:

(i)

confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and

(ii)

supply to the requesting party (with a copy to all other Relevant Parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable “pass thru percentage” or other information required under FATCA or other official guidance including intergovernmental agreements) as the requesting party reasonably requests for the purpose of the requesting party’s compliance with FATCA.

(b)

If a Relevant Party confirms to any other Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 to showing that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, or that the said form provided has ceased to be correct or valid, that party shall so notify all other Relevant Parties or provide the relevant revised form, as applicable, reasonably promptly.

(c)	Nothing in this Clause shall oblige any Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party,

any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse any Relevant Party from providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph.

(d)	If a Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under FATCA, then:

(i)

if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA Non-Exempt Party; and

(ii)

if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its applicable passthru percentage is 100%,

until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.

61.3

FATCA Deduction and gross-up by Relevant Party.

(a)

If the representation made by the Charterers under 48.1(bb) proves to be untrue or misleading such that the Charterers are required to make a FATCA Deduction, the Charterers shall make the FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.

(b)	If the Charterers are required to make a FATCA Deduction then the Charterers shall increase the payment due from them to the Owners to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.

(c)

The Charterers shall promptly upon becoming aware that they must make a FATCA Deduction (or that there is any change in the rate or basis of a FATCA Deduction) notify the Owners accordingly. Within thirty (30) days of the Charterers making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Charterers shall deliver to the Owners evidence reasonably satisfactory to the Owners that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.

61.4

FATCA Deduction by Owners.

The Owners may make any FATCA Deduction they are required by FATCA to make, and any payment required in connection with that FATCA Deduction, and the Owners shall not be required to increase any payment in respect of which they make such a FATCA Deduction or otherwise compensate the recipient for that FATCA Deduction.

61.5

FATCA Mitigation.

Notwithstanding any other provision to this Charter, if a FATCA Deduction is or will be required to be made by any party under Clause 61.4 in respect of a payment to the Owners as a result of the Owners not being a FATCA Exempt Party, the Owners shall have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners and all costs in relation to such transfer shall be for the account of the Charterers.

CLAUSE 62 – ASSIGNMENT, TRANSFER AND REFINANCING

62.1

The Charterers shall not assign or transfer (whether by novation or otherwise) their rights and/or obligations under this Charter or any other Leasing Document.

62.2

The Charterers acknowledge that, at any time during the Charter Period:

(a)	the Owners are entitled to enter into certain funding arrangements in relation to the Vessel with the Owners’ Financiers in order to refinance the then outstanding Owners’ Costs (or part thereof), which funding arrangements may be secured, inter alia, by the relevant Financial Instruments;

(b)	the Owners may do any of the following as security for the funding arrangements referred to in paragraph (a) above, in each case without consent of the Charterers but with notice to the Charterers:

(i)

execute a ship mortgage over the Vessel or any other Financial Instrument in favour of the Owners’ Financiers;

(ii)

assign their rights and interests to, in or in connection with this Charter and/or any other Leasing Document in favour of the Owners’ Financiers;

(iii)

assign their rights and interests to, in or in connection with the Insurances, the Earnings and the Requisition Compensation of the Vessel in favour of the Owners’ Financiers; and

(iv)

enter into any other document or arrangement which is necessary to give effect to such financing arrangements.

62.3

The Charterers undertake to comply, and provide such information and documents reasonably required to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in any Financial Instrument or as may be reasonably directed from time to time during the currency of this Charter by the Owners’ Financiers in conformity with any Financial Instrument. The Charterers further agree and acknowledge for themselves all relevant terms, conditions and provisions of each Financial Instrument (if any) and agree to acknowledge this in writing in any form that may be reasonably required by the Owners’ Financiers subject to not imposing to the Charterers any more onerous obligations than those included in the Leasing Documents. The Charterers further agree to enter into any required acknowledgements of assignments and other customary documents as may be required in connection with the Financing Documents.

62.4

applicable sub-charterer (in a form to be agreed among the Owners’ Financiers, the Owners, the Charterers and any applicable sub-charterer).

62.5

During the Charter Period, the Owners may procure a:

(a)	change in the registered ownership of the Vessel; and/or

(b)	assign or transfer by novation of any of its rights and obligations under any of the Leasing Documents,

without the consent of the Charterers to any other financial institution, trust, fund, leasing company or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets provided always that such change of ownership or transfer shall not disturb or interfere with the Charterers’ lawful use, possession and quiet enjoyment of the Vessel during the Charter Period. The Charterers shall be liable to the aforesaid new owner of the Vessel for its performance of all obligations under this Charter (as novated) after any such change of the registered ownership from the Owners to such new owner and the Charterers shall procure that any party to a Leasing Document:

(i)

becomes liable to the new of owner of the Vessel for its performance of all obligations pursuant to such Leasing Document; and

(ii)

enters into all necessary documents or takes any necessary actions required for such Leasing Document and any Security Interest created thereunder remaining in full force and effect (or to be novated and/or re-executed) as from the completion of the relevant sale.

62.6

The Charterers agree and undertake to enter into any such usual documents and provide all necessary assistance as the Owners shall require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) or any novation or assignment made pursuant to this Clause 62 (Assignment, Transfer and Re-financing) at no cost for the Charterers.

CLAUSE 63 – CONFIDENTIALITY

The Parties agree to keep the terms and conditions of this Charter and any other Leasing Document (the “Confidential Information”) strictly confidential, provided that a Party may disclose Confidential Information in the following cases:

(a)	it is already known to the public or becomes available to the public other than through the act or omission of the disclosing Party;

(b)	it is required to be disclosed under the applicable laws of any Relevant Jurisdiction or by a governmental order, decree, regulation or rule;

(c)	in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings;

(d)	to any other party to a Leasing Document;

(e)

to (or through) whom a Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Leasing Document (as permitted by the terms thereof) provided that such person shall undertake that it would not disclose Confidential information to any other party save for circumstances arising which are similar to those described under this Clause;

(f)	to any of the following persons (on a need to know basis):

(i)

a shareholder or an Affiliate of either Party or a party referred to in paragraph (d);

(ii)

its board of directors, employees or its shareholders;

(iii)

professional advisers retained by a disclosing party;

(iv)

any rating agencies;

(v)

the Approved Classification Society;

(vi)

the ship registry of the Flag State; and

(vii)

in the case of the disclosing party being the Owners, persons advising on, providing or considering the provision of financing to the Owners or an Affiliate of the Owners,

provided that the disclosing party shall exercise due diligence to ensure that no such person shall disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;

(g)	to any person which is a classification society or other entity which the Owners or the Owners’ Financiers have engaged to make the calculations necessary to enable the Owners and/or the Owners’ Financiers to comply with their reporting obligations under the Poseidon Principles; or

(h)	with the prior written consent of all Parties and if required by any Party, subject to a corresponding confidentiality undertaking obtained from the party to whom the Confidential Information is disclosed to.

CLAUSE 64 – GENERAL APPLICATION OF PROCEEDS

64.1

Any Net Trading Proceeds, Net Sales Proceeds, Total Loss Proceeds, any proceeds realised by the Owners in connection with the enforcement of the Security Documents (unless otherwise specified in the Security Documents) and any proceeds received by the Owners from any Other Owner (as trustee for the Owners) shall be applied in the following order of application against amounts payable under the Leasing Documents:

(a)	firstly, in or towards any amounts outstanding under the Leasing Documents other than the Termination Sum (including but not limited to any costs and expenses incurred in the enforcement of the Security Documents, to the extent these are not covered under the Termination Sum);

(b)	secondly, in or towards satisfaction of the Charterers’ obligation to pay the Termination Sum (or such portion of it that then remains unpaid) in any order of application in the amounts comprising the Termination Sum as the Owners may determine; and

(c)	thirdly, upon satisfaction in full of all amounts payable to the Owners under the Leasing Documents, in payment of any surplus to the Charterers, but subject always to the terms of the General Assignment.

CLAUSE 65 – GOVERNING LAW AND ENFORCEMENT

65.1

This Charter, and any non-contractual obligations arising out of or in connection with it, shall be governed by English law.

65.2

Any dispute arising out of or in connection with any Leasing Document (including a dispute regarding the existence, validity or termination of any Leasing Document or any non-contractual obligation arising out of or in connection with any Leasing Document) (a “Dispute”) shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

65.3

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three (3) arbitrators. A Party wishing to refer the Dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and give notice that it has done so within the fourteen (14) days specified. If the other Party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

65.4

In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

CLAUSE 66 – DEFINITIONS

66.1

In this Charter the following terms shall have the meanings ascribed to them below:

“Acceptance Certificate” means a certificate substantially in the form set out in Schedule 1 (Acceptance Certificate) to be signed by the Charterers at Delivery.

“Account Bank” means ABN AMRO Bank N.V., Netherlands or such other bank approved by the Owners.

“Account Charge” means the document creating charge(s) over the Operating Account executed or to be executed by the Charterers in favour of the Owners.

“Advance Charterhire” has the meaning as defined under Clause 36.2 of the Charter.

“Affiliate” means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Annex VI” means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

“Anti-Bribery and Anti-Corruption Laws” means the US Foreign Corrupt Practices Act of 1977 as amended and the rules and regulations thereunder, the UK Bribery Act of 2010, and/or any similar laws, rules or regulations issued, administered or enforced by the United States, United Kingdom, the European Union or any of its member states, or any other country or governmental agency having jurisdiction over the Owners or any Obligors or their respective subsidiaries.

“Anti-Money Laundering Laws” means all applicable financial record-keeping and reporting requirements, anti-money laundering statutes (including all applicable rules and regulations thereunder) and all applicable related or similar laws, rules, regulations or guidelines, of all jurisdictions including and without limitation, the United States of America, the United Kingdom, Greece, the Republic of the Marshall Islands, Hong Kong and the People’s Republic of China and which in each case are:

(a)

issued, administered or enforced by any governmental agency having jurisdiction over the Charterers or any other Obligors or their respective subsidiaries;

(b)

of any jurisdiction in which the Charterers or any other Obligor conducts business; or

(c)

to which the Charterers or any other Obligor is subjected or subject to.

“Approved Classification Society” means the classification society stipulated in the Shipbuilding Contract or any other classification society which is a member of the International Association of Classification Societies and approved by the Owners in writing.

“Approved Commercial Manager” means OET Chartering Inc. or any other reputable ship management company as may be approved by the Owners in writing prior to its appointment as commercial manager of the Vessel in accordance with this Charter.

“Approved Manager” means the Approved Commercial Manager or the Approved Technical Manager.

“Assignable Sub-charter” means any period time charters relating to the Vessel, whether or not already in existence.

“Approved Technical Manager” means Kyklades Maritime Corporation or any other reputable ship management company as may be approved by the Owners in writing prior to its appointment as technical manager of the Vessel in accordance with this Charter.

“Approved Valuer” means Clarksons Platou, Simpson Spence Young, Braemar ACM, Arrow, Fearnleys, Maersk Brokers or such other independent and reputable shipbroker nominated by the Charterers and approved by the Owners.

“Arrangement Fee” has the meaning as defined under Clause 44.1.

“Breakfunding Costs” means all breakfunding costs and expenses incurred or payable by the Owners when a repayment or prepayment under the relevant funding arrangement entered into by the Owners for the purpose of financing the Purchase Price (or any part thereof) does not fall on a Payment Date, a Purchase Option Date or a date specified by the Owners in any Termination Notice.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the principal business centres of Shanghai, Singapore, Amsterdam and Piraeus or:

(a)

in respect of a day on which a payment is required to be made or other dealing is due to take place under this Agreement in Dollars, a day on which banks are open in New York City; and

(b)

in respect of any Quotation Day or any date on which LIBOR or (if applicable) any Replacement Benchmark is to be determined, a day on which banks are open in London.

“Builder” has the meaning ascribed to such term in the MOA.

“Builder’s Warranties” means the guarantees and/or warranties provided by the Builder to the Head Sellers under Article IX of the Shipbuilding Contract and assigned by the Head Sellers to the Charterers which the Charterers will on-assign to the Owners pursuant to the Builder’s Warranties Assignment.

“Builder’s Warranties Assignment” means the tripartite assignment executed between (a) the Head Sellers (b) the Charterers and (c) the Owners in relation to the Builder’s Warranties in relation to the Vessel.

“Cancelling Date” has the meaning ascribed to such term in the MOA.

“Change of Control” means:

(a)

the Guarantor ceasing to directly own one hundred percent (100%) of the shares in the Charterers; or

(b)

Mr. Ioannis Alafouzos and Mr. Themistoklis Alafouzos cease to hold less than 35% of the shares (directly or indirectly) of the Guarantor.

“Charter Period” means the period described in Clause 32.1 unless it is terminated earlier in accordance with the provisions of this Charter.

“Charterhire” means each of, as the context may require, all of the instalments of hire payable hereunder on each applicable Payment Date comprising in each case both Fixed Charterhire and Variable Charterhire, as further detailed in Clause 36.

“Commencement Date” means the date on which Delivery takes place.

“Delisting” means the Guarantor ceasing to be listed on the Oslo Stock Exchange (Oslo Børs).

“Delivery” means the physical and legal delivery of the Vessel from the Owners to the Charterers pursuant to the terms of this Charter.

“Dollars” and “US$” mean the lawful currency for the time being of the United States of America.

“Earnings” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Charterers and which arise out of the use or operation of the Vessel, including (but not limited to):

(a)

all freight, hire and passage moneys;

(b)

any compensation payable in the event of requisition of the Vessel for hire;

(c)

any remuneration for salvage and towage services;

(d)

any demurrage and detention moneys;

(e)

damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel;

(f)

all moneys which are at any time payable to the Charterers in relation to general average contribution; and

(g)

if and whenever the Vessel is employed on terms whereby any moneys falling within paragraphs (a) to (f) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Vessel.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Incident” means:

(a)

any release, emission, spill or discharge of Environmentally Sensitive Material whether within the Vessel or from the Vessel into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than the Vessel and which involves a collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Vessel and/or any Obligors and/or any

operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from the Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where any Obligors and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action.

“Environmental Law” means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

“Environmentally Sensitive Material” means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

“Expiry Owners’ Costs” means an amount equal to sixty five per cent. (65%) of the Opening Capital Balance.

“Fair Market Value” means the value of the Vessel determined as follows:

(a)

subject to sub-paragraph (b) below, the arithmetic mean of the valuations shown by two (2) valuation reports each addressed to the Buyers and prepared at the Sellers’ cost:

(i)

on a date no earlier than thirty (30) days prior to the relevant date of valuation;

(ii)

by Approved Valuers one nominated by the Owners and the other nominated by the Charterers (but with the report addressed to the Owners);

(iii)

without physical inspection of the Vessel; and

(iv)

on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, without taking into account any charter; and

(b)

if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two (2) valuation reports obtained pursuant to paragraph (a) above (using the lower valuation figure as the denominator), then a third valuation shall be obtained and prepared on the same terms and conditions as set out under paragraph (a) above (except that the third valuation report additionally required under this sub-paragraph (b) shall be prepared by an Approved Valuer nominated by the Owners), with the arithmetic mean taken from the valuations shown by such three (3) valuation reports.

“Fee Letter” mean the fee letter referred to under Clause 44.1 for payment of the Arrangement Fee.

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

(a)

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b)

under any loan stock, bond, note or other security issued by the debtor;

(c)

under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

(d)

under a financial lease, a deferred purchase consideration arrangement (other than deferred payments for assets or services obtained on normal commercial terms in the ordinary course of business) or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e)

under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

(f)

under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person.

“Financial Instruments” means the applicable loan or facility agreement entered into between the Owners (or their affiliate) and the Owners’ Financiers and any mortgage, deed of covenants, assignment in respect of any of the Leasing Documents, assignment in respect of Earnings, Insurances and Requisition Compensation, manager’s undertaking and subordination (including assignment of manager’s interests in the Insurances) or any other financial security instruments granted by the Owners to the Owners’ Financiers as security for the financing or refinancing of the Owners’ acquisition of the Vessel.

“First Payment Date” shall have the meaning as defined under 36.5(a).

“Fixed Charterhire” shall have the meaning as defined under Clause 36.4(a).

“Flag State” means the flag state named in Box 5 of this Charter or any other state or jurisdiction approved in writing by the Owners (whose approval shall not be unreasonably withheld or delayed).

“Fleet Vessel” means any ship or vessel (including, but not limited to, the Vessel and the Other Vessel) from time to time wholly leased, hired, chartered or financed under any lease, hire purchase agreement, charter or any other financing arrangement by affiliates of the Owners and/or the Other Owner to subsidiaries or affiliates of the Guarantor.

“General Assignment” means the assignment agreement executed or to be executed between the Charterers and the Owners in respect of the Vessel, pursuant to which the Charterers shall, inter alia, assign its rights under:

(a)

the Earnings, Insurances, Requisition Compensation in respect of the Vessel; and

(b)

any Assignable Sub-charter;

in favour of the Owners.

“Group” means the Guarantor and its Subsidiaries (whether directly or indirectly owned) from time to time.

“Guarantee” means the guarantee executed by the Guarantor in favour of the Owners on or about the date hereof.

“Guarantor” means Okeanis Eco Tankers Corp., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with registration number 96382 and its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960.

“Head MOA” means the memorandum of agreement dated 29 June 2021 and made between the Charterers (in their capacity as buyers) and the Head Sellers (in their capacity as sellers), pursuant to which the Head Sellers agreed to sell and the Charterers agreed to purchase the Vessel upon the terms and conditions set out therein.

“Head Sellers” means Sandre Enterprises S.A., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with registration number 106174 and registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960.

“Hire Period” means (i) in the case of the first Hire Period, the period commencing on the Commencement Date and ending on the First Payment Date; and (ii) in the case of each subsequent Payment Date, the period of commencing on the last day of the preceding Hire Period and ending on the next occurring Payment Date.

“Holding Company” means, in relation to a person, any other person in relation to which (i) it is a Subsidiary or (ii) it is a Subsidiary of a Subsidiary.

“IAPPC” means a valid international air pollution prevention certificate for the Vessel issued pursuant to the MARPOL Protocol.

“IFRS” means International Financing Reporting Standards.

“Initial Market Value” has the meaning ascribed to such term in the MOA.

“Insurances” means:

(a)

all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, which are effected in respect of the Vessel or otherwise in relation to it whether before, on or after the date of this Charter; and

(b)

all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Charter.

“Interest Rate” means:

(a)

subject to Clause 37.1, for any Hire Period of which the Quotation Day falls before the occurrence of a Screen Rate Replacement Event, LIBOR;

(b)

for any Hire Period of which the Quotation Day falls on or after the occurrence of a Screen Rate Replacement Event but before a Replacement Benchmark is implemented pursuant to Clause 37.4, in accordance with Clause 37.3 (unless otherwise agreed by the Owners); and

(c)

for any Hire Period of which the Quotation Day falls on or after a Replacement Benchmark is implemented pursuant to Clause 37.4, the rate of interest determined under the Replacement Benchmark.

“ISM Code” means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organisation Assembly as Resolutions A.741 (18) and A.788 (19), as the same may be amended or supplemented from time to time (and the terms “safety management system”, “Safety Management Certificate” and “Document of Compliance” have the same meanings as are given to them in the ISM Code).

“ISPS Code” means the International Ship and Port Security Code as adopted by the Conference of Contracting Governments to the Safety of Life at Sea Convention 1974 on 13 December 2002 and incorporated as Chapter XI-2 of the Safety of Life at Sea Convention 1974, as the same may be supplemented or amended from time to time.

“ISSC” means a valid international ship security certificate for the Vessel issued pursuant to the ISPS Code.

“Joint Surveyor” shall have the meaning as defined under Clause 41.8.

“Leasing Documents” means this Charter, the Guarantee, the MOA, the Fee Letter, any QEL the Security Documents, any other document designated as a “Leasing Document” as agreed between the Charterers and the Owners and each, as the context may require, the “Leasing Document”.

“LIBOR” means, in relation to a Hire Period:

(a)

the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Hire Period; or

(b)

as otherwise determined pursuant to Clause 37 (Changes to Interest Rate, Default Interest),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

“Major Casualty” means any casualty to the Vessel in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds US$2,000,000 or the equivalent in any other currency.

“Manager’s Undertaking” means, in relation to an Approved Manager, a letter of undertaking to be executed by that Approved Manager in favour of the Owners subordinating the rights of that Approved Manager against the Vessel and the Charterers to the rights of the Owners.

“Mandatory Sale” has the meaning given to that term in Clause 55A.

“Mandatory Sale Date” has the meaning given to that term in Clause 55A.

“Mandatory Sale Price” means, in respect of the Mandatory Sale Date, the aggregate of:

(a)

the Owners’ Costs prevailing as at the Mandatory Sale Date;

(b)

any Charterhire accrued but unpaid as at the date of payment of the Mandatory Sale Price;

(c)

any Breakfunding Costs including any Swap Costs;

(d)

any documented legal or other costs incurred by the Owners in connection with the exercise of the Mandatory Sale; and

(e)

aside from the amounts described under paragraphs (a) to (d) above, any other moneys due and owing under the Leasing Documents at the Mandatory Sale Date.

“Margin” means two point four five per cent. (2.45%) per annum.

“MARPOL Protocol” means Annex VI (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as amended in 1978 and 1997).

“Material Adverse Effect” means, in the reasonable opinion of the Owners, a material adverse effect on:

(a)

the business, operations, property, condition (financial or otherwise) of any Obligor or the Group (taken as a whole); or

(b)

the ability of any Obligor to perform its obligations under any Leasing Document to which it is a party; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security Interests granted pursuant to, any of the Leasing Documents or the rights or remedies of the Owners under any of the Leasing Documents.

“MOA” means the memorandum of agreement dated on or about the date of this Charter and made between the Owners (in their capacity as buyers) and the Charterers (in their capacity as sellers), pursuant to which the Charterers agree to sell and the Owners agree to purchase the Vessel upon the terms and conditions set out therein.

“Net Sales Proceeds” has the meaning given to it under Clause 42.1(c).

“Net Trading Proceeds” has the meaning given to it under Clause 42.1(b).

“Nominated Purchaser” has the meaning given to it under Clause 42.1(c).

“Obligatory Insurances” means any insurances of the Vessel required to be effected by or on behalf of the Charterers pursuant to Clause 39.

“Obligors” means:

(a)

the Charterers;

(b)

the Guarantor;

(c)

the Approved Managers as at the date of this Charter which is an entity within the Group;

(d)

any sub-charterer of the Vessel which is an entity within the Group; and

(e)

any other party providing security for the Charterers’ obligations under this Charter pursuant to a Security Document or otherwise (except any Approved Manager or sub-charterer which are not entities within the Group).

“Opening Capital Balance” shall have the same meaning as defined under the MOA.

“Operating Account” means an interest bearing account opened or to be opened in the name of the Charterers with the Account Bank.

“Option Premium” means an amount of US$1,500,000.

“Original Financial Statements” means in relation to the Guarantor, its audited consolidated financial statements for the fiscal year ended 31 December 2020 and its unaudited consolidated financial statements for the fiscal year ended 31 December 2021.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws they are incorporated as at the date of this Charter.

“Other Charters” means, in relation to each Other Vessel, each bareboat charterparty dated on or around the date of this Charter which is entered into between each applicable Other Owner and each applicable Other Charterer.

“Other Charterer” means, in relation to an Other Vessel, Ark Marine S.A.

“Other Leasing Documents” means the Leasing Documents as defined in the Other Charter.

“Other Owner” means, in relation to an Other Vessel, Sea 289 Leasing Co. Limited.

“Other Vessel” means each, or as the context may require, Hull Number 3211.

“Owners’ Costs” means, on any relevant date, (i) the Opening Capital Balance minus (ii) the aggregate Fixed Charterhire which has been paid by the Charterers and received by the Owners as at such date.

“Owners’ Financier” means any financier providing financing or refinancing facilities to the Owners or any affiliate of the Owners in respect of the Owners’ purchase and/or lease of the Vessel to the Charterers under the terms of the Leasing Documents.

“Owners’ Surveyor” shall have the meaning as defined under Clause 41.9.

“Party” means a party to this Charter, namely the Owners or the Charterers.

“Payment Date” shall have the meaning as defined under Clause 36.5.

“Permitted Security Interest” means:

(a)

any Security Interest created by a Security Document or a Financial Instrument;

(b)

any lien for unpaid master’s and crew’s wages in accordance with the ordinary course of operation of the Vessel or in accordance with usual reputable maritime practice;

(c)

any lien for salvage;

(d)

any lien for master’s disbursements incurred in the ordinary course of trading;

(e)

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Vessel provided such liens do not secure amounts more than thirty (30) days overdue;

(f)

any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Owners are prosecuting or defending such action in good faith by appropriate steps; and

(g)

Security Interests arising by operation of law in respect of taxes which are not overdue or for payment of taxes which are overdue for payment but which are being contested by the Owners or the Charterers in good faith by appropriate steps and in respect of which adequate reserves have been made,

provided that the foregoing have not arisen due to the default or omission of any Obligor.

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.

“Potential Termination Event” means, an event or circumstance specified in Clause 47 (Termination Event) which would with the giving of any notice, the lapse of time, and/or a determination of the Owners, constitute a Termination Event.

“Prepositioning Date” shall have the same meaning as defined under the MOA.

“Prohibited Countries” means countries or territories whose government is the target of Sanctions or that is subject to comprehensive country-wide or territory-wide Sanctions (currently and, in any case, as long as the Sanctions remain in place, as regards United States Sanctions, Cuba, Syria, Iran, North Korea, Crimea and Venezuela), including but not limited to or pursuant to the US’s Office of Foreign Assets Control of the U.S.

“Prohibited Person” means any person who is the subject of Sanctions (whether designated by name or by reason of being included in a class of persons to whom the applicable Sanctions apply in accordance with their terms).

“Purchase Option” means the purchase option referred to in Clause 55.1.

“Purchase Option Date” shall have the meaning ascribed thereto in Clause 55.2.

“Purchase Option Notice” shall have the meaning ascribed thereto in Clause 55.2.

