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As filed with the Securities and Exchange Commission on July 6, 2005
Registration Statement No. 333-124718

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

AMENDMENT NO. 2
TO
 FORM S-1
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GENCO SHIPPING & TRADING LIMITED
 (Exact name of registrant as specified in its charter)

Republic of the Marshall Islands 
(State or other jurisdiction of
incorporation or organization)	 	4412 
(Primary Standard Industrial
Classification Code Number)	 	N/A 
(I.R.S. Employer
Identification No.)	

Genco Shipping & Trading Limited
35 West 56 th Street
New York, New York 10019
(646) 443-8550 
(Address and telephone number
of Registrant's principal executive offices)	

 	
Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 
(Name, address and telephone
number of agent for service)	

 	
Copies to:	

Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200 (telephone number)
 (212) 480-8421 (facsimile number)	 	 	 	Ted W. Paris, Esq.
Baker Botts L.L.P.
3000 One Shell Plaza
910 Louisiana
Houston, Texas 77002
(713) 229-1234 (telephone number)
 (713) 229-1522 (facsimile number)	

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

         The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED JULY 6, 2005
PROSPECTUS

11,500,000 Shares
Common Stock
        Genco Shipping & Trading Limited is offering 10,500,000 shares of its common stock and Fleet Acquisition LLC, the selling shareholder, is offering 1,000,000 shares of our common stock. We have applied for approval for quotation of our common stock on the Nasdaq National Market under the symbol "GSTL." This is our initial public offering and no public market currently exists for our shares. We anticipate the initial public offering price will be between $24.00 and $27.00 per share.

         Investing in our common stock involves risk.
         See "Risk Factors" beginning on page 12.

 	 	Per Share
	 	Total
	
Public Offering Price	 	$	 	$	
Underwriting Discounts and Commissions	 	$	 	$	
Proceeds to Genco Shipping & Trading Limited	 	$	 	$	
Proceeds to Fleet Acquisition LLC	 	$	 	$	
         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
        The selling shareholder has granted the underwriters a 30-day option to purchase up to an additional 1,725,000 shares of common stock, to cover over-allotments.

Jefferies & Company, Inc.	 	Morgan Stanley	
Banc of America Securities LLC
Dahlman Rose & Company
DnB NOR Markets
The date of this Prospectus is                 , 2005

Genco Knight (Panamax Bulk Carrier)

Genco Progress (Handysize Bulk Carrier)

          We have not authorized anyone to give any information or to make any representations other than those contained in this prospectus. Do not rely upon any information or representations made outside of this prospectus. This prospectus is not an offer to sell, and it is not soliciting an offer to buy, (1) any securities other than shares of our common stock or (2) shares of our common stock in any circumstances in which our offer or solicitation is unlawful. The information contained in this prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information contained in this prospectus is still correct.
TABLE OF CONTENTS

 	 	Page
	
Prospectus Summary	 	1	
Risk Factors	 	12	
Forward-Looking Statements	 	26	
Use of Proceeds	 	27	
Dividend Policy	 	28	
Capitalization	 	29	
Dilution	 	30	
Selected Consolidated Financial and Other Data	 	31	
Management's Discussion and Analysis of Financial Condition
and Results of Operations	 	33	
The International Drybulk Shipping Industry	 	49	
Business	 	64	
New Credit Facility	 	78	
Management	 	79	
Principal and Selling Shareholder	 	82	
Related-Party Transactions	 	83	
Shares Eligible for Future Sale	 	84	
Description of Capital Stock	 	86	
Certain Marshall Islands Company Considerations	 	93	
Tax Considerations	 	97	
Underwriting	 	107	
Legal Matters	 	111	
Drybulk Shipping Industry Data	 	111	
Experts	 	111	
Where You Can Find Additional Information	 	112	
Glossary of Shipping Terms	 	113	
Index to Consolidated Financial Statements	 	F-1	
i

 
 PROSPECTUS SUMMARY
         This summary highlights information contained elsewhere in this prospectus. Before investing in our common stock, you should carefully read this entire prospectus, including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes, for a more complete understanding of our business and this offering.
         Except where we or the context otherwise indicate, the information presented in this prospectus assumes (1) an initial public offering price of $25.50 per share which is the midpoint of the estimated initial public offering price range, (2) that the underwriters will not exercise their option to purchase additional shares and (3) no issuance of any of the shares of our common stock reserved for issuance under our intended equity incentive plan. The information in this prospectus gives effect to a 27,000:1 stock split in the form of a stock dividend which will take effect prior to the effectiveness of the registration statement of which this prospectus is a part. Unless we or the context otherwise indicate, in this prospectus references to "we," "us," "our company" and "our" refer to Genco Shipping & Trading Limited and its subsidiaries. We refer in this prospectus to the 16 drybulk carriers that we currently own as "our fleet."
 
 Our Company
        We are a newly formed New York City-based company, incorporated in the Marshall Islands. We transport iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Our fleet consists of 16 drybulk carriers which we acquired from a subsidiary of The China National Cereals Oil and Foodstuffs Corp., or COFCO, a Chinese conglomerate, in December 2004 and during the first six months of 2005. Fourteen of the 16 vessels in our fleet are on long-term time charters, with an average remaining life of 1.7 years as of March 31, 2005. Currently, the Genco Leader and the Genco Trader are on short-term time charters that are scheduled to expire in July 2005. Following expiration of their time charters, these two vessels may be employed on either the spot charter market or on long-term time charter depending on market conditions. All of our vessels are chartered to reputable charterers, including Lauritzen Bulkers A/S, or Lauritzen Bulkers, Cargill International S.A., or Cargill, BHP Billiton Marketing AG, or BHP, NYK Bulkship Europe, or NYK Europe, and Hyundai Merchant Marine Co. Ltd., or HMMC. All of our present charterers have been approved by the lenders under our current credit facility. Due to the length and the average remaining life of our time charters, we expect these time charters to provide us with stable revenues for the next 12 to 18 months.
        We intend to grow our fleet through timely and selective acquisitions of vessels in a manner that is accretive to our cash flow. In connection with this growth strategy, we intend to use the net proceeds of this offering to repay a significant portion of our existing indebtedness. We are also negotiating a new credit facility that we expect to use to refinance our existing indebtedness and to acquire additional vessels that will be employed either in the spot or period charter market.
 
 Our Fleet
        Our fleet consists of five Panamax, six Handymax and five Handysize drybulk carriers, with an aggregate carrying capacity of approximately 790,000 dwt. As of March 31, 2005, the average age of our fleet was eight years, as compared to the average age for the world fleet of approximately 16 years for the drybulk shipping segments in which we compete. See "The International Drybulk Shipping Industry." All of the vessels in our fleet were built in Japanese shipyards with a reputation for constructing high-quality vessels. Our fleet contains three groups of sister ships, which are vessels of virtually identical sizes and specifications.
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        The following table summarizes information about our fleet:

Vessel Name
	 	Class
	 	Dwt
	 	Year Built
	 	Charterer
	 	Time Charter
Rate (1)
	 	Charter
Expiration (2)
	
Genco Beauty  (3)	 	Panamax	 	73,941	 	1999	 	Cargill	 	$29,000	 	February 2007	
Genco Knight  (3)	 	Panamax	 	73,941	 	1999	 	BHP	 	  29,000	 	January 2007	
Genco Leader  (3)	 	Panamax	 	73,941	 	1999	 	Cargill	 	  27,500  (4)	 	July 2005	
Genco Vigour  (3)	 	Panamax	 	73,941	 	1999	 	BHP	 	  29,000	 	December 2006	
Genco Trader	 	Panamax	 	69,338	 	1990	 	STX Pan Ocean	 	  17,350	 	July 2005	

Genco Success  (5)	
 	
Handymax	
 	
47,186	
 	
1997	
 	
KLC	
 	
  23,850	
 	
January 2007	
Genco Carrier  (5)	 	Handymax	 	47,180	 	1998	 	DBCN, Panama	 	  24,000	 	December 2006	
Genco Prosperity  (5)	 	Handymax	 	47,180	 	1997	 	DS Norden	 	  23,000	 	March 2007	
Genco Wisdom  (5)	 	Handymax	 	47,180	 	1997	 	HMMC	 	  24,000	 	January 2007	
Genco Marine	 	Handymax	 	45,222	 	1996	 	NYK Europe	 	  26,000  (6)	 	March 2007	
Genco Glory	 	Handymax	 	41,061	 	1984	 	E D F Man Shipping	 	  18,250	 	December 2006	

Genco Explorer  (7)	
 	
Handysize	
 	
29,952	
 	
1999	
 	
Lauritzen Bulkers	
 	
  17,250	
 	
August 2006	
Genco Pioneer  (7)	 	Handysize	 	29,952	 	1999	 	Lauritzen Bulkers	 	  17,250	 	September 2006	
Genco Progress  (7)	 	Handysize	 	29,952	 	1999	 	Lauritzen Bulkers	 	  17,250  (8)	 	September 2006	
Genco Reliance  (7)	 	Handysize	 	29,952	 	1999	 	Lauritzen Bulkers	 	  17,250	 	August 2006	
Genco Sugar  (7)	 	Handysize	 	29,952	 	1998	 	Lauritzen Bulkers	 	  17,250	 	August 2006	

(1)
Time charter rates presented are the gross daily charterhire rates before the payments of brokerage commissions ranging from 1.25% to 5% to unaffiliated third parties. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents' fees and canal dues.

(2)
The dates presented on this table represent the earliest dates that our charters may be terminated. Except with respect to the Genco Trader and Genco Leader charters, under the terms of the contracts, charterers are entitled to extend time charters from two to four months in order to complete the vessel's final voyage plus any time the vessel has been off-hire.

(3)
Each vessel is a sister ship of the other indicated vessels.

(4)
Rate is $27,500 if discharge is between Singapore and Japan or $27,000 if discharge is elsewhere in Southeast Asia, that is, Indonesia, Malaysia, the Philippines or Thailand.

(5)
Each vessel is a sister ship of the other indicated vessels.

(6)
The time charter rate is $26,000 until March 2006 and $18,000 thereafter.

(7)
Each vessel is a sister ship of the other indicated vessels.

(8)
The time charter rate was $21,560 through March 2005 and $17,250 thereafter.
 
 Fleet Management
        Our management team and other employees are responsible for the commercial and strategic management of our fleet. Commercial management involves negotiating charters for vessels, managing the mix of various types of charters, such as time charters and voyage charters, and monitoring the performance of our vessels under their charters. Strategic management involves locating, purchasing, financing and selling vessels. Our management team is led by our President, Robert Gerald Buchanan, who has 40 years of experience in the shipping industry and most recently served as the managing director of Wallem.
        We intend to use the services of reputable independent technical managers for the technical management of our fleet. We currently contract with Wallem Shipmanagement Limited of Hong Kong, or Wallem, an independent technical manager, for our technical management. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel
2

operations and arranging for crews and supplies. Members of our New York City-based management team oversee the activities of our independent technical manager. The head of our technical management team has over 30 years of experience in the shipping industry.
 
 Industry Trends
        The drybulk shipping industry is an essential link in international trade because it is the only practical and cost effective means of transporting large volumes of many essential commodities between the continents and across the seas. It is a global industry whose demand is closely tied to the level of economic activity in the world. According to Drewry Shipping Consultants Limited, or Drewry, since the fourth quarter of 2002, the shipping industry has experienced the highest charter rates and vessel values in its modern history. Although charter rates have declined since their recent highs, they remain significantly higher than their long-term historical averages. These high charter rates and vessel values are due to the favorable imbalance between the supply of and demand for ships. For drybulk shipping, this imbalance is currently a function of:
        Supply:
•
Shipyards where new ships are constructed are at capacity until 2008, limiting the number of new vessels that will enter the market in coming years; and

•
Port congestion worldwide as a result of increased shipping activity, lack of adequate rail, road and other intermodal transportation infrastructure and the implementation of stringent security measures at certain ports have effectively reduced the supply of vessels that is available for hire at any particular time.
        Demand:
•
Increasing global production and consumption and international trade have driven the strong demand for ships; and

•
China and India have helped drive demand for drybulk carriers as they continue to:

•
expand iron ore and coking coal shipments;

•
become net importers of coal; and

•
increase their grain inventories.
        However, vessel charter rates and values have historically been extremely volatile and are affected by numerous variables including demand for commodities that are transported by sea, many of which are outside of our control. We cannot predict or offer assurances as to charter rates or vessel values in any period or that the industry trends described above will continue.
 
 Our Competitive Strengths
        We believe that we possess a number of strengths that provide us with a competitive advantage in the drybulk shipping industry, including the following:
•
We own a modern, high-quality fleet of drybulk carriers .    We have a modern fleet consisting of vessels with an average age of eight years as of March 31, 2005 as compared to the average age of approximately 16 years for the world fleet. All of our vessels were built in Japanese shipyards with a reputation for constructing high-quality vessels. We believe that owning a modern, high-quality fleet reduces operating costs and fuel consumption, allows us to secure favorable financing terms and makes our fleet more reliable, which improves utilization. All of these factors provide us with a competitive advantage in securing favorable time charters.

•
Our fleet includes three groups of sister ships .    We believe that maintaining a fleet that includes sister ships increases our revenue generating potential by improving our operational and
3

scheduling flexibility and reduces costs by creating economies of scale in the maintenance, supply and crewing of our vessels.
•
Our Chairman and board of directors have substantial experience in the shipping industry .    Peter C. Georgiopoulos, the Chairman of our board of directors, is the founder of General Maritime Corp. (NYSE: GMR), a large, publicly-traded supplier of international seaborne crude oil transportation services. Mr. Georgiopoulos oversaw the growth of General Maritime from a single-vessel privately owned company to a publicly traded owner and operator of 47 tankers. Including Mr. Georgiopoulos, four of the six members of our board have extensive maritime experience, including managing publicly traded shipping companies.

•
We have an experienced U.S.-based management team .    Our management team will be based in New York City and includes several executives with extensive experience in the shipping industry who have demonstrated substantial ability in managing the commercial, technical and financial aspects of our business. Our management team is led by our President, Robert Gerald Buchanan, who has 40 years of experience in the shipping industry and most recently served as the managing director of Wallem. Mr. Buchanan has a broad range of experience, most recently as a senior executive involved in ship management operations and engineering. Our Chief Financial Officer, John C. Wobensmith, has over 11 years of experience in the shipping industry, with a concentration in shipping finance.

•
We benefit from strong relationships with members of the shipping and financial industries .    We have developed strong relationships with major international charterers, shipbuilders and financial institutions that we believe are the direct result of the quality and experience of our management team. In addition, we have developed a strong relationship with our technical manager, Wallem, an international vessel management company with over 35 years of experience. Wallem currently manages 211 vessels with a carrying capacity totaling in excess of 16 million dwt while meeting strict quality control standards. We believe that these relationships will lead to greater charter opportunities for our vessels.

•
We have a strong balance sheet and will have limited indebtedness outstanding immediately after the completion of the offering .    We expect to repay a significant portion of our outstanding indebtedness with the net proceeds of this offering. We expect this reduction in outstanding indebtedness, along with our new credit facility, will increase our borrowing ability, which together with the free cash flow from our operations, will allow us to fund future vessel acquisitions and, consistent with our strategy, will enhance our ability to make dividend payments.

•
We will maintain commercial management of our fleet in - house .    We intend to retain the commercial management of our fleet in-house, thereby benefiting from the substantial experience of our management team in the shipping industry while avoiding brokerage commissions to related parties. It also serves to prevent conflicts of interest because, unlike transactions involving brokers, our employees do not have a personal financial interest in the charter contracts.
 
 Our Business Strategy
        Our strategy is to manage and expand our fleet in a manner that enables us to pay dividends to our shareholders. To accomplish this objective, we intend to:
•
Strategically expand the size of our fleet .    We intend to acquire additional modern, high-quality drybulk carriers through timely and selective acquisitions of vessels in a manner that is accretive to our cash flow. We expect to fund acquisitions of additional vessels using cash reserves set aside for this purpose and amounts borrowed under our new credit facility.
4

•
Continue to operate a high-quality fleet .    We intend to maintain a modern, high-quality fleet that meets or exceeds stringent industry standards and complies with charterer requirements through our technical manager's rigorous and comprehensive maintenance program. In addition, our technical managers maintain the quality of our vessels by carrying out regular inspections, both while in port and at sea.

•
Pursue an appropriate balance of time and spot charters .    All of our vessels, with the exception of the Genco Leader and the Genco Trader, are under long-term charters with an average remaining life of 1.7 years as of March 31, 2005. These charters provide us with relatively stable revenues and a high fleet utilization. We may in the future pursue other market opportunities for our vessels to capitalize on favorable market conditions, including arranging longer charter periods and entering into short-term time and voyage charters.

•
Maintain low-cost, highly efficient operations .    We intend to outsource technical management of our fleet to third-party technical managers at a lower cost than we could achieve by performing the function in-house. Our management team will actively monitor and control vessel operating expenses incurred by these independent technical managers by overseeing their activities. Finally, we will maintain low-cost, highly efficient operations by capitalizing on the cost savings and economies of scale that result from operating sister ships.

•
Capitalize on our management team's reputation .    We intend to capitalize on our management team's reputation for high standards of performance, reliability and safety, and maintain strong relationships with major international charterers, many of whom consider the reputation of a vessel owner and operator when entering into time charters. We believe that our management team's track record improves our relationships with high quality shipyards and financial institutions, many of which consider reputation to be an indicator of creditworthiness.
 
 Dividend Policy
        Our policy is to declare quarterly distributions to shareholders by each February, May, August and November substantially equal to our available cash from operations during the previous quarter after cash expenses and reserves for scheduled drydockings, intermediate and special surveys, funding of future acquisitions and other purposes as our board of directors may determine are required, after taking into account contingent liabilities, the terms of our indebtedness, our growth strategy, other cash needs and the requirements of Marshall Islands law. We expect to declare our first quarterly dividend of $0.54 per share by November 2005 (based on our operations for the third quarter of 2005). Please see the section of this prospectus entitled "Dividend Policy" for additional information regarding dividend payments generally.
        We believe that under current law, our dividend payments from earnings and profits will constitute "qualified dividend income" and, as such, will generally be subject to a 15% U.S. federal income tax rate with respect to non-corporate individual U.S. shareholders (through 2008). Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of a U.S. shareholder's tax basis in its common stock on a dollar-for-dollar basis and, thereafter, as capital gain. For more information about the tax consequences of payment of dividends, please read "Tax Considerations."
 
 Principal Executive Offices
        Genco Shipping & Trading Limited is a holding company incorporated under the laws of the Marshall Islands. We maintain our principal executive offices at 35 West 56 th Street, New York, New York 10019. Our telephone number at that address is (646) 443-8550.
5

 
 
 The Offering

Common stock offered by Genco Shipping & Trading Limited	
 	
10,500,000 shares	

Common stock offered by the selling shareholder	
 	
1,000,000 shares	

Common stock to be outstanding immediately after this offering (1)	
 	
24,000,000 shares	

Underwriters' over-allotment option	
 	
1,725,000 shares	

Use of proceeds	
 	
We estimate that we will receive net proceeds of approximately $249 million from the issuance of shares of common stock in this offering, after deducting underwriting discounts and commissions and estimated expenses payable by us. We expect to use all of the net proceeds that we receive in this offering to repay approximately $249 million of our outstanding indebtedness. See "Use of Proceeds."	

 	
We will not receive any of the proceeds from the sale of shares of our common stock by the selling shareholder.	

Nasdaq National Market listing	
 	
We have applied for approval for quotation of our common stock on the Nasdaq National Market under the symbol "GSTL."	

(1)
Does not include shares to be reserved for issuance under our intended equity incentive plan.
 
 Risk Factors
        Investing in our common stock involves substantial risks. These risks include, among others:
•
We cannot assure you that we will pay dividends which could reduce the return on your investment in us . Our ability to pay dividends will depend on, among other things, our earnings and cash flow, cash reserves, our ability to obtain financing on terms acceptable to us, our ability to satisfy the covenants contained in our financing arrangements and our compliance with relevant provisions of Marshall Islands law.

•
We will depend to a significant degree upon third-party managers to provide the technical management of our fleet. Any failure of these technical managers to perform their obligations could adversely affect our business. We intend to use the services of reputable independent technical managers for the technical management of our fleet. The failure of these technical managers to perform their obligations could materially and adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends. Although we may have rights against a third-party manager if it defaults on its obligations to us, our shareholders will share that recourse only indirectly to the extent that we recover funds.
6

•
The international drybulk shipping industry is cyclical and volatile, which may lead to reductions and volatility in our charter rates, vessel values and results of operations . If we enter into new charters when charter hire rates are low, our earnings, the value of our vessels and our ability to pay dividends may be adversely affected.

•
The shipping industry has inherent operational risks which may adversely affect our business. The shipping industry has inherent operational risks, including loss of vessels, environmental accidents, piracy and terrorist attacks. Although we insure our vessels against those types of risks commonly insured against by vessel owners and operators, we cannot assure you that we are adequately insured against all risks.
        This is not a comprehensive list of risks to which we are subject, and you should carefully consider all of the information in this prospectus before investing in our common stock. In particular, we urge you to consider carefully the additional factors set forth in the section of this prospectus entitled "Risk Factors" beginning on page 12.
 
 New Credit Facility
        On July 5, 2005, we entered into a binding letter of commitment with a syndicate of commercial lenders that will, subject to certain conditions, provide us with a new credit facility of up to $450 million. The new credit facility will be effective as of the closing of this offering. See "New Credit Facility" for additional information about our new credit facility.
7

 
 
 Summary Consolidated Financial and Other Data
         The following table sets forth our summary consolidated financial and other data. The selected consolidated financial data in the table as of and for the three months ended March 31, 2005 and as of and for the period from September 27, 2004 (date of inception) through December 31, 2004 are derived from our consolidated financial statements included in this prospectus. We refer you to the footnotes in our consolidated financial statements for a discussion of the basis on which our consolidated financial statements are presented. The following data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the related notes included in this prospectus. We were incorporated on September 27, 2004, and our operations began on December 6, 2004, with the delivery of our first vessel. Accordingly, our results of operations for the period ended December 31, 2004 do not reflect the results for a full twelve months of operation. In accordance with standard shipping industry practice, we did not obtain from the seller historical operating data for the vessels that we acquired, as that data was not material to our decision to purchase the vessels. Accordingly, we have not included any historical financial data relating to the results of operations of our vessels from the period before our acquisition of them. Please see the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Lack of Historical Operating Data for Vessels Before their Acquisition."

 	 	As of and for the
three months ended
March 31, 2005
	 	As of and for the period
September 27, 2004
through
December 31, 2004
	 	
 	 	(U.S. dollars in thousands,
except for per share amounts)
	 	
Income Statement Data:	 	 	 	 	 	 	 	
Revenues	 	$	21,399	 	$	1,887	 	

Operating Expenses:	

 	

 	
 	
 	Voyage expenses	 	 	890	 	 	44	 	
 	Vessel operating expenses	 	 	2,016	 	 	141	 	
 	General and administrative expenses	 	 	591	 	 	140	 	
 	Depreciation	 	 	3,981	 	 	421	 	
 	 		 		 	
 	 	Total operating expenses	 	 	7,478	 	 	746	 	
 	 		 		 	
Operating income	 	 	13,921	 	 	1,141	 	

Net interest expense	

(2,537	
)	
 	
(234	
)	
 	 		 		 	
 	 	Net income	 	$	11,384	 	$	907	 	
 	 		 		 	
 	 	Earnings per share—Basic (1)	 	$	0.84	 	$	0.07	 	
 	 		 		 	
 	 	Earnings per share—Pro forma (2)	 	$	0.57	 	$	0.05	 	
 	 		 		 	
Balance Sheet Data:	 	 	 	 	 	 	 	
Cash	 	$	17,330	 	$	7,431	 	
Restricted cash	 	 	7,108	 	 	—	 	
Total assets	 	 	408,121	 	 	201,628	 	
Total debt (current and long-term)	 	 	318,673	 	 	125,766	 	
Total shareholder's equity	 	 	84,758	 	 	73,374	 	

Cash Flow Data:	

 	

 	
 	
Net cash flow provided by operating activities	 	$	17,675	 	$	2,718	 	
Net cash flow used in investing activities	 	 	(193,270	)	 	(189,414	)	
Net cash provided by financing activities	 	 	185,494	 	 	194,127	 	

EBITDA (3)	
 	
$	
17,902	
 	
$	
1,562	
 	
8

 
 	 	As of and for the
three months ended,
March 31, 2005
	 	As of and for the period
September 27, 2004
through,
December 31, 2004
	
 	 	(U.S. dollars, except for fleet data)
	
Fleet Data:	 	 	 	 	 	 	
Average number of vessels (4)	 	 	11.0	 	 	2.7	
Number of vessels at end of period	 	 	14.0	 	 	6.0	

Average age of fleet (in years)	

 	

 	
 	Panamax	 	 	5.7	 	 	5.2	
 	Handymax	 	 	10.5	 	 	13.8	
 	Handysize	 	 	6.0	 	 	5.8	
 	 	
Fleet average	

7.6	

8.3	

Ownership days (5)	

 	

 	
 	Panamax	 	 	230.7	 	 	15.5	
 	Handymax	 	 	320.7	 	 	26.7	
 	Handysize	 	 	435.9	 	 	41.8	
 	 		 		
 	 	Total	 	 	987.3	 	 	84.0	
 	 		 		
Available days (6)	 	 	 	 	 	 	
 	Panamax	 	 	227.6	 	 	15.5	
 	Handymax	 	 	318.5	 	 	26.7	
 	Handysize	 	 	435.0	 	 	41.8	
 	 		 		
 	 	Total	 	 	981.1	 	 	84.0	
 	 		 		
Operating days (7)	 	 	 	 	 	 	
 	Panamax	 	 	221.5	 	 	15.5	
 	Handymax	 	 	317.2	 	 	26.7	
 	Handysize	 	 	435.0	 	 	41.8	
 	 		 		
 	 	Total	 	 	973.7	 	 	84.0	
 	 		 		
Fleet utilization (8)	 	 	 	 	 	 	
 	Panamax	 	 	97.3%	 	 	100.0%	
 	Handymax	 	 	99.6%	 	 	100.0%	
 	Handysize	 	 	100.0%	 	 	100.0%	
 	 	
Fleet average	

99.2%	

100.0%	

Average Daily Results:	

 	

 	
Time Charter Equivalent (9)	 	 	 	 	 	 	
 	Panamax	 	$	28,234	 	$	41,367	
 	Handymax	 	 	20,877	 	 	18,166	
 	Handysize	 	 	17,091	 	 	17,191	
 	 	
Fleet average	

20,904	

21,960	
9

 
 	 	For the
three months ended,
March 31, 2005
	 	For the period
September 27, 2004
through,
December 31, 2004
	
 	 	(U.S. dollars, except for fleet data)

Daily vessel operating expenses (10)	

 	

 	
 	Panamax	 	$	2,503	 	$	2,101	
 	Handymax	 	 	1,917	 	 	1,577	
 	Handysize	 	 	1,893	 	 	1,597	
 	 	
Fleet average	

2,042	

1,683	

(1)
Gives effect to a 27,000:1 stock split in the form of a stock dividend, which results in weighted average outstanding shares of 13,500,000 for the period.

(2)
Pro forma earnings per share gives effect to our issuance of 10,500,000 shares common stock (24,000,000 shares of common stock outstanding) at an assumed offering price of $25.50 per share (representing the midpoint of the price range set forth on the cover of this prospectus), reflecting the portion of the shares of common stock sold, the proceeds of which are being used for debt repayment. Interest expense of $2,382 and $242 for the three months ended March 31, 2005 and for the period September 27, 2004 (date of inception) through December 31, 2004, respectively, has been removed from this calculation.

(3)
EBITDA represents net income plus net interest expense, income tax expense, depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Our management uses EBITDA as a performance measure in consolidating monthly internal financial statements and it is presented for review at our board meetings. EBITDA is also used by our lenders in certain loan covenants. For these reasons, we believe that EBITDA is a useful measure to present to our investors. EBITDA is not an item recognized by the generally accepted accounting principals in the United States of America, or U.S. GAAP, and should not be considered as an alternative to net income, operating income or any other indicator of a company's operating performance required by U.S. GAAP. EBITDA is not a source of liquidity or cash flows as shown in our consolidated statement of cash flows. The definition of EBITDA used here may not be comparable to that used by other companies.

 	 	For the
three months ended
March 31, 2005
	 	For the period
September 27, 2004
through
December 31, 2004
	
 	 	(U.S. dollars in thousands)

 	

 	

 	

Net income	
 	
$	
11,384	
 	
$	
907	
Net interest expense	 	 	2,537	 	 	234	
Income tax expense	 	 	—	 	 	—	
Depreciation	 	 	3,981	 	 	421	
 	 		 		
 	EBITDA	 	$	17,902	 	$	1,562	
 	 		 		
(4)
Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in the period.
10

(5)
Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

(6)
Available days are the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues.

(7)
Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

(8)
We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.

(9)
Time Charter Equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per-voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing revenues (net of voyage expenses) by available days.

(10)
Daily vessel operating expenses, which include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, are calculated by dividing vessel operating expenses by ownership days for the relevant period.
11

 
 RISK FACTORS
         Any investment in our common stock involves a high degree of risk. You should consider carefully the following information about risks, together with the other information contained in this prospectus, before making an investment in our common stock. Any of these risk factors could significantly and negatively affect our business, financial condition or operating results and the trading price of our stock. If any of the circumstances or events described below actually arises or occurs, our business, results of operations, cash flows, financial condition and ability to pay dividends could be materially adversely affected. As a result of any of these risks, you may lose all or part of your investment.
Industry Specific Risk Factors
         The international drybulk shipping industry is cyclical and volatile, which may lead to reductions and volatility in our charter rates, vessel values and results of operations.
        The international drybulk shipping industry is cyclical and volatile. Fluctuations in charter rates result from changes in the supply and demand for vessel capacity and changes in the supply and demand for the major commodities carried by marine vessels internationally. The factors affecting supply and demand for vessels and supply and demand for products or materials transported by drybulk carriers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.
        The factors that influence demand for drybulk carriers include:
•
supply of and demand for drybulk products;

•
the distance drybulk products are to be moved by sea;

•
the globalization of manufacturing;

•
global and regional economic and political conditions;

•
changes in global production of drybulk cargoes;

•
developments in international trade;

•
changes in seaborne and other transportation patterns;

•
environmental and other regulatory developments; and

•
currency exchange rates.
        The factors that influence the supply of drybulk carriers include:
•
the number of newbuilding deliveries;

•
the scrapping rate of older vessels;

•
the costs of building new vessels and drydocking vessels for repair;

•
changes in environmental and other regulations that may limit the useful life of vessels;

•
the number of vessels that are out of service; and

•
port or canal congestion.
        Our ability to recharter our drybulk carriers upon the expiration or termination of their current time charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, the then current state of the drybulk carrier market. If the drybulk carrier market is in a period of depression when our vessels' charters expire or we are trying to charter newly acquired vessels, we may be forced to charter them at reduced rates or even possibly a rate whereby we incur a loss, which may reduce our earnings or make our earnings volatile.
        In addition, because the market value of our vessels may fluctuate significantly, we may incur losses when we sell vessels, which may adversely affect our earnings. If we sell vessels at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our financial statements, the sale may be at less than the vessel's carrying amount on our financial statements, resulting in a loss and a reduction in earnings.
12

         Charter rates for drybulk carriers have recently been at historically high levels and future growth will depend on continued growth in the world economy.
        During the past year, charter rates for drybulk carriers have been at historically high levels. We anticipate that future demand for our drybulk carriers and drybulk charter rates will be dependent upon continued economic growth in the Asia Pacific region and the rest of the world, seasonal and regional changes in demand and changes to the capacity of the world fleet. The capacity of the world fleet seems likely to increase and there can be no assurance that economic growth will continue. Adverse economic, political, social or other developments could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
         An economic slowdown in the Asia Pacific region could have a material adverse effect on our business, financial position and results of operations.
        A significant number of the port calls made by our vessels involve the loading or discharging of raw materials and semi-finished products in ports in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country, and particularly in China or Japan, may have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. In particular, in recent years, China has been one of the world's fastest growing economies in terms of gross domestic product. We cannot assure you that such growth will be sustained or that the Chinese economy will not experience negative growth in the future. Moreover, any slowdown in the economies of the United States, the European Union or certain Asian countries may adversely affect economic growth in China and elsewhere. Our business, results of operations, cash flows, financial condition and ability to pay dividends will likely be materially and adversely affected by an economic downturn in any of these countries.
         We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures and affect our cash flows and net income.
        Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions and treaties, national, state and local environmental and operational safety laws and regulations in force in the jurisdictions in which our vessels operate, including those described below, as well as in the country or countries of their registration. Because such conventions, treaties, laws and regulations are often revised, we cannot predict the ultimate cost of compliance or the impact thereof on the resale price or useful life of our vessels. Additional conventions, treaties, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and other authorizations with respect to our operations, and some of the conditions imposed by such governments and agencies to obtain or renew such authorizations may include requirements outside of our control.
        The operation of our vessels is affected by the requirements set forth in the International Maritime Organization's, or IMO's, International Management Code for the Safe Operation of Ships and Pollution Prevention, or the ISM Code. The ISM Code requires ship owners and bareboat charterers to develop and maintain an extensive "Safety Management System" that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. Any failure on our part to comply with the ISM Code may subject us to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports.
        Although the United States is not a party, many countries have ratified and follow the liability scheme adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended (the "CLC"), and the Convention for the Establishment of an International Fund for Oil Pollution of 1971, as amended. Under these conventions, a vessel's
13

registered owner is strictly liable for pollution damage caused on the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. Many of the countries that have ratified the CLC have increased the liability limits through a 1992 Protocol to the CLC. The right to limit liability is also forfeited under the CLC where the spill is caused by the owner's actual fault or privity and, under the 1992 Protocol, where the spill is caused by the owner's intentional or reckless conduct. Vessels trading to contracting states must provide evidence of insurance coverage. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to the CLC.
        The United States Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in U.S. waters. OPA allows for potentially unlimited liability without regard to fault of vessel owners, operators and bareboat charterers for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel), in U.S. waters. OPA also expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution materials occurring within their boundaries.
        While we do not carry oil as cargo, we do carry bunkers in our drybulk carriers. We currently maintain, for each of our vessels, pollution liability coverage insurance of $1 billion per incident. Damages from a catastrophic spill exceeding our insurance coverage could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
         Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
        International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines or other penalties against us.
        It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
         The shipping industry has inherent operational risks which may adversely affect our business.
        Our vessels and their cargoes are at risk of being damaged or lost, and our business may be interrupted, because of events such as marine disasters, bad weather, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. All these hazards can result in death or injury to persons, increased costs, loss of revenues, loss or damage to property (including cargo), environmental damage, higher insurance rates, damage to our customer relationships, harm to our reputation as a safe and reliable operator and delay or rerouting.
        If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or we may be forced to travel to a drydocking facility that is distant from the relevant vessel's position. The loss of earnings while vessels are forced to wait for space or to travel to more distant drydocking facilities would decrease our earnings. If one of our vessels were involved in an accident with the potential risk of environmental contamination, the resulting media coverage could damage our reputation as a safe and reliable vessel
14

operator and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
         Terrorist attacks and international hostilities could adversely affect our results of operations and financial condition.
        Terrorist attacks, the threat of attacks and the response of the United States and other countries to these attacks could adversely affect (1) global trading conditions and, consequently, the demand for drybulk carrier transportation and (2) borrowing conditions in the global financial markets and, consequently, our ability to obtain additional financing on terms acceptable to us or at all. Terrorists have specifically targeted vessels in the past, and there can be no assurance they will not do so in the future. The recent conflict in Iraq may lead to additional acts of terrorism, regional conflict and other armed conflict around the world, which could result in increased volatility of the financial markets and have a negative effect on the U.S. and global economy. Any future terrorist attack could have a direct or indirect adverse impact on our business, results of operations, cash flows, financial condition and ability to pay dividends.
         Compliance with safety and other vessel requirements imposed by classification societies may be very costly and could reduce our net cash flows and net income.
        The hull and machinery of every commercial vessel must be certified as being "in class" by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. Our vessels are currently enrolled with the American Bureau of Shipping, which is a member of the International Association of Classification Societies, or Lloyds Register of Shipping, Nippon Naiji Kyokai (NK Class) or China Classification Society.
        A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel's machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Our vessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspection of the underwater parts of such vessel.
        If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable and we could be in violation of certain covenants in our credit facility, which would negatively impact our business, results of operations, cash flows, financial condition and ability to pay dividends.
         Labor interruptions could disrupt our business.
        Our vessels are manned by masters, officers and crews that are employed by third parties. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
         The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
        We expect that our vessels will call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
         Maritime claimants could arrest our vessels, which could interrupt our cash flow.
        Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims or damages. In many
15

jurisdictions, a maritime lienholder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of money to have the arrest lifted.
        In addition, in some jurisdictions, such as South Africa, under the "sister ship" theory of liability, a claimant may arrest both the vessel subject to the claimant's maritime lien and any "associated" vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert "sister ship" liability against one vessel in our fleet for claims relating to another of our vessels.
         Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings.
        A government of a vessel's registry could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. A government could also requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels may negatively impact our business, results of operations, cash flows, financial condition and ability to pay dividends.
         Rising fuel prices may adversely affect our profits.
        While we currently have no charters under which we are bearing the cost of fuel (bunkers), fuel is a significant, if not the largest, expense for many of our shipping operations when our vessels are under voyage charter. However, upon redelivery of vessels at the end of a time charter, we may be obligated to repurchase the fuel on board at prevailing market prices, which could be materially higher than fuel prices at the inception of the time charter period. As a result, an increase in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.
Company Specific Risk Factors
         Our earnings may be adversely affected if we do not successfully employ our vessels.
        All of the vessels in our fleet, with the exception of the Genco Leader and the Genco Trader, whose charters are scheduled to expire in July 2005, are presently engaged under long-term time charters that expire (assuming the option periods in the time charters are not exercised) between August 2006 and March 2007. Although time charters provide relatively steady streams of revenues, our vessels committed to time charters may not be available for spot voyages during periods of increasing charterhire rates, when spot voyages might be more profitable. While current charterhire rates for drybulk carriers are high (relative to historical periods), the market is volatile, and in the past charterhire rates for drybulk carriers have declined below operating costs of vessels. If our vessels become available for employment in the spot market or under new time charters during periods when market prices have fallen, we may have to employ our vessels at depressed market prices, which would lead to reduced or volatile earnings. We cannot assure you that future charterhire rates will enable us to operate our vessels profitably.
         If we cannot find profitable employment for additional vessels that we acquire, our earnings will be adversely affected.
        We generally acquire vessels free of charter, although we may acquire some vessels with time charters. In addition, where a vessel has been under voyage charter, it is rare in the shipping industry for the last charterer of the vessel in the seller's hands to continue as the first charterer of the vessel in
16

the buyer's hands. We cannot assure you that we will be able to arrange immediate or profitable employment for vessels that we acquire. If we cannot do so, our earnings will be adversely affected.
         We depend upon a small number of charterers for a large part of our revenues. The loss of one or more of these charterers could adversely affect our financial performance.
        We have derived a significant part of our revenues from a small number of charterers. As of March 31, 2005, all of our revenues were derived from ten charterers. If we were to lose any of these charters, or if any of these charterers significantly reduced its use of our services or was unable to make charter payments to us, our results of operations, cash flows and financial condition could be adversely affected.
         Our practice of purchasing and operating previously owned vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.
        All of our drybulk carriers were previously owned by a third party. Our current business strategy includes additional growth through the acquisition of previously owned vessels. While we normally inspect previously owned vessels before purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels before purchase. Any such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of any builder warranties if the vessels we buy are older than one year.
        In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel-efficient than more recently constructed vessels due to improvements in engine technology.
        Governmental regulations, safety and other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to some of our vessels and may restrict the type of activities in which these vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.
         We will depend to a significant degree upon third-party managers to provide the technical management of our fleet. Any failure of these technical managers to perform their obligations could adversely affect our business.
        We intend to contract the technical management of our fleet, including crewing, maintenance and repair services, to third-party technical management companies. The failure of these technical managers to perform their obligations could materially and adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends. Although we may have rights against a third-party manager if it defaults on its obligations to us, our shareholders will share that recourse only indirectly to the extent that we recover funds.
         We cannot assure you that we will pay dividends, which could reduce the return on your investment in us and the market value of our common stock.
        We will make dividend payments to our shareholders only if our board of directors, acting in its sole discretion, determines that such payments would be in our best interest and in compliance with relevant legal and contractual requirements. The principal business factors that our board of directors expects to consider when determining the timing and amount of dividend payments will be our earnings, financial condition and cash requirements at the time. Currently, the principal contractual and legal restrictions on our ability to make dividend payments are those contained in our loan agreements and those created by Marshall Islands law. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent upon the payment of such dividends. We expect that our new credit facility will not prohibit us from paying
17

dividends so long as an event of default has not occurred and we are not, and after giving effect to the payment of the dividend would not be, in breach of a covenant.
        We may incur other expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends. We may also enter into new agreements or the Marshall Islands or another jurisdiction may adopt laws or regulations that place additional restrictions on our ability to pay dividends. Consequently, we cannot assure you that dividends will be paid with the frequency indicated in this prospectus or at all. If for any reason we are unable or elect not to pay dividends, the return on your investment in us may be reduced below what it would have been had such dividends been paid.
         We may not be able to grow or effectively manage our growth, which could cause us to incur additional indebtedness and other liabilities and adversely affect our business.
        A principal focus of our business strategy is to grow by expanding our business. Our future growth will depend on a number of factors, some of which we can control and some of which we cannot. These factors include our ability to:
•
identify vessels for acquisition;

•
consummate acquisitions or establish joint ventures;

•
integrate acquired vessels successfully with our existing operations;

•
expand our customer base; and

•
obtain required financing for our existing and new operations.
        Growing any business by acquisition presents numerous risks, including undisclosed liabilities and obligations, difficulty obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. Future acquisitions could result in the incurrence of additional indebtedness and liabilities that could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. In addition, competition from other buyers for vessels could reduce our acquisition opportunities or cause us to pay a higher price than we might otherwise pay. We cannot assure you that we will be successful in executing our growth plans or that we will not incur significant expenses and losses in connection with these plans.
Any issuance of additional shares of common stock could dilute your interest in our company.
        We may, from time to time, issue additional shares of common stock to support our growth strategy, reduce debt or to provide us with capital for other purposes that our board of directors believes to be in our best interest. To the extent that you do not purchase additional shares that we may issue, your interest in our company will be diluted, which means that your percentage of ownership of our company will be reduced. Following such a reduction, your common stock would represent a smaller percentage of the vote in our board of directors elections and other shareholder decisions. In addition, if additional shares are issued, depending on the circumstances, our dividends per share could be reduced.
         A decline in the market value of our vessels could lead to a default under our new credit facility and the loss of our vessels, which would adversely affect our business.
        We have entered into a binding letter of commitment with a syndicate of commercial lenders that will, subject to certain conditions, provide us with a new credit facility of up to $450 million. If the market value of our fleet declines, we may not be in compliance with certain provisions of this new credit facility, and we may not be able to refinance our debt or obtain additional financing. If we are unable to pledge additional collateral, our lenders could accelerate our debt and foreclose on our fleet. For instance, if the market value of our vessels declines below approximately 130% of the aggregate amount outstanding under the new credit facility, we will not be in compliance with certain provisions of the facility, and we may not be able to refinance our debt or obtain additional financing. The market value of our fleet is currently above the minimum market value that will initially be required by our
18

new credit facility. However, should our charter rates or vessel values materially decline in the future due to any of the reasons discussed in the risk factors set forth above or otherwise, we may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to satisfy these provisions. Events beyond our control, including changes in the economic and business conditions in the shipping industry, may affect our ability to comply with these covenants. We cannot assure you that we will satisfy all our debt covenants in the future or that our lenders will waive any failure to do so.
         We cannot assure you that we will be able to borrow amounts under our new credit facility. In addition, restrictive covenants in that credit facility may impose financial and other restrictions on us which could negatively impact our growth and adversely affect our operations.
        Our ability to borrow amounts under our new credit facility will be subject to the execution of definitive documentation relating to the facility, including security documents, the satisfaction of certain customary conditions precedent and compliance with terms and conditions included in the loan documents. Among others, it will be a condition precedent to the initial drawdown under our new credit facility that we have received at least $230 million in net cash proceeds from this offering. It will be a condition precedent to each subsequent drawdown under the facility that the aggregate amount outstanding under the facility (determined on a pro forma basis giving effect to the amount proposed to be drawn down) not be greater than 65% of the fair market value of the vessels securing borrowings under the facility. To the extent that we are not able to satisfy these requirements, we may not be able to draw down the full amount under the credit facility without obtaining a waiver or consent from the lender. In addition, the covenants in the new credit facility are expected to require us, among other things, to:
•
ensure that the fair market value of our collateral vessels is not less than 130% of our outstanding indebtedness;

•
maintain a ratio of total indebtedness to total capitalization of not more than 0.70 to 1.00 for the first five years and 0.60 to 1.00 thereafter;

•
maintain a ratio of our earnings before interest, taxes, depreciation and amortization to interest expense of not less than 2.00 to 1.00;

•
maintain working capital liquidity in an amount not less than $500,000 per vessel securing borrowings under the facility; and

•
maintain a minimum shareholder's equity of no less than 80% of our shareholder's equity at the end of the last fiscal quarter preceding the completion of this offering on a pro forma basis assuming completion of this offering.
We cannot assure you that we will be able to comply with these covenants in the future.
        Our new credit facility will impose operating and financial restrictions on us. These restrictions may limit our ability to:
•
incur additional indebtedness on satisfactory terms or at all;

•
incur liens on our assets;

•
sell our vessels or the capital stock of our subsidiaries;

•
make investments;

•
engage in mergers or acquisitions;

•
pay dividends (following an event of default or our breach of a covenant);

•
make capital expenditures;

•
compete effectively to the extent our competitors are subject to less onerous financial restrictions; and

•
change the management of our vessels or terminate or materially amend the management agreement relating to each vessel.
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Therefore, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders' interests may be different from ours, and we cannot guarantee that we will be able to obtain our lenders' permission when needed. This may prevent us from taking actions that are in our best interest and from executing our business strategy of growth through acquisitions.
         If we are unable to fund our capital expenditures, we may not be able to continue to operate some of our vessels, which would have a material adverse effect on our business and our ability to pay dividends.
        In order to fund our capital expenditures, we may be required to incur borrowings or raise capital through the sale of debt or equity securities. Our ability to borrow money and access the capital markets through future offerings may be limited by our financial condition at the time of any such offering as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain the funds for necessary future capital expenditures would limit our ability to continue to operate some of our vessels and could have a material adverse effect on our business, results of operations, financial condition and ability to pay dividends. Even if we are successful in obtaining such funds through financings, the terms of such financings could further limit our ability to pay dividends.
         We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or to make dividend payments.
        We are a holding company and our subsidiaries, which are all wholly owned by us, either directly or indirectly, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly owned subsidiaries. As a result, our ability to satisfy our financial obligations and to pay dividends to our shareholders depends on the ability of our subsidiaries to distribute funds to us. If we are unable to obtain funds from our subsidiaries, we may be unable or our board of directors may determine that is not in our best interest to pay dividends.
         Our ability to obtain additional debt financing may depend on the performance of our then existing charters and the creditworthiness of our charterers.
        The actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing at all or at a higher than anticipated cost may adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends.
         If our independent auditor is unable to provide us with an unqualified attestation report as to the adequacy of our internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002 when that requirement becomes applicable to us, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.
        Under Section 404 of the Sarbanes-Oxley Act of 2002, we will be required to include in each of our future annual reports on Form 10-K a report containing our management's assessment of the effectiveness of our internal control over financial reporting and a related attestation of our independent auditors. This requirement will first apply to us with respect to our annual report on Form 10-K for the fiscal year ending December 31, 2006. After the completion of this offering, we will undertake a comprehensive effort in preparation for compliance with Section 404. This effort will include the documentation, testing and review of our internal controls under the direction of our management. We cannot be certain at this time that all our controls will be considered effective. Therefore, we can give no assurances that our internal control over financial reporting will satisfy the new regulatory requirements when they become applicable to us. If our independent auditor is unable to provide us with an unqualified attestation report on a timely basis as required by Section 404, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.
20

         If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our fleet, our performance may be adversely affected.
        Our current financial and operating systems may not be adequate as we implement our plan to expand the size of our fleet, and our attempts to improve those systems may be ineffective. In addition, as we expand our fleet, we will have to rely on our outside technical managers to recruit suitable additional seafarers and shore-based administrative and management personnel. We cannot assure you that our outside technical managers will be able to continue to hire suitable employees as we expand our fleet.
         We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.
        Our success depends to a significant extent upon the abilities and efforts of our management team and our ability to hire and retain key members of our management team. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends. We do not intend to maintain "key man" life insurance on any of our officers. We intend to enter into employment contracts with our President, Robert Gerald Buchanan, and our Chief Financial Officer, John Wobensmith.
         We may not have adequate insurance to compensate us if we lose our vessels or to compensate others.
        We carry hull and machinery insurance, protection and indemnity insurance (which includes environmental damage and pollution insurance coverage), and war risk insurance for our fleet. We currently maintain insurance against loss of hire, which covers business interruptions that result in the loss of use of a vessel. We cannot assure you that we are adequately insured against all risks. We may not be able to obtain adequate insurance coverage for our fleet in the future.
        We cannot assure you that we will be able to renew our insurance policies on the same or commercially reasonable terms, or at all, in the future. For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A catastrophic oil spill or marine disaster could exceed our insurance coverage. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our ships failing to maintain certification with applicable maritime self-regulatory organizations. Further, we cannot assure you that our insurance policies will cover all losses that we incur, or that disputes over insurance claims will not arise with our insurance carriers. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. In addition, our insurance policies are subject to limitations and exclusions, which may increase our costs or lower our revenues.
        Any uninsured or underinsured loss may adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends.
         We are subject to funding calls by our protection and indemnity clubs, and our clubs may not have enough resources to cover claims made against them.
        We are indemnified for legal liabilities incurred while operating our vessels through membership in protection and indemnity associations, or P&I clubs. P&I clubs are mutual insurance clubs whose members must contribute to cover losses sustained by other club members. The objective of a P&I club is to provide mutual insurance based on the aggregate tonnage of a member's vessels entered into the club. Claims are paid through the aggregate premiums of all members of the club, although members remain subject to calls for additional funds if the aggregate premiums are insufficient to cover claims submitted to the club. Claims submitted to the club may include those incurred by members of the club, as well as claims submitted to the club from other P&I clubs with which our P&I club has entered into interclub agreements. We cannot assure you that the P&I clubs to which we belong will remain viable or that we will not become subject to additional funding calls which could adversely affect us.
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         We will continue to be controlled by Fleet Acquisition LLC after this offering, which may limit your ability to influence our actions.
        Assuming that the underwriters do not exercise their over-allotment option, Fleet Acquisition LLC, or Fleet Acquisition, will own 52.1% of the outstanding shares of our common stock immediately following this offering. As a result of this share ownership and for so long as Fleet Acquisition owns a significant percentage of our outstanding common stock, Fleet Acquisition will be able to influence the outcome of any shareholder vote, including the election of directors, the adoption or amendment of provisions in our articles of incorporation or bylaws and possible mergers, corporate control contests and other significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger, consolidation, takeover or other business combination involving us. This concentration of ownership could also discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our common stock.
We may have to pay tax on U.S. source income, which would reduce our earnings.
        Under the United States Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States is characterized as U.S. source shipping income and such income is subject to a 4% U.S. federal income tax without allowance for any deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury regulations promulgated thereunder in August 2003. We currently anticipate that we should be eligible to qualify for this statutory tax exemption after the offering. However, our eligibility to qualify for exemption is dependent on certain circumstances related to the ownership of our common stock which are beyond our control and on our interpretation of existing Treasury regulations, and we can therefore give no assurance that we will be eligible to qualify for exemption under Section 883 after the offering. If we are subject to the tax, from commencement of our operations through March 31, 2005 our potential tax liability in connection with U.S. source shipping income would be $10,220. Since the movement of our vessels is generally controlled by the charterers, future liability resulting from U.S. source shipping income cannot be predicted with certainty.
        In addition, changes in the Code, the Treasury regulations or the interpretation thereof by the Internal Revenue Service or the courts could adversely affect our ability to take advantage of the exemption under Section 883.
        If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries would be subject for those years to a 4% U.S. federal income tax on our U.S. source shipping income. The imposition of this tax could have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.
         U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax consequences to U.S. holders.
        A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in the Treasury Regulations. For purposes of these tests, income derived from the performance of services does not constitute "passive income." U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal
22

income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
        Based on our proposed method of operation, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute "passive income," and the assets that we own and operate in connection with the production of that income do not constitute passive assets.
        There is, however, no direct legal authority under the PFIC rules addressing our proposed method of operation. Accordingly, no assurance can be given that the U.S. Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.
        If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders will face adverse U.S. tax consequences. Under the PFIC rules, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders, as discussed below under "Tax Considerations—U.S. Federal Income Taxation of U.S. Holders"), such shareholders would be liable to pay U.S. federal income tax at the highest applicable income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common stock, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of our common stock. See "Tax Considerations—U.S. Federal Income Taxation of U.S. Holders" for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.
         Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could hurt our results of operations.
        We generate all of our revenues in U.S. dollars, but we may incur drydocking costs and special survey fees in other currencies. If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected.
         We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law and may make it more difficult for our shareholders to protect their interests.
        Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. The rights and fiduciary responsibilities of directors under the law of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions and there have been few judicial cases in the Marshall Islands interpreting the BCA. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction. For more information with respect to how shareholder rights under Marshall Islands law compares with shareholder rights under Delaware law, we refer you to our discussion under the heading "Marshall Islands Company Considerations."
23

         Provisions in our organizational documents, our credit facilities and our shareholder's rights plan make it difficult for our shareholders to replace or remove our current board of directors and could prevent, discourage or delay a merger or acquisition, which could adversely affect the market price of our common stock .
        Several provisions of our articles of incorporation and our bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of management. In addition, our articles of incorporation and bylaws contain provisions that may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable.
        These provisions include:
•
authorizing our board of directors to issue "blank check" preferred stock without shareholder approval;

•
providing for a classified board of directors with staggered, three-year terms;

•
prohibiting cumulative voting in the election of directors;

•
authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2 / 3 % of the outstanding shares of our capital stock entitled to vote for those directors or by a majority of the members of the board of directors then in office;

•
prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

•
limiting the persons who may call special meetings of shareholders; and

•
establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings.

