ter cer document op dv marina

7/29/2019 Ter Cer Document Op Dv Marina

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BAREBOAT -HIRE-PURCHASE CHARTER

(NAME OF VESSEL)____________

INDEX

CLAUSE 1. DEFINITIONSCLAUSE 2. CHARTER PERIODCLAUSE 3. PRE-DELIVERY INSPECTION AND DELIVERYCLAUSE 4. TIME FOR DELIVERYCLAUSE 5. CANCELLING NO APLICABLECLAUSE 6. TRADING RESTRICTIONSCLAUSE 7. SURVEYS ON DELIVERY (SURVEY ON REDELIVERY N/A)CLAUSE 8. INSPECTIONCLAUSE 9. INVENTORIES, OIL AND STORES

CLAUSE 10 MAINTENANCE AND OPERATIONCLAUSE 11 HIRE (SEE ALSO CL 32 AND 34)CLAUSE 12 MORTGAGE (SEE ALSO CL 39)CLAUSE 13 INSURANCE AND REPAIRS (SEE ALSO CL 36 and 43)CLAUSE 14 INSURANCE, REPAIRS AND CLASSIFICATION (N/A)CLAUSE 15 REDELIVERY (N/A)CLAUSE 16 NON-LIENSCLAUSE 17 INDEMNITYCLAUSE 18 LIENSCLAUSE 19 SALVAGECLAUSE 20 WRECK REMOVALCLAUSE 21 GENERAL AVERAGECLAUSE 22 ASSIGNMENT, SUB-CHARTER AND SALE (SEE ALSOADDITIONAL CL 39)CLAUSE 23 CONTRACTS OF CARRIAGECLAUSE 24 BANK GUARANTEE (N/A)CLAUSE 25 REQUISITION/ACQUISITIONCLAUSE 26 WARCLAUSE 27 COMMISSION (N/A)CLAUSE 28 TERMINATION (SEE ALSO CL 41 AND 42)CLAUSE 29 REPOSSESSIONSCLAUSE 30 DISPUTE RESOLUTIONCLAUSE 31 NOTICES (SEE ALSO CL 47)CLAUSE 32 PURCHASE PRICE AND DEPOSITCLAUSE 33 DELIVERYCLAUSE 34 DOWNPAYMENT AND CHARTER HIRECLAUSE 35 OFF-HIRE, SET OFF AND PAYMENTSCLAUSE 36 TOTAL LOSSCLAUSE 37 ATTENDANCE AT DRY-DOCKCLAUSE 38 MANAGEMENTCLAUSE 39 MORTGAGES AND OWNERS ASSIGNMENT


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CLAUSE 40 BOYCOTTCLAUSE 41 CHARTERERS DEFAULTCLAUSE 42 OWNERS RIGHTS FOLLOWING TERMINATION DUE TO DEFAUL

(SEE ALSO CL 29)CLAUSE 43 INSURANCES

CLAUSE 44 REPRESENTATIONS AND WARRANTIESCLAUSE 45 UNDERTAKINGSCLAUSE 46 INDEMNITIESCLAUSE 47 COMMUNICATIONS.CLAUSE 48 HIRE/PURCHASE AGREEMENT


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CLAUSE 1. DEFINITIONSIn this Charter, the following terms shall have the meaning hereby assigned tothem:

The Owners shall mean the party

identified___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

The Charterersshall mean the party indentified PDV Marina S.A., CentroRefinador Paraguan, Edificio Cardn, Ala 2, Oficina 23, Municipio Carirubana,Comunidad Cardn, Estado Falcon, Repblica Bolivariana de Venezuela.

The Vesselshall mean the vessel name __________________,__________Flag and with particulars as stated:Type of vessel_____________________,IMO:______________GT/NT:____________Built:____________________________________________,Total DWT: _______________________________________,Classification Society:

__________________________________________________________________________________________________________,Furtherparticulars:________________________________________________________

_____________________________________________________.

Financial Instrument means the mortgage, deed of covenant or other suchfinancial security instrument as annexed to this Charter and state as following:Mortgage, if any (state in clause 12 (b) applies of the Bareboard 2001 Form)in respect of first priority mortgagee in favour of ___________

In writing orwritten means a letter handed over from Owners to Charterersor vice versa, a registered letter, e-mail, or telefax.

Banking day(s) shall mean for the purpose of this Charter a day(s) on whichbanks are open for business in all of the following countries; Venezuela, Greece,Switzerland and USA.


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CLAUSE 2. CHARTER PERIOD:In consideration of the hire detailed in Clause 34, the Owners have agreed to letand the Charterers have agreed to hire the Vessel for the period of sixty (60)months(The Charter Period) on Bareboat-Hire-Purchase basis.

CLAUSE 3. PRE-DELIVERY INSPECTION AND DELIVERY (see also Clause33):See clause 33.(a) The Charterers shall have the right to inspect the Vessels classificationrecords within seven (7) running days after signing this Agreement, TheCharterers have also physically inspect the Vessel; and being in acceptablecondition, therefore this Charter is outright and definite, subject only to the termsand conditions of this agreement, and PDV Marina S.A. tender documents.(b) (i) The Owners shall before and at the time of delivery exercise due diligenceto make the vessel seaworthy, and in every respect ready in hull, machinery andequipment for service under this Charter.The vessel shall be delivered by the Owners and taken over by the Charterers asshe was at the time of inspection (see paragraph i) above).

(ii) The vessel shall be properly documented on delivery in accordance with thelaws of the vessels flag State and the requirements of the vesselsclassification society. The vessel upon delivery shall have her survey cycles upto date and trading and class certificates valid for at least six (6) months.(iii) The delivery of the vessel by the Owners and the taking over of the vesselby the Charterers shall constitute a full performance by the Owners of all theOwners obligations, representations or warranties expressed or implied withrespect to the vessel.

(c) Following execution of this Charter and once the deposit has been received bythe deposit holder (see Clause 32.2), the Charterers have the right to place uptofour (4) representatives onboard the vessel at their sole risk and expense, uponarrival at the last port of call before the positioning voyage enroute delivery place.The aforementioned representatives are onboard for the purpose of familiarizationand in the capacity of observers only and they shall not interfere in any respectwith the operation of the vessel. The Charterersrepresentatives shall sign theOwners Letter of Indemnity prior to embarkation.

CLAUSE 4. TIME FOR DELIVERY (SEE ALSO ADDITIONAL CLAUSE 33):The Vessel shall not be delivered before the date ( to be agreed) without theCharterersconsent and the Owners shall exercise due diligence to deliver theVessel not later than the date not later than____________calendar days formthe execution date of this charter (the award date of PDVSA Naval tenderProcess No. B-080-13-_____), subject only to the provisions in Clause 33.7(Charterers option to delay delivery for up to 30 days). Unless otherwiseagreed, the Owners shall give the Charterers not less than thirty (30) runningdays and not less than fourteen (14) running days definite notice of the date onwhich the Vessel is expected to be ready for delivery in one safe place World Wideexcept USA, actual place in Owners option.


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The Owners shall keep the Charterers closely advised of possible changes in theVessels position in route delivery port. Once vessel has arrived at delivery port,the Charterers have the option to delay delivery of the vessel under this Charterfor a period of up to 30 running days on terms as set out in Clause 33.7.

CLAUSE 5. CANCELLING DATE - NO APLICABLE AT ALL.

CLAUSE 6. TRADING RESTRICTIONS

The Vessel shall be employed in lawful trades for the carriage of suitable lawfulmerchandise within the trading limits as indicated Worldwide, always withininternational Navigation Limits as defined by Institute of London Underwriters.

The Charterers undertake not to employ the Vessel or suffer the Vessel to beemployed otherwise than in conformity with the terms of the contracts of insurance(including any warranties expressed or implied therein) without first obtaining theconsent of the insurers to such employment and complying with such requirementsas to extra premium or otherwise as the insurers may prescribe.