“Purchase Option Price” means, in respect of any Purchase Option Date:

(a)

if the Purchase Option Date falls on or after the first (1st) anniversary of the Commencement Date but prior to the seventh (7^th) anniversary of the Commencement Date, the aggregate of:

(i)

the Owners’ Costs prevailing as at the relevant Purchase Option Date;

(ii)

the Relevant Fee (if appliable);

(iii)

any Charterhire accrued but unpaid as at the date of payment of the Purchase Option Price;

(iv)

any Breakfunding Costs including any Swap Costs;

(v)

any documented legal or other costs incurred by the Owners in connection with the exercise of the Purchase Option under Clause 55 (Purchase Option); and

(vi)

aside from the amounts described under paragraphs (i) to (v) above, any other moneys due and owing under the Leasing Documents at the relevant Purchase Option Date;

(b)

if the Purchase Option Date falls on or after the seventh (7^th) anniversary of the Commencement Date, the aggregate of:

(i)

the Expiry Owners’ Costs;

(ii)

any Charterhire accrued but unpaid as at the date of payment of the Purchase Option Price;

(iii)

any documented legal or other costs incurred by the Owners in connection with the exercise of the Purchase Option under Clause 55 (Purchase Option); and

(iv)

aside from the amounts described under paragraphs (i) to (iii) above, any other moneys due and owing under the Leasing Documents at the relevant Purchase Option Date.

“Purchase Price” has the meaning given to it in the MOA.

“QEL” means any agreement (entered or, as the context may require, to be entered into) between the Owners, the Owners’ Financiers (if applicable), the Charterers and (if applicable) any sub-charterer.

“Quotation Day” means, in relation to any Hire Period, two (2) Business Days before the first day of that Hire Period unless market practice differs in the Relevant Interbank Market in which

case the Quotation Day will be determined by the Owners in accordance with market practice in the Relevant Interbank Market.

“Relevant Interbank Market” means the London interbank market or in the case of any Replacement Benchmark, any applicable replacement interbank market.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any property owned by it and charged under a Leasing Document is situated;

(c)

any jurisdiction where it conducts its business; or

(d)

any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it creating a Security Interest.

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“Replacement Benchmark” means a benchmark rate which is:

(a)

formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i)

the administrator of that Screen Rate; or

(ii)

any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;

(b)

subject to Clause 37.5, in the opinion of the Owners, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or

(c)

subject to Clause 37.5, in the opinion of the Owners, an appropriate successor to a Screen Rate.

“Relevant Fee” means, in relation to the Vessel, the amount set out corresponding to the relevant Purchase Option Date below:

Relevant Anniversary Date	Relevant Fee (US$)
1^st Anniversary	1.5% of the Owners’ Costs
2^nd Anniversary	1.25% of the Owners’ Costs

3^rd Anniversary	1% of the Owners’ Costs
4^th Anniversary	0.75% of the Owners’ Costs
5^th Anniversary	0.5% of the Owners’ Costs
6^th Anniversary	0% of the Owners’ Costs

“Requisition Compensation” includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (a) of the definition of “Total Loss”.

“Sanctions” means any sanctions (including US “secondary sanctions”), embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

(a)

imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council, the People’s Republic of China, the Special Administrative Region of Hong Kong or the United States of America; or

(b)

otherwise imposed by any law or regulation which are applicable to and/or binding on any Obligor.

“Sanctions Advisory” means the Sanctions Advisory for the Maritime Industry, Energy and Metals Sectors, and Related Communities issued May 14, 2020 by the US Department of the Treasury, Department of State and Coast Guard, as may be amended or supplemented, and any similar future advisory.

“Sanctioned Ship” means a ship which is the subject of Sanctions.

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Owners may specify another page or service displaying the relevant rate.

“Screen Rate Contingency Period” means twenty (20) days.

“Screen Rate Replacement Event” means, in relation to a Screen Rate:

(a)

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Owners, materially changed;

(b)

(i)

(A)

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(ii)

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(iii)

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

(c)

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Owners) temporary; or

(ii)

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the Screen Rate Contingency Period; or

(d)

in the opinion of the Owners, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Charter.

“Security Documents” means:

(a)

the Account Charge;

(b)

the General Assignment;

(c)

the Shares Security;

(d)

the Builder’s Warranties Assignment;

(e)

each Manager’s Undertaking; and

(f)

any other security document conferring any Security Interest in respect of the obligations of the Charterers under or in connection with this Charter.

“Security Interest” means:

(a)

a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;

(b)

the security rights of a plaintiff under an action in rem; or

(c)

any other right which confers on a creditor or potential creditor a right or privilege to receive the amount actually or contingently due to it ahead of the general unsecured creditors of the debtor concerned; however this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.

“Shareholder” means the Guarantor.

“Shares Security” means a first priority charge/pledge over the shares of the Charterers executed or to be executed by the Shareholder in favour of the Owners.

“Shipbuilding Contract” means the shipbuilding contract dated 28 September 2020 entered into between the Head Sellers (as defined in the MOA) and the Builder (in its capacity as seller) for the construction and purchase of the Vessel as may from time to time be amended, supplemented.

“Shipbuilding Contract Price” means the contract price to be paid by the Head Sellers (as defined in the MOA) to the Builder under the Shipbuilding Contract.

“SOFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

“Specified Time” means 11.00am London time on the Quotation Day.

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the UK Companies Act 2006.

“Swap Costs” means any amount payable by the Owners or documented costs incurred by the Owners (after netting out any gains) as a result of the termination or close-out of any Treasury Transaction entered into in connection with the Leasing Documents.

“Termination Date” has the meaning given to it under Clause 47.2.

“Termination Event” means any event described in Clause 47 (Termination Events).

“Termination Fee” means one point five per cent. (1.50%) of the Owners’ Costs as at the relevant date.

“Termination Notice” has the meaning given to it under Clause 47.2.

“Termination Sum” means, in respect of any date (such date being referred to as the “Relevant Date” for the purposes of this definition only), the aggregate of (without double counting amounts that may be included in more than one sub-paragraph below):

(a)

the Owners’ Costs prevailing as at the Relevant Date;

(b)

any Variable Charterhire accrued and unpaid as at the date of payment of the Termination Sum;

(c)

the Termination Fee;

(d)

any Breakfunding Costs including any Swap Costs;

(e)

any and all evidenced and documented direct costs, losses and liabilities incurred by the Owners as a result of the early termination of the leasing under this Charter (including any losses based on estimated market charter rates provided by an Approved Valuer of re-chartering the Vessel to another party other than the Charterers for the period up until the natural expiry of the Charter Period) including but not limited to any legal costs, any agency or broker fees incurred in attempting to re-charter or otherwise dispose of the Vessel;

(f)

any and all documented costs, losses and liabilities incurred by the Owners in locating, repossessing, recovering, repositioning, berthing, insuring and maintaining the Vessel and/or in collecting any payments due under this Charter and/or in obtaining the due performance of the obligations of the Charterers under this Charter or the other Leasing Documents; and

(g)

aside from the amounts described under paragraphs (a) to (f) above, any other moneys due and owing under the Leasing Documents at the Relevant Date including any default interest on amounts under (a) to (f) above.

“Total Loss” means:

(a)

any expropriation, confiscation, requisition (other than a requisition for hire) or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority;

(b)

any requisition for hire, arrest, condemnation, capture, seizure or detention of the Vessel (including any hijacking or theft but excluding any event specified in paragraph (a) of this definition) unless it is redelivered within thirty (30) days to the full control of the Owners or the Charterers; or

(c)

actual, constructive, compromised, agreed or arranged total loss of the Vessel.

“Total Loss Date” means, in relation to the Total Loss of the Vessel:

(a)

government or official authority or the person or persons claiming to be or to represent the relevant government or official authority;

(b)

in the case of a Total Loss occurring under paragraph (b) of the definition of Total Loss, the date falling on the expiration of such thirty (30) day period;

(c)

in the case of an actual loss of the Vessel, the date on which it occurred; and

(d)

in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earliest of:

(i)

the date when the Vessel was last heard of;

(ii)

the date on which a notice of abandonment is given to the insurers; and

(iii)

the date of any compromise, arrangement or agreement made by or on behalf of the Charterers with the insurers in which the insurers agree to treat the Vessel as a Total Loss.

“Total Loss Payment Date” means, following the occurrence of a Total Loss, the earlier of:

(a)

the date falling ninety (90) days after the Total Loss Date or such later date as the Owners may agree; and

(b)

the date on which the Owners receive the Total Loss Proceeds.

“Total Loss Proceeds” means the proceeds of any policy or contract of insurance or any Requisition Compensation in each case arising in respect of a Total Loss.

“Total Loss Termination Sum” means, in respect of any date (such date being referred to as the “Relevant Date” for the purposes of this definition only), the aggregate of (without double counting amounts that may be included in more than one sub-paragraph below):

(a)

the Owners’ Costs prevailing as at the Relevant Date;

(b)

any Variable Charterhire accrued and unpaid as at the date of payment of the Termination Sum;

(c)

any Breakfunding Costs including any Swap Costs;

(d)

(e)

any and all documented costs, losses and liabilities incurred by the Owners in collecting any payments due under this Charter and/or in obtaining the due performance of the obligations of the Charterers under this Charter or the other Leasing Documents; and

(f)

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from any fluctuation in price or rate.

“US” means the United States of America.

“US Tax Obligor” means:

(a)

a person which is resident for tax purposes in the US; or

(b)

a person some or all of whose payments under the Leasing Documents are from sources within the US for US federal income tax purposes.

“Variable Charterhire” shall have the meaning as defined under Clause 36.4(b).

“Vessel” means the VLCC with hull number 3212 and registered or to be registered under the name of the Owners under the Flag State upon Delivery.

66.2

In this Charter:

“agreed form” means, in relation to a document, such document in a form agreed in writing between the Owners and the Charterers;

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

“company” includes any partnership, joint venture and unincorporated association;

“consent” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;

“contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;

“control” over a particular company means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(a)

cast, or control the casting of, fifty one per cent. (51%) or more of the maximum number of votes that might be cast at a general meeting of such company; or

(b)

appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or

(c)

give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply;

“document” includes a deed; also a letter or fax or email;

“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;

“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

“legal or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action or investigation;

“liability” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;

“months” shall be construed in accordance with Clause 66.3;

“person” includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;

“policy”, in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association which is a member of the International Group of Protection and Indemnity Clubs including pollution risks, extended passenger cover and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

“regulation” includes any regulation, rule, official directive, request or guideline whether or not having the force of law of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; and

“tax” includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine.

66.3

Meaning of “month”

A period of one or more “months” ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“the numerically corresponding day”), but:

(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;

and “month” and “monthly” shall be construed accordingly.

66.4

In this Charter:

(a)	references to a Leasing Document or any other document being in the form of a particular appendix or to any document referred to in the recitals include references to that form with any modifications to that form which the Owners approve;

(b)	references to, or to a provision of, a Leasing Document or any other document are references to it as amended or supplemented, whether before the date of this Charter or otherwise;

(c)	references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Charter or otherwise; and

(d)	words denoting the singular number shall include the plural and vice versa.

66.5

Headings

In interpreting a Leasing Document or any provision of a Leasing Document, all clauses, sub-clauses and other headings in that and any other Leasing Document shall be entirely disregarded.

EXECUTION PAGE

OWNERS

SIGNED BY Wong Wai Sum		) /s/ Wong Wai Sum
for and on behalf of		) Attorney-in-Fact
SEA 290 LEASING CO. LIMITED		)
as attorney-in-fact		)
in the presence of		)

Witness’ signature:		) /s/ Sandrea Mar
Witness’ name:		) Sandrea Mar
Witness’ address:		) Suites 4610-4619 Jardine House
		) 1 Connaught Place, Hong Kong

CHARTERERS

SIGNED BY Thaleia Kalafati		) /s/ Thaleia Kalafati
for and on behalf of		)
THETA NAVIGATION LTD		)
as attorney-in-fact		)
in the presence of		)

Witness’ signature:		) /s/ Ariadne E. Aldous
Witness’ name:		) Ariadne E. Aldous
Witness’ address:		) Attorney at Law, LLM
		Athens Bar Athens – Greece, Tel: +306947612955

SCHEDULE 1

ACCEPTANCE CERTIFICATE

SCHEDULE 2

CONDITIONS PRECEDENT

1	Dated: 21 March 2022

THETA NAVIGATION LTD, a corporation incorporated with Entity Number 109610 and existing under the laws of the Republic of the Marshall Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and

3	SEA 290 LEASING CO. LIMITED, company incorporated under the laws of Hong Kong with limited liability with its registered office at 27/F, Three Exchange Square, 8 Connaught Place Central, Hong Kong (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:

4	Name of vessel: Hull No. 3212

5	IMO Number: 9920760

6	Classification Society: DNV

7	Class Notation: As per Class Certificate

8	Year of Build: 2022 Builder/Yard: Hyundai Heavy Industries Co., Ltd., South Korea

9Flag: Marshall Islands or otherwise agreedPlace of Registration: N/A GT/NT: 154,500 / 106,657

10	hereinafter called the “Vessel”, on the following terms and conditions:

11	Definitions

 “Agreement” means this memorandum of agreement which shall for the avoidance of doubt, include the rider provisions from Clauses 19 to 31.

12	“Banking Days” are days on which banks are open both in the country of the currency stipulated for

13	the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8

14(Documentation) and(add additional jurisdictions as appropriate).

15	“Buyers’ Nominated Flag State” means the Republic of the Marshall Islands (state flag state).

16	“Class” means the class notation referred to above.

17	“Classification Society” means the Society referred to above.

 “Dollars” or “$” mean United States dollars, being the lawful currency of the United States of America.

18	“Deposit” shall have the meaning given in Clause 2 (Deposit)

19 “Deposit Holder” means(state name and location of Deposit Holder) or, if left blank, the

20	Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement.

21	“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a

22	registered letter, e-mail or telefax.

23	“Parties” means the Sellers and the Buyers.

Copyright © 2012 Norwegian Shipbrokers’ Association. All rights reserved. Published by BIMCO. No part of this BIMCO SmartCon document may be copied, reproduced or distributed in any form without the prior written permission of the Norwegian Shipbrokers’ Association. Explanatory notes are available from BIMCO at www.bimco.org. Adopted by BIMCO in 1956, revised 1966, 1983, 1986/87, 1993 and 2012.

24“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).

25“Sellers’ Account” means(state details of bank account) at the Sellers’ Bank.

26 “Sellers’ Bank” means(state name of bank, branch and details) or, if left blank, the bank

27notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.

281.Purchase Price - (See Clause 19)

29	The Purchase Price is (state currency and amount both in words and figures).

302.Deposit - intentionally omitted

31	As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of

32% (per cent) or, if left blank, 10% (ten per cent), of the Purchase Price (the

33	“Deposit”) in an interest bearing account for the Parties with the Deposit Holder within three (3)

34	Banking Days after the date that:

35	(i) this Agreement has been signed by the Parties and exchanged in original or by

36	e-mail or telefax; and

37	(ii) the Deposit Holder has confirmed in writing to the Parties that the account has been

opened.

39	The Deposit shall be released in accordance with joint written instructions of the Parties.

40	Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the

41	Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder

42	all necessary documentation to open and maintain the account without delay.

433.Payment (See Clause 19)

44	On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of

45	Readiness has been given in accordance with Clause 5 (Time and place of delivery and

notices):

47	(i) the Deposit shall be released to the Sellers; and

48	(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers

49	to the Sellers under this Agreement shall be paid in full free of bank charges to the

50	Sellers’ Account.

514.Inspection - intentionally omitted

52	(a)* The Buyers have inspected and accepted the Vessel’s classification records. The Buyers

53have also inspected the Vessel at/in (state place) on(state date) and have

54	accepted the Vessel following this inspection and the sale is outright and definite, subject only

55	to the terms and conditions of this Agreement.

56	(b)* The Buyers shall have the right to inspect the Vessel’s classification records and declare

57whether same are accepted or not within(state date/period).

58The Sellers shall make the Vessel available for inspection at/in(state place/range) within

59	(state date/period).

60	The Buyers shall undertake the inspection without undue delay to the Vessel. Should the

61	Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

62	The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

63	During the inspection, the Vessel’s deck and engine log books shall be made available for

64	examination by the Buyers.

65	The sale shall become outright and definite, subject only to the terms and conditions of this

66	Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from

67	the Buyers within seventy-two (72) hours after completion of such inspection or after the

68	date/last day of the period stated in Line 59, whichever is earlier.

69	Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of

70	the Vessel’s classification records and/or of the Vessel not be received by the Sellers as

71	aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the

72	Buyers, whereafter this Agreement shall be null and void.

73	*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,

74	alternative 4(a) shall apply.

755.Time and place of delivery and notices - (See Clause 24)

76	(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or

77anchorage at/in(state place/range) in the Sellers’ option.

78Notice of Readiness shall not be tendered before:(date)

79	Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14):

80	(b) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall

81	provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the

82	Sellers intend to tender Notice of Readiness and of the intended place of delivery.

83	When the Vessel is at the place of delivery and physically ready for delivery in accordance with

84	this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

85	(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the

86	Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing

87	stating the date when they anticipate that the Vessel will be ready for delivery and proposing a

88	new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of

89	either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3)

90	Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date.

91	If the Buyers have not declared their option within three (3) Banking Days of receipt of the

92	Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’

93	notification shall be deemed to be the new Cancelling Date and shall be substituted for the

94	Cancelling Date stipulated in line 79.

95	If this Agreement is maintained with the new Cancelling Date all other terms and conditions

96	hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full

97	force and effect.

98	(d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely

99	without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’

100	Default) for the Vessel not being ready by the original Cancelling Date.

101	(e) Should the Vessel become an actual, constructive or compromised total loss before delivery

102	the Deposit together with interest earned, if any, shall be released immediately to the Buyers

103	whereafter this Agreement shall be null and void.

1046.Divers Inspection / Drydocking - intentionally omitted

105

(a)*

106	(i) The Buyers shall have the option at their cost and expense to arrange for an underwater

107	inspection by a diver approved by the Classification Society prior to the delivery of the

108	Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended

109	date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this

110	Agreement. The Sellers shall at their cost and expense make the Vessel available for

111	such inspection. This inspection shall be carried out without undue delay and in the

112	presence of a Classification Society surveyor arranged for by the Sellers and paid for by

113	the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s

114	inspection as observer(s) only without interfering with the work or decisions of the

115	Classification Society surveyor. The extent of the inspection and the conditions under

116	which it is performed shall be to the satisfaction of the Classification Society. If the

117	conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at

118	their cost and expense make the Vessel available at a suitable alternative place near to

119	the delivery port, in which event the Cancelling Date shall be extended by the additional

120	time required for such positioning and the subsequent re-positioning. The Sellers may

121	not tender Notice of Readiness prior to completion of the underwater inspection.

122	(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are

123	found broken, damaged or defective so as to affect the Vessel’s class, then (1) unless

124	repairs can be carried out afloat to the satisfaction of the Classification Society, the

125	Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by

126	the Classification Society of the Vessel’s underwater parts below the deepest load line,

127	the extent of the inspection being in accordance with the Classification Society’s rules (2)

128	such defects shall be made good by the Sellers at their cost and expense to the

129	satisfaction of the Classification Society without condition/recommendation** and (3) the

130	Sellers shall pay for the underwater inspection and the Classification Society’s

131	attendance.

132	Notwithstanding anything to the contrary in this Agreement, if the Classification Society

133	do not require the aforementioned defects to be rectified before the next class

134	drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects

135	against a deduction from the Purchase Price of the estimated direct cost (of labour and

136	materials) of carrying out the repairs to the satisfaction of the Classification Society,

137	whereafter the Buyers shall have no further rights whatsoever in respect of the defects

138	and/or repairs. The estimated direct cost of the repairs shall be the average of quotes

139	for the repair work obtained from two reputable independent shipyards at or in the

140	vicinity of the port of delivery, one to be obtained by each of the Parties within two (2)

141	Banking Days from the date of the imposition of the condition/recommendation, unless

142	the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within

143	the stipulated time then the quote duly obtained by the other Party shall be the sole basis

144	for the estimate of the direct repair costs. The Sellers may not tender Notice of

145	Readiness prior to such estimate having been established.

146	(iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking

147	facilities are available at the port of delivery, the Sellers shall take the Vessel to a port

148	where suitable drydocking facilities are available, whether within or outside the delivery

149	range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the

150	Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose

151	of this Clause, become the new port of delivery. In such event the Cancelling Date shall

152	be extended by the additional time required for the drydocking and extra steaming, but

153	limited to a maximum of fourteen (14) days.

154	(b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the

155	Classification Society of the Vessel’s underwater parts below the deepest load line, the extent

156	of the inspection being in accordance with the Classification Society’s rules. If the rudder,

157	propeller, bottom or other underwater parts below the deepest load line are found broken,

158	damaged or defective so as to affect the Vessel’s class, such defects shall be made good at the

159	Sellers’ cost and expense to the satisfaction of the Classification Society without

160	condition/recommendation**. In such event the Sellers are also to pay for the costs and

161	expenses in connection with putting the Vessel in and taking her out of drydock, including the

162	drydock dues and the Classification Society’s fees. The Sellers shall also pay for these costs

163	and expenses if parts of the tailshaft system are condemned or found defective or broken so as

164	to affect the Vessel’s class. In all other cases, the Buyers shall pay the aforesaid costs and

165	expenses, dues and fees.

166	(c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) above:

167	(i) The Classification Society may require survey of the tailshaft system, the extent of the

168	survey being to the satisfaction of the Classification surveyor. If such survey is

169	not required by the Classification Society, the Buyers shall have the option to require the

170	tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey

171	being in accordance with the Classification Society’s rules for tailshaft survey and

172	consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare

173	whether they require the tailshaft to be drawn and surveyed not later than by the

174	completion of the inspection by the Classification Society. The drawing and refitting of

175	the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be

176	condemned or found defective so as to affect the Vessel’s class, those parts shall be

177	renewed or made good at the Sellers’ cost and expense to the satisfaction of

178	Classification Society without condition/recommendation**.

179	(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by

180	the Buyers unless the Classification Society requires such survey to be carried out or if

181	parts of the system are condemned or found defective or broken so as to affect the

182	Vessel’s class, in which case the Sellers shall pay these costs and expenses.

183	(iii) The Buyers’ representative(s) shall have the right to be present in the drydock, as

184	observer(s) only without interfering with the work or decisions of the Classification

185	Society surveyor.

186	(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned

187	and painted at their risk, cost and expense without interfering with the Sellers’ or the

188	Classification Society surveyor’s work, if any, and without affecting the Vessel’s timely

189	delivery. If, however, the Buyers’ work in drydock is still in progress when the

190	Sellers have completed the work which the Sellers are required to do, the additional

191	docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and

192	expense. In the event that the Buyers’ work requires such additional time, the Sellers

193	may upon completion of the Sellers’ work tender Notice of Readiness for delivery whilst

194	the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be

195	obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in

196	drydock or not.

197	*6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions,

198	alternative 6 (a) shall apply.

199	**Notes or memoranda, if any, in the surveyor’s report which are accepted by the Classification

200	Society without condition/recommendation are not to be taken into account.

2017.Spares, bunkers and other items

202	The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board

203	and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or

204	spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of delivery inspection

205	used or unused, whether on board or not shall become the Buyers’ property, but spares on

206	order are excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers

207	are not required to replace spare parts including spare tail-end shaft(s) and spare

208	propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to

209	delivery, but the replaced items shall be the property of the Buyers. Unused Sstores and

210

provisions shall be included in the sale and be taken over by the Buyers without extra payment. and any bunkers, lubricating oils and greases on board the Vessel at the time of Delivery shall be taken over by the Buyers at no cost to the Buyersbe excluded from the sale and remain the property of the Sellers (or any sub-charterer as the case may be).

211	Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s

212	personal belongings including the slop chest are excluded from the sale without compensation,

213as well as the following additional items:(include list)

214	Items on board which are on hire or owned by third parties, listed as follows, are excluded from

215the sale without compensation:(include list)

216	Items on board at the time of inspection which are on hire or owned by third parties, not listed

217	above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.

218	The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and

219	greases in storage tanks and unopened drums and pay either:

220	(a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or

221	(b) *the current net market price (excluding barging expenses) at the port and date of delivery

222	of the Vessel or, if unavailable, at the nearest bunkering port,

223	for the quantities taken over.

224	Payment under this Clause shall be made at the same time and place and in the same

225	currency as the Purchase Price.

226	“inspection” in this Clause 7, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b)

227	(Inspection), if applicable. If the Vessel is taken over without inspection, the date of this

228	Agreement shall be the relevant date.

229	*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions

230	alternative (a) shall apply.

2318. Documentation

At the time of delivery, the Buyers shall provide the Sellers with the following documents:

(i) a copy of Certificate of Registration of the Buyers;

(ii) a copy of resolutions or minutes of the meetings of the board of directors of the Buyers according to which they agree to purchase the Vessel and approving the execution of all documents and the doing of all things necessary to give effect to that; and

(iii) a copy of power of attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in the performance of this Agreement.

232	The place of closing:

233	(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the

234	following delivery documents:

235	(i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State,

236	transferring title of the Vessel and stating that the Vessel is free from all mortgages,

237	encumbrances and maritime liens or any other debts whatsoever, duly notarially attested

238	and legalised or apostilled, as required by the Buyers’ Nominated Flag State;

239	(ii) Evidence that all necessary corporate, shareholder and other action has been taken by

240	the Sellers to authorise the execution, delivery and performance of this Agreement;

241	(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf

242	of the Sellers in the performance of this Agreement, duly notarially attested and legalised

243	or apostilled (as appropriate);

244	(iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state

245	on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the

246	Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by

247	such authority to the closing meeting with the original to be sent to the Buyers as soon as

248	possible after delivery of the Vessel;

249	(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance

250	Certificate issued within three (3) Banking Days prior to delivery confirming that the

251	Vessel is in Class free of condition/recommendation;

252	(vi) Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of

253	deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that

254	the registry does not as a matter of practice issue such documentation immediately, a

255	written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith

256	and provide a certificate or other official evidence of deletion to the Buyers promptly and

257	latest within four (4) weeks after the Purchase Price has been paid and the Vessel has

258	been delivered;

259	(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the

260	Vessel ceased to be registered with the Vessel’s registry, or, in the event that the registry

261	does not as a matter of practice issue such certificate immediately, a written undertaking

262	from the Sellers to provide the copy of this certificate promptly upon it being issued

263	together with evidence of submission by the Sellers of a duly executed Form 2 stating

264	the date on which the Vessel shall cease to be registered with the Vessel’s registry;

265	(viii) Commercial Invoice for the Vessel;

266	(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

267	(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the

268	Vessel’s communications contract which is to be sent immediately after delivery of the

269

Vessel;

270	(xi) Any additional documents as may reasonably be required by the competent authorities of

271	the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the

272	Buyers notify the Sellers of any such documents as soon as possible after the date of

273	this Agreement; and

274	(xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not

275	black listed by any nation or international organisation.