        Our ability to enter into a merger or consolidation or to sell all or substantially all of the collateral securing our credit facility will also be restricted under the terms of our new credit facility.
        These provisions in our new credit facility, articles of incorporation and bylaws could substantially impede the ability of our shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common stock. In addition, we have entered into a shareholder rights agreement that makes it more difficult for a third party to acquire us without the support of our board of directors.
Offering Specific Risk Factors
         There is no guarantee that an active and liquid public market for our common stock will develop, which may cause shares of our common stock to trade at a discount and make it difficult to sell the shares of common stock you purchase.
        Before this offering, there has not been a public market for our common stock. A liquid trading market for our common stock may not develop. If an active, liquid trading market does not develop, you may have difficulty selling any shares of our common stock you buy. The initial public offering price will be determined in negotiations between the representatives of the underwriters and us and may not be indicative of prices that will prevail in the trading market.
        The price of our common stock after this offering may be volatile and may fluctuate due to factors such as:
•
actual or anticipated fluctuations in quarterly and annual results;

•
mergers and strategic alliances in the shipping industry;
24

•
market conditions in the shipping industry;

•
changes in government regulation;

•
shortfalls in our operating results from levels forecast by securities analysts;

•
announcements concerning us or our competitors;

•
the general state of the securities market; and

•
other developments affecting us, our industry or our competitors.
        Additionally, a lack of liquidity may result in wide bid-ask spreads, contribute to significant fluctuations in the market price of our common stock and limit the number of investors who are able to buy our common stock. The drybulk sector of the shipping industry has been highly unpredictable and volatile. The market price of our common stock may be similarly volatile. As a consequence of these factors, you may not be able to sell shares of our common stock at prices equal to or greater than those paid by you in this offering.
         You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.
        If you purchase common stock in this offering, you will pay more for your shares of common stock than the amounts paid by our existing shareholder for its shares. As a result, you will incur immediate and substantial dilution of $11.65 per share, representing the difference between the initial public offering price and our pro forma as adjusted net tangible book value per share at March 31, 2005, after giving effect to this offering. In addition, purchasers of our common stock from us in this offering will have contributed approximately 78% of the aggregate price paid by all purchasers of our common stock from us, but will own only approximately 44% of the shares outstanding after this offering. For more information, please see "Dilution."
         Future sales of shares could depress the market price for our common stock.
        Upon consummation of our offering, Fleet Acquisition will own approximately 52.1%, of our outstanding common stock, which may be resold subject to the volume, manner of sale and notice requirements of Rule 144 under the Securities Act of 1933, as amended, as a result of its status as our "affiliate." Furthermore, shares held by our present shareholder as well as our officers and directors will be subject to a 180-day lock-up agreement. Following the expiration of the lock-up, we have agreed to register the shares held by Fleet Acquisition for resale on demand by the shareholder. For more information, please see "Shares Eligible for Future Sale" and "Underwriting—Lock-up Agreements." Sales or the possibility of sales of substantial amounts of shares of our common stock by Fleet Acquisition in the public markets could adversely affect the market price of our common stock. These sales, or the perception that these sales could occur, could also adversely impact our ability to sell equity securities in the future at a time and price that we deem appropriate to raise funds through future equity offerings.
25

 
 
 FORWARD-LOOKING STATEMENTS
        Our disclosure and analysis in this prospectus concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business, include forward-looking statements. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "will," "may," "should," and similar expressions are forward-looking statements.
        Forward-looking statements in this prospectus include, but are not limited to, statements about:
•
our future operating or financial results;

•
our pending or recent acquisitions, our business strategy and our expected capital spending or operating expenses, including drydocking and insurance costs;

•
shipping market trends, including charter rates, vessel values and factors affecting supply and demand;

•
our ability to obtain additional financing;

•
our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities; and

•
our expectations of the availability of vessels to purchase, the time that it may take to construct new vessels or vessels' useful lives.
        Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully under the "Risk Factors" section of this prospectus. Any of these factors or a combination of these factors could materially affect future results of operations and the ultimate accuracy of the forward-looking statements. Factors that might cause future results to differ include, but are not limited to, the following:
•
changes in governmental rules and regulations or actions taken by regulatory authorities;

•
changes in economic and competitive conditions affecting our business;

•
potential liability from future litigation;

•
length and number of off-hire periods and dependence on third-party managers; and

•
other factors discussed under the "Risk Factors" section of this prospectus.
        You should not place undue reliance on forward-looking statements contained in this prospectus, because they are statements about events that are not certain to occur as described or at all. All forward-looking statements in this prospectus are qualified in their entirety by the cautionary statements contained in this prospectus. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.
        Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
26

 
 
 USE OF PROCEEDS
        We estimate the net proceeds to us of this offering will be approximately $249 million after deducting underwriting discounts and commissions and estimated expenses related to this offering. This estimate is based on an assumed public offering price of $25.50 per share, representing the midpoint of the price range shown on the cover of this prospectus.
        We intend to use the net proceeds of this offering to repay approximately $249 million of our indebtedness under our current credit facility.
        The indebtedness being repaid bears interest at LIBOR plus 1.375% per year until repayment of $100 million and LIBOR plus 1.250% per year thereafter, and is scheduled to mature on April 1, 2010. This indebtedness was incurred to fund, in part, the acquisition of our fleet.
        We will not receive any proceeds from the sale of shares of our common stock by the selling shareholder. See "Principal and Selling Shareholder."
27

 
 DIVIDEND POLICY
        Our policy is to declare quarterly distributions to shareholders by each February, May, August and November substantially equal to our available cash from operations during the previous quarter, less cash expenses for that quarter (principally vessel operating expenses and debt service) and any reserves our board of directors determines we should maintain. These reserves may cover, among other things, drydocking, repairs, claims, liabilities and other obligations, interest expense and debt amortization, acquisitions of additional assets and working capital. While we cannot assure you that we will do so, and subject to the limitations set forth below, we expect to declare a dividend per share of $0.54 by November 2005 (based on our operations for the third quarter of 2005). However, we may incur other expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends.
        The declaration and payment of any dividend will be subject to the discretion of our board of directors. The timing and amount of dividend payments will depend on our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of distributions to shareholders and other factors. Our board of directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors. See "Risk Factors—We cannot assure you that we will pay dividends, which could reduce the return on your investment in us and the market value of our common stock" for a discussion of the risks related to our ability to pay dividends.
        We believe that under current law, our dividend payments from earnings and profits will constitute "qualified dividend income" and, as such, will generally be subject to a 15% U.S. federal income tax rate with respect to non-corporate U.S. shareholders (through 2008). Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of a U.S. shareholder's tax basis in its common stock on a dollar-for-dollar basis and, thereafter, as capital gain. For more information about the tax consequences of payment of dividends, please read "Tax Considerations."
28

 
 
 CAPITALIZATION
        The following table sets forth our consolidated capitalization as of March 31, 2005:
•
on an actual basis after giving effect to a 27,000:1 common stock split (in the form of a stock dividend) in July 2005;

•
on an adjusted basis for subsequent events giving effect to: our incurrence of $38.3 million of long-term debt before the closing of this offering to finance purchase prices for two drybulk carriers that were delivered to us after March 31, 2005, the scheduled repayment of $20.6 million of long-term debt under our existing credit facility and an additional capital contribution of $2.7 million we received in May 2005; and

•
on a further as adjusted basis for subsequent events and this offering giving effect to the change in our indebtedness described above, our issuance and sale of 10,500,000 shares of common stock in this offering at an assumed initial public offering price of $25.50 per share (representing the midpoint of the price range shown on the cover of this prospectus) the application of the net proceeds of this offering as described under "Use of Proceeds," $87.3 million of borrowings under our new credit facility to repay the remainder of our existing indebtedness and to write off $4.2 million of deferred financing fees associated with our existing credit facility.
        You should read this table in conjunction with our consolidated financial statements and the related notes, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Use of Proceeds" included in this prospectus.

 	 	At March 31, 2005 (unaudited)
	
 	 	Actual
	 	As Adjusted for
Subsequent Events
	 	As Adjusted
for Subsequent Events
and this Offering
	
 	 	(U.S. dollars in thousands)
	
Debt:	 	 	 	 	 	 	 	 	 	
 	Current portion of long-term debt	 	$	75,857	 	$	61,875	 	$	—	
 	Total long-term debt, net of current portion	 	 	242,816	 	 	274,500	 	 	87,296	
 	 		 		 		
 	 	Total debt	 	$	318,673	 	$	336,375	 	$	87,296	
 	 		 		 		
Shareholder's equity:	 	 	 	 	 	 	 	 	 	
 	Common stock, par value $0.01; actual and as adjusted for subsequent events-100,000,000 shares authorized, 13,500,000 issued and outstanding; as adjusted for subsequent events and this offering-100,000,000 shares authorized, 24,000,000 issued and outstanding	 	$	135	 	$	135	 	$	240	
 	Paid-in capital	 	 	72,332	 	 	75,037	 	 	324,011	
 	Retained earnings	 	 	12,291	 	 	12,291	 	 	8,082	
 	 		 		 		
 	 	Total shareholder's equity	 	$	84,758	 	$	87,463	 	$	332,333	
 	 		 		 		
Total capitalization	 	$	403,431	 	$	423,838	 	$	419,629	
 	 		 		 		
29

 
 
 DILUTION
        If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering. Dilution results from the fact that the per share offering price of the common stock is in excess of the net tangible book value per share for the common stock outstanding before this offering.
        At March 31, 2005, we had net tangible book value as adjusted for subsequent events of $87.5 million, or $6.48 per share. After giving effect to our sale of 10,500,000 shares of common stock at a price of $25.50 per share, which is the midpoint of the estimated initial public offering price range of $24.00 to $27.00 per share in this offering, deducting the estimated underwriting discounts and commissions and estimated offering expenses, and assuming that the underwriters' over-allotment option is not exercised, the pro forma net tangible book value at March 31, 2005 would have been $332.3 million, or $13.85 per share. This represents an immediate appreciation in net tangible book value of $7.37 per share to our existing shareholder and an immediate dilution of net tangible book value of $11.65 per share to new investors. The following table illustrates the pro forma per share dilution and appreciation at March 31, 2005:

Initial public offering price per share	 	$	25.50	
 	 		
Net tangible book value per share, as adjusted for subsequent events, as of March 31, 2005	 	$	6.48	
 	 		
Increase in net tangible book value per share attributable to new investors in this offering	 	$	7.37	
 	 		
Pro forma net tangible book value per share after giving effect to this offering	 	$	13.85	
 	 		
Dilution per share to new investors	 	$	11.65	
 	 		
        Net tangible book value per share of our common stock is determined by dividing our tangible net worth, which consists of tangible assets less liabilities, by the number of shares of our common stock outstanding. Dilution is determined by subtracting the net tangible book value per share of common stock after this offering from the public offering price per share.
        The following table summarizes, on a pro forma basis as at March 31, 2005, the differences between the number of shares of common stock purchased in this offering from us, the total amount paid and the average price per share paid by the existing holder of shares of common stock and by you in this offering, based upon the assumed initial public offering price of $25.50 per share.

 	 	Pro Forma Shares Outstanding
	 	Total Consideration
	 	 	
 			 	Amount (in thousands)
	 	 	 	Average Price
Per Share
	
 	 	Number
	 	Percent
			 	Percent
			
Existing shareholder	 	13,500,000	 	56	%	$	75,172	 	22	%	$	5.57	
 	 		 		 		 		 		
New investors	 	10,500,000	 	44	%	$	267,750	 	78	%	$	25.50	
 	 		 		 		 		 		
 	Total	 	24,000,000	 	100	%	$	342,922	 	100	%	$	14.29	
 	 		 		 		 		 		
30

 
 
 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
         The following table sets forth our selected consolidated financial and other data. The selected consolidated financial data in the table as of and for the three months ended March 31, 2005 and as of and for the period from September 27, 2004 (date of inception) through December 31, 2004 are derived from our consolidated financial statements included in this prospectus. We refer you to the footnotes in our consolidated financial statements for a discussion of the basis on which our consolidated financial statements are presented. The following data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included in this prospectus. We were incorporated on September 27, 2004, and our operations began on December 6, 2004, with the delivery of our first vessel. Accordingly, our results of operations for the period ended December 31, 2004 do not reflect the results for a full twelve months of operation. In accordance with standard shipping industry practice, we did not obtain from the seller historical operating data for the vessels that we acquired, as that data was not material to our decision to purchase the vessels. Accordingly, we have not included any historical financial data relating to the results of operations of our vessels from the period before our acquisition of them. Please see the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Lack of Historical Operating Data for Vessels Before Their Acquisition."

 	 	As of and for the
three months ended
March 31, 2005
	 	As of and for the period
September 27, 2004
through
December 31, 2004
	 	
 	 	(U.S. dollars in thousands, except for
per share amounts)
	 	
Income Statement Data:	 	 	 	 	 	 	 	
Revenues	 	$	21,399	 	$	1,887	 	

Operating Expenses:	

 	

 	
 	
 	Voyage expenses	 	 	890	 	 	44	 	
 	Vessel operating expenses	 	 	2,016	 	 	141	 	
 	General and administrative expenses	 	 	591	 	 	140	 	
 	Depreciation	 	 	3,981	 	 	421	 	
 	 		 		 	
 	 	Total operating expenses	 	 	7,478	 	 	746	 	
 	 		 		 	
Operating income	 	 	13,921	 	 	1,141	 	

Net interest expense	

(2,537	
)	
 	
(234	
)	
 	 		 		 	
 	 	Net income	 	$	11,384	 	$	907	 	
 	 		 		 	
 	 	Earnings per share—Basic (1)	 	$	0.84	 	$	0.07	 	
 	 		 		 	
 	 	Earnings per share—Pro forma (2)	 	$	0.57	 	$	0.05	 	
 	 		 		 	
Balance Sheet Data:	 	 	 	 	 	 	 	
Cash	 	$	17,330	 	$	7,431	 	
Restricted cash	 	 	7,108	 	 	—	 	
Total assets	 	 	408,121	 	 	201,628	 	
Total debt (current and long-term)	 	 	318,673	 	 	125,766	 	
Total shareholder's equity	 	 	84,758	 	 	73,374	 	

Cash Flow Data:	

 	

 	
 	
Net cash flow provided by operating activities	 	$	17,675	 	$	2,718	 	
Net cash flow used in investing activities	 	 	(193,270	)	 	(189,414	)	
Net cash provided by financing activities	 	 	185,494	 	 	194,127	 	

EBITDA (3)	
 	
$	
17,902	
 	
$	
1,562	

(1)
Gives effect to a 27,000:1 stock split in the form of a stock dividend, which results in weighted average outstanding shares of 13,500,000 for the period.
31

(2)
Pro forma earnings per share gives effect to our issuance of 10,500,000 shares of common stock (24,000,000 shares of common stock outstanding) at an assumed offering price of $25.50 per share (representing the midpoint of the price range set forth on the cover of this prospectus), reflecting the portion of the shares of common stock sold, the proceeds of which are being used for debt repayment. Interest expense of $2,382 and $242 for the three months ended March 31, 2005 and the period ended December 31, 2004, respectively, has been removed from this calculation.

(3)
EBITDA represents net income plus net interest expense, income tax expense, depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Our management uses EBITDA as a performance measure in consolidating monthly internal financial statements and it is presented for review at our board meetings. EBITDA is also used by our lenders in certain loan covenants. For these reasons, we believe that EBITDA is a useful measure to present to our investors. EBITDA is not an item recognized by U.S. GAAP and should not be considered as an alternative to net income, operating income or any other indicator of a company's operating performance required by U.S. GAAP. EBITDA is not a source of liquidity or cash flows as shown in our consolidated statement of cash flows. The definition of EBITDA used here may not be comparable to that used by other companies.

 	 	For the
three months ended
March 31, 2005
	 	For the period
September 27, 2004
through
December 31, 2004
	
 	 	(U.S. dollars in thousands)

Net income	 	$	11,384	 	$	907	
Net interest expense	 	 	2,537	 	 	234	
Income tax expense	 	 	—	 	 	—	
Depreciation	 	 	3,981	 	 	421	
 	 		 		
 	EBITDA	 	$	17,902	 	$	1,562	
 	 		 		
32

 
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
         The following management's discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this prospectus. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, such as those set forth in the following discussion and in the sections entitled "Risk Factors" and "Forward-Looking Statements."
General
        We are a newly formed Marshall Islands company incorporated in September 2004 to transport iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Half of the vessels in our fleet are younger than six years old. Our fleet consists of five Panamax, six Handymax and five Handysize drybulk carriers, with an aggregate carrying capacity of approximately 790,000 dwt. The average age of our fleet was eight years as of March 31, 2005 as compared to the average age for the world fleet of approximately 16 years for the drybulk shipping segments in which we compete. See "The International Drybulk Shipping Industry." All of the vessels in our fleet are on time charters to reputable charterers, including Lauritzen Bulkers, Cargill, HMMC, BHP and NYK Europe. With the exception of the Genco Leader and the Genco Trader, our vessels are fixed on long-term time charters for terms greater than one year that expire (assuming the option periods in the time charters are not exercised) between August 2006 and March 2007. All of our present charters have been approved by the lenders under our current credit facility.
        We acquired our fleet of 16 drybulk carriers from a subsidiary of COFCO. All vessels were acquired free of any existing time charter. Each vessel in our fleet was delivered to us on the date specified in the following chart:

Vessel Name
	 	Delivery Date
	 	Class

Genco Reliance	
 	
12/6/04	
 	
Handysize	
Genco Glory	 	12/8/04	 	Handymax	
Genco Vigour	 	12/15/04	 	Panamax	
Genco Explorer	 	12/17/04	 	Handysize	
Genco Carrier	 	12/28/04	 	Handymax	
Genco Sugar	 	12/30/04	 	Handysize	
Genco Pioneer	 	1/4/05	 	Handysize	
Genco Progress	 	1/12/05	 	Handysize	
Genco Wisdom	 	1/13/05	 	Handymax	
Genco Success	 	1/31/05	 	Handymax	
Genco Beauty	 	2/7/05	 	Panamax	
Genco Knight	 	2/16/05	 	Panamax	
Genco Leader	 	2/16/05	 	Panamax	
Genco Marine	 	3/29/05	 	Handymax	
Genco Prosperity	 	4/4/05	 	Handymax	
Genco Trader	 	6/7/05	 	Panamax	
33

        We intend to grow our fleet through timely and selective acquisitions of vessels in a manner that is accretive to our cash flow. In connection with this growth strategy, we are negotiating a new credit facility that we will use to refinance the outstanding indebtedness under our current credit facility remaining after application of a portion of the net proceeds of this offering as described in "Use of Proceeds" above, and to acquire additional drybulk carriers that will be employed either in the spot or period charter market.
        Our management team and our other employees are responsible for the commercial and strategic management of our fleet. Commercial management includes the negotiation of charters for vessels, managing the mix of various types of charters, such as time charters and voyage charters, and monitoring the performance of our vessels under their charters. Strategic management includes locating, purchasing, financing and selling vessels. We intend to use the services of reputable independent technical managers for the technical management of our fleet. We currently contract with Wallem, an independent technical manager, to provide technical management at a lower cost than we believe would be possible in-house. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Members of our New York City-based management team oversee the activities of our independent technical manager.
        We acquired all of the vessels in our fleet from a subsidiary of COFCO, a Chinese conglomerate unrelated to us. All vessels were purchased free of charters. We understand that COFCO used the vessels while in its ownership for the carriage of its own cargoes and for cargoes of third parties which resulted in a different commercial and technical management structure from ours. Accordingly, historical financial statement information was not relevant to us when we negotiated the purchase of the 16 vessels.
Factors Affecting Our Results of Operations
        We believe that the important measures for analyzing trends in our results of operations consist of the following:
•
Ownership days .    We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

•
Available days .    We define available days as the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.

•
Operating days .    We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

•
Fleet utilization .    We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.
34

•
TCE rates .    We define TCE rates as our revenues (net of voyage expenses) divided by the number of our available days during the period, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts.

•
Daily vessel operating expenses .    We define daily vessel operating expenses to include crew wages and related costs, the cost of insurance expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period.
        The following table reflects our ownership days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the period from September 27, 2004 (date of inception) through December 31, 2004 and for the three months ended March 31, 2005. Because all of our vessels have operated on time charters, our TCE rates equal our time charter rates less any brokerage commissions paid by us to unaffiliated parties.

 	 	For the
three months ended
March 31, 2005
	 	For the period
September 27, 2004
through
December 31, 2004
	
Fleet Data:	 	 	 	 	
Ownership days	 	 	 	 	
 	Panamax	 	230.7	 	15.5	
 	Handymax	 	320.7	 	26.7	
 	Handysize	 	435.9	 	41.8	
 	 		 		
 	 	Total	 	987.3	 	84.0	
 	 		 		
Available days	 	 	 	 	
 	Panamax	 	227.6	 	15.5	
 	Handymax	 	318.5	 	26.7	
 	Handysize	 	435.0	 	41.8	
 	 		 		
 	 	Total	 	981.1	 	84.0	
 	 		 		
Operating days	 	 	 	 	
 	Panamax	 	221.5	 	15.5	
 	Handymax	 	317.2	 	26.7	
 	Handysize	 	435.0	 	41.8	
 	 		 		
 	 	Total	 	973.7	 	84.0	
 	 		 		
Fleet utilization	 	 	 	 	
 	Panamax	 	97.3%	 	100.0%	
 	Handymax	 	99.6%	 	100.0%	
 	Handysize	 	100.0%	 	100.0%	
 	 	
Fleet average	
 	
99.2%	
 	
100.0%	
35

 
 	 	For the
three months ended
March 31, 2005
	 	For the period
September 27, 2004
through
December 31, 2004
	
 	 	(U.S. dollars)
	
Average Daily Results:	 	 	 	 	 	 	
Time Charter Equivalent	 	 	 	 	 	 	
 	Panamax	 	$	28,234	 	$	41,367	
 	Handymax	 	 	20,877	 	 	18,166	
 	Handysize	 	 	17,091	 	 	17,191	
 	 	
Fleet average	

20,904	

21,960	

Daily vessel operating expenses	

 	

 	
 	Panamax	 	$	2,503	 	$	2,101	
 	Handymax	 	 	1,917	 	 	1,577	
 	Handysize	 	 	1,893	 	 	1,597	
 	 	
Fleet average	

2,042	

1,683	
Lack of Historical Operating Data for Vessels Before Their Acquisition
        Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, there is no historical financial due diligence process when we acquire vessels. We do not obtain the historical operating data for the vessels from the sellers because that information is not material to our decision to make acquisitions, nor do we believe it would be helpful to potential investors in our common stock in assessing our business or profitability. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel's classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller's technical manager and the seller is automatically terminated and the vessel's trading certificates are revoked by its flag state following a change in ownership.
        To date, we have acquired all of our vessels free of charter. Although vessels are generally acquired free of charter, we may in the future acquire some vessels with time charters. Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or free of charter) as the acquisition of an asset rather than a business. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter, and it is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer entering into a separate direct agreement with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter, because it is a separate service agreement between the vessel owner and the charterer.
        We have entered into new charter contracts with our customers that commenced upon delivery of the vessels to us. In purchasing each vessel, we were required to take the following steps before the vessel could commence operations:
•
replace all hired equipment on board, such as gas cylinders and communications equipment;
36

•
negotiate and enter into new insurance contracts for the vessel through our insurance brokers;

•
register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;

•
implement a new planned maintenance program for the vessel; and

•
assure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.
        The following discussion is intended to help you understand how acquisitions of vessels affect our business and results of operations. For a discussion of the principal factors that affect our profitability, cash flows and shareholders' return on equity, please read "—Principal Factors that Affect Our Business."
        Our business is comprised of the following main elements:
•
employment and operation of our Handysize, Handymax and Panamax drybulk carriers; and

•
management of the financial, general and administrative elements involved in the conduct of our business and ownership of our drybulk carriers.
        The employment and operation of our vessels consists of following main components:
•
vessel maintenance and repair;

•
crew selection and training;

•
vessel spares and stores supply;

•
contingency response planning;

•
onboard safety procedures auditing;

•
accounting;

•
vessel insurance arrangements;

•
vessel chartering;

•
vessel hire management;

•
vessel surveying; and

•
monitoring of vessel performance.

        The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels consists of the following main components:
•
management of our financial resources, including banking relationships, that is, administration of bank loans and bank accounts;

•
management of our accounting system and records and financial reporting;

•
administration of the legal and regulatory requirements affecting our business and assets; and

•
management of relationships with our service providers and customers.
37

Principal Factors that Affect Our Business
        The principal factors that affect our financial position, results of operations and cash flows include:
•
charter market rates, which have recently experienced historic highs, and periods of charterhire;

•
vessel operating expenses and voyage costs, which are incurred primarily in U.S. dollars;

•
depreciation expenses, which are a function of the cost of our vessels, significant vessel improvement costs and our vessels' estimated useful lives; and

•
financing costs related to our indebtedness.
        The amounts estimated below are not intended to constitute pro forma financial information within the meaning of regulations promulgated by the Securities and Exchange Commission, but in our view, have been determined on a reasonable basis, and reflect our best currently available estimates and judgements. These estimates do not represent actual results and should not be relied upon as being necessarily indicative of future results, and investors are cautioned not to place undue reliance on this information. This financial information was not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.
        This forward-looking financial information has been prepared by us, and is our responsibility. Deloitte & Touche LLP has neither examined nor compiled the accompanying prospective financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect to this forward-looking information. The Deloitte & Touche LLP report included in this prospectus relates to our historical financial information and does not extend to the forward-looking information presented below.
        You should read the following discussion together with the information contained in the table of vessel information under the heading "Business—Our Charters." The daily charter hire rates detailed in that table under "Time Charter Rate" are fixed rates and all detailed vessels are employed under time charters. Revenues from long-term charters are stable over the duration of the charter, provided there are no unexpected off-hire periods, performance claims from the charterer or charterer defaults. We cannot guarantee that actual results will be as anticipated.
        Our strategy is to employ vessels on time charters in order to generate stable cash flow over a period of time. As of March 31, 2005, the average remaining term under our existing time charters on 14 out of 16 vessels in our fleet was approximately 1.7 years with fixed charter hire rates. We carry loss of hire insurance for our fleet.
        Our total daily revenue under existing charter agreements for our 16-vessel fleet is $357,200 per day. Two of our current charters are short-term with expiration dates during July 2005. We estimate that our vessels operate 360 days per year which is a level commonly used as an industry average for modern vessels. The five days of non-operation per year are to provide for time spent in drydock and off-hire time. Should a vessel be operational for 350 days, instead of 360 days in any year, charter income for that vessel would decrease by 2.78%. An average 2.78% decrease for the vessels comprising our fleet would result in an annualized decrease of revenues (including the two current short-term charters) by $3.6 million to $125 million.
        Brokers' commissions generally range from 1.25% to 5.00% of the total daily charter hire rate.
38

        With regard to vessel operating expenses, we have entered into management agreements for each of our vessels with Wallem, our independent technical manager. In conjunction with our management, Wallem has established an operating expense budget for each vessel. These are budgets only. Any actual amounts incurred in excess of the budgeted amounts are for our account.
        The main factors that could increase vessel operating expenses are crew salaries, insurance premiums (which we arrange) spare parts orders, repairs that are not covered under insurance policies and lubricants. We estimate a cost of inflation increase in vessel operating expenses of 2% per annum. We cannot guarantee that increases in vessel operating expenses will be limited to this amount or to the hypothetical amount set forth below.
        Vessel operating expenses consist principally of crewing, consumables, spare parts, repairs and maintenance, classification society surveys and insurance. Including budgeted items provided by Wallem and insurance which we have arranged, we estimate daily operating expense for the fleet of $49,420. A hypothetical 5% increase in operating expenses would result in an annualized increase in vessel operating costs of approximately $0.9 million. Almost all of our expenses are in U.S. dollars.
Historical Operating Data
        The following discusses our operating income and net income for the fiscal year ended December 31, 2004, and for the interim period ending March 31, 2005.

 	 	As of and for the
three months ended
March 31, 2005
	 	As of and for the period
September 27, 2004
through
December 31, 2004
	 	
 	 	(U.S. dollars in thousands, except for
per share amounts)
	 	
Income Statement Data:	 	 	 	 	 	 	 	
Revenues	 	$	21,399	 	$	1,887	 	

Operating Expenses:	

 	

 	
 	
 	Voyage expenses	 	 	890	 	 	44	 	
 	Vessel operating expenses	 	 	2,016	 	 	141	 	
 	General and administrative expenses	 	 	591	 	 	140	 	
 	Depreciation	 	 	3,981	 	 	421	 	
 	 		 		 	
 	 	Total operating expenses	 	 	7,478	 	 	746	 	
 	 		 		 	
Operating income	 	 	13,921	 	 	1,141	 	

Net interest expense	

(2,537	
)	
 	
(234	
)	
 	 		 		 	
 	 	Net income	 	$	11,384	 	$	907	 	
 	 		 		 	
 	 	Earnings per share—Basic (1)	 	$	0.84	 	$	0.07	 	
 	 		 		 	
 	 	Earnings per share—Pro forma (2)	 	$	0.57	 	$	0.05	 	
 	 		 		 	
Balance Sheet Data:	 	 	 	 	 	 	 	
Cash	 	$	17,330	 	$	7,431	 	
Restricted cash	 	 	7,108	 	 	—	 	
Total assets	 	 	408,121	 	 	201,628	 	
Total debt (current and long-term)	 	 	318,673	 	 	125,766	 	
Total shareholder's equity	 	 	84,758	 	 	73,374	 	
39

 
 	 	For the
three months ended
March 31, 2005
	 	For the period
September 27, 2004
through
December 31, 2004
	 	
 	 	(U.S. dollars in thousands)

Cash Flow Data:	

 	

 	
 	
Net cash flow provided by operating activities	 	$	17,675	 	$	2,718	 	
Net cash flow used in investing activities	 	 	(193,270	)	 	(189,414	)	
Net cash provided by financing activities	 	 	185,494	 	 	194,127	 	

EBITDA (3)	
 	
$	
17,902	
 	
$	
1,562	

(1)
Gives effect to a 27,000:1 stock split in the form of a stock dividend, which results in weighted average outstanding shares of 13,500,000 for the period.

(2)
Pro forma earnings per share gives effect to our issuance of 10,500,000 shares of common stock (24,000,000 shares of common stock outstanding) at an assumed offering price of $25.50 per share (representing the midpoint of the price range set forth on the cover of this prospectus), reflecting the portion of the shares of common stock sold the proceeds of which are being used for debt repayment. Interest expense of $2,382 and $242 for the three months ended March 31, 2005 and the period ended December 31, 2004, respectively, has been removed from this calculation.

(3)
EBITDA represents net income plus net interest expense, income tax expense, depreciation and amortization. EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers. Our management uses EBITDA as a performance measure in consolidating monthly internal financial statements and it is presented for review at our board meetings. EBITDA is also used by our lenders in certain loan covenants. For these reasons, we believe that EBITDA is a useful measure to present to our investors. EBITDA is not an item recognized by U.S. GAAP and should not be considered as an alternative to net income, operating income or any other indicator of a company's operating performance required by U.S. GAAP. EBITDA is not a source of liquidity or cash flows as shown in our consolidated statement of cash flows. The definition of EBITDA used here may not be comparable to that used by other companies.

 	 	For the
three months ended
March 31, 2005
	 	For the period
September 27, 2004
through
December 31, 2004
	
 	 	(U.S. dollars in thousands)

 	

 	

 	

Net income	
 	
$	
11,384	
 	
$	
907	
Net interest expense	 	 	2,537	 	 	234	
Income tax expense	 	 	—	 	 	—	
Depreciation	 	 	3,981	 	 	421	
 	 		 		
 	EBITDA	 	$	17,902	 	$	1,562	
 	 		 		
Revenues
        Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the amount of daily charterhire rates that our vessels earn under charters, that, in turn, are affected by a number of factors, including:
•
the duration of our charters;
40

•
our decisions relating to vessel acquisitions and disposals;

•
the amount of time that we spend positioning our vessels;

•
the amount of time that our vessels spend in drydock undergoing repairs;

•
maintenance and upgrade work;

•
the age, condition and specifications of our vessels;

•
levels of supply and demand in the drybulk shipping industry; and

•
other factors affecting spot market charter rates for drybulk carriers.
        We are a newly organized company, and took delivery of our first six vessels in December 2004. The remaining ten vessels of our fleet were delivered in the first six months of 2005. The increase in the size of our fleet is expected to enable us to grow our revenues significantly and to increase our ownership, available and operating days. We believe that the relatively young age of the vessels in our fleet, combined with the effectiveness of the measures that we have undertaken to minimize periods during which our vessels are off-hire, including effective maintenance programs and experienced crew selection, should enable us to maintain relatively high vessel utilization rates.
        For the three-month period ended March 31, 2005, revenues were $21.4 million and consisted of charter payments for our vessels. The average TCE rate for our fleet was $20,904 per day compared to $21,960 for the period ended December 31, 2004. The slightly lower rate for the period ended March 31, 2005 is primarily a result of lower TCE rates for the Panamax vessels. During 2004, we had taken delivery of only one Panamax, the Genco Vigour. Before entering its initial two-year time charter with BHP at a gross rate of $29,000 per day, the vessel performed a 42-day charter with China Steel at a charter rate of $42,500 per day. This short-term time charter led to a higher average TCE rate during the period ended December 31, 2004.
        We took delivery of eight additional vessels during the period ended March 31, 2005 and had a total of 973.7 operating days. Our total fleet utilization was 99.2% compared to 100.0% in 2004. The slightly lower fleet utilization is due to unscheduled off-hire incurred from the cleaning of the Genco Beauty's holds in order to prepare it for employment under its initial two-year time charter to Cargill.
        During the period September 27, 2004 through December 31, 2004, revenues were $1.9 million, which consisted of payments made to us under our vessel charters. During the same period, we took delivery of six vessels of our fleet and had a total of 84.0 operating days. Our fleet utilization in 2004 was 100.0%.
Voyage Expenses
        We incur voyage expenses that include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on voyage charters because these expenses are for the account of the vessel owner. Currently, we do not incur port and canal charges and bunker expenses as part of our vessels' overall expenses, because all of our vessels are employed under time charters that require the charterer to bear all of those expenses.
        As is common in the shipping industry, we pay brokerage commissions ranging from 1 1 / 4 % to 5% of the total daily charterhire rate of each charter to unaffiliated ship brokers and in-house brokers associated with the charterers, depending on the number of brokers involved with arranging the
41

charter. We believe that the amounts and the structures of our commissions are consistent with industry practices.
        For the three-month period ended March 31, 2005, voyage expenses were $0.9 million and consisted primarily of brokerage commissions paid to unaffiliated parties. We expect that the amount of our total commissions will continue to grow as a result of our acquisition of additional vessels during 2005.
        Voyage expenses for the period September 27, 2004 through December 31, 2004 were $0.04 million and consisted solely of brokerage commissions paid to unaffiliated parties.
Vessel Operating Expenses
        Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses. For the three-month period ended March 31, 2005, vessel operating expenses totaled $2.0 million. The average daily vessel operating expenses for the fleet were $2,042 per day for the period ended March 31, 2005 compared to $1,683 per day for the period ended December 31, 2004. This increase is due to the delivery of eight additional vessels, including three Panamax vessels which have higher operating costs than Handymax and Handysize vessels, during the period ended March 31, 2005, combined with a longer operating period for the six vessels delivered during the period ended December 31, 2004. We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation. As such, we believe our daily vessel operating expenses for the period ended March 31, 2005 are not reflective of our future vessel operating expenses due to the short period of operations and will likely increase over a 12-month operating period.
        Based on budgets provided by Wallem, we expect our vessels to have daily vessel operating expenses during 2005 of:

Vessel Type
	 	Average Budgeted Amount
	
Panamax	 	$	3,344	
Handymax	 	 	3,035	
Handysize	 	 	2,898	
        Vessel operating expenses for the period September 27, 2004 through December 31, 2004 were $0.1 million.
        Our vessel operating expenses, which generally represent fixed costs, will increase as a result of the expansion of our fleet. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for insurance, may also cause these expenses to increase.
General and Administrative Expenses
        We incur general and administrative expenses, including fees paid to third-party technical management companies, our onshore vessel-related expenses such as legal and professional expenses, and other general vessel expenses. Our general and administrative expenses also include our payroll expenses, including those relating to our executive officers, and rent. For the three-month period ended March 31, 2005, general and administrative expenses were $0.6 million. We expect general and administrative expenses to increase as a result of the expansion of our fleet, costs related to our initial
42

public offering and the costs associated with running a public company, including the preparation of disclosure documents, legal and accounting costs, incremental director and officer liability insurance costs, director and executive compensation, and costs related to compliance with the Sarbanes-Oxley Act of 2002. General and administrative expenses were $0.1 million for the period September 27, 2004 through December 31, 2004.
Depreciation
        We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years, which we believe is common in the drybulk shipping industry. Furthermore, we estimate the residual values of our vessels to be $175 per lightweight ton, which we also believe is standard in the drybulk shipping industry. For the three-month period ended March 31, 2005, depreciation charges were $4.0 million.
        Depreciation charges were $0.4 million for the period September 27, 2004 through December 31, 2004. Our depreciation charges will increase due to the expansion of our fleet, which will also lead to an increase of operating days.
Net Interest Expense
        While we expect to use the proceeds of this offering to repay a portion of our outstanding debt, we historically have incurred interest expense and financing costs in connection with vessel-specific debt of our subsidiaries. For the three-month period ended March 31, 2005, net interest expense was $2.5 million and consisted of interest payments made under our current credit facility as well as the amortization of bank fees related to our current credit facility.
        Net interest expense was $0.2 million for the period September 27, 2004 through December 31, 2004. We expect to incur interest expense and financing costs under our new credit facility in connection with debt incurred to finance future acquisitions.
Liquidity and Capital Resources
        To date we have financed our capital requirements with cash flow from operations, equity contributions and bank debt. We have used our funds primarily to fund vessel acquisitions, regulatory compliance expenditures and the repayment of bank debt. We will require capital to fund ongoing operations, acquisitions and debt service. We anticipate that following the completion of this offering and taking into account generally expected market conditions, internally generated cash flow and borrowings under our new credit facility will be sufficient to fund the operations of our fleet, including our working capital requirements, for the next 12 to 18 months.
Cash Flow
        Net cash provided by operating activities for the three-month period ended March 31, 2005, was $17.7 million. Net cash from operating activities was primarily a result of recorded net income of $11.4 million and depreciation charges of $4.0 million. Net cash used in investing activities was $193.3 million and related solely to the acquisition of ten additional vessels. Net cash provided by financing activities was $185.5 million and consisted primarily of $192.9 million in proceeds from our current credit facility used to finance the acquisition of eight additional vessels.
        For the period ended December 31, 2004, net cash provided by operating activities was $2.7 million. Net cash from operating activities was primarily a result of deferred revenue of
43

$1.6 million and recorded net income of $0.9 million. Net cash used in investing activities for the same period was $189.4 million. The significant components of investing activities were $148.5 million for the purchase of vessels and $40.9 million for deposit on future vessels. Net cash provided by financing activities for this period was $194.1 million. The majority sources of the funding from financing activities were the proceeds of $125.8 million from the credit facility and a $72.4 million capital contribution from our shareholder, Fleet Acquisition.
Our Current Credit Facility
        In December 2004, we entered into a credit facility with a group of lenders led by Nordea Bank Finland plc and Citigroup Global Markets Limited, which provides for a borrowing limit of $357 million and a final maturity date of April 1, 2010. The credit facility was used partially to fund the acquisition of our fleet. Assuming full borrowings, the outstanding indebtedness under the facility is scheduled to be paid in eight quarterly installments of $20.6 million beginning June 1, 2005, followed by eleven quarterly installments of $7.5 million, and a final payment of $109.5 million.
        Our current credit facility bears interest at LIBOR plus 1.375% per year until $100 million has been repaid and LIBOR plus 1.250% per year thereafter.
        Our obligations under the credit facility are secured by a first priority mortgage on each of the vessels in our fleet and a first assignment of all associated freights, earnings and insurances.
        The credit facility contains financial covenants requiring us, among other things, to ensure that:
•
the aggregate market value of the vessels in our fleet that secure our obligation under the credit facility exceeds the aggregate principal amount of debt outstanding under the credit facility by 105% before the first anniversary of the initial borrowing, by 120% on or after the first anniversary and before the second anniversary, and by 135% on or after the second anniversary;

•
the earnings before interest, income taxes, depreciation and amortization to interest coverage is maintained at no less than 2.50 to 1.00;

•
the total indebtedness to total capitalization on or after January 1, 2006 and before January 1, 2007 will be no greater than 0.70 to 1.00 and thereafter will be no greater than 0.60 to 1.00; and

•
vessel charterers must be approved by the lenders under the current credit facility. All of the present charterers have been approved by the lenders.
        In addition, the terms of our current credit facility restrict our ability to make dividend payments. We are also obligated under our current credit facility to charter all vessels under a fixed rate charter for a term ending no sooner than 24 months immediately following purchase. Based on the waiver received on May 6, 2005 the charters entered into with respect to each vessel, except for the Genco Leader, shall otherwise be deemed to have complied with this criteria at the time of acquisition. On March 23, 2005, we received a waiver for the Genco Leader which extended the date to meet this criteria until April 27, 2005. We received subsequent waivers extending the date of compliance to December 31, 2005. In addition, we received a waiver in June 2005 extending the required compliance date for the Genco Trader through July 31, 2005 and a waiver in July 2005 extending the required compliance date through December 31, 2005.
        We are also obligated under our current credit facility to receive minimum funding by our sole shareholder, Fleet Acquisition, on the earlier of December 15, 2004 or the date of the delivery of our fourth vessel. After December 15, 2004 and the purchase of our fourth vessel, we were underfunded by $2.7 million by Fleet Acquisition. In May 2005, we received a waiver for the underfunding through May 31, 2005. Subsequently, Fleet Acquisition made the required capital contribution.
44

        We expect that our current credit facility will be fully repaid, using funds from this offering and from our new credit facility described below, at the close of this offering.
Our New Credit Facility
        In July 2005, we entered into a commitment letter with a syndicate of commercial lenders consisting of Nordea Bank Finland Plc, New York Branch, DnB NOR Bank ASA, New York Branch and Citigroup Global Markets Limited pursuant to which they agreed, subject to the fulfillment of certain conditions, to provide us with a new credit facility to be used to refinance our indebtedness, acquire additional vessels and for working capital requirements. Under the terms of our new credit facility, borrowings shall be used to repay indebtedness under our existing facility of approximately $87.3 million. After repayment of such indebtedness, approximately $360 million may be used to fund vessel acquisitions, and we may borrow up to $20 million of the $360 million for working capital purposes.
        The new credit facility will have a term of ten years. We will be permitted to borrow up to 65% of the value of the vessels that secure our obligations under the new credit facility up to the facility limit, provided that conditions to drawdown are satisfied. The facility limit will be $450 million for a period of six years. Thereafter the facility limit will reduce by an amount equal to 8.125% of the total commitment, semi-annually over a period of four years and reducing to $0 on the tenth anniversary.
        Our obligations under the credit facility will be secured by a first priority mortgage on each of the vessels in our fleet as well as any future vessel acquisitions pledged as collateral and funded by the new credit facility. The new credit facility will also be secured by a first priority security interest in earnings and insurance proceeds related to the collateral vessels. We may grant additional security from time to time.
        Our ability to borrow amounts under the new credit facility will be subject to customary documentation relating to the facility, including security documents, satisfactory of certain customary conditions precedent and compliance with terms and conditions included in the loan documents. It will be a condition precedent to the initial drawdown under our new credit facility that we have received at least $230 million in net cash proceeds from this offering. Before each subsequent drawdown, we will be required, among other things, to provide to the lenders acceptable valuations of the vessels in our fleet confirming that the aggregate amount outstanding under the facility (determined on a pro forma basis giving effect to the amount proposed to be drawn down) will not exceed 65% of the value of the vessels pledged as collateral. To the extent the vessels in our fleet that secure our obligations under the new credit facility are insufficient to satisfy minimum security requirements at the time of a drawdown or any time thereafter, we will be required to grant additional security or obtain a waiver or consent from the lenders. We will also not be permitted to borrow amounts under the facility, and will be required to immediately repay all amounts outstanding under the facility, if we experience a change in control.
        Interest on the amounts drawn will be payable at the rate of 0.95% per annum over LIBOR until the fifth anniversary of the closing of the new credit facility and 1.00% per annum over LIBOR thereafter. Overdue interest and principal will bear additional interest at a rate equal to 2% per annum. We will also be obligated to pay a commitment fee equal to 0.375% per annum on any undrawn amounts available under the facility.
        Under the terms of our new credit facility, we will be permitted to pay or declare dividends in accordance with the description under "Dividend Policy" and so long as no default or event of default has occurred and is continuing or would result from such declaration or payment.
45

        Please see the section of this prospectus entitled "New Credit Facility" for further information concerning our new credit facility.
Contractual Obligations
        The following table sets forth our contractual obligations and their maturity dates:

 	 	Within One
Year
	 	One to Three
Years
	 	Three to Five
Years
	 	More than
Five Years
	 	Total
	
 	 	(U.S. dollars in thousands)
	
Bank loans (1)	 	$	75,857	 	$	100,422	 	$	46,864	 	$	95,530	 	$	318,673	
Vessel purchase agreement (2)	 	$	38,989	 	 	—	 	 	—	 	 	—	 	$	38,989	

(1)
As of March 31, 2005, we had $319 million of indebtedness outstanding under loans from banks. Since March 31, 2005, we have drawn an additional $38.3 million in indebtedness as the two remaining vessels that we agreed to acquire were delivered by the seller. We intend to use approximately $249 million of the net proceeds from this offering to repay a portion of this outstanding indebtedness.

(2)
Two of the 16 vessels in our fleet were delivered after March 31, 2005. Under the applicable vessel purchase agreements, we were obligated to pay $17.4 million with respect to the Genco Trader and $21.6 million with respect to the Genco Prosperity, of which $0.7 million was funded from working capital.
Capital Expenditures
        We make capital expenditures from time to time in connection with our vessel acquisitions. Our recent vessel acquisitions consist of our fleet of five Panamax drybulk carriers, six Handymax drybulk carriers and five Handysize drybulk carriers. As of March 31, 2005, we have funded the $318.7 million balance of the purchase price for our fleet with borrowings under our current credit facility. We intend to repay these borrowings with a portion of the net proceeds from this offering and amounts borrowed under our new credit facility. It will be a condition precedent to the initial drawdown under our new credit facility that we have received at least $230 million in net cash proceeds from this offering.
        In addition to acquisitions that we may undertake in future periods, we will incur additional capital expenditures due to special surveys and drydockings. We estimate our drydocking costs for our fleet through 2007 to be:

Year
	 	Estimated Drydocking
Cost
	
 	 	(U.S. dollars in millions)
	
2005	 	$	0.3	
2006	 	 	1.7	
2007	 	 	2.1	
        We believe that the funding of these costs will be met with cash we generate from operations.
Off-balance Sheet Arrangements
        We do not have any off-balance sheet arrangements.
46

Inflation
        Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, administrative and financing costs.
Qualitative and Quantitative Market Risk
Interest Rates
        We are subject to market risks relating to changes in interest rates because we have significant amounts of floating rate debt outstanding. During 2004, we paid interest on this debt based on LIBOR plus an average spread of 1.35% on our bank loans. A 1% increase in LIBOR would have increased our interest expense for the period ended March 31, 2005 from $2.6 million to $3.2 million.
Currency and Exchange Rates
        We generate all of our revenues in U.S. dollars, but currently incur an immaterial amount of our operating expenses in currencies other than the U.S. dollar.
Critical Accounting Policies
        The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.
        Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. For a description of all our significant accounting policies, see Note 2 to our consolidated financial statements included in this prospectus.
         Revenue and Voyage Expense Recognition —Revenues are generated from time charter agreements. A time charter involves placing a vessel at the charterer's disposal for a set period of time during which the charterer may use the vessel in return for the payment by the charterer of a specified daily or monthly hire rate. In time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. Time charter revenues are recorded over the term of the charter as service is provided. Revenues are recognized on a straight-line basis as the average revenue over the term of the respective time charter agreement. Vessel operating expenses are recognized when incurred. We have no significant performance claims under our time charter agreements.
         Depreciation — We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation. We depreciate our drybulk vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard. Depreciation is based on cost less the estimated residual scrap value. We estimate the residual values of our vessels to be $175 per lightweight ton. An increase in the useful life of a drybulk vessel or in its residual value would have the effect of decreasing the annual depreciation charge and extending it into
47

later periods. A decrease in the useful life of a drybulk vessel or in its residual value would have the effect of increasing the annual depreciation charge. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, we will adjust the vessel's useful life to end at the date such regulations preclude such vessel's further commercial use.
         Impairment of Long-Lived Assets — We follow Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the asset's carrying amount. In the evaluation of the fair value and future benefits of long-lived assets, we perform an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. Various factors including future charter rates, scrap values, future drydock costs and vessel operating costs are included in this analysis.
        Through March 31, 2005, no impairment charges were recorded, based on the analysis described above.
         Deferred Drydocking Costs — Our vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. We capitalize the costs associated with drydockings as they occur and amortize these costs on a straight-line basis over the period between drydockings. Capitalized drydocking costs include actual costs incurred at the drydock yard; cost of fuel consumed between the vessel's last discharge port before the drydocking and the time the vessel leaves the drydock yard; cost of hiring riding crews to perform drydocking-related activities and cost of parts that are believed to be reasonably likely to reduce the duration or cost of the drydocking; cost of travel, lodging and subsistence of our personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee a drydocking. We believe that these criteria are consistent with U.S. GAAP guidelines and industry practice and that our policy of capitalization reflects the economics and market values of the vessels.
48

 
 THE INTERNATIONAL DRYBULK SHIPPING INDUSTRY
         The information and data in this section relating to the international drybulk shipping industry has been provided by Drewry Shipping Consultants Limited, or Drewry, and is taken from Drewry databases and other sources available in the public domain. Drewry has advised us that it accurately describes the international drybulk shipping industry, subject to the availability and reliability of the data supporting the statistical and graphical information presented. Drewry's methodologies for collecting information and data, and therefore the information discussed in this section, may differ from those of other sources, and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the drybulk shipping industry.
Drybulk Carrier Industry Overview
        The marine industry is an essential link in international trade, with ocean-going vessels representing the most efficient, and often the only method of transporting large volumes of basic commodities and finished products. In 2004, approximately 2.5 billion tons of drybulk cargo was transported by sea, comprising more than one-third of all international seaborne trade.
        Drybulk cargo is shipped in large quantities and can be easily stowed in a single hold with little risk of cargo damage. Drybulk cargo is generally categorized as either major bulk or minor bulk. Major bulk cargo constitutes the vast majority of drybulk cargo by weight, and includes, among other things, iron ore, coal and grain. Minor bulk cargo includes products such as agricultural products, mineral cargoes (including metal concentrates), cement, forest products and steel products and represents the balance of the drybulk industry.
        A comparable volume of trade involves the transport of liquids or gases in tanker vessels and includes products such as oil, refined oil products and chemicals. The breakdown of seaborne trade by main commodity type is indicated in the following table.
 
 World Seaborne Trade in 2004

 	 	Volume ( Million tons )
	 	Total (%)
	 	
All Cargo	 	 	 	 	 	
Drybulk	 	2,456	 	38.3	%	
Liquid (Oils/Gases/Chemicals)	 	2,520	 	39.8	%	
Container Cargo	 	896	 	14.1	%	
Non-Container /General Cargo	 	493	 	7.8	%	
 	 		 		 	
 	Total	 	6,365	 	100.0	%	
 	 		 		 	
Source: Drewry
49

 
 Drybulk Seaborne Trade—2004
         
Source: Drewry
        In terms of seaborne trade volumes (and the shipping ton-miles generated), the dominant influence is that of the major bulk trades, which include coal, iron ore and grains. During 2004, global seaborne trade in major bulks was 1.5 billion tons, representing 61% of total seaborne drybulk trade.
        Over the past decade, Asia has significantly increased its presence as an importer in the drybulk market. Regional growth has been varied, with China providing the fastest growth during this period. During the same period, the United States has shown an increase in drybulk imports while Japan and Western Europe experienced a decline in drybulk imports.
        Volume in the global drybulk market has increased from 1.7 billion tons to 2.5 billion tons over the past 10 years, an increase of over 40%. Total drybulk trade in 2004 amounted to over a third of the total international seaborne market.
Steel-Related Commodities
Iron Ore
        Iron ore is used as a raw material for the production of steel along with limestone and coking coal. Steel is the most important construction and engineering material in the world. In 2004, approximately 650 million tons of iron ore was exported worldwide, with the main importers being China, the European Union, Japan and South Korea. The main producers and exporters of iron ore are Australia and Brazil.
        As the figures below indicate, Chinese imports of iron ore have grown significantly in the last few years and have been a major driving force in the drybulk sector. Total iron ore imports for 2004 of 208 million tons increased by approximately 40% over 2003 import levels and have increased at a compound annual growth rate of 30% since 1999.
50

 
 Chinese Iron Ore Imports

Year
	 	Volume
( Million tons )
	
1999	 	55.3	
2000	 	70.0	
2001	 	92.5	
2002	 	111.3	
2003	 	148.2	
2004	 	208.1	

Source: Drewry	

        This growth rate in iron ore imports is matched by Chinese steel production. Over the last five years, steel production in China has grown at an average annual rate of almost 17%, compared to global production increasing by an average 5.6% per annum.
 