The Charterers also undertake not to employ the Vessel or suffer her employmentin any trade or business which is forbidden by the United Nations or the law of anycountry to which the Vessel may sail or is otherwise illicit or in carrying illicit orprohibited goods or in any manner whatsoever which may render her liable tocondemnation, destruction, seizure or confiscation.Notwithstanding any other provisions contained in this Charter it is agreed thatnuclear fuels or radioactive products or waste are specifically excluded from thecargo permitted to be loaded or carried under this Charter.

CLAUSE 7. SURVEYS ON DELIVERY (SURVEY ON REDELIVERY N/A).The Owners and Charterers shall each appoint surveyors for the purpose ofdetermining and agreeing in writing the condition of the Vessel at the time ofdelivery. Charterers shall have the option to also conduct underwater survey ofthe vessel by appointing a Class approved diver. Each party shall bear the costsof its appointed surveyor(s). However upon delivery should anycondition/recommendation arise which Class approves can wait until her nextClass-scheduled dry docking and the Charterers shall accept delivery of thevessel without repairs. In that case the Owners shall pay the Charterers cashcompensation in lieu of the repairs an amount equal to the cost of such repairswhich shall be equal to the average price quotation for the actual repairs excludingthe cost of dry docking, submitted (one each to the Owners/Sellers andCharterers/Buyers, by two reputable shipyards within __________.

CLAUSE 8. INSPECTION

The Owners shall have the right at any time after giving reasonable notice to theCharterers to inspect or survey the Vessel or instruct a duly authorized surveyor tocarry out such survey on their behalf.


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(a)To ascertain the condition of the Vessel and satisfy themselves that the Vesselis being properly repaired and maintained. The costs and fees for such inspectionor survey shall be paid by the Owners unless the Vessel is found to require repairsor maintenance in order to achieve the condition so provided.

(b) In dry-dock if the Charterers have not dry-docked her in accordance withclause 10 (f). The costs and fees for such inspection and survey shall be paid bythe Owners unless the Charterers are at the time of such inspection or survey indefault of any of their obligations under this Charter switch is continuing or suchinspection or survey reveals that the Vessel is not in the condition required underClause 10, in which case such costs shall be paid by the Charterers.(c) For any other commercial reason they consider necessary (provided it does notunduly interfere with the commercial operation of the vessel). The cost and fees forsuch inspection and survey shall be paid by the Owners unless the Charterers areat the time of such inspection or survey in default of any of their obligations underthis Charter switch is continuing or such inspection or survey reveals that thevessel is not in the condition required under Clause 10, in which case such costsshall be paid by the Charterers.

All time used in respect of inspection, survey or repairs shall be for the Charterersaccount and form part of the Charter Period.The Charterers shall also permit the Ownersto inspect the Vessels log book andall technical and maintenance records whenever requested and shall wheneverrequired by the Owners furnish them with full information regarding any casualtiesor other accidents or damage to the Vessel.

CLAUSE 9. INVENTORIES, OIL AND STORESA complete inventory of the Vessels entire equipment, outfit including spare parts,appliances and of all consumable stores on board the Vessel shall be made by theCharterers in conjunction with the Owners on delivery under this Charter. TheCharterers shall at the time of delivery take over and pay for all bunkers,lubricating oil, unbroached provision, paint, ropes and other consumable stores(and spare parts if any) on board in the said Vessel at the current market prices atthe port of delivery, except spare parts which are to be paid by the Owners, atactual and documented purchase cost.

CLAUSE 10 MAINTENANCE AND OPERATION(a) (i) Maintenance and Repairs: - During the Charter Period the Vessel shallbe in the full possession and at the absolute disposal for all purposes of theCharterers and under their complete control in every respect. The Charterersshall maintain the Vessel, her machinery, boilers, appurtenances and spare partsin a good state of repair, in efficient operating condition and in accordance withgood commercial maintenance practice and at their own expense they shall at alltimes keep the Vessels Class fully up to date with the Classification Societyindicated_______________and maintain all other necessary certificates in force atall times.

(ii) New Class and Other Safety Requirements In the event of anyimprovement, structural changes or new equipment becoming necessary for


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the continued operation of the Vessel by reason of new class requirementsor by compulsory legislation then the cost of complying with be for theaccount of the Charterers.(iii)Financial Security The Charterers shall maintain financial security oresponsibility in respect of third party liabilities as required by any

government, including federal, state or municipal or other division orauthority thereof, to enable the Vessel, without penalty or charge, lawfully toenter, remain at, or leave any port, place, territorial or contiguous waters ofany country, state or municipality in performance of this Charter without anydelay. This obligation shall apply whether or no such requirements havebeen lawfully imposed by such government or division or authority thereof.

The Charterers shall make and maintain all arrangements by bond or otherwise asmay be necessary to satisfy such requirements at the Charterers sole expensesand the Charterers shall indemnify the Owners against all consequenceswhatsoever (including loss of time) for any failure or inability to do so.(b) Operation of the Vessel The Charterers shall at their own expense and bytheir own procurement man, victual, navigate, operate, supply, fuel and, wheneverrequired, repair the Vessel during the Charter Period and they shall pay all chargesand expenses of every kind and nature whatsoever incidental to their use andoperation of the Vessel under this Charter, including Classification, annual flagState fees and any foreign general municipally and/or state taxes. The Master,officers and crew of the Vessel shall be servants of the Charterers for all purposeswhatsoever, even if for any reason appointed by the Owners.The Charterers shall comply with the regulations regarding officers and crew inforce in the country of the Vessels flag or any other applicable law. The Charterers shall keep the Owners and the mortgagee(s) advised of theintended employment, planned dry-docking and major repairs of the Vessel, asreasonably required.(c) Flag, Class and Name of the Vessel During the Charter Period, theCharterers shall have the liberty to paint the Vessel in their own colors, install anddisplay their funnel insignia and fly their own house flag. The Charterers shall alsohave the liberty, with the Ownersconsent, which shall not be unreasonablywithheld, to change the name of the Vessel during the Charter Period. Vessel maynot change flag during this Charter unless with the prior written approval fromVessels mortgagee(s). The Charterers have the option to re -class the vessel attheir time and expense to Bureau Veritas, Lloyds or Germany. Lloyd's, subject tothe prior written approval of the Owners which shall not be unreasonably withheld.Painting and re-painting installment and re-installment, registration and re-registration, if required by the Owners, shall be at theChatterers expenses andtime.(d) Changes to the Vessel Subject to Clause 10(a)(ii) the Charterers shallmake no structural changes in the Vessel or changes in the machinery boilers,appurtenances or spare parts thereof without in each instance first securing theOwners approval thereof. If the Owners so agree, the Charterers shall, if theOwners so require, restore the Vessel to its former condition before thetermination of this Charter.


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(e) Use of the Vessels Outfit, Equipment and Appliances The Charterersshall have the use of all outfit, equipment, and appliances on board the Vessel atthe time of delivery, provided the same or their substantial equivalent shall bereturned to the Owners on redelivery in the same good order and condition aswhen received, ordinary wear and tear excepted. The Charterers shall from time

to time during the Charter Period replace such items of equipment as shall be sodamage or worn as to be unfit for use. The Charterers are to procure that allrepairs to or replacement of any damaged, worn or lost parts or equipment beeffected in such manner (both as regards workmanship and quality of materials) asnot to diminish the value of the Vessel. The Charterers have the right to fitadditional equipment at their expense and risk but the Charterers shall removesuch equipment at the end of the period if requested by the Owners. Anyequipment including radio equipment on hire on the Vessel at time of delivery shalle kept and maintained by the Charterers and the Charterers shall assume theobligations and liabilities of the Owners under any lease contracts in connectiontherewith and shall reimburse the Owners for all expenses incurred in connectiontherewith, also for any new equipment required in order to comply with radioregulations.(f) Periodical Dry-Docking The Charterers shall dry-dock the Vessel and cleanand paint her underwater parts whenever the same may be necessary, but not lessthan once during the period stated as per Class requirement or, if there is notstated and let blank, every sixty (60) calendar months after delivery or such otherperiod as may be required by the Classification Society or flag State.