276	(b) At the time of delivery the Buyers shall provide the Sellers with:

277	(i) Evidence that all necessary corporate, shareholder and other action has been taken by

278	the Buyers to authorise the execution, delivery and performance of this Agreement; and

279	(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf

280	of the Buyers in the performance of this Agreement, duly notarially attested and legalised

281	or apostilled (as appropriate).

282	(c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English

283	language they shall be accompanied by an English translation by an authorised translator or

284	certified by a lawyer qualified to practice in the country of the translated language.

285	(d) The Parties shall to the extent possible exchange copies, drafts or samples of the

286	documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the

287	other party not later than (state number of days), or if left blank, nine (9) days prior to the

288	Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to

289	Clause 5(b) of this Agreement.

290	(e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above,

291	the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans,

292	drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other

293	certificates which are on board the Vessel shall also be handed over to the Buyers unless

294	the Sellers are required to retain same, in which case the Buyers have the right to take copies.

295	(f) Other technical documentation which may be in the Sellers’ possession shall promptly after

296	delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep

297	the Vessel’s log books but the Buyers have the right to take copies of same.

298	(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance

299	confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.

3009.Encumbrances

301	The Sellers warrant that the Vessel, at the time of deliveryDelivery, is free from all charters (other than the Bareboat Charterr and ),

302	encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject

303	to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the

304	Buyers against all consequences of claims made against the Vessel which have been incurred

305	prior to the time of deliveryDelivery.

30610. Taxes, fees and expenses

307	Any taxes, fees and expenses in connection with the purchase of the Vessel and registration in the Buyers’

308	Nominated Flag State and in connection with the closing of the Sellers’ register and shall be for the Buyers’ account, whereas similar charges in connection

309	with the closing of the Sellers’ register shall be for the Sellers’ account.

31011. Condition on delivery

311	The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is

312	delivered to the Buyers but subject to the terms and conditions of this Agreement she shall be delivered and taken over as she was. , but subject to the terms and conditions of this Agreement she shall be

313	delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

314	However, the Vessel shall be delivered free of cargo and free of stowaways with her Class

315	maintained without condition/recommendation*, free of average damage affecting the Vessel’s

316	class, and with her classification certificates and national certificates, as well as all other

317	certificates the Vessel had at the time of inspection, valid and unextended without

318	condition/recommendation* by the Classification Society or the relevant authorities at the time

319	of deliveryDelivery.

320	“inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or

321	4(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this

322	Agreement shall be the relevant date.

323	*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification

324	Society without condition/recommendation are not to be taken into account.

32512. Name/markings - intentionally omitted

326	Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel

327

markings.

32813. Buyers’ default- intentionally omitted

329	Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the

330	right to cancel this Agreement, and they shall be entitled to claim compensation for their losses

331	and for all expenses incurred together with interest.

332	Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers

333	have the right to cancel this Agreement, in which case the Deposit together with interest

334	earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the

335	Sellers shall be entitled to claim further compensation for their losses and for all expenses

336	incurred together with interest.

33714. Sellers’ default

338	Should the Sellers fail to give Notice of Readiness in accordancenotice of the Scheduled Delivery Date by serving a Payment Notice under with Clause 24Clause 5(b) or fail to be

339	ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the

340	option of cancelling this Agreement. If after Notice of Readinessa Payment Notice has been given but before

341	the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not

342	made physically ready again by the Cancelling Date and new Notice of ReadinessPayment Notice given, the

343	Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this

344	Agreement, the Deposit together with interest earned, if any, shall be released to them

345	immediately.

346	Should the Sellers fail to give Notice of Readinessa Payment Notice by the Cancelling Date or fail to be ready to

347	validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers

348	for their loss and for all expenses together with interest if their failure is due to proven

349	negligence and whether or not the Buyers cancel this Agreement., and this Agreement shall immediately terminate and be cancelled without the need for either Buyers or Sellers to take any action whatsoever.

35015. Buyers’ representatives - intentionally omitted

351	After this Agreement has been signed by the Parties and the Deposit has been lodged, the

352	Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and

353

expense.

354	These representatives are on board for the purpose of familiarisation and in the capacity of

355	observers only, and they shall not interfere in any respect with the operation of the Vessel. The

356	Buyers and the Buyers’ representatives shall sign the Sellers’ P&I Club’s standard letter of

357	indemnity prior to their embarkation.

35816. Law and Arbitration (See Clause 30)

359	(a) *This Agreement shall be governed by and construed in accordance with English law and

360	any dispute arising out of or in connection with this Agreement shall be referred to arbitration in

361	London in accordance with the Arbitration Act 1996 or any statutory modification or re-

362	enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

363	The arbitration shall be conducted in accordance with the London Maritime Arbitrators

364	Association (LMAA) Terms current at the time when the arbitration proceedings are

365	commenced.

366	The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall

367	appoint its arbitrator and send notice of such appointment in writing to the other party requiring

368	the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and

369	stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own

370	arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the

371	other party does not appoint its own arbitrator and give notice that it has done so within the

372	fourteen (14) days specified, the party referring a dispute to arbitration may, without the

373	requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator

374	and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on

375	both Parties as if the sole arbitrator had been appointed by agreement.

376	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the

377	arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at

378	the time when the arbitration proceedings are commenced.

379	(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the

380	United States Code and the substantive law (not including the choice of law rules) of the State

381	of New York and any dispute arising out of or in connection with this Agreement shall be

382	referred to three (3) persons at New York, one to be appointed by each of the parties hereto,

383	and the third by the two so chosen; their decision or that of any two of them shall be final, and

384	for the purposes of enforcing any award, judgment may be entered on an award by any court of

385	competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the

386	Society of Maritime Arbitrators, Inc.

387	In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the

388	arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the

389	Society of Maritime Arbitrators, Inc.

390	(c) This Agreement shall be governed by and construed in accordance with the laws of

391	(state place) and any dispute arising out of or in connection with this Agreement shall be

392	Referred to arbitration at (state place) subject to the procedures applicable there.

393	*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of

394	deletions, alternative 16(a) shall apply.

39517.Notices – (See Clause 25)

396	All notices to be provided under this Agreement shall be in writing.

397	Contact details for recipients of notices are as follows:

398	For the Buyers:

399	For the Sellers:

40018.Entire Agreement

401	The terms of this Agreement, its Rider Clauses and the Bareboat Charter comprise the entire agreement between the Buyers and

402	The Sellers in relation to the sale and purchase of the Vessel and supersede all previous

403	Agreements whether oral or written between the Parties in relation thereto.

404	Each of the Parties acknowledges that in entering into this Agreement it has not relied on and

405	shall have no right or remedy in respect of any statement, representation, assurance or

406	warranty (whether or not made negligently) other than as is expressly set out in this Agreement.

407	Any terms implied into this Agreement by any applicably statute or law are hereby excluded to

408	the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude

409	any liability for fraud

For and on behalf of the SellersFor and on behalf of the Buyers

/s/ Thaleia Kalafati/s/ Wong Wai Sum

Name: Thaleia KalafatiName:Wong Wai Sum

Title: Attorney-in-fact Title:Attorney-in-Fact

EXECUTION VERSION

RIDER CLAUSES TO MEMORANDUM OF AGREEMENT

DATED 21 March 2022

CLAUSE 19 - PAYMENT OF PURCHASE PRICE BY BUYERS

(a)	Subject to the provisions of this Agreement, in consideration of the Buyers agreeing to pay the Purchase Price of the Vessel to the Sellers, the Sellers hereby agree to sell and transfer all rights, title and interest in the Vessel absolutely, with full title guarantee, on the Delivery Date.

(b)

Subject to the provision of a duly completed Payment Notice to be received by the Buyers not later than five (5) Business Days prior to the Prepositioning Date (as hereinafter defined) and fulfilment of the Remittance Conditions Precedent at least one (1) Business Days prior to the Prepositioning Date, the Purchase Price shall be paid in full by the Buyers to the Sellers as follows:

(i)

on the Delivery Date, an amount corresponding to the amount of the Advance Charterhire payable by the Sellers as bareboat charterers of the Vessel to the Buyers as owners under the Bareboat Charter shall be set off against a corresponding amount of the Purchase Price payable under this Agreement; and

(ii)

the balance of the Purchase Price in an amount equal to the Opening Capital Balance shall be paid as follows:

(A)

the Buyers shall, no later than three (3) Business Days prior to the Vessel’s Scheduled Delivery Date (the “Prepositioning Date”) deposit with the Builder’s Bank the Delivery Payment (Builder) on an unallocated basis in a suspense account with SWIFT MT 103 and a SWIFT MT 199 irrevocable conditional release instruction in a form to be reasonably agreed (each such release instruction, the “SWIFT Payment Instructions”). The amount so deposited under the Delivery Payment (Builder) shall be released upon the signing, timing and release of the SBC Protocol of Delivery and Acceptance (to be countersigned by the Sellers and the Buyers) and the fulfilment of the Delivery Conditions Precedent and otherwise in accordance with the terms set out in the SWIFT Payment Instructions; and

(B)

the Buyers shall, by way of a SWIFT MT 103 pay the Delivery Payment (Sellers) to the Sellers’ Bank promptly after and in any case within one (1) Business Day of the release of the Delivery Payment(Builder).

(c)	In case of the prepositioning of amounts in (b)(ii)(A) above, interest calculated on the Delivery Payment (Builder) at the rate of the Overnight USD LIBOR plus 245 basis points (the “Remittance Interest”) shall:

(i)

in the event that the Vessel is delivered to the Buyers on the Delivery Date, accrue as of the Prepositioning Date (inclusive) until the Delivery Date (exclusive); and

(ii)

in the event that the Vessel is not delivered to the Buyers on the Delivery Date, accrue as of the Prepositioning Date until the Delivery Payment (Builder) is returned by the Builder’s Bank to the Buyers in accordance with the SWIFT Payment Instructions (both dates inclusive),

and the Sellers shall pay to the Buyers the applicable amount of Remittance Interest as notified by the Buyers to the Sellers within three (3) Business Days of the Buyers’ demand.

CLAUSE 20– FURTHER CONDITIONS

The Buyers’ obligation to purchase the Vessel and the Sellers’ obligation to sell the Vessel are further conditional upon:

(a)	the Vessel being delivered to the Head Sellers pursuant to the Shipbuilding Contract;

(b)	the Vessel being delivered to the Sellers pursuant to the Head MOA;

(c)	the Delivery taking place on a Business Day on or before the Cancelling Date;

(d)	the simultaneous delivery to and acceptance by the Sellers as bareboat charterer of the Vessel in accordance with the terms of the Bareboat Charter; and

(e)	no Potential Termination Event or Termination Event having occurred on the Prepositioning Date or the Delivery Date or which would occur on either such date as a result of the performance by the Sellers or Buyers of their respective obligations under this Agreement.

CLAUSE 21- REPRESENTATIONS AND WARRANTIES OF SELLERS

(a)	The Sellers represent and warrant to the Buyers on the date hereof, the Prepositioning Date and on the Delivery Date that:

(i)

they or the Head Sellers have paid all instalments payable under the Shipbuilding Contract to the Builder (other than the Delivery Instalment (Builder)) and no other amount is due from the Sellers or the Head Sellers to the Builder under the terms of the Shipbuilding Contract;

(ii)

they have entered into the Head MOA with the Head Sellers to obtain good and marketable title to the Vessel at the Delivery Date (hence having good and marketable title to the Vessel at the Delivery Date) as part of an agreed procedure free and clear of Security Interests and they have all requisite power and authority to enter and perform its obligations under such Head MOA;

(iii)

none of the Sellers or any member of the Group:

(A)

is a Prohibited Person;

(B)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(C)

owns or controls a Prohibited Person; nor

(D)

has a Prohibited Person serving as a director, officer or, to the best of the Sellers’ knowledge, employee;

(iv)

no part of the Purchase Price nor the Vessel shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise

directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions, or to fund any activity in a Prohibited Country ;

(v)

they are not in breach of any Anti-Money Laundering Laws and they have instituted and maintained systems, controls, policies and procedures designed to:

(AA)

prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and

(BB)

promote and achieve compliance with Anti-Money Laundering Laws including, but not limited to, ensuring thorough and accurate books and records, and utilisation of commercially reasonable efforts to ensure that Affiliates acting on behalf of the Sellers shall act in compliance with Anti-Money Laundering Laws.

CLAUSE 22– PHYSICAL PRESENCE

If there is any change in the flag state from the Flag State at the date of this Agreement and such new Flag State require the Buyers to have a physical presence or office in the jurisdiction of such Flag State, all documented fees, costs and expense arising out of or in connection with the establishment and maintenance of such physical presence or office by the Buyers shall be borne by the Sellers.

CLAUSE 23- INDEMNITIES

(a)

The Sellers shall indemnify and pay such amounts to the Buyers in respect of all documented costs, claims, expenses, liabilities, losses, taxes, damages and fees (including but not limited to any legal fees, vessel registration and tonnage fees) suffered or incurred by or imposed on the Buyers arising from this Agreement or in connection with the Delivery, registration (including any fees pertaining to the registration of the owners as foreign maritime entities pursuant to the requirements of the Flag State), purchase and inspection of the Vessel by the Buyers or the funding of all or any portion of the Purchase Price (including but not limited to the event that the Delivery Instalments have been deposited in accordance with Clause 19(b)(ii) but not released or returned in accordance with the SWIFT Payment Instructions) for any reason whatsoever), and whether or not the Vessel is in the possession of or the control of the Sellers or otherwise.

(b)	Notwithstanding anything to the contrary herein, the indemnities provided by the Sellers under paragraph (a) above shall continue in full force and effect notwithstanding any breach of the terms of this Agreement or termination of this Agreement pursuant to the terms hereof.

CLAUSE 24– NOTICE, TIME AND PLACE OF DELIVERY

(a)

The Sellers shall keep the Buyers well informed of the proposed Delivery Date of the Vessel (including providing the Buyers with copies of all notices of the delivery schedule received from the Builder) and shall in any event specify the Scheduled Delivery Date and proposed place of delivery in the Payment Notice.

(b)	The Vessel shall be delivered and taken over at the yard of the Builder contemporaneously with the delivery by the Builder to the Sellers in accordance with the Shipbuilding Contract and the Head MOA on the Delivery Date.

CLAUSE 25– NOTICES

(a)

Any notice, certificate, demand or other communication to be served, given, made or sent under or in relation to this Agreement shall be in English and in writing and (without prejudice to any other valid method or giving, making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address:

(A)	to the Buyers:	c/o CMB Financial Leasing Co., Ltd.
		21F, China Merchants Bank Building
		No. 1088 Lujiazui Ring Road
		Shanghai 200120
		The People’s Republic of China

		Attention:
		Email:

		Tel:

(B)	to the Sellers:	c/o OET CHARTERING INC.
		Ethnarchou Makariou & D. Falireos Str. 2
		185 47, Neo Faliro, Piraeus, Greece

		Attention:
		Email:

		Tel:

or, if a party hereto changes its address or email address, to such other address (or email address) as that party may notify to the other.

(b)

CLAUSE 26– NO WAIVER OF RIGHTS

(a)

No neglect, delay, omission or indulgence on the part of the Buyers in enforcing the terms and conditions of this Agreement shall prejudice the strict rights of the Buyers or be construed as a waiver thereof nor shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.

(b)	No right or remedy conferred upon the Buyers by this Agreement shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies shall be cumulative.

CLAUSE 27– NO SET-OFF OR TAX DEDUCTION

(a)	Any payment made by the Sellers to the Buyers under this Agreement shall be paid:

(i)

without any form of set-off, cross-claim or condition; and

(ii)

free and clear of any tax deduction (other than a FATCA Deduction) or withholding unless required by law.

(b)	Without prejudice to paragraph (a) of this Clause, if the Sellers are required by law to make a tax deduction from any payment:

(i)

the Sellers shall notify the Buyers as soon as they become aware of the requirement; and

(ii)

the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Buyers receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

(c)	In this Clause, “tax deduction” means any deduction or withholding for or on account of any present or future tax.

CLAUSE 28– ASSIGNMENT AND TRANSFER

(a)	The Sellers shall not assign or transfer (whether by novation or otherwise) their rights and/or obligations under this Agreement except with the Buyers’ prior written consent.

(b)

The Buyers may assign or transfer (whether by novation or otherwise) any of their rights under this Agreement in the same way as it may assign or transfer any of their rights under the Bareboat Charter, following which the Sellers shall execute such documents and do all such things as reasonably required by the Buyers to facilitate or effect such assignment or transfer.

(c)	Each of the Sellers and Buyers shall bear their own costs arising from any assignment or transfer as permitted under this Clause.

CLAUSE 29- MISCELLANEOUS

(a)	Unless otherwise expressly stated to the contrary in this Agreement, any payment which is due to be made on a day which is not a Business Day shall be made on the preceding Business Day instead.

(b)

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

(c)	The Sellers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Agreement.

(d)	No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

(e)	This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement or that Leasing Document, as the case may be.

CLAUSE 30– GOVERNING LAW AND JURISDICTION

(a)	This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by English law.

(b)

Any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”) shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.

(c)

The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced. The reference shall be to three (3) arbitrators. A Party wishing to refer a Dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other Party requiring the other Party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and give notice that it has done so within the fourteen (14) days specified. If the other Party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the Party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be binding on both Parties as if he had been appointed by agreement. Nothing herein shall prevent the Parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

(d)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

CLAUSE 31– DEFINITIONS

Unless otherwise specified hereunder, capitalised terms in this Agreement shall have the same meaning as in the Bareboat Charter:

“Bareboat Charter” means the bareboat charterparty in respect of the Vessel dated on or about the date hereof and entered into between the Buyers as owner and the Sellers as bareboat charterer.

“Builder” means Hyundai Heavy Industries Co., Ltd., a company incorporated in South Korea with limited liability and registered address at 1000, Bangeojinsunhwan-doro, Dong-gu, Ulsan, 44032, the Republic of Korea.

“Builder’s Account” means the account as designated and notified by the Builder with the Builder’s Bank in accordance with the Shipbuilding Contract for the purposes of receiving amounts thereunder.

“Builder’s Bank” means such bank or financial institution with which the Builder’s Account is maintained, details of which are notified to the Buyers not less than five (5) Business Days prior to the Prepositioning Date and the identity of which is acceptable to the Buyers.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the principal business centres of Shanghai, Singapore, Amsterdam, Seoul and Piraeus and, in respect of a day on which a payment is required to be made or other dealing is due to take place under this Agreement in Dollars, also a day on which commercial banks are open in New York City.

“Cancelling Date” means 26 July 2022 or such later date as may be agreed by the Buyers in their discretion.

“Delivery” means the passing of the legal and beneficial interest in the Vessel from the Sellers to the Buyers pursuant to the terms of this Agreement.

“Delivery Conditions Precedent” means the conditions precedent detailed in Clause 34.2(g)(ii) of the Bareboat Charter.

“Delivery Date” means the date on which Delivery occurs.

“Delivery Payment (Builder)” means the portion of the Opening Capital Balance which is to be paid to the Builder as the final delivery instalment plus Extra Construction Costs (as defined in the Head MOA) as set out in the Payment Notice.

“Delivery Payment (Sellers)” means the portion of the Opening Capital Balance less the Delivery Payment (Builder) as set out in the Payment Notice.

“Delivery Payments” means the Delivery Payment (Builder) and the Delivery Payment (Sellers) and each, as the case may be, the “Delivery Payment”.

“Dispute” shall have the meaning ascribed thereto under Clause 30(b).

“Dollars” and “US$” mean the lawful currency, for the time being, of the United States of America.

“Head Sellers” means Sandre Enterprises S.A., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with registration number 106174 and with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH 96960.

“Initial Market Value” means, in relation to the Vessel:

(a)	subject to paragraph (b) below, the arithmetic mean of the valuations shown by two (2) valuation reports each addressed to the Buyers and prepared at the Sellers’ cost:

(i)

on a date no earlier than thirty (30) days prior to the Delivery Date;

(ii)

by Approved Valuers one nominated by the Buyers and the other nominated by the Sellers (but with the report addressed to Buyers);

(iii)

without physical inspection of the Vessel; and

(iv)

on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, without taking into account any charter; and

(b)

if there is a discrepancy of five per cent (5%) or more between the market valuations shown on the two (2) valuation reports obtained pursuant to paragraph (a) above (using the lower valuation figure as the denominator), then a third valuation shall be obtained and prepared on the same terms and conditions as set out under paragraph (a) above (except that the third valuation report additionally required under this sub-paragraph (b) shall be prepared by an Approved Valuer nominated by the Buyers), with the arithmetic mean taken from the valuations shown by such three (3) valuation reports.

“MOA Protocol of Delivery and Acceptance” means the protocol of delivery and acceptance recording the time and date of the Delivery of the Vessel under this Agreement to be signed by the Buyers and the Sellers in substantially the form attached as Schedule 2 (Form of Protocol of Delivery and Acceptance).

“Opening Capital Balance” means an amount which is equal to seventy five per cent. (75%) of the Purchase Price.

“Payment Notice” means the payment notice to be submitted by the Sellers to the Buyers to request for the Buyers’ payment of the Purchase Price, which shall be in the form set out in Schedule 1 (Form of Payment Notice) and which shall be signed by at least one officer or authorised attorney of the Sellers.

“Prepositioning Date” shall have the meaning ascribed thereto under Clause 19(b)(ii).

“Purchase Price” means an amount equal to the lowest of:

(a)	the Initial Market Value; and

(b)	$97,000,000.

“Remittance Conditions Precedent” means the conditions precedent detailed in Clause 34.2(g)(i) of the Bareboat Charter.

“Remittance Interest” shall have the meaning ascribed thereto under Clause 19(c).

“SBC Protocol of Delivery and Acceptance” means the protocol of delivery and acceptance recording the time and date of the Delivery of the Vessel under the Shipbuilding Contract to be signed by the Builder and the Head Seller in the form required under the Shipbuilding Contract.

“Scheduled Delivery Date” means the date of delivery of the Vessel set out in the Payment Notice.

“Sellers’ Account” means an account of the Sellers at the Sellers’ Bank.

“Sellers’ Bank” means a bank designated by the Sellers, details of which are notified to the Buyers not less than five (5) Business Days prior to the Prepositioning Date and the identity of which is acceptable to the Buyers.

“Shipbuilding Contract” means the shipbuilding contract dated 28 September 2020 entered into between the Head Sellers (in their capacity as buyers) and the Builder (in its capacity as seller) for the construction and purchase of the Vessel as may from time to time be amended, supplemented.

“SWIFT Payment Instructions” shall have the meaning ascribed thereto under Clause 19(b)(ii).

SCHEDULE 1

FORM OF PAYMENT NOTICE

SCHEDULE 2

FORM OF PROTOCOL OF DELIVERY AND ACCEPTANCE

EXECUTION PAGE

BUYERS

SIGNED BY	)
for and on behalf of	) /s/ Wong Wai Sum
SEA 290 LEASING CO. LIMITED	) Wong Wai Sum
as attorney-in-fact	) Attorney-in-Fact
in the presence of	)

Witness’ signature:	) /s/ Sandrea Mar
Witness’ name:	) Sandrea Mar
Witness’ address:	) Suites 4610-4619 Jardine House
	) 1 Connaught Place, Hong Kong




SELLERS

SIGNED BY Thaleia Kalafati	) /s/ Thaleia Kalafati
for and on behalf of	)
THETA NAVIGATION LTD	)
as attorney-in-fact	)
in the presence of	)

	) Attorney at Law, LLM
	) Athens Bar
Witness’ signature:	) /s/ Ariadne E. Aldous
Witness’ name:	) Ariadne E. Aldous
Witness’ address:	)Athens–Greece,Tel: +306947612955

EXECUTION VERSION

Dated 26 January 2024

SEA 290 LEASING CO. LIMITED

as Owner

and

THETA NAVIGATION LTD

as Charterer

and

OKEANIS ECO TANKERS CORP.

as Guarantor and Shareholder

AMENDMENT AND RESTATEMENT DEED

relating to a bareboat charter dated 21 March 2022
as amended, supplemented and restated from time to time including by an amendment and
restatement deed dated 29 June 2023 in respect of
one (1) very large crude carrier named m.v. “Nissos Nikouria”

Index

Clause		Page

1.	Definitions and Interpretation	1
2	Conditions Precedent	2
3	Representations	2
4	Amendment and Restatement	3
5	Further Assurance	4
6	Costs and Expenses	4
7	Notices	4
8	Counterparts	5
9	Governing Law	5
10	Jurisdiction	5

Schedules

Schedule 1 Conditions Precedent		6
Schedule 2 Form of Effective Date Notice		7

Execution

Execution Pages		9

EXECUTION VERSION

THIS DEED is made on 26 January 2024

PARTIES

(1)	SEA 290 LEASING CO. LIMITED, a company incorporated under the laws of Hong Kong with limited liability whose registered office is at 27/F, Three Exchange Square, 8 Connaught Place, Hong Kong as owner (the “Owner”);

(2)

THETA NAVIGATION LTD, a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with entity number 109610 and with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as charterer (the “Charterer”); and

(3)

OKEANIS ECO TANKERS CORP., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with registration number 96382 and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Guarantor” and the “Shareholder”).

BACKGROUND

(A)	By the Charter, the Owner agreed to bareboat charter one (1) very large crude carrier named m.v. Nissos Nikouria (the “Vessel”) to the Charterer pursuant to the terms and conditions contained therein.

(B)

Without prejudice and in addition to the Owner’s rights under the Charter and other Transaction Documents, the Parties have agreed to amend and restate the Charter as set out in this Deed as a result of further commercial negotiations between the Owner and the Charterer, with effect on and from the Effective Date.

OPERATIVE PROVISIONS

1.	DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Deed:

“Amended and Restated Charter” means the Charter as amended and restated by this Deed pursuant to which the additional clauses of the Charter shall be amended and restated in the form set out in Schedule 3 (Form of Amended and Restated Charter).

“Charter” means the bareboat charter dated 21 March 2022 (as amended and/or supplemented from time to time, including by an amendment and restatement deed dated 29 June 2023) and made between (i) the Owner as owners and (ii) the Charterer as charterers.