 Crude Steel Production

 	 	Volume
( Million tons )
	
Year
			
	 	EU
	 	Japan
	 	China
	 	Global
	
1999	 	155.8	 	94.2	 	123.7	 	803.8	
2000	 	163.3	 	106.4	 	127.2	 	847.2	
2001	 	158.5	 	102.9	 	150.9	 	850.8	
2002	 	158.1	 	107.7	 	179.7	 	901.9	
2003	 	159.5	 	110.5	 	219.3	 	963.3	
2004	 	170.0	 	112.7	 	269.3	 	1,054.1	

Source: Drewry	

 	

 	

Coking Coal
        Coal is an abundant commodity. At current production rates, coal reserves would provide approximately 200 years of supply, compared with 41 years for oil and 67 years for natural gas. In addition, coal is mined in more than 50 countries with no world dependence in any one region. Coking (metallurgical) coal is used to produce coke to feed blast furnaces in the production of steel. An increase in seaborne transportation of coking coal has been primarily driven by an increase in steel production. The increase in import activity has occurred in a number of regions. Currently, Asia and Western Europe are major importers of coking coal. Australia and Indonesia provide a significant amount of coking coal to Asia, while South Africa and the United States are major sources for Western Europe.
Steel Products
        Major importers of steel products are China, the United States and South East Asia. Major exporters of steel products are Japan, Russia and Western Europe. Handymax and Handysize vessels are typically preferred for transporting steel products. For voyages that span the Atlantic and Pacific Ocean, Handymax vessels are frequently used on shorter routes involving intra-Asian and intra-European trades.
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Steam Coal
        Steam coal is primarily used for power generation. A number of developing countries have decided to capitalize on the recent dramatic increase in oil and gas prices to build new power plants that utilize coal. This has resulted in significant growth in the steam coal trade. The most dramatic growth has occurred in China and Indonesia, both of which have increased their export capacity in the intra-Asian market. Furthermore, in the global market for steam coal, China is a major importer and Australia is the largest exporter.
        Asian coal is primarily traded in Panamax, Handymax and Handysize vessels. European countries tend to import steam coal from exporters in the Atlantic region using Panamax vessels.
        China's coal exports and imports have increased dramatically over the last five years. Its 73 million tons of exports in 2003 represented an average annual increase of 42% since its 1999 exports of 12.7 million tons, and its 2003 imports of 10.8 million tons, represented an average annual increase of 47% since the 1.6 million tons in 1999.
Grain
        Grains include wheat, coarse grains (corn, barley, oats, rye and sorghum) and oil seeds extracted from different crops such as soybeans and cottonseeds. In general, wheat is used for human consumption, while coarse grains are used as feed for livestock. Oil seeds are used to manufacture vegetable oil for human consumption or for industrial use, while their protein-rich residue is used as a raw material in animal feed.
        Total grain production is dominated by the United States. Argentina is the second largest producer followed by Canada and Australia. In terms of imports, the Asia/Pacific region (excluding Japan) ranks first, followed by Latin America, Africa and the Middle East. The principal vessel classes used in the grain trade are Panamax and Handymax.
Minor Bulks
Forest Products
        Over the past decade, seaborne transportation of forest products has increased by approximately 30 million tons. South America has increased its export market share, with an emphasis on the export of wood pulp and lumber. The emphasis on wood pulp and lumber export can be tied directly not only to the increase in wood pulp and sawmill capacity, but also to plantations that have taken advantage of their large wood reserves, which coincided with higher growth of such raw materials. The largest importers of wood products are China, Japan, the United States and Western Europe. Over the past year, trade in woodchips and wood pellets has demonstrated growth as a result of an increase in the use of wood for energy production.
        The positive trend in the transportation of wood products has benefited Handymax and Handysize vessels, which are the vessels typically employed to transport these products.
Other Minor Bulks
        The balance of drybulk trade is represented by agricultural cargoes, bauxite and alumina, fertilizers and cement. Minor bulks are typically transported by smaller vessels of less than 40,000 dwt. In 2004, total trade in minor bulks amounted to approximately 958 million tons.
Drybulk Carrier Demand
        The demand for drybulk carrier capacity is determined by the underlying demand for commodities transported in drybulk carriers, which in turn is influenced by trends in the global economy. Seaborne
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drybulk trade increased by slightly more than 2% on an average annual basis during the 1980s and 1990s. However, this rate of growth has increased dramatically in recent years. Between 1999 and 2004, trade in all drybulk commodities increased from 2.0 billion tons to 2.5 billion tons, an increase of 25% overall.

                 Drybulk Trade Development	

Source: Drewry
        Generally, growth in gross domestic product and industrial production correlates with peaks in demand for seaborne transportation. Certain economies will act from time to time as the "primary driver" of the drybulk carrier market. In the 1990s, Japan acted as the primary driver due to increased demand for seaborne trade and growth in Japanese industrial production. China has been the main driving force behind the recent increase in seaborne drybulk trades and the demand for drybulk carriers. In addition to coal and iron ore, Chinese imports of steel products have also increased sharply in the last five years, thereby creating additional demand for drybulk carriers.
        The following table illustrates China's gross domestic product growth rate compared to that of the United States and global growth during the periods indicated.

 	 	GDP Growth
	
Years
	 	China GDP Growth (%)
	 	U.S. GDP Growth (%)
	 	Global GDP Growth (%)
	
1981-1985	 	10.1	 	2.6	 	2.4	
1986-1990	 	7.8	 	2.6	 	2.8	
1991-1995	 	12.0	 	2.3	 	1.2	
1996-2000	 	8.3	 	4.1	 	3.5	
2001-2003	 	7.9	 	1.9	 	3.2	
2004	 	9.5	 	4.4	 	4.8	
Source: Drewry, Asian Development Bank
Ton-Miles
        The extent to which increases in drybulk trade have affected demand for drybulk carriers is reflected in estimates of ton-mile demand. Ton-mile demand is calculated by multiplying the volume of cargo moved on each route by the distance of the voyage. Between 1999 and 2004, ton-mile demand in the drybulk sector increased by a total of 25% to 11.5 billion ton-miles. For some commodities, there has been over the years a shift in demand due to changing trade routes. For example, the Brazil to China iron ore route became a significant trade route approximately six to eight years ago. Previously,
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the principal iron ore trade route was from Brazil to Japan. The increase in trade on the route to China has increased the demand for shipping due to the length of the voyage. Conversely, as Chinese demand has grown, there has been some shift in the sourcing of iron ore away from Atlantic sources to Pacific sources, such as Australia. However, this shift has not yet reached proportions significant enough to affect the ton-mile demand. The table below details the growth in ton-mile demand for the main drybulk commodities.
 
 Ton-Mile Demand by Commodity

 	 	Volume
( in billions )
	 	
 	 	1999
	 	2000
	 	2001
	 	2002
	 	2003
	 	2004
	 	99-04 CAGR
	 	
Iron Ore	 	2,436	 	2,713	 	2,718	 	2,927	 	3,266	 	3,516	 	7.6	%	
Coal	 	2,367	 	2,530	 	2,612	 	2,657	 	2,788	 	2,950	 	4.5	%	
Grain	 	1,138	 	1,194	 	1,260	 	1,183	 	1,156	 	1,241	 	1.7	%	
Bauxite/Alumina	 	192	 	195	 	190	 	197	 	204	 	212	 	2.0	%	
Phosrock	 	112	 	111	 	113	 	113	 	117	 	120	 	1.4	%	
Agribulks	 	434	 	424	 	440	 	436	 	441	 	453	 	0.9	%	
Forest Products	 	615	 	638	 	621	 	632	 	641	 	669	 	1.7	%	
Fertilizers	 	389	 	400	 	386	 	392	 	399	 	415	 	1.3	%	
Minerals	 	156	 	164	 	162	 	170	 	183	 	194	 	4.5	%	
Iron & Steel	 	924	 	984	 	977	 	1,033	 	1,107	 	1,225	 	5.8	%	
Manufactured Products	 	443	 	472	 	479	 	487	 	503	 	516	 	3.1	%	
 	Total Demand	 	9,205	 	9,825	 	9,958	 	10,227	 	10,805	 	11,511	 	4.6	%	
 	 		 		 		 		 		 		 	 	 	
Source: Drewry
        Drybulk carriers can be the most versatile element of the global shipping fleets in terms of employment alternatives. However, drybulk carriers seldom operate on round-trip voyages. Rather, the norm is port-to-port liner service and triangular or multi-leg voyages. This means that every voyage has a ballast leg that must be paid for by the laden or revenue earning leg. Hence, trade distances assume greater importance in the demand equation. The following map represents the major global drybulk trade routes.
 
 Major Drybulk Seaborne Trade Routes
 (2004 approximate values)

Source: Drewry
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Seasonality
        The three largest commodity drivers of the drybulk industry, iron ore, steam coal and grains, are all affected by seasonal demand fluctuations. Steam coal is linked to the energy markets and in general encounters upswings towards the end of the year in anticipation of the forthcoming winter period as power supply companies try to increase their stocks, or during hot summer periods when increased electricity demand is required for air conditioning and refrigeration purposes. Grain production is highly seasonal and driven by the harvest cycle of the northern and southern hemispheres. However, with four nations and the European Union representing the largest grain producers (the United States, Canada and the European Union in the northern hemisphere and Argentina and Australia in the southern hemisphere), harvests and crops reach seaborne markets throughout the year.
Drybulk Carrier Supply
        The worldwide drybulk carrier fleet subdivides into four vessel size categories, which are based on cargo carrying capacity.
Capesize —vessels over 80,000 dwt. While this is the traditional definition of a Capesize bulk carrier, in terms of deadweight, the sector is changing. As per the orderbook detailed below, there have been a number of new super-Panamaxes ordered, which are 82,000 dwt to 85,000 dwt, but which are able to transit the Panama Canal with a full cargo. Thus, a more modern definition of Capesize would be based on vessels over 100,000 dwt. The Capesize sector is focused on long haul iron ore and coal trade routes. Due to the size of the vessels there are only a comparatively small number of ports around the world with the infrastructure to accommodate them.
Panamax —vessels between 60,000 dwt and 80,000 dwt. Panamax vessels, defined as those with the maximum beam (width) of 32.2 metres permitted to transit the Panama Canal, carry coal, grain and, to a lesser extent, minor bulks, including steel products, forest products and fertilizers.
Handymax —vessels between 30,000 dwt and 60,000 dwt. The Handymax sector operates in a large number of geographically dispersed global trades, mainly carrying grains and minor bulks including steel products, forest products and fertilizers. Vessels less than 60,000 dwt are built with on-board cranes that enable them to load and discharge cargo in countries and ports with limited infrastructure.
Handysize— vessels up to 30,000 dwt, which carry exclusively minor bulk cargoes. Historically, the Handysize drybulk carrier sector was seen as the most versatile. Increasingly, however, this has become more of a regional trading, niche sector. The vessels are well suited for small ports with length and draft restrictions and also lacking infrastructure.
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        The supply of drybulk carriers is a function of the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss. The following chart illustrates drybulk carrier fleet development since 1990.
 
 Drybulk Carrier Fleet Development—Deliveries vs. Scrappings

         Source: Drewry
        The chart below shows drybulk carrier fleet development between 1990 and May 2005 and how the orderbook as a percentage of the fleet has fluctuated throughout this period.
 
 Drybulk Carrier Fleet and Orderbook Development

         Source: Drewry
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        The following tables illustrate the size and composition of the world drybulk carrier fleet as of May 2005.
 
 Drybulk Carrier Fleet—May 2005

 	 	Current Fleet
	 	Orderbook
	 	
 	 	No.
	 	Dwt
(Million)
	 	% of
Fleet
	 	No.
	 	Dwt
(Million)
	 	% of
Fleet
	 	
Capesize	 	689	 	110.4	 	33.2	%	250	 	37.3	 	33.8	%	
Panamax	 	1,183	 	83.9	 	25.2	%	179	 	13.5	 	16.1	%	
Handymax	 	2,242	 	94.7	 	28.5	%	364	 	17.5	 	18.5	%	
Handysize	 	1,926	 	43.6	 	13.1	%	63	 	1.4	 	3.2	%	
 	 		 		 		 		 		 		 	
Total	 	6,040	 	332.5	 	100.0	%	856	 	69.7	 	21.1	%	
 	 		 		 		 		 		 		 	
         Source: Drewry
        The 80,000 to 100,000 sector, included in the Capesize sector in the above table, includes some vessels with a Panamax design.
 
 Historical Drybulk Carrier Fleet and Orderbook 2001 to 2004

 	 	2001
	 	2002
	 	2003
	 	2004
	 	
Capesize (80,000+ dwt)	 	 	 	 	 	 	 	 	 	
No. of Vessels	 	592	 	606	 	634	 	668	 	
Dwt (in millions)	 	93.9	 	96.6	 	101.1	 	106.8	 	
Vessels as % of total fleet	 	10.4	%	10.6	%	11.0	%	11.3	%	
Vessels on order	 	70	 	89	 	129	 	217	 	
Dwt on order (millions)	 	10.9	 	14.5	 	18.9	 	33.0	 	
% of sector fleet on order	 	11.6	%	15.0	%	18.7	%	30.9	%	

Panamax (60,000 to 80,000 dwt)	

 	

 	

 	
No. of Vessels	 	1,037	 	1,078	 	1,094	 	1,150	 	
Dwt (in millions)	 	73.0	 	76.2	 	77.4	 	81.4	 	
Vessels as % of total fleet	 	18.6	%	19.1	%	19.3	%	19.4	%	
Vessels on order	 	125	 	87	 	238	 	184	 	
Dwt on order (millions)	 	9.1	 	6.1	 	16.8	 	13.7	 	
% of sector fleet on order	 	12.4	%	8.0	%	21.7	%	16.8	%	

Handymax (30,000 to 60,000 dwt)	

 	

 	

 	
No. of Vessels	 	2,002	 	2,080	 	2,126	 	2,190	 	
Dwt (in millions)	 	83.2	 	86.9	 	89.3	 	92.2	 	
Vessels as % of total fleet	 	34.6	%	35.1	%	35.8	%	37.0	%	
Vessels on order	 	231	 	200	 	238	 	363	 	
Dwt on order (millions)	 	10.7	 	9.0	 	10.6	 	17.3	 	
% of sector fleet on order	 	12.9	%	10.4	%	11.9	%	18.8	%	

Handysize (up to 30,000 dwt)	

 	

 	

 	
No. of Vessels	 	1,922	 	1,899	 	1,897	 	1,915	 	
Dwt (in millions)	 	43.7	 	43.0	 	43.0	 	43.4	 	
Vessels as % of total fleet	 	36.3	%	35.3	%	33.9	%	32.9	%	
Vessels on order	 	73	 	45	 	60	 	63	 	
Dwt on order (millions)	 	1.6	 	0.9	 	1.2	 	1.5	 	
% of sector fleet on order	 	3.7	%	2.1	%	2.8	%	3.5	%	

Total	

 	

 	

 	
No. of Vessels	 	5,553	 	5,663	 	5,751	 	5,923	 	
Dwt (in millions)	 	293.7	 	302.7	 	310.7	 	323.7	 	
Vessels on order	 	499.0	 	421.0	 	665.0	 	833.0	 	
Dwt on order (millions)	 	32.4	 	30.4	 	47.5	 	63.9	 	
% of total fleet on order	 	11.0	%	10.0	%	15.3	%	20.3	%	
         Source: Drewry
        The 80,000 dwt to 100,000 dwt sector, includes some vessels with a Panamax design (as per previous note).
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        The size of the drybulk carrier orderbook fluctuates over time and in May 2005 amounted to 69.7 million dwt, which was equivalent to 21% of the existing fleet. Most of the vessels on order will be delivered within the next two to three years.
 
 Drybulk Carrier Orderbook—May 2005

 	 	2005
	 	2006
	 	2007
	 	2008+
	 	Total
	
Size
	 	No.
	 	Dwt
(thousand)
	 	No.
	 	Dwt
(thousand)
	 	No.
	 	Dwt
(thousand)
	 	No.
	 	Dwt
(thousand)
	 	No.
	 	Dwt
(thousand)
	 	% of
fleet
	
Capesize	 	46	 	7,259	 	90	 	11,978	 	68	 	9,369	 	46	 	8,668	 	250	 	37,274	 	33.8	
Panamax	 	56	 	4,221	 	56	 	4,240	 	55	 	4,163	 	12	 	913	 	179	 	13,537	 	16.1	
Handymax	 	101	 	4,759	 	134	 	6,427	 	90	 	4,383	 	39	 	1,927	 	364	 	17,496	 	18.5	
Handysize	 	20	 	469	 	27	 	600	 	15	 	315	 	1	 	29	 	63	 	1,413	 	3.2	
 	 		 		 		 		 		 		 		 		 		 		 		
 	Total	 	223	 	16,708	 	307	 	23,245	 	228	 	18,230	 	98	 	11,537	 	856	 	69,720	 	21.0	
 	 		 		 		 		 		 		 		 		 		 		 		
         Source: Drewry
        The 80,000 dwt to 100,000 dwt sector, included in the Capesize sector in the above table, includes 68 vessels with a Panamax design (as per previous note).
        Key elements influencing the supply of drybulk carriers are vessel deliveries and the loss of existing vessels through scrapping or other circumstances requiring removal. A comparison of vessels in each category reveals that Capesize vessels have the largest percentage of current fleet on order when compared to the Panamax, Handymax and Handysize categories.
        The graph below details the age profile of the drybulk carrier fleet as at end May 2005.
 
 Drybulk Carrier Age Profile—May 2005

         Source: Drewry
        The number of ships removed from the fleet in any period is dependent upon prevailing market conditions, scrap prices in relation to current and prospective charter market conditions as well as the age profile of the existing fleet. Generally, as a vessel increases in age its operational efficiency declines due to rising maintenance requirements, to the point where it becomes unprofitable to keep the ship in operation.
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        The following table indicates the scrapping rates of drybulk carriers for the period 2001 to 2004.
 
 Drybulk Carrier Scrapping

 	 	2001
	 	2002
	 	2003
	 	2004
	 	
Capesize (80,000 dwt plus)	 	 	 	 	 	 	 	 	 	
 	Fleet size (million dwt)	 	86.9	 	89.2	 	93.6	 	104.9	 	
 	Fleet scrapped (no. of vessels)	 	3.0	 	8.0	 	2.0	 	1.0	 	
 	Fleet scrapped (million dwt)	 	0.4	 	0.9	 	0.3	 	0.1	 	
 	% of fleet scrapped	 	0.5	%	1.0	%	0.3	%	0.1	%	
Panamax (60-80,000 dwt)	 	 	 	 	 	 	 	 	 	
 	Fleet size (million dwt)	 	76.8	 	80.5	 	81.7	 	82.1	 	
 	Fleet scrapped (no. of vessels)	 	28.0	 	18.0	 	7.0	 	1.0	 	
 	Fleet scrapped (million dwt)	 	1.9	 	1.2	 	0.5	 	0.1	 	
 	% of fleet scrapped	 	2.5	%	1.5	%	0.6	%	1.1	%	
Handymax (35-60,000 dwt)	 	 	 	 	 	 	 	 	 	
 	Fleet size (million dwt)	 	79.4	 	82.6	 	85.4	 	87.8	 	
 	Fleet scrapped (no. of vessels)	 	40.0	 	25.0	 	29.0	 	0.0	 	
 	Fleet scrapped (million dwt)	 	1.5	 	0.9	 	1.1	 	0.0	 	
 	% of fleet scrapped	 	1.9	%	1.1	%	1.3	%	0.0	%	
Handysize (up to 35,000 dwt)	 	 	 	 	 	 	 	 	 	
 	Fleet size (million dwt)	 	44.2	 	43.4	 	42.0	 	41.9	 	
 	Fleet scrapped (no. of vessels)	 	62.0	 	64.0	 	25.0	 	5.0	 	
 	Fleet scrapped (million dwt)	 	1.4	 	1.6	 	0.6	 	0.1	 	
 	% of fleet scrapped	 	3.2	%	3.7	%	1.4	%	0.2	%	
Total	 	 	 	 	 	 	 	 	 	
 	Fleet size (million dwt)	 	287.3	 	295.7	 	302.7	 	316.7	 	
 	Fleet scrapped (no. of vessels)	 	133.0	 	115.0	 	63.0	 	7.0	 	
 	Fleet scrapped (million dwt)	 	5.2	 	4.7	 	2.4	 	0.3	 	
 	% of fleet scrapped	 	1.8	%	1.6	%	0.8	%	0.1	%	
         Source: Drewry
        In the last five years, the average age at which vessels in the drybulk sector have been scrapped (demolished) is 26 years. Even though there has been little variation in the age at which drybulk vessels are scrapped, many well-maintained vessels continue to trade up to 30 years or more.
        The supply of drybulk carriers is not only a result of the number of ships in service, but also the operating efficiency of the worldwide fleet. For example, port congestion, which was a feature of the market in 2004, absorbed additional tonnage and therefore tightened the underlying supply/demand balance.
        The international drybulk shipping industry is highly fragmented and is divided among state controlled and independent drybulk vessel owners. The world's active drybulk fleet consists of approximately 6,040 drybulk vessels, representing approximately 332.5 million dwt. As a general principle, the smaller the cargo-carrying capacity of a drybulk vessel, the more fragmented is its market, both with regard to charterers and vessel owners/operators. Even among the larger drybulk vessel owners and operators, whose drybulk carriers are mainly the larger vessel types, only three companies have fleets of 100 vessels or more: the Chinese Government (directly and through China Ocean Shipping and China Shipping Group) and the two largest Japanese shipping companies, Mitsui OSK Lines and Nippon Yusen Kaisha. There are no more than 30 owners with fleets of between 20 and 100 vessels. Currently, no single owner or operator exerts substantial influence in the industry, and the largest owner in each vessel class controls less than 5% of the total market dwt in that vessel class.
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        There remains significant potential for industry consolidation within each vessel type, especially in the Handysize, Handymax and Panamax sectors in which we currently operate.
 
 Drybulk Fleet Ownership Summary
(As of May 2005)

Source: Drewry
Charter Market
        Drybulk carriers are employed in the market via a number of different chartering options. The general terms typically found in these types of contracts are described below.
A " bareboat charter " involves the use of a vessel usually over longer periods of time ranging over several years. In this case all voyage related costs, including vessel fuel and port dues as well as all vessel-operating expenses such as day-to-day operations, maintenance, crewing and insurance, transfer to the charterer's account. The owner of the vessel receives monthly charter hire payments on a per-day basis and is responsible only for the payment of capital costs related to the vessel.
A " time charter " involves the use of the vessel, either for a number of months or years or for a trip between specific delivery and redelivery positions, known as a trip charter. The charterer pays all voyage-related costs. The owner of the vessel receives semi-monthly charter hire payments on a per-day basis and is responsible for the payment of all vessel operating expenses and capital costs of the vessel.
A " voyage charter " or " spot charter " involves the carriage of a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms. Most of these charters are of a single voyage nature, as trading patterns do not encourage round voyage trading. The owner of the vessel receives one payment derived by multiplying the tons of cargo loaded on board times the agreed upon freight rate expressed on a per-ton basis. The owner is responsible for the payment of all expenses including voyage, operating and capital costs of the vessel. Chartering on a single voyage or a trip charter basis may be referred to as spot chartering activity.
A " contract of affreightment " relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different ships to perform the individual sailings. Essentially it constitutes a number of voyage charters to carry a specified amount of cargo during the term of
60

the COA, which usually spans a number of years. All of the ship's operating, voyage and capital costs are borne by the ship owner. The freight rate normally is agreed on a per cargo-ton basis.
Charter Rates
        Charter hire rates paid for drybulk carriers are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role. Furthermore, the pattern seen in charter hire rates is broadly mirrored across the different charter types and between the different drybulk carrier categories. However, because demand for larger drybulk vessels is affected by the volume and pattern of trade in a relatively small number of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels. Conversely, trade in minor bulks drives demand for smaller drybulk carriers. Accordingly, charter hire rates and vessel values for those vessels are subject to less volatility.
        In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption. Short-term time charter hire rates are generally higher than long-term charter hire rates. The market benchmark tends to be a 12-month time charter hire rate, based on a vessel of five to ten years age.
        In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as delivery and redelivery regions. In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit. Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to a loading area.
        Within the drybulk shipping industry, the charter hire rate references most likely to be monitored are the freight rate indices issued by the Baltic Exchange. These references are based on actual charter hire rates under charters entered into by market participants as well as daily assessments provided to the Baltic Exchange by a panel of major shipbrokers.
 
 Time Charter Rates—12-month period, prompt delivery

         Source: Drewry
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        The preceding chart illustrates the one-year time charter rates for Handymax, Panamax and Capesize drybulk carriers between 1994 and May 2005.
        Drybulk charter hire rates for all sizes of vessel followed a similar pattern over the historical period. In 2003 and 2004, rates for all sizes of drybulk carriers strengthened appreciably to historically high levels. The driver of this dramatic upsurge in charter rates was primarily the high level of demand for raw materials imported by China. Rates in 2005 started out at slightly lower levels, but remain relatively high compared to historical levels.
        The following graph details the Baltic Panamax Index. This is a daily Index produced by the Baltic Exchange from a range of spot voyage and trip freight rates. A panel of shipbrokers determines the rates.
 
 Baltic Panamax Index

         Source: Baltic Exchange
Drybulk Carrier Prices
        Market conditions in each of the major sectors in the shipping industry—drybulk carriers, tankers and containerships—have prospered over the past 18 months. This is illustrated from the number of newbuilding resales seen in 2003 and 2004.
        This has helped trigger an upsurge in newbuilding activity across each of these fleet sectors. In addition, newbuilding demand is also strong for Liquefied Natural Gas (LNG) carriers and other specialized ship categories. Consequently, the near-term availability of newbuilding berths for vessel delivery before the end of 2007 is scarce, and after a period of stagnation, newbuilding prices for all vessel types have increased significantly, due to a combination of rising demand, shortage in berth space and rising raw material costs, especially the price of steel. The weakening of the U.S. dollar has also contributed to the recent surge in newbuilding prices, as yards protect themselves from incurring additional currency costs. The trend in indicative newbuilding prices for a series of specific vessels in each size sector is shown in the chart below.
62

 
 Drybulk Carrier Newbuilding Prices

         Source: Drewry
        The steep increase in newbuilding prices and the strength in the charter market have also affected vessel prices in the second-hand market, which have also significantly increased over the last 18 months. The table below shows the historical series for secondhand values for a five- and ten-year-old vessels in each sector of the drybulk fleet.
 
 Drybulk Carrier Secondhand Prices

         Source: Drewry
        With vessel earnings running at high levels and a dearth of available newbuilding berths, demand for ships offering early delivery has been at a premium. In some instances, the market has witnessed second-hand prices for five- and ten-year-old drybulk carriers reaching levels higher than those for comparably sized newbuildings to be delivered later in time.
63

 
 BUSINESS
        We are a newly formed New York City-based company, incorporated in the Marshall Islands. We transport iron ore, coal, grains, steel products and other drybulk cargoes along worldwide shipping routes. Our fleet consists of 16 drybulk carriers, which we acquired from a subsidiary of COFCO in December 2004 and during the first six months of 2005, with the last vessel delivered in June 2005. All of the vessels acquired in this transaction were acquired free of any existing charter. Fourteen of the 16 vessels in our fleet are on long-term time charters, with an average remaining life of 1.7 years as of March 31, 2005. Currently, the Genco Leader and the Genco Trader are on short-term time charters that are scheduled to expire in July 2005. Following expiration of their time charters, these two vessels may be employed on either the spot charter market or on long-term time charter depending on market conditions. All of our vessels in our fleet are chartered to reputable charterers, including Lauritzen Bulkers, Cargill, BHP, NYK Europe and HMMC. All of our present charterers have been approved by the lenders under our current credit facility. Due to the length and the average remaining life of our time charters, we expect these time charters to provide us with stable revenues for the next 12 to 18 months.
        We intend to grow our fleet through timely and selective acquisitions of vessels in a manner that is accretive to our cash flow. In connection with this growth strategy, we intend to use the net proceeds of this offering to repay a significant portion of our existing indebtedness. We are also negotiating a new credit facility that we expect to use to refinance our existing indebtedness and to acquire additional drybulk carriers that will be employed either in the spot or period charter market.
Our Fleet
        Our fleet consists of five Panamax, six Handymax and five Handysize drybulk carriers with an aggregate carrying capacity of approximately 790,000 dwt. As of March 31, 2005, the average age of our fleet was eight years as compared to the average age for the world fleet of approximately 16 years for the drybulk shipping segments in which we compete. See "The International Drybulk Shipping Industry." All of the vessels in our fleet were built in Japanese shipyards with a reputation for constructing high-quality vessels. Our fleet contains three groups of sister ships, which are vessels of virtually identical sizes and specifications.
        The following table summarizes information about our fleet:

Vessel Name
	 	Class
	 	Dwt
	 	Year Built
	
Genco Beauty (1)	 	Panamax	 	73,941	 	1999	
Genco Knight (1)	 	Panamax	 	73,941	 	1999	
Genco Leader (1)	 	Panamax	 	73,941	 	1999	
Genco Vigour (1)	 	Panamax	 	73,941	 	1999	
Genco Trader	 	Panamax	 	69,338	 	1990	

Genco Success (2)	
 	
Handymax	
 	
47,186	
 	
1997	
Genco Carrier (2)	 	Handymax	 	47,180	 	1998	
Genco Prosperity (2)	 	Handymax	 	47,180	 	1997	
Genco Wisdom (2)	 	Handymax	 	47,180	 	1997	
Genco Marine	 	Handymax	 	45,222	 	1996	
Genco Glory	 	Handymax	 	41,061	 	1984	

Genco Explorer (3)	
 	
Handysize	
 	
29,952	
 	
1999	
Genco Pioneer (3)	 	Handysize	 	29,952	 	1999	
Genco Progress (3)	 	Handysize	 	29,952	 	1999	
Genco Reliance (3)	 	Handysize	 	29,952	 	1999	
Genco Sugar (3)	 	Handysize	 	29,952	 	1998	

(1)
Each vessel is a sister ship of the other indicated vessels.

(2)
Each vessel is a sister ship of the other indicated vessels.

(3)
Each vessel is a sister ship of the other indicated vessels.
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Fleet Management
        Our management team and other employees are responsible for the commercial and strategic management of our fleet. Commercial management involves negotiating charters for vessels, managing the mix of various types of charters, such as time charters and voyage charters, and monitoring the performance of our vessels under their charters. Strategic management involves locating, purchasing, financing and selling vessels. Our management team is led by our President, Robert Gerald Buchanan, who has 40 years of experience in the shipping industry and most recently served as the managing director of Wallem. Mr. Buchanan has a broad range of experience in ship management operations and engineering.
        We intend to use the services of reputable independent technical managers for the technical management of our fleet. We currently contract with Wallem, an independent technical manager, for our technical management. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. However, members of our New York City-based management team oversee the activities of our independent technical manager. The head of our technical management team has over 30 years of experience in the shipping industry.
        Wallem, founded in 1971 and currently based in Hong Kong, is one of the largest ship management companies in the world. As a subsidiary of the Wallem Group, Wallem Shipmanagement is backed by over 35 years of experience in the industry. Wallem, also known worldwide for its agency network, covering all major ports in China, Hong Kong, Japan, Vietnam, Taiwan, Thailand, Malaysia, Indonesia, the Philippines and Singapore, has managed almost 800 vessels of virtually every type and trade over the past 32 years amounting to a total deadweight managed of 55 million tons. The ship management team currently consists of approximately 6,250 people that work on Wallem managed ships and in Wallem offices around the world. It currently manages over 200 vessels of all types, including approximately 80 Panamax, Handymax and Handysize drybulk carriers totaling in excess of 16 million dwt and meeting strict quality standards including SEPS, ISO 9002, ISO9001, ISO 14001, ISMA 1994/2003, ISM, OHSAS 18001 and the Green Award program.
        Under our technical management agreements, our technical manager is obligated to:
•
provide personnel to supervise the maintenance and general efficiency of our vessels;

•
arrange and supervise the maintenance of our vessels to our standards to assure that our vessels comply with applicable national and international regulations and the requirements of our vessels' classification societies;

•
select and train the crews for our vessels, including assuring that the crews have the correct certificates for the types of vessels on which they serve;

•
check the compliance of the crews' licenses with the regulations of the vessels' flag states and the International Maritime Organization, or IMO;

•
arrange the supply of spares and stores for our vessels; and

•
report expense transactions to us, and make its procurement and accounting systems available to us.
Our Competitive Strengths
        We believe that we possess a number of strengths that provide us with a competitive advantage in the drybulk shipping industry, including the following:
•
We own a modern, high-quality fleet of drybulk carriers . We have a modern fleet consisting of vessels with an average age of eight years as of March 31, 2005 as compared to the average age of approximately 16 years for the world fleet. All of our vessels were built in Japanese shipyards
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with a reputation for constructing high-quality vessels, with 13 of our vessels having been built at the Oshima S.B. Co. shipyard. We believe that owning a modern, high-quality fleet:
—
reduces operating costs and fuel consumption;

—
allows us to secure favorable financing terms by enabling lenders to feel secure with their collateral;

—
makes our fleet more reliable by reducing the likelihood of breakdowns and off-hire;

—
reduces potential liabilities by enabling us to perform charters at the agreed vessel speed; and

—
provides us with a competitive advantage in securing favorable time charters from charterers who prefer vessels that have greater fuel efficiency than older vessels and can serve with fewer interruptions due to breakdowns.

•
Our fleet includes three groups of sister ships . Sister ships can use similar spare parts, and their crews are interchangeable. We believe that maintaining a fleet that includes sister ships increases our revenue generating potential by improving our operational and scheduling flexibility and reduces costs by creating economies of scale in the maintenance, supply and crewing of our vessels. We also believe that having sister ships makes our fleet more attractive to time charterers because they can interchange cargoes among the sister ships.

•
Our Chairman and board of directors have substantial experience in the shipping industry . Peter C. Georgiopoulos, the Chairman of our board of directors, is the founder of General Maritime Corp. (NYSE: GMR), a large, publicly traded supplier of international seaborne crude oil transportation services. Mr. Georgiopoulos oversaw the growth of General Maritime from a single vessel privately owned company to a publicly traded owner and operator of 47 tankers. Including Mr. Georgiopoulos, four of the six members of our board have extensive experience in managing private and publicly traded shipping companies.

•
We have an experienced U.S.-based management team . Our management team is based in New York City and includes several executives with extensive experience in the shipping industry who have demonstrated substantial ability in managing the commercial, technical and financial aspects of our business. Our management team is led by our President, Robert Gerald Buchanan, who has 40 years of experience in the shipping industry. Mr. Buchanan has a broad range of experience in the shipping industry and most recently served as the managing direction of Wallem. Our Chief Financial Officer, John C. Wobensmith, has worked in the shipping industry for over 11 years before joining us. He has been involved in a wide range of ship finance projects both in the commercial and investment banking sectors. Our current management team has an average of over 25 years of shipping industry experience.

•
We benefit from strong relationships with members of the shipping and financial industries . We have developed strong relationships with major international charterers, shipbuilders and financial institutions that we believe are the direct result of the quality and experience of our management team. In addition, we have developed a strong relationship with Wallem, an international vessel management company with over 35 years of experience that currently manages 211 vessels with a carrying capacity totaling in excess of 16 million dwt while meeting strict quality control standards. We currently contract with Wallem for the technical management of the vessels in our fleet. We believe that these relationships will lead to greater charter opportunities for our vessels.

•
We have a strong balance sheet and will have limited indebtedness outstanding immediately after the completion of the offering . We expect to repay a significant portion of our outstanding indebtedness with the net proceeds of this offering and to have $87.3 million of outstanding debt on the closing of the offering. We expect this reduction in outstanding indebtedness, along with our new credit facility, will increase our borrowing ability, which together with the free cash flow
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from our operations, will allow us to fund future vessel acquisitions and, consistent with our strategy, will enhance our ability to make dividend payments.
•
We will maintain commercial management of our fleet in - house . We intend to retain the commercial management of our fleet in-house, thereby benefiting from the substantial experience of our management team in the shipping industry while avoiding brokerage commissions to related parties. It also serves to prevent conflicts of interest because, unlike transactions involving brokers, our employees do not have a personal financial interest in the charter contracts.
Our Business Strategy
        Our strategy is to manage and expand our fleet in a manner that enables us to pay dividends to our shareholders. To accomplish this objective, we intend to:
•
Strategically expand the size of our fleet . We intend to acquire additional modern, high-quality drybulk carriers through timely and selective acquisitions of vessels in a manner that is accretive to our cash flow. We expect to fund acquisitions of additional vessels using cash reserves set aside for this purpose and amounts borrowed under our new credit facility. In addition, we will consider future equity offerings to fund significant acquisitions.

•
Continue to operate a high-quality fleet . We intend to maintain a modern, high-quality fleet that meets or exceeds stringent industry standards and complies with charterer requirements that are required before a vessel owner can secure employment for its vessels. In addition, we intend to maintain the high quality of our existing fleet and subsequent acquisitions by maintaining, through our technical manager, a rigorous and comprehensive maintenance program, including supervision of our independent third party technical manager by our own staff. Additionally, our technical managers maintain the quality of our vessels by carrying out regular inspections, both while in port and at sea. We believe that this ongoing maintenance program can ultimately reduce periods of off-hire and increase revenues.

•
Pursue an appropriate balance of time and spot charters . With the exception of the Genco Leader and Genco Trader, all of our vessels are under long-term charters with an average remaining life of 1.7 years as of March 31, 2005. These charters provide us with relatively stable revenues and a high fleet utilization. We may in the future pursue other market opportunities for our vessels to capitalize on favorable market conditions, including arranging longer charter periods and entering into short-term time and voyage charters.

•
Maintain low-cost, highly efficient operations . We intend to outsource technical management to third-party technical managers such as Wallem at a lower cost than we could achieve by performing the function in-house. Our management team will actively monitor and control vessel operating expenses incurred by these independent technical managers by overseeing their activities. In addition, we will have our own technical staff that is able to supervise our third-party technical managers. Finally, we will maintain low-cost, highly efficient operations by capitalizing on the cost savings and economies of scale that result from operating sister ships that are able to interchange spare parts and share crews easily.

•
Capitalize on our management team's reputation . Based on our current team of professionals with an average of over 25 years of shipping industry experience, we intend to capitalize on our management team's reputation for high standards of performance, reliability and safety and maintaining relationships with major international charterers, many of whom consider the reputation of a vessel owner and operator when entering into time charters. We believe that our management team's track record improves our relationships with high-quality shipyards and financial institutions, many of which consider reputation to be an indicator of creditworthiness.
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Our Charters
        We currently employ our drybulk carriers to customers under time charters. A time charter involves the hiring of a vessel from its owner for a period of time pursuant to a contract under which the vessel owner places its ship (including its crew and equipment) at the disposal of the charterer. Under a time charter, the charterer periodically pays a fixed daily charterhire rate and bears all voyage expenses, including the cost of bunkers, port expenses and canal dues.
        Subject to any restrictions in the contract, the charterer determines the type and quantity of cargo to be carried and the ports of loading and discharging. Our vessels operate worldwide within the trading limits imposed by our insurance terms. The technical operation and navigation of the vessel at all times remains the responsibility of the vessel owner, which is generally responsible for the vessel's operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses.
        Except with respect to the time charters for the Genco Trader and the Genco Leader, each of our current time charters expires within a range of dates (for example, a minimum of 20 and maximum of 28 months following delivery), with the exact end of the time charter left unspecified to account for the uncertainty of when a vessel will complete its final voyage under the time charter. The charterer may extend the charter period by any time that the vessel is off-hire. If a vessel remains off-hire for more than 30 consecutive days, the time charter may be cancelled at the charterer's option.
        In connection with the charter of each of our vessels, we pay commissions ranging from 1 1 / 4 % to 5% of the total daily charterhire rate of each charter to unaffiliated ship brokers and to in-house ship brokers associated with the charterer, depending on the number of brokers involved with arranging the relevant charter.
        We will monitor developments in the drybulk shipping industry on a regular basis and will strategically adjust the charterhire periods for our vessels according to market conditions as they become available for charter.
        The following table sets forth information about the charters for our fleet:

Vessel
	 	Time Charter
Rate (1)
	 	Charterer
	 	Charter Expiration (2)
	
Genco Beauty	 	$	29,000	 	Cargill	 	February 2007	
Genco Knight	 	 	29,000	 	BHP	 	January 2007	
Genco Leader	 	 	27,500	(3)	Cargill	 	July 2005	
Genco Vigour	 	 	29,000	 	BHP	 	December 2006	
Genco Trader	 	 	17,350	 	STX Pan Ocean	 	July 2005	
Genco Success	 	 	23,850	 	KLC	 	January 2007	
Genco Carrier	 	 	24,000	 	DBCN, Panama	 	December 2006	
Genco Prosperity	 	 	23,000	 	DS Norden	 	March 2007	
Genco Wisdom	 	 	24,000	 	HMMC	 	January 2007	
Genco Marine	 	 	26,000	(4)	NYK Europe	 	March 2007	
Genco Glory	 	 	18,250	 	E D F Man Shipping	 	December 2006	
Genco Explorer	 	 	17,250	 	Lauritzen Bulkers	 	August 2006	
Genco Pioneer	 	 	17,250	 	Lauritzen Bulkers	 	September 2006	
Genco Progress	 	 	17,250	(5)	Lauritzen Bulkers	 	September 2006	
Genco Reliance	 	 	17,250	 	Lauritzen Bulkers	 	August 2006	
Genco Sugar	 	 	17,250	 	Lauritzen Bulkers	 	August 2006	

(1)
Time charter rates presented are the gross daily charterhire rates before the payments of brokerage commissions ranging from 1.25% to 5% to unaffiliated third parties. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents' fees and canal dues.

(2)
The dates presented on this table represent the earliest dates that our charters may be terminated. Except with respect to the Genco Trader and Genco Leader charters, under the terms of the
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contracts, charterers are entitled to extend time charters from two to four months in order to complete the vessel's final voyage plus any time the vessel has been off-hire.
(3)
Rate is $27,500 if discharge is between Singapore and Japan or $27,000 if discharge is elsewhere in Southeast Asia, that is, Indonesia, Malaysia, the Philippines or Thailand.

(4)
The time charter rate is $26,000 until March 2006 and $18,000 thereafter.

(5)
The time charter rate was $21,560 through March 2005 and $17,250 thereafter.
Our Customers
        Our assessment of a charterer's financial condition and reliability is an important factor in negotiating employment for our vessels. We generally charter our vessels to major trading houses (including commodities traders), major producers and government-owned entities rather than to more speculative or undercapitalized entities. Our customers include national, regional and international companies, such as Lauritzen Bulkers, Cargill, BHP, NYK Europe and HMMC. During the three months ended March 31, 2005, two of our charterers, Lauritzen Bulkers and BHP, each accounted for more than 10% of our revenues. All of our present charterers have been approved by the lenders under our current credit facility.
Lauritzen Bulkers Charters
        Five of our vessels, the Genco Explorer, Genco Pioneer, Genco Progress, Genco Reliance and Genco Sugar, are currently under time charter to Lauritzen Bulkers. Our charter agreements with Lauritzen Bulkers are substantially similar to one another and contain generally the same terms as described above under "—Our Charters." Each such charter has the duration and daily time charter rate as described in the chart above under "—Our Charters." In addition, these charter agreements with Lauritzen Bulkers contain the terms described below.
        Under its charters, Lauritzen Bulkers pays charterhire to us every 15 days in advance, Lauritzen Bulkers may direct where the chartered vessels load and discharge cargo, but is limited to ports that are considered to be safe and with respect to certain countries, including those subject to United Nations sanctions. Lauritzen Bulkers may also determine which types of cargoes the chartered vessels are to carry, subject to certain exclusions. Lauritzen Bulkers also has the right to lay up, or idle, the vessels.
        We are obligated to maintain the vessels and supply the crew while Lauritzen Bulkers bears the cost of bunkers (fuel oil). We agree to insure the vessels, but Lauritzen Bulkers must bear any additional war risks premiums if it sends our vessels to areas excluded from basic war risks coverage by insurance underwriters. The charters also have provisions related to off-hire, including if the vessels are arrested due to third-party claims against us or are unable to operate due to an accident, breakdown of the vessel, sickness of the crew, by reason of salvage or oil pollution and while a vessel is in drydock. Lauritzen Bulkers is not required to pay hire on a vessel while it is off-hire. In addition, the relevant time charter period may be extended at Lauritzen Bulkers option by any period that a vessel was off hire, and Lauritzen Bulkers has the option of canceling a charter if the relevant vessel is off-hire for a period of more than 30 days. Either we or Lauritzen Bulkers may cancel the charters if there is an outbreak of war between any of the United States, Russia, the United Kingdom, France or China.
        Both Lauritzen Bulkers and we represent to one another that we are signatories to the U.S. Customs Service Sea Carrier Initiative Agreement to fight drugs. There are other clauses that relate to the technical operation of the vessels, treatment of specific cargoes and our compliance with international standards governing pollution, safety and security. The Lauritzen Bulkers charters are all governed by English law and provide for London arbitration.
BHP Charters
        Two of our vessels, the Genco Beauty and Genco Vigour, are currently under time charter to BHP. Our charters with BHP are substantially similar to one another and contain generally the same terms as
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described above under "—Our Charters." Each such charter has the duration and daily time charter rate as described in the chart above under "—Our Charters."
        In addition, under its charters, BHP pays charterhire to us semimonthly in advance. BHP may direct where the chartered vessels load and discharge cargo but is limited to ports that are considered to be safe and with respect to certain countries, including those subject to United Nations sanctions. BHP may also determine which types of cargoes the chartered vessels are to carry, subject to certain exclusions. BHP also has the right to lay up, or idle, the vessels.
        We are obligated to maintain the vessels and supply the crew while BHP bears the cost of bunkers (fuel oil). We agree to insure the vessels, but BHP must bear any additional war risks premiums if it sends our vessels to areas excluded from basic war risks coverage by insurance underwriters. The charters also have provisions related to off-hire. BHP is not required to pay hire on a vessel while it is off-hire. In addition, the relevant time charter period may be extended at BHP's option by any period that a vessel was off hire, and BHP has the option of canceling a charter if the relevant vessel is off-hire for a continuous period of more than 45 days. Either we or BHP may cancel the charters if there is an outbreak of war between any of the United States, Commonwealth of Independent States, United Kingdom, France, Germany, Denmark, Japan or China.
        Under the terms of these charters, we and BHP represent that we have a policy on drug and alcohol abuse and testing. There are other clauses that relate to the technical operation of the vessels, treatment of specific cargoes and our compliance with international standards governing pollution, safety and security. The BHP charters are all governed by English law and provide for London arbitration.
Competition
        Our business fluctuates in line with the main patterns of trade of the major drybulk cargoes and varies according to changes in the supply and demand for these items. We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters on the basis of price, vessel location and size, age and condition of the vessel, as well as on our reputation as an owner and operator. We compete with other owners of drybulk carriers in the Panamax, Handymax and Handysize class sectors some of whom may also charter our vessels as customers. Ownership of drybulk carriers is highly fragmented and is divided among approximately 1,500 independent drybulk carrier owners.
Crewing and Shore Employees
        Each of our vessels is crewed primarily with 23 officers and seamen. Our technical managers are responsible for locating and retaining qualified officers for our vessels. The crewing agencies handle each seaman's training, travel and payroll, and ensure that all the seamen on our vessels have the qualifications and licenses required to comply with international regulations and shipping conventions. We typically man our vessels with more crew members than are required by the country of the vessel's flag in order to allow for the performance of routine maintenance duties.
        As of March 31, 2005, when we had 14 drybulk carriers, we employed three shore-based personnel and there were approximately 325 seagoing personnel on our vessels. As of the date of this prospectus, we employ approximately ten shore-based personnel and there are approximately 375 seagoing personnel on our vessels.
Permits and Authorizations
        We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and other authorizations with respect to our vessels. The kinds of permits, licenses, certificates and other authorizations required for each vessel depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the age of the vessel. We believe that we have all material permits, licenses,
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certificates and other authorizations necessary for the conduct of our operations. However, additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of our doing business.
Environmental and Other Regulations
        Government regulation significantly affects the ownership and operation of our vessels. We are subject to international conventions and treaties and national, state and local laws and regulations related to environmental protection and operational safety in force in the countries in which our vessels may operate or are registered.
        A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include, but are not necessarily limited to, local port authorities (U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administrations (country of registry) and charterers, particularly terminal operators, in the jurisdictions in which our vessels operate or are registered. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary authorizations could require us to incur substantial costs or temporarily suspend the operation of one or more of our vessels.
        We believe that the heightened level of environmental and operational safety concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and could accelerate the scrapping of older vessels throughout the drybulk shipping industry.
        Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international laws and regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental and health and safety laws and regulations applicable to us as of the date of this prospectus. We are unaware of any pending or threatened material litigation or other material administrative or arbitration proceedings against us based on alleged non-compliance with or liability under such laws or regulations. The risks of substantial costs, liabilities, penalties and other sanctions for the release of oil or hazardous substances into the environment or non-compliance are, however, inherent in marine operations, and there can be no assurance that significant costs, liabilities, penalties or other sanctions will not be incurred by or imposed on us in the future.
International Maritime Organization
        The IMO (the United Nations agency for maritime safety and the prevention of marine pollution by ships) has adopted the International Convention for the Prevention of Marine Pollution, 1973, as modified by the related Protocol of 1978, which has been updated through various amendments, or the "MARPOL Convention." The MARPOL Convention establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. The IMO adopted regulations that set forth pollution-prevention requirements applicable to drybulk carriers. These regulations have been adopted by over 150 nations, including many of the jurisdictions in which our vessels operate.
        The IMO has also negotiated international conventions that impose liability for oil pollution in international waters and a signatory's territorial waters. In September 1997, the IMO adopted Annex VI to the MARPOL Convention to address air pollution from ships. Annex VI was ratified in May 2004 and took effect on May 19, 2005. Annex VI set limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions. Annex VI regulations pertaining to
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nitrogen oxide emissions apply to diesel engines on vessels built on or after January 1, 2000 or diesel engines undergoing major conversions after such date. We believe that all our vessels comply in all material respects with Annex VI. Additional or new conventions, laws and regulations may be adopted that could adversely affect our business, results of operations, cash flows and financial condition.
        The IMO also has adopted the International Convention for the Safety of Life at Sea, or SOLAS Convention, which imposes a variety of standards to regulate design and operational features of ships. SOLAS Convention standards are revised periodically. We believe that all our vessels are in substantial compliance with SOLAS Convention standards.
        Under the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, promulgated by the IMO, the party with operational control of a vessel is required to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. In 1994, the ISM Code became mandatory with the adoption of Chapter IX of SOLAS.
        The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel's management with code requirements for a safety management system. No vessel can obtain a certificate unless its operator has been awarded a document of compliance, issued by each flag state, under the ISM Code. We believe that we have all material requisite documents of compliance for our offices and safety management certificates for the vessels in our fleet for which certificates are required by the IMO. We review these compliance and safety management certificates annually.
        Noncompliance with the ISM Code and other IMO regulations may subject the ship owner to liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. For example, the U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and European Union ports. As of the date of this prospectus, each of our vessels is ISM Code-certified. However, there can be no assurance that such certificates will be maintained.
        Many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended. Under this convention and depending on whether the country in which the damage results is a party to the 1992 Protocol to the International Convention on Civil Liability for Oil Pollution Damage, a vessel's registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. Under an amendment to the 1992 Protocol that became effective on November 1, 2003, for vessels of 5,000 to 140,000 gross tons (a unit of measurement for the total enclosed spaces within a vessel) liability will be limited to approximately $6.9 million plus $962.24 for each additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability will be limited to approximately $136.9 million. As the convention calculates liability in terms of a basket of currencies, these figures are based on currency exchange rates on January 19, 2005. Under the 1969 Convention, the right to limit liability is forfeited where the spill is caused by the owner's actual fault. Under the 1992 Protocol, a ship owner cannot limit liability where the spill is caused by the owner's intentional or reckless conduct. Vessels trading in jurisdictions that are parties to these conventions must provide evidence of insurance covering the liability of the owner. In jurisdictions where the International Convention on Civil Liability for Oil Pollution Damage has not been adopted (such as the United States), various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to that convention. We believe that our protection and indemnity insurance will cover the liability under the plan.
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The United States Oil Pollution Act of 1990 and Comprehensive Environmental Response, Compensation and Liability Act
        The United States Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all owners and operators whose vessels trade in the United States, its territories and possessions or whose vessels operate in U.S. waters, which includes U.S. territorial sea and its 200 nautical mile exclusive economic zone. The United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances other than oil, whether on land or at sea. Both OPA and CERCLA impact our operations.
        Under OPA, vessel owners, operators and bareboat charterers are "responsible parties" and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and cleanup costs and other damages arising from discharges or threatened discharges of oil from their vessels. OPA defines these other damages broadly to include:
•
natural resources damage and the costs of assessment thereof;

•
real and personal property damage;

•
net loss of taxes, royalties, rents, fees and other lost revenues;

•
lost profits or impairment of earning capacity due to property or natural resources damage; and

•
net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards; and

•
loss of subsistence use of natural resources.
        OPA limits the liability of responsible parties to the greater of $600 per gross ton or $0.5 million per drybulk vessel that is over 300 gross tons (subject to possible adjustment for inflation). CERCLA, which applies to owners and operators of vessels, contains a similar liability regime and provides for cleanup, removal and natural resource damages. Liability under CERCLA is limited to the greater of $300 per gross ton or $5 million. These limits of liability do not apply if an incident was directly caused by violation of applicable U.S. federal safety, construction or operating regulations or by a responsible party's gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.
        We currently maintain pollution liability insurance coverage in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation.
        OPA requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under OPA. In December 1994, the U.S. Coast Guard implemented regulations requiring evidence of financial responsibility in the amount of $1,500 per gross ton, which includes the OPA limitation on liability of $1,200 per gross ton and the CERCLA liability limit of $300 per gross ton. Under those regulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance or guaranty. Under OPA, an owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessels in the fleet having the greatest maximum liability under OPA.
        The U.S. Coast Guard regulations concerning certificates of financial responsibility provide, in accordance with OPA, that claimants may bring suit directly against an insurer or guarantor that furnishes certificates of financial responsibility. If such an insurer or guarantor is sued directly, it is prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to asserting those defenses available to the responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. Certain organizations, which had typically provided certificates of financial responsibility under pre-OPA laws, including the major
73

protection and indemnity organizations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance policy defenses.
        The U.S. Coast Guard's financial responsibility regulations may also be satisfied by evidence of surety bond, guaranty or by self-insurance. Under the self-insurance provisions, the ship owner or operator must have a net worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. We have complied with the U.S. Coast Guard regulations by providing certificates of responsibility from third-party entities that are acceptable to the U.S. Coast Guard evidencing sufficient self-insurance.
        OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states which have enacted such legislation have not yet issued implementing regulations defining vessels owners' responsibilities under these laws. We believe that we are in substantial compliance with all applicable existing state requirements. In addition, we intend to comply with all future applicable state regulations in the ports where our vessels call.
        We manage our exposure to losses through the operation of well-maintained, well-managed, and well-equipped vessels, and the development and implementation of safety and environmental programs, including a maritime compliance program and our insurance program. We believe that we will be able to accommodate reasonably foreseeable environmental regulatory changes. However, there can be no assurance that any new regulations or requirements will not have a material adverse effect on us.
Other Environmental Initiatives
        The European Union is considering legislation that will affect the operation of vessels and the liability of owners and operators for oil pollution. It is difficult to predict what legislation, if any, may be promulgated by the European Union or any other country or authority.
        The United States Clean Water Act or CWA, prohibits the discharge of oil or hazardous substances into navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages. The CWA complements the remedies available under the more recent OPA and CERCLA, discussed above. A recent U.S. federal court decision could result in a requirement for vessels to obtain CWA permits for the discharge of ballast water in U.S. ports. Currently, under U.S. Environmental Protection Agency, or EPA, regulations, vessels are exempt from this permit requirement. However, in Northwest Environmental Advocates v. EPA, N.D. Cal., No. 03-05760 SI, March 31, 2005, the U.S. District Court for the Northern District of California ordered EPA to repeal the exemption. Under the court's ruling, owners and operators of vessels visiting U.S. ports would be required to comply with the CWA permitting program or face penalties. Although EPA will likely appeal this decision, if the exemption is repealed, we will incur certain costs to obtain CWA permits for our vessels. While we do not believe that the costs associated with obtaining such permits would be material, it is difficult to predict the overall impact of CWA permitting requirements on the drybulk shipping industry.
        The United States National Invasive Species Act, or NISA, was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. ports through ballast water taken on by ships in foreign ports. NISA established a ballast water management program for ships entering U.S. waters. Under NISA, mid-ocean ballast water exchange is voluntary, except for ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope crude oil. However, NISA's reporting and record-keeping requirements are mandatory for vessels bound for any port in the United States. Although ballast water exchange is the primary means of compliance with the act's guidelines, compliance can also be achieved through the retention of ballast water on
74

board the ship, or the use of environmentally sound alternative ballast water management methods approved by the U.S. Coast Guard. If the mid-ocean ballast exchange is made mandatory throughout the United States, or if water treatment requirements or options are instituted, the cost of compliance could increase for ocean carriers. Although we do not believe that the costs of compliance with a mandatory mid-ocean ballast exchange would be material, it is difficult to predict the overall impact of such a requirement on the drybulk shipping industry.
        Our operations occasionally generate and require the transportation, treatment and disposal of both hazardous and non-hazardous solid wastes that are subject to the requirements of the U.S. Resource Conservation and Recovery Act, or RCRA, or comparable state, local or foreign requirements. In addition, from time to time we arrange for the disposal of hazardous waste or hazardous substances at offsite disposal facilities. If such materials are improperly disposed of by third parties, we might still be liable for clean up costs under applicable laws.
Vessel Security Regulations
        Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the United States Maritime Transportation Security Act of 2002, or the MTSA, came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the SOLAS Convention, created a new chapter of the convention dealing specifically with maritime security. The new chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security Code, or ISPS Code. Among the various requirements are:
•
on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;

•
on-board installation of ship security alert systems;

•
the development of vessel security plans; and

•
compliance with flag state security certification requirements.
        The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid International Ship Security Certificate that attests to the vessel's compliance with SOLAS Convention security requirements and the ISPS Code. We have implemented the various security measures addressed by the MTSA, SOLAS Convention and the ISPS Code.
Inspection by Classification Societies
        Every seagoing vessel must be "classed" by a classification society. The classification society certifies that the vessel is "in class," signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel's country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.
        The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.
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        For maintenance of class certification, regular and extraordinary surveys of hull, machinery (including the electrical plant) and any special equipment classed are required to be performed as follows:
•
Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant and where applicable for special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate.