CLAUSE 11 HIRE (SEE ALSO CL 32 AND 34)(a) The Charterers shall pay hire due to the Owners punctually in accordance withthe terms of this Charter in respect of which time shall be of the essence.(b) Hire shall be paid continuously throughout the Charter Period.(c) Payment of hire shall be made in cash without discount in the currency and inthe manner indicated in USD (United States Dollars) by telegraphic transfer and atthe place indicated (see Clause 34.5).(d) Final payment of hire, if for a period of less than thirty (30) running days, shallbe calculated proportionally according to the number of days and hours remainingbefore redelivery and advance payment to be effected accordingly. Following finalpayment of hire, see also Clause 48..(e) Any delay in payment of hire shall entitle the Owners to interest at the rate perannum as agreed in 8% (eight percent per annun) counting from the (indicatenumber of days) following the date on which the hire should have been paid,always without prejudice to Owners rights under this Charter.(f) Payment of interest due under sub-clause 11(e) shall be made within seven (7)running days of the date of the Ownersinvoice specifying the amount payable atthe time of the next hire payment date.

CLAUSE 12 MORTGAGE (SEE ALSO CL 39)


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The Vessel chartered under this Charter is financed by a mortgage according tothe Financial Instrument(s). The Charterers undertake to comply, and providesuch information and documents to enable the Owners to comply, with all suchinstructions or directions in regard to the employment, insurances, operation,repairs and maintenance of the Vessel as laid down in the Financial instrument or

as may be directed from time to time during the currency of the Charter by themortgagee(s) in conformity with the Financial instruments. The Charterers confirmthat, for this purpose, they have acquainted or will acquaint themselves with allrelevant terms, conditions and provisions of the Financial instruments and agree toacknowledge this in writing in any form that be required by the mortgagee(s). TheOwners warrant that they have not effected any mortgage(s) other than with

_______(first mortgage) and they have not effected any other mortgage(s) withoutthe prior consent of the Charterers, which shall not be unreasonably withheld.

CLAUSE 13 INSURANCE AND REPAIRS (SEE ALSO CL 36 and 43)(a) During the Charter Period the Vessel shall be kept insured by the Charterers attheir expense against hull and machinery, war and Protection and Indemnity risks(and any risks against which it is compulsory to insure for the operation of theVessel, including maintaining financial security in accordance with sub-clase10(a)(iii) in such form as the Owners shall in writing approve. Such insurancesshall be arranged by the Charterers to protect the interest of both the Owners andthe Charterers and the mortgagee(s) (if any), and the Charterers shall be atliberty to protect under such insurances the interests of any managers they mayappoint. Insurance policies shall cover the Owners and the Charterers accordingto their respective interests. Subject to the provisions of the Financial Instruments,if any, and the approval of the Owners and the insurers, the Charterers shalleffect all insured repairs and shall undertake settlement and reimbursement fromthe insurers of all costs in connection with such repairs as well as insured charges,expenses and liabilities to the extent of coverage under the insurances hereinprovide for.The Charterers also to remain responsible for and to effect repairs and settlementof costs and expenses incurred thereby in respect of all other repairs not coveredby the insurances and/or not exceeding any possible franchises or deductiblesprovided for in the insurances.

All time used for repairs under the provisions of sub-clause 13(a), including anydeviation, shall be for the Charterersaccount.If the conditions of the above insurances permit additional insurance to be placedby the Charters account, such cover shall be no limited to the amount for theCharterers, no applicable to Owners account The Owners or the Charterers asthe case may be shall immediately furnish the other party with particulars of anyadditional insurance effected, including copies of any cover notes or policies andthe written consent of the insurers of any such required insurance in any casewhere the consent of such insurers is necessary.(b)The Charterers shall upon the request of the Owners, provide information andpromptly execute such documents as may be required to enable the Owners tocomply with the insurance provisions of the Financial instrument.


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(c) Subject to the provisions of the Financial Instrument, if any, should the Vesselbecome an actual, constructive, compromised or agreed total loss under theinsurances required under sub-clause 13(a), all insurance payments for such lossshall be paid to the Owners who shall distribute the moneys between the Ownersand the Charterers according to their respective interest. The Charterers

undertake to notify the Owners and the mortgagee(s), if any, of any occurrences inconsequence of which the Vessel is likely to become a total loss as defined in thisClause.(d)The Owners shall upon the request of the Charterers, promptly execute suchdocuments as may be required to enable the Charterers to abandon the Vessel toinsurers and claim a constructive total loss.For the purpose of insurance coverage against hull and machinery and war risksunder the provisions of sub-clause 13(a), the value of the Vessel is the sumindicates (see Cl 43).

CLAUSE 14 INSURANCE, REPAIRS AND CLASSIFICATION: Does not apply(N/A).

CLAUSE 15 REDELIVERY: Does not apply (N/A)

CLAUSE 16 NON-LIEN:The Charterers will not suffer, nor permit to be continued, any lien orencumbrance incurred by them or their agents, which might have priority over thetitle and interest of the Owners in the Vessel. The Charterers further agree tofasten to the Vessel in a conspicuous place and to keep so fastened during theCharter Period a notice reading as follows:

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

charter to (name of the Charterers) and by the terms of theCharter Party neither the Charterers nor the Master have nay

right, power or authority to create, incur or permit to be

imposed on the Vessel any lien whatsoever.

CLAUSE 17 INDEMNITY(a) The Charterers shall indemnity the Owners against any loss, damage orexpense incurred by the Owners arising out of or in relation to the operation of theVessel by the Charterers, and against any lien of whatsoever nature arising out ofan event occurring during the Charter Period. If the Vessel be arrested orotherwise detained by reason of claims or liens arising out of her operation

hereunder by the Charterers, the Charterers shall at their own expense take allreasonable steps to secure that within a reasonable time the Vessel is released,including the provision of bail.Without prejudice to the generally of the foregoing, the Charterers agree toindemnity the Owners against all consequences or liabilities arising from theMaster, officers or agents signing Bills of Lading or other documents. (b) if the Vessel be arrested or otherwise detained by reason of a claim or claimsagainst the Owners, the Owners shall at their own expense take all reasonable


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steps to secure that within a reasonable time the Vessel is release, including theprovision of bail.In such circumstances the Owners shall indemnity the Charterers against anyloss, damage or expense incurred by the Charterers (including hire paid under thischarter) as a direct consequence of such arrest or detention.

CLAUSE 18 LIENSThe Owners to have a lien upon al cargoes, sub-hires and sub-freights belongingor due to the Charterers or any sub-charterers and any Bill of Lading freight for allclaims under this Charter.

CLAUSE 19 SALVAGEAll savage and towage performed by the Vessel shall be for the Charterers benefitand the cost of repairing damage occasioned thereby shall be borne by theCharterers.

CLAUSE 20 WRECK REMOVALSIn the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sums whatsoever which theOwners shall become liable to pay and shall pay in consequence of the Vesselbecoming a wreck or obstruction to navigation.

CLAUSE 21 GENERAL AVERAGEThe Owners shall not contribute to General Average.

CLAUSE 22 ASSIGNMENT, SUB-CHARTER AND SALE (SEE ALSOADDITIONAL CL 39)(a) The Charterers shall not assign thisCharter nor sub-charter the Vessel on abareboat basis except with the prior consent in writing of the Owners, which shallnot be unreasonably withheld, and subject to such terms and conditions as theOwners shall approve.(b) The Owners shall not sell the Vessel during the currency of this Charter exceptwith the prior written consent of the Charterers, which shall not be unreasonablywithheld, and subject to the buyer accepting an assignment of this Charter.

CLAUSE 23 CONTRACTS OF CARRIAGEThe Charterers are to procure that all documents issued during the Charter Periodevidencing the terms and conditions agreed in respect of carriage of goods shallcontain a paramount clause incorporating any legislation relating to carriers liabilityof cargo compulsorily applicable in the trade; if no such legislation exists, thedocuments shall incorporate the Hague-Visby Rules. The documents shall alsocontain the New Jason Clause and the Both-to Blame Collision Clause.