“Effective Date” means 3 March 2024 provided that the Owner is satisfied that the conditions precedent specified in Clause 2.1 (Conditions Precedent) are fulfilled and issues the Effective Date Notice.

“Effective Date Notice” means the notice by which the Owner notify the Charterer of the occurrence of the Effective Date, in substantially the form set out in Schedule 2 (Form of Effective Date Notice).

“Obligor” means collectively, the Charterer, the Guarantor and the Shareholder, and “Obligors” means each or any of them, as the context may require.

“Party” means a party to this Deed.

1.2

Defined expressions

Defined expressions in the Charter and the other Leasing Documents shall have the same meanings when used in this Deed unless the context otherwise requires or unless otherwise defined in this Deed.

1.3

Application of construction and interpretation provisions of Charter

Clauses 66.1 to 66.5 (definitions) inclusive of the Charter applies to this Deed as if it were expressly incorporated in it with any necessary modifications.

1.4

Designation as a Leasing Document

The Owner and the Charterer designate this Deed as a Leasing Document.

1.5

Third party rights

(a)	Unless provided to the contrary in this Deed, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.

(b)	Notwithstanding any term of any Leasing Document, the consent of any person who is not a party is not required to rescind or vary this Deed at any time.

2	CONDITIONS PRECEDENT

2.1

The occurrence of the Effective Date is subject to:

(a)	no Termination Event or Potential Termination Event having occurred on the date of this Deed and on the Effective Date;

(b)	the representations and warranties in clause 48 (representations and warranties) of the Charter to be made by the Charterer being true on the date of this Deed and the Effective Date; and

(c)	the Owner having received (or waived receipt of) all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) in form and substance satisfactory to the Owner.

2.2

The Owner shall notify the Charterer promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in paragraph 2.1 above by issuing the Effective Date Notice.

3.	REPRESENTATIONS

3.1

Charter representations

The Charterer makes the representations and warranties set out in clause 48 (representations and warranties) of the Charter, as amended and restated by this Deed and updated with appropriate modifications to refer to this Deed, by reference to the circumstances then existing on the date of this Deed and on the Effective Date.

3.2

Leasing Document representations

Each Obligor makes the representations and warranties set out in the Leasing Documents to which it is a party, as amended and restated by this Deed and updated with appropriate modifications to refer to this Deed, by reference to the circumstances then existing on the date of this Deed and on the Effective Date.

4	AMENDMENT AND RESTATEMENT

4.1

Specific amendments to the Charter

With effect on and from the Effective Date, the additional clauses of the Charter shall be amended and restated in the form of the Amended and Restated Charter and, as so amended and restated, the Charter shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated.

4.2

Amendments to Leasing Documents

With effect as of and from the Effective Date, each of the Leasing Documents shall be, and shall be deemed by this Deed to be, amended by the definition of, and references throughout each of the Leasing Documents to, the Charter being construed as if the same referred to the Amended and Restated Charter.

4.3

Obligor Confirmation

On the Effective Date, each Obligor:

(a)	confirms its acceptance of the Amended and Restated Charter;

(b)	agrees that it is bound as an Obligor (as defined in the Amended and Restated Charter);

(c)	confirms that the definition of, and references throughout each of the Leasing Documents to, the Charter and any of the other Leasing Documents shall be construed as if the same referred to the Charter and those Leasing Documents as amended and restated by this Deed;

(d)	(if it is a Guarantor) confirms that its guarantee and indemnity:

(i)

continues to have full force and effect on the terms of the Amended and Restated Charter; and

(ii)

extends to the obligations of the relevant Obligors under the Leasing Document as amended and restated by this Deed.

4.4

Security confirmation

On the Effective Date, each Obligor confirms that:

(a)	any Security Interest created by it under the Leasing Documents extends to the obligations of the relevant Obligors under the Leasing Documents as amended and restated by this Deed;

(b)	the obligations of the relevant Obligors under the Amended and Restated Charter are included in the Secured Liabilities (as defined in the Shares Security);

(c)	the Security Interests created under the Leasing Documents continues in full force and effect on the terms of the respective Leasing Documents; and

(d)	to the extent that this confirmation creates a new Security Interest, such Security Interest shall be on the terms of the Leasing Documents in respect of which this confirmation is given.

4.5

Leasing Documents to remain in full force and effect

The Leasing Documents shall remain in full force and effect and, from the Effective Date:

(a)	in the case of the Charter as amended and restated pursuant to Clause 4.1 (Specific amendments to the Charter);

(b)	in the case of the Leasing Documents as amended and pursuant to Clause 4.2 (Amendments to Leasing Documents);

(c)	the Charter and the applicable provisions of this Deed will be read and construed as one document;

(d)	each of the Leasing Documents and the applicable provisions of this Deed will be read and construed as one document; and

(e)	except to the extent expressly waived by the amendments effected by this Deed, no waiver is given by this Deed and the Owner expressly reserve all their rights and remedies in respect of any Termination Event under the Leasing Documents

5	FURTHER ASSURANCE

5.1

Each Obligor shall promptly, and in any event within the time period specified by the Owner do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgements, proxies and powers of attorney), as the Owner may specify (and in such form and substance as the Owner may require in favour of the Owner or its nominee(s)) to implement the terms and provisions of this Deed.

5.2

The Owner shall take all such action as is available to them (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any encumbrance conferred or intended to be conferred on the Owner by or pursuant to the Security Documents and the Charter as amended and supplemented by this Deed.

6	COSTS AND EXPENSES

6.1	All costs and expenses (including legal costs and disbursements) incurred by the Owners in the preparation, negotiation, documentation and execution of all documentation in relation to the matters contemplated by this Deed shall be for the account of the Charterer.

7	NOTICES

7.1	Clause 46 (notices) of the Charter, as amended and restated by this Deed apply to this Deed as if it were expressly incorporated in it with any necessary modifications.

7.2	The details of the Guarantor for the purposes of this Deed shall be:

OKEANIS ECO TANKERS CORP.

c/o OET CHARTERING INC.

Ethnarchou Makariou & D. Falireos Str. 2

185 47, Neo Faliro, Piraeus, Greece

Attention:

Email:

Tel:

8	COUNTERPARTS

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

9	GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

10	JURISDICTION

Clause 65 (Governing Law and Enforcement) of the Charter applies to this Deed as if it were expressly incorporated in it with any necessary modifications.

IN WITNESS WHEREOF this Deed has been entered into and delivered as a deed, on the date stated at the beginning of this Deed.

SCHEDULE 1

Conditions Precedent

SCHEDULE 2

FORM OF EFFECTIVE DATE NOTICE

SCHEDULE 3

AMENDED AND RESTATED CHARTER (ADDITIONAL CLAUSES MARKED TO INDICATE AMENDMENTS)

1.	Shipbroker N/A	2.Place and date
3.	Owners/Place of business (Cl. 1) SEA 290 LEASING CO. LIMITED, a company incorporated under the laws of Hong Kong with limited liability whose registered office is at27/F, Three Exchange Square, 8 Connaught Place, Hong Kong	4.Bareboat Charterers/Place of business (Cl. 1) THETA NAVIGATION LTD, a corporation incorporated and existing under the laws of the Republic of the Marshall Islands with Entity Number 109610 and with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
5.	Vessel’s name, call sign and flag (Cl. 1 and 3) Vessel name: Hull No. 3212 Call Sign: 9920760 Flag: Marshall Islands or otherwise agreed between Parties
6.	Type of Vessel VLCC	7.GT/NT 154,500/106,657
8.	When/Where built 2022 Hyundai Heavy Industries, South Korea	9.Total DWT (abt.) in metric tons on summer freeboard 300,000
10.	Classification Society (Cl. 3) DNV	11. Date of last special survey by the Vessel’s classification society N/A
12	Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3) N/A
13.	Port or Place of delivery (Cl. 3) Back to back with MOA delivery	14. Time for delivery (Cl. 4) See Clause 34, back to back with MOA delivery	15.Cancelling date (Cl. 5) See definition of “Cancelling Date” and Clause 33
16.	Port or Place of redelivery (Cl. 15) See Clauses 41 and 42	17. No. of months’ validity of trading and class certificates upon redelivery (Cl. 15) Six (6) months
18.	Running days’ notice if other than stated in Cl. 4	19.Frequency of dry-docking (Cl. 10(g)) In accordance with Approved Classification Society or requirements of Flag State
20.	Trading limits (Cl. 6) Worldwide via safe ports/berth/anchorage within International Navigating Limits and always subject to Clause 39 (Insurance) and Clause 53 (Vessel Undertaking)
21.	Charter period (Cl. 2) See Clause 32	22.Charter hire (Cl. 11) See Clause 36
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 See Clause 37	25.Currency and method of payment (Cl. 11) Dollars/Bank transfer
26.	Place of payment; also state beneficiary and bank account (Cl. 11) See Clause 36	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) N/A	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) See Clause 39
30.	Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 39	31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g)) See Clause 39
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

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

	N/A
34.	Grace period (state number of clear banking days) (Cl. 28) N/A	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30) (c) Clause 30 not applicable. See Clause 65
36.	War cancellation (indicate countries agreed) (Cl. 26(f)) N/A
37.	Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies) (optional) Yes, Part III does not apply	38. Name and place of Builders (only to be filled in if PART III applies) N/A
39.	Vessel’s Yard Building No. (only to be filled in if PART III applies) N/A	40. Date of Building Contract (only to be filled in if PART III applies) N/A
41.	Liquidated damages and costs shall accrue to (state party acc. to Cl. 1) a) N/A b) N/A c) N/A
42.	Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional) No, Part IV does not apply	43. Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional) No
44.	Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies) N/A	45. Country of the Underlying Registry (only to be filled in if PART V applies) N/A
46.	Number of additional clauses covering special provisions, if agreed Clause 32 to Clause 66

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 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. It is further agreed that the Additional Clauses as indicated in Box 46 above, appended to and integrated in this Charter supplement Part I and II of this Charter. In the event of a conflict, the Additional Clauses shall prevail.

Signature (Owners)

Signature (Charterers)

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

1	1. Definitions

2	In this Charter, the following terms shall have the

3	meanings hereby assigned to them:

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

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

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

7	with particulars as stated in Boxes 6 to 12.

8	“Financial Instrument” has the meaning ascribed to it means the mortgage, deed of

9	in Clause 66.1.covenant or other such financial security instrument as

10	annexed to this Charter and stated in Box 28.

11	2 Charter Period

12	In consideration of the hire detailed in Box 22,

13	the Owners have agreed to let and the Charterers have

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

15	(“The Charter Period”). See also Clause 32.

16	3. Delivery

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

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

19	exercise due diligence to make the Vessel seaworthy

20	And in every respect ready in hull, machinery and

21	equipment for service under this Charter.

22	The Vessel shall be delivered by the Owners and taken

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

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

direct.

26	(b) The Vessel shall be properly documented on

27	delivery in accordance with the laws of the flag State

28	indicated in Box 5 and the requirements of the

29	classification society stated in Box 10. The Vessel upon

30	delivery shall have her survey cycles up to date and

31	trading and class certificates valid for at least the number

32	of months agreed in Box 12.

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

34	taking over of the Vessel by the Charterers shall

35	constitute a full performance by the Owners of all the

36	Owners’ obligations under this Clause 3, and thereafter

37	the Charterers shall not be entitled to make or assert

38	any claim against the Owners on account of any

39	conditions, representations or warranties expressed or

40	implied with respect to the Vessel. but the Owners shall

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

42	renewals occasioned by latent defects in the Vessel,

43	her machinery or appurtenances, existing at the time of

44	delivery under this Charter, provided such defects have

45	manifested themselves within twelve (12) months after

46	delivery unless otherwise provided in Box 32.

47	4. Time for Delivery (See Clause 34)

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

49	The Vessel shall not be delivered before the date

50	indicated in Box 14 without the Charterers’ consent and

51	the Owners shall exercise due diligence to deliver the

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

53	Unless otherwise agreed in Box 18, the Owners shall

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

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

56	definite notice of the date on which the Vessel is

57	expected to be ready for delivery.

58	The Owners shall keep the Charterers closely advised

59	of possible changes in the Vessel’s position.

60	5. Cancelling (See Clause 33)

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

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

63	cancelling date indicated in Box 15, the Charterers shall

64	have the option of cancelling this Charter by giving the

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

66	running hours after the cancelling date stated in Box

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

68	and effect.

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

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

71	are in a position to state with reasonable certainty the

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

73	thereof to the Charterers asking whether they will

74	exercise their option of cancelling, and the option must

75	then be declared within one hundred and sixty-eight

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

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

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

79	Charterers do not then exercise their option of cancelling,

80	the seventh day after the readiness date stated in the

81	Owners’ notice shall be substituted for the cancelling

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

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

84	prejudice to any claim the Charterers may otherwise

85	have on the Owners under this Charter.

86	6. Trading Restrictions (See also Clauses 39.9(d) and

53.1(c))

87	The Vessel shall be employed in lawful trades for the

88	carriage of suitable lawful merchandise within the trading

89	limits indicated in Box 20.

90	The Charterers undertake not to employ the Vessel or

91	suffer the Vessel to be employed otherwise than in

92	conformity with the terms of the contracts of insurance

93	(including any warranties expressed or implied therein)

94	without first obtaining the consent of the insurers to such

95	employment and complying with such requirements as

96	to extra premium or otherwise as the insurers may

97	prescribe.

98	The Charterers also undertake not to employ the Vessel

99	or suffer her employment in any trade or business which

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

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

102	prohibited goods or in any manner whatsoever which

103	may render her liable to condemnation, destruction,

104	seizure or confiscation.

105	Notwithstanding any other provisions contained in this

106	Charter it is agreed that nuclear fuels or radioactive

107	products or waste are specifically excluded from the

108	cargo permitted to be loaded or carried under this

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

110	used or intended to be used for any industrial,

111	commercial, agricultural, medical or scientific purposes

112	provided the Owners’ prior approval has been obtained

113	to loading thereof.

114	7. Surveys on Delivery and Redelivery (See Clauses 41.8 and 41.9)

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

116	The Owners and Charterers shall each appoint

117	surveyors for the purpose of determining and agreeing

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

119	delivery and redelivery hereunder (if applicable). The

Owners shall

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

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

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

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

124	8. Inspection (See Clause 54)

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

126	reasonable notice to the Charterers to inspect or survey

127	the Vessel or instruct a duly authorised surveyor to carry

128	out such survey on their behalf:-

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

130	themselves that the Vessel is being properly repaired

131	and maintained. The costs and fees for such inspection

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

133	is found to require repairs or maintenance in order to

134	achieve the condition so provided;

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

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

137	for such inspection or survey shall be paid by the

138	Charterers; and

139	(c) for any other commercial reason they consider

140	necessary (provided it does not unduly interfere with

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

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

143

Owners.

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

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

146	Charter Period.

147	The Charterers shall also permit the Owners to inspect

148	the Vessel’s log books whenever requested and shall

149	whenever required by the Owners furnish them with full

150	information regarding any casualties or other accidents

151	or damage to the Vessel.

152	9. Inventories, Oil and Stores

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

154	outfit including spare parts, appliances and of all

155	consumable stores on board the Vessel shall be made

156	by the Charterers in conjunction with the Owners on

157	delivery and again on redelivery of the Vessel. The

158	Charterers and the Owners, respectively, shall at the

159	time of delivery and redelivery take over and pay for all

160	bunkers, lubricating oil, unbroached provisions, paints,

161	ropes and other consumable stores (excluding spare

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

163	at the ports of delivery and redelivery, respectively. The

164	Charterers shall ensure that all spare parts listed in the

165	inventory and used during the Charter Period are

166	replaced at their expense prior to redelivery of the

167

Vessel.

168	10. Maintenance and Operation

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

170	Period the Vessel shall be in the full possession

171	and at the absolute disposal for all purposes of the

172	Charterers and under their complete control in

173	every respect. The Charterers shall maintain the

174	Vessel, her machinery, boilers, appurtenances and

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

176	operating condition and in accordance with good

177	commercial maintenance practice and, except as

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

179	own expense they shall at all times keep the

180	Vessel’s Classification Class fully up to date with the

Classification

181	Society indicated in Box 10 and maintain all other

182	necessary certificates in force at all times.

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

184	event of any improvement, structural changes or

185	new equipment becoming necessary for the

186	continued operation of the Vessel by reason of new

187	class requirements or by compulsory legislation, the costs of compliance shall be for the Charterers’ account.

188	costing (excluding the Charterers’ loss of time)

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

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

191	insurance value as stated in Box 29, then the

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

193	and the ratio in which the cost of compliance shall

194	be shared between the parties concerned in order

195	to achieve a reasonable distribution thereof as

196	between the Owners and the Charterers having

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

198	remaining under this Charter shall, in the absence

199	of agreement, be referred to the dispute resolution

200	method agreed in Clause 30.

201	(iii) Financial Security - The Charterers shall maintain

202	financial security or responsibility in respect of third

203	party liabilities as required by any government,

204	including federal, state or municipal or other division

205	or authority thereof, to enable the Vessel, without

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

207	leave any port, place, territorial or contiguous

208	waters of any country, state or municipality in

209	performance of this Charter without any delay. This

210	obligation shall apply whether or not such

211	requirements have been lawfully imposed by such

212	government or division or authority thereof.

213	The Charterers shall make and maintain all arrange-

214	ments by bond or otherwise as may be necessary to

215	satisfy such requirements at the Charterers’ sole

216	expense and the Charterers shall indemnify the Owners

217	against all consequences whatsoever (including loss of

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

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

220	their own expense and by their own procurement man,

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

222	required, repair the Vessel during the Charter Period

223	and they shall pay all charges and expenses of every

224	kind and nature whatsoever incidental to their use and

225	operation of the Vessel under this Charter, including

226	annual flag State fees of the Flag State and any foreign general

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

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

229	for all purposes whatsoever, even if for any reason

230	appointed by the Owners.

231	Charterers shall comply with the regulations regarding

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

233	flag or any other applicable law.

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

235	mortgagee(s) advised of the intended employment,

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

237	as reasonably required.

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

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

240	Vessel in their own colours, install and display their

241	funnel insignia and fly their own house flag. The

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

243	consent, which shall not be unreasonably withheld or delayed, to

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

245	the Charter Period (with all fees, costs and expenses arising in relation thereto for the Charterers’ account). Painting and re-painting, instalment

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

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

248	expense and time.

249	(e) Changes to the Vessel – See Clause 53.1(k). Subject to Clause 10(a)(ii),

250	the Charterers shall make no structural changes in the

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

252	ances or spare parts thereof without in each instance

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

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

255	restore the Vessel to its former condition before the

256	termination of this Charter.

257	(f) Use of the Vessel’s Outfit, Equipment and

258	Appliances - The Charterers shall have the use of all

259	outfit, equipment, and appliances on board the Vessel

260	at the time of delivery, provided the same or their

261	substantial equivalent shall be returned to the Owners

262	on redelivery in the same good order and condition as

263	when received, ordinary wear and tear excepted. The

264	Charterers shall from time to time during the Charter

265	Period replace, renew or substitute such items of equipment as shall be so

266	damaged or worn as to be unfit for use. The Charterers

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

268	damaged, worn or lost parts or equipment be effected

269	in such manner (both as regards workmanship and

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

271

272	equipment at their expense and risk but the Charterers

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

274	requested by the Owners. See also Clause 53.1(k). Any equipment including radio

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

276	be kept and maintained by the Charterers and the

277	Charterers shall assume the obligations and liabilities

278	of the Owners under any lease contracts in connection

279	therewith and shall reimburse the Owners for all

280	expenses incurred in connection therewith, also for any

281	new equipment required in order to comply with radio

282	regulations.

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

284	dock the Vessel and clean and paint her underwater

285	parts whenever the same may be necessary, but not

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

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

288	months after delivery or such other period as may be

289	required by the Classification Society or flag State.

290	11. Hire (See Clause 36)

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

292	punctually in accordance with the terms of this Charter

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

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

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

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

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

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

299	the Charterers. Hire shall be paid continuously

300	throughout the Charter Period.

301	(c) Payment of hire shall be made in cash without

302	discount in the currency and in the manner indicated in

303	Box 25 and at the place mentioned in Box 26.

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

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

306	according to the number of days and hours remaining

307	before redelivery and advance payment to be effected

308	accordingly.

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

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

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

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

313	was last reported or when the Vessel is posted as

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

315	in advance to be adjusted accordingly.

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

317	Owners to interest at the rate per annum as agreed

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

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

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

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

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

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

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

325	of the Owners’ invoice specifying the amount payable

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

327	hire payment date.

328	12. Mortgage (See Clause 62)

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

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

331	any mortgage(s) of the Vessel and that they shall not

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

333	Charterers, which shall not be unreasonably withheld.

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

335	by a mortgage according to the Financial Instrument.

336	The Charterers undertake to comply, and provide such

337	information and documents to enable the Owners to

338	comply, with all such instructions or directions in regard

339	to the employment, insurances, operation, repairs and

340	maintenance of the Vessel as laid down in the Financial

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

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

343	conformity with the Financial Instrument. The Charterers

344	confirm that, for this purpose, they have acquainted

345	themselves with all relevant terms, conditions and

346	provisions of the Financial Instrument and agree to

347	acknowledge this in writing in any form that may be

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

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

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

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

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

353	of the Charterers, which shall not be unreasonably

354

withheld.

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

356	indicate alternative agreed in Box 28).

357	13. Insurance and Repairs (See also Clause 39)

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

359	insured in accordance with Clause 39 andby the

Charterers at their expense against hull

360	and machinery, war and Protection and Indemnity risks

361	(and any risks against which it is compulsory to insure

362	for the operation of the Vessel, including but not limited to maintaining

363	financial security in accordance with sub-clause

364	10(a)(iii)) in such form as the Owners shall in writing

365	approve, which approval shall not be un-reasonably

366	withheld. Such insurances shall be arranged by the

367	Charterers to protect the interests of both the Owners

368	and the Charterers and the Owners’ Financiers mortgagee(s) (if any), and

369	The Charterers shall be at liberty to protect under such

370	insurances the interests of any managers they may

371	appoint provided such manager has entered into a manager’s undertaking in form and substance acceptable to the Owners and the Owners’ Financiers

(if any). Insurance policies shall cover the Owners, the mortgagee(s) (if any), and

372	the Charterers according to their respective interests.

373	Subject to the provisions of the agreed loss payable clauses, Financial Instrument, if

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

375	the Charterers shall effect all insured repairs and shall

376	undertake settlement and reimbursement from the

377	insurers of all costs in connection with such repairs as

378	well as insured charges, expenses and liabilities to the

379	extent of coverage under the insurances herein provided

380

for.

381	The Charterers also to remain responsible for and to

382	effect repairs and settlement of costs and expenses

383	incurred thereby in respect of all other repairs not

384	covered by the insurances and/or not exceeding any

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

386	insurances.

387	All time used for repairs under the provisions of sub-

388	clause 13(a) and for repairs of latent defects according

389	to Clause 3(c) above, including any deviation, shall be

390	for the Charterers’ account.

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

392	additional insurance to be placed by the parties, such

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

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

395	the Charterers as the case may be shall immediately

396	furnish the other partyOwners with particulars of any additional

397	insurance effected, including copies of any cover notes

398	or policies and the written consent of the insurers of

399	any such required insurance in any case where the

400	consent of such insurers is necessary.

401	(c) The Charterers shall upon the request of the

402	Owners, provide information and promptly execute such

403	documents as may be required to enable the Owners to

404	comply with the insurance provisions of the Financial

405	Instrument (if any).

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

407	ments and Clause 43, if any, should the Vessel become a Total Loss, an actual,

408	constructive, compromised or agreed total loss under

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

410	insurance payments for such loss shall be paid to the

411	Owners (or, if applicable, the Owners’ Financiers) in accordance with the agreed loss payable clauses. who shall distribute the moneys between the

412	Owners and the Charterers according to their respective

413	interests. The Charterers undertake to notify the Owners and the Owners’ Financiers,

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

415	consequence of which the Vessel is likely to become a

416	tTotal lLoss. as defined in this Clause.

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

418	Charterers, promptly execute such documents as may

419	be required to enable the Charterers to abandon the

420	Vessel to insurers and claim a constructive total loss.

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

422	and machinery and war risks under the provisions of

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

424	indicated in Clause 39.Box 29.

425	14. Insurance, Repairs and Classification

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

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

428	deleted).

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

430	insured by the Owners at their expense against hull and

431	machinery and war risks under the form of policy or

432	policies attached hereto. The Owners and/or insurers

433	shall not have any right of recovery or subrogation

434	against the Charterers on account of loss of or any

435	damage to the Vessel or her machinery or appurt-

436	enances covered by such insurance, or on account of

437	payments made to discharge claims against or liabilities

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

439	Insurance policies shall cover the Owners and the

440	Charterers according to their respective interests.

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

442	insured by the Charterers at their expense against

443	Protection and Indemnity risks (and any risks against

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

445	Vessel, including maintaining financial security in

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

447	the Owners shall in writing approve which approval shall

448	not be unreasonably withheld.

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

450	Charterers shall vitiate any of the insurance herein

451	provided, the Charterers shall pay to the Owners all

452	losses and indemnify the Owners against all claims and

453	demands which would otherwise have been covered by

454	such insurance.

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

456	Owners or Owners’ Underwriters, effect all insured

457	repairs, and the Charterers shall undertake settlement

458	of all miscellaneous expenses in connection with such

459	repairs as well as all insured charges, expenses and

460	liabilities, to the extent of coverage under the insurances

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

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

462	The Charterers to be secured reimbursement through

463	the Owners’ Underwriters for such expenditures upon

464	presentation of accounts.

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

466	effect repairs and settlement of costs and expenses

467	incurred thereby in respect of all other repairs not

468	covered by the insurances and/or not exceeding any

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

470	insurances.

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

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

473	defects according to Clause 3 above, including any

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

475	form part of the Charter Period.

476	The Owners shall not be responsible for any expenses

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

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

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

480	additional insurance to be placed by the parties such

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

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

483	the Charterers as the case may be shall immediately

484	furnish the other party with particulars of any additional

485	insurance effected, including copies of any cover notes

486	or policies and the written consent of the insurers of

487	any such required insurance in any case where the

488	consent of such insurers is necessary.