•
Intermediate Surveys. Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey.

•
Class Renewal Surveys. Class renewal surveys, also known as special surveys, are carried out for the ship's hull, machinery (including the electrical plant) and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey, the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, a ship owner has the option of arranging with the classification society for the vessel's hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. At an owner's application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal.
        All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
        Most vessels are also drydocked every 30 to 36 months for inspection of the underwater parts and for repairs related to inspections. If any defects are found, the classification surveyor will issue a "recommendation" which must be rectified by the ship owner within prescribed time limits.
        Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as "in class" by a classification society which is a member of the International Association of Classification Societies. All the vessels in our fleet are certified as being "in class" by ABS American Bureau of Shipping, Lloyds Register of Shipping, Nippon Kaiji Kyokai (NKClass) or China Classification Society. The additional vessels that we have agreed to purchase must be certified before their delivery under our purchase contracts. If the vessel is not certified on the date of closing, we have no obligation to take delivery of the vessel.
Risk of Loss and Liability Insurance
General
        The operation of any drybulk vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon owners, operators and demise charterers of vessels trading in the U.S.-exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the U.S. market.
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        While we maintain hull and machinery insurance, war risks insurance, protection and indemnity cover, and freight, demurrage and defense cover and loss of hire insurance for our fleet in amounts that we believe to be prudent to cover normal risks in our operations, we may not be able to achieve or maintain this level of coverage throughout a vessel's useful life. Furthermore, while we believe that our present insurance coverage is adequate, not all risks can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates.
Hull and Machinery and War Risks Insurance
        We maintain marine hull and machinery and war risks insurance, which covers the risk of actual or constructive total loss, for all of our vessels. Our vessels are each covered up to at least fair market value with deductibles of $60,000 per vessel per incident for Genco Glory and our Handysize vessels and $75,000 per vessel per incident for the rest of our fleet.
Protection and Indemnity Insurance
        Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which insure our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses resulting from the injury or death of crew, passengers and other third parties, the loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or "clubs." Subject to the "capping" discussed below, our coverage, except for pollution, is unlimited.
        Our current protection and indemnity insurance coverage for pollution is $1 billion per vessel per incident. The 14 P&I Associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on the group's claim records as well as the claim records of all other members of the individual associations and members of the pool of P&I Associations comprising the International Group.
Loss of Hire Insurance
        We maintain loss of hire insurance which covers business interruptions and related losses that result from the loss of use of a vessel. Our loss of hire insurance has a 14-day deductible and provides claim coverage for up to 90 days.
Legal Proceedings
        We have not been involved in any legal proceedings which we believe are likely to have, or have had a significant effect on our business, financial position, results of operations or liquidity, nor are we aware of any proceedings that are pending or threatened which we believe are likely to have a significant effect on our business, financial position, results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.
Properties
        We do not own any real property. As of June 2005, we lease an office of 10,000 square feet at 35 West 56 th Street, New York, New York, at a monthly rate of $55,000 on a month-to-month basis.
Exchange Controls
        Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common stock. However, we cannot assure you that the Marshall Islands will not enact restrictions on the export or import of capital in the future.
77

 
 NEW CREDIT FACILITY
        In July 2005, we entered into a commitment letter with a syndicate of commercial lenders consisting of Nordea Bank Finland Plc, New York Branch, DnB NOR Bank ASA, New York Branch and Citigroup Global Markets Limited pursuant to which, subject to the fulfillment of certain conditions, they will provide us with a new credit facility that will be used to refinance existing indebtedness, to fund future vessel acquisitions and for working capital requirements.
        The new credit facility will have a term of ten years. We will be permitted to borrow up to the entire principal amount to refinance existing indebtedness and to fund future vessel acquisitions, and up to $20 million for working capital purposes. The facility limit will be $450 million for a period of six years from the date of the loan agreement. Thereafter the facility limit will reduce by an amount equal to 8.125% of the total committment, semi-annually over a period of four years and reducing to $0 on the tenth anniversary.
        Our obligations under the new credit facility will be secured by a first priority mortgage on each of the vessels in our fleet and such other vessels pledged as collateral that we may from time to time include with the approval of our lenders as well as a first assignment of all associated freights, earnings and insurances. We may grant additional security from time to time.
        Our ability to borrow amounts under the credit facility will be subject to the execution of customary documentation relating to the facility, including security documents, satisfaction of certain customary conditions precedent and compliance with terms and conditions included in the loan documents. It will be a condition precedent to the initial drawdown under our new credit facility that we have received at least $230 million in net cash proceeds from this offering. Before each subsequent drawdown, we will be required, among other things, to provide to the lenders acceptable valuations of the vessels in our fleet confirming that the aggregate amount outstanding under the facility (determined on a pro forma basis giving effect to the amount proposed to be drawn down) will not exceed 65% of the value of the vessels pledged as collateral. To the extent that the vessels in our fleet that secure our obligations under the new credit facility are insufficient to satisfy minimum security requirements at the time of a drawdown or any time thereafter, we will be required to grant additional security or obtain a waiver or consent from our lenders. We will also not be permitted to borrow amounts under the facility, and will be required to immediately repay all amounts outstanding under the facility, if we undergo a change in control.
        Interest on the amounts drawn will be payable at the rate of 0.95% per annum over LIBOR until the fifth anniversary of the closing of the new credit facility and 1.00% per annum over LIBOR thereafter. Overdue interest and principal will bear interest at a rate equal to 2% per annum above the otherwise applicable rate. We will also be obligated to pay a commitment fee equal to 0.375% per annum on any undrawn amounts available under the facility.
        Under the terms of our new credit facility, we will be permitted to pay or declare dividends in accordance with the description under "Dividend Policy" and so long as no default or event of default has occurred and is continuing or would result from such declaration or payment.
        The covenants in our new credit facility will require us, among other things, to:
•
ensure that the fair market value of our collateral vessels is not less than 130% of our outstanding indebtedness;

•
maintain a ratio of total indebtedness to total capitalization of not more than 0.70 to 1.00 for the first five years and 0.60 to 1.00 thereafter;

•
maintain a ratio of our earnings before interest, taxes, depreciation and amortization to interest expense of not less than 2.00 to 1.00;

•
maintain working capital liquidity in an amount not less than $500,000 per vessel securing borrowings under the facility; and

•
maintain a minimum shareholders' equity of no less than 80% of our shareholder's equity at the end of the last fiscal quarter preceding the completion of this offering on a pro forma basis assuming completion of this offering.
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 MANAGEMENT
Directors and Executive Officers
        Set forth below are the names, ages (as of June 1, 2005) and positions of our directors and executive officers. Our board of directors is elected annually on a staggered basis, and each director elected holds office for a three-year term. Officers are appointed from time to time by our board of directors and hold office until a successor is appointed or their employment is terminated.

Name
	 	Age
	 	Position
	
Peter C. Georgiopoulos	 	44	 	Class III Director and Chairman	
Robert Gerald Buchanan	 	56	 	President	
John C. Wobensmith	 	35	 	Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer	
Stephen A. Kaplan*	 	46	 	Class III Director	
Nathaniel C. A. Kramer*	 	44	 	Class II Director	
Mark F. Polzin*	 	59	 	Class II Director	
Rear Admiral Robert C. North, USCG (ret.)*	 	61	 	Class I Director	
Basil G. Mavroleon*	 	58	 	Class I Director	

*
Have agreed to serve on our board of directors effective on the closing of the offering.
        The term of our Class I directors expires in 2006, the term of our Class II directors expires in 2007 and the term of our Class III directors expires in 2008. Our Class I, Class II and one of our Class III directors have agreed to serve as directors effective as of the closing of this offering.
        The business address of each officer and director is the address of our principal executive offices, which are located at 35 West 56 th Street, New York, New York 10019.
        Biographical information with respect to each of our directors and executive officers is set forth below.
         Peter C. Georgiopoulos has served as Chairman and as a member of our Board of Directors since our inception. Since 1997, Peter C. Georgiopoulos served as Chairman and CEO of General Maritime Corporation, a company he founded. Under the leadership of Mr. Georgiopoulos, General Maritime Corporation, grew from a single ship ownership company to what today ranks as the second largest midsize oil tanker company in the world. From 1991 to 1997, he was the principal of Maritime Equity Management a ship-owning and investment company that he founded in 1991. From 1990 to 1991, he was affiliated with Mallory Jones Lynch & Associates, an oil tanker brokerage firm. From 1987 to 1990, Mr. Georgiopoulos was an investment banker at Drexel Burnham Lambert. Before entering the investment banking business, he had extensive experience in the sale, purchase and chartering of vessels while working for shipowners in New York and Piraeus, Greece. Mr. Georgiopoulos is a member of the American Bureau of Shipping. He holds an MBA from Dartmouth College.
         Robert Gerald Buchanan serves as our President. Mr. Buchanan has 40 years of shipping experience, holding various senior operating, engineering and management positions. Before joining our company, Mr. Buchanan spent eight years as a Managing Director of Wallem, a leading technical management company. As the senior executive at Wallem, Mr. Buchanan was responsible for the safe and efficient operations of close to 200 vessels, as well as management of approximately 500 onshore and seagoing staff. From 1990 to 1996, Mr. Buchanan was Technical Director of Canada Steamships Lines of Montreal, overseeing a fleet of bulk carriers. Before this, Mr. Buchanan managed an oceanographic research vessel for NATO from 1986 to 1990, was Superintendent Engineer of Denholm Ship Management's United Kingdom office from 1982 to 1986, and Chief Engineer of Denholm Ship Management from 1969 to 1982. Mr. Buchanan was educated at Glasgow Nautical College and obtained a First Class Engineers license for the both steam and motor ships. Among his industry affiliations, Mr. Buchanan was a member of the International Committee for Gard Protection & Indemnity Association.
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         John C. Wobensmith serves as our Chief Financial Officer and Principal Accounting Officer and is responsible for overseeing our accounting and financial matters. Mr. Wobensmith has over 11 years of experience in the shipping industry, with a concentration in shipping finance. Before becoming our Chief Financial Officer, Mr. Wobensmith served as a Senior Vice President with American Marine Advisors, Inc., an investment bank focused on the shipping industry. While at American Marine Advisors, Inc., Mr. Wobensmith was involved in mergers and acquisitions, equity fund management, debt placement and equity placement in the shipping industry. From 1993 through 2000, he worked in the international maritime lending group of The First National Bank of Maryland serving as a Vice President from 1998. He has a bachelors degree in economics from St. Mary's College of Maryland, and holds the Chartered Financial Analyst designation.
         Stephen A. Kaplan has agreed to serve on our board of directors effective on the closing of the offering. From 2001 to the present, he has served as a director of General Maritime. Since 1995, Mr. Kaplan has been a principal of Oaktree Capital Management, LLC, a private investment management firm, where he co-manages Oaktree's Principal Activities Group which invests in majority and significant minority positions in both private and public companies. Mr. Kaplan currently has in excess of $3.5 billion in assets under his management. Since 1993, he has served as portfolio manager of all of Oaktree's Principal Opportunities Funds, including OCM Principal Opportunities III Fund, L.P. and OCM Principal Opportunities Fund IIIA, L.P., which collectively owns approximately 66.5% of Fleet Acquisition, our sole shareholder. From 1993 to 1995, Mr. Kaplan was a Managing Director of Trust Company of the West. Before joining the Trust Company of the West, Mr. Kaplan was a partner of the law firm of Gibson, Dunn & Crutcher. Mr. Kaplan currently serves as a director of numerous private and public companies.
         Nathaniel C. A. Kramer has agreed to serve on our board of directors effective on the closing of the offering. Mr. Kramer is a principal at Mercantile Capital Group LLC, a private equity firm with offices in New York and Chicago, and Managing Director of his firm's New York office from 1999 to present. He brings over 20 years of investment experience in both the public and private capital markets. He started his career with Allen and Company, a private equity firm, and recently served as its Vice President. Mr. Kramer has led investments in a wide range of industries including telecommunications, wireless infrastructure, waste management, data communications, B2B commerce and Internet infrastructure sectors. Mr. Kramer also serves on the boards of MoveOnIn, Inc. and Environmental Asset Management.
         Mark F. Polzin has agreed to serve on our board of directors effective on the closing of the offering. Since 1995, Mr. Polzin has served as the President of Moreland Management Co., and became its Chief Executive Officer in 2005. Moreland is a private asset management company serving the Leonard, Jeffrey and Richard Horvitz families. It oversees more than 100 separate investments, including a broad range of buyout, private equity and real estate funds. Prior to joining Moreland in 1989, Mr. Polzin served for 18 years as an executive and director of several midwestern community banking organizations. He is a charter member of the Wealth Management Client Advisory Board of The Northern Trust Company, Chicago, and a founding member, director, and officer of the Center for the Study of Taxation, Costa Mesa, California. He holds a B.S. in Economics from the University of Wisconsin-Milwaukee and a J.D. from Marquette University Law School.
         Rear Admiral Robert C. North, USCG (ret.) has agreed to serve on our board of directors effective on the closing of the offering. Since his retirement from the active duty with the U.S. Coast Guard in April of 2001, Rear Admiral North has served as the president of North Star Maritime, Inc., a marine industry consulting firm, specializing in international and domestic maritime safety, security and environmental protection issues. While on active duty with the U.S. Coast Guard, Rear Admiral North reached the position of Assistant Commandant for Marine Safety, Security and Environmental Protection, where he directed national and international programs for commercial vessel safety, merchant mariner licensing and documentation, port safety and security and waterways management.
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He is a graduate of the Baltimore Polytechnic Institute, State University of New York Maritime College at Fort Schuyler and the U.S. Army War College.
         Basil G. Mavroleon has agreed to serve on our board of directors effective on the closing of this offering. Mr. Mavroleon has been employed in the shipping industry for the last 37 years. Since 1986, Mr. Mavroleon has served as Managing Director of Charles R. Weber Company, Inc. one of the largest ship brokerages and marine consultants in the United States. Since its inception in 2003, Mr. Mavroleon has also served as Chairman of Azimuth Fund Management (Jersey) Limited, a hedge fund dealing with tanker freight forward agreements and derivatives. Mr. Mavroleon is a member of the Baltic Exchange and is on the board of the Associate Membership Committee of Intertanko, the Membership Committee of the Association of Ship Brokers and Agents, and is Vice Chairman of the New York World Scale Committee.
Board Practices
        Upon the closing of this offering, we will establish an Audit Committee comprised of three board members, which will be responsible for reviewing our accounting controls and the engagement of our outside auditors. Each member will be an independent director. In addition, we will establish a Compensation Committee comprised of three independent directors, which will be responsible for establishing executive officers' compensation and benefits. The initial members of the Audit Committee will be Nathaniel C. A. Kramer, Stephen A. Kaplan and Mark F. Polzin. The initial members of the Compensation Committee will be Peter C. Georgiopoulos, Stephen A. Kaplan and Nathaniel C. A. Kramer. We also expect to establish a Nominating and Corporate Governance Committee whose initial members will be Peter C. Georgiopoulos, Basil G. Mavroleon and Rear Admiral Robert C. North, USCG (ret.).
        We intend to appoint an independent director qualifying as an audit committee financial expert to the Audit Committee under the corporate governance rules of the Nasdaq National Market within 90 days of the closing of this offering.
Compensation of Directors and Senior Management
        We paid no compensation to members of our senior management for the year ended December 31 2004. Non-employee directors will receive annual fees in the amount of $30,000, a fee of $20,000 for an audit committee assignment, $15,000 for a compensation committee assignment and $7,500 for a nominating and corporate governance committee assignment. We expect to pay our senior management aggregate compensation during 2005, before bonuses, of $            . We will reimburse our directors for all reasonable expenses incurred by them in connection with serving on our board of directors.
Equity Incentive Plan
        We expect to adopt an equity incentive plan, which will entitle our officers, key employees and directors to receive options to acquire shares of our common stock, restricted shares and stock appreciation rights. We will reserve a total of 2,000,000 shares of common stock for issuance under the plan. Our board of directors will administer the plan. Under the terms of the plan, our board of directors will be able to grant new options exercisable at a price per share to be determined by our board of directors. We expect that the per share exercise price for the first options granted under the plan will be equal to the higher of the offering price per share in this offering or the fair market value of a share of our common stock on the date the options are granted. Any shares of common stock received on exercise of the options may not be sold until three years after the closing of this offering. All options will expire ten years from the date of grant. The plan will expire five years from the closing of this offering.
        We have agreed to award each of Messrs. Buchanan and Wobensmith 20,000 restricted shares of common stock following the closing of this offering. In addition, we have agreed to award to each of Messrs. Buchanan and Wobensmith one share of common stock (up to the number of shares equal to $100,000 divided by the initial public offering price shown on the cover of this prospectus) for each share purchased by Messrs. Buchanan and Wobensmith in the directed share program described in "Underwriting—Directed Share Program." Each of our directors, other than Mr. Kaplan, will receive a share grant of 1,200 shares of restricted stock.
Employment Agreements
        We expect to enter into employment agreements with each of Messrs. Buchanan and Wobensmith.
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 PRINCIPAL AND SELLING SHAREHOLDER
        The following table sets forth information regarding (1) our sole beneficial shareholder, Fleet Acquisition, (2) the persons who may be deemed to be beneficial owners of more than 5% of our common stock as a result of the membership of such persons on the management committee of Fleet Acquisition and (3) the total amount of common stock deemed to be beneficially owned by our officers and directors, individually and as a group, in each case as of May 31, 2005 and after giving effect to this offering.

Identity of Person or
Group
	 	Number of
Shares Owned
	 	Percent of Class
before Offering
	 	Number of
Shares to be Sold (3)
	 	Percent of Class
after Offering
	 	
Fleet Acquisition LLC	 	13,500,000	 	100	%	1,000,000	 	52.1	%	
Peter C. Georgiopoulos (1)	 	13,500,000	 	100	%	1,000,000	 	52.1	%	
Stephen A. Kaplan (1)	 	13,500,000	 	100	%	1,000,000	 	52.1	%	
B. James Ford (1)	 	13,500,000	 	100	%	1,000,000	 	52.1	%	
John P. Tavlarios (1)	 	13,500,000	 	100	%	1,000,000	 	52.1	%	
All officers and directors as a group (2)	 	13,500,000	 	100	%	1,000,000	 	52.1	%	

(1)
The members of the Management Committee of Fleet Acquisition, our sole shareholder, are Peter C. Georgiopoulos, Stephen A. Kaplan, B. James Ford and John P. Tavlarios. While each of Messrs. Kaplan, Ford, Georgiopoulos, and Tavlarios disclaims beneficial ownership of the shares owned by Fleet Acquisition, each may be deemed to have shared power of voting or disposition of those shares. The business address of Messrs. Kaplan and Ford is 333 South Grand Avenue, 28 th Floor, Los Angeles, CA 90071. The business address of Messrs. Georgiopoulos and Tavlarios is 299 Park Avenue, New York, NY 10171. The business address of Fleet Acquisition LLC is 35 West 56 th Street, New York, NY 10019. OCM Principal Opportunities Fund III, L.P. and OCM Principal Opportunities Fund IIIA, L.P., or the Oaktree funds, of which Mr. Kaplan serves as portfolio manager, own approximately 65.1% of the selling shareholder, and Peter C. Georgiopoulos owns approximately 26.9% of the selling shareholder. Fleet Acquisition may be deemed to be affiliated with OCM Investments, LLC, a registered broker-dealer, by reason of the relationship of the Oaktree funds with OCM Investments, LLC. Fleet Acquisition purchased our shares in the ordinary course of business, and at the time of such purchase had no agreements or understandings, directly or indirectly, to distribute those shares.

(2)
Includes shares held by Fleet Acquisition by reason of our Chairman, Mr. Georgiopoulos, and one of our directors, Mr. Kaplan, being on the Management Committee of Fleet Acquisition. Messrs. Georgiopoulos and Kaplan disclaim beneficial ownership of those shares.

(3)
Assumes the underwriters' over-allotment option to purchase an additional 1,725,000 shares of our common stock from the selling shareholder is not exercised.
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 RELATED-PARTY TRANSACTIONS
Registration Rights Agreement
        We intend to enter into a registration rights agreement immediately before the closing of this offering with Fleet Acquisition, pursuant to which we will grant it, its affiliates and certain of its transferees, the right, under specified circumstances and subject to specified restrictions, including restrictions included in the lock-up agreements to which Fleet Acquisition is a party, to require us to register under the Securities Act shares of our common stock held by it. Under the registration rights agreement, these persons will have the right to request us to register the sale of shares held by them on their behalf and may require us to make available shelf registration statements once we are eligible to do so that will permit sales of shares into the market from time to time over an extended period. In addition, these persons will have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by shareholders or initiated by us. Immediately after this offering, Fleet Acquisition will own 12,500,000 shares entitled to these registration rights, assuming the underwriters do not exercise their over-allotment option.
Transactions with Investors, our Chairman and His Affiliates
        We are reimbursing General Maritime Corporation, of which Peter C. Georgiopoulos, our Chairman, is Chairman and Chief Executive Officer, for services provided by certain General Maritime employees in connection with this offering. These charges are estimated at $25,000 through December 31, 2004. In addition, as of June 2005 we rent 10,000 sq. feet of office space at 35 West 56 th Street in New York from Genmar Realty LLC, which is owned by Peter C. Georgiopoulos. Our office lease is on a month-to-month basis through March 2006, and we currently pay $55,000 per month. We believe that this amount is at least as favorable as we could obtain from a third-party lessor.
        In addition, we employ the legal services of Constantine P. Georgiopoulos, Peter C. Georgiopoulos's father. We paid Constantine Georgiopoulos $190,000 for legal services performed for us through March 31, 2005.
        Finally, Leeds & Leeds Company, Inc., an investor with a limited stake in Fleet Acquisition, currently provides insurance brokerage services for our vessels.
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 SHARES ELIGIBLE FOR FUTURE SALE
        Upon completion of this offering, we will have 24,000,000 shares of common stock outstanding. Of these shares, the 11,500,000 shares sold in this offering, or 13,225,000 shares assuming the underwriters exercise their over-allotment option in full, will be freely transferable in the United States without restriction under the Securities Act, except for any shares acquired by one of our "affiliates" as defined under Rule 144. Immediately after completion of this offering, Fleet Acquisition will continue to own 12,500,000 shares of common stock, or 10,775,000 shares assuming the underwriters exercise their over-allotment option in full. Those shares were acquired in private transactions not involving a public offering and will therefore be treated as "restricted securities" for purposes of Rule 144. The restricted securities held by our current shareholders will be subject to the underwriter's 180-day lock-up agreement as described below. Restricted securities may not be resold except in compliance with the registration requirements of the Securities Act or under an exemption from those registration requirements, such as the exemptions provided by Rule 144 and Regulation S under the Securities Act. The preferred stock purchase rights being registered in this offering are attached to our common stock and are subject to the same requirements for resale as the shares of common stock to which they are attached.
        In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who owns shares that were acquired from the issuer or an affiliate at least one year ago would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:
•
1% of the then outstanding shares of our common stock, which will be approximately            shares immediately after this offering; or

•
an amount equal to the average weekly reported volume of trading in shares of our common stock on all national securities exchanges and/or reported through the automated quotation system of registered securities associations during the four calendar weeks preceding the date on which notice of the sale is filed with the Securities and Exchange Commission.
Sales in reliance on Rule 144 are also subject to other requirements regarding the manner of sale, notice and availability of current public information about us. A person (or persons whose shares are aggregated) who is not deemed to have been one of our affiliates at any time during the 90 days immediately preceding the sale may sell restricted securities in reliance on Rule 144(k) without regard to the limitations described above, provided that two years have expired since the later of the date on which the same restricted securities were acquired from us or one of our affiliates. As defined in Rule 144, an "affiliate" of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer.
        Other than with respect to the shares that the selling shareholder, Fleet Acquisition, may sell to the underwriters upon the exercise of the over-allotment option, we and our directors, executive officers and the selling shareholder, have agreed, with limited exceptions, for a period of 180 days from the date of this prospectus not to, directly or indirectly, offer, sell or otherwise dispose of any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock or enter into any derivative transaction with similar effect as a sale of shares of our common stock. This lock-up period may be extended under certain circumstances, and Jefferies and Company, Inc. and Morgan Stanley & Co. Incorporated may, in their sole discretion and at any time, release all or a portion of the securities subject to these lock-up agreements for sale prior to the expiration of the 180-day lock-up period. There are no existing agreements with Jefferies & Company, Inc. or Morgan Stanley & Co. Incorporated providing consent to the sale of shares before the expiration of the lock-up period. For further information on these lock-up arrangements, please read "Underwriting—Lock-up Agreements."
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        We will enter into a registration rights agreement immediately before the closing of this offering with our sole shareholder pursuant to which we will grant it, its affiliates and certain of their transferees, the right, under certain circumstances and subject to certain restrictions, including restrictions included in the lock-up agreements described above, to require us to register under the Securities Act shares of our common stock held by them. Shares of common stock, when registered under any registration statement, will be available for sale in the open market unless restrictions apply. See "Related Party Transactions—Registration Rights Agreement." In addition, and as described above, all of these shares would be available for sale into the public market pursuant to and subject to the restrictions of Rule 144, Regulation S and other exemptions under the Securities Act, as applicable.
        Before this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that future sales or the availability of shares for sale will have on the market price of our common stock prevailing from time to time. Nevertheless, sales of substantial amounts of our common stock in the public market, including shares issued upon the exercise of options that may be granted under any employee stock option or employee stock award plan of ours, or the perception that those sales may occur, could adversely affect prevailing market prices for our common stock.
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 DESCRIPTION OF CAPITAL STOCK
        The following is a description of the material terms of our amended and restated articles of incorporation and bylaws that will be in effect immediately before the consummation of this offering. We refer you to our amended and restated articles of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.
Purpose
        Our purpose, as stated in our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act, or the BCA. Our amended and restated articles of incorporation and bylaws do not impose any limitations on the ownership rights of our shareholders.
Authorized Capitalization
        Under our amended and restated articles of incorporation, as of July 6, 2005, our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 per share, of which 13,500,000 shares are issued and outstanding, and 25,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued and outstanding. The information presented in this prospectus gives effect to a 27,000:1 stock split in the form of a share dividend, which will occur prior to the effectiveness of the registration statement of which this prospectus is a part. Upon consummation of this offering, we will have outstanding 24,000,000 shares of common stock and no shares of preferred stock. All of our shares of stock are in registered form.
Common Stock
        Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive, ratably, all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive, pro rata, our remaining assets available for distribution. Holders of our common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of our common stock are subject to the rights of the holders of any shares of our preferred stock which we may issue in the future.
Preferred Stock
        Our amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:
•
the designation of the series;

•
the number of shares of the series;

•
the preferences and relative, participating, optional or other special rights, if any, of the series, and any qualifications, limitations or restrictions applicable to such rights; and

•
the voting rights, if any, of the holders of the series.
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Directors
        Our board of directors is divided into three classes of directors, Class I, Class II and Class III, with each class as nearly equal in number as possible, serving staggered three-year terms. Our directors are elected by a plurality of the votes cast by shareholders entitled to vote. There is no provision for cumulative voting.
        Our board of directors must consist of at least three members. Shareholders may change the number of directors only by the affirmative vote of holders of a majority of the outstanding common stock. The board of directors may change the number of directors only by a majority vote of the entire board.
        Initially, the term of our Class I directors will expire on the first annual meeting of shareholders following their election, the term of the Class II directors on the second meeting and the term of the Class III directors on the third meeting. Each director is elected to serve until the third following annual meeting of shareholders and until his successor is duly elected and qualified, except in the event of his death, resignation, removal or the earlier termination of his term of office. Our board of directors has the authority to fix the amounts payable to the members of the board of directors for attendance at any meeting or for services rendered to us.
Shareholder Meetings
        Under our bylaws, annual shareholder meetings and special meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Marshall Islands. Special meetings may be called at the request of a majority of our board of directors. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders who will be eligible to receive notice and vote at the meeting.
Dissenters' Rights of Appraisal and Payment
        Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation sale of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment of our amended and restated articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange.
Shareholder's Derivative Actions
        Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which the action relates.
Limitations on Liability and Indemnification of Officers and Directors
        The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors' fiduciary duties. Our bylaws include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by applicable law.
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        Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by applicable law. We are also expressly authorized to advance certain expenses (including attorneys' fees and disbursements and court costs) to our directors and officers and carry directors' and officers' insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.
        The limitation of liability and indemnification provisions in our amended and restated bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
        There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.
Anti-takeover Effects of Certain Provisions of our Amended and Restated Articles of Incorporation and Bylaws
        Several provisions of our amended and restated articles of incorporation and bylaws, which are summarized below, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.
Blank Check Preferred Stock
        Under the terms of our amended and restated articles of incorporation, our board of directors has the authority, without any further vote or action by our shareholders, to authorize our issuance of up to 25,000,000 shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management. See "—Authorized Capitalization—Preferred Stock."
Classified Board of Directors
        Our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms beginning upon the expiration of the initial term for each class. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for up to two years.
Election and Removal of Directors
        Our amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our articles of incorporation also provide that our directors may be removed only for cause and only upon the affirmative vote of 66 2 / 3 % of the outstanding shares
88

of our capital stock entitled to vote for those directors or by a majority of the members of the board of directors then in office. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.
Limited Actions by Shareholders
        Our amended and restated articles of incorporation and our bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders. Our amended and restated articles of incorporation and our bylaws provide that, subject to certain exceptions, our Chairman, President, or Secretary at the direction of the board of directors may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice.
Advance Notice Requirements for Shareholder Proposals and Director Nominations
        Our bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder's notice must be received at our principal executive offices not less than 150 days nor more than 180 days before the date on which we first mailed our proxy materials for the preceding year's annual meeting. Our bylaws also specify requirements as to the form and content of a shareholder's notice. These provisions may impede shareholder's ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.
Shareholder Rights Plan
General
        Each share of our common stock includes one right, or, collectively, the rights, that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our preferred stock at a purchase price of $25 per share, subject to specified adjustments. The rights are issued pursuant to a rights agreement between us and             , as rights agent. Until a right is exercised, the holder of a right will have no rights to vote, receive dividends or any other shareholder rights by virtue of its ownership of such right.
        The rights may have anti-takeover effects. The rights may cause substantial dilution to any person or group that attempts to acquire us without the approval of our board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage any attempt to acquire us. Because our board of directors can approve a redemption of the rights or a permitted offer, the rights should not interfere with a merger or other business combination approved by our board of directors. The adoption of the rights agreement was approved by our sole shareholder before the offering.
        We have summarized the material terms and conditions of the rights agreement and the rights below. For a complete description of the rights, we encourage you to read the rights agreement, which we have filed as an exhibit to the registration statement of which this prospectus is a part.
Detachment of the Rights
        The rights are attached to all certificates representing our currently outstanding common stock and will attach to all common stock certificates we issue before the rights distribution date or the date on which the rights expire (or thereafter, in certain circumstances). The rights are not exercisable until after the rights distribution date and will expire at the close of business on February 21, 2015, unless we redeem or exchange them earlier as we describe below. The rights will separate from the common
89

stock and a rights distribution date would occur, subject to specified exceptions, on the earlier of the following two dates:
•
ten days following a public announcement that a person or group of affiliated or associated persons, or an "acquiring person," has acquired or obtained the right to acquire beneficial ownership of 15% or more of our outstanding common stock; or

•
ten business days following the announcement of a tender or exchange offer that would result, if closed, in a person's becoming an acquiring person.
        Oaktree Capital Management, LLC, Peter Georgiopoulos and Fleet Acquisition (so long as it does not acquire beneficial ownership of additional shares of common stock under certain circumstances) are excluded from the definition of "acquiring person" for purposes of the distribution of the rights, and therefore their ownership cannot trigger the distribution of the rights. Specified "inadvertent" owners that would otherwise become an acquiring person, including those who would have this designation as a result of repurchases of common stock by us, will not become acquiring persons as a result of those transactions.
        Our board of directors may defer the rights distribution date in some circumstances, and some inadvertent acquisitions will not result in a person becoming an acquiring person if the person promptly divests itself of a sufficient number of shares of common stock.
        Until the rights distribution date:
•
our common stock certificates will evidence the rights, and the rights will be transferable only with those certificates; and

•
any new common stock will be issued with rights and new certificates will contain a notation incorporating the rights agreement by reference.
        As soon as practicable after the rights distribution date, the rights agent will mail certificates representing the rights to holders of record of our common stock at the close of business on that date. After the rights distribution date, only separate rights certificates will represent the rights.
        We will not issue rights with any shares of common stock we issue after the rights distribution date, except as our board of directors may otherwise determine.
Flip-In Event
        A "flip-in event" will occur under the rights agreement when a person becomes an acquiring person, as defined above.
        If a flip-in event occurs and we do not redeem the rights as described under the heading "Redemption of Rights" below, each right, other than any right that has become void, as we describe below, will become exercisable at the time it is no longer redeemable for the number of shares of common stock, or, in some cases, cash, property or other of our securities, having a current market price equal to two times the exercise price of such right.
        When a flip-in event occurs, all rights that then are, or in some circumstances that were, beneficially owned by or transferred to an acquiring person or specified related parties will become void in the circumstances the rights agreement specifies.
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Flip-Over Event
        A "flip-over event" will occur under the rights agreement when, at any time after a person has become an acquiring person:
•
we are acquired in a merger or other business combination transaction, subject to limited exceptions; or

•
50% or more of our assets or earning power is sold or transferred.
        If a flip-over event occurs, each holder of a right, other than any right that has become void as we describe under the heading "Flip-In Event" above, will have the right to receive the number of shares of common stock of the acquiring company which has a current market price equal to two times the exercise price of such right.
Anti-Dilution
        The number of outstanding rights associated with our common stock is subject to adjustment for any stock split, stock dividend or subdivision, combination or reclassification of our common stock occurring before the rights distribution date. With some exceptions, the rights agreement will not require us to adjust the exercise price of the rights until cumulative adjustments amount to at least 1% of the exercise price. It also will not require us to issue fractional shares of our preferred stock that are not integral multiples of one one-hundred thousandth of a share of preferred stock and, instead, we may make a cash adjustment based on the market price of the common stock on the last trading date before the date of exercise. The rights agreement reserves to us the right to require before the occurrence of any flip-in event or flip-over event that, on any exercise of rights, a number of rights must be exercised so that we will issue only whole shares of stock.
Redemption of Rights
        At any time before the earlier of the date on which a person publicly announces that it has become an acquiring person or the date on which the rights expire, we may redeem the rights in whole, but not in part, at a redemption price of $0.01 per right. The redemption price is subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of redemption. At our option, we may pay that redemption price in cash or shares of common stock. The rights are not exercisable after a flip-in event until they are no longer redeemable. The rights will terminate immediately upon ordering the redemption and making the appropriate filing with the rights agent.
Exchange of Rights
        We may, at our option, subject to applicable laws, rules and regulations, exchange the rights (other than rights owned by an acquiring person or an affiliate or an associate of an acquiring person, which have become void), in whole or in part. The exchange will be at an exchange ratio of one share of common stock per right, subject to specified adjustments at any time after the occurrence of a flip-in event and before any person becoming the beneficial owner of 50% or more of the shares of common stock then outstanding.
Amendment of Terms of Rights
        During the time the rights are redeemable, we may amend any of the provisions of the rights agreement in any way without the approval of the rights holders. Once the rights cease to be redeemable, we generally may amend the provisions of the rights agreement without the approval of the rights holders, only as follows:
•
to cure any ambiguity, defect or inconsistency;
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•
to make changes that do not materially adversely affect the interests of holders of rights, excluding the interests of any acquiring person; or

•
to shorten or lengthen any time period under the rights agreement, except that we cannot lengthen the time period governing redemption or any other time period, unless such
lengthening is for the purpose of protecting, clarifying or enhancing the rights and benefits of the rights holders (other than an acquiring person).
Transfer Agent
        The registrar and transfer agent for our common stock is            .
Listing
        We have applied for approval for the quotation of our common stock on the Nasdaq National Market under the symbol "GSTL."
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 CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS
        Our corporate affairs will be governed by our amended and restated articles of incorporation and bylaws and will continue to be governed by the Business Corporation Act of the Marshall Islands, or BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. For example, the BCA allows the adoption of various anti-takeover measures such as shareholder "rights" plans. While the BCA also provides that it is to be in interpreted according to the laws of the state of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as U.S. courts. Thus, you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholder's rights.

Marshall Islands
	 	Delaware
	
Shareholder Meetings	

•	
 	
Held at a time and place as designated in the bylaws	
 	
•	
 	
May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors	

•	
 	
May be held in or outside of the Marshall Islands	
 	
•	
 	
May be held in or outside of Delaware	

•	
 	
Notice:	
 	
•	
 	
Notice:	

 	
•	
 	
Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting and indicate that it is being issued by or at the direction of the person calling the meeting	

 	
•	
 	
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any	

 	
•	
 	
A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than than 60 days before the meeting	

 	
•	
 	
Written notice shall be given not less than ten nor more 60 days before the meeting	

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Shareholder's Voting Rights	

•	
 	
Any action required to be taken by a meeting of shareholders may be taken without a meeting if the consent is in writing and is signed by all the shareholders entitled to vote	
 	
•	
 	
Shareholders may act by written consent to elect directors	

•	
 	
Any person authorized to vote may authorize another person to act for him by proxy	
 	
•	
 	
Any person authorized to vote may authorize another person or persons to act for him by proxy	

•	
 	
Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting	
 	
•	
 	
For stock corporations, a certificate of incorporation or bylaws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum	

•	
 	
No provision for cumulative voting	
 	
•	
 	
The certificate of incorporation may provide for cumulative voting	

Directors	

•	
 	
The board of directors must consist of at least one member	
 	
•	
 	
The board of directors must consist of at least one member	

•	
 	
Number of members can be changed by an amendment of the bylaws, by the shareholders, or by action of the board of directors	
 	
•	
 	
The number of board members shall be fixed by, or in the manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by an amendment of the certificate.	

•	
 	
If the board of directors is authorized to change the number of directors, it can only do so by an absolute majority (majority of the entire board)	

 	

 	
 	 	 	 	 	 	 	 	 	 	 	
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Dissenter's Rights of Appraisal	

•	
 	
Shareholders have a right to dissent from a merger or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares	
 	
•	
 	
Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, however, no appraisal rights are available if, among other things and subject to certain exceptions, such shares were listed on a national securities exchange or designated national market system or such shares were held of record by more than 2,000 holders.	

•	
 	
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:	

 	

 	

 	
•	
 	
alters or abolishes any preferential right of any outstanding shares having preferences; or	

 	

 	

 	
•	
 	
creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares; or	

 	

 	

 	
•	
 	
alters or abolishes any preemptive right of such holder to acquire shares or other securities; or	

 	

 	

 	
•	
 	
excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class	

 	

 	

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Shareholder's Derivative Actions	

•	
 	
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law	
 	
•	
 	
In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder's stock thereafter devolved upon such shareholder by operation of law	

•	
 	
Complaints shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort	
 	
•	
 	
Other requirements regarding derivative suits have been created by judicial decision, including that a shareholder may not bring a derivative suit unless he or she first demands that the corporation sue on its own behalf and that demand is refused (unless it is shown that such demand would have been futile)	

•	
 	
Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic	

 	

 	

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Attorney's fees may be awarded if the action is successful	

 	

 	

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Corporations may require a plaintiff bringing a derivative suit to give security for reasonable expenses, in such amount as the court determines, if the plaintiff owns less than 5% of any class of stock and the shares have a value of less than $50,000	

 	

 	
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 TAX CONSIDERATIONS
        The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to an investment decision by a U.S. Holder or a Non-U.S. Holder, as defined below, with respect to the common stock. This discussion does not purport to deal with the tax consequences of owning common stock to all categories of investors, some of which (such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors in pass-through entities, dealers in securities or currencies and investors whose functional currency is not the U.S. dollar) may be subject to special rules. This discussion deals only with holders who purchase common stock in connection with this offering and hold the common stock as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of common stock.
Marshall Islands Tax Considerations
        In the opinion of Seward & Kissel LLP, the following are the material Marshall Islands tax consequences of our activities to us and shareholders of our common stock. We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.
United States Federal Income Tax Considerations
        In the opinion of Seward & Kissel LLP, our U.S. counsel, the following are the material U.S. federal income tax consequences to us of our activities and to U.S. Holders and Non-U.S. Holders, as defined below, of our common stock. The following discussion of U.S. federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, all of which are subject to change, possibly with retroactive effect. In addition, the discussion below is based, in part, on the description of our business as described in "Business" above and assumes that we conduct our business as described in that section.
        The Company has made, or will make, special U.S. tax elections in respect of each of the shipowning or operating subsidiaries that are potentially subject to tax as a result of deriving income attributable to the transportation of cargoes to or from the United States. The effect of the special U.S. tax elections is to ignore or disregard the subsidiaries for which elections have been made as separate taxable entities from that of their parent, the "Company." Therefore, for purposes of the following discussion, the Company, and not the subsidiaries subject to this special election, will be treated as the owner and operator of the subsidiary vessels and as receiving the income therefrom.
United States Federal Income Taxation of Our Company
Taxation of Operating Income: In General
        Unless exempt from U.S. federal income taxation, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis or from the performance of services directly related to those uses, which we refer to as "shipping income," to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end,
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in the United States constitutes income from sources within the United States, which we refer to as "U.S. source shipping income."
        Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.
        Shipping income attributable to transportation exclusively between U.S. ports will be considered to be 100% derived from U.S. sources. However, the Company is prohibited by U.S. law from engaging in the transportation of cargoes that produces 100% U.S. source income.
        Unless exempt from tax under Section 883 of the Code, our gross U.S. source shipping income generally would be subject to a 4% tax imposed without allowance for deductions as described below.
Exemption of Operating Income from United States Federal Income Taxation
        Under Section 883 of the Code and the regulations thereunder, a foreign corporation will be exempt from U.S. federal income taxation on its U.S. source shipping income if:
(1)
it is organized in a qualified foreign country, which is one that grants an "equivalent exemption" from tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883, and to which we refer as the "Country of Organization Test;" and

(2)
either

(a)
more than 50% of the value of its stock is beneficially owned, directly or indirectly, by qualified shareholders, which includes individuals who are "residents" of a qualified foreign country, to which we refer as the "50% Ownership Test"; or

(b)
its stock is "primarily and regularly traded on an established securities market" in a qualified foreign country or in the United States, to which we refer as the "Publicly-Traded Test"; or

(c)
it is a "controlled foreign corporation," or CFC, as described below and it satisfies the "50% Inclusion Test," as described below, to which, collectively, we refer as the "CFC Test."

        The Marshall Islands, the jurisdiction where the Company is incorporated, has been officially recognized by the U.S. Internal Revenue Service, or IRS, as a qualified foreign country that currently grants the requisite "equivalent exemption" from tax in respect of each category of shipping income the Company earns and expects to earn in the future. Therefore, the Company satisfies the Country of Organization Test and will be exempt from U.S. federal income taxation with respect to its U.S. source shipping income if it satisfies any one of the 50% Ownership Test, the Publicly-Traded Test or the CFC Test.
        The Company currently anticipates that after the offering, the Company will be a CFC and therefore, its principal basis for qualifying for exemption rests upon satisfying the CFC Test. For so long as the Company remains a CFC after the offering, the Company will not be able to satisfy the Publicly-Traded Test. The Company does not currently anticipate a circumstance under which it would be able to satisfy the 50% Ownership Test after the offering.
CFC Test
        The Company will be a CFC for U.S. federal income tax purposes if more than 50% of the Company's common stock, its sole class of stock, is owned by U.S. Holders each of whom owns 10% or more of such common stock. We refer to such 10% U.S. Holders as "U.S. Shareholders."
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        The regulations interpreting Section 883, which were promulgated in August 2003, provide that a foreign corporation that is a CFC will only be treated as satisfying the CFC Test if, for the relevant year in question, more than 50% of the foreign corporation's adjusted net income derived from the international operation of ships is includible in the gross income of one or more U.S. Shareholders for such taxable year, which we refer to as the "50% Inclusion Test." At the time the regulations were promulgated in 2003, income derived from the international operation of ships was a category of "Subpart F income." Subpart F income is required to be included in income of U.S. Shareholders under the CFC tax regime rules described below.
        Subsequently, in October of 2004, the American Jobs Creation Act of 2004, or the Jobs Act, was enacted. Under the Jobs Act, income derived by a foreign corporation from the international operation of ships was eliminated as a category of includible "Subpart F" income. As a result of such change, the Company and every other CFC is effectively precluded from ever being able to satisfy the 50% Inclusion Test if literally applied.
        In the absence of further regulatory guidance to the contrary, we do not believe that the 50% Inclusion Test should be interpreted in a manner that would essentially vitiate, in its entirety, the statutory provisions of Section 883 which, on their face, merely require that a foreign corporation be a CFC to qualify for the CFC Test. Instead, we believe that the 50% Inclusion Test should be interpreted to require an inclusion of income by U.S. Shareholders only to the extent such inclusion is mandated by the law. Under the current law, as amended by the Jobs Act, no inclusion is mandated. However, in the absence of any specific legal authority relating to the interaction of the "Subpart F" changes made by Jobs Act and the 50% Inclusion Test of the Section 883 regulations, the IRS or a court could disagree with our position.
Publicly-Traded Test
        The regulations under Section 883 provide, in pertinent part, that stock of a foreign corporation will be considered to be "primarily traded" on an established securities market in a country if the number of shares of such class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares of such stock that are traded during that year on established securities markets in any other single country. Upon completion of our offering, the Company anticipates that its common stock, which will be its sole class of issued and outstanding stock, will be "primarily traded" on the Nasdaq National Market.
        Under the regulations, the Company's common stock will be considered to be "regularly traded" on an established securities market if more than 50% of our outstanding shares of common stock are listed on the market, to which we refer as the "listing threshold."
        It is further required that in addition to the listing threshold, (i) our common stock must be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one sixth of the days in a short taxable year; and (ii) the aggregate number of shares of our common stock traded on such market during the taxable year is at least 10% of the average number of shares of our common stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. The regulations provide that the trading frequency and trading volume tests will be deemed satisfied if our common stock is regularly quoted by dealers making a market in our stock.
        We anticipate that we will be able to satisfy the listing threshold and the trading frequency and trading volume tests and therefore, subject to the 5 Percent Override Rule described below, will be considered to be "regularly traded" on the Nasdaq National Market.
        Notwithstanding the foregoing, the regulations provide, in pertinent part, that common stock will not be considered to be "regularly traded" on an established securities market for any taxable year in which 50% or more of the outstanding shares of our stock are owned, actually or constructively under
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specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of our outstanding common stock, to which we refer as the "5 Percent Override Rule."
        For purposes of being able to determine the persons who actually or constructively own 5% or more of our stock, or "5% Shareholders," the regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the United States Securities and Exchange Commission, or the "SEC," as having a 5% or more beneficial interest in our common stock. The regulations further provide that an investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.
        In the event the 5 Percent Override Rule is triggered, the regulations provide that the 5 Percent Override Rule will nevertheless not apply if we can establish that there are sufficient 5% Shareholders that are considered to be "qualified shareholders" for purposes of Section 883 to preclude non-qualified 5% Shareholders from owning 50% or more of our stock for more than half the number of days during the taxable year.
        We believe that, immediately after the offering, the Company will be a CFC and therefore will be subject to the 5 Percent Override Rule. Since U.S. shareholders are not "qualified shareholders" under the regulations, we do not expect to be able to establish that among the group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be "qualified shareholders" for purposes of Section 883 to preclude the non-qualified 5% Shareholders group from owning 50% or more of each class of our stock for more than half the number of days during the taxable year. If the identity or ownership of the Company's 5% Shareholders changes in the future, the Company may be able to satisfy the Publicly-Traded Test. We can give no assurance, however, that this will be the case.
Taxation in Absence of Section 883 Exemption
        If the benefits of Code Section 883 are unavailable, the Company's U.S. source shipping income, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions to the extent that such income is not considered to be "effectively connected" with the conduct of a United States trade or business, as described below. Since under the sourcing rules described above, no more than 50% of the Company's shipping income would be treated as being U.S. source shipping income, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime.
        To the extent the Company's U.S. source shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S. source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax, currently imposed at rates of up to 35%. In addition, the Company may be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of the Company's U.S. trade or business.
        The Company's U.S. source shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:
•
the Company has, or is considered to have, a fixed place of business in the United States involved in the earning of U.S. source shipping income; and

•
substantially all of the Company's U.S. source shipping income is attributable to regularly scheduled transportation such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
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        The Company does not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of the Company's shipping operations and other activities, we believe that none of the Company's U.S. source shipping income will be "effectively connected" with the conduct of a U.S. trade or business.
United States Taxation of Gain on Sale of Vessels
        If, as the Company believes, it qualifies for exemption from tax under Section 883 in respect of the shipping income derived from the international operation of its vessels, then gain from the sale of any such vessel will likewise be exempt from tax under Section 883. If, however, the Company's shipping income from such vessels does not for whatever reason qualify for exemption under Section 883 and assuming that any decision on a vessel sale is made from and attributable to the U.S. office of the Company, as we believe likely to be the case as the Company is currently structured, then any gain derived from the sale of any such vessel will be treated as derived from U.S. sources and subject to U.S. federal income tax as "effectively connected" income (determined under rules different from those discussed above) under the above described net income and branch tax regime.
U.S. Federal Income Taxation of U.S. Holders
        As used herein, the term "U.S. Holder" means a beneficial owner of common stock that is an individual U.S. citizen or resident, a U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.
        If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common stock, you are encouraged to consult your tax advisor.
Distributions
        Subject to the discussion of passive foreign investment companies and CFCs below, any distributions made by us with respect to our common stock to a U.S. Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in his common stock on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common stock will generally be treated as "passive income" for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.
        Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate (a "United States Non-Corporate Holder") will generally be treated as "qualified dividend income" that is taxable to such United States Non-Corporate Holder at preferential tax rates (through 2008) provided that (1) the common stock is readily tradable on an established securities market in the United States (such as the Nasdaq National Market on which our common stock will be traded); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are or will be); (3) the United States Non-Corporate Holder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend; and (4) the United States Non-Corporate Holder is not under an obligation to make related payments with respect
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to positions in substantially similar or related property. There is no assurance that any dividends paid on our common stock will be eligible for these preferential rates in the hands of a U.S. Non-Corporate Holder, although we believe that they will be so eligible. Any dividends out of earnings and profits we pay which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Non-Corporate Holder. Legislation has been recently introduced in the U.S. Senate which, if enacted in its present form, would preclude our dividends from qualifying for such preferential rates prospectively from the date of enactment.
        Special rules may apply to any "extraordinary dividend"—generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder's adjusted basis (or fair market value in certain circumstances) in a share of common stock—paid by us. If we pay an "extraordinary dividend" on our common stock that is treated as "qualified dividend income," then any loss derived by a United States Non-Corporate Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend.
Sale, Exchange or Other Disposition of Common Stock
        Assuming we do not constitute a passive foreign investment company for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common stock in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such stock. Subject to the discussion below regarding U.S. Shareholders of CFCs, such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for U.S. foreign tax credit purposes. Long-term capital gains of U.S. Non-Corporate Holders are eligible for reduced rates of taxation. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.
Controlled Foreign Corporation Status and Significant Tax Consequences
        Special U.S. federal income tax rules apply to a U.S. Shareholder of a CFC. As discussed above, we anticipate that, after this offering, we will be a CFC. A U.S. Holder will be a U.S. Shareholder of us if such holder owns 10 percent or more of the total combined voting power of all classes of our stock entitled to vote, after application of specified attribution rules.
        Assuming that we are a CFC, then each U.S. Holder who is a U.S. Shareholder on the last day of our taxable year on which we are a CFC will be required to include his pro rata share of our "Subpart F income" in his income currently as ordinary income, whether or not we make any distributions of such income. For taxable years beginning on or after January 1, 2005, Subpart F income does not include income derived from the international operation of ships. However, Subpart F income does include, among other things, passive investment income, income from the sale or purchase of certain goods to or from a related party, certain income from the provision of services to a related party and any increase in our investments in certain property located in the United States.
        Inclusions of Subpart F income will increase a U.S. Shareholder's adjusted basis in his common stock. Any subsequent distributions of earnings and profits attributable to previously included Subpart F income will be non-taxable to a U.S. Shareholder and will reduce a U.S. Shareholder's adjusted basis in his common stock.
        A U.S. Shareholder's gain on the disposition of our stock would be treated as a dividend (which may be eligible for the preferential rates applicable to "qualified dividend income," subject to legislation recently introduced in the U.S. Senate, as discussed above) to the extent of the U.S. Shareholder's pro rata share of our untaxed earnings and profits. This recharacterization rule would continue to apply for a period of five years after we cease to be a CFC. Any gain in excess of untaxed
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earnings and profits would be treated as capital gain, which may be treated as long-term capital gain as discussed above.
        A U.S. Shareholder will also be required to annually file an information return on IRS Form 5471 reporting his ownership of our common stock and providing certain information regarding us. We will provide our U.S. Shareholders with the information necessary to complete Form 5471.
Passive Foreign Investment Company Status and Significant Tax Consequences
        Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a "passive foreign investment company" for U.S. federal income tax purposes. In general, we will be treated as a passive foreign investment company with respect to a U.S. Holder if, for any taxable year in which such holder held our common stock, either
•
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

•
at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income.
        The passive foreign investment company rules will not apply to any U.S. Holder for any period during which we are a CFC and such holder is a U.S. Shareholder with respect to us.
        Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute "passive income" unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.
        Based on our current operations and future projections, we do not believe that we are, nor do we expect to become, a passive foreign investment company with respect to any taxable year. Although there is no legal authority directly on point and we are not relying on an opinion of counsel, our belief is based principally on the position that, for purposes of determining whether we are a passive foreign investment company, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a passive foreign investment company. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, in the absence of any legal authority specifically relating to the statutory provisions governing passive foreign investment companies, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a passive foreign investment company with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.
        As discussed more fully below, if we were to be treated as a passive foreign investment company for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF election." As an alternative to making a QEF election, a U.S. Holder should be able to make a "mark-to-market" election with respect to our common stock, as discussed below.
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Taxation of U.S. Holders Making a Timely QEF Election
        If a U.S. Holder makes a timely QEF election, which U.S. Holder we refer to as an "Electing Holder," the Electing Holder must report each year for U.S. federal income tax purposes its pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the common stock will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common stock and will not be taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that we incur with respect to any year. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common stock. A U.S. Holder would make a QEF election with respect to any year that our company is a passive foreign investment company by filing one copy of IRS Form 8621 with his U.S. federal income tax return. If we were to be treated as a passive foreign investment company for any taxable year, we would provide each U.S. Holder with all necessary information in order to make the QEF election described above.
Taxation of U.S. Holders Making a "Mark-to-Market" Election
        Alternatively, if we were to be treated as a passive foreign investment company for any taxable year and, as we anticipate, our stock is treated as "marketable stock," a U.S. Holder would be allowed to make a "mark-to-market" election with respect to our common stock, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury regulations. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common stock at the end of the taxable year over such holder's adjusted tax basis in the common stock. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the common stock over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his common stock would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our common stock would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.
Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election
        Finally, if we were to be treated as a passive foreign investment company for any taxable year, a U.S. Holder who does not make either a QEF election or a "mark-to-market" election for that year, whom we refer to as a "Non-Electing Holder," would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common stock in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common stock), and (2) any gain realized on the sale, exchange or other disposition of our common stock. Under these special rules:
•
the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common stock;

•
the amount allocated to the current taxable year, and any taxable year before the first taxable year in which we were a passive foreign investment company, would be taxed as ordinary income; and
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•
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
        These penalties would not apply to a qualified pension, profit sharing or other retirement trust or other tax-exempt organization that did not borrow money or otherwise utilize leverage in connection with its acquisition of our common stock. If we are a passive foreign investment company and a Non-Electing Holder who is an individual dies while owning our common stock, such holder's successor generally would not receive a step-up in tax basis with respect to such stock.
United States Federal Income Taxation of "Non-U.S. Holders"
        A beneficial owner of common stock (other than a partnership) that is not a U.S. Holder is referred to herein as a "Non-U.S. Holder."
Dividends on Common Stock
        Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common stock, unless that income is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.
Sale, Exchange or Other Disposition of Common Stock
        Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common stock, unless:
•
the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and, if the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); or

•
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
        If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common stock, including dividends and the gain from the sale, exchange or other disposition of the stock, that is effectively connected with the conduct of that trade or business will generally be subject to regular U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, if you are a corporate Non-U.S. Holder, your earnings and profits that are attributable to the effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.
Backup Withholding and Information Reporting
        In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements if you are a non-corporate U.S. Holder. Such payments or distributions may also be subject to backup withholding tax if you are a non-corporate U.S. Holder and you:
•
fail to provide an accurate taxpayer identification number;
105

•
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or

•
in certain circumstances, fail to comply with applicable certification requirements.
        Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8ECI or W-8IMY, as applicable.
        If you are a Non-U.S. Holder and you sell your common stock to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common stock through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your common stock through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence in its records that you are a non-U.S. person and certain other conditions are met, or you otherwise establish an exemption.
        Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by filing a refund claim with the IRS.
106

 
 UNDERWRITING
        We intend to offer our shares of common stock through the underwriters listed in the table below. Subject to the terms and conditions described in the Underwriting Agreement, dated            , 2005 among us, the selling shareholder and the underwriters named below, we and the selling shareholder have agreed to sell to the underwriters, and the underwriters have severally agreed to purchase from us and the selling shareholder the number of shares of our common stock listed opposite their respective names below.