CLAUSE 24 BANK GUARANTEEDoes not applicable. Instead, see Clause 33.3(j)

CLAUSE 25 REQUISITION/ACQUISITION


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(a) In the event of the Requisition for Hire of the Vessel by any governmental orother competent authority (hereinafter referred to as Requisition for Hire)irrespective of the date during the Charter Period when requisition for Hire mayoccur and irrespective of the length thereof and whether or not it be for anindefinite or a limited period of time, and irrespective of whether it may or will

remain in force for the reminder of the Charter Period. This Charter shall not bedeemed thereby or thereupon to be frustrated or otherwise terminated and theCharterers shall continue to pay the stipulated hire in the manner provided by thisCharter until the time when the Charter would have terminated pursuant to any ofthe provisions hereof always provided however that in the event of Requisition forHire any Requisition Hire or compensation received or receivable by the Ownersshall, provided that the Charterers perform the obligation to pay hire in full, bepayable to the Charterers during the remainder of the Charter Period or the periodof the Requisition for Hire whichever be the shorter.(b) In the event of the Owners being deprived of their ownership in the Vessel byany Compulsory Acquisition of the Vessel or requisition for title by anygovernmental or other competent authority (hereinafter referred to as Compulsory

Acquisition), then, irrespective of the date during the Charter Period whenCompulsory Acquisition may occur, this Charter shall be deemed terminated as ofthe date of such Compulsory Acquisition, In such event Charter Hire to beconsidered as earned and to be paid up to the date and time of such Compulsory

Acquisition.

CLAUSE 26 WAR(a) For the purpose of this Clause, the words War Risks shall include any war(whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion,civil commotion, warlike operations, the laying of mines (whether actual orreported), acts of piracy, acts of terrorist, acts of hostility or malicious damage,blockades (whether imposed against all vessels or imposed selectively againstvessels of certain flags or ownership, or against certain cargoes or crews orotherwise howsoever), by any person, body, terrorist or political group, or theGovernment of any state whatsoever, which may be dangerous or are likely to beor to become dangerous to the Vessel, her cargo, crew or other persons on boardthe Vessel.(b)The Vessel, unless the written consent of the Owners be first obtained shall notcontinue to or go through any port, place, area or zone (whether of land or sea), orany waterway or canal, where it reasonable appears that the Vessel, her cargo,crew or other persons on board the Vessel, in the reasonable judgment of theOwners, may be, or area likely to be, exposed to War Risks. Should the Vessel bewithin any such place as aforesaid, which only becomes dangerous, or is likely tobe or to become dangerous, after her entry into it, the Owners shall have the rightto require the Vessel to leave such area.(c) The Vessel shall not load contraband cargo, or to pass through any blockade,whether such blockade be imposed on all vessels, or is imposed selectively in anyway whatsoever against vessels of certain flags or ownership, or against certaincargoes or crews or otherwise however, or to proceed to an area where she shall


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be subject, or is likely to e subject to a belligerents right of search and/orconfiscation.(d) The Charterers shall have the liberty:

(i) to comply with all orders, directions, recommendations or advice as todeparture, arrival, routes, sailing in convoy, ports of call, stoppages,

destinations, discharge of cargo, delivery, or in any other way whatsoever,which are given by the Government of the Nation under whose flag theVessel sails, or any other Government, body or group whatsoever actingwith power to compel compliance with their orders or directions; (ii) to comply with the orders, directions, recommendations of any war riskunderwriters who have the authority to give the same under the terms of thewar risks insurance;(iii) to comply with the terms of any resolution of the Security Council of theUnited Nations, any directives of the European Community, the effectiveorders of any other Supranational body which has the right to issue and givethe same, and with national laws aimed at enforcing the same to which theOwners are subject, and to obey the orders and directions of those who arecharged with their enforcement.

CLAUSE 27 COMMISSIONS (NOT APPLICABLE)

CLAUSE 28 TERMINATION (SEE ALSO ADDITIONAL CL 41 AND 42)(a) CharterersDefaultThe Owners shall be entitled to withdraw the Vessel from the service of theCharterers and terminate the Charter with immediate effect by written notice to theCharterers if:

(i) The Charterers fail to pay hire in accordance with Clause 11, 32 and 34.However, where there is a failure to make punctual payment of hire due tooversight, negligence, errors or omissions on the part of the Charterers ortheir bankers, the Owners shall give the Charterers written notice of thenumber of clear banking days stated in three (3) banking days (asrecognized at the agreed place of payment) in which to rectify the failure,and when so rectified within to rectify the failure, and when so rectified withinsuch number of days following the Owners notice, the payment shall standas regular and punctual. Failure by the Charterers to pay hire within thenumber of days stated in three (3) banking days of their receiving theOwners notice as provided herein, shall entitle the Owners to withdraw theVessel from the service of the Charterers ad terminate the Charter withoutfurther notice:(ii) Th eCharterers fail to comply with the requirements of:

(1) Clause 6 (Trading Restriction).(2) Clause 13(a) (Insurance and Repairs)

Provided that the Owners shall have the option, by written notice to theCharterers, to give the Charterers a specified number of days grace within whichto rectify the failure without prejudice to the Owners right to withdraw andterminate under this Clause if the Charterers fail to comply with such notice;


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(iii) The Charterers fail to rectify any failure to comply with the requirementsof sub-clause 10(a)(i) (Maintenance and Repairs) as soon as practicallypossible after the Owners have requested them in writing so to do and inany event so that the Vessels insurance cover is not prejudiced.

(b) Owners Default

If the Owners shall by any act or omission be in breach of their obligations underthis Charter to the extent that the Charterers are deprived of the use of the Vesseland such breach continues for a period of fourteen (14) running days after writtennotice thereof has been given by the Charterers to the Owners, the Charterersshall be entitled to terminate this Charter with immediate effect by written notice tothe Owners.(c) Loss of Vessel (see Clause 36)(d) Either party shall be entitled to terminate this Charter with immediate effect bywritten notice to the other party in the event of an order being made or resolutionpassed for the winding up, dissolution, liquidation or bankruptcy of the other party(otherwise than for the purpose of reconstruction or amalgamation) or if a receiveris appointed, or if it suspends payment, ceases to carry on business or makes anyspecial arrangement or composition with its creditor.(e) The termination of this Charter shall be without prejudice to all rights accrueddue between the parties prior to the date of termination and to any claim that eitherparty might have.

CLAUSE 29 RESPOSSESSIONIn the event of the termination of this Charter in accordance with the applicableprovisions of Clause 28, the Owners shall have the right to repossess the Vesselfrom the Charterers at her current or next port of call, or at a port or placeconvenient to them without hindrance or interference by the Charterers, courts orlocal authorities. Pending physical repossession of the Vessel in accordance withthis Clause 29, the Charterers shall hold the Vessel as gratuitous bailer only to theOwners. The Owners shall arrange for an authorized representative to board theVessel as soon as reasonable practicable following the termination of the Charter.The Vessel shall be deemed to be repossessed by the Owners from theCharterers upon the boarding of the Vessel by the Owners representative. Allarrangements and expenses relating to the settling of wages, disembarkation andrepatriation of the CharterersMaster, officers and crew shall be the soleresponsibility of the Charterers. With the exception of the provisions of Clause28(b), following repossession of the Vessel under this Clause 29, all charter hireincluding down-payment (Clause 34) paid by Charterers to Owners at the time ofrepossession shall be deemed forfeited by Charterers. Owners shall also havethe right to claim from Charterers any Charter Hire due and payable, but unpaid,under this Charter to (and including) the Termination date, any expenses asdeemed necessary by an independent surveyor(1) to put the Vessel back in thesame condition as she was at the time of delivery (fair wear and tear excepted),free of cargo and free of stowaways, with her inventories, oil and stores as per theinventory list in Clause 9, with her Class maintained withoutcondition/recommendations(2), free of average damage affecting the Vessels class,and with her classification certificates the Vessel had at the time of delivery, valid


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and unextended without condition/recommendation(2) by the Classification Societyor the relevant authorities at the time of delivery.