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

490	compromised or agreed total loss under the insurances

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

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

493	distribute the moneys between themselves and the

494	Charterers according to their respective interests.

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

496	compromised or agreed total loss under the insurances

497	arranged by the Owners in accordance with sub-clause

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

499

loss.

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

501	Owners, promptly execute such documents as may be

502	required to enable the Owners to abandon the Vessel

503	to the insurers and claim a constructive total loss.

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

505	and machinery and war risks under the provisions of

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

507	indicated in Box 29.

508	(l) Notwithstanding anything contained in sub-clause

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

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

511	Class fully up to date with the Classification Society

512	indicated in Box 10 and maintain all other necessary

513	certificates in force at all times.

514	15. Redelivery (See Clauses 41 and 42)

515	At the expiration of the Charter Period the Vessel shall

516	be redelivered by the Charterers to the Owners at a

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

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

519	Charterers shall give the Owners not less than thirty

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

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

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

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

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

525	notified immediately to the Owners.

526	The Charterers warrant that they will not permit the

527	Vessel to commence a voyage (including any preceding

528	ballast voyage) which cannot reasonably be expected

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

530	within the Charter Period. Notwithstanding the above,

531	should the Charterers fail to redeliver the Vessel within

532	The Charter Period, the Charterers shall pay the daily

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

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

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

536	exceeded. All other terms, conditions and provisions of

537	this Charter shall continue to apply.

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

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

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

541	was delivered, fair wear and tear not affecting class

542

excepted.

543	The Vessel upon redelivery shall have her survey cycles

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

545	least the number of months agreed in Box 17.

546	16. Non-Lien

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

548	any lien or encumbrance incurred by them or their

549	agents, which might have priority over the title and

550	interest of the Owners in the Vessel. The Charterers

551	further agree to fasten to the Vessel in a conspicuous

552	place and to keep so fastened during the Charter Period

553	a notice reading as follows:

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

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

556	of the Charter Party neither the Charterers nor the

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

558	or permit to be imposed on the Vessel any lien

559	whatsoever.”

560	17. Indemnity (See indemnity clauses in Additional Clauses)

561	(a) The Charterers shall indemnify the Owners against

562	any loss, damage or expense incurred by the Owners

563	arising out of or in relation to the operation of the Vessel

564	by the Charterers, and against any lien of whatsoever

565	nature arising out of an event occurring during the

566	Charter Period. If the Vessel be arrested or otherwise

567	detained by reason of claims or liens arising out of her

568	operation hereunder by the Charterers, the Charterers

569	shall at their own expense take all reasonable steps to

570	secure that within a reasonable time the Vessel is

571	released, including the provision of bail.

572	Without prejudice to the generality of the foregoing, the

573	Charterers agree to indemnify the Owners against all

574	consequences or liabilities arising from the Master,

575	officers or agents signing Bills of Lading or other

576	documents.

577	(b) If the Vessel be arrested or otherwise detained by

578	reason of a claim or claims against the Owners, the

579	Owners shall at their own expense take all reasonable

580	steps to secure that within a reasonable time the Vessel

581	is released, including the provision of bail.

582	In such circumstances the Owners shall indemnify the

583	Charterers against any loss, damage or expense

584	incurred by the Charterers (including hire paid under

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

585	this Charter) as a direct consequence of such arrest or

586	detention.

587	18. Lien

588	The Owners to shall have a lien upon all cargoes, sub-hires

589	and sub-freights belonging or due to the Charterers or

590	any sub-charterers and any Bill of Lading freight for all

591	claims under this Charter., and the Charterers to have a

592	lien on the Vessel for all moneys paid in advance and

593	not earned.

594	19. Salvage

595	All salvage and towage performed by the Vessel shall

596	be for the Charterers’ benefit and the cost of repairing

597	damage occasioned thereby shall be borne by the

598	Charterers.

599	20. Wreck Removal

600	In the event of the Vessel becoming a wreck or

601	obstruction to navigation the Charterers shall indemnify

602	the Owners against any sums whatsoever which the

603	Owners shall become liable to pay and shall pay in

604	consequence of the Vessel becoming a wreck or

605	obstruction to navigation.

606	21. General Average

607	The Owners shall not contribute to General Average.

608	22. Assignment, Sub-Charter and Sale (See Clause 62)

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

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

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

612	not be unreasonably withheld, and subject to such terms

613	and conditions as the Owners shall approve.

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

615	currency of this Charter except with the prior written

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

617	ably withheld, and subject to the buyer accepting an

618	assignment of this Charter.

619	23. Contracts of Carriage

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

621	issued during the Charter Period evidencing the terms

622	and conditions agreed in respect of carriage of goods

623	shall contain a paramount clause incorporating any

624	legislation relating to carrier’s liability for cargo

625	compulsorily applicable in the trade; if no such legislation

626	exists, the documents shall incorporate the Hague-Visby

627	Rules. The documents shall also contain the New Jason

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

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

630	tickets issued during the Charter Period for the carriage

631	of passengers and their luggage under this Charter shall

632	contain a paramount clause incorporating any legislation

633	relating to carrier’s liability for passengers and their

634	luggage compulsorily applicable in the trade; if no such

635	legislation exists, the passenger tickets shall incorporate

636	the Athens Convention Relating to the Carriage of

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

638	protocol thereto.

639	) Delete as applicable.*

640	24. Bank Guarantee

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

642	The Charterers undertake to furnish, before delivery of

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

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

645	for full performance of their obligations under this

646

Charter.

647	25. Requisition/Acquisition

648	(a) In the event of the Requisition for Hire of the Vessel

649	by any governmental or other competent authority

650	(hereinafter referred to as “Requisition for Hire”)

651	irrespective of the date during the Charter Period when

652	“Requisition for Hire” may occur and irrespective of the

653	length thereof and whether or not it be for an indefinite

654	or a limited period of time, and irrespective of whether it

655	may or will remain in force for the remainder of the

656	Charter Period, this Charter shall not be deemed thereby

657	or thereupon to be frustrated or otherwise terminated

658	and the Charterers shall continue to pay the stipulated

659	hire in the manner provided by this Charter until the time

660	when the Charter would have terminated pursuant to

661	any of the provisions hereof. always provided however

662	that in the event of “Requisition for Hire” any Requisition

663	Hire or compensation received or receivable by the

664	Owners shall be payable to the Charterers during the

665	remainder of the Charter Period or the period of the

666	“Requisition for Hire” whichever be the shorter.

667	(b) In the event of the Owners being deprived of their

668	ownership in the Vessel by any Compulsory Acquisition

669	of the Vessel or requisition for title by any governmental

670	or other competent authority (hereinafter referred to as

671	“Compulsory Acquisition”), then, irrespective of the date

672	during the Charter Period when “Compulsory Acqui-

673	sition” may occur, this Charter shall be deemed

674	terminated as of the date of such “Compulsory

675	Acquisition”. In such event Charter Hire to be considered

676	as earned and to be paid up to the date and time of

677	such “Compulsory Acquisition”.

678	26. War

679	(a) Subject to the provisions of the Financial Instruments (if any) FfFor the purpose of this Clause, the words “War

680	Risks” shall include any war (whether actual or

681	threatened), act of war, civil war, hostilities, revolution,

682	rebellion, civil commotion, warlike operations, the laying

683	of mines (whether actual or reported), acts of piracy,

684	acts of terrorists, acts of hostility or malicious damage,

685	blockades (whether imposed against all vessels or

686	imposed selectively against vessels of certain flags or

687	ownership, or against certain cargoes or crews or

688	otherwise howsoever), by any person, body, terrorist or

689	political group, or the Government of any state

690	whatsoever, which may be dangerous or are likely to be

691	or to become dangerous to the Vessel, her cargo, crew

692	or other persons on board the Vessel.

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

694	Owners be first obtained and adequate insurances are in place (and the Charterers may be required to effect special, modified or additional insurance in order to ensure such adequacy to be determined by the Owners acting reasonablyat the Charterer’s costs), shall not continue to or go

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

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

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

698	persons on board the Vessel, in the reasonable

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

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

700	exposed to War Risks. The Charterers shall provide the owners with evidence satisfactory in respect of the adequacy of such insurances immediately thereafter.

Should the Vessel be within any

701	such place as aforesaid, which only becomes danger-

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

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

704	the Vessel to leave such area.

705	(c) The Vessel shall not load contraband cargo, or to

706	pass through any blockade, whether such blockade be

707	imposed on all vessels, or is imposed selectively in any

708	way whatsoever against vessels of certain flags or

709	ownership, or against certain cargoes or crews or

710	otherwise howsoever, or to proceed to an area where

711	she shall be subject, or is likely to be subject to

712	a belligerent’s right of search and/or confiscation.

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

714	Clause 14 is applicable, should require payment of

715	premiums and/or calls because, pursuant to the

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

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

718	by such insurers as being subject to additional premiums

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

720	shall be reimbursed by the Charterers to the Owners at

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

722	(e) The Charterers shall have the liberty:

723	(i) to comply with all orders, directions, recommend-

724	ations or advice as to departure, arrival, routes,

725	sailing in convoy, ports of call, stoppages,

726	destinations, discharge of cargo, delivery, or in any

727	other way whatsoever, which are given by the

728	Government of the Nation under whose flag the

729	Vessel sails, or any other Government, body or

730	group whatsoever acting with the power to compel

731	compliance with their orders or directions;

732	(ii) to comply with the orders, directions or recom-

733	mendations of any war risks underwriters who have

734	the authority to give the same under the terms of

735	the war risks insurance;

736	(iii) to comply with the terms of any resolution of the

737	Security Council of the United Nations, any

738	directives of the European Community, the effective

739	orders of any other Supranational body which has

740	the right to issue and give the same, and with

741	national laws aimed at enforcing the same to which

742	the Owners are subject, and to obey the orders

743	and directions of those who are charged with their

744	enforcement.

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

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

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

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

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

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

751	Charterers shall have the right to cancel this Charter,

752	whereupon the Charterers shall redeliver the Vessel to

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

754	has cargo on board after discharge thereof at

755	destination, or if debarred under this Clause from

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

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

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

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

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

761	accordance with Clause 11 and except as aforesaid all

762	other provisions of this Charter shall apply until

763	redelivery the end of the Charter Period.

764	27. Commission

765	The Owners to pay a commission at the rate indicated

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

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

768	the commission to be paid by the Owners shall cover

769	the actual expenses of the Brokers and a reasonable

770	fee for their work.

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

772	by either of the parties the party liable therefor shall

773	indemnify the Brokers against their loss of commission.

774	Should the parties agree to cancel the Charter, the

775	Owners shall indemnify the Brokers against any loss of

776	commission but in such case the commission shall not

777	exceed the brokerage on one year’s hire.

778	28. Termination (See Clauses 41, 42 and 47)

779	(a) Charterers’ Default

780	The Owners shall be entitled to withdraw the Vessel from

781	the service of the Charterers and terminate the Charter

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

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

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

785	make punctual payment of hire due to oversight,

786	negligence, errors or omissions on the part of the

787	Charterers or their bankers, the Owners shall give

788	the Charterers written notice of the number of clear

789	banking days stated in Box 34 (as recognised at

790	the agreed place of payment) in which to rectify

791	the failure, and when so rectified within such

792	number of days following the Owners’ notice, the

793	payment shall stand as regular and punctual.

794	Failure by the Charterers to pay hire within the

795	number of days stated in Box 34 of their receiving

796	the Owners’ notice as provided herein, shall entitle

797	the Owners to withdraw the Vessel from the service

798	of the Charterers and terminate the Charter without

799	further notice;

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

801	(1) Clause 6 (Trading Restrictions)

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

803	provided that the Owners shall have the option, by

804	written notice to the Charterers, to give the

805	Charterers a specified number of days grace within

806	which to rectify the failure without prejudice to the

807	Owners’ right to withdraw and terminate under this

808	Clause if the Charterers fail to comply with such

809

notice;

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

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

812	(Maintenance and Repairs) as soon as practically

813	possible after the Owners have requested them in

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

815	insurance cover is not prejudiced.

816	(b) Owners’ Default

817	If the Owners shall by any act or omission be in breach

818	of their obligations under this Charter to the extent that

819	the Charterers are deprived of the use of the Vessel

820	and such breach continues for a period of fourteen (14)

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

821	running days after written notice thereof has been given

822	by the Charterers to the Owners, the Charterers shall

823	be entitled to terminate this Charter with immediate effect

824	by written notice to the Owners.

825	(c) Loss of Vessel

826	This Charter shall be deemed to be terminated if the

827	Vessel becomes a total loss or is declared as a

828	constructive or compromised or arranged total loss. For

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

830	deemed to be lost unless she has either become an

831	actual total loss or agreement has been reached with

832	her underwriters in respect of her constructive,

833	compromised or arranged total loss or if such agreement

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

835	competent tribunal that a constructive loss of the Vessel

836	has occurred.

837	(d) Either party shall be entitled to terminate this

838	Charter with immediate effect by written notice to the

839	other party in the event of an order being made or

840	resolution passed for the winding up, dissolution,

841	liquidation or bankruptcy of the other party (otherwise

842	than for the purpose of reconstruction or amalgamation)

843	or if a receiver is appointed, or if it suspends payment,

844	ceases to carry on business or makes any special

845	arrangement or composition with its creditors.

846	(e) The termination of this Charter shall be without

847	prejudice to all rights accrued due between the parties

848	prior to the date of termination and to any claim that

849	either party might have.

850	29. Repossession (See also Clauses 41, 42 and 47) In the event the Vessel is due for redelivery pursuant to Clause 41 or Owners have made a request for redelivery of the Vessel in accordance with the applicable provisions of Clause 42.1,

851	In the event of the termination of this Charter in

852	accordance with the applicable provisions of Clause 28,

853	the Owners shall have the right to repossess the Vessel

854	from the Charterers at her current or next port of call, or

855	at a port or place convenient to them without hindrance

856	or interference by the Charterers, courts or local

857	authorities. Pending physical repossession of the Vessel

858	in accordance with this Clause 29, the Charterers shall

859	hold the Vessel as gratuitous bailee only to the Owners and the Charterers shall procure that the master and crew follow the directions of the Owners .

860	The Owners shall arrange for an authorised represent-

861	ative to board the Vessel as soon as reasonably

862	practicable following the termination of the Charter. The

863	Vessel shall be deemed to be repossessed by the

864	Owners from the Charterers upon the boarding of the

865	Vessel by the Owners’ representative. All arrangements

866	and expenses relating to the settling of wages,

867	disembarkation and repatriation of the Charterers’

868	Master, officers and crew shall be the sole responsibility

869	of the Charterers.

870	30. Dispute Resolution (See Clause 65)

871*)(a) This Contract shall be governed by and construed

872	in accordance with English law and any dispute arising

873	out of or in connection with this Contract shall be referred

874	to arbitration in London in accordance with the Arbitration

875	Act 1996 or any statutory modification or re-enactment

876	thereof save to the extent necessary to give effect to

877	the provisions of this Clause.

878	The arbitration shall be conducted in accordance with

879	the London Maritime Arbitrators Association (LMAA)

880	Terms current at the time when the arbitration proceed-

881	ings are commenced.

882	The reference shall be to three arbitrators. A party

883	wishing to refer a dispute to arbitration shall appoint its

884	arbitrator and send notice of such appointment in writing

885	to the other party requiring the other party to appoint its

886	own arbitrator within 14 calendar days of that notice and

887	stating that it will appoint its arbitrator as sole arbitrator

888	unless the other party appoints its own arbitrator and

889	gives notice that it has done so within the 14 days

890	specified. If the other party does not appoint its own

891	arbitrator and give notice that it has done so within the

892	14 days specified, the party referring a dispute to

893	arbitration may, without the requirement of any further

894	prior notice to the other party, appoint its arbitrator as

895	sole arbitrator and shall advise the other party

896	accordingly. The award of a sole arbitrator shall be

897	binding on both parties as if he had been appointed by

898	agreement.

899	Nothing herein shall prevent the parties agreeing in

900	writing to vary these provisions to provide for the

901	appointment of a sole arbitrator.

902	In cases where neither the claim nor any counterclaim

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

904	the parties may agree) the arbitration shall be conducted

905	in accordance with the LMAA Small Claims Procedure

906	current at the time when the arbitration proceedings are

907	commenced.

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

909	in accordance with Title 9 of the United States Code

910	and the Maritime Law of the United States and any

911	dispute arising out of or in connection with this Contract

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

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

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

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

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

917	any court of competent jurisdiction. The proceedings

918	shall be conducted in accordance with the rules of the

919	Society of Maritime Arbitrators, Inc.

920	In cases where neither the claim nor any counterclaim

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

922	the parties may agree) the arbitration shall be conducted

923	in accordance with the Shortened Arbitration Procedure

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

925	the time when the arbitration proceedings are commenced.

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

927	in accordance with the laws of the place mutually agreed

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

929	connection with this Contract shall be referred to

930	arbitration at a mutually agreed place, subject to the

931	procedures applicable there.

932	(d) Notwithstanding (a), (b) or (c) above, the parties

933	may agree at any time to refer to mediation any

934	difference and/or dispute arising out of or in connection

935	with this Contract.

936	In the case of a dispute in respect of which arbitration

937	has been commenced under (a), (b) or (c) above, the

938	following shall apply:-

939	(i) Either party may at any time and from time to time

940	elect to refer the dispute or part of the dispute to

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART II

BARECON 2001 Standard Bareboat Charter

941	mediation by service on the other party of a written

942	notice (the “Mediation Notice”) calling on the other

943	party to agree to mediation.

944	(ii) The other party shall thereupon within 14 calendar

945	days of receipt of the Mediation Notice confirm that

946	they agree to mediation, in which case the parties

947	shall thereafter agree a mediator within a further

948	14 calendar days, failing which on the application

949	of either party a mediator will be appointed promptly

950	by the Arbitration Tribunal (“the Tribunal”) or such

951	person as the Tribunal may designate for that

952	purpose. The mediation shall be conducted in such

953	place and in accordance with such procedure and

954	on such terms as the parties may agree or, in the

955	event of disagreement, as may be set by the

956

mediator.

957	(iii) If the other party does not agree to mediate, that

958	fact may be brought to the attention of the Tribunal

959	and may be taken into account by the Tribunal when

960	allocating the costs of the arbitration as between

961	the parties.

962	(iv) The mediation shall not affect the right of either

963	party to seek such relief or take such steps as it

964	considers necessary to protect its interest.

965	(v) Either party may advise the Tribunal that they have

966	agreed to mediation. The arbitration procedure shall

967	continue during the conduct of the mediation but

968	the Tribunal may take the mediation timetable into

969	account when setting the timetable for steps in the

970	arbitration.

971	(vi) Unless otherwise agreed or specified in the

972	mediation terms, each party shall bear its own costs

973	incurred in the mediation and the parties shall share

974	equally the mediator’s costs and expenses.

975	(vii) The mediation process shall be without prejudice

976	and confidential and no information or documents

977	disclosed during it shall be revealed to the Tribunal

978	except to the extent that they are disclosable under

979	the law and procedure governing the arbitration.

980	(Note: The parties should be aware that the mediation

981	process may not necessarily interrupt time limits.)

982	(e) If Box 35 in Part I is not appropriately filled in, sub-clause

983	30(a) of this Clause shall apply. Sub-clause 30(d) shall

984	apply in all cases.

985	) Sub-clauses 30(a), 30(b) and 30(c) are alternatives;*

986	indicate alternative agreed in Box 35.

987	31. Notices (See Clause 46)

988	(a) Any notice to be given by either party to the other

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

990	registered or recorded mail or by personal service.

991(b) The address of the Parties for service of such

992communication shall be as stated in Boxes 3 and 4

993respectively.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

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

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

3the Building Contract (hereafter called “the Building

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

5Builders and the Owners and in accordance with the

6specifications and plans annexed thereto, such Building

7Contract, specifications and plans having been counter-

8signed as approved by the Charterers.

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

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

11the Charterers as aforesaid, without the Charterers’

12consent.

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

14representative to the Builders’ Yard to inspect the Vessel

15during the course of her construction to satisfy themselves

16that construction is in accordance with such approved

17specifications and plans as referred to under sub-clause

18(a) of this Clause.

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

20Building Contract and shall be of the description set out

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

22hereunder, the Charterers shall be bound to accept the

23Vessel from the Owners, completed and constructed in

24accordance with the Building Contract, on the date of

25delivery by the Builders. The Charterers undertake that

26having accepted the Vessel they will not thereafter raise

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

28performance or specification or defects, if any.

29Nevertheless, in respect of any repairs, replacements or

30defects which appear within the first 12 months from

31delivery by the Builders, the Owners shall endeavour to

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

33or to recover from the Builders any expenditure incurred in

34carrying out such repairs, replacements or remedies.

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

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

37the Builders under the guarantee clause of the Building

38Contract (a copy whereof has been supplied to the

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

40sums as the Owners are reasonably able to recover under

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

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

43the actual expenditure on repairs, replacement or

44remedying defects or for any loss of time incurred.

45Any liquidated damages for physical defects or deficiencies

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

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

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

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

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

51filled in shall be shared equally between the parties.

522. Time and Place of Delivery

53(a) Subject to the Vessel having completed her

54acceptance trials including trials of cargo equipment in

55accordance with the Building Contract and specifications

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

57and the Charterers shall take delivery of the Vessel afloat

58when ready for delivery and properly documented at the

59Builders’ Yard or some other safe and readily accessible

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

61hereto and the Builders. Under the Building Contract the

62Builders have estimated that the Vessel will be ready for

63delivery to the Owners as therein provided but the delivery

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

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

66completion of trials whether that be before or after as

67indicated in the Building Contract. The Charterers shall not

68be entitled to refuse acceptance of delivery of the Vessel

69and upon and after such acceptance, subject to Clause

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

71against the Owners in respect of any conditions,

72representations or warranties, whether express or implied,

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

74in delivery.

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

76under the Building Contract, the Builders become entitled

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

78the Owners shall upon giving to the Charterers written

79notice of Builders becoming so entitled, be excused from

80giving delivery of the Vessel to the Charterers and upon

81receipt of such notice by the Charterers this Charter shall

82cease to have effect.

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

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

85before exercising such right of rejection, consult the

86Charterers and thereupon

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

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

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

90notice this Charter shall cease to have effect; or

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

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

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

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

95exercising their right to rejection and upon receipt of such

96notice the Owners shall commence such negotiations and/

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

98her to the Charterers;

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

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

101Vessel from the Builders;

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

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

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

105or its termination.

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

107Building Contract and any costs incurred in pursuing a claim

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

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

110the parties.

1113. Guarantee Works

112If not otherwise agreed, the Owners authorise the

113Charterers to arrange for the guarantee works to be

114performed in accordance with the building contract terms,

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

116The Charterers have to advise the Owners about the

117performance to the extent the Owners may request.

1184. Name of Vessel

119The name of the Vessel shall be mutually agreed between

120the Owners and the Charterers and the Vessel shall be

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

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

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

122the house flag as required by the Charterers.

1235. Survey on Redelivery

124The Owners and the Charterers shall appoint surveyors

125for the purpose of determining and agreeing in writing the

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

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

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

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

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

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

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

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

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

PART IV

HIRE/PURCHASE AGREEMENT

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

1On expiration of this Charter and provided the Charterers

2have fulfilled their obligations according to Part I and II

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

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

5the Charterers have purchased the Vessel with

6everything belonging to her and the Vessel is fully paid

7for.

8In the following paragraphs the Owners are referred to

9as the Sellers and the Charterers as the Buyers.

10The Vessel shall be delivered by the Sellers and taken

11over by the Buyers on expiration of the Charter.

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

13delivery, is free from all encumbrances and maritime

14liens or any debts whatsoever other than those arising

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

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

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

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

19the Sellers hereby undertake to indemnify the Buyers

20against all consequences of such claims to the extent it

21can be proved that the Sellers are responsible for such

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

23and expenses connected with the purchase and

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

25account. Any taxes, consular and other charges and

26expenses connected with closing of the Sellers’ register,

27shall be for Sellers’ account.

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

29instalment the Sellers shall furnish the Buyers with a

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

31certificate setting out the registered encumbrances, if

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

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

34deliver a certificate of deletion to the Buyers.

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

36Buyers all classification certificates (for hull, engines,

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

38be in Sellers’ possession.

39The Wireless Installation and Nautical Instruments,

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

41extra payment.

42The Vessel with everything belonging to her shall be at

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

44Buyers, subject to the conditions of this Contract and

45the Vessel with everything belonging to her shall be

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

47after which the Sellers shall have no responsibility for

48possible faults or deficiencies of any description.

49The Buyers undertake to pay for the repatriation of the

50Master, officers and other personnel if appointed by the

51Sellers to the port where the Vessel entered the Bareboat

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

53	cost for their journey to any other place.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

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)

11.Definitions

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

3have the meanings hereby assigned to them:

4“The Bareboat Charter Registry” shall mean the registry

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

6the Charterers are registered as the bareboat charterers

7during the period of the Bareboat Charter.

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

9state in which the Owners of the Vessel are registered

10as Owners and to which jurisdiction and control of the

11Vessel will revert upon termination of the Bareboat

12Charter Registration.

132.Mortgage

14The Vessel chartered under this Charter is financed by

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

16shall apply.

173.Termination of Charter by Default

18If the Vessel chartered under this Charter is registered

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

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

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

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

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

24Registry as shown in Box 45.

25In the event of the Vessel being deleted from the

26Bareboat Charter Registry as stated in Box 44, due to a

27default by the Owners in the payment of any amounts

28due under the mortgage(s), the Charterers shall have

29the right to terminate this Charter forthwith and without

30prejudice to any other claim they may have against the

31	Owners under this Charter.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001.

EXECUTION VERSION

ADDITIONAL CLAUSES TO BARECON 2001 ORIGINALLY DATED 21 MARCH 2022 AND FURTHER

AMENDED BY AN AMENDMENT AND RESTATEMENT DEED DATED 29 JUNE 2023

CLAUSE 32 – CHARTER PERIOD

32.1

The period of this Charter (the “Charter Period”) shall, subject to the terms of this Charter, continue for a period of seven (7) years starting start from the Commencement Date and end on the date falling eighty-four (84) months from 3 March 2024 (3 March 2024 being the “Reference Date”).

32.2

Notwithstanding the fact that the Charter Period shall commence on the Commencement Date, this Charter shall be:

(a)	in full force and effect; and

(b)	valid, binding and enforceable against the parties hereto,

with effect from the date hereof until the end of the Charter Period (subject to the terms of this Charter).