Underwriters
	 	Number of Shares
	
Jefferies & Company, Inc.	 	 	
Morgan Stanley & Co. Incorporated	 	 	
Banc of America Securities LLC	 	 	
Dahlman Rose & Company, LLC	 	 	
DnB NOR Markets, Inc.	 	 	
 	
Total	
 	
11,500,000	
        The underwriters have agreed to purchase all of the shares of our common stock sold under the underwriting agreement if any of these shares are purchased, other than those shares covered by the over-allotment option described below. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated, depending upon the number of shares defaulted upon and the underwriters' ability to make alternative arrangements for the purchase of such shares.
        The underwriters are offering the shares of our common stock, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares of our common stock, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers' certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. A prospectus in electronic format may be made available by one or more of the underwriters.
        The selling shareholder may be deemed to be an underwriter under the Securities Act.
        Before this offering, there has been no public trading market for shares of our common stock. Consequently, the initial public offering price of the shares will be determined through negotiations between the underwriters, the selling shareholder and us. In addition to prevailing market conditions, some of the factors to be considered in determining the initial public offering price are:
•
our financial information;

•
the operating histories of the vessels in our fleet;

•
the future prospects for our company and the shipping industry;

•
the present state of our company's development;

•
an assessment of our management;

•
the general condition of the economy and the securities markets at the time of this offering; and

•
the market prices of and demand for publicly traded common shares of comparable companies in recent periods.
        An active trading market for shares of our common stock may not develop. It is also possible that, after the offering, the shares will not trade in the public market at or above the initial public offering price.
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        DnB NOR Bank ASA, an affiliate of DnB NOR Markets, Inc., is one of the lenders under our new credit facility and will receive customary fees in connection therewith.
Commission and Expenses
        The underwriters have advised us and the selling shareholder that they propose initially to offer shares of our common stock directly to the public at the public offering price set forth on the front cover page of this prospectus and to selected dealers (who may include the underwriters) at that price less a selling concession not in excess of $             per share. The underwriters may allow, and the selected dealers may reallow, a discount from the concession not in excess of $            per share to other dealers. After the initial public offering, the public offering price, concession and discount may change.
        The following table shows the public offering price, underwriting discounts and commissions and proceeds before expenses to us. This information assumes either no exercise or full exercise by the underwriters of their over-allotment option to purchase additional shares of our common stock from the selling shareholder.

 	 	Per Share
	 	Without Option
	 	With Option
	
Public Offering Price	 	 	 	 	 	 	
Underwriting Discounts and Commissions	 	 	 	 	 	 	
Proceeds, before expenses, to us	 	 	 	 	 	 	
Proceeds, before expenses, to the selling shareholder	 	 	 	 	 	 	
        We estimate the expenses of the offering, not including the underwriting discounts and commissions, will be approximately $2,000,000. We will pay all those expenses.
Directed Share Program
        At our request, the underwriters have reserved for sale at the initial public offering price up to 56,350 shares of common stock for employees, directors, officers and other persons associated with us who have expressed an interest in purchasing shares of common stock in this offering. The number of shares of common stock available for sale to the general public in this offering will be reduced to the extent those persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares of common stock being offered.
Over-Allotment Option
        The selling shareholder has granted the underwriters the option to purchase up to additional shares of our common stock at the public offering price less the underwriting discounts and commissions. The underwriters may exercise this option for 30 days from the date of this prospectus solely to cover any over-allotments made in connection with this offering. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares of our common stock proportionate to that underwriter's initial amount reflected in the table above.
Lock-up Agreements
        Our directors and executive officers and our sole shareholder, Fleet Acquisition, have agreed, with limited exceptions, for a period of 180 days from the date of this prospectus not to, directly or indirectly, offer, sell or otherwise dispose of any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock or enter into any derivative transaction with similar effect as a sale of shares of our common stock.
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        We have also agreed, with limited exceptions, for a period of 180 days from the date of this prospectus, not to, directly or indirectly, offer, sell or otherwise dispose of any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock or enter into any derivative transaction with similar effect as a sale of shares of our common stock.
        Jefferies & Company, Inc. and Morgan Stanley & Co. Incorporated may, however, in their sole discretion and at any time and from time to time before the termination of the 180-day period, without notice, release all or any portion of the securities subject to the lock-up agreements described above.
        The 180-day restricted period described above will be extended if:
•
during the last 17 days of the 180-day restricted period, we issue an earnings release or announce material news or a material event; or

•
before the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period.
In any such case, the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or event.
Nasdaq Listing
        We have applied for approval for the quotation of our common stock on the Nasdaq National Market under the symbol "GSTL."
Price Stabilization, Short Positions and Penalty Bids
        Until the distribution of the shares of our common stock is complete, SEC rules may limit underwriters from bidding for and purchasing shares of our common stock. However, Morgan Stanley & Co. Incorporated on behalf of the underwriters may engage in transactions that stabilize the price of the shares of our common stock, such as bids or purchases to peg, fix or maintain that price in accordance with Regulation M under the Exchange Act. These transactions may include the following:
•
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•
Over-allotment transactions involve sales by the underwriters of a number of shares of our common stock in excess of the number of shares the underwriters are obligated to purchase, which create a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares of our common stock over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares of our common stock involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares of our common stock in the open market.

•
Syndicate covering transactions involve purchases of shares of our common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of the shares of our common stock to close out the short position, the underwriters will consider, among other things, the price of shares of our common stock available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares of our common stock than could be covered by the over-allotment option, a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on
109

the price of the shares of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering.
•
Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the shares of our common stock originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover a syndicate short position.
        These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of shares of our common stock or preventing or retarding a decline in the market price of the shares. The imposition of a penalty bid may also affect the price of the shares of our common stock in that it discourages resales of those shares. As a result, the price of the shares of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq National Market or otherwise and, if commenced, may be discontinued at any time.
        Neither we, the selling shareholder nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of shares of our common stock. In addition, neither we nor any of the underwriters makes any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.
Discretionary Sales
        No sales to accounts over which the underwriters have discretionary authority may be made without the prior written approval of the customer.
Indemnification
        We and the selling shareholder have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute payments that may be required to be made in respect thereof.
110

 
 
 LEGAL MATTERS
        The validity of the common stock and certain other matters relating to United States and Marshall Islands law, including certain tax matters, will be passed upon for us by Seward & Kissel LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Baker Botts L.L.P., Houston, Texas.
 
 DRYBULK SHIPPING INDUSTRY DATA
        The statistical and graphical information we use in this prospectus has been compiled by Drewry from its database. Drewry compiles and publishes data for the benefit of its clients. Its methodologies for collecting data, and therefore the data collected, may differ from those of other sources, and its data does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the market.
 
 EXPERTS
        The consolidated financial statements of Genco Shipping & Trading Limited as of December 31, 2004 for the period from September 27, 2004 (date of inception) through December 31, 2004, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
        The sections in this prospectus entitled "Risk Factors—The international drybulk shipping industry is cyclical and highly volatile, which may lead to reductions and volatility in our charter rates, vessel values and results of operations," "Risk Factors—Charter rates for drybulk carriers are at historically high levels and future growth will depend on continued growth in the world economy" and "The International Dyrbulk Shipping Industry," and the statistical and graphical information contained therein, and in any other instance where Drewry has been identified as the source of information included in this prospectus, have been reviewed by Drewry, which has confirmed to us that they accurately describe the international drybulk shipping market, subject to the availability and reliability of the data supporting the statistical information presented in this prospectus, as indicated in the consent of Drewry filed as an exhibit to the registration statement on Form S-1 under the Securities Act of which this prospectus is a part.
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 WHERE YOU CAN FIND ADDITIONAL INFORMATION
        We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the common stock offered by this prospectus. For the purposes of this section, the term "registration statement" means the original registration statement and any and all amendments, including the schedules and exhibits to the original registration statement or any amendment. This prospectus does not contain all of the information set forth in the registration statement we filed. Although we believe that we have accurately summarized the material terms of documents filed as exhibits to the registration statement, you should read those exhibits for a complete statement of their provisions. The registration statement, including its exhibits and schedules, may be inspected and copied at the public reference facilities maintained by the SEC at 100 Fifth Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates from the Public Reference Section of the SEC at its principal office in Washington, D.C. 20549. The SEC maintains a website ( http://www.sec.gov ) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.
        We will be subject to the full informational requirements of the Securities Exchange Act of 1934. To comply with these requirements, we will file periodic reports, proxy statements and other information with the SEC.
112

 
 GLOSSARY OF SHIPPING TERMS
        The following are definitions of certain terms that are commonly used in the shipping industry and in this prospectus.
        Annual survey.     The inspection of a vessel pursuant to international conventions, by a classification society surveyor, on behalf of the flag state, that takes place every year.
        Ballast.     A voyage during which the vessel is not laden with cargo.
        Bareboat charter.     A charter of a vessel under which the ship owner is usually paid a fixed amount of charterhire for a certain period of time during which the charterer is responsible for the vessel operating expenses and voyage expenses of the vessel and for the management of the vessel, including crewing. A bareboat charter is also known as a "demise charter" or a "time charter by demise."
        Bunkers.     Heavy fuel and diesel oil used to power a vessel's engines.
        Capesize.     A drybulk carrier with capacity greater than 80,000 dwt.
        Charter.     The hire of a vessel for a specified period of time or to carry a cargo from a loading port to a discharging port. The contract for a charter is commonly called a "charterparty."
        Charterer.     The party that hires a vessel for a period of time or for a voyage.
        Charterhire.     A sum of money paid to the ship owner by a charterer for the use of a vessel. Charterhire paid under a voyage charter is also known as "freight."
        Classification society.     An independent society that certifies that a vessel has been built and maintained according to the society's rules for that type of vessel and complies with the applicable rules and regulations of the country of the vessel's registry and the international conventions of which that country is a member. A vessel that receives its certification is referred to as being "in-class."
        Contract of affreightment.     A contract of affreightment, or COA, relates to the carriage of multiple cargoes over the same route and enables the COA holder to nominate different vessels to perform the individual sailings. Essentially, it constitutes a number of voyage charters to carry a specified amount of cargo during the term of the COA, which usually spans a number of years. All of the vessel's operating and voyage expenses are typically borne by the ship owner.
        Drybulk carrier.     A vessel designed to carry bulk cargo, such as coal, iron ore and grain, that is loaded in bulk and not in bags, packages or containers.
        Drydocking.     The removal of a vessel from the water for inspection and repair of those parts of a vessel which are below the water line. During drydockings, which are required to be performed periodically, certain mandatory classification society inspections are carried out and relevant certifications are issued. Drydockings are generally required once every 30 months or twice every five years, one of which must be a special survey.
        Dwt.     Deadweight ton, which is a unit of a vessel's capacity for cargo, fuel, oil, stores and crew measured in metric tons of 1,000 kilograms.
        Fix.     A shipping industry term for arranging the charter of a vessel.
        Freight.     A sum of money paid to the ship owner by the charterer under a voyage charter, usually calculated either per ton loaded or as a lump-sum amount.
        Gross ton.     A unit of measurement for the total enclosed space within a vessel equal to 100 cubic feet or 2.831 cubic meters.
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        Handymax.     A drybulk carrier with capacity ranging from 30,000 dwt to 60,000 dwt.
        Handysize.     A drybulk carrier with capacity ranging from 10,000 dwt to 30,000 dwt.
        Hull.     Shell or body of a ship.
        IMO.     International Maritime Organization, a U.N. agency that issues international standards for shipping.
        Intermediate survey.     The inspection of a vessel by a classification society surveyor that takes place 24 to 36 months after each special survey.
        Modern.     Consistent with standard industry practice, we consider vessels that are less than 15 years of age to be modern.
        Newbuilding.     A new vessel under construction or just completed.
        Off-hire.     The period in which a vessel is unable to perform the services for which it is immediately required under a time charter. Off-hire periods can include days spent on repairs, drydocking and surveys, whether or not scheduled.
        OPA.     The U.S. Oil Pollution Act of 1990.
        Panamax.     A drybulk carrier with capacity ranging from 60,000 dwt to 80,000 dwt. The term is derived from the maximum length, breadth and draft of a vessel capable of passing fully loaded through the Panama Canal.
        Period charter.     A time charter or a contract of affreightment.
        Protection and indemnity insurance.     Insurance obtained through a mutual association formed by ship owners to provide liability indemnification protection from various liabilities to which they are exposed in the course of their business, and which spreads the liability costs of each member by requiring contribution by all members in the event of a loss.
        Scrapping.     The sale of a vessel as scrap metal.
        Sister ships.     Vessels of the same class and specifications typically built at the same shipyard.
        Special survey.     The inspection of a vessel by a classification society surveyor that takes place every five years, as part of the recertification of the vessel by the classification society.
        Spot market.     The market for immediate chartering of a vessel, usually for single voyages.
        TCE.     Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per-voyage basis. Our method of calculating TCE is consistent with industry standards and is determined by dividing revenues (net of voyage expenses) by available days for the relevant time period. TCE is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed during specific periods.
        Time charter.     A charter under which the ship owner is paid charterhire on a per-day basis for a specified period of time. Typically, the ship owner is responsible for providing the crew and paying vessel operating expenses while the charterer is responsible for paying the voyage expenses and additional voyage insurance.
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        Vessel operating expenses.     The costs of operating a vessel, primarily consisting of crew wages and associated costs, insurance premiums, management fees, lubricant and spare part costs, and repair and maintenance costs. Vessel operating expenses exclude fuel costs, port expenses, agents' fees, canal dues and extra war risk insurance premiums, as well as commissions, which are included in "voyage expenses."
        Voyage charter.     A charter under which a ship owner is paid freight on the basis of moving cargo from a loading port to a discharging port. The ship owner is responsible for paying both vessel operating expenses and voyage expenses. Typically, the charterer is responsible for any delay at the loading or discharging ports.
        Voyage expenses.     Expenses incurred due to a vessel's traveling from a loading port to a discharging port, such as fuel (bunkers) costs, port expenses, agents' fees, canal dues and extra war risk insurance, as well as commissions.
115

 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
        Consolidated Financial Statements as of and for the three months ended March 31, 2005, and as of December 31, 2004 and for the period September 27, 2004 (date of inception) through December 31, 2004:

 	 	PAGE

Report of Independent Registered Public Accounting Firm	
 	
F-2	

Consolidated Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004	
 	
F-3	

Consolidated Statements of Operations for the three months ended March 31, 2005 (unaudited) and the period September 27, 2004 (date of inception) through December 31, 2004	
 	
F-4	

Consolidated Statements of Shareholder's Equity for the three months ended March 31, 2005 (unaudited) and the period September 27, 2004 (date of inception) through December 31, 2004	
 	
F-5	

Consolidated Statements of Cash Flows for the three months ended March 31, 2005 (unaudited) and the period September 27, 2004 (date of inception) through December 31, 2004	
 	
F-6	

Notes to Consolidated Financial Statements	
 	
F-7	
F-1

 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder
of Genco Shipping & Trading Limited
        We have audited the accompanying consolidated balance sheet of Genco Shipping & Trading Limited (a wholly owned subsidiary of Fleet Acquisition LLC) and its subsidiaries (the "Company") as of December 31, 2004 and the related consolidated statements of operations, shareholder's equity, and cash flows for the period from September 27, 2004 (date of inception) through December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2004 and the results of its operations and its cash flows for the period from September 27, 2004 (date of inception) to December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
New York, New York
May 6, 2005 (Except for the last paragraph of Note 1 as to which the date is                  .)
        The accompanying consolidated financial statements reflect the 27,000:1 stock split in the form of a stock dividend of common stock, which is to be effected prior to the closing of the offering. The above report is in the form which will be signed by Deloitte & Touche LLP upon consummation of such split, which is described in the last paragraph of Note 1 of the Notes to Consolidated Financial Statements, and assuming that from May 6, 2005 to the date of such split, no other events have occurred, other than those described in Note 11 of Notes to Consolidated Financial Statements, that would affect the accompanying consolidated financial statements and notes thereto.
New York, New York
July       , 2005
F-2

 
 GENCO SHIPPING & TRADING LIMITED
(A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC)

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2005 (UNAUDITED)
AND DECEMBER 31, 2004
(U.S. Dollars in thousands)

 	 	March 31, 2005
	 	December 31, 2004
	
 	 	(unaudited)
	 	 	
ASSETS	 	 	 	 	 	 	
CURRENT ASSETS:	 	 	 	 	 	 	
 	Cash	 	$	17,330	 	$	7,431	
 	Restricted cash	 	 	7,108	 	 	—	
 	Due from charterers	 	 	29	 	 	664	
 	Prepaid expenses and other current assets	 	 	1,163	 	 	434	
 	 		 		
 	 	Total current assets	 	 	25,630	 	 	8,529	
 	 		 		
NONCURRENT ASSETS:	 	 	 	 	 	 	
 	Vessels, net of accumulated depreciation of $4,402 and $421, respectively	 	 	371,402	 	 	148,070	
 	Deferred financing costs, net	 	 	4,209	 	 	4,106	
 	Deposits on vessels	 	 	6,880	 	 	40,923	
 	 		 		
 	 	Total noncurrent assets	 	 	382,491	 	 	193,099	
 	 		 		
TOTAL ASSETS	 	$	408,121	 	$	201,628	
 	 		 		
LIABILITIES AND SHAREHOLDER'S EQUITY	 	 	 	 	 	 	
CURRENT LIABILITIES:	 	 	 	 	 	 	
 	Accounts payable and accrued expenses	 	$	1,919	 	$	845	
 	Current portion of long-term debt	 	 	75,857	 	 	23,203	
 	 		 		
 	 	Total current liabilities	 	 	77,776	 	 	24,048	
 	 		 		
NONCURRENT LIABILITIES:	 	 	 	 	 	 	
 	Deferred revenue	 	 	2,771	 	 	1,643	
 	Long-term debt	 	 	242,816	 	 	102,563	
 	 		 		
 	 	Total noncurrent liabilities	 	 	245,587	 	 	104,206	
 	 		 		
TOTAL LIABILITIES	 	 	323,363	 	 	128,254	
 	 		 		
COMMITMENTS AND CONTINGENCIES	 	 	 	 	 	 	

SHAREHOLDER'S EQUITY:	

 	

 	
 	Common stock, par value $0.01; 100,000,000 shares authorized; 13,500,000 issued and outstanding	 	$	135	 	 	135	
 	Paid-in capital	 	 	72,332	 	 	72,332	
 	Retained earnings	 	 	12,291	 	 	907	
 	 		 		
 	 	Total shareholder's equity	 	 	84,758	 	 	73,374	
 	 		 		
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	 	$	408,121	 	$	201,628	
 	 		 		
See notes to consolidated financial statements.
F-3

 
 
 GENCO SHIPPING & TRADING LIMITED
(A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED)
AND THE PERIOD SEPTEMBER 27, 2004 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2004
(U.S. Dollars in thousands, except earnings per share)

 	 	Three Months
ended
March 31, 2005
	 	September 27, 2004
through
December 31, 2004
	 	
 	 	(unaudited)
	 	 	 	
REVENUES	 	$	21,399	 	$	1,887	 	
OPERATING EXPENSES:	 	 	 	 	 	 	 	
 	Voyage expenses	 	 	890	 	 	44	 	
 	Vessel operating expenses	 	 	2,016	 	 	141	 	
 	General and administative expenses	 	 	591	 	 	140	 	
 	Depreciation	 	 	3,981	 	 	421	 	
 	 		 		 	
 	 	Total operating expenses	 	 	7,478	 	 	746	 	

OPERATING INCOME	

13,921	

1,141	

INTEREST INCOME (EXPENSE):	

 	

 	
 	
 	Interest income	 	 	83	 	 	8	 	
 	Interest expense	 	 	(2,620	)	 	(242	)	

NET INTEREST EXPENSE	

(2,537	
)	
 	
(234	
)	
 	 		 		 	
NET INCOME	 	$	11,384	 	$	907	 	
 	 		 		 	
EARNINGS PER SHARE—BASIC	 	$	0.84	 	$	0.07	 	
 	 		 		 	
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING	 	 	13,500,000	 	 	13,500,000	 	
 	 		 		 	
See notes to consolidated financial statements.
F-4

 
 
 GENCO SHIPPING & TRADING LIMITED

(A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC)

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED)
AND THE PERIOD SEPTEMBER 27, 2004 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2004
(U.S. Dollars in thousands)

 	 	Common
Stock
	 	Paid-in
Capital
	 	Retained
Earnings
	 	Total
	
Balance—September 27, 2004 (date of inception)	 	$	—	 	$	—	 	$	—	 	$	—	
 	Capital contributions	 	 	135	 	 	72,332	 	 	 	 	 	72,467	
 	Net income	 	 	 	 	 	 	 	 	907	 	 	907	
 	 		 		 		 		
Balance—December 31, 2004	 	 	135	 	 	72,332	 	 	907	 	 	73,374	
 	 		 		 		 		
 	Net income	 	 	 	 	 	 	 	 	11,384	 	 	11,384	
 	 		 		 		 		
Balance—March 31, 2005 (unaudited)	 	$	135	 	$	72,332	 	$	12,291	 	$	84,758	
 	 		 		 		 		
See notes to consolidated financial statements.
F-5

 
 
 GENCO SHIPPING & TRADING LIMITED
(A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED) AND
THE PERIOD SEPTEMBER 27, 2004 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2004
(U.S. Dollars in thousands)

 	 	Three
Months
ended
March 31, 2005
	 	September 27,
2004
Through
December 31, 2004
	 	
 	 	(Unaudited)
	 	 	 	
CASH FLOWS FROM OPERATING ACTIVITIES:	 	 	 	 	 	 	 	
 	Net income	 	$	11,384	 	$	907	 	
 	
Adjustments to reconcile net income to net cash provided by operating activities:	

 	

 	
 	
 	 	Depreciation	 	 	3,981	 	 	421	 	
 	 	Amortization of deferred financing costs	 	 	202	 	 	—	 	
 	 	Change in assets and liabilities:	 	 	 	 	 	 	 	
 	 	 	Decrease (increase) in due from charterers	 	 	635	 	 	(664	)	
 	 	 	Increase in prepaid expenses and other current assets	 	 	(729	)	 	(434	)	
 	 	 	Increase in accounts payable and accrued expenses	 	 	1,074	 	 	845	 	
 	 	 	Increase in deferred revenue	 	 	1,128	 	 	1,643	 	
 	 		 		 	
 	 	 	 	Net cash provided by operating activities	 	 	17,675	 	 	2,718	 	

CASH FLOWS FROM INVESTING ACTIVITIES:	

 	

 	
 	
 	Purchase of vessels and equipment	 	 	(193,270	)	 	(148,491	)	
 	Deposits on vessels	 	 	—	 	 	(40,923	)	
 	 		 		 	
 	 	 	 	Net cash used in investing activities	 	 	(193,270	)	 	(189,414	)	

CASH FLOWS FROM FINANCING ACTIVITIES:	

 	

 	
 	
 	Proceeds from bank loan	 	 	192,907	 	 	125,766	 	
 	Deferred financing costs	 	 	(305	)	 	(4,106	)	
 	Capital contributions from shareholder	 	 	—	 	 	72,467	 	
 	Increase in restricted cash	 	 	(7,108	)	 	—	 	
 	 		 		 	
 	 	 	 	Net cash provided by financing activities	 	 	185,494	 	 	194,127	 	

NET INCREASE IN CASH	

9,899	

7,431	

CASH AT BEGINNING OF PERIOD	

7,431	

—	

 	CASH AT END OF PERIOD	 	$	17,330	 	$	7,431	 	

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION—	

 	

 	
 	
 	Cash paid during the period for interest	 	$	1,418	 	$	155	 	
 	 		 		 	
See notes to consolidated financial statements.
F-6

 
 GENCO SHIPPING & TRADING LIMITED
(A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED) AND THE PERIOD
SEPTEMBER 27, 2004 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 2004
(U.S. Dollars in thousands, except per share amounts)
1.    GENERAL INFORMATION
        The accompanying consolidated financial statements include the accounts of Genco Shipping & Trading Limited ("GS&T") and its wholly owned subsidiaries (collectively, the "Company"). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T was formed September 27, 2004 under the laws of the Marshall Islands and is the sole owner of all of the outstanding shares of the following subsidiaries: Genco Ship Management LLC, and the 16 shipowning subsidiaries as set forth below. The Company was incorporated on September 27, 2004 and began operations on December 6, 2004 with the delivery of its first vessel.
        The Company agreed to acquire a fleet of 16 drybulk carriers from an unaffiliated third party. As of March 31, 2005, the Company had taken delivery of the following 14 drybulk carriers and took delivery of the Genco Prosperity in April 2005 and the Genco Trader in June 2005 as shown below:

Wholly Owned
Subsidiaries
	 	Vessels
Acquired
	 	dwt
	 	Date
Delivered
	 	Year
Built
	
Genco Reliance Limited	 	Genco Reliance	 	29,952	 	12/6/04	 	1999	
Genco Glory Limited	 	Genco Glory	 	41,062	 	12/8/04	 	1984	
Genco Vigour Limited	 	Genco Vigour	 	73,941	 	12/15/04	 	1999	
Genco Explorer Limited	 	Genco Explorer	 	29,952	 	12/17/04	 	1999	
Genco Carrier Limited	 	Genco Carrier	 	47,180	 	12/28/04	 	1998	
Genco Sugar Limited	 	Genco Sugar	 	29,952	 	12/30/04	 	1998	
Genco Pioneer Limited	 	Genco Pioneer	 	29,952	 	1/4/05	 	1999	
Genco Progress Limited	 	Genco Progress	 	29,952	 	1/12/05	 	1999	
Genco Wisdom Limited	 	Genco Wisdom	 	47,180	 	1/13/05	 	1997	
Genco Success Limited	 	Genco Success	 	47,186	 	1/31/05	 	1997	
Genco Beauty Limited	 	Genco Beauty	 	73,941	 	2/7/05	 	1999	
Genco Knight Limited	 	Genco Knight	 	73,941	 	2/16/05	 	1999	
Genco Leader Limited	 	Genco Leader	 	73,941	 	2/16/05	 	1999	
Genco Marine Limited	 	Genco Marine	 	45,222	 	3/29/05	 	1996	
Genco Prosperity Limited	 	Genco Prosperity	 	47,180	 	4/4/05	 	1997	
Genco Trader Limited	 	Genco Trader	 	69,388	 	6/7/05	 	1990	
        The purchase price of the 16 vessels aggregated to approximately $421,000, which was funded from a portion of the $72,467 generated from GS&T's initial issuance of common stock to Fleet Acquisition LLC (the "Parent Company" or "Parent") from the borrowings under the Company's credit facility and from the Company's cash flows from operations.
        The Company is 100% owned by the Parent. Fleet Acquisition LLC is a limited liability company organized on November 3, 2004 under the laws of the Marshall Islands. Fleet Acquisition LLC is owned 66.53% by OCM Opportunity (Oaktree Capital Management), 26.63% by Peter Georgiopoulos, and 6.84% by others.
F-7

        The information set forth in these consolidated financial statements for the three months ended March 31, 2005 is unaudited and reflects all adjustments, consisting only of normal recurring adjustments, that, in the opinion of management, are necessary to present fairly the financial position and results of operations of the Company for the period. Results of operations for the interim periods are not necessarily indicative of the results of operations for the full fiscal year.
        In connection with a proposed public offering of the Company's common stock, prior to the closing of this offering, the Company's Board of Directors and stockholder will approve a split (in the form of a stock dividend) of the Company's common stock. All share and per share amounts relating to common stock, included in the accompanying consolidated financial statements and footnotes have been restated to reflect the stock split for all periods presented.
2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         Principles of Consolidation — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which include the accounts of Genco Shipping & Trading Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
         Business Geographics —Non-U.S. operations accounted for 100% of revenues and net income. The Company's vessels regularly move between countries in international waters, over hundreds of trade routes.
         Segment Reporting —The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e. spot or time charters. The Company does not use discrete financial information to evaluate the operating results for different types of charters. Although revenue can be identified for these types of charters, management cannot and does not separately identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus, the Company has determined that it operates under one reportable segment. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.
         Revenue and Voyage Expense Recognition —Since the Company's inception, revenues have been generated from time charter agreements. A time charter involves placing a vessel at the charterer's disposal for a set period of time during which the charterer may use the vessel in return for the payment by the charterer of a specified daily hire rate. In time charters, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. Time charter revenues are recorded over the term of the charter as service is provided. Revenues are recognized on a straight line basis as the
F-8

average revenue over the term of the respective time charter agreement. The Company has no significant performance claims in its time charter agreements.
         Vessel Operating Expenses —Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, and other miscellaneous expenses. Vessel operating expenses are recognized when incurred.
         Vessels, Net —Vessels, net are stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard.
        Depreciation expense is calculated based on cost less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel's remaining estimated useful life or the estimated life of the renewal or betterment. Undepreciated cost of any asset component being replaced that was acquired after the initial vessel purchase is written off as a component of vessel operating expense. Expenditures for routine maintenance and repairs are expensed as incurred. Scrap value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight ton (lwt). At March 31, 2005 and December 31, 2004, the Company estimated the cost of steel to be approximately $175/lwt.
        Deferred Drydocking Costs —Our vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. We capitalize the costs associated with the drydockings as they occur and amortize these costs on a straight-line basis over the period between drydockings. Costs capitalized as part of a vessel's drydocking include actual costs incurred at the drydocking yard; cost of fuel consumed between the vessel's last discharge port prior to the drydocking and the time the vessel leaves the drydocking yard; cost of hiring riding crews to perform drydocking-related activities and cost of parts that are reasonably made in anticipation of reducing the duration or cost of the drydocking; cost of travel, lodging and subsistence of personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee the drydocking. During the period September 27, 2004 (date of inception) through December 31, 2004 and for the three months ended March 31, 2005, the Company did not incur any drydocking costs.
         Inventory —Inventory consist of lubricants, which are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.
         Impairment of Long-Lived Assets — The Company follows Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. In the evaluation of the fair value and future benefits of long-lived assets, the Company performs an analysis of the anticipated undiscounted future net cash flows of the
F-9

related long-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. Various factors including anticipated future charter rates, estimated scrap values, future drydocking costs and estimated vessel operating costs, are included in this analysis.
        For the three months ended March 31, 2005 and the period September 27, 2004 (date of inception) through December 31, 2004, no impairment charges were recorded, based on the analysis described above.
         Deferred Financing Costs, Net —Deferred financing costs include fees, commissions and legal expenses associated with securing loan facilities. These costs are amortized over the life of the related debt, which is included in interest expense. Accumulated amortization of deferred financing costs as of March 31, 2005 and December 31, 2004 were $262 and $60, respectively.
         Deposits on Vessels —Deposits on vessels consist of payments made to the seller of vessels in advance of the Company taking possession of the vessel.
         Cash and Cash Equivalents —The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.
        Restricted Cash —Restricted cash represents cash that must be used to pay future principal and interest for the subsequent quarter pursuant to the Company's existing credit facility.
         Income Taxes —Pursuant to the U.S. Internal Revenue Code of 1986 as amended (the "Code"), Section 883, effective for the Company's fiscal years beginning on or after December 1, 1987, qualified income derived from the international operations of ships is excluded from gross income and exempt from U.S. federal income tax if the company, engaged in the international operation of ships, meets certain requirements. Among other things, in order to qualify, the company must be incorporated in a country which grants an equivalent exemption to U.S. citizens and corporations and must satisfy certain qualified ownership requirements.
        The Company is incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax.
        The Marshall Islands has been officially recognized by the Internal Revenue Service as a qualified foreign country that currently grants the requisite equivalent exemption from tax.
        Unless exempt from United States federal income taxation under the rules discussed above, a foreign corporation is subject to United States federal income taxation on its "shipping income" that is treated as derived from sources within the United States, to which we refer as "United States source shipping income." For these purposes "shipping income" means any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time voyage, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement or other joint
F-10

venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses. For tax purposes, "United States source shipping income" includes (i) 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States and (ii) 100% of shipping income that is attributable to transportation that both begins and ends in the United States.
        In October 2004, the U.S. Congress enacted the American Jobs Creation Act of 2004. The Act provided for certain changes in the taxation of U.S.-owned shipping companies. The Company does not believe that such changes will impact its exemption from taxation of its U.S. operations.
         Deferred Revenue —Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income in the appropriate future periods.
         Accounting Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel and drydock valuations and the valuation of due from charterers. Actual results could differ from those estimates.
         Concentration of Credit Risk —Financial instruments that potentially subject the Company to concentrations of credit risk are trade receivables. With respect to accounts receivable, the Company attempts to limit its credit risk by performing ongoing credit evaluations and, when deemed necessary, requiring letters of credit, guarantees or collateral. Although the Company earned 100% of revenues from ten customers, management does not believe significant risk exists in connection with the Company's concentrations of credit at March 31, 2005.
         Fair Value of Financial Instruments —The estimated fair values of the Company's financial instruments approximate their individual carrying amounts as of March 31, 2005 and December 31, 2004 due to their short-term maturity or the variable-rate nature of the respective borrowings.
         Earnings Per Share —Earnings per share has been calculated by dividing the net income by weighted average number of common shares outstanding during the period. There is no dilution for the three months ended March 31, 2005 or for the period ended December 31, 2004.
         New Accounting Pronouncements —In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant-date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides service in exchange for the award. SFAS 123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes APB 25. This Statement will be effective as of the beginning of the first fiscal year that begins after June 15, 2005.
F-11

        Entities that used the fair-value-based method for either recognition or disclosure under SFAS No. 123 will apply this revised Statement using a modified version of prospective application. Under this transition method, for the portion of outstanding awards for which the requisite service has not yet been rendered, compensation cost is recognized on or after the required effective date based on the grant-date fair value of those awards calculated under SFAS No. 123 for either recognition or pro forma disclosures. For periods before the required effective date, those entities may elect to apply a modified version of the retrospective application under which financial statements for periods are adjusted on a basis consistent with the pro forma disclosures required for those periods by SFAS No. 123. The adoption of SFAS No. 123R will not have a material impact on the Company's financial statements.
3.    DEPOSITS ON VESSELS
        Under the terms of the purchase agreement between the company and an unaffiliated seller, the Company was required to make a deposit of 15% of the purchase price for each vessel to be acquired for its initial fleet. The deposit for each vessel is applied towards the purchase price of that vessel on the acquisition date. As of March 31, 2005 and December 31, 2004 deposits held for the subsequent purchase of the remaining two and ten vessels were $6,880 and $40,923, respectively.
4.    RELATED PARTY TRANSACTIONS
        The following are related party transactions not disclosed elsewhere in these financial statements:
        As of April 2005, the Company rents office space as its principal executive offices in a building currently leased by GenMar Realty LLC, a company wholly owned by Peter C. Georgiopoulos, the Chairman of the Board. There is no lease agreement between the Company and GenMar Realty LLC. The Company currently pays an occupancy fee on a month-to-month basis in the amount of $55. For the three months ended March 31, 2005 and the period from September 27, 2004 (date of inception) through December 31, 2004, the Company did not incur any of these occupancy fees.
        During the three months ended March 31, 2005 and the period from September 27, 2004 (date of inception) through December 31, 2004, the Company incurred legal services (primarily in connection with vessel acquisitions in 2004) aggregating $107 and $83 from Constantine Georgiopoulos, father of Peter C. Georgiopoulos, Chairman of the Board. At March 31, 2005 and December 31, 2004, $190 and $83, respectively, were outstanding to Constantine Georgiopoulous.
        The Company has obtained an insurance policy through Leeds & Leeds Company Inc., a broker. Leeds & Leeds Company Inc. currently holds less than 0.1% ownership in the Parent. The Company incurred $361 and $24 of insurance expense to them for the three months ended March 31, 2005 and the period from September 27, 2004 (date of inception) through December 31, 2004, respectively.
F-12

5.    PREPAID EXPENSES AND OTHER CURRENT ASSETS
        Prepaid expenses and other current assets consist of the following:

 	 	March 31,
2005
	 	December 31,
2004
	
 	 	(unaudited)
	 	 	
Lubricants inventory	 	$	629	 	$	291	
Prepaid Insurance	 	 	240	 	 	—	
Other	 	 	294	 	 	143	
 	 		 		
Total	 	$	1,163	 	$	434	
 	 		 		
6.    ACCOUNTS PAYABLE AND ACCRUED EXPENSES
        Accounts payable and accrued expenses consist of the following:

 	 	March 31,
2005
	 	December 31,
2004
	
 	 	(unaudited)
	 	 	
Accounts payable	 	$	276	 	$	332	
Accrued expenses	 	 	314	 	 	363	
Accrued interest	 	 	1,027	 	 	27	
Commitment fee payable	 	 	302	 	 	123	
 	 		 		
Total	 	$	1,919	 	$	845	
 	 		 		
7.    LONG-TERM DEBT
        Long-term debt consists of the following:

 	 	March 31,
2005
	 	December 31,
2004
	
 	 	(unaudited)
	 	 	
Term Loan	 	$	318,673	 	$	125,766	
Less: Current portion of long-term debt	 	 	75,857	 	 	23,203	
 	 		 		
Long-term debt	 	$	242,816	 	$	102,563	
 	 		 		
        On December 3, 2004 the Company entered into a credit facility ("2004 Credit Facility") with a limit of $357,000 with a group of lender banks. The loan has a five-year maturity at a rate of LIBOR plus 1.375% per year until $100,000 has been repaid and thereafter at LIBOR plus 1.250%. In the
F-13

event of late principal payments additional interest charges will be incurred. The following table sets forth our contractual obligations and the maturity dates as of March 31, 2005:

Period Ending December 31,
	 	Total
	
2005 (June 1, 2005 to December 31, 2005)	 	$	57,448	
2006	 	 	73,643	
2007	 	 	38,495	
2008	 	 	26,779	
2009	 	 	26,779	
Thereafter	 	 	95,529	
 	 		
 	 	$	318,673	
 	 		
        The 2004 Credit Facility is secured by a first priority mortgage on each of the vessels in the Company's fleet and a first assignment of all freights, earnings and insurances. As at March 31, 2005, the 14 vessels acquired in 2004 and 2005 as described in Note 1 had a carrying value of $371,402. As of March 31, 2005, all the principal of the loan for the 14 vessels acquired in 2004 was outstanding.
        The terms and conditions of the 2004 Credit Facility require compliance with certain restrictive covenants. Under the credit facility, the Company is required to maintain certain financial covenants requiring among other things to ensure that, the aggregate market value of the vessels in the fleet that secure the obligation under the 2004 Credit Facility exceed the aggregate principal amount of debt outstanding under the 2004 Credit Facility and maintain certain ratios such as: interest coverage ratios and maximum leverage ratios. In addition, the Company must employ all vessels under a fixed rate charter for a term ending no sooner than 24 months immediately following the vessel's purchase and maintain certain minimum funding requirements from the Parent. Vessel charterers must be approved by the lenders under the current credit facility.
        The Company failed to comply with such covenants by employing certain vessels under fixed-rate charters for terms ending sooner than 24 months immediately following the vessel's purchase. The Company received a waiver in May 2005 that deemed all charters entered into to be in compliance with the covenant for chartering except for the Genco Leader. In March and April 2005, the Company received waivers extending the required compliance date of the Genco Leader through June 30, 2005.
        The Company was obligated to receive a minimum amount of funding from the Parent on the earlier of December 15, 2004 or the delivery of the fourth vessel. On December 15, 2004, the Company was underfunded from its parent by $2,705. In May 2005, the Company received a waiver for the underfunding through May 31, 2005. The Parent made the required capital contribution in May 2005.
        Interest rates during the three months ended March 31, 2005 averaged 3.912% and ranged from 3.687% to 4.250% during that period. Interest rates during the period from inception to December 31, 2004 ranged from 3.625% to 3.875% on the Credit Facility.
F-14

8.    REVENUE FROM TIME CHARTERS
        Total revenue earned on time charters for the three months ended March 31, 2005 and the period from September 27, 2004 (date of inception) through December 31, 2004 was $21,399 and $1,887, respectively. Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of March 31, 2005 will be $92,636 during the remaining nine months of 2005, $120,553 during 2006 and $22,519 during 2007.
9.    SIGNIFICANT CUSTOMERS
        For the three months ended March 31, 2005, the Company's total revenue was earned from ten customers and two customers accounted for more than 30% of revenues individually. For the period ended December 31, 2004, all of the Company's revenues were earned from four customers. For the period ended December 31, 2004, three of the Company's customers accounted for more than 10% of its revenue.
10.    LEGAL PROCEEDINGS
        From time to time the Company will be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the Company, its financial condition, results of operations or cash flows.
11.    SUBSEQUENT EVENTS (UNAUDITED)
        In May 2005, the Company received an additional capital contribution from Fleet Acquisition of $2,700.
        In June 2005 the Company has received a waiver for the Genco Trader through July 31, 2005 extending the compliance date for the covenant to employ vessels under fixed-rate charters for terms ending no sooner than 24 months immediately following the vessel's purchase.
        The following two vessels have been delivered subsequent to March 31, 2005.

Vessel
	 	dwt
	 	Year
Built
	 	Delivery Date
	
Genco Prosperity	 	47,180	 	1997	 	4/4/2005	
Genco Trader	 	69,388	 	1990	 	6/7/2005	
        Subsequent to March 31, 2005, the Company paid $38,989 to purchase the vessels. The purchase price paid for the vessels upon delivery was funded with $38,327 of additional debt under the Credit Facility and $662 from working capital.
F-15

Genco Beauty (Panamax Bulk Carrier)

         Through and including            , 2005, which is the 25 th day after the date of this prospectus, all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 
 PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13.    Other Expenses of Issuance and Distribution
 
 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
        We estimate the expenses in connection with the issuance and distribution of our common stock in this offering, other than underwriting discounts and commissions, as follows:

SEC Registration Fee	 	$	41,195	
Printing Expenses	 	 	250,000	
Legal Fees and Expenses	 	 	750,000	
Accountants' Fees and Expenses	 	 	550,000	
Nasdaq Entry Fee	 	 	120,000	
National Association of Securities Dealers, Inc. Filing Fee	 	 	35,500	
Blue Sky Fees and Expenses	 	 	5,000	
Transfer Agent's Fees and Expenses	 	 	10,000	
 	 		
Other Fees and Expenses	 	 	238,305	
 	 		
Total	 	$	2,000,000	
 	 		
Item 14.    Indemnification of Directors and Officers.
        The amended and restated bylaws of the Registrant will provide that every director and officer of the Registrant shall be indemnified out of the funds of the Registrant to the extent provided by Section 60 including as follows:
        (1) all civil liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him as such director or officer acting in the reasonable belief that he has been so appointed or elected notwithstanding any defect in such appointment or election, provided always that such indemnity shall not extend to any matter which would render it void pursuant to any Marshall Islands statute from time to time in force concerning companies insofar as the same applies to the Registrant (the "Companies Acts"); and
        (2) all liabilities incurred by him as such director or officer in defending any proceedings, whether civil or criminal, in which judgment is given in his favor, or in which he is acquitted, or in connection with any application under the Companies Acts in which relief from liability is granted to him by the court.
        Section 60 of the Business Corporations Act of the Marshall Islands provides as follows:
        Indemnification of directors and officers.
        (1) Actions not by or in right of the corporation .    A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect
II-1

to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
        (2)     Actions by or in right of the corporation ,    A corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
        (3)     When director or officer successful ,    To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
        (4)     Payment of expenses in advance ,    Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
        (5)     Continuation of indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
        (6)     Insurance ,    A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity. whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
Item 15.    Recent Sales of Unregistered Securities.
        On November 15, 2004, we issued 500 shares of our common stock to our sole shareholder, Fleet Acquisition LLC, for aggregate consideration consisting of $5,000, in connection with our initial capitalization. This issuance was exempt from registration pursuant to Section 4(2) of the Securities Act as a private placement to an accredited investor, as such term is defined in Rule 501(a) of the Securities Act.
II-2

Item 16.    Exhibits and Financial Statement Schedules.
(a)
Exhibits

Exhibit
Number
	 	Description
	
1	 	Form of Underwriting Agreement*	

3.1	
 	
Amended and Restated Articles of Incorporation of the Company	

3.2	
 	
Amended and Restated Bylaws of the Company	

4.1	
 	
Form of Share Certificate of the Company*	

4.2	
 	
Form of Shareholders' Rights Agreement*	

5	
 	
Opinion of Seward & Kissel LLP, United States and Marshall Islands Counsel to the Company, as to the validity of the common stock	

8	
 	
Opinion of Seward & Kissel LLP, United States Counsel to the Company, with respect to certain tax matters	

10.1	
 	
Form of Registration Rights Agreement*	

10.2	
 	
Form of 2005 Equity Incentive Plan*	

10.3	
 	
Credit Agreement among Fleet Acquisition LLC, Genco Shipping & Trading Limited, Various Lenders, Nordea Bank Finland plc, New York Branch and Citigroup Global Markets Limited dated December 3, 2004*	

10.4	
 	
Credit Agreement dated            , 2005, between the Company and        *	

10.5	
 	
Employment Agreement between the Company and Robert Gerald Buchanan*	

10.6	
 	
Employment Agreement between the Company and John C. Wobensmith*	

10.7	
 	
Time Charter Party Between BHP Billiton Marketing AG and Genco Knight Limited	

10.8	
 	
Time Charter Party Between BHP Billiton Marketing AG and Genco Vigour Limited	

10.9	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Explorer Limited	

10.10	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Pioneer Limited	

10.11	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Progress Limited	

10.12	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Reliance Limited	

10.13	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Sugar Limited	

10.14	
 	
Letter of Commitment dated July 5, 2005 between Genco Shipping & Trading Limited and Nordea Bank Finland plc, New York Branch, DnB NOR Bank ASA, New York Branch and Citigroup Global Markets Limited	

21	
 	
Subsidiaries of the Company**	

23.1	
 	
Consents of Seward & Kissel LLP (included in Exhibit 8)	

23.2	
 	
Consent of Deloitte & Touche LLP	

23.3	
 	
Consent of Drewry Shipping Consultants Limited	

23.4	
 	
Consent of Nathaniel A. Kramer*	

23.5	
 	
Consent of Stephen A. Kaplan*	

II-3

 

23.6	
 	
Consent of Mark F. Polzin*	

23.7	
 	
Consent of Rear Admiral Robert C. North, USCG (ret.)*	

23.8	
 	
Consent of Basil G. Mavroleon*	

*
To be filed by amendment.

**
Previously filed.
Item 17. Undertakings.
         Reg. S-K, Item 512(f) Undertaking:     The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
         Reg. S-K, Item 512(h) Undertaking: Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the provisions described above in Item 14, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
         Reg. S-K, Item 512(I) Undertaking: The undersigned Registrant hereby undertakes that:
1.
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

2.
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4

 
 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant to has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on July 6, 2005.

 	 	GENCO SHIPPING & TRADING LIMITED	

 	
By:	
/s/   ROBERT GERALD BUCHANAN       

Name: Robert Gerald Buchanan
Title: President	
        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert Gerald Buchanan, John C. Wobensmith, Gary J. Wolfe, and Robert E. Lustrin his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any related registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
        Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons on July 6, 2005 in the capacities indicated.

Signature
	 	Title

 	

/s/   PETER C. GEORGIOPOULOS       

Peter C. Georgiopoulos	 	Chairman of the Board	

/s/   ROBERT GERALD BUCHANAN       

Robert Gerald Buchanan	
 	
President
(Principal Executive Officer)	

/s/   JOHN C. WOBENSMITH       

John C. Wobensmith	
 	
Chief Financial Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer)	
II-5

 
 
 INDEX TO EXHIBITS

Exhibit
Number
	 	Description
	
1	 	Form of Underwriting Agreement*	

3.1	
 	
Amended and Restated Articles of Incorporation of the Company	

3.2	
 	
Amended and Restated Bylaws of the Company	

4.1	
 	
Form of Share Certificate of the Company*	

4.2	
 	
Form of Shareholders' Rights Agreement*	

5	
 	
Opinion of Seward & Kissel LLP, United States and Marshall Islands Counsel to the Company, as to the validity of the common stock	

8	
 	
Opinion of Seward & Kissel LLP, United States Counsel to the Company, with respect to certain tax matters	

10.1	
 	
Form of Registration Rights Agreement*	

10.2	
 	
Form of 2005 Equity Incentive Plan*	

10.3	
 	
Credit Agreement among Fleet Acquisition LLC, Genco Shipping & Trading Limited, Various Lenders, Nordea Bank Finland plc, New York Branch and Citigroup Global Markets Limited dated December 3, 2004*	

10.4	
 	
Credit Agreement dated            , 2005, between the Company and        *	

10.5	
 	
Employment Agreement between the Company and Robert Gerald Buchanan*	

10.6	
 	
Employment Agreement between the Company and John C. Wobensmith*	

10.7	
 	
Time Charter Party Between BHP Billiton Marketing AG and Genco Knight Limited	

10.8	
 	
Time Charter Party Between BHP Billiton Marketing AG and Genco Vigour Limited	

10.9	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Explorer Limited	

10.10	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Pioneer Limited	

10.11	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Progress Limited	

10.12	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Reliance Limited	

10.13	
 	
Time Charter Party Between Lauritzen Bulkers A/S and Genco Sugar Limited	

10.14	
 	
Letter of Commitment dated July 5, 2005 between Genco Shipping & Trading Limited and Nordea Bank Finland plc, New York Branch, DnB NOR Bank ASA, New York Branch and Citigroup Global Markets Limited	

21	
 	
Subsidiaries of the Company**	

23.1	
 	
Consents of Seward & Kissel LLP (included in Exhibit 8)	

23.2	
 	
Consent of Deloitte & Touche LLP	

23.3	
 	
Consent of Drewry Shipping Consultants Limited	

23.4	
 	
Consent of Nathaniel A. Kramer*	

23.5	
 	
Consent of Stephen A. Kaplan*	
 	 	 	
II-6

 

23.6	
 	
Consent of Mark F. Polzin*	

23.7	
 	
Consent of Rear Admiral Robert C. North, USCG (ret.)*	

23.8	
 	
Consent of Basil G. Mavroleon*	

*
To be filed by amendment.