Any and all rights the Charterers may have under their insurance for the Vessel inrespect of damage to the Vessel, whether or not known other than any rights to be

reimbursed by insurer(s) for cost previously incurred by the Charterers, shall beassigned by the Charterers to the Owners immediately following Ownersrepossession under this Clause 29.

If any damage affecting present Class be found in underwater parts of the Vesselbut the Classification Society approves postponement of repair of such damage upto next class periodical dry-dock, then the Charterers shall make monetarysettlement based on the average of tow quotations issued by reputable shipyardsone to be appointed by the Charterers and one by the Owners. It is understood bythe Charterers and the Owners that the amount of monetary settlement is confinedto the direct repairs cost only and does not include any indirect costs such as dry-docking fee, costs, general expenses, access, services, deviation and off hire.

(1)For the purpose of this Clause 29 an independent surveyor shall mean a classsurveyor of the Vessels classification society, appointed and paid for byOwners.The decision of the surveyor shall be final and binding on the parties hereto .(2)Notes and memoranda, if any, in the surveyors report which are accepted by theClassification Society without condition/recommendation are not to be taken intoaccount.

CLAUSE 30 DISPUTE RESOLUTIONS(a) This contract shall be governed by and construed in accordance with Englishlaw and any dispute arising out of or in connection with this Contract shall bereferred to arbitration in London in accordance with the Arbitration Act 1996 or anystatutory modification or re-enactment thereof save to the extent necessary to giveeffect to the provisions of this Clause. The arbitration shall be conducted inaccordance with the London Maritime Arbitrators Association (LMAA) Termscurrent at the time when the arbitration proceedings are commenced.The reference shall be to three arbitrators. A party wishing to refer a dispute toarbitration shall appoint its arbitrator and send notice of such appointment in writingto the other party requiring the other party to appoint its own arbitrator within 14calendar days of that notice and stating that it will appoint its arbitrator as solearbitrator unless the other party appoints its own arbitrator and give notice that ithas done so within the 14 days specified, the party referring a dispute to arbitrationmay, without the requirement of any further prior notice to the other party, appointits arbitrator as sole arbitrator and shall advise the other party, appoint its arbitratoras sole arbitrator and shall advise the other party accordingly. The award of a solearbitrator shall be binding on both parties as if he had been appointed byagreement.Nothing herein shall prevent the parties agreeing in writing to vary these provisionsto provide for the appointment of a sole arbitrator.


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In cases where neither the claim nor any counterclaim exceeds the sum ofUS$50,000 (or such other sum as the parties agree) the arbitration shall beconducted in accordance with the LMAA Small Claims Procedure current at thetime when the arbitration proceedings are commenced.

CLAUSE 31 NOTICES (SEE ALSO CL 47)(a)Any notice to be given by either party to the other party shall be in writing (seedefinition in Clause 1).(b) The address of the Parties for service of such communication shall be as statedin Clause 1 of this Charter.

ADDITIONAL CLAUSESCLAUSE 32 PURCHASE PRICE AND DEPOSIT (see also Clause 48)32.1 The purchase Price shall be paid by Charterers/Buyers to Owners/Sellers,and shall be comprised of a:(a) Down Payment prior to Delivery Date under this Charter (see Clause 34.1),and(b) a sixty months Bareboat-Hire-Purchase (see Clause 34.2).(c) a Final Purchase Payment (see Clause 34.2)

A summary of financial terms is attached as Appendix 2 hereto.

.32.2 As security for correct fulfillment of this Charter the Charterers/Buyers shalllodge a deposit ofUS$ _____________ (United States Dollars _________) in aninterest bearing account with a mutually acceptable deposit holder (Bank or other)latest within ten (10) banking days of both parties signing this Charter in facsimileform or via email or original hardcopy as the case may be.

CLAUSE 33 DELIVERY (see also Clause 3)33.1 The Charterers shall not be entitled to make any claim and hereby waive alltheir rights in and in respect of any condition, term, representation of any type orwarranty express or implied (and whether statutory or otherwise) on the part of theOwners, their servants or agents and all their claims against the Ownershowsoever and wheresoever the same may arise at any time in respect of theVessel or the Ownerstitle thereto or rights therein or arising out of the operation orperformance of the Vessel and the chartering thereof under this Charter (includingin respect of seaworthiness, design, condition, fitness or use or otherwise of theVessel) and any and all such conditions, warranties and representations areexpressly excluded.33.2 On the Delivery Date the Owners and the Charterers shall sign a protocol ofdelivery and acceptance evidencing that delivery has taken place hereunder.

Acceptance by the Charterers of the Vessel shall be conclusive proof as betweenthe Owners and the Charterers that the Vessel (including her equipment andmachinery) is in good condition and state, is in good working order, is seaworthy, fitfor use and operation, and free from any inherent vice or defect in design ormaterial whether or not discoverable by the Charterers as of the date ofacceptance.


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33.3 Prior to delivery of the Vessel under this Charter, the Charterers shall obtainand present to the Owners the following documents in a form and substancesatisfactory to the Owners:-

(a) original Good Standing Certificate of the Charterers;

(b) copies of the corporate resolutions of the Charterers approving thisCharter;

(c) original Power of Attorney to the Charterers representative(s) at closing;

(d) copies of all insurance policies for the Vessel, showing that the name ofthe Owners (and any mortgagee(s) of the Vessel) have been duly noted;

(e) a certified copy of the technical management agreement relating to theVessel;

(f)a certified copy of the Document of Compliance of the Approved Manager(as defined in Clause 38.1;

(g) evidence confirming that the Charterers are registered under the Laws ofThe Republica Bolivariana de Venezuela;

(h) copy of the Safety Management Certificate;

(i) copy of the ISPS Code Certificate; and

(j) Legalized and notarized Corporate guarantee from Petrleos deVenezuela S.A. (PDVSA) for due fulfillment of Charterers obligationsunder this contract in the form acceptable to Owners.

(k) Any other document as reasonably requested by the Owners well inadvance of delivery.

33.4 It shall be a condition of the Charterers obligation to take delivery of theVessel that the Charterers shall have been provided with a Letter of QuietEnjoyment issued by (first mortgagee), in the forms attached as Appendix 1hereto (will be provided by Ownerprior to delivery).

33.5 The obligations of the Owners to Charter the Vessel to the Charterers underthis Charter are further subject to that each of the Representations and Warrantiesset out in Clause 44 hereof being true and correct in all respects on the DeliveryDate by reference to the facts and circumstances then existing.

33.6 The Charterers shall at the time of delivery take over and pay for all bunkersremaining onboard, lubricating oil, un-broached provisions, paints, ropes and otherconsumable storesand spare parts in the Vessel at the then current market prices


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at the port of delivery, except spare parts to be paid for at Owners actual anddocumented cost.

33.7 Charterers to have the option to keep the Vessels idle in the outer anchorageoff delivery port for a period of maximum 30 running days, against payment of USD

_____ net per day. Payment for the whole estimated 30 days waiting time (I.EUSD ____) to be made by the Charterers. Any waiting time at anchorage as aboveshall not count as reagards to the 100 days allowance as provided for in Clause 4.

(a) Payment for idle waiting time as above shall be paid; USD _____ in total by theCharterers to Vessels current managers (______) within three (3) banking daysafter signing this Charter. Banking details of the current managers to be advised.

(b) Any discrepancy due to the actual idle staying period will be adjusted/settledon actual delivery under this Charter together with the payment of the remainingBunkers/Lubes, etc on board (see Clause 33.6) at the time of delivery of theVessels.