CLAUSE 33 – CANCELLATION

33.1

If:

(a)	the Vessel is not delivered by the Charterers as sellers to the Owners as buyers under the MOA by the Cancelling Date (or such later date as the parties to the MOA may agree);

(b)	it becomes unlawful for the Charterers as sellers and the Owners as buyers to perform or comply with any or all of their obligations under the MOA; or

(c)	the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason (in whole or in part),

CLAUSE 34 – DELIVERY AND CHARTER OF VESSEL

34.1	This Charter is part of a transaction involving the sale, purchase and charter back of the Vessel and constitutes one of the Leasing Documents.

34.2	The obligation of the Owners to charter the Vessel to the Charterers hereunder is subject to and conditional upon:

(a)	no Termination Event or Potential Termination Event having occurred on the date of this Charter and on the Commencement Date;

(b)	the representations and warranties contained in Clause 48 (Representations and Warranties) being true and correct on the date hereof and on the Commencement Date;

(c)	the Vessel being delivered to the Head Sellers pursuant to the Shipbuilding Contract;

(d)	the Vessel being delivered to the Charterers under the Head MOA;

(e)	the Vessel being delivered to the Owners pursuant to the MOA;

(f)	the Delivery occurring on or before the Cancelling Date; and

(g)	the Owners having received from the Charterers:

(i)

(ii)

and if any of the documents listed in sub-paragraph (g) above are not in the English language then they shall be accompanied by an English translation where required by the Owners.

34.3

34.4

34.5

(a)	resulting directly or indirectly from any defect or alleged defect in the Vessel or any failure of the Vessel; or

(b)	arising from any delay in the commencement of the Charter Period or any failure of the Charter Period to commence.

34.6

34.7	The Charterers shall procure receipt by the Owners of the conditions subsequent set out in Part C of Schedule 2 in a form and substance satisfactory to the Owners within the time periods permitted therein.

CLAUSE 35 – QUIET ENJOYMENT

35.1Subject to the terms of any QEL and provided that:

(a)	the Charterers do not breach any term of this Charter or any other Leasing Document to which they are a party; and

(b)	no Termination Event or Total Loss has occurred,

the Owners hereby agree not to disturb or interfere with the Charterers’ lawful use, possession and quiet enjoyment of the Vessel during the Charter Period.

CLAUSE 36 – CHARTERHIRE AND ADVANCE CHARTERHIRE

36.1

36.2

36.3	The Advance Charterhire shall not bear interest and shall be non-refundable.

36.4	Following Delivery and commencing from the Commencement Date but ending on and including the Reference Date, the Charterers shall pay Charterhire in arrears in quarterly instalments on each Payment Date. Each instalment shall consist of:

(a)	a capital element of Charterhire (the “Initial Fixed Charterhire”) which shall be in an amount equivalent to 1/28 of the difference between the Opening Capital Balance and the Expiry Owners’ Costs; and

(b)	a variable element of Charterhire (the “Initial Variable Charterhire”) which shall be calculated by applying the aggregate of:

(i)

the applicable Interest Rate for the relevant Hire Period; and

(ii)

the Margin; and

(iii)

the Credit Adjustment Spread,

36.5	Following the Reference Date (but excluding such date) for the rest of the Charter Period, the Charterers shall pay Charterhire in arrears in quarterly instalments on each Payment Date. Each instalment shall consist of:

(a)	a capital element of Charterhire (the “Fixed Charterhire”) which shall be in an amount equivalent to 1/28 of the difference between the Amended Owners’ Costs and the Amended Expiry Owners’ Costs; and

(b)	a variable element of Charterhire (the “Variable Charterhire”) which shall be calculated by applying the aggregate of:

(i)

the applicable Interest Rate for the relevant Hire Period; and

(ii)

the Amended Margin,

to the Owners’ Costs on the immediately preceding Payment Date (in case of the first payment following the Reference Date, to the Amended Owners’ Costs) for the Hire Period ending on the relevant Payment Date by reference to the actual number of days elapsed.

36.636.5Charterhire shall be payable in arrears on the following dates (each a “Payment Date”):

(a)	the first instalment of Charterhire shall be payable on the date falling three (3) months after the Commencement Date (the “First Payment Date”); and

(b)	each subsequent instalment of Charterhire (other than the last instalment of Charterhire) shall be payable quarterly thereafter, with the final instalment of Charterhire payable on the last day of the Charter Period,

such that there are a total of twenty eight (28thirty five (35) Payment Dates during the Charter Period.

36.7	36.6Payment of Charterhire on any Payment Date shall be made in same day available funds and received by the Owners by not later than 5.00 pm (Shanghai time). Any payment of

Charterhire which is due to be made on a Payment Date which is not also a Business Day shall be made on the previous Business Day instead.

36.8	36.7Time of payment of the Charterhire and any other payments by the Charterers under this Charter shall be of the essence.

36.9	36.8All payments of the Charterhire and any other moneys payable hereunder shall be made in Dollars.

36.10

36.9All payments of the Charterhire and any other moneys payable hereunder shall be payable by the Charterers to the Owners’ designated bank account as the Owners may notify the Charterers in writing from time to time.

36.11

36.10Payment of the Charterhire and any other amounts under this Charter shall be at the Charterers’ risk until receipt by the Owners.

36.12

36.11The Vessel shall not at any time be deemed off-hire and the Charterers’ obligation to pay the Charterhire and any other amounts payable under this Charter (including but not limited to the Termination Sum or the Total Loss Termination Sum) in Dollars shall be absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever including but not limited to:

(a)

(b)	any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release or surrender of, or other dealing in, any security for any such indebtedness or obligation;

(c)	any title defect or encumbrance or any dispossession of the Vessel by title paramount or otherwise;

(d)	any defect in the seaworthiness, condition, value, design, merchantability, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade or for registration or documentation under the laws of any relevant jurisdiction;

(e)	the Total Loss or any damage to or forfeiture or court marshall’s or other sale of the Vessel if the Termination Sum, Total Loss Termination Sum or any part thereof remains due;

(f)	any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in, the use or possession thereof by the Charterers;

(g)	any insolvency, bankruptcy, reorganization, arrangement, readjustment, dissolution, liquidation or similar proceedings by or against the Charterers and any other Obligors;

(h)	any invalidity, unenforceability, lack of due authorization or other defects, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any of the Leasing Documents by any party to this Charter or any other person;

(i)	any enforcement or attempted enforcement by the Owners of their rights under this Charter or any of the Leasing Documents executed or to be executed pursuant to this Charter;

(j)

(k)	any prevention, delay, deviation or disruption in the use of the Vessel resulting from the wide outbreak of any viruses (including the 2019 novel coronavirus), including but not limited to those caused by:

(i)

closure of ports;

(ii)

prohibitions or restrictions against the Vessel calling at or passing through certain ports;

(iii)

restriction in the movement of personnel and/or shortage of labour affecting the operation of the Vessel or the operation of the ports (including stevedoring operations);

(iv)

quarantine regulations affecting the Vessel, its cargo, the crew members or relevant port personnel;

(v)

fumigation or cleaning of the Vessel; or

(vi)

36.13

36.12All stamp duty, value added tax (for the avoidance of doubt, including without limitation, goods and services tax), withholding or other taxes and import and export duties and all other similar types of charges (for the avoidance of doubt any Owner’s income tax liabilities) which may be levied or assessed on or in connection with:

(a)	the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and

(b)	the import, export, purchase, delivery and re-delivery of the Vessel,

CLAUSE 37 – CHANGES TO INTEREST RATE, DEFAULT INTEREST

37.1

(a)

Interpolated Term SOFR: If, in relation to any determination of the Interest Rate prior to a Published Rate Replacement Event, the Owners determine (which determination shall be conclusive and binding) that Term SOFR is not available for a Hire Period, the applicable Interest Rate shall be the Interpolated Term SOFR.

(b)	Historic Term SOFR: If paragraph (a) above applies but it is not possible to calculate the Interpolated Term SOFR for the relevant Hire Period, the applicable Interest Rate shall be the Historic Term SOFR.

(c)	Interpolated Historic Term SOFR: if paragraph (b) above applies but no Historic Term SOFR is available for the relevant Hire Period, the applicable Interest Rate shall be the Interpolated Historic Term SOFR.

(d)	Cost of Funds: if paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, Clause 37.2 below shall apply.

37.2

(i) If this Clause 37.2 applies to any Hire Period pursuant to Clause 37.1(d) above; or (ii) after the occurrence of a Published Rate Replacement Event but prior to the making of any necessary amendment or waiver in accordance with Clause 37.3 below; or (iii) if the Charterers receive notification from the Owners that the costs of funding of the Owners would be in excess of the Market Disruption Rate, the Interest Rate shall be the rate per annum which is the cost certified by the Owners (expressed as an annual rate of interest) of funding the Owners’ Costs during the relevant Hire Period (as reasonably determined by the Owners).

37.3	If a Published Rate Replacement Event has occurred in relation to the Published Rate, the Owners are entitled to make any amendment or waiver to the terms of the Leasing Documents with the consent of the Charterers (at the Charterers’ cost) which relates to:

(a)	providing for the use of a Replacement Reference Rate in place of (or in addition to) that Published Rate; and

(b)

(i)

aligning any provision of any Leasing Document to the use of that Replacement Reference Rate;

(ii)

enabling that Replacement Reference Rate to be used for the calculation of the Interest Rate under this Charter (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Charter);

(iii)

implementing market conventions applicable to that Replacement Reference Rate;

(iv)

providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate;

(v)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the

Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

and pending any such amendment or waiver and the Replacement Reference Rate being utilised under the Leasing Documents to calculate the Interest Rate, Clause 37.2 shall apply to the calculation of the Interest Rate.

37.4

If the Charterers fail to make any payment due under this Charter on the due date, they shall pay additional interest on such late payment at a rate which is equal to two per cent. (2%) per annum above the applicable Interest Rate for the relevant Hire Period and the Margin and the Credit Adjustment Spread which shall apply prior to, during or following Delivery and shall accrue on a daily basis from the date on which such payment became due up to and excluding the date of payment thereof, and the Charterers and the Owners agree that such default rate is proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners’ risk of the Charterers failing to perform its obligations under this Charter. :

(a)	prior to and including the Reference Date, the applicable Interest Rate for the relevant Hire Period and the Margin and the Credit Adjustment Spread; and

(b)

following and excluding the Reference Date, the applicable Interest Rate for the relevant Hire Period and the Amended Margin, which shall apply prior to, during or following Delivery and shall accrue on a daily basis from the date on which payment became due up to and excluding the date of payment thereof and the Charterers and the Owners agree that such default rate is proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners’ risk of the Charterers failing to perform its obligations under this Charter.

37.5	All interest (including default interest) and any other payments under this Charter which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a three hundred and sixty (360) days’ year.

CLAUSE 38 – POSSESSION OF VESSEL

38.1

38.2

38.3

against all losses, costs or charges incurred by the Owners by reason thereof in re-taking possession or otherwise in re-acquiring the Vessel.

38.4

CLAUSE 39 – INSURANCE

39.1The Charterers shall procure that insurances for the Vessel are effected:

(a)	in Dollars;

(b)

in the case of fire and usual hull and machinery, marine risks and war risks (including blocking and trapping), on an agreed value basis of at least the higher of (i) one hundred per cent (100%) of then applicable Fair Market Value of the Vessel and (ii) one hundred and twenty per cent (120%) of the then prevailing Owners’ Costs;

(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the higher of (i) US$1,000,000,000 or (ii) the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;

(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Vessel and with a protection and indemnity club which is a member of the International Group of Protection and Indemnity Clubs;

(e)	through brokers approved by the Owners and with first class international insurers and/or underwriters acceptable to the Owners and having a Standard & Poor’s rating of BBB+ or above, a Moody’s rating of A or above or an AM Best rating of A- or above or otherwise acceptable to the Owners; and

(f)	otherwise on terms and in form acceptable to the Owners.

39.2	In addition to the terms set out in Clause 13(a) (Insurance and Repairs), the Charterers shall procure that the Obligatory Insurances shall:

(a)	subject always to paragraph (b), name the Owners, the Charterers and the Approved Technical Manager as the only named assureds unless the interest of every other named assured or co-assured is limited:

(i)in respect of any Obligatory Insurances for hull and machinery and war risks;

(A)

to any provable out-of-pocket expenses that they have incurred and which form part of any recoverable claim on underwriters; and

(B)

to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against them); and

(ii)

(b)	whenever the Owners require in respect of any Owners’ Financiers:

(i)

(ii)

(iii)

name the Owners’ Financiers (if any) and the Owners as respectively the first ranking loss payee and the second ranking loss payee (and in the absence of any Owners’ Financiers, the Owners as first ranking loss payee) in accordance with the terms of the relevant loss payable clauses approved by the Owners’ Financiers and the Owners with such directions for payment in accordance with the terms of such relevant loss payable clause, as the Owners and the Owners’ Financiers (if any) may specify;

(c)	provide that all payments by or on behalf of the insurers under the Obligatory Insurances to the Owners and/or the Owners’ Financiers (as applicable) shall be made without set-off, counterclaim, deduction or condition whatsoever;

(d)	provide that such Obligatory Insurances shall be primary without right of contribution from other insurances which may be carried by the Owners or the Owners’ Financiers (if any);

(e)	provide that the Owners and/or the Owners’ Financiers (if any) may make proof of loss if the Charterers fail to do so; and

(f)

39.3The Charterers shall:

(a)	at least fourteen (14) days prior to Delivery (or such shorter period agreed by the parties), notify in writing the Owners of the terms and conditions of all Insurances;

(b)

(c)	at least seven (7) days before the expiry of any Obligatory Insurance, procure that such Obligatory Insurance is renewed or to be renewed on its expiry date in accordance with the provisions of this Charter;

(d)

(e)

39.4

The Charterers shall ensure that all insurance companies and/or underwriters, and/or insurance brokers (if any) provide the Owners with copies (or upon the Owners’ request, originals) of policies, cover notes and certificates of entry relating to the Obligatory Insurances which they are to effect or renew and letter or letters of undertaking in a form required by the Owners or the Owners’ Financiers (if any) and including undertakings by the insurance companies and/or underwriters that:

(a)	they will have endorsed on each policy, immediately upon issuance, a loss payable clause and a notice of assignment complying with the provisions of this Charter and the Financial Instruments;

(b)	they will hold the benefit of such policies and such insurances, to the order of the Owners and/or the Owners’ Financiers (if any) and/or such other party in accordance with the said loss payable clause;

(c)	they will advise the Owners and the Owners’ Financiers (if any) promptly of any material change to the terms of the Obligatory Insurances of which they are aware;

(d)

(e)

39.5	The Charterers shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provides the Owners and the Owners’ Financiers (if any) with:

(a)	a copy of the certificate of entry for the Vessel as soon as such certificate of entry is issued;

(b)	a letter or letters of undertaking in such form as may be required by the Owners or the Owners’ Financiers (if any) or in such association’s standard form; and

(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.

39.6	The Charterers shall ensure that all policies relating to the Obligatory Insurances are deposited with the approved brokers (if any) through which the insurances are effected or renewed.

39.7	The Charterers shall procure that all premiums or other sums payable in respect of the Obligatory Insurances are punctually paid and produce all relevant receipts when so required by the Owners.

39.8	The Charterers shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

39.9

(a)

(b)	the Charterers shall not make or permit any changes relating to the classification or the classification society of the Vessel or, subject to procuring the provision of a replacement manager’s undertaking in substantially the same form as the Manager’s Undertaking, any

changes to the manager or operator of the Vessel unless such changes have, if required, first been approved by the underwriters of the Obligatory Insurances and the Owners or the Owners’ Financiers (if any);

(c)

(d)

39.10

39.11

39.12

The Charterers shall provide the Owners upon written request, copies of all material communications between the Charterers and:

(a)	the approved brokers;

(b)	the approved protection and indemnity and/or war risks associations; and

(c)	the approved insurers and/or underwriters,

which relate directly or indirectly to:

(i)

the Charterers’ obligations relating to the Obligatory Insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(ii)

(iii)

any communication with any party involved in case of a claim under any of the Vessel’s insurances.

39.13

The Charterers shall promptly provide the Owners (or any persons which they may designate) with any information which the Owners may request for the purpose of:

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the Insurances (including but not limited to the report obtained under Clause 39.16); or

(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13(a) (Insurance and Repairs) or this Clause 39 (Insurance) or dealing with or considering any matters relating to any such insurances;

39.14

(a)	the Owners in connection with or with a view to effecting, maintaining or renewing an innocent owners interest insurance and an innocent owners additional perils insurance or any similar protective shipowner insurance that is taken out in respect of the Vessel; and/or

(b)	the Owners’ Financiers (if any) in connection with or with a view to effecting, maintaining or renewing a mortgagee’s interest insurance, a mortgagee’s additional perils insurance, all protection and indemnity insurance that is taken out in respect of the Vessel,

39.15

39.16

(a)	when an agreed form of such detailed report satisfactory to the Owners is obtained as a condition precedent requirement under Part A of Schedule 2 (Conditions Precedent) of this Charter;

(b)	when the Owners procure the issuance of such detailed report no more than once every calendar year, unless a Termination Event has occurred in which case such reports may be procured at the Charterer’s cost at any such time; and

(c)

39.17

The Charterers shall:

(a)

(b)	upon demand fully indemnify the Owners in respect of all premiums and other expenses incurred by the Owners in respect of any other insurances which the Owners deem necessary and takes out in respect of the Vessel.

CLAUSE 40 – WARRANTIES RELATING TO VESSEL

40.1

40.2	All conditions, terms or warranties express or implied by the law relating to the specifications, quality, description, merchantability or fitness for any purpose of the Vessel (or any part thereof) or otherwise are hereby expressly excluded.

40.3

40.4

The Charterers further agree and acknowledge that the Owners are not operating the Vessel and the liability to surrender any Emission Allowances in respect of the Vessel under any applicable Emission Scheme shall lie with the Charterers and/or any other organisation or person whom the Charterers have contractually agreed to take over all duties and responsibilities (including any sub-charterer of the Vessel or the Approved Manager) imposed by the ISM Code, and the Charterers hereby agree that they shall promptly upon the Owners’ request, provide and submit a signed mandate letter in the form acceptable to the Owners and the relevant authority and any other information and documents as required by the Owners and/or the relevant authority.

40.5	Without prejudice to Clause 40.4, in relation to EU ETS:

(a)	the Charterers acknowledge that if the Vessel stops at ports in the European Union, they will incur liabilities under EU ETS and Fuel EU Maritime;

(b)

the Charterers acknowledge and agree that if they intend to sail the Vessel into ports in the European Union, the Charterers shall register the Vessel as part of a Shipping Company (as defined under the EU ETS) as required under the EU ETS and shall comply in all respects with the EU ETS and Fuel EU Maritime;

(c)	if required by the Owners, the Charterers shall provide a letter in a format to be agreed by the Owners confirming that they have assumed responsibility for the operation of the Vessel from the Owners (the “ETS and Fuel EU Maritime Letter”); and

(d)	the Charterers shall submit the ETS and Fuel EU Maritime Letter to the relevant administering authority upon registration of the Vessel to the EU ETS and shall provide the Owners with evidence of such registration within fourteen (14) days.

CLAUSE 41 – TERMINATION AND REDELIVERY

41.1	Upon termination of the leasing of the Vessel under this Charter pursuant to Clause 47.2, the Charterers shall be obliged to pay the Owners the Termination Sum on the Termination Date and it is hereby agreed by the parties hereto that:

(a)	without prejudice to Clause 42.2, the obligation to pay the Termination Sum is a continuing obligation and shall survive the termination of the leasing of the Vessel under this Charter and shall continue in full force and effect until irrevocably and unconditionally paid in full;

(b)	payment of the Termination Sum is deemed to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners’ risk of the Charterers failing to perform its obligations under this Charter; and

(c)

41.2	If the Charterers fail to make any payment of the Termination Sum on the Termination Date, Clause 37.6 37.4 shall apply and the Owners shall be entitled to exercise their rights under Clause 42 (Sale of Vessel by the Owners in the event of Non-Payment of Termination Sum).

41.3

41.4	The Charterers hereby undertake to indemnify the Owners against any claims incurred in relation to the Vessel prior to such transfer of ownership. Any taxes, notarial, consular and other costs, charges and expenses connected with closing of the Owners’ register shall be for the Charterers’ account.

41.5

41.6

(a)

(b)	has passed her 5-year special survey (if applicable), and subsequent second intermediate surveys and drydock at the Charterers’ time and expense without any overdue recommendations or conditions to the satisfaction of the Approved Classification Society;

(c)	‘has her survey cycles up-to-date and trading and class certificate valid for at least the number of months agreed in Box 17;

(d)	be re-delivered to the Owners together with all spare parts and spare equipment as were on board at the time of Delivery, and any such spare parts and spare equipment on board at the time of re-delivery shall be taken over by the Owners free of charge;

(e)	be free of any cargo and Security Interest (save for the Security Interests granted pursuant to the Financial Instruments, if any) subject to the terms of any sub-charter which the Owners have approved pursuant to the terms of this Charter;

(f)	be free of any crew and officers unless otherwise instructed by the Owners;

(g)	be free of any charter or other employment (unless the Owners wish to retain the continuance of any prevailing charter or as otherwise agreed by the Owners in their absolute discretion or unless such sub-charter has been approved by the Owners pursuant to the terms of this Charter); and

(h)	have such amount of bunkers on board the Vessel as would be sufficient to enable the Vessel to sail to the nearest bunker port in compliance with all bunkering fuel content regulations then applicable in such place of redelivery.

41.7	The Charterers warrant that they will not permit (or request any sub-charterer not to) the Vessel to commence a voyage (including any preceding ballast voyage) which cannot

reasonably be expected to be completed in time to allow redelivery of the Vessel within any time period required by this Clause 41 (Termination and Redelivery). Notwithstanding the above, should the Charterers fail to redeliver the Vessel within any time period required by this Clause 41 (Termination and Redelivery), the Charterers shall pay the daily equivalent to the rate of Charterhire plus ten per cent. (10%) or to the market rate, whichever is the higher, for the number of days by which the Charter Period is exceeded.

41.8

41.9

41.10

41.11

CLAUSE 42 – SALE OF VESSEL BY THE OWNERS IN THE EVENT OF NON-PAYMENT OF TERMINATION SUM

42.1The Charterers agree that should the Termination Sum not be paid on the Termination Date:

(a)

of doubt, any such redelivery shall not extinguish the Owners’ right to recover the Termination Sum from the Charterers under this Charter;

(b)

(c)

the Owners shall be entitled (at Owners’ sole discretion) to immediately thereafter sell the Vessel to any person on such terms as they deem fit, save that if required by the Charterers or the Guarantor and if agreed by the Owners, the Charterers or the Guarantor may within such reasonable time as specified by the Owners (the “Nomination Period”) first nominate or identify a purchaser for the Vessel (a “Nominated Purchaser”) and the Owners may sell the Vessel to such Nominated Purchaser subject to all the following conditions being satisfied:

(i)

the Nominated Purchaser is acceptable to the Owners; and

(ii)

and any net sale proceeds (after deducting all fees, taxes, disbursements and any other costs and expenses incurred by the Owners in connection with such sale) (the “Net Sales Proceeds”) derived from any such sale to a Nominated Purchaser or any other person shall be applied towards reduction of the Termination Sum in accordance with Clause 64 (General Application of Proceeds). If the Net Sales Proceeds are not sufficient to settle the Termination Sum in full, the Charterers shall remain liable to pay the shortfall and default interest shall continue to accrue on the unpaid portion of the Termination Sum in accordance with Clause 37.637.4. The above is without prejudice to all of the Owners’ rights under the Leasing Documents (including to sell the Vessel to any person they deem fit) should there be no agreement as to the Nominated Purchaser.

42.2

Notwithstanding Clause 42.1, the Owners may, by written notice to the Charterers at any time after the expiry of the Nomination Period (if applicable pursuant to Clause 42.1(c) above), elect to retain the Vessel instead of selling the Vessel under Clause 42.1(c) above (with such option to elect to retain the Vessel to take effect from such date as they may nominate after the expiry of the Nomination Period (if applicable pursuant to Clause 42.1(c) above) (regardless of date of the notice)), and in doing so, the Owners shall first obtain the Fair Market Value of the Vessel (after deducting any commissions, taxes and costs which would be likely to be incurred in connection with a sale of the Vessel) not later than ten (10) days after the date of such nomination and if the Fair Market Value (less such deductions) of the Vessel is less than the Termination Sum as of the date of the determination of the Fair Market Value, the Charterers shall immediately pay the difference to the Owners upon the Owners’ demand. If the Fair Market Value of the Vessel (subject to the aforesaid deductions) exceeds the Termination Sum

as at such date, the Owners shall within thirty (30) days (of the date of the notice) pay the difference to the Charterers.

CLAUSE 43 – TOTAL LOSS

43.1

43.2

Any Total Loss Proceeds unconditionally received by the Owners (or the Owners’ Financiers in accordance with the terms of the relevant loss payable clause) shall be applied in accordance with Clause 64 (General Application of Proceeds) and shall satisfy the obligation of the Charterers to pay the Total Loss Termination Sum to the extent received by the Owners or the Owners’ Financiers in accordance with the terms of the relevant loss payable clause). The obligation of the Charterers to pay the Total Loss Termination Sum shall remain unaffected and exist regardless of whether any of the insurers have agreed or refused to meet or has disputed in good faith, the claim for Total Loss.

43.3	If the Total Loss Proceeds unconditionally received by the Owners or the Owners’ Financiers in accordance with the terms of the relevant loss payable clause) are less than the Total Loss Termination Sum, the Charterers shall pay such shortfall to the Owner on the Total Loss Payment Date.

43.4	The Owners shall have no obligation to supply to the Charterers with a replacement vessel following the occurrence of a Total Loss.

CLAUSE 44 – FEES AND EXPENSES

44.1

The Charterers shall pay to the Owners a non-refundable arrangement fee (the “Arrangement Fee”) in the amount and at the times agreed in the Fee Letter. The Charterers shall pay to the Owners a further non-refundable arrangement fee (the “Further Arrangement Fee”) in the amount and at the times agreed in the Further Arrangement Fee Letter.