**
Previously filed.
II-7

QuickLinks
 PROSPECTUS SUMMARY
Our Company
Our Fleet
Fleet Management
Industry Trends
Our Competitive Strengths
Our Business Strategy
Dividend Policy
Principal Executive Offices
 The Offering
Risk Factors
New Credit Facility
Summary Consolidated Financial and Other Data
 RISK FACTORS
 FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
 DIVIDEND POLICY
CAPITALIZATION
DILUTION
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 THE INTERNATIONAL DRYBULK SHIPPING INDUSTRY
World Seaborne Trade in 2004
Drybulk Seaborne Trade—2004
Chinese Iron Ore Imports
Crude Steel Production
Ton-Mile Demand by Commodity
Major Drybulk Seaborne Trade Routes (2004 approximate values)
 Drybulk Carrier Fleet Development—Deliveries vs. Scrappings
Drybulk Carrier Fleet and Orderbook Development
Drybulk Carrier Fleet—May 2005
Historical Drybulk Carrier Fleet and Orderbook 2001 to 2004
Drybulk Carrier Orderbook—May 2005
Drybulk Carrier Age Profile—May 2005
Drybulk Carrier Scrapping
Drybulk Fleet Ownership Summary (As of May 2005)
Time Charter Rates—12-month period, prompt delivery
Baltic Panamax Index
Drybulk Carrier Newbuilding Prices
Drybulk Carrier Secondhand Prices
 BUSINESS
 NEW CREDIT FACILITY
MANAGEMENT
PRINCIPAL AND SELLING SHAREHOLDER
RELATED-PARTY TRANSACTIONS
SHARES ELIGIBLE FOR FUTURE SALE
 DESCRIPTION OF CAPITAL STOCK
 CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS
 TAX CONSIDERATIONS
 UNDERWRITING
LEGAL MATTERS
DRYBULK SHIPPING INDUSTRY DATA
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
 GLOSSARY OF SHIPPING TERMS
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 GENCO SHIPPING & TRADING LIMITED (A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC) CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2005 (UNAUDITED) AND DECEMBER 31, 2004 (U.S. Dollars in thousands)
GENCO SHIPPING & TRADING LIMITED (A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED) AND THE PERIOD SEPTEMBER 27, 2004 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004 (U.S. Dollars in thousands, except earnings per share)
GENCO SHIPPING & TRADING LIMITED (A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC) CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED) AND THE PERIOD SEPTEMBER 27, 2004 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004 (U.S. Dollars in thousands)
GENCO SHIPPING & TRADING LIMITED (A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED) AND THE PERIOD SEPTEMBER 27, 2004 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004 (U.S. Dollars in thousands)
 GENCO SHIPPING & TRADING LIMITED (A WHOLLY OWNED SUBSIDIARY OF FLEET ACQUISITION LLC) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED) AND THE PERIOD SEPTEMBER 27, 2004 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2004 (U.S. Dollars in thousands, except per share amounts)
 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 SIGNATURES
INDEX TO EXHIBITS
 
EXHIBIT 3.1
￠
AMENDED AND RESTATED
 ARTICLES OF INCORPORATION

OF

GENCO SHIPPING & TRADING LIMITED

PURSUANT TO THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
A.            The name of the Corporation (herein the “Corporation”) shall be:
GENCO SHIPPING & TRADING LIMITED
B.            The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business Corporations Act (the “BCA”).
C.            The registered address of the Corporation in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands MH96960. The name of the Corporation’s registered agent at such address is The Trust Company of the Marshall Islands, Inc.
D.            The aggregate number of shares of stock that the Corporation is authorized to issue is One Hundred and Twenty- Five Million (125,000,000) registered shares, of which 100,000,000 shall be designated common shares with a par value of one United States cent (US$0.01) per share, and 25,000,0000 shall be designated as blank check preferred shares (hereinafter referred to as preferred shares) with a par value of one United States cent (US$0.01) per share.  The Board of Directors shall have the authority to authorize the issuance from time to time of one or more classes of preferred shares with one or more series within any class thereof, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions thereon as shall be set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such preferred shares.
E.             The Corporation shall have every power which a corporation now or hereafter organized under the BCA may have.
F.       The name and address of the incorporator is:

Name	Post Office Address	
Majuro Nominees Ltd.	P.O. Box 1405
Majuro
Marshall Islands	

G.            Corporate existence began upon filing the initial Articles of Incorporation with the Registrar of Corporations on September 27, 2004.

H.            (a)           Board of Directors shall be divided into three (3) classes of directors, which shall be as nearly equal in number as the then total number of directors constituting the entire Board of Directors will permit, and which are hereby designated as Class I, Class II and Class III, respectively.  The members of the first Board of Directors shall be elected and classified by the incorporator or by its proxy.  The term of office of each initial Class I director shall expire at the first annual meeting of shareholders, that of each initial Class II director shall expire at the second annual meeting of shareholders and that of each initial Class III director shall expire at the third annual meeting of shareholders.  At each annual meeting of shareholders, directors to succeed those whose term expire at such annual meeting shall be elected to hold office for a term expiring at the third succeeding annual meeting of shareholders and until their respective successors are elected and have qualified or until their respective death, resignation, removal or earlier termination of office.  Any vacancies in the Board of Directors for any reason shall be filled by the vote of a majority of the members of the Board of Directors then in office, although less than a quorum, and any directors so chosen shall hold office for the unexpired term of his predecessor.  Any directorship resulting from an increase in the number of directors shall be filled by the vote of a majority of the members of the Board of Directors then in office, although less than a quorum.  Any increase or any decrease in the number of directors constituting the entire Board of Directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.  Should the number of directors be increased by the Board of Directors and such directorship are filled by the Board of Directors, the shareholders shall classify the additional directors at the annual meeting of shareholders next ensuing or by unanimous written consent of all shareholders at any time after such increase.  No decrease in the number of directors shall shorten the term of any incumbent director. Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.  Cumulative voting, as defined in Division 7, Section 71(2) of the BCA, shall not be used to elect directors.
(b)           Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, these Amended and Restated Articles of Incorporation or the bylaws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time, but only for cause and only by the affirmative vote of the holders of 66 2/3 % of the outstanding shares of common stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose or by a majority of the members of the board of directors then in office. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of preferred stock shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the provisions of this Section (b) of this Article H shall not apply with respect to the director or directors elected by such holders of preferred stock.
(c)           Notwithstanding any other provisions of these Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified bylaws, these Articles of Incorporation or the bylaws of the Corporation), the affirmative vote of the holders of 66 2/3 % or more of the outstanding shares of capital stock of the Corporation
 
2

 
entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this Article H.
I.              The Board of Directors of the Corporation is expressly authorized to make, alter, amend or repeal the by laws of the Corporation by a vote of not less than a majority of the entire Board of Directors. Notwithstanding any other provisions of these Articles of Incorporation or the by laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the bylaws of the Corporation), the affirmative vote of the holders of 66 2/3 % or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this Article I.
J.             Except as provided in this Article J, special meetings of the shareholders may be called by the Chairman, President or Secretary of the Corporation at the request in writing or by resolution, by a majority of the board of directors. The Chairman, President or Secretary of the Corporation upon receiving the written demand shall give notice of such meeting, not less than 15 business days prior to such meeting. Such notice shall state the purpose or purposes of the proposed special meeting.  The business transacted at any special meeting shall be limited to the purposes stated in the notice of such meeting.
(a)           Any action required to be taken or which may be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
(b)           Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, these Amended and Restated Articles of Incorporation or the bylaws of the Corporation), the affirmative vote of the holders of 66 2/3 % of the outstanding shares of common stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this Article J.
K.            (a)           The Corporation may not engage in any Business Combination with any Interested Shareholder for a period of three years following the time of the transaction in which the person became an Interested Shareholder, unless:
(1)           prior to such time, the Board of Directors of the Corporation approved either the Business Combination or the transaction which resulted in the shareholder becoming an Interested Shareholder; or
(2)           upon consummation of the transaction which resulted in the shareholder becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of the voting stock of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine
 
3

confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
(3)           at or subsequent to such time, the Business Combination is approved by the Board of Directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66 2/3 % of the outstanding voting stock that is not owned by the interested shareholder; or
(4)           the shareholder became an Interested Shareholder prior to the consummation of the initial public offering of the Corporation’s common stock under the United States Securities Act of 1933, as amended.
(b)           The restrictions contained in this section shall not apply if:
 
(1)           A shareholder becomes an Interested Shareholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the shareholder ceases to be an Interested Shareholder; and (ii) would not, at any time within the three-year period immediately prior to a Business Combination between the Corporation and such shareholder, have been an Interested Shareholder but for the inadvertent acquisition of ownership; or
(2)           The Business Combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in the following sentence; (ii) is with or by a person who either was not an Interested Shareholder during the previous three years or who became an Interested Shareholder with the approval of the Board; and (iii) is approved or not opposed by a majority of the members of the Board then in office (but not less than one) who were Directors prior to any person becoming an Interested Shareholder during the previous three years or were recommended for election or elected to succeed such Directors by a majority of such Directors. The proposed transactions referred to in the preceding sentence are limited to:
(i)            a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant to the BCA, no vote of the shareholders of the Corporation is required);
(ii)           a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly-owned subsidiary or to the Corporation) having an aggregate market value equal to 50% or more of either that aggregate market value of all of the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares; or
 
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(iii)          a proposed tender or exchange offer for 50% or more of the outstanding voting shares of the Corporation.
The Corporation shall give not less than 20 days notice to all Interested Shareholders prior to the consummation of any of the transactions described in clause (i) or (ii) of section (b)(2) of this Article J.
                                                (c)           For the purpose of this Article J only, the term:
(1)           “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.
(2)           “Associate,” when used to indicate a relationship with any person, means: (i) Any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting shares; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
 
(3)           “Business Combination,” when used in reference to the Corporation and any Interested Shareholder of the Corporation, means:
 
(i)                                      Any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with (A) the Interested Shareholder or any of its affiliates, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the Interested Shareholder.
(ii)                                   Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a shareholder of the Corporation, to or with the Interested Shareholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares;
(iii)                                Any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any shares, or any share of such subsidiary, to the Interested Shareholder, except: (A)
 
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                                                pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares, or shares of any such subsidiary, which securities were outstanding prior to the time that the Interested Shareholder became such; (B) pursuant to a merger with a direct or indirect wholly-owned subsidiary of the Corporation solely for purposes of forming a holding company; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares, or shares of any such subsidiary, which security is distributed, pro rata to all holders of a class or series of shares subsequent to the time the Interested Shareholder became such; (D) pursuant to an exchange offer by the Corporation to purchase shares made on the same terms to all holders of said shares; or (E) any issuance or transfer of shares by the Corporation; provided however, that in no case under items (C)-(E) of this subparagraph shall there be an increase in the Interested Shareholder’s proportionate share of the any class or series of shares;
(iv)                               Any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of any class or series of shares, or securities convertible into any class or series of shares, or shares of any such subsidiary, or securities convertible into such shares, which is owned by the Interested Shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly, by the Interested Shareholder; or
(v)                                  Any receipt by the Interested Shareholder of the benefit, directly or indirectly (except proportionately as a shareholder of the Corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in subparagraphs (i)-(iv) of this paragraph) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.
(4)           “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise. A person who is the owner of 20 percent or more of the outstanding voting shares of any corporation, partnership, unincorporated association or other entity shall be presumed to have control
 
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of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting shares, in good faith and not for the purpose of circumventing this provision, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.
(5)           “Interested Shareholder” means any person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting shares of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting shares of the Corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an Interested Shareholder; and the affiliates and associates of such person; provided, however, that the term “Interested Shareholder” shall not include any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Corporation; provided that such person shall be an Interested Shareholder if thereafter such person acquires additional shares of voting shares of the Corporation, except as a result of further Company action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an Interested Shareholder, the voting shares of the Corporation deemed to be outstanding shall include voting shares deemed to be owned by the person through application of paragraph (8) below, but shall not include any other unissued shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
(6)           “Person” means any individual, corporation, partnership, unincorporated association or other entity.
(7)           “Voting stock” means, with respect to any corporation, shares of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity.
(8)           “Owner,” including the terms “own” and “owned,” when used with respect to any shares, means a person that individually or with or through any of its affiliates or associates:
(i)                                      Beneficially owns such shares, directly or indirectly; or
(ii)                                   Has (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of shares tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such
 
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                                                tendered shares is accepted for purchase or exchange; or (B) the right to vote such shares pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any shares because of such person’s right to vote such shares if the agreement, arrangement or understanding to vote such shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or
(iii)                                Has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph (ii) of this paragraph), or disposing of such shares with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares.
(d)           Any amendment of this Article K shall not be effective until 12 months after the approval of such amendment at a meeting of the shareholders of the Corporation and shall not apply to any Business Combination between the Corporation and any person who became an Interested Shareholder of the Corporation at or prior to the time of such approval.
(e)           Notwithstanding any other provisions of these Articles of Incorporation or the by laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation or the by laws of the Corporation), the affirmative vote of the holders of 66 2/3 % or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this Article K.
L.             The Corporation may transfer its corporate domicile from the Marshall Islands to any other place in the world.
 
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IN WITNESS WHEREOF, I have executed this instrument on July 5, 2005.

 	 	Peter C. Georgiopoulos	

 	 	by:	/s/ Peter C. Georgiopoulos	

9

 
EXHIBIT 3.2
GENCO SHIPPING & TRADING LIMITED
AMENDED AND RESTATED BY-LAWS
As Adopted July 6, 2005
ARTICLE I
OFFICES
The principal place of business of GENCO SHIPPING & TRADING LIMITED (herein sometime the “Corporation”) shall be at such place or places as the Directors shall from time to time determine.  The Corporation may also have an office or offices at such other places within or without the Marshall Islands as the Board of Directors may from time to time appoint or the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 1  Annual Meeting :  The annual meeting of shareholders of the Corporation shall be held on such day and at such time and place within or without the Marshall Islands as the Board of Directors may determine for the purpose of electing Directors and of transacting such other business as may properly be brought before the meeting.  The Chairman of the board or, in the Chairman’s absence, another person designated by the board shall act as Chairman of all annual meetings of shareholders.
Section 2  Nature of Business at Annual Meetings of Shareholders :  No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors (or any duly authorized committee thereof); (b) otherwise properly brought before the annual meeting by or at the direction of the board of directors (or any duly authorized committee thereof); or (c) otherwise properly brought before the annual meeting by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in Section 2 of this Article II and has remained a shareholder of record through the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in Section 2 of this Article II.
In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation (the “Secretary”).
To be timely a shareholder’s notice to the Secretary of the Corporation must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one-hundred fifty (150) days nor more than one-hundred eighty (180) days prior to the one year anniversary of the immediately preceding annual meeting of shareholders.
To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest
 
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of such shareholder in such business and (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.  In addition, notwithstanding anything in Section 2 of this Article II to the contrary, a shareholder intending to nominate one or more persons for election as a director at an annual meeting must comply with Article III Section 3 of these bylaws for such nomination or nominations to be properly brought before such meeting.
No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in Section 2 of this Article II, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in Section 2 of this Article II shall be deemed to preclude discussion by any shareholder of any such business.  If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman of the meeting shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.
Section 3  Special Meeting :  A special meeting of shareholders may be called at any time by the Chairman of the Board, the President or the Secretary at the request in writing, or by resolution, of a majority of the board of directors. No other person or persons are permitted to call a special meeting.  No business may be conducted at the special meeting other than business brought before the meeting by the board of directors, the Chairman of the Board or the President. The Chairman of the Board or, in the Chairman’s absence, another person designated by the board shall act as the Chairman of all special meetings of shareholders.  If the Chairman of the special meeting determines that business was not properly brought before the special meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.
Section 4  Notice of Meetings :  Notice of every annual and special meeting of shareholders, other than any meeting the giving of notice of which is otherwise prescribed by law, stating the date, time, place and purpose thereof, and in the case of special meetings, the name of the person or persons at whose direction the notice is being issued, shall be given personally or sent by mail, telegraph, cablegram, telex or teleprinter at least fifteen (15) but not more than sixty (60) days before such meeting, to each shareholder of record entitled to vote thereat and to each shareholder of record who, by reason of any action proposed at such meeting would be entitled to have his shares appraised if such action were taken, and the notice shall include a statement of that purpose and to that effect.  If mailed, notice shall be deemed to have been given when deposited in the mail, directed to the shareholder at his address as the same appears on the record of shareholders of the Corporation or at such address as to which the shareholder has given notice to the Secretary.  Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting prior to the conclusion thereof that he did not receive notice of such meeting.
Section 5  Adjournments :  Any meeting of shareholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.  If the meeting is-adjourned for lack of quorum, notice of the new meeting shall be given to each shareholder of record entitled to vote at the meeting.  If after an adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice in Section 4 of this Article II.
Section 6  Quorum :  At all meetings of shareholders, except as otherwise expressly provided by law, there must be present either in person or by proxy shareholders holding at least a majority of the shares
 
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issued and outstanding and entitled to vote at such meetings in order to constitute a quorum, but if less than a quorum is present, a majority of those shares present either in person or by proxy shall have power to adjourn any meeting until a quorum shall be present.
Section 7  Voting :  If a quorum is present, and except as otherwise expressly provided by law, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders.  At any meeting of shareholders each shareholder entitled to vote any shares on any matter to be voted upon at such meeting shall be entitled to one vote on such matter for each such share, and may exercise such voting right either in person or by proxy.  However, no proxy shall be valid after the expiration of eleven months from the date such proxy was authorized unless otherwise provided in the proxy.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as it is coupled with an interest sufficient in law of the Marshall Islands to support an irrevocable proxy.  A shareholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary.  Shareholders may act by way of written consent in accordance with the provisions of Section 67 of the BLA.  Any action required to permitted to be taken at a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
Section 8  Fixing of Record Date :  The Board of Directors may fix a time not more than sixty nor less than fifteen days prior to the date of any meeting of shareholders, or more than sixty days prior to the last day on which the consent or dissent of shareholders may be expressed for any purpose without a meeting, as the time as of which shareholders entitled to notice of and to vote at such a meeting or whose consent or dissent is required or may be expressed for any purpose, as the case may be, shall be determined, and all persons who were holders of record of voting shares at such time and no others shall be entitled to notice of and to vote at such meeting or to express their consent or dissent, as the case may be.  The Board of Directors may fix a time not exceeding sixty days preceding the date fixed for the payment of any dividend, the making of any distribution, the allotment of any rights or the taking of any other action, as a record time for the determination of the shareholders entitled to receive any such dividend, distribution, or allotment or for the purpose of such other action.
ARTICLE III
DIRECTORS
Section 1  Number :  The affairs, business, and property of the corporation shall be managed by a Board of Directors to consist of such number of directors not less than three, and such number shall be fixed by a majority vote of the entire Board or by the affirmative vote of holders of the majority of the outstanding common stock, from time to time.  The directors, other than those who may be elected by the holders of one or more series of preferred stock voting separately as a class pursuant to the provisions of a resolution of the Board providing for the establishment of any series of preferred stock, shall be divided into three classes:  Class I, Class II and Class III, which shall be as nearly equal in number as possible. The shareholders, acting at a duly constituted meeting thereof, or by unanimous written consent of all shareholders, shall initially designate directors as Class I, Class II or Class III directors.  Should the number of directors be increased, there shall be no classification of the additional directors until the next annual meeting of shareholders or the shareholders have classified such additional directors by unanimous written consent of all shareholders.  The initial term of office of each class of directors shall be as follows: the directors first designated as Class I directors shall serve for a term expiring at the 2006 annual meeting of the shareholders, the directors first designated as Class II directors shall serve for a term expiring at the 2007 annual meeting, and the directors first designated as Class III directors shall serve for a term expiring at the 2008 annual meeting.  At each annual meeting after such initial term, directors to replace those whose
 
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terms expire at such annual meeting shall be elected to hold office until the third succeeding annual meeting.  Each director shall serve his respective term of office until his successor shall have been elected and qualified, except in the event of his death, resignation or removal.  No decrease in the number of directors shall shorten the term of any incumbent director.  The directors need not be residents of the Marshall Islands or shareholders of the Corporation.  Corporations may, to the extent permitted by law, be elected or appointed directors.
Section 2  How Elected :  Except as otherwise provided by law or Section 4 of this Article, the Directors of the Corporation (other than the first Board of Directors if named in the Articles of Incorporation or designated by the incorporator) shall be elected at the annual meeting of shareholders.  Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.  Cumulative voting, as defined in Division 7, Section 71(2) of the BCA, shall not be used to elect directors.  Each Director shall be elected to serve until the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office.
Section 3  Nomination of Directors :  Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Articles of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances.  Nominations of persons for election to the Board of Directors may be made at any annual meeting of shareholders (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any shareholders of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in Section 3 of this Article III and on the record date for the determination of shareholder entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in Section 3 of this Article III.
In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.
To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one-hundred fifty (150) days nor more than one-hundred eighty (180) days prior to the anniversary date of the immediately preceding annual meeting of shareholders.
To be in proper written form, a shareholder’s notice to the Secretary must set forth; (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder applicable to issuers that are not foreign private issuers and (b) as to the shareholder giving the notice (i) the name and record address of such shareholder, (ii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such shareholder, (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person and persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in its notice and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy
 
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statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.  Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in Section 3 of this Article III.  If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.
Section 4  Removal :  Any or all of the directors may be removed, with cause by the affirmative vote of holders of 66 2/3 % of the issued and outstanding voting shares of the Corporation.  Any director may be removed for cause by action of the Board of Directors upon a majority vote of the members of the Board of Directors then in office.  No director may be removed without cause by either the shareholders or the Board of Directors.  Except as otherwise provided by applicable law, cause for the removal of a director shall be deemed to exist only if the director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been negligent or guilty of misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by (A) the affirmative vote of at least 80% of the directors then in office at any meeting of the Board of Directors called for that purpose or (B) a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetence directly affects his ability to serve as a director of the Corporation.
No proposal by a shareholder to remove a director shall be voted upon at a meeting of the shareholders unless such shareholder has given timely notice thereof in proper written form to the Secretary.  To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred and twenty (120) days nor more than one hundred eighty (180) days prior to the anniversary date of the immediately preceding annual meeting of the shareholders.  To be in proper written form, a shareholder’s notice must set forth: (a) a statement of the grounds, if any, on which such director is proposed to be removed, (b) evidence reasonably satisfactory to the Secretary, of such shareholder’s status as such and of the number of shares of each class of capital stock of the Corporation beneficially owned by such shareholder, and (c) a list of the names and addresses of other shareholders of the Corporation, if any, with whom such shareholder is acting in concert, and the number of shares of each class of capital stock of the Corporation beneficially owned by each such shareholder.
No shareholder proposal to remove a director shall be voted upon at an annual meeting of the shareholders unless proposed in accordance with the procedures set forth in Section 4 of this Article III.  If the Chairman of the meeting determines, based on the facts, that a shareholder proposal to remove a director was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that a proposal to remove a director of the Corporation was not made in accordance with the procedures prescribed by these Bylaws, and such defective proposal shall be disregarded.
All of the foregoing provisions of Section 4 of this Article III are subject to the terms of any preferred stock with respect to the directors to be elected solely by the holders of such preferred stock.
Section 5  Vacancies :  Vacancies in the Board of Directors occurring by death, resignation, creation of new directorships, failure of the shareholders to elect the whole Board at any annual election of Directors, or for any other reason, including removal of Directors for cause, may be filled either by the affirmative vote of a majority of the remaining Directors then in office, although less than a quorum, at any special
 
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meeting called for that purpose or at any regular meeting of the Board, except as otherwise prescribed by law or unless the articles of incorporation provide that such vacancies or newly created directorships shall be filled by vote of the shareholders.  Vacancies occurring by removal of Directors without cause may be filled only by vote of the shareholders.
Section 6  Regular Meetings :  Regular meetings of the Board of Directors may be held at such time and place as may be determined by resolution of the Board of Directors and no notice shall be required for any regular meeting.  Except as otherwise provided by law, any business may be transacted at any regular meeting.
Section 7  Special meeting :  Special meetings of the board of directors may, unless otherwise prescribed by law, be called from time to time by the Chairman, the President, or any officer of the Corporation who is also a director.  The President or the Secretary shall call a special meeting of the board upon written request directed to either of them by any two directors stating the time, place and purpose of such special meeting.  Special meetings of the board shall be held on a date and at such time and at such place as may be designated in the notice thereof by the officer calling the meeting.
Section 8  Notice of Special Meeting :    Notice of the special date, time and place of each special meeting of the board of directors shall be given to each director at least forty eight (48) hours prior to such meeting, unless the notice is given orally or delivered in person, in which case it shall be given at least twenty-four (24) hours prior to such meeting.  For the purpose of this section, notice shall be deemed to be duly given to a director if given to him personally (including by telephone) or if such notice be delivered to such director by mail, telegraph, cablegram, telex or teleprinter to his last known address.  Notice of a meeting need not be given to any director who submits a signed waiver of notice, whether before of after the meeting, or who attends the meeting without protesting, prior to the conclusion thereof, the lack of notice to him.
Section 9  Quorum :  A majority of the Directors at the time in office, present in person or by proxy or by communication equipment, shall constitute a quorum for the transaction of business.
Section 10  Interested Directors .  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, or, if the votes of the disinterested directors are insufficient to constitute an act of the Board of Directors as defined in Section 55 of the BCA, by unanimous vote of the disinterested directors; or (ii) the material facts as to his relationship or interest and as to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the shareholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.
Section 11  Voting :  The vote of the majority of the Directors, present in person or by proxy, in communication by e-mail or conference telephone, at a meeting at which a quorum is present shall be the
 
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act of the Directors.  Any action required or permitted to be taken at a meeting may be taken without a meeting if all members of the Board consent thereto in writing.
Section 12  Compensation of Directors and Members of Committees :  The Board may from time to time, in its discretion, fix the amounts which shall be payable to members of the Board of Directors and to members of any committee, for attendance at the meetings of the Board or of such committee and for services rendered to GENCO SHIPPING & TRADING LIMITED.
ARTICLE IV
COMMITTEES
Section 1  Executive Committee and Other Committees :  The Board of Directors may, by resolution or resolutions passed by a majority of the entire Board, designate from among its members an executive committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in said resolution or resolutions, or in these By-Laws, shall have and may exercise, to the extent permitted by law, the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it provided, however, that no committee shall have the power or authority to (i) fill a vacancy in the Board of Directors or in a committee thereof, (ii) amend or repeal any By-law or adopt any new By-law, (iii) amend or repeal any resolution of the entire Board, (iv) or increase the number of directors on the Board of Directors, or (v) remove any Director.  In addition, the Board of Directors may, by resolution or resolutions passed by a majority of the entire Board designate from among its members other committees to consist of one or more of the Directors of the Corporation, each of which shall perform such function and have such authority and powers as shall be delegated to it by said resolution or resolutions or as provided for in these By-Laws, except that only the executive committee may have and exercise the powers of the Board of Directors.  Members of the executive committee and any other committee shall hold office for such period as may be prescribed by the vote of a majority of the entire Board of Directors, subject, however, to removal at any time by the vote of the Board of Directors.  Vacancies in membership of such committees shall be filled by vote of the Board of Directors.  Committees may adopt their own rules of procedure and may meet at stated times or on such notice as they may determine.  Each committee shall keep a record of its proceedings and report the same to the Board when requested.
ARTICLE V
OFFICERS
Section 1  Number and Designation :  The Board of Directors shall appoint either (a) a Chairman, President, Secretary and Treasurer, or (b) a Managing Director and Secretary.  In addition, the Board of Directors may appoint such other officers as it may deem necessary.  Officers may be of any nationality, need not be residents of the Marshall Islands and may be, but are not required to be, Directors.  Officers of GENCO SHIPPING & TRADING LIMITED shall be natural persons except the secretary may be a corporate entity.  Any two or more offices may be held by the same natural person.
The officers shall be appointed annually by the Board of Directors at its first meeting following the annual election of Directors, but in the event of the failure of the Board to so appoint any officer, such officer may be appointed at any subsequent meeting of the Board of Directors.  The salaries of the officers and any other compensation paid to them shall be fixed from time to time by the Board of Directors.  The Board of Directors may at any meeting appoint additional officers.  Each officer shall hold office until the first meeting of the Board of Directors following the next annual election of Directors and until his successor shall have been duly appointed and qualified, except in the event of the earlier termination of his term of
 
7

 
office, through death, resignation, removal or otherwise.  Any officer may be removed by the Board at any time with or without cause.  Any vacancy in an office may be filled for the unexpired portion of the term of such office by the Board of Directors at any regular or special meeting.
Section 2  Chairman :  In the absence of the Chairman of the board, the President shall be the chief executive officer of the Corporation and shall have general management of the affairs of the Corporation together with the powers and duties usually incident to the office of President, except as specifically limited by appropriate written resolution of the Board of Directors and shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors.  The Chairman of the Board shall preside at all meetings of shareholders at which he is present and, if he is a Director, at all meetings of the Directors.
Section 3  Treasurer :  The Treasurer shall have general supervision over the care and custody of the funds, securities, and other valuable effects of the Corporation and shall deposit the same or cause the same to be deposited in the name of GENCO SHIPPING & TRADING LIMITED in such depositories as the Board of Directors may designate, shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall have supervision over the accounts of all receipts and disbursements of the Corporation, shall, whenever required by the Board, render or cause to be rendered financial statements of the Corporation, shall have the power and perform the duties usually incident to the office of Treasurer, and shall have such powers and perform such other duties as may be assigned to him by the Board of Directors, Managing Director or President.
Section 4  Secretary :  The Secretary shall act as Secretary of all meetings of the shareholders and of the Board of Directors at which he is present, shall have supervision over the giving and serving of notices of the Corporation, shall be the custodian of the corporate records and of the corporate seal of GENCO SHIPPING & TRADING LIMITED, shall be empowered to affix the corporate seal to those documents, the execution of which, on behalf of the Corporation under its seal, is duly authorized and when so affixed may attest the same, and shall exercise the powers and perform such other duties as may be assigned to him by the Board of D i rectors, Managing Director or the President.  If the Secretary is a corporation, the duties of the Secretary may be carried out by any duly authorized representative of such corporation.
Section 5  Other Officers :  Officers other than those treated in Section 2 through 4 of this Article shall exercise such powers and perform such duties as may be assigned to them by the Board of Directors or the President.
Section 6  Attorneys-in-Fact :  The Corporation, may appoint an attorney or attorneys-in-fact as shall from time to time be necessary to act for and on behalf of GENCO SHIPPING & TRADING LIMITED in accordance with authority vested by the Board of Directors and which shall be evidenced by resolutions of the Board of Directors or power of attorney duly executed by an Officer or Managing Director of GENCO SHIPPING & TRADING LIMITED as authorized by the Board of Directors.
Section 7  Bond :  The Board of Directors shall have power to the extent permitted by law, to require any officer, agent or employee of the Corporation to give bond for the faithful discharge of his duties in such form and with such surety or sureties as the Board of Directors may deem advisable.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1  Form and Issuance :  The shares of GENCO SHIPPING & TRADING LIMITED shall be represented by certificates in a form meeting the requirements of law and approved by the Board of
 
8

 
Directors.  Certificates shall be registered in the name of the respective owner of shares and shall be signed by the Chairman of the Board, President, or a Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.  These signatures may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee.  The Corporation is not authorized to issue any certificate to the order of bearer.
Section 2  Transfer :  The Board of Directors shall have power and authority to make such rules and regulations as they may deem expedient concerning the issuance, registration and transfer of certificates representing shares of the Corporation’s stock, and may appoint transfer agents and registrars thereof.
Section 3  Loss of Stock Certificates :  The Board of Directors may direct a new certificate or certificates of stock to be issued in place of any certificate or certificates theretofore issued by GENCO SHIPPING & TRADING LIMITED alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
ARTICLE VII
PROHIBITIONS
Section 1  Unauthorized Acts :  GENCO SHIPPING & TRADING LIMITED will not engage in any business or activity not authorized by the laws of the Republic of the Marshall Islands, or by the laws of any jurisdiction where it may apply for authorization or qualification to conduct business.
ARTICLE VIII
DIVIDENDS
Section 1  Declaration and Form :  Dividends may be declared in conformity with law by, and at the discretion of, the Board of Directors at any regular or special meeting.  Dividends may be declared and paid in cash, stock, or other property of the Corporation.
ARTICLE IX
INDEMNIFICATION
Section 1  Indemnification :  Any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Corporation upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the Business Corporation Act of the Marshall Islands, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 2  Insurance :  The Corporation shall have the power to purchase and maintain insurance on behalf of any person whether or not the Corporation would have the power to indemnify such person against such liability by law or under the provisions of these bylaws.
 
9

 
Section 3  Costs and Expenses : The Corporation shall have the power to pay in advance expenses of a director or officer incurred while defending a civil or criminal proceeding, provided that the director or officer will repay the amount if it shall ultimately be determined that the he is not entitled to indemnification under this section.
ARTICLE X
CORPORATE SEAL
Section 1  The seal of the Corporation, if any, shall be circular in form, with the name of the Corporation in the circumference, the year of incorporation and the words “Marshall Islands” in the center, or such other appropriate legend as the Board of Directors may from time to time determine.
ARTICLE XI
FISCAL YEAR
Section 1  The fiscal year of GENCO SHIPPING & TRADING LIMITED shall be such period of twelve consecutive months as the Board of D i rectors may by resolution designate.
ARTICLE XII
AMENDMENTS
Section 1  By the Shareholders :  These By-Laws may be amended, added to, altered or repealed or new By-Laws may be adopted, at any meeting of shareholders of the Corporation by the affirmative vote of the holders of a majority of the stock present and voting at such meeting provided notice that an amendment is to be considered and acted upon is inserted in the notice or waiver of notice of said meeting.
Section 2  By the Directors :  These By Laws may be amended, added to, altered or repealed, or new By Laws may be adopted, solely at any regular or special meeting of the Board of Directors by the affirmative vote of 66 2/3 % of the entire Board.  The phrase “66 2/3 % of the entire Board” shall be deemed to refer to 66 2/3 % of the number of directors constituting the Board of Directors as set forth in accordance with Article III, without regard to any vacancies, or if the number of Directors constituting 66 2/3 % of the entire Board is greater than the number of members of the Board then in office, the unanimous vote of Directors in office.

 

 
 
23255.0003 #574592

10

 
 
Exhibit 5
[Letterhead of Seward & Kissel LLP]
 
                                                                                                                                                                July 6, 2005
 
Genco Shipping & Trading Limited
35 West 56th Street
New York, New York 10019
Re:  Genco Shipping & Trading Limited
Ladies and Gentlemen:
We have acted as counsel to Genco Shipping & Trading Limited (the “Company”) in connection with the Company’s Registration Statement on Form S-1 (File No. 333-124718) (the “Registration Statement”) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 6, 2005, as thereafter amended or supplemented, with respect to the public offering (the “Offering”) of up to 10,500,000 shares of common stock of the Company, par value $.01 per share (the “Common Stock”).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the prospectus of the Company (the “Prospectus”) included in the Registration Statement; and (iii) such corporate documents and records of the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.
We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith.
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that:
1.             Under the laws of the Republic of the Marshall Islands, the Common Stock has been duly authorized, and when the Common Stock has been issued, sold and paid for as

contemplated in the Prospectus, the Common Stock will be validly issued, fully paid and non-assessable.
This opinion is limited to the law of the State of New York and the Federal law of the United States of America and the laws of the Republic of the Marshall Islands.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us and the discussions of advice provided by us under the headings “Tax Considerations Marshall Islands Tax Considerations”, “Tax Considerations—United States Federal Income Tax Considerations” and “Legal Matters” in the Prospectus, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.

 	Very truly yours,	

 	 	
 	/s/ Seward & Kissel LLP	
 	 	
 	SEWARD & KISSEL LLP	
 
2

 
 
Exhibit 8
[Letterhead of Seward & Kissel LLP]
 
                                                                                                                                                                July 6, 2005
 
Genco Shipping & Trading Limited
35 West 56 th Street
New York, New York 10019
Re:  Genco Shipping & Trading Limited
Ladies and Gentlemen:
You have requested our opinion regarding certain United States federal income tax matters and Marshall Islands tax matters relating to Genco Shipping & Trading Limited (the “Company”) and the holders of common shares of the Company.
In formulating our opinion as to these matters, we have examined such documents as we have deemed appropriate, including the Registration Statement and amendments to such Registration Statement filed by the Company on Form S-1 (File No. 333-124718 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, through the date hereof (the “Registration Statement”). We also have obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.
Based on the facts as set forth in the Registration Statement and, in particular, on the representations, covenants, assumptions, conditions and qualifications described under the captions “Risk Factors”, Dividend Policy” and “Tax Considerations” therein, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United States federal income tax matters and Marshall Islands tax matters are those opinions attributed to Seward & Kissel LLP expressed in the Registration Statement under the captions “Risk Factors - We may have to pay tax on United States source income, which would reduce our earnings” and “Risk Factors — United States tax authorities could treat us as a `passive foreign investment company’, which could have adverse United States federal income tax consequences for United States holders”, “Dividend Policy” and “Tax Considerations.” It is our further opinion that the tax discussion set forth under the captions “Tax Considerations — Marshall Islands Tax Considerations” and “Tax Considerations — United States Federal Income Tax Considerations” in the Registration Statement accurately states our views as to the tax matters discussed therein.
Our opinions and the tax discussion as set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, any of which may be changed at any time

with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 	Very truly yours,	

 	 	
 	/s/ Seward & Kissel LLP	
 	 	
 	SEWARD & KISSEL LLP	
 
2

 
Exhibit 10.7

 	 		 	 	
 	 	 	 	 	
 	 	Time Charter	 	[SEAL]	
 	 	 	 	 	
 	 	GOVERNMENT FORM	 	 	
Approved by the New York Produce Exchange	
November 6th , 1913 - Amended October 20 th, 1921; August 6th, 1931; October 3rd, 1946	
 
This Charter Party, made and concluded in LONDON:                                      24 th day of February                                19 2005 Between GENCO KNIGHT LIMITED, MARSHALL ISLANDS                                                                                                    Owners of the good Hong Kong       Steamship /Motorship “GENCO KNIGHT” (See Clause 29 for vessel’s full description) of           of             tons gross register, and                tons net register, having engines of                                                      indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classes                                                                                     at                   of about                           cubic feet bale capacity, and about                                   tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship’s deadweight capacity, allowing a minimum of fifty tons) on a draft of                feet                inches on                Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about                                            tons of fuel, and capable of steaming, fully laden, under good weather conditions about                              knots on a consumption of about                              tons of best Welsh coal best grade fuel oil best grade Diesel oil, now trading                                                                                                                                                                                         and BHP - BILLITON MARKETING AG                              Charterers of the City of BAAR, SWITZERLAND
Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about Minimum 23 months to about 27 months Time Charter (‘about’ to mean +/- 15 days), trading always via safe port(s), safe                                                                                                                                                  berth(s), safe anchorage(s), always afloat except NAABSA as per Clause 6, always within Institute Warranty Limits within below mentioned trading limits.
 
Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party.  Acceptance of delivery by Charterers shall not constitute any waiver of Owners’ obligations hereunder.
Vessel to be placed at the disposal of the Charterers, at on dropping outward Pilot safe port PEOPLE’S REPUBLIC OF CHINA, port in              Owners’ option (intention XINGANG), any time day or night, Sundays and Holidays included                        in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No. 6), as the Charterers may direct.  If such dock, wharf or place be not available time to count as provided for in clause No. 5 .  Vessel on her delivery to be ready to receive cargo with clean-swept holds washed down and dry, fit and safe for the reception, carriage and preservation of any permissible cargo and tight, staunch, strong and in every way fitted for the service and so maintained by the Owners throughout the currency of this Charter Party, having water ballast, and with sufficient power to operate all hatches and winches simultaneously and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers and crew, seamen, engineers and firemen  for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers ; excluding See Clause 30                                                     (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number of deck at their risk, all necessary fittings and other requirements to be for account of Charterers) , in such lawful trades, between safe port and/or ports in British North America, and/or United States of America and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America and places within British Institute Warranty Limits (see Clause 31) and/or Europe and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and Baltic,                                                                                                                                                                                                                        as the Charterers of their Agents shall direct, on the following conditions:
 
1.             That the Owners shall provide and pay for all provisions, wages charges for port services pertaining to the crew and the Owners’ business, and consular shipping and discharging fees of the Crew; shall pay for the insurance of the vessel, also for all the cabin, deck, engine-room and other necessary stores, lubricating oil and fresh water (excluding additional fresh water for hold cleaning when vessel’s own stock insufficient) including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull, cargo spaces, machinery and equipment for and during the service.
 
2.             That the Charterers, whilst the vessel is on hire, shall provide and pay for all the fuel except as otherwise agreed, Port Charges, Compulsory/Customary Pilotages ( but Owners/Master are, always with due consideration to safety, to minimise use of pilots) Agencies, Commissions, Consular Charges (except those pertaining to individual crew members or flag of the vessel the Crew ), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which vessel is responsible, then all such charges incurred shall be paid by the Owners.  Fumigations ordered because of illness of the crew to be for Owners account and time. Fumigations ordered because of cargoes carried or ports visited while vessel is employed under this charter to be for Charterers account and time.   The Master shall have right to refuse fumigation to be done during steaming in case sufficient explanation and instruction to his satisfaction are not given by the Charterers/Shippers.   All other fumigations to be for Charterers account after vessel has been on charter for a continuous period of six months or more.

 
Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage and shifting boards already aboard vessel. Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.
 
3.             That the Charterers, at the point port of delivery, and the Owners, at the point port of re-delivery, shall take over and pay for all fuel and diesel oil remaining on board the vessel according to prices and quantities as per Clause 33. at the current prices in the respective ports, the vessel to be delivered with not less than                                                                     tons and not more than                                tons and to be re-delivered with not less than                             tons and not more than                                      tons.
 
4.             That the Charterers shall pay for the use and hire of the said Vessel at the rate of U.S.$ 29,000.00 (Twenty Nine Thousand Dollars) per day/pro rata including overtime in United States Currency per ton on vessel’s total deadweight carrying capacity, including bunkers and stores, on                                             summer freeboard, per Calendar Month , commencing on and from the time of the day of her delivery, as aforesaid, and at and after the same rate for any part of a day month ; hire to continue until the hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping outward Pilot safe port SKAW/PASSERO RANGE or passing SKAW/PASSERO RANGE WESTBOUND in Charterers’ option, or in Characters’ option on dropping last outward Sea Pilot one safe port SINGAPORE/JAPAN RANGE including PHILIPPINE ISLANDS, TAIWAN, SOUTH KOREA, PEOPLE’S REPUBLIC OF CHINA, INDONESIA or in Charterers’ option ADEN-PMO RANGE, always port in Charterers’ option, any time day or night, Sundays and Holidays included unless otherwise mutually agreed. Charterers are to give Owners not less than 30/25/15/10 days notice of vessels expected date and probably port or place of re-delivery, and 5/3/1 day(s) definite date and port or place of redelivery . probable port.
 
5.             Payment of said hire to be made in New York in cash in United States Currency, semi-monthly in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day , as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the hire, or bank guarantee, or on any breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers but subject to the notification procedure as per Clause 32. Time to count from 7 a.m. on the working day following that on which written notice of readiness has been given to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire .
 
Cash for vessel’s ordinary disbursements at any port may be advanced as required by the Captain, by the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances.
 
6.             That the cargo or cargoes be laden and/or discharged in any dock or at any wharf or anchorage or place that Charterers or their Agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessels to safely lie aground, as per Clause 31 .
 
7.             That the whole reach of the Vessel’s Hold, Decks , and usual places of loading (not more than she can reasonably and safely stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers’ disposal, reserving only proper and sufficient space for Ship’s officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners                                      p er day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequences of the carriage of passengers, Charterers are to bear such risk and expense No cargo on deck .
 
8.             That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary assistance with ship’s crew and boats. The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards employment and agency; and Charterers are to load, stow, and trim and discharge the cargo at their expense under the supervision of the Captain, who is to sign Bills of Lading for cargo as presented, in conformity with Mate’s or Tally Clerk’s receipts.
 
9.             That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.
 
10.           That the Charterers shall have permission to appoint a Supercargo, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch. He is to be furnished with free accommodation, and same fare as provided for Captain’s table, Charterers paying at the rate of U.S. $ 1 5 .00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore’s Foreman, etc., Charterers paying at the current rate per mea , as per Clause 60 for all such victualling.
 
11.           That the Charterers shall furnish the Captain from time to time all requisite instructions and sailing directions, in writing, and the Captain shall keep a full and correct Deck and Engine Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy, in English , of such daily Deck and Engine Logs, showing the course of the vessel and distance run and the consumption of fuel etc. as per Charters’ form .
 
12.           That the Captain shall use diligence in caring for the ventilation of the cargo.
 
13.           That the Charterers shall have the option of continuing this charter for a further period of See Lines 14/15                                                                                                                                                                                                                      on giving written notice thereof to the Owners or their Agents          days prior previous to the expiration of the first-named term, or any declared option.
 
14.           That if required by the Charterers, time not to commence before 25 th March 2005 and should vessel not have given written notice of readiness on or before 15 th April 2005 but not later than 4 p.m. Charterers or their Agents to have the option of cancelling this Charter at any time not later than the day of vessel’s readiness.
 
15.           That in the event of the loss of time from deficiency and/or default of men including strikes of Officers and crew whether due to labour disputes or otherwise or deficiency of or stores, fire, breakdown or damages to hull, machinery or equipment, grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause whatsoever preventing the full working of the vessel, the payment of hire and overtime, if any , shall cease for the time thereby lost; and if upon the voyage the speed be reduced by

 
defect in our breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra expenses shall be deducted from the hire.
 
16.           That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted.
 
The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life and property.
 
17.           That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to Arbitration at London three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial men . See Clause 62
 
18.           That the Owners shall have a lien upon all cargoes, and all sub-freights for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.
 
19.           That all derelicts and salvage shall be for Owners’ and Charterers’ equal benefit after deducting Owners’ and Charterers’ expenses and Crew’s proportion. General Average shall be adjusted, stated and settled, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of York-Antwerp Rules  1974 as amended 1990 1924 , at London, but Owners respecting Charterers sub-contract stipulation as long as confined to a recognised place of adjustment . such port or place in the United States as may be selected by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of New York . In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods. Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money. The word “Carrier” in this Charter Party refers to the Owners of the vessel. Time Charter hire shall not contribute to General Average.
 
In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers.
 
Provisions as to General Average in accordance with the above as well as the New Jason Clause attached are to be included in all bills of lading issued hereunder.
 
20.           Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be for allowed by Owners’ account .
 
21.           That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary, at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service See Clause 38

22.           Owners shall maintain the gear of the ship as fitted, providing gear (for all derricks) capable of handling lifts up to three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers’ account . Owners also to provide on the vessel lights lanterns and oil for night work, and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers’ expense. The Charterers to have the use of any gear on board the vessel.
 
23.           Vessel to work night and day, and on Sundays and Holidays if required by Charterers, and all winches to be at Charterers’ disposal during loading and discharging; steamer to provide one winchman per hatch to work winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship’s articles. If the rules of the port, or labor unions, prevent crew from driving winches, shore Winchmen to be paid by Charterers. In the event of a disabled winch or winches, or insufficient power to operate winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time occasioned thereby.
 
24.           It is also mutually agreed that this Charter is subject to all the terms and provisions of and all the exemptions from liability contained in the Act of Congress of the United States approved on the 13 th day of February, 1893, and entitled “An Act relating to Navigation of Vessels; etc.,” in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the following clauses, both of which are to be included in all bills of lading issued hereunder:
 
U.S.A. Clause Paramount (See also Clause 72)
 
This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this bill of lading be repugnant to said Act to any extent, such term shall be void to that extent, but no further.
 
New Both-to-Blame Collision Clause as attached
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non carrying ship or her

 
owners as part of their claim against the carrying ship or carrier .
 
25.           The vessel shall not be required to enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging. Vessel not to force ice, nor follow ice breakers .
 
26.           Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, acts of pilots and tugboats, insurance, crew, and all other similar matters, same as when trading for their own account.
 
27.           A commission of 2 1/2 1.25 per cent is payable by the Vessel and Owners to H. CLARKSON & CO. LIMITED, LONDON                                                                                                                                                                                                        on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.
 
28.           An address commission of 2 1/2 3.75 per cent payable to Charterers                         on the hire earned and paid under this Charter.
 
Clauses 29 to 88, inclusive, as attached, to be deemed part of and incorporated in this Charter Party.

Signed for and on behalf of Charterers:	 	 	
BHP-BILLITON MARKETING AG.,	 	 	
BAAR, SWITZERLAND	 	 	
By E-Mail authority dated 18th March 2005	 	Genco Ship Management LLC	
Received from:	 	As Agent for Owner	
BHP-BILLITON Marketing B.V.,	 	 	
The Netherlands	 	By	/s/ Peter C. Georgiopoulos	 	
For and on behalf of:	 	 	Peter C. Georgiopoulos	 	
H. CLARKSON & CO. LTD., LONDON	 	 	President	 	

/s/ M. G. Grimwade	 	 	 	
M. G. GRIMWADE - Director	 	 	
As Agents Only	 	 	

This Charter Party is a computer generated copy of the NYPE (Revised 3rd October, 1946) form printed under licence from the Association of Ship Brokers & Agents (U.S.A), Inc., using software which is the copyright of Strategic Software Limited.
 
It is a precise copy of the original document which can be modified, amended or added to only by the striking out of original characters, or the insertion of new characters, such characters being clearly highlighted by underlining or use of colour or use of a larger font and marked as having been made by the licensee or end user as appropriate and not by the author.

 
 
RIDER CLAUSES TO THE M.V . “GENCO KNIGHT”
CHARTER PARTY DATED LONDON: 24TH FEBRUARY 2005
 
Clause 29:
 
Vessel’s Description
 
M.V. “GENCO KNIGHT”

DWT	:	 	73,941 on 13.928 metres Summer Salt Water
(TPC about 65.66)	
 	 	 	 	
Flag	:	 	Liberian	
Built	:	 	1999	
Type	:	 	Single deck, bulk carrier with double hull structure	
Class	:	 	American Bureau of Shipping	
LOA/Beam	:	 	225 / 32.26 metres	
GRT / NRT	:	 	38,646 / 24,612	
Grain / Bale	:	 	85,927 / 85,620 cubic metres	
Holds / Hatches	:	 	6/6	
 	 	 	 	
Gearless	 	 	 	
 	 	 	 	
Speed / Consumption	:	 	About 14 knots (Laden) / 14.5 knots (Ballast) on about 33.5 metric tons IFO (180 CST) plus 1.8 metric tons IFO (180 CST) in calm sea and fair weather with wind speed up to and including Beaufort Scale 4.	
 	 	 	 	
In port	:	 	2.0 metric tons IFO / day (Working) / 1.5 metric tons IFO / day (Idle).	
 	 	 	 	
Bunker Specifications	:	 	IFO – ISO 8217 RME25 (1996E) / MDO – ISO 8217
No Diesel Oil at sea but vessel has liberty to consume MDO while manoeuvring in / out of ports, starting of auxiliary engine, navigating in shallow / restricted / busy waters, canals, rivers.	
 
Holdwise (Holds + Hatches) capacity breakdown (all in cubic metres)

 	 	Grain:	 	Bale:	 	Tanktop Strength (T/M2):	
 	 	 	 	 	 	 	
H1	 	12073	 	12026	 	23	
H2	 	16730	 	16683	 	23	
H3	 	14085	 	14031	 	23	
H4	 	13587	 	13532	 	23	
H5	 	16534	 	16486	 	23	
H6	 	12918	 	12862	 	23	
 
1

 
Hatch sizes (length x breadth - all in metres):

H1	 	:	 	16.74 x 12.00 (F) / 15.88 (A)	
H2	 	:	 	22.32x15.88	
H3	 	:	 	16.74x15.88	
H4	 	:	 	16.74x15.88	
H5	 	:	 	22.32x15.88	
H6	 	:	 	16.74x15.88	
 
AHL / ITF / Grain fitted
 
Strengthened for heavy cargo(es) (1, 2 and 4 can be empty)
 
All details ‘about’
 
See attached Questionnaire.
 
Clause 30:
 
Cargo Exclusions
 
All dangerous, hazardous, injurious, inflammable cargoes/goods/commodities as listed in the latest IMO DG Code and/or any subsequent modifications/amendments thereof, nuclear and radio active cargo/waste/material or its products, nuclear isotopes, war material, arms and ammunitions, explosive materials, livestock/animals, logs, mahogany logs, shavings, cotton, waste paper, expellers, copra, pyrites, resin, asbestos, fishmeal, lumber, meat/bone meal, bones, hides of any kind, direct reduced iron ore, hot briquetted iron, sponge iron, iron briquettes, borax, saltpetre, dangerous chemicals, zinc ashes, naptha, petroleum or its products, asphalt, pitch (in bulk/drums), tar/bitumen or any of its products, ammonium nitrate, ammonium sulphate, creosoted goods, acids, calcium carbide/chloride, ferrosilicon, hydrochloride, caustic soda, Indian coal, pond coal, oilcakes, (soybean meal and soybean meal pellets always allowed), expellers, sunflower seed expellers, charcoal, motor spirit, turpentine, fuel, scrap, turnings, motorblocks, concentrates (however iron ore concentrates allowed).
 
Charterers are allowed to carry one cargo of bulk cement and two cargoes of cement clinker per annum (Hold Block Clause as below to apply).
 
Pig Iron
 
Pig iron loaded from Ponta De Madeira is always excluded.
 
If a pig iron cargo is loaded then the following clause to apply:
 
Charterers to endeavour to minimise the impact of pig iron on to the tank tops by furnishing, as per custom of the port, wooden pallets to receive the initial first load of cargo.
 
2

 
Charterers will supply for their own account 4 wooden pallets each 2 metres x 2 metres and place these on the centre of the holds and additionally place a 5 th pallet on top to soften the impact of the first load of cargo.  Charterers to remove the pallets from vessel’s holds after discharge.  Should Master request tarpaulin/plastic sheets to protect the hatch covers/deck/deck equipment/superstructure, in order to minimise the effects of dust, Charterers to supply at their cost the tarpaulin/plastic sheets to vessel prior loading, quantity as per Master’s request.
 
Steels Loading
 
It is agreed that the vessel will not be called upon to stow by use of “Block California Stow Method”.
 
Charterers have the liberty to carry three (3) shipments in total of green delayed and/or calcined petcoke (whether it be full or part cargo) per annum, under the following conditions (see also Clause 45):
 
a)              Such cargo to be loaded/stowed/trimmed/discharged strictly according to latest IMO Regulations/Rules applicable to such cargo.
 
b)              Should any additional/special wash down of holds be required prior to loading such cargo, as recommended/required by Master, same to be at Charterers’ time and expense.
 