CLAUSE 34 DOWNPAYMENT, CHARTER HIRE and FINAL PURCHASEPAYMENT34.1 Upon delivery of the Vessel under this Charter following due fulfillment ofobligations on resting on Owners and Charterers respectively and described inClause 3. and 33. herein, the Deposit (Clause 32.2) of USD ___________(UnitedStates Dollars __________) shall be released to Owners and now constitute theDown-Payment towards the Purchase price, as referred to in Clause 32.1(a).With reference to Clause 48, for the avoidance of doubt and not withstanding anyother provision of this Charter, once the deposit has been or should have beenreleased to Owners as per the provisions of this Clause 34.1, thedeposit/downpayment shall not be refundable to the Charteres.34.2 As balance payment of the Purchase Price, the Charterers shall throughoutthe Charter Period pay to the Ownersa charter hire (Charter Hire) at the rate ofUSD _______(United States Dollars __________) per day or pro rata thereof(referred to in Clause 32.1 b), and a final purchase payment of USD ___________(United States___________________) payable together with the last hirepayment.34.3. The Charter Hire shall be paid monthly in advance, the first payment to bemade on the Delivery Date in an amount equivalent to the total number of daysfrom the date and hour of the Vessels delivery to the Charterers until the end ofthe month in which delivery is made times the hire rate as stipulated in Clause34.2, and with subsequent instalments of Charter Hire for the remaining monthsbeing payable monthly in advance on the first day of that month. Following last hirepayment under this Charter and the purchase payment (See Clause 34.2), theVessel shall be considered fully paid for; see Clause 48 Hire/Purchase Agreement.

34.4 If any day for the making of any payment hereunder shall not be a BankingDay, the due date for payment of the same shall be the next following BankingDay.


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34.5 The Charter Hire and the Final Purchase Payment shall be payable in UnitedStates Dollars to the Owners at the following account (OwnersAccount) withreference Charter hire LPG/C GAZ FRATERNITY::

Bank

Swift code of Beneficiary

Beneficiary

Account Number

IBAN Number

Correspondent Bank (for USD)

Swift code of Correspondentand subject to any change in instructions or notice of assignment receivedpayment of the Charter Hire by the Charterers to the OwnersAccount shallconstitute payment by the Charterers to the Owners of the Charter Hire payableunder this Charter.

CLAUSE 35 OFF-HIRE, SET OFF AND PAYMENTS35.1 Notwithstanding any provision to the contrary in this Charter, the Vessel shallnot at any time be placed off-hire, and Charter Hire shall continue to be paid by theCharterers in full for the whole and uninterrupted period throughout the entireCharter Period OF 60 months, without any kind of set-off, deduction orcounterclaim.35.2Allpayments (including Charter Hire) due from the Charterers shall be madefree and clear of all taxes, assessments, charges, duties and imposts ofwhatsoever nature, all of which shall be for the Charterersaccount.35.3 it is understood that all payments will be made in United States Dollars but if,under any applicable law, any payment to be made by the Charterers hereunder ismade or is recovered in a currency other than the currency in which it is payablepursuant to this Charter then, to the extent that the payment (when converted intothe currency of obligation at the rate of exchange on the date of payment) failsshort of the amount unpaid under this Charter, the Charterers shall as a separateand independent obligation, fully indemnify the Owners against the amount of suchshortfall.

CLAUSE 36: TOTAL LOSS36.1 In the event that the Vessel becomes a Total Loss, or the insurers of theVessel accept the Vessel is a Total Loss, the Charterers shall be under noobligation to pay Charter Hire after the Total Loss Date and the Charterers shallhave the option to assume the rights to the insurance proceeds in respect of the


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Total Loss from the Owners/mortgagees at any time after the Total Loss Date, andthe Charterers shall be obliged to do so if no insurance proceeds are received bythe Owners/mortgagees within 90 days of the Total Loss Date, by paying to theOwners/mortgagees the then outstanding hire amount under this Charter at theTotal Loss date (for the purpose of this Clause 36 the Purchase Price, but plus (i)

interest at the rate of __% per annum on the Purchase Price to the date payment ismade to the Owners/mortgagees by the Charterers and plus (ii) any cost incurredby the Owners as a result of the Total loss including but not limited to legal fees,break funding costs payable by the Owners under any loan facility financing theVessel or any swap agreements entered into in connection therewith and any feesto the flag state.

(the sum of the amounts referred to above being the Total LossCompensation)

Upon payment to the Owners of the Total Loss Compensation the Charterersshall have the insurance proceeds paid directly to them. Reference to insuranceproceeds in this clause shall include compensation payable for requisition of title.

36.2In this Charter Total Loss shall mean:(a) an actual, constructive, compromised or agreed total loss of the Vessel;

(b) a requisition for title or other compulsory acquisition of the Vesselotherwise than by requisition for hire;

(c) a capture, seizure, arrest, detention or confiscation, expropriation,requisition or acquisition of the Vessel, whether for full consideration, aconsideration less than its value, a nominal consideration or without anyconsideration, of the Vessel by any government or by persons acting orpurporting to act on behalf of any government unless the Vessel is releasedand restored to the Charterers from such capture, seizure, arrest, detentionor confiscation, expropriation, requisition or acquisition within one monthafter the occurrence thereof.

(d) disappearance or hijacking of the Vessel by any entity, person(s) orgroup, unless the Vessel is released or restored to the respective ownerwithin one month after the occurrence thereof in respect of disappearanceand in respect of hijacking within the earlier of (i) the day the Vessel isconsidered a total loss under the insurances taken out in respect of theVessel and (ii) 6 months after the occurrence of the hijacking.

36.3In this Charter, a Total Loss shall be deemed to have occurred on (the TotalLoss Date):

(a) Inthe case of an actual loss of the Vessel, the date on which it occurredor, if that is unknown, the date when the Vessel was last heard of; or


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(b) In the case of constructive or compromised total loss of the Vessel, thelatest of the dates on which a notice of abandonment is given to the insurersand the date of any compromise, arrangement or agreement made with theVessels insurers in which the insurers agree to treat the Vessel as a totalloss.

36.4 In the event of a Total Loss, the insurance proceeds shall be distributed in thefollowing order and amounts:

(a) Firstly, in or towards satisfaction of maritime liens and any other claimstaking priority to the rights of the Owners/mortgagees;

(b) Secondly, in payment to the Owners/mortgagees of the Total LossCompensation; and

(c) Thirdly, any surplus shall be paid to the Charterers.

CLAUSE 37 ATTENDANCE AT DRY-DOCKThe Charterers shall give the Owners reasonable notice in advance of any dry-docking of the Vessel, and the Owners shall be entitled to have a representativeand a surveyor attending any such dry-docking at Owners expense and withoutinterference with the Vessels normal operation.

CLAUSE 38 MANAGEMENT38.1 The technical manager of the Vessel shall be with PDV MARINA S.A. oranother technical manager entrusted by the Charterers(the Approved Manager)such technical manager always to be approved in writing by the Owners inadvance, during the currency of this Charter. Said approval from Owners shall notbe unreasonable withheld.38.2 The Charterers shall procure that the Approved Managers always complieswith the terms of this Charter. If such Approved Managers do not manage theVessel in accordance with the provisions of this Charter the Owners may requirethat the Approved Managers are replaced.

CLAUSE 39 MORTGAGES AND OWNERS ASSIGNMENT39.1 The Owners warrant that they have no effected or will not affect anymortgage(s) other than the Financial Instrument stated as first mortgagee, theFinancial Instrument. The Chartererss fully acknowledge and agree that theyhave complied or will continue throughout the Charter Period to comply with theprovisions of Clause 12 and acknowledge and agree that such FinancialInstruments shall have priority to their rights.39.2 The Owners shall procure that (NAME OF FIRST MORTGAGE _will issue tothe Charterers the letter(s) of quiet enjoyment referred to in Clause 33.3.39.3 The Owners shall, at their own costs, have the right to assign to themortgagee(s) any and all of the rights, benefits and interest of the Owners in andto this Charter, including but not limited to assignment of hire payable, assignmentsof Insurances and assignment of this Charter. All terms and conditions o this


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charter shall continue to apply between the parties regardless of such assignmentand shall not interfere with the normal operation of the Vessel. If any additionalcosts and expenses occur in respect of such assignments in favour of themortgagee(s), this shall be borne by the Owners.39.4 All powers of the mortgagee(s) provided in this Charter shall be enforceable

by the mortgagee(s) against the Charterers so long as the financial instrumentsare in force and registered against the Vessel and any monies that are owingsecured thereby are owed to the mortgagee(s). The parties to this Charterrecognize that the mortgagee(s) have such rights during such period as a result ofthe Contract Rights of Third Parties Act, 1999 provided always with the referenceto Clause 33.4.