44.2

44.3If:

(a)	the Charterers request an amendment, waiver or consent; or

(b)	the Charterers make a request to re-register the Vessel in another Flag State; or

44.4

44.5

44.6

44.7	The Charterers shall on demand reimburse the Owners for the amount of all costs and expenses (including legal fees) reasonably incurred by the Owners in connection with any amendment, waiver or consent relating to any change arising as a result of an amendment required under Clause 37.437.3.

CLAUSE 45 – NO WAIVER OF RIGHTS

45.1

45.2	No right or remedy conferred upon either Party by this Charter or any other Leasing Document shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies shall be cumulative.

CLAUSE 46 – NOTICES

46.1	Any notice, certificate, demand or other communication to be served, given, made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to

any other valid method or giving, making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address:

, Chen Yujia

(a)

to the Owners:

c/o CMB Financial Leasing Co., Ltd.

21F, China Merchants Bank Building

No. 1088 Lujiazui Ring Road

Shanghai 200120

The People’s Republic of China

Attention:

Email:

Tel:

(b)

to the Charterers:

c/o OET CHARTERING INC.

Ethnarchou Makariou & D. Falireos Str. 2

185 47, Neo Faliro, Piraeus, Greece

Attention:

Email:

Tel:

or, if a party hereto changes its address or email address, to such other address (or email address) as that party may notify to the other.

46.2

CLAUSE 47 – TERMINATION EVENTS

47.1	The Owners and the Charterers hereby agree that any of the following events shall constitute a Termination Event:

(a)	any Obligor fails to pay or the Owners do not receive on the due date any amount payable pursuant to a Leasing Document, unless such failure to pay is caused by a technical error and payment is made within three (3) Business Days of its due date;

(b)	the Charterers breach or omit to observe or perform or procure the performance of any of the undertakings in Clauses 50.1(f), Clause 51 (Financial Covenants), Clause 52 (Valuations), 53.1(b), 53.1(c) and failed to remedy the breach in relation to the Delisting in Clause 50.1(i) above;

(c)	the Charterers fail to obtain and/or maintain the Insurances required under Clause 39(Insurance) in accordance with the provisions thereof (or any insurer in respect of such Insurances cancels the Insurances or disclaims liability with respect thereto);

(d)	any Obligor commits any other breach of, or omits to observe or perform, any of their other obligations or undertakings in any Leasing Document (other than a breach referred to in

paragraphs (a) to (c) above) or any Approved Manager breaches any provision of, or omits to observe or perform, any of their obligations or undertakings in any Manager’s Undertaking unless such breach or omission is in the reasonable opinion of the Owners, remediable and the relevant Obligor or Approved Manager remedies such breach or omission to the satisfaction of the Owners within fifteen (15) Business Days of the earlier of (i) the date of the notice thereof from the Owners or (ii) upon the relevant Obligor or Approved Manager becoming aware of the same;

(e)	any representation or warranty made by or on behalf of an Obligor, in or pursuant to any Leasing Document to which it is a party, in the reasonable opinion of the Owners, proves to be materially untrue or misleading when it is made;

(f)	any of the following occurs in relation to any Financial Indebtedness of any Obligor:

(i)

any Financial Indebtedness is not paid when due or not paid within any originally applicable grace period;

(ii)

(iii)

(iv)

(v)

(g)	any of the following occurs in relation to any Obligor:

(i)

it becomes unable to pay its debts as they fall due;

(ii)

any administrative or other receiver is appointed over all or a substantial part of its assets unless as part of a solvent reorganisation which has been approved in writing by the Owners;

(iii)

it makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent or a winding up or administration order

is made in relation to it, or its members or directors of pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business or it makes any formal statement to the effect that it is reasonably likely to become insolvent;

(iv)

(v)

(vi)

(vii)

in a country other than England and Wales, any event occurs or any procedure is commenced which is similar to any of the foregoing described in paragraphs (ii), (iii), (iv) or (v) above;

(viii)

any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any of its asset or assets (other than a Total Loss of the Vessel);

(ix)

(x)

if it suspends or ceases to carry on (or threatens to suspend or cease carrying on) all or a material part of its business,

(h)

(i)	any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect;

(j)	an Obligor suspends or ceases carrying on its business;

(k)	the Security Interest constituted by any Security Document is in any way imperilled or in jeopardy or this Charter or any Leasing Document or any Security Interest created by a Security Document:

(i)

(ii)

is amended or varied without the prior written consent of the Owners, except for any amendment or variation which is expressly permitted by this Charter or any other relevant Leasing Document;

(l)	any Obligor or any Approved Manager rescinds, repudiates (or purports to rescind or repudiates or purports to repudiate) a Leasing Document;

(m)	it is or has become:

(i)

(ii)

contrary to, or inconsistent with, any regulation,

for any Obligor or Approved Manager to maintain or give effect to any of its obligations under any Leasing Document;

(n)	if it becomes unlawful in any applicable jurisdiction for the Owners to perform any of their obligations as contemplated by this Charter or any other Leasing Document to which they are a party;

(o)	any Termination Event (as defined in an applicable Other Charter) occurs and is continuing under any Other Charter or a Termination Event (as defined in the Additional Other Charter) occurs and is continuing under the Additional Other Charter;

(p)	if as a result of any Sanctions, the Owners or the Owners’ Financiers are prohibited from performing any of their obligations under the Leasing Documents, the Financial Instruments or the transactions contemplated under each of these respective documents;

(q)

any lease, hire purchase agreement, charter or any other financing arrangement in respect of any Fleet Vessel (other than the Vessel, the Additional Other Vessel and the Other Vessel) is terminated, cancelled or repudiated by the relevant lessor or owner or financier as a consequence of any termination event or event of default (howsoever defined therein).

(r)	if any Obligor:

(i)

is or becomes a Prohibited Person;

(ii)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(iii)

owns or controls a Prohibited Person;

(iv)

has a Prohibited Person serving as a director, officer or employee; or

(r)	a Change of Control occurs without the prior written consent of the Owners.

47.2

47.3

47.4

Without limiting the generality of the foregoing or any other rights of the Owners, if a Termination Event occurs and it is continuing, the Charterers agree and acknowledge that the Owners shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any action, suit or proceeding relating to or pertaining to the Vessel and this Charter, (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to this Charter, and settle, adjust or compromise any claims for loss, damage or destruction under, or take any other action in respect of, any such policy or policies and/or change or appoint a new manager for the Vessel and the appointment of any originally appointed manager may be terminated immediately without any recourse to the Owners.

47.5

CLAUSE 48 – REPRESENTATIONS AND WARRANTIES

48.1	The Charterers represent and warrant to the Owners, save as otherwise stated in this Clause, as of the date hereof, and on each day henceforth until the last day of the Charter Period, as follows:

(a)	each of the Obligors is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b)	each Obligor and each Approved Manager has the corporate capacity and has taken all corporate actions to obtain and maintain all consents, approvals, authorisations, licenses or permits necessary or desirable for it:

(i)

to enable it lawfully to enter into, exercise its rights and comply with and perform its obligations under each of the Leasing Documents to which it is a party; and

(ii)

to make each of the Leasing Documents to which it is a party admissible in evidence in its Relevant Jurisdictions;

(c)	all consents, approvals, authorisations, licences or permits referred to in Clause 48(b) remain in full force and effect and nothing has occurred which makes any of them liable to revocation;

(d)	each Leasing Document to which an Obligor and Approved Manager is a party constitutes such Obligor’s and Approved Manager’s legal, valid and binding obligations enforceable against such party (and where expressed to be a deed, shall be enforceable as a deed) in accordance with its respective terms;

(e)	the entry into and performance by each Obligor and the transactions contemplated by, each Leasing Document to which such Obligors and Approved Manager is a party do not and will not conflict with:

(i)

(ii)

its constitutional documents; and

(iii)

any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument;

(f)	the choice of governing law as stated in each Leasing Document and the agreement by the relevant parties thereto to refer disputes to the relevant courts or tribunals as stated in such Leasing Document are valid and binding against such parties;

(g)

(h)

(i)	no party has any Security Interest (other than the Permitted Security Interests) or any other interest, right or claim over, in or in relation to the Vessel, this Charter, any moneys payable

under any Leasing Document or over any assets which are, the subject of the Security Interests created or intended to be created by the Security Documents;

(j)

(k)	all payments which an Obligor is liable to make under any Leasing Document to which such Obligor is a party may be made by such party without deduction or withholding for or on account of any tax payable under the laws of their jurisdiction of incorporation;

(l)	no Obligor has failed to pay all taxes applicable to, or imposed on or in relation to it, its business or if applicable, the Vessel;

(m)	no Obligor has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect;

(n)	in relation to the Shipbuilding Contract:

(i)

(ii)

(o)

(p)

(q)

(r)	no Environmental Claim has been made against any Obligor or any other member of the Group;

(s)	no Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred;

(t)

(u)

(v)

(w)

(x)	in relation to any information provided by any Obligor (including any information in relation to the Shipbuilding Contract) for the purposes of this Charter:

(i)

such information was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated;

(ii)

any financial projections contained in such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions, and

(iii)

nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading;

(y)	no corporate action, legal proceeding or other procedure or step described in Clause 47.1(g) or circumstances described in Clause 47.1(f) has been taken or exists or, to their knowledge, threatened in relation to an Obligor;

(z)	no Obligors, nor any of its assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

(aa)

for the purposes of the Regulation, the centre of main interest (as that term is used in Article 3(1) of the Regulation) of each Obligor is situated in its jurisdiction of incorporation Greece and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction;

(bb)	no Obligor is a US Tax Obligor and none of them have established a place of business in the United States of America;

(cc)	no Obligor has established a place of business in the United Kingdom;

(dd)	no Obligor, Approved Manager, sub-charterer and no member of the Group:

(i)

is a Prohibited Person;

(ii)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(iii)

owns or controls a Prohibited Person; or

(iv)

has a Prohibited Person serving as a director, officer or, to the best of its knowledge, employee;

(ee)

(ff)	any factual information provided by the Charterers (or on their behalf) to the Owners was true and accurate (including all information in relation to the Shipbuilding Contract) as at the date it was provided or as the date at which such information was stated.

CLAUSE 49 – GENERAL INFORMATION UNDERTAKINGS

49.1	The Charterers undertake that they shall comply or procure compliance with the following information undertakings commencing from the date hereof and up to the last day of the Charter Period:

(a)	they will send to the Owners:

(i)

(ii)

(b)

(c)	they will promptly provide to the Owners, copies of all notices and minutes relating to any of their extraordinary shareholders’ meetings which are despatched to the shareholders or to

their creditors or any class thereof and its constitutional documents where these have been amended or varied (to the extent not contrary to the other provisions of this Charter);

(d)	they will provide the Owners as soon as reasonably practicable upon becoming aware of them, the details of:

(i)

(ii)

(iii)

any Termination Event or Potential Termination Event that has occurred (and the steps, if any, being taken to remedy it);

(e)

(f)	they will, as soon as practicable upon the request of the Owners, provide the Owners with any additional financial or other information relating to:

(i)

themselves, any Obligor and/or the Vessel (including, but not limited to the condition and location of the Vessel, its Earnings and its Insurances);

(ii)

the Security Interests relating to any Leasing Documents;

(iii)

compliance of each Obligor and any Approved Manager with the terms of the Leasing Documents;

(iv)

the financial condition, business and operations of the Obligors; or

(v)

to any other matter relevant to, or to any provision of any Leasing Document to which it is a party,

which may reasonably be requested by the Owners at any time;

(g)	they shall provide details of the Vessel’s management and employment status (including the entry into any pooling arrangements) at least every six (6) months to the Owners upon a request by the Owners; and

(h)	they shall as soon as reasonable practicable notify the Owners in writing if any payments which they or any other Obligor, is liable to make under any Leasing Document is subject to deduction or withholding or any other tax whatsoever;

CLAUSE 50 – GENERAL UNDERTAKINGS

50.1	The Charterers undertake that they shall comply or procure compliance with the following general undertakings commencing from the date hereof and up to the last day of the Charter Period:

(a)

(b)	they will at their own cost, and will procure and each other Obligor and each Approved Manager, will:

(i)

ensure that any Leasing Document to which they are a party validly creates the obligations and the Security Interests which such Leasing Document purports to create; and

(ii)

(c)

(d)

(e)	except with the Owners’ prior written consent, they will not, and will procure each other Obligor will not, make a substantial change to the general nature of their respective businesses from that carried on at the date of this Charter;

(f)	except with the Owners’ prior written consent or where expressly permitted under the Leasing Documents, they will not enter into any merger, amalgamation, demerger, solvent reorganisation or corporate reconstruction;

(g)	they will not:

(i)

enter into any borrowing except for loans from affiliates which are unsecured and fully subordinated to the Owners;

(ii)

incur any liabilities or obligations to any party except for those reasonably incurred in the ordinary course of operating, chartering, repairing and maintaining the Vessel;

(iii)

be the creditor in respect of any loan or any form of credit to any person;

(iv)

(v)

enter into any material agreement other than the Leasing Documents or any other agreement expressly allowed under any term of the Leasing Documents;

(vi)

(vii)

(h)	they will not, and shall procure that the Guarantor shall not, following the occurrence of a Termination Event which is continuing or where any of the following would result in the occurrence of a Potential Termination Event or Termination Event:

(i)

(ii)

repay or distribute any dividend or share premium reserve;

(iii)

pay any management, advisory or other fee to or to the order of any of its shareholders; or

(iv)

redeem, repurchase, defease, retire or repay any of their shares or resolve to do so; and

(i)

CLAUSE 51 – FINANCIAL COVENANTS

51.1	The Charterers undertake that they shall procure that the Guarantor shall comply with the following financial covenants during the Charter Period:

(a)	the Guarantor’s Leverage Ratio shall not exceed seventy five per cent (75%).

(b)	the Guarantor shall maintain Liquid Assets (free of any Security and inclusive of any balances in time deposits) in an amount of not less than the higher of (i) $10,000,000 on an aggregate basis and (ii) $750,000 per Fleet Vessel;

(c)	the Guarantors’ Consolidated Net Worth shall not be less than $100,000,000.

51.2In this Clause 51 (Financial Covenants):

“Adjusted Total Assets” means, at any date, the amount which would be shown as “Total Assets” under the heading “ASSETS” in the balance sheet of the most recent Accounting Information as adjusted for the aggregate difference (positive or negative) between the book value (being the fixed asset value as per the most recent Accounting Information) and the Fleet Market Value minus the Liquid Assets.

“Consolidated Net Worth” means the aggregate of the Consolidated Market Value Adjusted Total Assets less the Consolidated Total Liabilities.

“Consolidated Market Value Adjusted Tangible Fixed Assets” means the Fleet Market Value plus the book value (less depreciation computed in accordance with the IFRS consistently applied) on a consolidated basis of all other tangible fixed assets of the Group (excluding the Fleet Vessels), as stated in the then most recent and relevant Accounting Information.

“Consolidated Market Value Adjusted Total Assets” means, at any relevant time, the aggregate of Consolidated Current Assets and Consolidated Market Value Adjusted Tangible Fixed Assets.

(a)

any amounts payable by the Guarantor under leases or similar arrangements over their respective periods;

(b)

any credit to the Guarantor from a supplier of goods or under any instalment purchase or other similar arrangement;

(c)

the aggregate amount then outstanding of liabilities and obligations of third parties to the extent that they are guaranteed by the Guarantor;

(d)

(e)

any deferred tax liabilities.

“Leverage Ratio” means, at any date, the ratio (expressed as a percentage) of:

(i)

the Total Liabilities minus Liquid Assets; and

(ii)

the Adjusted Total Assets.

“Liquid Assets” means, at any date, the amount of cash and cash equivalents which would be shown as “Cash and Cash Equivalents” under the heading “ASSETS” in the balance sheet of the most recent Accounting Information.

“Total Liabilities” means, at any date, the amount which would be shown as “Total current liabilities” plus the amount which would be shown as “Total non-current liabilities”, both under the heading “LIABILITIES AND SHAREHOLDERS’EQUITY” in the balance sheet of the most recent Accounting Information (which, for the avoidance of doubt, shall include potential leasing liabilities and shall only exclude shareholder loans when subordinated, non-interest bearing and not callable at will (minimum one year notice)).

51.3

The Charterers shall promptly notify the Owners if the Guarantor agrees to provide any new financial covenants to a creditor (or to amend existing ones such that they materially differ from the financial covenants under Clause 51.1 above placing such creditor in a position which is comparatively more favourable in terms of the financial covenants than the position of the Owners) under the agreements entered into or to be entered into in connection with any Financial Indebtedness owed by the Guarantor or a Group member to such creditor and agrees that it will and shall procure the Guarantor will promptly enter into such necessary documentation as may be required to amend and supplement (as applicable) this Charter and any applicable Leasing Document so as to reflect and incorporate such more favourable financial covenants into this Charter and any applicable Leasing Document (as the case may be).

CLAUSE 52 – VALUATIONS

52.1	The Charterers undertake that they shall comply or procure compliance with the following undertakings commencing from the date hereof and up to the last day of the Charter Period:

(a)	they shall at their cost:

(i)

provide to the Owners valuations of the Vessel (to be addressed to the Owners) to enable the Owners to determine the Initial Market Value of the Vessel;

(ii)

(iii)

(b)

CLAUSE 53 – VESSEL UNDERTAKINGS

53.1	The Charterers undertake that they shall comply or procure compliance with the following Vessel and Sanctions related undertakings commencing from the date hereof and up to the last day of the Charter Period:

(a)	they will notify the Owners promptly upon becoming aware:

(i)

that any Environmental Claim has been made against the Charterers or in connection with the Vessel, or that any Environmental Incident has occurred;

(ii)

of any arrest or detention of the Vessel or any exercise or purported exercise of any lien on that Vessel or its Earnings or any requisition of the Vessel for hire;

(iii)

any modification or alteration of the Vessel of a value in excess of $1,000,000;

(iv)

any casualty or occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become, a Major Casualty; and

(v)

that a Total Loss has occurred,

and will keep the Owners fully up-to-date with all developments;

(b)

(i)

conduct their activities in a manner consistent with US and UN sanctions, as applicable;

(ii)

have sufficient resources in place to ensure execution of and compliance with their own sanctions policies by their personnel, e.g., direct hires, contractors, and staff;

(iii)

ensure subsidiaries and affiliates comply with the relevant policies, as applicable;

(iv)

have relevant controls in place to monitor automatic identification system (AIS) transponders;

(v)

have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;

(vi)

have controls to assess authenticity of bills of lading, as necessary; and

(vii)

have controls in place consistent with the Sanctions Advisory,

(c)	without limiting Clause 53.1(b), they will procure that:

(i)

(ii)

the Vessel shall not be used in any manner contrary to Sanctions, or in a manner that creates a risk that an Obligor will become a Prohibited Person;

(iii)

notwithstanding any other provision of this paragraph (c), the Vessel shall not be used in trading in any manner that creates a risk that the Vessel will become a Sanctioned Ship;

(iv)

the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner which would result or would reasonably be expected to result in any Obligor or the Owners becoming a Prohibited Person; and

(v)

(vi)

it and any sub-charterer of the Vessel or the Approved Manager will cooperate and exchange all relevant data and information in a timely manner to facilitate compliance with any applicable Emissions Scheme and enable each party to calculate the amount of Emissions Allowances in respect of the Vessel that must be surrendered to the authorities of the applicable Emissions Scheme for the Charter Period and that each relevant party will supply the relevant authority of such Emission Scheme with relevant mandating documents to surrender such allowances to ensure that the Owners and the Charterers will be in compliance with all Environmental Laws;

(d)

(e)

(f)

(g)	they shall not:

(i)

(ii)

terminate or otherwise assign or transfer the relevant management agreement unless with the prior approval in writing by the Owners (such approval not to be unreasonably withheld or delayed);

(h)	with effect from and following Delivery, ensure that the Vessel will be registered in the Flag State under the name of the Owners;

(i)	the Vessel shall be classed with an Approved Classification Society upon Delivery at the highest classification available for vessels of its type and be free of all overdue recommendations or conditions, and maintain such class during the Charter Period;

(j)	unless with the Owners’ prior written consent (such consent not to be unreasonably withheld or delayed save that such qualification shall not apply following the occurrence of a Termination Event), they shall not deactivate or lay up the Vessel;

(k)	they shall not make any structural change to the Vessel without the prior written consent of the Owners other than a structural change that:

(i)

is mandatorily required by any applicable law and regulation; or

(ii)

relates to the installation of exhaust gas cleaning systems (scrubbers) and/or ballast water treatment systems (and in the case of the ballast water treatment system, the

Charterers shall ensure that the same is installed and a USCG certificate of compliance regarding the same issued on a date prior to 1 July 2022); or

(iii)

would not, in the Owners’ reasonable opinion:

(A)

have a material adverse effect on the Vessel’s fitness for purpose;

(B)

materially alter the structure, type or performance characteristics of the Vessel; and/or

(C)

materially diminish the value of the Vessel or have a material adverse effect on the safety, performance or marketability of the Vessel,

(l)

(m)	subject to the other terms of this Charter, the Charterers may freely sub-charter the Vessel save that the Owners’ prior written consent shall be required:

(i)

to any sub-bareboat or demise charter of the Vessel;

(ii)

(iii)

to any employment of the Vessel which does not permit a transfer of the registered ownership of the Vessel without the consent of the applicable sub-charterer;

(n)	they shall procure that all Earnings in connection with the Vessel are paid into the Operating Account and that the Charterers facilitate access by the Owners to information relating to the Operating Account;

(o)	they shall ensure that a minimum amount of $500,000 is maintained in the Operating Account at all times during the Charter Period; and

(p)

(q)	they shall procure that the Vessel is free of encumbrances and liens (save for those created by the Owners or otherwise permitted in writing under the terms of this Charter).

CLAUSE 54 – INSPECTION OF VESSEL

54.1	Without prejudice to Clause 54.2 below, the Owners shall be entitled to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf:

(a)	to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained;

(b)	in dry-dock if the Charterers have not dry-docked the Vessel in accordance with Clause 10(g) (Periodical Dry-docking);

(c)	as may be required for classification purposes; and

(d)	for any other commercial reason they consider necessary,

and in doing so, the Charterers shall afford the Owners or their authorised surveyor with all proper facilities in relation to such inspection or survey.

54.2

54.3	The documented costs and fees for any inspection and survey permitted under this Clause shall be paid by the Charterers.

54.4	All time used in respect of inspection, survey or repairs pursuant to this Clause shall be for the Charterers’ account and form part of the Charter Period.

54.5	The Charterers shall also permit the Owners to inspect the Vessel’s log books or survey reports whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accidents or damage to the Vessel.

CLAUSE 55 – PURCHASE OPTION

55.1

The Charterers shall have the option (the “Purchase Option”) to purchase the Vessel on each anniversary date on and Payment Date as from the first (1^st) anniversary of the Commencement Reference Date as specified in the Purchase Option Notice (as hereinafter defined) at the applicable Purchase Option Price, subject to the other terms of this Clause 55 (Purchase Option).

55.2	The Purchase Option shall be exercisable only:

(a)

upon the Charterers providing not less than sixty (60) days’ written notice (the “Purchase Option Notice”) to purchase the Vessel on a date specified therein (the “Purchase Option Date”) which shall fall on an anniversary of the Commencement Date on or after the first (1^st) anniversary of the Commencement Date a Payment Date described in Clause 55.1 or on the last day of the Charter Period (as the case may be) subject to Clause 60.1 (unless otherwise agreed by the Owners); and

(b)	in the absence of the occurrence of a Potential Termination Event or a Termination Event on or prior to either the date of the Purchase Option Notice or the Purchase Option Date.

55.3	The Purchase Option Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, will in each case be irrevocable and the Charterers shall be bound to pay to the Owners the Purchase Option Price on the Purchase Option Date.

55.4	The sale of the Vessel pursuant to the Charterers’ exercise of the Purchase Option shall be conducted in accordance with Clause 56 (Sale of the Vessel).

55.5	If the Charterers do not exercise the Purchase Option on or before the expiration of the Charter Period:

(a)	the Charterers shall pay the Option Premium to Owners on the last day of the Charter Period;

(b)

(c)

CLAUSE 55A – MANDATORY SALE DELIBERATELY LEFT BLANK

Mandatory Sale Price is paid pursuant to Clause 37.5 (Changes to Interest Rate, Default Interest) is a “Mandatory Sale Date” and such transfer of the Vessel provided therein is a “Mandatory Sale”.

CLAUSE 56 – SALE OF THE VESSEL

56.1

The sale of the legal and beneficial interest and title in the Vessel pursuant to the Charterers’ exercise of, as the case may be, the Charterers’ Purchase Option under Clause 55 (Purchase Option) or pursuant to Clause 41.3, or the completion of a Mandatory Sale under Clause 55A (Mandatory Sale) shall be on an “as is where is” and subject to the following terms and conditions:

(a)

(b)	the Vessel shall be free from any registered mortgages incurred by the Owners (save for those mortgages, liens, encumbrances and debts arising out of or in connection with this Charter or the Leasing Documents);

(c)

the Purchase Option Price, or Termination Sum or Mandatory Sale Price (as applicable) shall be paid by (or on behalf of) the Charterers to the Owners together with (without double counting) unpaid amounts of Charterhire, Breakfunding Costs (if applicable), default interest accruing under Clause 37.6 37.4 (if applicable), fees, expenses and any other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Purchase Option Date or the Termination Date or the Mandatory Sale Date (as the case may be) which remain unpaid; and

(d)

relevant ship registry to issue a certificate of title or any other evidence provided in accordance with the practice of such registry showing that the Vessel shall be free from any registered mortgages in favour of the Owners, to the Charterers and the relevant ship registry of the Vessel under the Charterers’ flag of choice (and to the extent required for such purposes, the Vessel shall be deemed first to have been redelivered to the Owners), provided that the Owners shall not be obliged to do anything which would (in its reasonable opinion) constitute a breach of the applicable QEL (if any). Any fees (including legal fees), costs or disbursements incurred by the Owners in connection with the Charterers’ exercise of the Purchase Option or transfer of the Vessel following payment of the Termination Sum or Mandatory Sale Price (as the case may be) shall be indemnified or reimbursed by the Charterers to the Owners upon the Owners’ demand on or prior to the Purchase Option Date or date of payment of the Termination Sum or Mandatory Sale Date (as applicable).