(See Clause 36 – “Between Voyages”)
 
The Charterers may load iron concentrates but in any event such cargo is loaded, the Charterers are to arrange at their risk, expense and in their time the following conditions and steps:
 
Cargo to be loaded, stowed, trimmed, transported and discharged strictly in accordance with IMO and Local Regulations.
 
Holds to be fresh water washed and dried before loading at the Charterers’ time and expense.
 
Before loading certificate of cargo issued by authorised Surveyor as per IMO and Local Regulations, same to be submitted to the Master of the vessel.
 
Cargo not to be loaded during rain.
 
Charterers to be allowed two (2) cargoes of bulk formed sulphur and two (2) cargoes of bulk salt per annum, but same not to be last cargo loaded under this Charter Party.
 
3

 
Preparation and cleaning for bulk formed sulphur and for bulk salt:
 
(To be clear, when the words “Hold Block” and “Hold Clean” is used in the following paragraphs, it refers to the name of the actual product which can be obtained from RBM Hold Solutions, see the website www.holdsolutions.com ).
 
a)              Charterers to arrange at their time and expense to spray “Hold Block” (please see website www.holdsolutions.com ) on the vessel’s holds, in Owners’ option.  The vessel always remaining on hire during hold preparation and procedure and cleaning after discharge.
 
b)              If possible and if proper equipment and supplies are on board the vessel and weather permitting, crew maybe requested to affect the spraying of holds with “Hold Block”.
 
c)              After discharging, Charterers to arrange removal of “Hold Block” from all the holds at their expense and in their time by sweeping and washing down vessel’s holds or other methods according to the usual procedure which chemicals or by the use of “Hold Clean” in Owners’ option.  Vessel’s crew may be requested to endeavour to remove the “Hold Block” at Charterers’ expense and time, materials are to be provided by Charterers as per Master’s request.  Charterers paying an additional lumpsum of U.S.$ 6,000.00 to Owners for the additional preparation and/or cleaning work done by the crew.  Vessel always remaining on hire.
 
d)              Charterers always to supply any necessary material requested by the Master for preparation and cleaning of vessel’s holds prior loading and for cleaning after discharging.
 
e)              As per Intermediate Hold Cleaning Clause, Charterers’ remain responsible for the disposal of dirty water from the vessel in accordance with local regulations.
 
Clause 31:
 
Trade
 
Always afloat, always via safe ports, safe places, worldwide trading within Institute Warranty Limits, excluding:
 
Russian Pacific ports (as long as the present regulations in the trading countries, including but not limited to Canada and USA apply restricting vessel trading thereafter calling Russian Pacific ports), Amazon above Trombetas, Bangladesh, Cambodia, Turkish occupied Cyprus,
 
4

 
Iran, Iraq, Somalia, Yemen, Ethiopia, Lebanon, Syria, Libya (including Gulf of Sidra/Sirte), Congo, Democratic Republic of formerly Zaire, Liberia, Sri Lanka, Sierra Leone, Eritrea, Angola, Cabinda, Tanzania, Namibia, Nicaragua, Nigeria, Haiti, Cuba, Burma (Myanmar), North Korea, Kampuchea, Sudan, Guatemala, Albania, former Yugoslavia unless allowed by United Nations and approved by Owners’ P. & I. Club (but Slovenia and Croatia allowed), all war, warlike and war risk zones declared from time to time by the London War Committee on war risk trading warranties.
 
The vessel is not allowed at any time to trade to the port/areas which are prohibited from trading by the UN and/or international organisation of the UN and/or the authorities of the country under which the flag the vessel is flying.
 
No direct sailing between mainland China and Taiwan.
 
In the event of factors, which case the Owners to exclude any of the aforementioned countries from the vessel’s permitted trading area, ceasing to exist, Owners will consider favourably a request from Charterers to trade to one or more of these countries, but final decision is at Owners’ sole discretion.
 
Israel and Vietnam to be allowed, provided present positive condition continues to persist and that no war or warlike condition exists in the countries, decision of which is to be made solely by Owners, however, same not to be unreasonably withheld by Owners.
 
It is understood that Charterers are allowed to trade Gulf of Aqaba as long as the situation permits, however final judgement of situation is made solely by Owners, which, however is not to be unreasonably withheld.
 
NAABSA to be allowed in South Brazil, Argentina and Uruguay where it is customary for vessels of similar size, dimensions and draft to safely lie aground.
 
Trading always within Institute Warranty Limits, but Charterers have the option to trade beyond Institute Warranty Limits subject to Owner’s and their Underwriter’s prior consent, against paying to Owners additional insurance premium (if any) on hull and machinery as per vouchers from vessel’s Underwriters, but such additional premium not to exceed the amount charged if vessel had been insured by Lloyd’s of London.
 
Clause 32:
 
Hire Payments
 
Hire to be paid to Owners’ London bank account.
 
Nordea Bank Finland Plc – New York Branch
 437 Madison Avenue
 New York, N.Y. 10022
 
5

 

Swift	:	 	NDEAUS3N	
 	 	 	 	
ABA Routing No.	:	 	026010786	
 	 	 	 	
Beneficiary Acct No.	 	 	:	7434842001	
 	 	 	 	 	
Beneficiary	 	 	:	Genco Vigour Limited	
 	 	 	 	Trust Company Complex	
 	 	 	 	Ajeltake Road	
 	 	 	 	Ajeltake Island	
 	 	 	 	Majuro	
 	 	 	 	Marshall Islands MH96960	
 
Referring to lines 60 and 62: In default of prompt payment of the hire, or bank guarantee or deposit, or on any breach of this charter, the Owners shall notify the Charterers, whereupon Charterers shall rectify matters within 3 (three) banking days of receipt of notification from Owners, failing which Owners shall have the right to withdraw the vessel from the service of Charterers, without prejudice to any claim Owners may otherwise have on Charterers under this Charter.
 
Deductions from hire:
 
Charterers have the option to deduct an address commission from the hire.  Charterers have the right to withhold from charter hire during the period of this charter such amounts due to them for off-hire and Owners’ disbursements.  Deductions to be properly supported by relevant documents.  Charterers further have the right to withhold from last sufficient hire payment(s) estimated Owners’ advances and disbursements, including any fines and other amounts which are for Owners’ account, and also the value of redelivery bunkers.  Final settlement to be made soonest possible after redelivery.
 
Clause 33:
 
Bunkers on Delivery/Redelivery
 
Referring to Clause No. 3, vessel to be delivered with about 1,400 metric tons Intermediate Fuel Oil and about 45 metric tons Marine Diesel Oil.
 
Bunkers on redelivery about same quantities as on delivery.
 
Prices both ends :                 U.S.$ 195.00 per metric ton for Intermediate Fuel Oil
U.S.$ 300.00 per metric ton for Marine Diesel Oil
 
Charterers have the option to deduct estimated value of redelivery bunkers from last hire payment(s).
 
6

 
The Charterers shall supply bunkers of a quality suitable for burning in the vessel’s engines and auxiliaries and which conform to the specification ISO 8217 RME25 (1996E) of IFO or better quality for engines and auxiliaries and ISO 8217 or better quality for engines and auxiliaries.
 
Charterers have option to take bunkers prior to delivery for their account provided same does not interfere with Owners own business, and Owners have the right to bunker prior to redelivery, provided same does not interfere with Charterers’ business.
 
Clause 34:
 
Owners are obliged to deliver and keep the vessel, her crew and anything pertaining hereto supplied with up-to-date and complete certificates and approvals enabling the vessel and her crew to carry the cargoes and trade within the trading limits allowed under this Charter Party.
 
Owners warrant that at the date of delivery and throughout the currency of this charter vessel shall be of the description set out in lines 3 through 10 and Clause 29 and undertake that whenever her hull, machinery, and/or equipment is not thoroughly efficient, they will immediately take all necessary steps to put her condition right again.
 
Clause 35:
 
On/Off-hire Survey
 
Joint bunkers and condition on-hire survey to be held on delivery or at first loading port in Owners’ time by an independent sworn surveyor for both parties to be mutually agreed.  Joint bunkers and condition off-hire survey to be held on redelivery in Charterers’ time by an independent sworn surveyor for both parties to be mutually agreed.  The expenses for both parties to be equally shared.
 
Clause 36: Off-hire:
 
Duration of Charter Party
 
Charterers have the option of adding any time the vessel is off-hire for longer than 24 hours per occasion for any reasons valid under present Charter Party to the maximum duration as indicated in line 14.
 
Within 7 days after completion of each 6 month period under this Charter Party, Charterers to declare in writing their option to add off-hire time incurred during said period.
 
Should vessel be off-hire for a continuous period of more than 45 days, Charterers have the option of cancelling the charter.
 
7

 
Clause 37:
 
Lay-up Clause
 
Charterers to have the privilege of ordering the vessel to be laid up at any time during the period of this Charter Parry at a safe berth or place and in such a manner as mutually agreed upon and acceptable to the vessel’s Hull Underwriters.  At the request of Charterers and on their indicating likely lay up position and duration, Owners shall at any time provide an estimate of the economies which may be possible in the event of the laying up of the vessel.  Such estimate shall not however be binding upon Owners.  In the event of such laying up, Owners shall take steps to effect all reasonable economies in operating costs including signing off of crew, reduction in the scope of insurance cover (but not on insured values) etc. and to give prompt credit to Charterers in respect of all such economies in the form of a reduction in the hire payable, but only to the extent of the financial savings to Owners (which shall be substantiated to Charterers by a written statement by Owners) as may be actually achieved.  Hire shall continue to be paid throughout the period of lay up.  All costs and extra costs for putting the vessel in a lay up position and condition, during lay up and on reactivation to be in Charterers’ time and at their expense, such extra costs to include, but not limited to cost of crew repatriation, indemnities payable to the crew, cost of crew re­joining, drydocking and repainting the vessel’s underwater parts etc.  Charterers to give sufficient notice (i.e. not less than 30 days) of their intention to lay up the vessel and sufficient notice (i.e. not less than 30 days) of their intention to reactivate her.
 
Owners shall try, but without any responsibility on their part, to make necessary arrangements for decommissioning and recommissioning within the 30 days period.  In the event that the vessel is in laid up condition 45 days before the expiration of this charter, Owners have the option in Charterers’ time and at Charterers’ expense to reactivate / re-commission the vessel or debit Charterers with the estimated cost and time involved.
 
Clause 38:
 
Duration of Drydocking and Repairs
 
No drydocking during this Charter, except for cases of emergency except for scheduled drydock earliest about 24 months and latest about 36 months after delivery from the yard. (Delivered from yard October, 2001).
 
Owners shall give Charterers sufficient notice for drydock arrangement, together with the estimated duration.  Owners must respect Charterers’ scheduling and Owners are not to make firm drydocking arrangement without Charterers’ prior consent.  Vessel to be off-hire and hire to be suspended from the time vessel deviates from Charterers’ business until vessel is in a proper state for the service and has again been placed at Charterers’ disposal at an equivalent distance position to the point where hire was suspended but such point not to be less favourable to Charterers.
 
8

 
During such drydocking / emergency repairs Owners are to keep Charterers closely informed about exact nature and accurate position of repair work for completion of repairs and re-entry into the Charter.  Owners to give Charterers not less than 5 days definite notice for re-entering into the Charter.
 
Clause 39:
 
Interclub Clause:
 
Any liability to third parties for cargo claims shall be borne by Owners/Charterers in accordance with the Interclub NYPE Agreement dated February 20th, 1970, and reprints of May 1984, or any subsequent modification or replacement thereof.
 
The party having paid the claim shall submit same to the other party with supporting documents as soon as possible .  Neither party shall between themselves refer to the one year time limit as a defence.
 
Clause 40:
 
House Flag Clause
 
Deleted.
 
Clause 41:
 
Double Banking Clause
 
Charterers have the privilege to double bank the vessel, i.e. may order the vessel alongside other vessels (or vice versa) for loading and/or discharging and/or bunkering, double banking always to be solely at Master’s discretion as regards safety of the crew, vessel and cargo and Master/crew to give every facility/co-operation in line with normal shipping practice.  Master also has the right at any time to order vessel to sail if he considers it unsafe for vessel to remain double-banked.
 
In case additional fenders are required for double-banking, same to be provided and paid for by Charterers.  If the Master decides to suspend or cease operation due to safety as above vessel is not to be placed off-hire.
 
Clause 42:
 
Stevedore Damage
 
Vessel is guaranteed suitable for grab discharge.  Deeptanks, tunnels and all other provisions within vessel’s holds are to be adequately protected against damage by stevedores’ grabs.  The Master to obtain repairs from stevedores themselves and will settle matter directly with them, but Charterers are liable to the extent should Master fail to obtain repairs from stevedores.  Master to report immediately to Charterers and their agents when damage caused.
 
9

 
Furthermore, Master will take care that the party causing damage acknowledges same in writing, failing which Master with Charterers’ agents have to arrange, survey to value estimated amount of damages and time lost, otherwise Charterers cannot be held responsible for damages.
 
All damages, which are to be repaired by Charterers and which do not refer to fair wear and tear or which are recoverable from third parties and do not affect the ship’s seaworthiness or working capacity, to remain for occasional repairs or when the ship is to dock for Owners’ account so that the Charterers pay the actual cost of repairs but not for the time used, provided time occupied in repairing stevedores’ damages does not exceed time necessary for Owners to carry out their own works/repairs.
 
Clause 43:
 
War Risk Insurance and Crew War Bonus
 
Present war risk insurance and crew war bonus to be for Owners’ account.  In the event Charterers employ the vessel in a trade for which there is an additional war risk insurance premium, Charterers to reimburse the Owners such additional premium based on vessel’s insured hull and machinery value at that time, but increase not to exceed what would have been quoted if vessel was covered with Lloyd’s of London.  Charterers to pay for such additional premium on receipt of Owners’ invoice accompanied by original vouchers from Underwriters.  Any increase in crew war bonus after delivery caused by the trade in which vessel is engaged to be for Charterers’ account.
 
Clause 44:
 
Holds Condition
 
Hold conditions on arrival first loading port after delivery of the vessel, to be ready to receive any permissible cargo under this Charter Party.  If vessel fails inspection at first loading port after delivery of the vessel, vessel to be off-hire from the time of rejection until vessel passes such inspection and all extra expenses incurred to be for Owners’ account.
 
Charterers have the option to redeliver the vessel without cleaning the holds, they paying a lumpsum of U.S. $5,000 (Five Thousand Dollars) in lieu of such cleaning (including dunnage removal, if applicable), and Owners to instruct Master to accept redelivery of the vessel without holds being cleaned.
 
Clause 45:
 
Cleaning En Route
 
Intermediate cleaning of holds to be done by crew as far as shore regulations permit, if required by Charterers.  Charterers paying U.S.$ 650.00 (Six Hundred and Fifty Dollars) per hold for sweeping / washing or U.S.$ 400.00 (Four Hundred Dollars) per hold for sweeping
 
10

 
only except in the case of petcoke, in which case U.S.$ 1,000.00 (One Thousand Dollars). Crew will render their utmost assistance to clean the holds always provided time between discharging port and next loading port is sufficient for crew to perform adequate cleaning and weather permitting, however, vessel/Owners are not responsible for the result.  If shore regulations do not permit crew to carry out hold cleaning, cost of shore labour to be for Charterers’ account.
 
When, however, after the customary cleaning of remaining cargo by vessel’s crew and/or shore labour in application of this Clause, the vessel is refused by competent authorities to load grain, alumina or similar clean bulk cargo owing to loose rust scale and paint chips in cargo compartments, all expenses incurred in preparing her for the intended cargo service to be for Owners’ account and for the time lost she will be considered off-hire.
 
Clause 46:
 
War Cancellation Clause
 
If war or actual hostilities break out between any of the following countries: U.S.A., C.I.S., U.K., France, Germany, Denmark, Japan, China, both Charterers and Owners have the option to cancel this Charter.
 
It is understood that war or actual hostilities means direct war or hostilities between these nations and does not include local hostilities or civil war where any of the above countries support opposing sides.  Charterers and Owners shall not unreasonably take advantage of this Clause in case of a limited local conflict.
 
Clause 47:
 
Stability and Trimming
 
It is understood that no cargo need to be carried in deeptanks in order to ensure vessel’s stability, trim or seaworthiness.  Owners guarantee vessel has sufficient stability and safe trim when trading homogeneously loaded to full capacity and deadweight capacity.
 
Vessel is a selftrimming bulk carrier.  No additional trimming is required to fill all holds up with coal, ore, grain, phosphate or similar bulk cargoes.
 
Clause 48:
 
Bunker Quality
 
Charterers to supply fuel and diesel oil which must comply with ISO Standard 8217 RME25 (1996E), or better quantity for the vessel’s engines and ‘ISO 8217 DMB (1996E)’ or better quality for the vessel’s engines, or any amendments thereof.  All values estimated in the ISO 8217 Specification to be considered as maximum allowable values.  Charterers shall only supply suitable fuels as per Specifications.
 
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Charterers to supply fuels to be mineral based products of stable and homogenous nature, and shall not contain waste lubricants, tar oil, inorganic acids, nuclear waste, chemicals or any other harmful substances.  Sludge removal, to be effected during loading and/or discharging operations in Charterers’ time but Owners’ account, provided bunkers delivered by Charterers are found to be in compliance with bunker specification in line with vessel’s description.
 
If bunkers supplied does not conform with the mutually agreed specification(s) or otherwise prove unsuitable for burning in the vessel’s engines or auxiliaries, the Owners shall not be held responsible for any reduction in the vessel’s speed performance and/or increased bunker consumption, nor for any time lost and any other consequences.
 
Clause 49:
 
Notice of Delivery
 
Owners to give Charterers 7 days approximate and 5 / 3 / 1 day(s) definite notice of delivery.
 
Clause 50:
 
Deviation
 
A)            Should the vessel be put into any port other than those instructed by the Charterers by reason of accident or breakdown or, for the purpose of landing any injured or sick officer, the Master or members of the crew, the port charges, pilotages, bunker consumption and other expenses, including loss of time, shall be borne by Owners, also should the vessel be put back whilst on voyage by any of the above mentioned reasons, the hire shall be suspended from the time of her putting back until she is again in the same or equidistant position and the voyage resumed therefrom.
 
B)             Vessel has liberty to deviate for the purpose of saving life and/or property and to tow and assist vessels in distress. Such operation not to be deemed to be a diversion under this Charter Party, but all salvage contribution thus payable to vessel to be equally divided with Charterers after proper deduction of expenses, if any (including Captain and crew’s share), incurred in this respect.
 
Clause 51:
 
Boycott and Arrest of Vessel.
 
Should the vessel be arrested during the currency of this Charter Parry at the suit of any person having or purporting to have claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel is under arrest, provided under the terms of this Charter Party such claims are not Charterers’ liability.  In the event of the vessel being subjected to boycott, being delayed or rendered inoperative by strikes, blacklisting, labour stoppages or any other difficulties arising from vessel’s flag, ownership, crew or terms of employment of crew of chartered vessel or any other vessel under the same ownership, operation or control, such time lost is to be considered as off-hire and all expenses
 
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incurred thereby, including fuel/diesel consumed during such periods, to be for Owners’ account.
 
Clause 52:
 
I.T.F.
 
Officers and crew to be employed under an agreement recognised by the I.T.F. and all time lost/expenses incurred as a result of an action taken by the I.T.F. or any of it’s affiliated unions against the vessel or Owners to be for Owners’ account and vessel to be considered off-hire.
 
Clause 53:
 
Quarantine
 
The vessel to be in possession of necessary certificates to comply with safety and health regulations and all current requirements at all ports of call under this Charter Party.  Normal quarantine time and expenses to enter ports to be for Charterers’ account, but any time of detention and expenses for quarantine due to pestilence, illness etc. of the vessel’s Master, officers and crew to be for Owners’ account, as long as the vessel remains within her trading limits under the present Charter Party.
 
Clause 54:
 
Smuggling
 
Charterers to be responsible for any fines whatsoever imposed in the event of smuggling by Charterers’ employees, but Owners to be responsible for any such acts of their own officers and/or crew.  Charterers to remain responsible for detention of the vessel due to smuggling committed by Charterers employees only.
 
Clause 55:
 
Crew Onboard.
 
At loading and discharging port(s) any time lost by the vessel for the reason of not all the crew being onboard when the vessel is ready to sail to be for Owners’ account, as well as expenses deriving therefrom.
 
Clause 56:
 
Overtime.
 
Officers’ and crew’s overtime, as included in vessel’s hire, to include amongst operations usually performed by the crew the following services unless prohibited by shore regulations whether occurring during straight time or overtime:
 
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A)            Opening and/or closing of hatches in preparation of loading and/or discharging operations.
 
B)             Assistance during docking and undocking, shifting and bunkering operations.
 
C)             Shaping up hatches as much as possible, weather permitting, prior to arrival at loading and/or discharging port and/or docks and/or places so that loading and/or discharging operations can commence immediately.
 
D)             Supervising during loading and discharging.
 
E)             Watchmen in holds during loading and discharging. 
 
Vessel to work day and night without Charterers’ special request.
 
Clause 57:
 
Watchmen
 
Watchmen for gangway ordered by vessel to be for Owners’ account, but if same compulsory by port regulations same to be for Charterers account.  Watchmen for cargo always to be for Charterers’ account.
 
Clause 58:
 
Deleted.
 
Clause 59:
 
Deleted.
 
Clause 60:
 
Representation and Communication Expenses
 
Further to Clause 10, Charterers will remit Owners a lumpsum of U.S. $1,250.00 (One Thousand Two Hundred and Fifty Dollars) monthly or pro rata for all victualling as per lines 84/85. This lumpsum also covers the cost of cigarettes, drinks, petty expenses etc. incurred by Master, as well as the cost of radio telegrams, telex and fax communication and phone calls made by Master on behalf of Charterers or their agents in direct performance of this Charter Party.
 
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Clause 61:
 
U.S. Regulations
 
If the vessel calls at any U.S. port for purposes of loading or discharging cargo, vessel’s equipment shall comply with regulations established by U.S. Public Law 85-742 Part 9 (Safety and Health Regulations for Longshoring). If longshoremen are not permitted to work due to failure of the Master and/or Owners’ agents to comply with the aforementioned regulations, any delay resulting therefrom, and any stevedore standby time and other expenses involved, shall be for Owners’ account.
 
Clause 62:
 
Arbitration
 
All disputes arising out of this contract shall be arbitrated at London and, unless the parties agree forthwith on a single Arbitrator, be referred to the final arbitrament of two Arbitrators carrying on business in London who shall be members of the Baltic Mercantile & Shipping Exchange and engaged in shipping, one to be appointed by each of the parties, with power to such Arbitrators to appoint an Umpire.  No award shall be questioned or invalidated on the ground that any of the Arbitrators is not qualified as above unless objection to his action be taken before the award is made.  Any dispute arising hereunder shall be governed by English law.
 
For disputes where the total amount claimed by either party does not exceed U.S. $50,000 (Fifty Thousand Dollars) the arbitration shall be conducted in accordance with the Small Claims Procedure of the London Maritime Arbitrator’s Association.
 
If either of the appointed Arbitrators refuse to act, or is incapable of acting, or dies, the party who appointed him may appoint a new Arbitrator in his place.  If one party fails to appoint an Arbitrator, either originally or by way of substitution as aforesaid, for thirty clear days after the other party having appointed his Arbitrator has served the party making default with notice to make the appointment, the party who has appointed an Arbitrator may appoint that Arbitrator to act as sole Arbitrator in the reference, and his award shall be binding upon both parties as if he has been appointed by consent.
 
Clause 63:
 
Insurance
 
A)            Owners guarantee that vessel is entered and shall remain for the duration of this Charter Party in a Protection and Indemnity Association, which is a member of the International Group of P. & I. Clubs.
 
Owners’ P. & I. Club is: SKULD
 
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B)             Any additional insurance on vessel and/or cargo levied by reason of the vessel’s flag, ownership, class or condition to be borne by Owners.
 
Clause 64:
 
Classification
 
Owners engage themselves to maintain vessel classed 100 AI Lloyd’s Register or equivalent during the currency of this charter. Owners guarantee that the vessel will be insured on a basis, which in respect of collision liability gives protection that is considered to embrace at least as much as the Running Down Clause with 3/4 with Hull and Machinery Underwriter and 1/4 with P. & I. Club.
 
Clause 65:
 
Bill(s) of Lading
 
Charterers or their agents are authorised to issue and sign Bill(s) of Lading on Charterers’ usual form on Owners’ and Master’s behalf for cargo as presented.  Charterers shall indemnify Owners from all consequences of non-conformity of Bill(s) of Lading signed with Mate’s receipts.
 
In the event that the original Bill(s) of Lading are not available at the destination when the vessel is ready to discharge, Owners, at the request of Charterers, agree to release the cargo without presentation of the original Bill(s) of Lading provided that, prior to delivery of the cargo, Charterers have arranged to have submitted to the Owners a Letter of Indemnity as per Owners’ P. and I. Club’s form, as attached herewith or any amendments thereto made by Owners’ P. and I. Club, signed by Charterers, first on fax prior to commencement of discharging together with a legible copy of relevant Bill(s) of Lading and the original Letter to be couriered to Owners immediately, agreeing to fully indemnify and hold Owners and/or the vessel and/or the Master and/or agents harmless against any consequences resulting from the vessel releasing the cargo without presentation of the original Bill(s) of Lading and also to remain fully responsible for all damages and/or consequences that may arise out of the release of the cargo as above stated.
 
Clause 66:
 
Grain Regulations
 
A)            The Owners guarantee that the vessel is a selftrimming bulk carrier allowed to load grain or grain products without shifting boards or other fittings for grain.  Any expenses resulting from breach of this warranty to be for Owners’ account.
 
B)             For the carriage of grain in bulk vessel to have onboard at any time of this charter period valid documents and certificates issued by a recognised Classification Society and certified by National Cargo Bureau.
 
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Clause 67:
 
Panama and Suez
 
Vessel is fitted for and has necessary equipment and certificates onboard to transit Panama Canal (and not restricted due to her loadline or bilge radius), and Suez Canal.
 
Clause 68:
 
Pollution
 
FINANCIAL RESPONSIBILITY IN RESPECT OF POLLUTION (ALL SHIPS OTHER THAN SELF-PROPELLED TANK VESSELS AND NON-SELF PROPELLED TANK VESSELS CARRYING MORE THAN 2,000 TONS OF PERSISTENT OIL IN BULK AS CARGO)
 
(1)            Owners warrant that throughout the currency of this charter they will provide the vessel with the following certificates:
 
Certificates issued pursuant to Section 1016 (a) of the Oil Pollution Act 1990, and Section 108 (a) of the Comprehensive Environmental Response, Compensation and Liability Act 1980, as amended in accordance with Part 138 of Coast Guard
 
Regulations 33 CFR, so long as these can be obtained by the Owners from or by SIGCO.
 
(2)            Notwithstanding anything whether printed or typed herein to the contrary:
 
A)            save as required for compliance with paragraph (1) hereof, Owners shall not be required to establish or maintain financial, security or responsibility in respect of oil or other pollution damage to enable the vessel lawfully to enter, remain in or leave any port, place, territorial or contiguous waters of any country, state or territory in performance of this charter.
 
B)             Charterers shall indemnify Owners and hold them harmless in respect of any loss, damage, liability or expense (including but not limited to the cost of any delay incurred by the vessel as a result of any failure by the Charterers promptly to give alternative voyage orders) whatsoever and howsoever arising which Owners may sustain by reason of any requirement to establish or maintain financial security or responsibility in order to enter, remain in or leave any port, place or waters, other than to the extent provided in paragraph (1) hereof.
 
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C)             Owners shall not be liable for any loss, damage, liability or expense, whatsoever and howsoever arising which Charterers and/or the holders of any Bill of Lading issued pursuant to this Charter may sustain by reason of any requirement to establish or maintain financial security or responsibility in order to enter, remain in or leave any port, place or waters, other than to the extent provided in paragraph (1) hereof.
 
(3)            Charterers to exercise best efforts to ensure that the terms of this Clause will be incorporated effectively into any Bill of Lading issued pursuant to this Charter.
 
Clause 69:
 
Drug and Alcohol Policy
 
Owners warrant that they have a policy on drug and alcohol abuse (“Policy”) applicable to the vessel which meets or exceeds the standards in the Oil Companies International Marine Forum Guidelines for the Control of Drugs and Alcohol Onboard Ship.  Under the Policy, alcohol impairment shall be confined as a blood alcohol content of 40 mg/100 ml or greater.
 
The appropriate seafarers to be tested shall be all vessel officers and the drug/alcohol testing and screening shall include unannounced testing in addition to routine medical examinations.  An objective of the Policy should be that the frequency of the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be tested at least once a year through a combined program of unannounced testing and routine medical examinations.  Owners further warrant that the Policy will remain in effect during the currency of this charter and that Owners shall exercise due diligence to ensure that the Policy is complied with.  It is understood that an actual impairment or any test finding of impairment shall not in and of itself mean that the Owners have failed to exercise due diligence.
 
Clause 70:
 
Stowaways

A.	1.	The Charterers warrant to exercise due care and diligence in preventing stowaways in gaining access to the vessel by means of secreting away in the goods and/or containers shipped by the Charterers.	
 	 	 	
2.	 	If, despite the exercise of due care and diligence by the Charterers, stowaways have gained access to the vessel by means of secreting away in the goods and/or containers shipped by the Charterers, this shall amount to breach of charter for the consequences of which the Charterers shall be liable and shall hold the Owners harmless and shall keep them indemnified against all claims whatsoever which may arise and be made against them. Furthermore, all time lost and all expenses whatsoever and howsoever incurred, including fines, shall be for the Charterers’ account and the vessel shall remain on hire.	
 
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 	3.	Should the vessel be arrested as a result of the Charterers’ breach of charter according to sub-clause (a) 1. above, the Charterers shall take all reasonable steps to secure that, within a reasonable time, the vessel is released and at their expense put up bail to secure release the vessel.	
 	 	 	
B.	1.	If, despite the exercise of due care and diligence by the Owners, stowaways have gained access to the vessel by means other than secreting away in the goods and/or containers shipped by the Charterers, all time lost and all expenses whatsoever and howsoever incurred, including fines, shall be for the Owners’ account and the vessel shall be off-hire.	
 	 	 	
 	2.	Should the vessel be arrested as a result of stowaways having gained access to the vessel by means other than secreting away in the goods and/or containers shipped by the Charterers, the Owners shall take all reasonable steps to secure that, within a reasonable time, the vessel is released and at their expense put up bail to secure release of the vessel.	
 
Clause 71:
 
Weather Routing
 
Charterers have the right to appoint Ocean routes or a similar weather routing service to monitor vessel’s performance during sea passages.  Owners will request Master to co-operate with the appointed weather routing service and follow their recommendations as, far as practical.  Weather reports to be taken from vessel’s deck log and/or Ocean Routes or similar weather routing service if so elected by Charterers.  In the event of consistent discrepancies between the two sources the above weather service to be taken as final.
 
Clause 72:
 
New Both-to-Blame Collision Clause, New Jason Clause and Chamber of Shipping War Risk Clauses 1 and 2 as attached, to be included in this Charter Party, and all Bill(s) of Lading shall be subject to said clauses.
 
The U.S.A/Canadian Clauses Paramount as applicable, or the Hague Rules as enacted in countries other than the U.S.A. and Canada, as applicable, to be incorporated in all Bill(s) of Lading.
 
Clause 73:
 
This Charter Party to be governed by and construed in accordance with English law.
 
Clause 74:
 
Delivery and redelivery times are understood to be GMT Laydays/cancelling to be local time.
 
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Clause 75:
 
Deleted.
 
Clause 76:
 
Deleted.
 
Clause 77:
 
Deleted.
 
Clause 78:
 
Mobile Crane Clause applicable only for discharge grain in Taiwan
 
Charterers have the liberty to place mobile cranes on deck provided all costs, time and risk to be for Charterers’ account, and provided sufficient dunnage (as may be required by the Master) is placed underneath the cranes to spread both the static weight and dynamic weight and in any case the static weight and dynamic weight are not to exceed permissible weight per square meter on deck,
 
Should any cutting or welding or reinforcement be necessary on vessel’s hatches to accommodate the placement of such cranes, then Owners’ prior approval shall be required and all expenses, time and risk of such work to be for Charterers’ account, and such work always to be carried out subject to vessel’s classification society surveyor’s approval and also subject to port authorities’ regulations.  Charterers will be fully responsible for any and all damage, time, expenses and costs including but not limited to all burn areas of paint on deck and underneath which are to be reconditioned to the original state and that all operations to be under the Master’s / Officer’s supervision and the Master’s and classification society’s satisfaction.
 
It is understood that before the Owners and/or the Master will give any required approval, each will be furnished by Charterers, sufficiently in advance of the time their approval is required, with all information they may request from Charterers in order to make a decision.
 
Clause 79:
 
Artificial Separation :
 
Charterers may use artificial plastic separations or similar in holds to facilitate the loading of different grades of cargo, however, Owners or Master shall not be responsible for any commingling of different grades of cargo notwithstanding any cause of commingling of grades. Also Owners shall not be responsible for shortage of individual grades on discharge. Charterers shall indemnify Owners and hold Owners harmless in respect of any liability grades of cargo in one hold.
 
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Clause 80
 
BIMCO Standard ISM Clause – For Voyage and Time Charter Parties
 
From the date of coming into force of the International Safety Management (I.S.M.) Code in relation to the vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the vessel and “the Company” (as defined by the I.S.M. Code) shall comply with the requirements of the I.S.M. Code.
 
Upon request the Owners shall provide a copy of the relevant Document of Compliance (D.O.C.) and Safety Management Certificate (S.M.C.) to the Charterers.
 
Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the I.S.M. Code shall be for the Owners’ account.
 
Clause 81:
 
Deleted.
 
Clause 82:
 
Owners Matters in Port:
 
Charterers’ Agents are available to perform the following services to Owners – Cash advances to Master by Owners, crew mail, arranging fresh water supplies, minor medical attendance.  These services to be provided at actual cost and no agency fee applicable but Owners to settle with Agents and to be ultimately responsible for settling same.
 
For sake of clarity, this Clause will remove the necessity for Charterers to make deductions for estimated Owner’s expenses in port as Owners will settle same directly.
 
Clause 83:
 
Owners confirm vessel has Dual Deadweight Certificate of maximum 69,999 long tons which is available to Charterers without cost.
 
Clause 84:
 
Split Bill(s) of Lading:
 
Charterers and/or agents may allow to split the original Bill(s) of Lading quantity into smaller parcels by the way of delivery orders provided that Charterers must conform with following provisions and obtain Owners’ prior written permission at each occasion.
 
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1.              Charterers shall collect the full set of the issued original Bill(s) of Lading i.e. 3 (three) of each original Bill(s) of Lading (if issued in 3 (three) Originals) and only after they have collected the full set, they then split the original Bill(s) of Lading quantity into smaller parcels by the way of delivery orders.
 
2.              The delivery orders must provide for the exact same terms and conditions as the original Bill(s) of Lading and the total quantity of The delivery orders must match the quantity of the original Bill(s) of Lading.  The delivery orders shall not prejudice the shipowner’s rights under The Bill(s) of Lading.  Charterers to hold Owners fully harmless for and against any consequences, liabilities and/or costs arising out of the Issue ship delivery orders.
 
3.              Prior to commencement of discharge of the cargo, the full set of the original Bill(s) of Lading shall be handed to the Master or Owners.  The original delivery orders must be presented to the Master enabling him to check the quantity, the terms and conditions thereof.
 
4.              Discharging cargoes must commence after the Master has confirmed that the original delivery orders are in order and have been issued in compliance with the terms and conditions under this clause.  On presentation of one original delivery order all other originals to stand “void”.
 
5.              Charterers shall keep both Owners and Master fully informed of any development in order to avoid any trouble from.
 
6.              All delivery orders issued pursuant to this clause shall, without prejudice to the generally of the above, include the following Clauses :
 
A)            The Chamber of Shipping Voyage Charter Clause Paramount 1958 amended to include the words “and/or delivery order” after the words “Bill of Lading” appearing in lines 12 and 16 thereof.
 
B)             This shipment was loaded on board the vessel as part of one original lot of            (enter description of cargo) of which            (enter quantity) was loaded at             (enter name of load port) and            (enter quantity) was loaded at            (enter second load port) with no segregation as to parcels.  The vessel undertakes to delivery only that proportion of cargo actually loaded which is represented by the percentage that the total amount specified in the delivery orders bears to the total of undivided bulk delivered at destination.  Neither the vessel nor the Owner assumes any responsibility for the separation of the undivided bulk at the port of delivery.
 
Clause 85:
 
Deleted
 
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Clause 86:
 
For the duration of this Charter Party, Owners guarantee to have a valid dual DWT Certificate of maximum 70,000 LTDWT which to be available for use by Charterers free of expense.
 
Clause 87
 
BHPBilliton Set-Off Clause
 
Following a default by either party hereunder (the “Defaulting Party”) the other party (the “Non-Defaulting Party”) shall be entitled, at its option, to set-off any amounts believed in good faith and on reasonable grounds by the Non-Defaulting Party to be payable (whether at such time or in the future or upon the occurrence of a contingency) by the Defaulting Party to the Non-Defaulting Party (whether under this Charter Party or otherwise), against any amounts believed in good faith and on reasonable grounds by the Non-Defaulting Party to be payable (whether at such time or in the future or upon the occurrence of a contingency) by the Non-Defaulting Party to the Defaulting Party (whether under this Charter Party or otherwise), irrespective of the currency, place of payment or booking office of either party’s obligations and the parties respective obligations shall be discharged promptly and in all respects to the extent they are so set-off.  The Non-Defaulting Party will give 3 (three) days prior notice to the Defaulting Party of any intended set-off to be effected under this provision.  For this purpose, any such amount payable by one party to the other (or the relevant portion of such amount) may be converted by the Non-Defaulting Party, acting in good faith and in a commercially reasonable manner, into such currency as may reasonably be required in order to effect such set-off at an exchange rate determined by the Non-Defaulting Party acting in good faith and in a commercially reasonable manner.  If an obligation is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.  The right of the Non-Defaulting Party under this provision shall apply without prejudice to Clause 71 or any other right of set-off which it may have whether by agreement, operation of law or otherwise.  Nothing in this provision shall be effective to create a charge or other security interest.
 
Clause 88
 
Charterers or their appointed representatives have the right to inspect the vessel at any time during this Charter. Owners/Master/crew to co-operate fully with any such inspection.
 
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NEW BOTH TO BLAME COLLISION CLAUSE
 
If the liability for any collision in which the vessel is involved while performing this Charter Party fails to be determined in accordance with the laws of the United States of America, the following Clause shall apply:-
 
BOTH TO BLAME COLLISION CLAUSE
 
“If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim against the carrying vessel or Carrier.
 
The foregoing provisions shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.”
 
The Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.
 
NEW JASON CLAUSE
 
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, shippers, consignees or Owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods.
 
If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers.  Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.
 
The Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.
 
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WAR RISK CLAUSES
 
“(1) No Bills of Lading to be signed for any blockaded port and if the port of discharge be declared blockaded after Bills of Lading have been signed, or if the port to which the ship has been ordered to discharge either on signing Bills of Lading or thereafter be one to which the ship is or shall be prohibited from going by the Government of the Nation under whose flag the ship sails or by any other Government, the owners shall discharge the cargo at any other port covered by this Charter Party as ordered by the Charterers (provided such other port is not a blockaded or prohibited port as above mentioned) and shall be entitled to freight as if the ship had discharged at the port or ports of discharge to which she was originally ordered”.
 
“(2) The Ship shall have liberty to comply with any orders or directions, as to departure, arrival, routes, ports of call, stoppages, destinations, delivery or otherwise howsoever given by the Government of the Nation under whose flag the vessel sails or any department thereof, or by any other Government or any department thereof, or any person acting or purporting to act with the authority of such Government or of any department thereof, or by any committee or person having, under the terms of the War Risks Insurance on the ship, the right to give such orders or directions and if by reason of and in compliance with any such orders or directions anything is doe or is not done, the same shall not be deemed a deviation, and delivery in accordance with such orders or directions shall be a fulfilment of the contract voyage and the freight shall be payable accordingly”.
 
The Charterers shall procure that all Bill(s) of Lading issued under this Charter Party shall contain the same Clause.
 
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INT. GROUP A
 
STANDARD FROM LETTER OF INDEMNITY TO BE GIVEN IN RETURN FOR DELIVERING CARGO WITHOUT PRODUCTION OF THE ORIGINAL BILL OF LADING

TO:	(insert name of Owners)	(insert date)	
 	To the Owners of the (insert name of ship)	 	
 
DEAR SIRS,

SHIP	:	 (insert name of ship)	
 	 	 	
VOYAGE	:	(insert load/discharge port as stated in Bills of Lading)	
 	
CARGO	:	(insert description of cargo)	
 	
BILL(S) OF LADING	:	(insert identification number, date, place of issue)	

The above cargo was shipped on the above ship by [insert name of shipper] and consigned to [insert name of consignee or to whose order the Bill of Lading is made out, as appropriate] for delivery at the port of [insert name of discharge port stated in the Bill of Lading] but the Bills of Lading have not arrived and we, [insert name of party requesting delivery], hereby request you to give delivery of the said cargo to [insert name of party to whom delivery is to be made] without production of the original Bill(s) of Lading.
 
In consideration of your complying with our above request, we hereby agree as follows :
 
1.                                        To indemnify you, your servants and agents and to hold all of you harmless in respect of any liability, loss, damage or expenses of whatsoever nature which you may sustain by reason of delivering the cargo in accordance with our request.
 
2.                                        In the event of any proceedings being commenced against you or any of your servants or agents in connection with the delivery of the cargo as aforesaid to provide you or them on demand with sufficient funds to defend the same.
 
3.                                        If, in connection with the delivery of the cargo as aforesaid, the ship or any other ship or property in the same or associated Ownership, Management or control, should be arrested or detained or should the arrest or detention thereof be threatened, or should there be any interference in the use or trading of the vessel (whether by virtue of a caveat being entered on the ship’s registry or otherwise howsoever), to provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such ship or property or to remove such interference and to indemnify you in respect of any liability, loss, damage or expense caused by such arrest or detention or threatened arrest or detention or such
 
26

 
interference, whether or not such arrest or detention or threatened arrest or detention or such Interference may be justified.
 
4.                                        If the place at which we have asked you to make delivery is a bulk liquid or gas terminal or facility, or another ship, lighter or barge, then delivery to such terminal, facility, ship, lighter or barge shall be deemed to be delivery to the party to whom we have requested you to make such delivery.
 
5.                                        As soon as all original Bills of Lading for the above cargo shall have come into our possession to deliver the same to you, or otherwise to cause all original Bill(s) of Lading to be delivered to you, whereupon our liability hereunder shall cease.
 
6.                                        The liability of each and every person under this indemnity shall be joint and several and shall not be conditional upon your proceeding first against any person, whether or not such person is party to or liable under this indemnity.
 
7.                                        This indemnity shall be governed by and construed in accordance with English Law and each and every person liable under this indemnity shall at your request submit to the jurisdiction of the High Court of Justice of England.
 
Yours faithfully

For and on behalf of
[insert name of requestor]

 	 	 	
Signature	
 
27

 

	[SEAL]	
 
VETTING-QUESTIONNAIRE CAPE & PANAMAX
 
Time Period - Charter
 
This questionnaire comprises 5 pages. It is to be completed and signed by a ‘responsible’ person familiar with the vessel, usually a representative of vessels Technical Manager as indicated in Q2 of this questionnaire. Submission of completed and signed questionnaire and copies of requested documents in essential prior to a formal decision on the vessel.

1:	Current Vessel Name	:	GENCO KNIGHT	Ex Name:	 	TOP KNIGHT	
 	 	 	 	 	
 	IMO Number	:	463674070	Flag:	 	HONG KONG	
 	 	 	 	 	 	
2:	Technical Manager Name and Head office address:	
 	TOP GLORY SHIPPING & CO., LTD	
 	27 FLOOR, TOP GLORY TOWER,	
 	262, GLOUCESTER ROAD,	
 	CAUSEWAY BAY,	
 	HONG KONG	
 	 	
3:	Please STATE DATES (dd/mmm/yyyy) for the following :	 	
 	 	 	
 	1.	 	Date of last dry dock	16 Apr 04	
 	 	 	 	 	
 	2.	 	Date of last special survey	16 Apr 04	
 	 	 	
4:	Please ANSWER YES OR NO to the following questions	 	
 	 	 	
 	1.	 	Does the vessel currently have any Condition[s] of Class? If “Yes” please attach details of conditions	NO	
 	 	 	 	 	
 	2.	 	Has the vessel been detained by Port State Control Authority in last 12 months? If “Yes” please attach Detention Report copy and details of deficiencies rectified	NO	
 	 	 	 	 	
5:	Please ATTACH COPIES for the following documents:	 	

 	 	CERTIFICATE
EXPIRY DATE	 	PAGES
ATTACHED	 	v
Box	 	
1.	 	ISS Certificate	 	28 APR 09	 	ONE	 	ý	 	
2.	 	Certificate of Class	 	30 APR 09	 	ONE	 	ý	 	
3.	 	Document of Compliance	 	24 SEPT 07	 	ONE	 	ý	 	
4.	 	Safety Management Certificate	 	14 APR 09	 	ONE	 	ý	 	
5.	 	Latest Port State Control Inspection Report	 	XXXXXXXX	 	ONE	 	ý	 	

6:	Please answer the following questions in relation to the Vessel Security Plan:	 	
 
1

 
The Security Level at which the ship is
currently operating
 
1:                 Vessel Particulars

1.1	 	Call Sign:	 	ELUQ5	 	Telex/Fax:	 	TLX: 347778740	
 	 	 	 	 	 	 	 	FAX: 347778720	
 	 	 	 	 	 	 	 	 	
1.2	 	Inmarsat Numbers:	 	 	 	Email: gkg@tgship.amosconnect.com	
 	 	 	 	 	 	 	 	 	
1.3	 	TPC	 	ABOUT 65.66	 	 	 	 	
 	 	 	 	 	 	 	 	 	
1.4	 	Hatch Dimensions in main deck [m]:	 	(1) 15.88 (A)
L 16.74	W12.0(F)	 	(2)
L 23.32	W 15.88	 	(3)
L 16.74	W 15.88	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	(4)
L 16.74	W 15.88	 	(5)
L 22.32	W 15.88	 	(6)
L 16.74	W 15.88	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	(7)
L	W	 	(8)
L	W	 	(9)
L	W	
 	 	 	 	 	 	 	 	 	 	 	 	
1.5	 	Vessel Ballast Hold [s]:	 	Sea: No. 4	 	Port: No. 4	 	 	
 	 	 	 	 	 	 	 	 	
1.6	 	Total Grain capacity [m3]:	 	85,927 M 3	 	 	 	 	
 	 	 	 	 	 	 	 	 	
1.7	 	Grain Capacity [m3] for each hold including hatch coamings:	 	(1) 12,073	 	(2) 16,730	 	(3) 14,085	
			 	 	 	 	 	 	
			 	(4) 13,587	 	(5) 16,534	 	(6) 12,918	
			 	 	 	 	 	 	
			 	(7)	 	(8)	 	(9)	
 	 	 	 	 	
1.8	 	Total DWT Capacity [mt]:	 	SUMMER 73,941	
 	 	 	 	 	
1.9	 	Capacity [mt] for each hold.	 	(1)	 	 	(2)	 	 	(3)	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	(4)	 	 	(5)	 	 	(6)	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	(7)	 	 	(8)	 	 	(9)	 	
 	 	 	 	 	
1.10	 	Type of Hatch covers:	 	SIDE ROLLING	
 	 	 	 	 	
1.11	 	Airdraft [m] - waterline to top of hatch coaming:	 	Light Ballast: ABT 16.0	 	Full Ballast: ABOUT 13.5 M	
 	 	 	 	 	 	 	
1.12	 	Ballast Rate (mt/hour)	 	Load: ABT 700/HR	 	Discharge: ABOUT 700/HR	

2

 
2:                 General

 	 	 	 	 	 	Yes	 	No	 	N/A	
2.1	 	Can vessel exchange ballast water at sea?	 	ý	 	o	 	o	
 	 	 	 	 	 	 	 	 	
2.2	 	Is the vessel on T/C to you? If YES, indicate since when and from whom.	
 	 	NO	
 	 	 	
2.3	 	Has the vessel traded to Australia in last 6 months? If YES, list name(s) of Australian port(s) last called and date	
 	 	NO	
 	 	 	
2.4	 	Has the vessel traded CIS Pacific Ports? If YES, list when and where.	 	 	 	 	 	 	
 	 	NO	
 	 	 	
2.5	 	Please provide the full itinerary up to expected time of delivery/arrival load port:	 	 	 	 	 	 	
 	 	REVERTING	
 	 	 	
 	 	 	 	 	 	Yes	 	No	 	N/A	
2.6	 	Is the vessel suitable for Sollac - Dunkirk East Terminal?	 	o	 	o	 	o	
 	 	 	 	 	 	 	 	 	
2.7	 	Is the vessel suitable for British Steel - Redcar Terminal?	 	o	 	o	 	o	
 	 	 	 	 	 	 	 	 	
2.8	 	Can vessel be described as self trimming?	 	ý	 	o	 	o	
 
3:                 For Time Charter Vessels only:

3.1	 	Bunker capacity: @ 100%:	 	HFO [tonnes]: 2190.5 M 3	 	MDO [tonnes]: 111.8 M 3	
 	 	 	
3.2	 	Freshwater capacity: 387.9 M 3	 	Constant: ABOUT 300 MT	
 	 	 	 	 	 	 	 	 	 	 	
3.3	 	Speed [Knots]	 	Laden:	AS PER C/P	 	Ballast:	 	
 	 	 	 	 	 	 	
3.4	 	Consumption at sea [mt/day]	 	Laden:	HFO:	AS PER C/P	 	Ballast:	HFO:	 	
 	 		 		 		 		 		
 	 		 		MDO:		 		MDO:		
 	 	 	 	 	 	 	
3.5	 	Consumption in port [mt/day]	 	Idle:	HFO:	AS PER C/P	 	Working:	HFO:	 	
 	 		 		 		 		 		
 	 		 		MDO:		 		MDO:		
 	 	 	 	 	 	 	
3.6	 	Bunker specification [cst] and state standard of fuel specification	 	HFO:	AS PER C/P	 	MDO:	 	

3

 
4:                 Banking Details

4.1	 	Beneficiary (Account Name)	 	TO BE ADVISED BY BROKERS	 	 	
 	 	 	 	 	 	 	
4.2	 	Account Numbers:	 	Beneficiary Bank:	 	 	
 	 	 	 	 	 	 	
4.3	 	Chips UID (USD Payments only):	 	 	 	 	
 	 	 	 	 	 	 	
4.4	 	Address:	 	 	 	 	
 	 	 	 	 	 	 	
4.5	 	Fedwire No:	 	 	 	 	
 	 	 	 	 	 	 	
 	 	Following [6.6, 6.7, 6.8 below] is required if Beneficiary Bank is located outside of country of currency :	
 	 	 	 	 	 	 	
4.6	 	Correspondent Bank in the USA of the Beneficiary Bank:	
 	 	 	
4.7	 	Account Number:	
 
5:                 Insurance Details

5.1	 	P & I Club
[Full style address and contact numbers] :	 	SKULD
www.skuld.com	
 	 	 	 	 	
5.2	 	Hull Insurance Company
[Full style address and contact numbers] :	 	GERLING - KONZERN ALLEGEMEINE OSLO THROUGH LEEDS & LEEDS CO., INC.	
 	 	 	 	 	
5.3	 	Hull Insured value [USD]:	 	USD 37 MILLION	
 
6:                 Please provide contact details in case of emergencies for Owners/Ship Manager Representative[s] (for Time Charter vessels only)

 	 	Contact person [s]	 	Phone No [all	 	Facsimile No [all	
Company Type:	 	Name & Title	 	hours]:	 	hours]:	
 	 	 	 	 	 	 	
Head Owner:	 	 	 	 	 	 	
 	 	 	 	 	 	 	
Ship Operator/Manager	 	EDDIE LAU
OPERATIONS MANAGER	 	852-91910232	 	852-28330683	
 
4

 
7.                 Please list details of the last 6 voyages

Ports of Call	 	 	 	 	 	 	 	
From:	 	To:	 	Cargo	 	Charterer	 	Voyage Dates	 	
VIZAG	 	XINGANG	 	IRON ORE	 	NOBLE	 	17-2-05 TO	 	
TAHOMA	 	XIAMEN	 	CORN	 	NORTH CHINA	 	17-12-04 TO
17-2-05	 	
NEW ORLEANS	 	INCHON, KUNSAN	 	MAIZE	 	NORTH CHINA	 	10-10-04 TO
17-12-04	 	
YUZHNY	 	BRINDSI	 	COAL	 	NORTH CHINA	 	21-09-04 TO
10-10-04	 	
PORTLAND	 	EL DIKHEILA	 	WHEAT	 	NORTH CHINA	 	30-07-04 TO
21-09-04	 	
PRAIA MOLE	 	PORTLAND	 	S / SLABS	 	NORTH CHINA	 	21-06-04 TO
30-07-04	 	
 
8:                 Trading Certificates
 
Please attach a list detailing the expiry dates of the vessel’s current trading certificates.

Name:	EDDIE LAU	 	Designation:	OPERATIONS MANAGER	 	
 	 	
Company:	TOP GLORY SHIPPING CO., LTD.	 	
 	 	