CLAUSE 40 BOYCOTTThe Charterersshall use their best Endeavours to trade the Vessel in such waythat she will be exposed to any boycott by major shipping and trading port and/orcountry.

CLAUSE 41 CHARTERERS DEFAULT41.1 If any of the following events should occur:(a) The Charterers are in default of (i) any material provisions of the Charterincluding but not limited to default in proper and timely payment of Charter Hireother than a default in payment of Charter Hire where the terms of Clauses 11(a)and 28(a) shall apply) or(ii) any other financing agreements or obligations;(b) The Vessel is arrested or detained (other than for reason solely attributable tothe Owners or by hijacking or disappearance where the provisions of Clause 36shall apply) and such arrest or detention is not lifted within one (1) month;(c) Any of the Representations and Warranties set out in Clause 44 shall prove tohave been untrue, inaccurate or misleading to any material extent when made;(d) Any proceedings, except those contested in good faith in the reasonableopinion of the Owners, are commenced in or any judgment or order is given by acompetent court or any effective resolution is passed for or with the view tobankruptcy, liquidation or reorganization of the Charterers for the appointment of areceiver, trustee or liquidator of the Charterers or all or any substantial part of theirassets or a receiver, administrator, trustee or officer is appointed to administer orrehabilitate or reconstruct the Charterers or anything analogous thereto happensin any jurisdiction applicable to the Charterers.(e) Any insurer shall avoid or cancel any such insurances or the Charterers shallcommit any breach of or make any misrepresentation in respect of any suchinsurances the result of which is to entitle the relevant insurer to avoid the policy orotherwise to be excused or released from all or any of its liability there under to theOwner (unless the relevant insurer has expressly and irrevocably waived thebreach or misrepresentation in question);(f) Any governmental or other consent, approval or authorization necessary for theCharterers or to fulfill the irrespective obligations under this Charter or otherwiseto give full effect to this Charter, is revoked or otherwise modified in a mannerunacceptable to the Owners; or


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(g) if it becomes impossible for the Charterers to fulfill any of their respectiveundertaking under this Charter;

The Owners may without prejudice to any of the Owners rights at any time afterthe occurrence of a default which has not been remedied within ten (10) Banking

Days following a written notice from the Owners, unless otherwise provided inClause 28 (a), withdraw the Vessel from the service of the Charterers and theOwners shall, without prejudice to any other claim the Owners may otherwisehave against the Charterers or otherwise, be entitled to damages and shall be fullyindemnified by the Charterers in respect of all costs and losses incurred as aresult of the Charterers default and the ensuing withdrawal of the Vessel and/orterminate the Charter with immediate effect (the Termination Date) by notice inwriting to the Charterers and the Owners shall, without prejudice to any otherclaim the Owners may otherwise have against the Charterers or otherwise, beentitled to damages in respect of all costs and losses incurred as a result of theCharterers default and the ensuing withdrawal of the Vessel and termination ofthe Charter. The Owners shall in such circumstances inter alia be entitled to claimcompensation in accordance with Clause 42.2.

CLAUSE 42 OWNERS RIGHTS FOLLOWING TERMINATION DUE TO DEFAUL(SEE ALSO CL 29).42.1 On or at any time after termination of the Charter pursuant to Clause 41, theOwners shall be entitled (but not bound) to retake possession of the Vessel, theCharterers hereby agreeing that the Owners, for that purpose, may put into forcean exercise all their rights and entitlements at law and may enter upon anypremises belonging to or in the occupation or under the control of the Chartererswhere the Vessel may be located and the Charterers shall assist the Ownerswhere necessary including (but not limited to) confirming to the crew that theyshould follow Owners orders.42.2 If pursuant to Clause 41 the Owners give notice to terminate this Charter, theCharterers shall pay to the Owners within 10 Banking Days after the Ownershave given the notice of termination or such later date as the Owners shall specifythe aggregate of:

(a) All Charter Hire due and payable, but unpaid, under this Charter to (andincluding) the Termination Date;(b)Any sums, other than Charter Hire, due and payable, but unpaid, underthis Charter up to and including the Termination Date; and(c) all costs, expenses, damages and losses incurred by the Owners as aconsequence of this Charter having terminated prior to the expiry of theagreed Charter Period (including, but not limited to expenses incurred inrecovering possession of, and in moving, laying-up, insuring andmaintaining, the Vessel an in carrying out any works or modificationsrequired to cause the Vessel to conform with the provisions of this Charter).

42.3 Any amount due to the Owners under Clause 42.2 shall be subject to defaultinterest at a rate of 6% above 3 months LIBOR (before and after any relevant

judgment or any winding-up of the Charterers) from the Termination Date or (as the


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case may be) from the date of any demand for payment to the date of the Ownersactual receipt thereof.42.4 On or at any time after termination of the Charter pursuant to Clause 41 theOwners shall be free to sell the Vessel free of any charter or any claim of theCharterers whatsoever or however.

CLAUSE 43 INSURANCES43.1 The Charterers shall at all times keep the Vessel fully insured against suchrisks, in such amounts, on such terms and with underwriters approved by Owners,including but not limited to Hull & Machinery (at least 80% of the market value),Hull Interest, Freight Interest, P&I and War Risk. The insured value (except for P&Ishall at least be the higher of:

(i)the market value of the Vessel, (the Market Value) and(ii) USD ________. If the Charterers and the Owners disagree on theMarket Value, same shall be assessed as the average of two valuationscarried out by two (2) independent shipbrokers one appointed by each party,the costs of such valuations to be borne separately by the Charterers andthe Owners.

43.2 If the Vessel shall be directed to an area where if may be exposed to hijackingrisk, Charterers also to take out suitable and adequate Kidnap & Seizure cover.43.3 The Charterers hereby undertake and agree to indemnify, protect, defend,assume liability for, save and keep harmless the Owners from and against any andall liabilities whatsoever kind and nature, imposed on, incurred or suffered by, orasserted against the Owners in any way relating to or arising of the insurances ofthe Vessel or to incidents covered by such insurances.43.4 The Charterers will punctually pay all insurance premiums and calls on theVessel, timely renew the insurances and procure that annual certificates aredelivered to the Owners not later than fourteen (14) business days prior to eachrequired renewal of the above-mentioned insurances, evidencing that the Vessel isinsured.43.5 The Charterers have the option to maintain Vessels current H+M Insuranceand P&I Club cover, against payment of the relevant premium (a) uponpresentation by the Owners of Original vouchers/invoices received byunderwriters, subject to current underwriters approval/acceptance of the newManagers.

CLAUSE 44 REPRESENTATIONS AND WARRANTIESThe Charterers hereby represent and confirm that:

(a) they have due corporate power and authority to enter into and performtheir obligations under this Charter;(b) all consents, approvals or public authorizations which may be required inconnection with the entering into and performance of their obligations underthis Charter have been obtained;(c) they are not aware of any fact or circumstances in existence which couldadversely affect their liability to perform their obligations under this Charter;


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(d) the entry into and performance of this Charter does not and will noduring the Charter Period violate in any material respect any agreement,contract or other undertakings to which they are a party of which is bindingon they or any of their assets; and(e) under the laws of their respective jurisdiction in force at the date hereof,

they will not be required to make any deduction or withholding from anypayment they may make to the Owners hereunder.