CLAUSE 57 – INDEMNITIES

57.1

(a)	as a result of incorporating the Owners in the relevant jurisdiction selected by the Charterers or required for the purpose of flying the flag of the Vessel in a particular jurisdiction;

(b)	in connection with delivery, possession, performance, control, registration, repair, survey, insurance, maintenance, manufacture, purchase, ownership or operation of the Vessel (including but not limited to any social security contributions);

(c)	in connection with the prevention or release of liens or detention of or requisition, use, operation, redelivery, sale or disposal of the Vessel (or any part of it) and/or whether prior to, during or after termination;

(d)	in connection with delay in the scheduled delivery date of the Vessel under the Shipbuilding Contract;

(e)	in connection with or following the occurrence of a Termination Event or Potential Termination Event (including without limitation, by reason thereof in re-taking possession or otherwise in acquiring the Vessel pursuant to Clause 38.3).

57.2

57.3

57.4

(a)	to be indemnified by any Obligor;

(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Obligor under any Leasing Document;

(c)	to take any benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Obligor under any Leasing Document or of any other guarantee or security taken pursuant to, or in connection with, any Leasing Document by any Obligors;

(d)	to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of any Leasing Document;

(e)	to exercise any right of set-off against any Obligor; and/or

(f)	to claim or prove as a creditor of any Obligor,

CLAUSE 58 – NO SET-OFF OR TAX DEDUCTION

58.1	All Charterhire and any payment made from the Charterers to enable the Owners to pay all amounts under a Leasing Document shall be paid punctually and:

(a)	without any form of set-off, cross claim, condition or counterclaim;

(b)	free and clear of any tax deduction or withholding unless required by law; and

(c)	net of any bank charges or bank fees.

58.2	Without prejudice to Clause 58.1, if the Owners are required by law to make a tax deduction from any payment:

(a)	the Owners shall notify the Charterers as soon as they become aware of the requirement; and

(b)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

58.3	The Charterers shall (within three (3) Business Days of demand by Owners) pay to the Owners an amount equal to the loss, liability or cost which the Owners determine will be or has been (directly or indirectly) suffered for or on account of tax by the Owners in respect of a Leasing Document.

58.4	Clause 58.3 shall not apply:

(a)

(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clause 58.2.

58.5

58.6

CLAUSE 59 – INCREASED COSTS

59.1	This Clause 59 (Increased Costs) applies if the Owners notify the Charterers that they consider that as a result of:

(a)

(b)

the Owners (or a parent company of them) has incurred or will incur an “increased cost”.

59.2	In this Clause 59 (Increased Costs), “increased cost” means, in relation to the Owners:

(a)

(b)	an additional or increased cost of funding or financing the acquisition of the Vessel pursuant to the MOA; or

(c)	a liability to make a payment or a return forgone, which is calculated by reference to any amounts received or receivable by the Owners under this Charter,

59.3

CLAUSE 60 – MISCELLANEOUS

60.1	Unless otherwise expressly stated to the contrary in this Charter, any payment which is due to be made on a day which is not a Business Day shall be made on the preceding Business Day instead.

60.2

60.3	The Charterers waive any rights of sovereign immunity which they or any of their properties may enjoy in any jurisdiction and subjects itself to civil and commercial law with respect to their obligations under this Charter.

60.4	No term of this Charter is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Charter.

60.5	This Charter and each other Leasing Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Charter or that Leasing Document, as the case may be.

CLAUSE 61 – FATCA

61.1Defined terms

For the purposes of this Clause 61 (FATCA), the following terms shall have the following meanings:

“Code” means the United States Internal Revenue Code of 1986, as amended.

“FATCA” means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

(c)

“FATCA Deduction” means a deduction or withholding from a payment under this Charter or the Leasing Documents required by or under FATCA.

“FATCA Exempt Party” means a Relevant Party that is entitled under FATCA to receive payments free from any FATCA Deduction.

“FATCA Non-Exempt Party” means any Relevant Party who is not a FATCA Exempt Party.

“IRS” means the United States Internal Revenue Service or any successor taxing authority or agency of the United States government.

“Relevant Party” means any of the parties to this Charter and the Leasing Documents.

61.2FATCA Information

(a)	Subject to paragraph (c) below, each Relevant Party shall, on the date of this Charter, and thereafter within ten (10) Business Days of a reasonable request by another Relevant Party:

(i)

confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and

(ii)

(b)

(c)

Nothing in this Clause shall oblige any Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse any Relevant Party from providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph.

(d)	If a Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under FATCA, then:

(i)

(ii)

until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.

61.3

FATCA Deduction and gross-up by Relevant Party.

(a)

(b)	If the Charterers are required to make a FATCA Deduction then the Charterers shall increase the payment due from them to the Owners to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.

(c)

61.4

FATCA Deduction by Owners.

61.5

FATCA Mitigation.

CLAUSE 62 – ASSIGNMENT, TRANSFER AND REFINANCING

62.1	The Charterers shall not assign or transfer (whether by novation or otherwise) their rights and/or obligations under this Charter or any other Leasing Document.

62.2	The Charterers acknowledge that, at any time during the Charter Period:

(a)	the Owners are entitled to enter into certain funding arrangements in relation to the Vessel with the Owners’ Financiers in order to refinance the then outstanding Owners’ Costs (or part thereof), which funding arrangements may be secured, inter alia, by the relevant Financial Instruments;

(b)	the Owners may do any of the following as security for the funding arrangements referred to in paragraph (a) above, in each case without consent of the Charterers but with notice to the Charterers:

(i)

execute a ship mortgage over the Vessel or any other Financial Instrument in favour of the Owners’ Financiers;

(ii)

assign their rights and interests to, in or in connection with this Charter and/or any other Leasing Document in favour of the Owners’ Financiers;

(iii)

assign their rights and interests to, in or in connection with the Insurances, the Earnings and the Requisition Compensation of the Vessel in favour of the Owners’ Financiers; and

(iv)

enter into any other document or arrangement which is necessary to give effect to such financing arrangements.

62.3

in any form that may be reasonably required by the Owners’ Financiers subject to not imposing to the Charterers any more onerous obligations than those included in the Leasing Documents. The Charterers further agree to enter into any required acknowledgements of assignments and other customary documents as may be required in connection with the Financing Documents.

62.4

The Owners shall, if requested by the Charterers or any applicable sub-charterer, procure that on or around the time a mortgage over the Vessel is executed in favour of Owners’ Financiers, the Owners’ Financiers shall enter into a QEL with the Owners and the Charterers or any applicable sub-charterer (in a form to be agreed among the Owners’ Financiers, the Owners, the Charterers and any applicable sub-charterer).

62.5	During the Charter Period, the Owners may procure a:

(a)	change in the registered ownership of the Vessel; and/or

(b)	assign or transfer by novation of any of its rights and obligations under any of the Leasing Documents,

(i)

becomes liable to the new of owner of the Vessel for its performance of all obligations pursuant to such Leasing Document; and

(ii)

62.6

CLAUSE 63 – CONFIDENTIALITY

(a)	it is already known to the public or becomes available to the public other than through the act or omission of the disclosing Party;

(b)	it is required to be disclosed under the applicable laws of any Relevant Jurisdiction or by a governmental order, decree, regulation or rule;

(c)	in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings;

(d)	to any other party to a Leasing Document;

(e)

(f)	to any of the following persons (on a need to know basis):

(i)

a shareholder or an Affiliate of either Party or a party referred to in paragraph (d);

(ii)

its board of directors, employees or its shareholders;

(iii)

professional advisers retained by a disclosing party;

(iv)

any rating agencies;

(v)

the Approved Classification Society;

(vi)

the ship registry of the Flag State; and

(vii)

in the case of the disclosing party being the Owners, persons advising on, providing or considering the provision of financing to the Owners or an Affiliate of the Owners,

(g)	to any person which is a classification society or other entity which the Owners or the Owners’ Financiers have engaged to make the calculations necessary to enable the Owners and/or the Owners’ Financiers to comply with their reporting obligations under the Poseidon Principles; or

(h)	with the prior written consent of all Parties and if required by any Party, subject to a corresponding confidentiality undertaking obtained from the party to whom the Confidential Information is disclosed to.

CLAUSE 64 – GENERAL APPLICATION OF PROCEEDS

64.1	Any Net Trading Proceeds, Net Sales Proceeds, Total Loss Proceeds, any proceeds realised by the Owners in connection with the enforcement of the Security Documents (unless otherwise specified in the Security Documents) and any proceeds received by the Owners from any Other

Owner (as trustee for the Owners) shall be applied in the following order of application against amounts payable under the Leasing Documents:

(a)	firstly, in or towards any amounts outstanding under the Leasing Documents other than the Termination Sum (including but not limited to any costs and expenses incurred in the enforcement of the Security Documents, to the extent these are not covered under the Termination Sum);

(b)	secondly, in or towards satisfaction of the Charterers’ obligation to pay the Termination Sum (or such portion of it that then remains unpaid) in any order of application in the amounts comprising the Termination Sum as the Owners may determine; and

(c)	thirdly, upon satisfaction in full of all amounts payable to the Owners under the Leasing Documents, in payment of any surplus to the Charterers, but subject always to the terms of the General Assignment.

CLAUSE 65 – GOVERNING LAW AND ENFORCEMENT

65.1	This Charter, and any non-contractual obligations arising out of or in connection with it, shall be governed by English law.

65.2

65.3

65.4	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

CLAUSE 66 – DEFINITIONS

66.1	In this Charter the following terms shall have the meanings ascribed to them below:

“Acceptance Certificate” means a certificate substantially in the form set out in Schedule 1 (Acceptance Certificate) to be signed by the Charterers at Delivery.

“Account Bank” means ABN AMRO Bank N.V., Netherlands or such other bank approved by the Owners.

“Account Charge” means the document creating charge(s) over the Operating Account executed or to be executed by the Charterers in favour of the Owners.

“Additional Other Charter” means, in relation to the Additional Other Vessel, the bareboat charterparty to be entered into between the Additional Other Owner and the Additional Other Charterer.

“Additional Other Charterer” means Moonsprite Shipping Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960.

“Additional Other Owner” means Sea 112 Leasing Co. Limited, a company incorporated under the laws of Hong Kong with registered address at 46/F, Champion Tower 3, Garden Road, Central, Hong Kong.

“Additional Other Vessel” means m.v. Nissos Anafi with IMO number 9856086 currently flagged under the laws of the Republic of the Marshall Islands.

“Advance Charterhire” has the meaning as defined under Clause 36.2 of the Charter.

“Affiliate” means in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Amended Expiry Owners’ Costs” means US$40,921,875.

“Amended Margin” means 2.00% per annum.

“Amended Owners’ Costs” means US$66,384,375 which is equal to the Owners’ Costs as at the Reference Date, for the avoidance of doubt, after having deducted the Initial Fixed Charterhire due and payable on the Reference Date.

(a)

issued, administered or enforced by any governmental agency having jurisdiction over the Charterers or any other Obligors or their respective subsidiaries;

(b)

of any jurisdiction in which the Charterers or any other Obligor conducts business; or

(c)

to which the Charterers or any other Obligor is subjected or subject to.

“Approved Manager” means the Approved Commercial Manager or the Approved Technical Manager.

“Assignable Sub-charter” means any period time charters relating to the Vessel, whether or not already in existence.

“Arrangement Fee” has the meaning as defined under Clause 44.1.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the principal business centres of Shanghai, Singapore, Amsterdam and Piraeus or:

(a)

in respect of a day on which a payment is required to be made or other dealing is due to take place under this Agreement in Dollars, a day on which banks are open in New York City; and

(b)

in respect of the calculation of any Initial Variable Charterhire or Variable Charterhire, a US Government Securities Business Day.

“Builder” has the meaning ascribed to such term in the MOA.

“Cancelling Date” has the meaning ascribed to such term in the MOA.

“Change of Control” means:

(a)

the Guarantor ceasing to directly own one hundred percent (100%) of the shares in the Charterers; or

(b)

Mr. Ioannis Alafouzos and Mr. Themistoklis Alafouzos cease to hold less than 35% of the shares (directly or indirectly) of the Guarantor.

“Charter Period” means the period described in Clause 32.1 unless it is terminated earlier in accordance with the provisions of this Charter.

“Charterhire” means each of, as the context may require, all of the instalments of hire payable hereunder on each applicable Payment Date comprising in each case either (before the Reference Date) both Initial Fixed Charterhire and Initial Variable Charterhire or (after the Reference Date) both Fixed Charterhire and Variable Charterhire, as further detailed in Clause 36.

“Commencement Date” means the date on which Delivery takes place.

“Credit Adjustment Spread” means zero point one five per cent. (0.15%);

“Delisting” means the Guarantor ceasing to be listed on the Oslo Stock Exchange (Oslo Børs). both:

(a)

the Oslo Stock Exchange (Oslo Børs); and

(b)

the New York Stock Exchange.

“Delivery” means the physical and legal delivery of the Vessel from the Owners to the Charterers pursuant to the terms of this Charter.

“Dollars” and “US$” mean the lawful currency for the time being of the United States of America.

(a)

all freight, hire and passage moneys;

(b)

any compensation payable in the event of requisition of the Vessel for hire;

(c)

any remuneration for salvage and towage services;

(d)

any demurrage and detention moneys;

(e)

damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel;

(f)

all moneys which are at any time payable to the Charterers in relation to general average contribution; and

(g)

“Emissions Allowances” means an allowance, credit, quota, permit or equivalent, representing a right of a vessel to emit a specified quantity of greenhouse gas emissions recognised by the Emissions Scheme.

“Emissions Scheme” means a greenhouse gas emissions trading scheme which for the purposes of this Charter shall include the EU ETS and any other similar systems imposed by applicable lawful authorities that regulate the issuance, allocation, trading or surrendering of Emissions Allowances.

“Environmental Incident” means:

(a)

(b)

case, in connection with which the Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Vessel and/or any Obligors and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

“EU ETS” means the European Union Emissions Trading System specifically applicable to shipping pursuant to the European Directive 2023/959 amending European Directive 2003/87/EC and Commission Implementing Regulation (EU) 2023/2599 of 22 November 2023 laying down rules for the application of Directive 2003/97/EC of the European Parliament and of the Council as regards the administration of shipping companies by administering authorities in respect of a shipping company.

“ETS and Fuel EU Maritime Letter” shall have the meaning as defined under Clause 40.5(c).

“Expiry Owners’ Costs” means an amount equal to sixty five per cent. (65%) of the Opening Capital Balance.

“Fair Market Value” means the value of the Vessel determined as follows:

(a)

subject to sub-paragraph (b) below, the arithmetic mean of the valuations shown by two (2) valuation reports each addressed to the Buyers and prepared at the Sellers’ cost:

(i)

on a date no earlier than thirty (30) days prior to the relevant date of valuation;

(ii)

by Approved Valuers one nominated by the Owners and the other nominated by the Charterers (but with the report addressed to the Owners);

(iii)

without physical inspection of the Vessel; and

(iv)

on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, without taking into account any charter; and

(b)

“Fee Letter” mean the fee letter referred to under Clause 44.1 for payment of the Arrangement Fee.

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

(a)

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b)

under any loan stock, bond, note or other security issued by the debtor;

(c)

under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

(d)

(e)

(f)

“First Payment Date” shall have the meaning as defined under 36.5(a36.6(a).

“Fixed Charterhire” shall have the meaning as defined under Clause 36.4(a36.5(a).

“Fleet Vessel” means any ship or vessel (including, but not limited to, the Vessel, the Additional Other Vessel and the Other Vessel) from time to time wholly leased, hired, chartered or financed under any lease, hire purchase agreement, charter or any other financing arrangement by affiliates of the Owners and/or the Other Owner to subsidiaries or affiliates of the Guarantor.

“Fuel EU Maritime” means Fuel EU Maritime Regulation 2023/1805 dated 13 September 2023 on the use of renewable and low-carbon fuels in maritime transport, and amending Directive 2009/16/EC.

“Further Arrangement Fee” has the meaning as defined under Clause 44.1.

“Further Arrangement Fee Letter” means the fee letter referred to under Clause 44.1 for payment of the Further Arrangement Fee.

(a)

the Earnings, Insurances, Requisition Compensation in respect of the Vessel; and

(b)

any Assignable Sub-charter; in favour of the Owners.

“Group” means the Guarantor and its Subsidiaries (whether directly or indirectly owned) from time to time.

“Guarantee” means the guarantee executed by the Guarantor in favour of the Owners on or about the date hereof.

“Historic Term SOFR” means, in relation to any Hire Period, the most recent applicable Term SOFR for a period equal in length to that Hire Period and which is as of a day which is no more than three US Government Securities Business Days before the Quotation Day.

“Holding Company” means, in relation to a person, any other person in relation to which (i) it is a Subsidiary or (ii) it is a Subsidiary of a Subsidiary.

“IAPPC” means a valid international air pollution prevention certificate for the Vessel issued pursuant to the MARPOL Protocol.

“IFRS” means International Financing Reporting Standards.

“Initial Fixed Charterhire” has the meaning defined in Clause 36.4(a).

“Initial Market Value” has the meaning ascribed to such term in the MOA.

“Initial Variable Charterhire” has the meaning defined in Clause 36.4(b).

“Insurances” means:

(a)

(b)

“Interpolated Historic Term SOFR” means, in relation to any Hire Period, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(A)

either:

(1)

the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Hire Period; or

(2)

if no such Term SOFR is available for a period which is less than the Hire Period, SOFR for a day which is no more than five US Government Securities Business Days (and no less than two US Government Securities Business Days) before the Quotation Day; and

(B)

the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Hire Period.

“Interpolated Term SOFR” means, in relation to any Hire Period, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(A)either:

(1)

the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the longest period (for which Term SOFR is available) which is less than that Hire Period; or

(2)

if no such Term SOFR is available for a period which is less than that Hire Period, SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and

(B)

the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the shortest period (for which Term SOFR is available) which exceeds that Hire Period.

“Interest Rate” means, for any Hire Period, the applicable Reference Rate.

“ISSC” means a valid international ship security certificate for the Vessel issued pursuant to the ISPS Code.

“Joint Surveyor” shall have the meaning as defined under Clause 41.8.

“Leasing Documents” means this Charter, the Guarantee, the MOA, the Fee Letter, the Further Fee Letter, any QEL , the Security Documents, any other document designated as a “Leasing Document” as agreed between the Charterers and the Owners and each, as the context may require, the “Leasing Document”.

“Mandatory Sale” has the meaning given to that term in Clause 55A.

“Mandatory Sale Date” has the meaning given to that term in Clause 55A.

“Mandatory Sale Price” means, in respect of the Mandatory Sale Date, the aggregate of:

(a)

the Owners’ Costs prevailing as at the Mandatory Sale Date;

(b)

any Charterhire accrued but unpaid as at the date of payment of the Mandatory Sale Price;

(c)

any Breakfunding Costs including any Swap Costs;

(d)

any documented legal or other costs incurred by the Owners in connection with the exercise of the Mandatory Sale; and

(e)

aside from the amounts described under paragraphs (a) to (d) above, any other moneys due and owing under the Leasing Documents at the Mandatory Sale Date.

“Margin” means two point four five per cent. (2.45%) per annum.

“Market Disruption Rate” means :

(a)

prior to the Reference Date, the percentage rate per annum which is the aggregate of the Reference Rate and the Credit Adjustment Spread.; and

(b)

following the Reference Date, the Reference Rate.

“Material Adverse Effect” means, in the reasonable opinion of the Owners, a material adverse effect on:

(a)

the business, operations, property, condition (financial or otherwise) of any Obligor or the Group (taken as a whole); or

(b)

the ability of any Obligor to perform its obligations under any Leasing Document to which it is a party; or

(c)

“Net Sales Proceeds” has the meaning given to it under Clause 42.1(c).

“Net Trading Proceeds” has the meaning given to it under Clause 42.1(b).

“Nominated Purchaser” has the meaning given to it under Clause 42.1(c).

“Obligatory Insurances” means any insurances of the Vessel required to be effected by or on behalf of the Charterers pursuant to Clause 39.

“Obligors” means:

(a)

the Charterers;

(b)

the Guarantor;

(c)

the Approved Managers as at the date of this Charter which is an entity within the Group;

(d)

any sub-charterer of the Vessel which is an entity within the Group; and

(e)

“Opening Capital Balance” shall have the same meaning as defined under the MOA.

“Operating Account” means an interest bearing account opened or to be opened in the name of the Charterers with the Account Bank.

“Option Premium” means an amount of US$1,500,000US$6,000,000.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws they are incorporated as at the date of this Charter.

“Other Charterer” means, in relation to an Other Vessel, Ark Marine S.A..

“Other Leasing Documents” means the Leasing Documents as defined in the Other Charter.

“Other Owner” means, in relation to an Other Vessel, Sea 289 Leasing Co. Limited.

“Other Vessel” means each, or as the context may require, Hull Number 3211.

“Owners’ Costs” means, on any relevant date, (i) the Opening Capital Balance minus (ii) the aggregate of Initial Fixed Charterhire and Fixed Charterhire which has been paid by the Charterers and received by the Owners as at such date.

“Owners’ Surveyor” shall have the meaning as defined under Clause 41.9.

“Party” means a party to this Charter, namely the Owners or the Charterers.

“Payment Date” shall have the meaning as defined under Clause 36.536.6.

“Permitted Security Interest” means:

(a)

any Security Interest created by a Security Document or a Financial Instrument;

(b)

any lien for unpaid master’s and crew’s wages in accordance with the ordinary course of operation of the Vessel or in accordance with usual reputable maritime practice;

(c)

any lien for salvage;

(d)

any lien for master’s disbursements incurred in the ordinary course of trading;

(e)

(f)

(g)

provided that the foregoing have not arisen due to the default or omission of any Obligor.

“Prepositioning Date” shall have the same meaning as defined under the MOA.

“Prohibited Countries” means countries or territories whose government is the target of Sanctions or that is subject to comprehensive country-wide or territory-wide Sanctions

(currently and, in any case, as long as the Sanctions remain in place, as regards United States Sanctions, Cuba, Syria, Iran, North Korea, Crimea and Venezuela), including , in particular but not limited to or pursuant to the US’s Office of Foreign Assets Asset Control of the U.S. US Department of Treasury (“OFAC”). {WFW: Consistency with Nissos Anafi BBC}

“Published Rate” means Term SOFR for three (3) months.

“Published Rate Replacement Event” means, in relation to a Published Rate:

(a)

the methodology, formula or other means of determining that Published Rate has, in the opinion of the Owners and the Charterers, materially changed;

(b)

(i)

(I)

the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

(II)

information is published in an order, decree, notice, petition or filing, howsoever described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(ii)

the administrator of that Published Rate publicly announces that it has ceased or will cease, to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(iii)

the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely continued; or

(iv)

the administrator of that Published Rate or its supervisor publicly announces that that Published Rate may no longer be used; or

(c)

the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Owners and the Charterers) temporary; or

(ii)

that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than a time period approved by the Owners and the Charterers; or

(d)

in the opinion of the Owners and the Charterers, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Charter.

“Purchase Option” means the purchase option referred to in Clause 55.1.

“Purchase Option Date” shall have the meaning ascribed thereto in Clause 55.2.

“Purchase Option Notice” shall have the meaning ascribed thereto in Clause 55.2.

“Purchase Option Price” means, in respect of any Purchase Option Date:

(a)

if If the Purchase Option Date falls on or after the first (1st) anniversary of the Commencement Reference Date but prior to the seventh (7^th) anniversary of the Commencement Reference Date, the aggregate of:

(i)

the Owners’ Costs prevailing as at the relevant Purchase Option Date;

(ii)

the Relevant Fee (if appliable);

(ii)

(iii)any Charterhire accrued but unpaid as at the date of payment of the Purchase Option Price;

(iii)

(iv)any Breakfunding Costs including any Swap Costs;

(iv)

(v)any documented legal or other costs incurred by the Owners in connection with the exercise of the Purchase Option under Clause 55 (Purchase Option); and

(v)

(vi)aside from the amounts described under paragraphs (i) to (viv) above, any other moneys due and owing under the Leasing Documents at the relevant Purchase Option Date;

(b)

if the Purchase Option Date falls on or after the seventh (7^th) anniversary of the Commencement Reference Date, the aggregate of:

(i)

the Amended Expiry Owners’ Costs;

(ii)

any Charterhire accrued but unpaid as at the date of payment of the Purchase Option Price;

(iii)

any documented legal or other costs incurred by the Owners in connection with the exercise of the Purchase Option under Clause 55 (Purchase Option); and

(iv)

aside from the amounts described under paragraphs (i) to (iii) above, any other moneys due and owing under the Leasing Documents at the relevant Purchase Option Date.

“Purchase Price” has the meaning given to it in the MOA.

“Quotation Day” means, in relation to any Hire Period, two (2) US Government Securities Business Days before the first day of that Hire Period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Owners in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Reference Rate” means, in relation to a Hire Period:

(a)

the applicable Term SOFR for three (3) months as of 5:00pm New York time on the Quotation Day for dollars; or

(b)

as otherwise determined pursuant to Clause 37 (Changes to Interest Rate, Default Interest),

and if, in either case, (i) prior to (and including) the Reference Date, the aggregate of that rate and the Credit Adjustment Spread is less than zero, the Reference Rate shall be deemed to be such a rate that the aggregate of the Reference Rate and the Credit Adjustment Spread is zero and (ii) following (and excluding) the Reference Date, if that rate is less than zero, the Reference Rate shall be deemed to be zero.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any property owned by it and charged under a Leasing Document is situated;

(c)

any jurisdiction where it conducts its business; or

(d)

any jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it creating a Security Interest.

“Relevant Fee” means, in relation to the Vessel, the amount set out corresponding to the relevant Purchase Option Date below:


Relevant Anniversary Date	Relevant Fee (US$)
1^st Anniversary	1.5% of the Owners’ Costs
2^nd Anniversary	1.25% of the Owners’ Costs


3^rd Anniversary	1% of the Owners’ Costs
4^th Anniversary	0.75% of the Owners’ Costs
5^th Anniversary	0.5% of the Owners’ Costs
6^th Anniversary	0% of the Owners’ Costs

“Replacement Reference Rate” means a reference rate which is:

(a)

formally designated, nominated or recommended as the replacement for a Published Rate by:

(i)the administrator of that Published Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Published Rate); or

(ii)any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Reference Rate” will be the replacement under sub-paragraph (ii) above;

(b)

in the opinion of the Owners and the Charterers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to that Published Rate; or

(c)

in the opinion of the Owners and the Charterers, an appropriate successor or alternative to a Published Rate.