CLAUSE 45 UNDERTAKINGSThe Charterers undertakeand agree with the Owners that throughout the CharterPeriod they will:

(a) Within one hundred and fifty (150) days after the close of each financialyear, provide Owners with one (1) copy confirmed by their auditor (whoshall be an authorized public accountant) of the audited balance sheets asof the close of each financial year and audited statement(s) of profit and lossand annual reports;(b) provide the Owners with all press releases and official reporting madeby the Charterers (if any);(c) not, without the prior written consent of the Owners, demerge, merge,split, reorganize or otherwise change their business or operations, andprocure the same in respect of their subsidiaries, in a manner so that as aresult of which the financial condition of the Charterers and/or their ability tofulfill their obligations hereunder would be materially weakened;(d) manage its/their business in compliance with all relevant applicable laws,regulations and requirements;(e) as soon as practicable after the same are instituted, provide the Ownerswith details of any ligation, arbitration or administrative proceedings whichare likely to weaken materially the ability of payment of hire;(f) obtain and promptly renew form time to time, and whenever so required,promptly furnish certified copies to the Owners of, all such authorizations,approvals, consents and licenses as may be required under any applicablelaw or regulation to enable the Charterers to perform their obligations underthis Charter or required for the validity or enforceability of this Charter, andthe Charterers shall in all material respects comply with the terms of thesame;(g) Promptly notify the Owners in writing of any event of default (or event ofwhich they area aware which, with the giving of notice and/or lapse of timeor other applicable condition would constitute a default);(h) Notify the Owners of:

(i)Any accident to the Vessel involving repairs where the cost is likelyto exceed USD _________ (or the equivalent in any other currency);(ii) Any occurrence in consequence whereof the Vessel has becomeor is likely to become a Total Loss;(iii) Any arrest of the Vessel or the exercise or purported exercise ofany lien on the Vessel;

(i) As soon as possible and in no event later than forty five (45) days afterthe Charterers, the manager of the Vessel or any of their key employees


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become aware of the same, procure that any distress or other similarcharges against the Vessel shall be released; and(j) Obtain all necessary ISM Code and ISPS Code documentation inconnection with the Vessel and at all time be in full compliance with suchCodes.

CLAUSE 46 INDEMNITIES46.1 The Charterers shall on demand indemnify and keep indemnified theOwners and/or its officers and members of the management board (theIndemnified Parties) against:46.2 All cost, charges, expenses, fees, taxes (including without limitation, all costs,charges, expenses, fees and/or taxes to be imposed on the Owners by anygovernmental bodies, losses, payments, liabilities, penalties, fines, damages orother sanctions of a monetary nature (collectively, Losses) suffered or incurred bythe Owners and arising directly or indirectly in any manner out of the design,manufacture, delivery, non-delivery, purchase, importation, registration, ownership,management, chartering, sub-chartering, possession, control, use, operation,condition, maintenance, repair, replacement, refurbishment, modification, overhaul,insurance, sale or other disposal, return or storage of or loss of or damage to theVessel or otherwise in connection with the Vessel (whether or not in the control orpossession of the Charterers) including any and all claims in tort or in contract bya sub-charterer of the Vessel or by the holders of any bills of lading issued by theCharterers or any sub-charterer; and46.3 All losses suffered or incurred by the Owners, mortgagee(s) and any of theother financial institutions which are a party to the loan agreement secured by theFinancial Instruments (the Lenders) with respect to or as a direct result of thepresence, escape, seepage, spillage, leaking, discharge or migration from theVessel of oil or any other hazardous substance, including without limitation, anyclaims asserted or arising under the US Oil Pollution Act of 1990 or the USComprehensive Environmental Response Compensation and Liability Act of1980 (as either may be amended and/or re-enacted from time to time hereafter) orsimilar legislation in any other jurisdiction, regardless of whether or not caused byor within the control of the Charterers and regardless of whether or not caused as aconsequence of any deficiencies in the technical condition of the Vessel on theDelivery Date.The indemnities contained in this Clause 46 and Clause 17 shall survive anytermination or other ending of this Charter and any breach of, or repudiation oralleged repudiation by, the Charterers or the Owners of this Charter.

CLAUSE 47 COMMUNICATION.47.1 All notices or other communications under or in respect of this Charter toeither party hereto shall be in writing and shall be made or given to such party atthe address, e-mail or fax number appearing below, or at such other place as suchparty may hereafter specify for such purpose;

(i) In the case ofCharterers: As per Clause 1.(ii) In the case of the Owners: As per Clause 1


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47.2 A written notice shall means as per definition in Clause 1. A notice or othercommunication received on a non-working day or after business hours in the placeof receipt shall be deemed to be served on the next following working day in suchplace. Subject always to the foregoing sentence, any communication by personaldelivery or letter shall be deemed to be received on delivery, and any

communication by fax or e-mail shall be deemed to be received upon appropriateacknowledgement by the addressees receiving equipment

CLAUSE 48:HIRE/PURCHASE AGREEMENTOn expiration of the Charter and provided the Charterers have fulfilled theirobligations according this contract, it is agreed, that on payment of the finalpayment of hire as per Clause 11, 32 and 34, the Charterers have purchased theVessel with everything belonging to her and the Vessel is fully paid for.

In th e fol lowing paragraphs the Owners are referred to as th e Sellers and the

Charterers as the B uyers.

The Vessel shall be delivered by the Sellers and taken over by the Buyers onexpiration of the Charter.The Sellers guarantee that the Vessel at the line of delivery, is free from allencumbrances, mortgages and maritime liens or any debts whatsoever other thanthose arising from anything done or not done by the Buyers or any existingmortgage agreed not to be paid off by the time of delivery. Should any claims,which have been incurred prior to the time of delivery be made against the Vessel,the Sellers hereby undertake to indemnify the Buyers against all consequences ofsuch claims to the extent it can be proved that the Sellers are responsible for suchclaims. Any taxes, notarial, consular and other charges and expenses connectedwith the purchase and registration under Buyers flag, shall be for Buyers account.

Any taxes, consular and other charges and expenses connected with closing of theSellers register, shall be for Sellersaccount.In exchange for payment of the last months hire installment and payment of theFinal Purchase Payment, as per Clause 11, 32 and 34, the Sellers shall furnish theBuyers with a Bill of Sale duly attested and legalized, together with a certificatesetting out the registered encumbrances, if any. On delivery of the Vessel theSellers shall provide for deletion of the Vessel from the Ships Register and delivera certificate of deletion to the Buyers. The Sellers shall, at the time of delivery,hand to the Buyers all classification certificates (for hull, engines, anchors,chain, etc.) as well as all planswhich may be in Sellerss possession.The Wireless installation and Nautical Instruments, unless on hire, shall beincluded in the sale without any extra payment.The Vessel with everything belonging to her shall be at Sellers risk and expenseuntil she is delivered to the Buyers, subject to the conditions of this Contract andthe Vessel with everything belonging to her shall be delivered and taken over asshe is at the time of delivery, after which the Sellers shall have no responsibility forpossible faults or deficiencies of any description.The Buyers undertake to pay for the repatriation of the Master, officers and otherpersonnel if appointed by the Sellers to the port where the Vessel entered the


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Bareboat Charter as per Clause 3 or to pay the equivalent cost for their journey toany other place.In the event that Charterers/Buyers fail to pay the Final Purchase Payment, theVessel shall remain the property of the Owners and any payments made underthis Charter including the downpayment (ref Clause 32 and 34) shall be forfeited by

the Charterers, and the Owners shall have no right to claim form Charterers theloss of the Final Purchase Payment.


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CLAUSE 49: LIST OF APPENDICES TO THIS CHARTERAppendix 1 Letter of Quiet Enjoyment issued by mortgagee.Appendix 2 Summary of Financial Terms.

IN WITNESS HEREOF the parties the Owners-Sellers and the Charterers-

Buyers hereto mutually agreed and signed TWO COPIES of this Contract forBareboat Charter-Hire-Purchase to be duly executed on this day:__________,2013.

For Charterers-Buyers: For Owners:

Asdrubal ChavezPresident of PDV Marina S.A.

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ter cer document op dv marina

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