Signature:	/s/ Eddie Lau	 	Date:	3 MAR 05	 	

5

 
Exhibit 10.8
 
Time Charter
 
GOVERNMENT FORM
Approved by the New York Produce Exchange
November 6th , 1913 - Amended October 20 th, 1921; August 6th, 1931; October 3rd, 1946
 
This Charter Party , made and concluded in LONDON:                                      23 rd day of January                           19 2005 Between GENCO VIGOUR LIMITED, MARSHALL ISLANDS                                                                           Owners of the good Hong Kong                    Steamship /Motorship “GENCO VIGOUR” . (See Clause 29 for vessel’s full description) of               of              tons gross register, and                            tons net register , having engines of                                   indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classed                                                                            at                            of about                               cubic feet bale capacity, and about                                 tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one-and-one half percent of ship’s deadweight capacity, allowing a minimum of fifty tons) on a draft of                         feet                             inches on                          Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about                                                          tons of fuel, and capable of steaming, fully laden, under good weather conditions about                                       knots on a consumption of about                          tons of best Welsh coal best grade fuel oil best grade Diesel oil , now trading                                                                                                                        
and BHP-BILLITON MARKETING AG                         Charterers of the City of BAAR, SWITZERLAND    
Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about Minimum 23 months to about (+ / - 15 days) 27 months Time Charter, trading always via safe port(s), safe berth(s), safe anchorage(s), always afloat except NAABSA as per Clause 6, always within Institute Warranty Limits within below mentioned trading limits.
Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party.   Acceptance of delivery by Charterers shall not constitute any waiver of Owners’ obligations hereunder.
Vessel to be placed at the disposal of the Charterers, at on dropping outward Sea Pilot safe port TAIWAN, port in Charterers’ option (intention KAOHSIUNG), any time day or night, Sundays and Holidays included                                                            in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No. 6), as the Charterers may direct.  If such dock, wharf or place be not available time to count as provided for in clause No. 5 .  Vessel on her delivery to be ready to receive cargo with clean-swept holds washed down and dry, fit and safe for the reception, carriage and preservation of any permissible cargo and tight, staunch, strong and in every way fitted for the service and so maintained by the Owners throughout the currency of this Charter Party, having water ballast, and with sufficient power to operate all hatches and winches simultaneously and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers and crew , seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers , excluding See Clause 30                                                                                    (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number of deck at their risk, all necessary fittings and other requirements to be for account of Charterers) , in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America and places within British Institute Warranty Limits (see Clause 31) and/or Europe and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic,                                                                                                                                                                                                            

as the Charterers or their Agents shall direct, on the following conditions:
1.              That the Owners shall provide and pay for all provisions, wages charges for port services pertaining to the crew and Owners’ business, and consular shipping and discharging fees of the Crew; shall pay for the insurance of vessel, also for all the cabin, deck, engine-room and other necessary stores, lubricating oil and fresh water (excluding additional fresh water for hold cleaning when vessel’s own stock insufficient) including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull, cargo spaces, machinery and equipment for and during the service.
2.             That the Charterers, whilst the vessel is on hire , shall provide and pay for all the fuel except as otherwise agreed, Port Charges, Compulsory/Customary Pilotages ( but Owners/Master are, always with due consideration to safety, to minimise use of pilots) Agencies, Commissions, Consular Charges (except those pertaining to individual crew members or flag of the vessel the Crew ), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which vessel is responsible, then all such charges incurred shall be paid by the Owners. Fumigations ordered because of illness of the crew to be for Owners account and time.   Fumigations ordered because of cargoes carried or ports visited while vessel is employed under this charter to be for Charterers account and time.   The Master shall have right to refuse fumigation to be done during steaming in case sufficient explanation and instruction to his satisfaction are not given by the Charterers/Shippers.   All other fumigations to be for Charterers account after vessel has been on charter for a continuous period of six months or more.
Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but

 
Owners to allow them the use of any dunnage and shifting boards already aboard vessel. Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.
3.             That the Charterers, at the point port of delivery, and the Owners, at the point port of re-delivery, shall take over and pay for all fuel and diesel oil remaining on board the vessel according to prices and quantities as per Clause 33 . at the current prices in the respective ports, the vessel to be delivered with not less than                                                                                                
tons and not more than                                                tons and to be re-delivered with not less than                          tons and not more than                         tons.
4.             That the Charterers shall pay for the use and hire of the said Vessel at the rate of U.S.$ 29,000.00 (Twenty Nine Thousand Dollars) per day/pro rata including overtime in United States Currency per ton on vessel’s total deadweight carrying capacity, including bunkers and stores, on                              summer freeboard, per Calendar Month , commencing on and from the time of the day of her delivery, as aforesaid, and at and after the same rate for any part of a day month ; hire to continue until the hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward Sea Pilot one safe port SKAW/PASSERO RANGE or passing SKAW/PASSERO RANGE WESTBOUND in Charterers’ option, or in Charterers’ option on dropping last outward Sea Pilot one safe port SINGAPORE/JAPAN RANGE including PHILIPPINE ISLANDS, TAIWAN, SOUTH KOREA, PEOPLE’S REPUBLIC OF CHINA, INDONESIA or in Charterers’ option ADEN-PMO RANGE, always port in Charterers’ option, any time day or night, Sundays and Holidays included unless otherwise mutually agreed. Charterers are to give Owners not less than 30/25/15/10 days notice of vessels expected date and probably port or place of re-delivery, and 5/3/1 day(s) definite date and port or place of redelivery. probable port.
5.             Payment of said hire to be made in New York in cash in United States Currency, semi-monthly in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day , at it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the hire, or bank guarantee, or on any breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers but subject to the notification procedure as per Clause 32. Time to count from 7 a.m. on the working day following that on which written notice of readiness has been given to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.
Cash for vessel’s ordinary disbursements at any port may be advanced as required by the Captain, by the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances.
6.             That the cargo or cargoes be laden and/or discharged in any dock or at any wharf or anchorage or place that Charterers of their Agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessels to safely lie aground, as per Clause 31.
7.             That the whole reach of the Vessel’s Hold, Decks , and usual places of loading (not more than she can reasonably and safely stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers’ disposal, reserving only proper and sufficient space for Ship’s officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners                         per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequences of the carriage of passengers, Charterers are to bear such risk and expense No cargo on deck.
8.             That the Captain shall prosecute his voyages with the utmost dispatch, and shall render all customary assistance with ship’s crew and boats. The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards employment and agency; and Charterers are to load, stow, and trim and discharge the cargo at their expense under the supervision of the Captain, who is to sign Bills of Lading for cargo as presented, in conformity with Mate’s or Tally Clerk’s receipts.
9.             That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.
10.           That the Charterers shall have permission to appoint a Supercargo, who shall accompany the vessel and see that voyages are prosecuted with the utmost dispatch. He is to be furnished with free accommodation, and same fare as provided for Captain’s table, Charterers paying at the rate of U.S. $ 1 5 .00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore’s Foreman, etc., Charterers paying at the current rate per mea , as per Clause 60 for all such victualling.
11.           That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing, and the Captain shall keep a full and correct Deck and Engine Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy, in English, of such daily Deck and Engine Logs, showing the course of the vessel and distance run and the consumption of fuel etc. as per Charterers’ form.
12.           That the Captain shall use diligence in caring for the ventilation of the cargo.
13.           That the Charterers shall have the option of continuing this charter for a further period of See Lines 14/15
                                                                                                                                                                                                      
on giving written notice thereof to the Owners or their Agents                     days prior previous to the expiration of the first-named term, or any declared option.
14.           That if required by Charterers, time not to commence before 15 th January 2005                                  and should vessel not have given written notice of readiness on or before 30 th January 2005                        but not later than 4 p.m. Charterers or their Agents to have the option of cancelling this Charter at any time not later than the day of vessel’s readiness.
15.           That in the event of the loss of time from deficiency and/or default of men including strikes of Officers and crew whether due to labour disputes or otherwise or deficiency of or stores, fire, breakdown or damages to hull, machinery or equipment, grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause whatsoever preventing the full working of the vessel, the payment of hire and overtime, if any, shall cease for the time thereby lost; and if upon the voyage the speed be reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence

 
thereof , and all extra expenses shall be deducted from the hire.
16.           That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted.
The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life and property.
17.           That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to Arbitration at London three persons at New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial men. See Clause 62
18.           That the Owners shall have a lien upon all cargoes, and all sub-freights for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.
19.           That all derelicts and salvage shall be for Owners’ and Charterers’ equal benefit after deducting Owners’ and Charterers’ expenses and Crew’s proportion. General Average shall be adjusted, stated and settled, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of York-Antwerp Rules  1974 as amended 1990 1924 , at London, but Owners respecting Charterers sub-contract stipulation as long as confined to a recognised place of adjustment .   such port or place in the United States as may be selected by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of New York .  In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods. Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money. The word “Carrier” in this Charter Party refers to the Owners of the vessel.  Time Charter hire shall not contribute to General Average.
In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers.
Provisions as to General Average in accordance with the above as well as the New Jason Clause attached are to be included in all bills of lading issued hereunder.
20.           Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be for allowed by Owners’ account.
21.           That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary, at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service See Clause 38

22.           Owners shall maintain the gear of the ship as fitted, providing gear (for all derricks) capable of handling lifts up to three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers’ account . Owners also to provide on the vessel lights lanterns and oil for night work, and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers’ expense. The Charterers to have the use of any gear on board the vessel.
23.           Vessel to work night and day, and on Sundays and Holidays if required by Charterers, and all winches to be at Charterers’ disposal during loading and discharging; steamer to provide one winchman per hatch to work winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship’s articles. If the rules of the port, or labor unions, prevent crew from driving winches, shore Winchmen to be paid by Charterers. In the event of a disabled winch or winches, or insufficient power to operate winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time occasioned thereby.
24.           It is also mutually agreed that this Charter is subject to all the terms and provisions of and all the exemptions from liability contained in the Act of Congress of the United States approved on the 13 th day of February, 1893, and entitled “An Act relating to Navigation of Vessels; etc.,” in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the following clauses, both of which are to be included in all bills of lading issued hereunder:
U.S.A. Clause Paramount (See also Clause 72)
This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this bill of lading be repugnant to said Act to any extent, such term shall be void to that extent, but no further.
New Both-to-Blame Collision Clause as attached
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non-carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.

 
25.           The vessel shall not be required to enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safetly enter the port or to get our after having completed loading or discharging. Vessel not to force ice, nor follow ice breakers.
26.           Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, acts of pilots and tugboats, insurance, crew, and all other similar matters, same as when trading for their own account.
27.           A commission of 2 1/2 1.25 per cent is payable by the Vessel and Owners to H. CLARKSON & CO. LIMITED, LONDON                                                                                                                                                                                         
on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.
28.           An address commission of 2 1/2 3.75 per cent payable to Charterers                                        on the hire earned and paid under this Charter.
 
Clauses 29 to 88, inclusive, as attached, to be deemed part of and incorporated in this Charter Party.

Signed for and on behalf of Charterers:	 	
BHP-BILLITON MARKETING AG.,	 	
of BAAR, SWITZERLAND	 	
By E-Mail authority dated 18th March 2005	 	
Received from:	Genco Ship Management LLC	
BHP-BILLITON Marketing B.V.,	As Agent for Owner	
The Netherlands	 	
For and on behalf of:	By	/s/ Peter C. Georgiopoulos	 	
H. CLARKSON & CO. LTD., LONDON	 	Peter C. Georgiopoulos	 	
 	 	President	 	
 	 	
  /s/ M. G. Grimwade	 	 	
M. G. GRIMWADE - Director	 	
As Agents Only	 	

This Charter Party is a computer generated copy of the NYPE (Revised 3rd October, 1946) form printed under licence from the Association of Ship Brokers & Agents (U.S.A), Inc., using software which is the copyright of Strategic Software Limited.
 
It is a precise copy of the original document which can be modified, amended or added to only by the striking out of original characters, or the insertion of new characters, such characters being clearly highlighted by underlining or use of colour or use of a larger font and marked as having been made by the licensee or end user as appropriate and not by the author.

 

 	 		 	[SEAL]	
 
RIDER CLAUSES TO THE M.V. “GENCO VIGOUR”
CHARTER PARTY DATED LONDON: 23 RD JANUARY 2005
 
Clause 29:
 
Vessel’s Description
 
M.V. “ GENCO VIGOUR ”

Owners	 	:	 	GENCO VIGOUR LIMTED, MARSHALL ISLANDS	
 	 	 	 	 	
DWT	 	:	 	73,941 on 13.928 metres Summer Salt Water
(TPC about 65.66)	
 	 	 	 	 	
Flag	 	:	 	Hong Kong	
Built	 	:	 	1999	
Type	 	:	 	Single deck, bulk carrier with double hull structure	
LOA/Beam	 	:	 	225 / 32.26 metres	
GRT / NRT	 	:	 	38,646 / 24,612	
Grain / Bale	 	:	 	85,927 / 85,620 cubic metres	
Holds / Hatches	 	:	 	6 / 6	
 	 	 	 	 	
Gearless	 	 	 	 	
 	 	 	 	 	
Speed / Consumption	 	:	 	About 14 knots (Laden) / 14.5 knots (Ballast) on about 33.5 metric tons IFO (380 CST) plus 1.8 metric tons IFO (180 CST) in calm sea and fair weather with wind speed up to and including Beaufort Scale 4.	
 	 	 	 	 	
In port	 	:	 	2.0 metric tons IFO / day (Working) / 1.5 metric tons IFO / day (Idle).	
 	 	 	 	 	
Bunker Specifications	 	:	 	IFO – ISO 8217 RME25 (1996E) / MDO – ISO 8217
No Diesel Oil at sea but vessel has liberty to consume MDO while manoeuvring in / out of ports, starting of auxiliary engine, navigating in shallow / restricted / busy waters, canals, rivers.	
 
Holdwise (Holds + Hatches) capacity breakdown (all in cubic metres):

 	 	Grain:	 	Bale:	 	Tanktop Strength (T/M2):	
 	 	 	 	 	 	 	
H1	 	12073	 	12026	 	29.8	
H2	 	16730	 	16683	 	16.5	
H3	 	14085	 	14031	 	26.8	
H4	 	13587	 	13532	 	28.0	
H5	 	16534	 	16486	 	16.5	
H6	 	12918	 	12862	 	29.8	
 
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Hatch sizes (length x breadth - all in metres):

H1	 	:	 	16.74 x 12.00 (F) / 15.88 (A)	
H2	 	:	 	22.32 x 15.88	
H3	 	:	 	16.74 x15.88	
H4	 	:	 	16.74 x15.88	
H5	 	:	 	22.32 x15.88	
H6	 	:	 	16.74 x 15.88	
 
All details ‘about’ and without guarantee
 
See attached Questionnaire.
 
Clause 30:
 
Cargo Exclusions
 
All dangerous, hazardous, injurious, inflammable cargoes/goods/commodities as listed in the latest IMO DG Code and/or any subsequent modifications/amendments thereof, nuclear and radio active cargo/waste/material or its products, nuclear isotopes, war material, arms and ammunitions, explosive materials, livestock/animals, logs, mahogany logs, shavings, cotton, waste paper, expellers, copra, pyrites, resin, asbestos, fishmeal, lumber, meat/bone meal, bones, hides of any kind, direct reduced iron ore, hot briquetted iron, sponge iron, iron briquettes, borax, saltpetre, dangerous chemicals, zinc ashes, naptha, petroleum or its products, asphalt, pitch (in bulk/drums), tar/bitumen or any of its products, ammonium nitrate, ammonium sulphate, creosoted goods, acids, calcium carbide/chloride, ferrosilicon, hydrochloride, caustic soda, Indian coal, pond coal, oilcakes, (soybean meal and soybean meal pellets always allowed), expellers, sunflower seed expellers, charcoal, motor spirit, turpentine, fuel, scrap, turnings, motorblocks, concentrates (however iron ore concentrates allowed).
 
Charterers are allowed to carry one cargo of bulk cement and two cargoes of cement clinker per annum (Hold Block Clause as below to apply).
 
Pig iron
 
Pig iron loaded from Ponta De Madeira is always excluded.
 
If a pig iron cargo is loaded then the following clause to apply:
 
Charterers to endeavour to minimise the impact of pig iron on to the tank tops by furnishing, as per custom of the port, wooden pallets to receive the initial first load of cargo.
 
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Charterers will supply for their own account 4 wooden pallets each 2 metres x 2 metres and place these on the centre of the holds and additionally place a 5 th pallet on top to soften the impact of the first load of cargo. Charterers to remove the pallets from vessel’s holds after discharge. Should Master request tarpaulin/plastic sheets to protect the hatch covers/deck/deck equipment/superstructure, in order to minimise the effects of dust, Charterers to supply at their cost the tarpaulin/plastic sheets to vessel prior loading, quantity as per Master’s request.
 
Steels Loading
 
It is agreed that the vessel will not be called upon to stow by use of “Block California Stow Method”.
 
Charterers have the liberty to carry three (3) shipments in total of green delayed and/or calcined petcoke (whether it be full or part cargo) per annum, under the following conditions (see also Clause 45):
 
a)                                       Such cargo to be loaded/stowed/trimmed/discharged strictly according to latest IMO Regulations/Rules applicable to such cargo.
 
b)                                      Should any additional/special wash down of holds be required prior to loading such cargo, as recommended/required by Master, same to be at Charterers’ time and expense.
 
(See Clause 36 – “Between Voyages”)
 
The Charterers may load iron concentrates but in any event such cargo is loaded, the Charterers are to arrange at their risk, expense and in their time the following conditions and steps:
 
Cargo to be loaded, stowed, trimmed, transported and discharged strictly in accordance with IMO and Local Regulations.
 
Holds to be fresh water washed and dried before loading at the Charterers’ time and expense.
 
Before loading certificate of cargo issued by authorised Surveyor as per IMO and Local Regulations, same to be submitted to the Master of the vessel.
 
Cargo not to be loaded during rain.
 
Charterers to be allowed two (2) cargoes of bulk formed sulphur and two (2) cargoes of bulk salt per annum, but same not to be last cargo loaded under this Charter Party.
 
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Preparation and cleaning for bulk formed sulphur and for bulk salt:
 
(To be clear, when the words “Hold Block” and “Hold Clean” is used in the following paragraphs, it refers to the name of the actual product which can be obtained from RBM Hold Solutions, see the website www.holdsolutions.com).
 
a)                                       Charterers to arrange at their time and expense to spray “Hold Block” (please see website www.holdsolutions.com) on the vessel’s holds, in Owners’ option. The vessel always remaining on hire during hold preparation and procedure and cleaning after discharge.
 
b)                                       If possible and if proper equipment and supplies are on board the vessel and weather permitting, crew maybe requested to affect the spraying of holds with “Hold Block”.
 
c)                                       After discharging, Charterers to arrange removal of “Hold Block” from all the holds at their expense and in their time by sweeping and washing down vessel’s holds or other methods according to the usual procedure which chemicals or by the use of “Hold Clean” in Owners’ option. Vessel’s crew may be requested to endeavour to remove the “Hold Block” at Charterers’ expense and time, materials are to be provided by Charterers as per Master’s request. Charterers paying an additional lumpsum of U.S.$ 6,000.00 to Owners for the additional preparation and/or cleaning work done by the crew. Vessel always remaining on hire.
 
d)                                     Charterers always to supply any necessary material requested by the Master for preparation and cleaning of vessel’s holds prior loading and for cleaning after discharging.
 
e)                                     As per Intermediate Hold Cleaning Clause, Charterers’ remain responsible for the disposal of dirty water from the vessel in accordance with local regulations.
 
Clause 31:
 
Trade
 
Always afloat, always via safe ports, safe places, worldwide trading within Institute Warranty Limits, excluding:
 
Russian Pacific ports (as long as the present regulations in the trading countries, including but not limited to Canada and USA apply restricting vessel trading thereafter calling Russian Pacific ports), Amazon above Trombetas, Bangladesh, Cambodia, Turkish occupied Cyprus, Iran, Iraq, Somalia, Yemen, Ethiopia, Lebanon, Syria, Libya (including Gulf of Sidra/Sirte), Congo, Democratic Republic of formerly Zaire, Liberia, Sri Lanka, Sierra Leone, Eritrea,
 
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Angola, Cabinda, Tanzania, Namibia, Nicaragua, Nigeria, Haiti, Cuba, Burma (Myanmar), North Korea, Kampuchea, Sudan, Guatemala, Albania, former Yugoslavia unless allowed by United Nations and approved by Owners’ P. & I. Club (but Slovenia and Croatia allowed), all war, warlike and war risk zones declared from time to time by the London War Committee on war risk trading warranties.
 
The vessel is not allowed at any time to trade to the port/areas which are prohibited from trading by the UN and/or international organisation of the UN and/or the authorities of the country under which the flag the vessel is flying.
 
No direct sailing between mainland China and Taiwan.
 
In the event of factors, which case the Owners to exclude any of the aforementioned countries from the vessel’s permitted trading area, ceasing to exist, Owners will consider favourably a request from Charterers to trade to one or more of these countries, but final decision is at Owners’ sole discretion.
 
Israel and Vietnam to be allowed, provided present positive condition continues to persist and that no war or warlike condition exists in the countries, decision of which is to be made solely, by Owners, however, same not to be unreasonably withheld by Owners.
 
It is understood that Charterers are allowed to trade Gulf of Aqaba as long as the situation permits, however final judgement of situation is made solely by Owners, which, however is not to be unreasonably withheld.
 
NAABSA to be allowed in South Brazil, Argentina and Uruguay where it is customary for vessels of similar size, dimensions and draft to safely lie aground.
 
Trading always within Institute Warranty Limits, but Charterers have the option to trade beyond Institute Warranty Limits subject to Owner’s and their Underwriter’s prior consent, against paying to Owners additional insurance premium (if any) on hull and machinery as per vouchers from vessel’s Underwriters, but such additional premium not to exceed the amount charged if vessel had been insured by Lloyd’s of London.
 
Clause 32:
 
Hire Payments
 
Hire to be paid to Owners’ London bank account.
 
Nordea Bank Finland Plc – New York Branch
437 Madison Avenue
New York, N.Y. 10022

Swift	:	NDEAUS3N	
 	 	 	
ABA Routing No.	:	026010786	
 
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Beneficiary Acct No.	:	7434842001	
 	 	 	
Beneficiary	:	Genco Vigour Limited	
 	 	Trust Company Complex	
 	 	Ajeltake Road	
 	 	Ajeltake Island	
 	 	Majuro	
 	 	Marshall Islands MH96960	
 
Referring to lines 60 and 62: In default of prompt payment of the hire, or bank guarantee or deposit, or on any breach of this charter, the Owners shall notify the Charterers, whereupon Charterers shall rectify matters within 3 (three) banking days of receipt of notification from Owners, failing which Owners shall have the right to withdraw the vessel from the service of Charterers, without prejudice to any claim Owners may otherwise have on Charterers under this Charter.
 
Deductions from hire:
 
Charterers have the option to deduct an address commission from the hire. Charterers have the right to withhold from charter hire during the period of this charter such amounts due to them for off-hire and Owners’ disbursements. Deductions to be properly supported by relevant documents. Charterers further have the right to withhold from last sufficient hire payment(s) estimated Owners’ advances and disbursements, including any fines and other amounts which are for Owners’ account, and also the value of redelivery bunkers. Final settlement to be made soonest possible after redelivery.
 
Clause 33:
 
Bunkers on Delivery/Redelivery
 
Referring to Clause No. 3, vessel to be delivered with about 1,235 metric tons Intermediate Fuel Oil and about 74 metric tons Marine Diesel Oil.
 
Bunkers on redelivery about same quantities as on delivery.
 
Prices both ends :                                                 U.S.$ 198.00 per metric ton for Intermediate Fuel Oil
U.S.$ 415.00 per metric ton for Marine Diesel Oil.
 
Charterers have the option to deduct estimated value of redelivery bunkers from last hire payment(s).
 
The Charterers shall supply bunkers of a quality suitable for burning in the vessel’s engines and auxiliaries and which conform to the specification ISO 8217 RME25 (1996E) of IFO or better quality for engines and auxiliaries and ISO 8217 or better quality for engines and auxiliaries.
 
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Charterers have option to take bunkers prior to delivery for their account provided same does not interfere with Owners own business, and Owners have the right to bunker prior to redelivery, provided same does not interfere with Charterers’ business.
 
Clause 34:
 
Owners are obliged to deliver and keep the vessel, her crew and anything pertaining hereto supplied with up-to-date and complete certificates and approvals enabling the vessel and her crew to carry the cargoes and trade within the trading limits allowed under this Charter Party.
 
Owners warrant that at the date of delivery and throughout the currency of this charter vessel shall be of the description set out in lines 3 through 10 and Clause 29 and undertake that whenever her hull, machinery, and/or equipment is not thoroughly efficient, they will immediately take all necessary steps to put her condition right again.
 
Clause 35:
 
On/Qff-hire Survey
 
Joint bunkers and condition on-hire survey to be held on delivery or at first loading port in Owners’ time by an independent sworn surveyor for both parties to be mutually agreed. Joint bunkers and condition off-hire survey to be held on redelivery in Charterers’ time by an independent sworn surveyor for both parties to be mutually agreed. The expenses for both parties to be equally shared.
 
Clause 36: Off-hire:
 
Duration of Charter Party
 
Charterers have the option of adding any time the vessel is off-hire for longer than 24 hours per occasion for any reasons valid under present Charter Party to the maximum duration as indicated in line 14.
 
Within 7 days after completion of each 6 month period under this Charter Party, Charterers to declare in writing their option to add off-hire time incurred during said period.
 
Should vessel be off-hire for a continuous period of more than 45 days, Charterers have the option of cancelling the charter.
 
Clause 37:
 
Lay-up Clause
 
Charterers to have the privilege of ordering the vessel to be laid up at any time during the period of this Charter Parry at a safe berth or place and in such a manner as mutually agreed upon and acceptable to the vessel’s Hull Underwriters. At the request of Charterers and on their indicating likely lay up position and duration, Owners shall at any time provide an
 
7

 
estimate of the economies which may be possible in the event of the laying up of the vessel. Such estimate shall not however be binding upon Owners. In the event of such laying up, Owners shall take steps to effect all reasonable economies in operating costs including signing off of crew, reduction in the scope of insurance cover (but not on insured values) etc. and to give prompt credit to Charterers in respect of all such economies in the form of a reduction in the hire payable, but only to the extent of the financial savings to Owners (which shall be substantiated to Charterers by a written statement by Owners) as may be actually achieved. Hire shall continue to be paid throughout the period of lay up. All costs and extra costs for putting the vessel in a lay up position and condition, during lay up and on reactivation to be in Charterers’ time and at their expense, such extra costs to include, but not limited to cost of crew repatriation, indemnities payable to the crew, cost of crew rejoining, drydocking and repainting the vessel’s underwater parts etc. Charterers to give sufficient notice (i.e. not less than 30 days) of their intention to lay up the vessel and sufficient notice (i.e. not less than 30 days) of their intention to reactivate her.
 
Owners shall try, but without any responsibility on their part, to make necessary arrangements for decommissioning and recommissioning within the 30 days period.  In the event that the vessel is in laid up condition 45 days before the expiration of this charter, Owners have the option in Charterers’ time and at Charterers’ expense to reactivate / re-commission the vessel or debit Charterers with the estimated cost and time involved.
 
Clause 38:
 
Duration of Drydocking and Repairs
 
No drydocking during this Charter, except for cases of emergency except for scheduled drydock earliest about 24 months and latest about 36 months after delivery from the yard. (Delivered from yard October, 2001).
 
Owners shall give Charterers sufficient notice for drydock arrangement, together with the estimated duration. Owners must respect Charterers’ scheduling and Owners are not to make firm drydocking arrangement without Charterers’ prior consent. Vessel to be off-hire and hire to be suspended from the time vessel deviates from Charterers’ business until vessel is in a proper state for the service and has again been placed at Charterers’ disposal at an equivalent distance position to the point where hire was suspended but such point not to be less favourable to Charterers.
 
During such drydocking / emergency repairs Owners are to keep Charterers closely informed about exact nature and accurate position of repair work for completion of repairs and re-entry into the Charter. Owners to give Charterers not less than 5 days definite notice for re-entering into the Charter.
 
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Clause 39:
 
Interclub Clause:
 
Any liability to third parties for cargo claims shall be borne by Owners/Charterers in accordance with the Interclub NYPE Agreement dated February 20th, 1970, and reprints of May 1984, or any subsequent modification or replacement thereof.
 
The party having paid the claim shall submit same to the other party with supporting documents as soon as possible. Neither party shall between themselves refer to the one year time limit as a defence.
 
Clause 40:
 
House Flag Clause
 
Deleted.
 
Clause 41:
 
Double Banking Clause
 
Charterers have the privilege to double bank the vessel, i.e. may order the vessel alongside other vessels (or vice versa) for loading and/or discharging and/or bunkering, double banking always to be solely at Master’s discretion as regards safety of the crew, vessel and cargo and Master/crew to give every facility/co-operation in line with normal shipping practice. Master also has the right at any time to order vessel to sail if he considers it unsafe for vessel to remain double-banked.
 
In case additional fenders are required for double-banking, same to be provided and paid for by Charterers. If the Master decides to suspend or cease operation due to safety as above vessel is not to be placed off-hire.
 
Clause 42:
 
Stevedore Damage
 
Vessel is guaranteed suitable for grab discharge. Deeptanks, tunnels and all other provisions within vessel’s holds are to be adequately protected against damage by stevedores’ grabs. The Master to obtain repairs from stevedores themselves and will settle matter directly with them, but Charterers are liable to the extent should Master fail to obtain repairs from stevedores. Master to report immediately to Charterers and their agents when damage caused.
 
Furthermore, Master will take care that the party causing damage acknowledges same in writing, failing which Master with Charterers’ agents have to arrange, survey to value estimated amount of damages and time lost, otherwise Charterers cannot be held responsible for damages.
 
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All damages, which are to be repaired by Charterers and which do not refer to fair wear and tear or which are recoverable from third parties and do not affect the ship’s seaworthiness or working capacity, to remain for occasional repairs or when the ship is to dock for Owners’ account so that the Charterers pay the actual cost of repairs but not for the time used, provided time occupied in repairing stevedores’ damages does not exceed time necessary for Owners to carry out their own works/repairs.
 
Clause 43:
 
War Risk Insurance and Crew War Bonus
 
Present war risk insurance and crew war bonus to be for Owners’ account. In the event Charterers employ the vessel in a trade for which there is an additional war risk insurance premium, Charterers to reimburse the Owners such additional premium based on vessel’s insured hull and machinery value at that time, but increase not to exceed what would have been quoted if vessel was covered with Lloyd’s of London. Charterers to pay for such additional premium on receipt of Owners’ invoice accompanied by original vouchers from Underwriters. Any increase in crew war bonus after delivery caused by the trade in which vessel is engaged to be for Charterers’ account.
 
Clause 44:
 
Holds Condition
 
Hold conditions on arrival first loading port after delivery of the vessel, to be ready to receive any permissible cargo under this Charter Party. If vessel fails inspection at first loading port after delivery of the vessel, vessel to be off-hire from the time of rejection until vessel passes such inspection and all extra expenses incurred to be for Owners’ account.
 
Charterers have the option to redeliver the vessel without cleaning the holds, they paying a lumpsum of U.S. $5,000 (Five Thousand Dollars) in lieu of such cleaning (including dunnage removal, if applicable), and Owners to instruct Master to accept redelivery of the vessel without holds being cleaned.
 
Clause 45:
 
Cleaning En Route
 
Intermediate cleaning of holds to be done by crew as far as shore regulations permit, if required by Charterers. Charterers paying U.S.$ 650.00 (Six Hundred and Fifty Dollars) per hold for sweeping / washing or U.S.$ 400.00 (Four Hundred Dollars) per hold for sweeping only except in the case of petcoke, in which case U.S.$ 1,000.00 (One Thousand Dollars). Crew will render their utmost assistance to clean the holds always provided time between discharging port and next loading port is sufficient for crew to perform adequate cleaning and weather permitting, however, vessel/Owners are not responsible for the result. If shore
 
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regulations do not permit crew to carry out hold cleaning, cost of shore labour to be for Charterers’ account.
 
When, however, after the customary cleaning of remaining cargo by vessel’s crew and/or shore labour in application of this Clause, the vessel is refused by competent authorities to load grain, alumina or similar clean bulk cargo owing to loose rust scale and paint chips in cargo compartments, all expenses incurred in preparing her for the intended cargo service to be for Owners’ account and for the time lost she will be considered off-hire.
 
Clause 46:
 
War Cancellation Clause
 
If war or actual hostilities break out between any of the following countries: U.S.A., C.I.S., U.K., France, Germany, Denmark, Japan, China, both Charterers and Owners have the option to cancel this Charter.
 
It is understood that war or actual hostilities means direct war or hostilities between these nations and does not include local hostilities or civil war where any of the above countries, support opposing sides. Charterers and Owners shall not unreasonably take advantage of this Clause in case of a limited local conflict.
 
Clause 47:
 
Stability and Trimming
 
It is understood that no cargo need to be carried in deeptanks in order to ensure vessel’s stability, trim or seaworthiness. Owners guarantee vessel has sufficient stability and safe trim when trading homogeneously loaded to full capacity and deadweight capacity.
 
Vessel is a selftrimming bulk carrier. No additional trimming is required to fill all holds up with coal, ore, grain, phosphate or similar bulk cargoes.
 
Clause 48:
 
Bunker Quality
 
Charterers to supply fuel and diesel oil which must comply with ISO Standard 8217 RME25 (1996E), or better quantity for the vessel’s engines and ‘ISO 8217 DMB (1996E)’ or better quality for the vessel’s engines, or any amendments thereof. All values estimated in the ISO 8217 Specification to be considered as maximum allowable values. Charterers shall only supply suitable fuels as per Specifications.
 
Charterers to supply fuels to be mineral based products of stable and homogenous nature, and shall not contain waste lubricants, tar oil, inorganic acids, nuclear waste, chemicals or any other harmful substances. Sludge removal, to be effected during loading and/or discharging
 
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operations in Charterers’ time but Owners’ account, provided bunkers delivered by Charterers are found to be in compliance with bunker specification in line with vessel’s description.
 
If bunkers supplied does not conform with the mutually agreed specification(s) or otherwise prove unsuitable for burning in the vessel’s engines or auxiliaries, the Owners shall not be held responsible for any reduction in the vessel’s speed performance and/or increased bunker consumption, nor for any time lost and any other consequences.
 
Clause 49:
 
Notice of Delivery
 
Owners to give Charterers 7 days approximate and 5/3/1 day(s) definite notice of delivery.
 
Clause 50:
 
Deviation
 
A)                                    Should the vessel be put into any port other than those instructed by the Charterers by reason of accident or breakdown or, for the purpose of landing any injured or sick officer, the Master or members of the crew, the port charges, pilotages, bunker consumption and other expenses, including loss of time, shall be borne by Owners, also should the vessel be put back whilst on voyage by any of the above mentioned reasons, the hire shall be suspended from the time of her putting back until she is again in the same or equidistant position and the voyage resumed therefrom.
 
B)                                    Vessel has liberty to deviate for the purpose of saving life and/or property and to tow and assist vessels in distress. Such operation not to be deemed to be a diversion under this Charter Party, but all salvage contribution thus payable to vessel to be equally divided with Charterers after proper deduction of expenses, if any (including Captain and crew’s share), incurred in this respect.
 
Clause 51:
 
Boycott and Arrest of Vessel.
 
Should the vessel be arrested during the currency of this Charter Parry at the suit of any person having or purporting to have claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel is under arrest, provided under the terms of this Charter Party such claims are not Charterers’ liability. In the event of the vessel being subjected to boycott, being delayed or rendered inoperative by strikes, blacklisting, labour stoppages or any other difficulties arising from vessel’s flag, ownership, crew or terms of employment of crew of chartered vessel or any other vessel under the same ownership, operation or control, such time lost is to be considered as off-hire and all expenses incurred thereby, including fuel/diesel consumed during such periods, to be for Owners’ account.
 
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Clause 52:
 
L.T.F.
 
Officers and crew to be employed under an agreement recognised by the I.T.F. and all time lost/expenses incurred as a result of an action taken by the I.T.F. or any of it’s affiliated unions against the vessel or Owners to be for Owners’ account and vessel to be considered off-hire.
 
Clause 53:
 
Quarantine
 
The vessel to be in possession of necessary certificates to comply with safety and health regulations and all current requirements at all ports of call under this Charter Party. Normal quarantine time and expenses to enter ports to be for Charterers’ account, but any time of detention and expenses for quarantine due to pestilence, illness etc. of the vessel’s Master, officers and crew to be for Owners’ account, as long as the vessel remains within her trading limits under the present Charter Party.
 
Clause 54:
 
Smuggling
 
Charterers to be responsible for any fines whatsoever imposed in the event of smuggling by Charterers’ employees, but Owners to be responsible for any such acts of their own officers and/or crew. Charterers to remain responsible for detention of the vessel due to smuggling committed by Charterers employees only.
 
Clause 55:
 
Crew Onboard.
 
At loading and discharging port(s) any time lost by the vessel for the reason of not all the crew being onboard when the vessel is ready to sail to be for Owners’ account, as well as expenses deriving therefrom.
 
Clause 56:
 
Overtime.
 
Officers’ and crew’s overtime, as included in vessel’s hire, to include amongst operations usually performed by the crew the following services unless prohibited by shore regulations whether occurring during straight time or overtime:
 
A)                                   Opening and/or closing of hatches in preparation of loading and/or discharging operations.
 
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B)                                     Assistance during docking and undocking, shifting and bunkering operations.
 
C)                                     Shaping up hatches as much as possible, weather permitting, prior to arrival at loading and/or discharging port and/or docks and/or places so that loading and/or discharging operations can commence immediately.
 
D)                                    Supervising during loading and discharging.
 
E)                                      Watchmen in holds during loading and discharging.
 
Vessel to work day and night without Charterers’ special request.
 
Clause 57:
 
Watchmen
 
Watchmen for gangway ordered by vessel to be for Owners’ account, but if same compulsory by port regulations same to be for Charterers account. Watchmen for cargo always to be for Charterers’ account.
 
Clause 58:
 
Deleted.
 
Clause 59:
 
Deleted.
 
Clause 60:
 
Representation and Communication Expenses
 
Further to Clause 10, Charterers will remit Owners a lumpsum of U.S. $1,250.00 (One Thousand Two Hundred and Fifty Dollars) monthly or pro rata for all victualling as per lines 84/85. This lumpsum also covers the cost of cigarettes, drinks, petty expenses etc. incurred by Master, as well as the cost of radio telegrams, telex and fax communication and phone calls made by Master on behalf of Charterers or their agents in direct performance of this Charter Party.
 
Clause 61:
 
U.S. Regulations
 
If the vessel calls at any U.S. port for purposes of loading or discharging cargo, vessel’s equipment shall comply with regulations established by U.S. Public Law 85-742 Part 9 (Safety and Health Regulations for Longshoring). If longshoremen are not permitted to work
 
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due to failure of the Master and/or Owners’ agents to comply with the aforementioned regulations, any delay resulting therefrom, and any stevedore standby time and other expenses involved, shall be for Owners’ account.
 
Clause 62:
 
Arbitration
 
All disputes arising out of this contract shall be arbitrated at London and, unless the parties agree forthwith on a single Arbitrator, be referred to the final arbitrament of two Arbitrators carrying on business in London who shall be members of the Baltic Mercantile & Shipping Exchange and engaged in shipping, one to be appointed by each of the parties, with power to such Arbitrators to appoint an Umpire. No award shall be questioned or invalidated on the ground that any of the Arbitrators is not qualified as above unless objection to his action be taken before the award is made. Any dispute arising hereunder shall be governed by English law.
 
For disputes where the total amount claimed by either party does not exceed U.S. $50,000 (Fifty Thousand Dollars) the arbitration shall be conducted in accordance with the Small Claims Procedure of the London Maritime Arbitrator’s Association.
 
If either of the appointed Arbitrators refuse to act, or is incapable of acting, or dies, the party who appointed him may appoint a new Arbitrator in his place. If one party fails to appoint an Arbitrator, either originally or by way of substitution as aforesaid, for thirty clear days after the other party having appointed his Arbitrator has served the party making default with notice to make the appointment, the party who has appointed an Arbitrator may appoint that Arbitrator to act as sole Arbitrator in the reference, and his award shall be binding upon both parties as if he has been appointed by consent.
 
Clause 63:
 
Insurance
 
A)                                   Owners guarantee that vessel is entered and shall remain for the duration of this Charter Party in a Protection and Indemnity Association, which is a member of the International Group of P. & I. Clubs.
 
Owners’ P. & I. Club is: SKULD
 
B)                                     Any additional insurance on vessel and/or cargo levied by reason of the vessel’s flag, ownership, class or condition to be borne by Owners.
 
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Clause 64:
 
Classification
 
Owners engage themselves to maintain vessel classed 100 AI Lloyd’s Register or equivalent during the currency of this charter. Owners guarantee that the vessel will be insured on a basis, which in respect of collision liability gives protection that is considered to embrace at least as much as the Running Down Clause with 3/4 with Hull and Machinery Underwriter and 1/4 with P. & I. Club.
 
Clause 65:
 
Bill(s) of Lading
 
Charterers or their agents are authorised to issue and sign Bill(s) of Lading on Charterers’ usual form on Owners’ and Master’s behalf for cargo as presented. Charterers shall indemnify Owners from all consequences of non-conformity of Bill(s) of Lading signed with Mate’s receipts.
 
In the event that the original Bill(s) of Lading are not available at the destination when the vessel is ready to discharge, Owners, at the request of Charterers, agree to release the cargo without presentation of the original Bill(s) of Lading provided that, prior to delivery of the cargo, Charterers have arranged to have submitted to the Owners a Letter of Indemnity as per Owners’ P. and I. Club’s form, as attached herewith or any amendments thereto made by Owners’ P. and I. Club, signed by Charterers, first on fax prior to commencement of discharging together with a legible copy of relevant Bill(s) of Lading and the original Letter to be couriered to Owners immediately, agreeing to fully indemnify and hold Owners and/or the vessel and/or the Master and/or agents harmless against any consequences resulting from the vessel releasing the cargo without presentation of the original Bill(s) of Lading and also to remain fully responsible for all damages and/or consequences that may arise out of the release of the cargo as above stated.
 
Clause 66:
 
Grain Regulations
 
A)                                   The Owners guarantee that the vessel is a selftrimming bulk carrier allowed to load grain or grain products without shifting boards or other fittings for grain. Any expenses resulting from breach of this warranty to be for Owners’ account.
 
B)                                     For the carriage of grain in bulk vessel to have onboard at any time of this charter period valid documents and certificates issued by a recognised Classification Society and certified by National Cargo Bureau.
 
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Clause 67:
 
Panama and Suez
 
Vessel is fitted for and has necessary equipment and certificates onboard to transit Panama Canal (and not restricted due to her loadline or bilge radius), and Suez Canal.
 
Clause 68:
 
Pollution
 
FINANCIAL RESPONSIBILITY IN RESPECT OF POLLUTION (ALL SHIPS OTHER THAN SELF-PROPELLED TANK VESSELS AND NON-SELF PROPELLED TANK VESSELS CARRYING MORE THAN 2,000 TONS OF PERSISTENT OIL IN BULK AS CARGO)
 
(1)                                   Owners warrant that throughout the currency of this charter they will provide the vessel with the following certificates:
 
Certificates issued pursuant to Section 1016 (a) of the Oil Pollution Act 1990, and Section 108 (a) of the Comprehensive Environmental Response, Compensation and Liability Act 1980, as amended in accordance with Part 138 of Coast Guard
 
Regulations 33 CFR, so long as these can be obtained by the Owners from or by SIGCO.
 
(2)                                   Notwithstanding anything whether printed or typed herein to the contrary:
 
A)                                   save as required for compliance with paragraph (1) hereof, Owners shall not be required to establish or maintain financial, security or responsibility in respect of oil or other pollution damage to enable the vessel lawfully to enter, remain in or leave any port, place, territorial or contiguous waters of any country, state or territory in performance of this charter.
 
B)                                     Charterers shall indemnify Owners and hold them harmless in respect of any loss, damage, liability or expense (including but not limited to the cost of any delay incurred by the vessel as a result of any failure by the Charterers promptly to give alternative voyage orders) whatsoever and howsoever arising which Owners may sustain by reason of any requirement to establish or maintain financial security or responsibility in order to enter, remain in or leave any port, place or waters, other than to the extent provided in paragraph (1) hereof.
 
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C)             Owners shall not be liable for any loss, damage, liability or expense whatsoever and howsoever arising which Charterers and/or the holders of any Bill of Lading issued pursuant to this Charter may sustain by reason of any requirement to establish or maintain financial security or responsibility in order to enter, remain in or leave any port, place or waters, other than to the extent provided in paragraph (1) hereof.
 
(3)            Charterers to exercise best efforts to ensure that the terms of this Clause will be incorporated effectively into any Bill of Lading issued pursuant to this Charter.
 
Clause 69:
 
Drug and Alcohol Policy
 
Owners warrant that they have a policy on drug and alcohol abuse (“Policy”) applicable to the vessel which meets or exceeds the standards in the Oil Companies International Marine Forum Guidelines for the Control of Drugs and Alcohol Onboard Ship. Under the Policy, alcohol impairment shall be confined as a blood alcohol content of 40 mg/100 ml or greater.
 
The appropriate seafarers to be tested shall be all vessel officers and the drug/alcohol testing and screening shall include unannounced testing in addition to routine medical examinations. An objective of the Policy should be that the frequency of the unannounced testing be adequate to act as an effective abuse deterrent, and that all officers be tested at least once a year through a combined program of unannounced testing and routine medical examinations. Owners further warrant that the Policy will remain in effect during the currency of this charter and that Owners shall exercise due diligence to ensure that the Policy is complied with. It is understood that an actual impairment or any test finding of impairment shall not in and of itself mean that the Owners have failed to exercise due diligence.
 
Clause 70:
 
Stowaways
 
A.                                    1.              The Charterers warrant to exercise due care and diligence in preventing stowaways in gaining access to the vessel by means of secreting away in the goods and/or containers shipped by the Charterers.
 
2                                           If, despite the exercise of due care and diligence by the Charterers, stowaways have gained access to the vessel by means of secreting away in the goods and/or containers shipped by the Charterers, this shall amount to breach of charter for the consequences of which the Charterers shall be liable and shall hold the Owners harmless and shall keep them indemnified against all claims whatsoever which may arise and be made against them. Furthermore, all time lost and all expenses whatsoever and howsoever incurred, including fines, shall be for the Charterers’ account and the vessel shall remain on hire.
 
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3.                                        Should the vessel be arrested as a result of the Charterers’ breach of charter according to sub-clause (a) 1. above, the Charterers shall take all reasonable steps to secure that, within a reasonable time, the vessel is released and at their expense put up bail to secure release the vessel.
 
B.                                      1.                                        If, despite the exercise of due care and diligence by the Owners, stowaways have gained access to the vessel by means other than secreting away in the goods and/or containers shipped by the Charterers, all time lost and all expenses whatsoever and howsoever incurred, including fines, shall be for the Owners’ account and the vessel shall be off-hire.
 
2.                                        Should the vessel be arrested as a result of stowaways having gained access to the vessel by means other than secreting away in the goods and/or containers shipped by the Charterers, the Owners shall take all reasonable steps to secure that, within a reasonable time, the vessel is released and at their expense put up bail to secure release of the vessel.
 
Clause 71:
 
Weather Routing
 
Charterers have the right to appoint Ocean routes or a similar weather routing service to monitor vessel’s performance during sea passages. Owners will request Master to co-operate with the appointed weather routing service and follow their recommendations as, far as practical. Weather reports to be taken from vessel’s deck log and/or Ocean Routes or similar weather routing service if so elected by Charterers. In the event of consistent discrepancies between the two sources the above weather service to be taken as final.
 
Clause 72:
 
New Both-to-Blame Collision Clause, New Jason Clause and Chamber of Shipping War Risk Clauses 1 and 2 as attached, to be included in this Charter Party, and all Bill(s) of Lading shall be subject to said clauses.
 
The U.S.A/Canadian Clauses Paramount as applicable, or the Hague Rules as enacted in countries other than the U.S.A. and Canada, as applicable, to be incorporated in all Bill(s) of Lading.
 
Clause 73:
 
This Charter Party to be governed by and construed in accordance with English law.
 
Clause 74:
 
Delivery and redelivery times are understood to be GMT. Laydays/cancelling to be local time.
 
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Clause 75:
 
Deleted.
 
Clause 76:
 
Deleted.
 
Clause 77:
 
Deleted.
 
Clause 78:
 
Mobile Crane Clause applicable only for discharge grain in Taiwan
 
Charterers have the liberty to place mobile cranes on deck provided all costs, time and risk to be for Charterers’ account, and provided sufficient dunnage (as may be required by the Master) is placed underneath the cranes to spread both the static weight and dynamic weight and in any case the static weight and dynamic weight are not to exceed permissible weight per square meter on deck.
 
Should any cutting or welding or reinforcement be necessary on vessel’s hatches to accommodate the placement of such cranes, then Owners’ prior approval shall be required and all expenses, time and risk of such work to be for Charterers’ account, and such work always to be carried out subject to vessel’s classification society surveyor’s approval and also subject to port authorities’ regulations. Charterers will be fully responsible for any and all damage, time, expenses and costs including but not limited to all burn areas of paint on deck and underneath which are to be reconditioned to the original state and that all operations to be under the Master’s / Officer’s supervision and the Master’s and classification society’s satisfaction.
 
It is understood that before the Owners and/or the Master will give any required approval, each will be furnished by Charterers, sufficiently in advance of the time their approval is required, with all information they may request from Charterers in order to make a decision.
 
Clause 79:
 
Artificial Separation:
 
Charterers may use artificial plastic separations or similar in holds to facilitate the loading of different grades of cargo, however, Owners or Master shall not be responsible for any commingling of different grades of cargo notwithstanding any cause of commingling of grades. Also Owners shall not be responsible for shortage of individual grades on discharge. Charterers shall indemnify Owners and hold Owners harmless in respect of any liability grades of cargo in one hold.
 
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Clause 80
 
BIMCO Standard ISM Clause – For Voyage and Time Charter Parties
 
From the date of coming into force of the International Safety Management (I.S.M.) Code in relation to the vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the vessel and “the Company” (as defined by the I.S.M. Code) shall comply with the requirements of the I.S.M. Code.
 
Upon request the Owners shall provide a copy of the relevant Document of Compliance (D.O.C.) and Safety Management Certificate (S.M.C.) to the Charterers.
 
Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the I.S.M. Code shall be for the Owners’ account.
 
Clause 81:
 
Deleted.
 
Clause 82:
 
Owners Matters in Port:
 
Charterers’ Agents are available to perform the following services to Owners – Cash advances to Master by Owners, crew mail, arranging fresh water supplies, minor medical attendance. These services to be provided at actual cost and no agency fee applicable but Owners to settle with Agents and to be ultimately responsible for settling same.
 
For sake of clarity, this Clause will remove the necessity for Charterers to make deductions for estimated Owner’s expenses in port as Owners will settle same directly.
 
Clause 83:
 
Owners confirm vessel has Dual Deadweight Certificate of maximum 69,999 long tons which is available to Charterers without cost.
 
Clause 84:
 
Split Bill(s) of Lading:
 
Charterers and/or agents may allow to split the original Bill(s) of Lading quantity into smaller parcels by the way of delivery orders provided that Charterers must conform with following provisions and obtain Owners’ prior written permission at each occasion.
 
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1.                                        Charterers shall collect the full set of the issued original Bill(s) of Lading i.e. 3 (three) of each original Bill(s) of Lading (if issued in 3 (three) Originals) and only after they have collected the full set, they then split the original Bill(s) of Lading quantity into smaller parcels by the way of delivery orders.
 
2.                                        The delivery orders must provide for the exact same terms and conditions as the original Bill(s) of Lading and the total quantity of The delivery orders must match the quantity of the original Bill(s) of Lading. The delivery orders shall not prejudice the shipowner’s rights under The Bill(s) of Lading. Charterers to hold Owners fully harmless for and against any consequences, liabilities and/or costs arising out of the Issue ship delivery orders.
 
3.                                        Prior to commencement of discharge of the cargo, the full set of the original Bill(s) of Lading shall be handed to the Master or Owners. The original delivery orders must be presented to the Master enabling him to check the quantity, the terms and conditions thereof.
 
4.                                        Discharging cargoes must commence after the Master has confirmed that the original delivery orders are in order and have been issued in compliance with the terms and conditions under this clause. On presentation of one original delivery order all other originals to stand “void”.
 
5.                                        Charterers shall keep both Owners and Master fully informed of any development in order to avoid any trouble from.
 
6.                                        All delivery orders issued pursuant to this clause shall, without prejudice to the generally of the above, include the following Clauses:
 
A)                                   The Chamber of Shipping Voyage Charter Clause Paramount 1958 amended to include the words “and/or delivery order” after the words “Bill of Lading” appearing in lines 12 and 16 thereof.
 
B)                                     This shipment was loaded on board the vessel as part of one original lot of                (enter description of cargo) of which                (enter quantity) was loaded at                (enter name of load port) and                (enter quantity) was loaded at                (enter second load port) with no segregation as to parcels. The vessel undertakes to delivery only that proportion of cargo actually loaded which is represented by the percentage that the total amount specified in the delivery orders bears to the total of undivided bulk delivered at destination. Neither the vessel nor the Owner assumes any responsibility for the separation of the undivided bulk at the port of delivery.
 
Clause 85:
 
Deleted
 
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Clause 86:
 
For the duration of this Charter Party, Owners guarantee to have a valid dual DWT Certificate of maximum 70,000 LTDWT which to be available for use by Charterers free of expense.
 
Clause 87
 
BHPBilliton Set-Off Clause
 
Following a default by either party hereunder (the “Defaulting Party”) the other party (the “Non-Defaulting Party”) shall be entitled, at its option, to set-off any amounts believed in good faith and on reasonable grounds by the Non-Defaulting Party to be payable (whether at such time or in the future or upon the occurrence of a contingency) by the Defaulting Party to the Non-Defaulting Party (whether under this Charter Party or otherwise), against any amounts believed in good faith and on reasonable grounds by the Non-Defaulting Party to be payable (whether at such time or in the future or upon the occurrence of a contingency) by the Non-Defaulting Party to the Defaulting Party (whether under this Charter Party or otherwise), irrespective of the currency, place of payment or booking office of either party’s obligations and the parties respective obligations shall be discharged promptly and in all respects to the extent they are so set-off. The Non-Defaulting Party will give 3 (three) days prior notice to the Defaulting Party of any intended set-off to be effected under this provision. For this purpose, any such amount payable by one party to the other (or the relevant portion of such amount) may be converted by the Non-Defaulting Party, acting in good faith and in a commercially reasonable manner, into such currency as may reasonably be required in order to effect such set-off at an exchange rate determined by the Non-Defaulting Party acting in good faith and in a commercially reasonable manner. If an obligation is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. The right of the Non-Defaulting Party under this provision shall apply without prejudice to Clause 71 or any other right of set-off which it may have whether by agreement, operation of law or otherwise. Nothing in this provision shall be effective to create a charge or other security interest.
 
Clause 88
 
Charterers or their appointed representatives have the right to inspect the vessel at any time during this Charter. Owners/Master/crew to co-operate fully with any such inspection.
 
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NEW BOTH TO BLAME COLLISION CLAUSE
 
If the liability for any collision in which the vessel is involved while performing this Charter Party fails to be determined in accordance with the laws of the United States of America, the following Clause shall apply:-
 
BOTH TO BLAME COLLISION CLAUSE
 
“If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the Carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of said goods and set off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim against the carrying vessel or Carrier.
 
The foregoing provisions shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.”
 
The Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.
 
NEW JASON CLAUSE
 
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, shippers, consignees or Owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods.
 
If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.
 
The Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.
 
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WAR RISK CLAUSES
 
“(1) No Bills of Lading to be signed for any blockaded port and if the port of discharge be declared blockaded after Bills of Lading have been signed, or if the port to which the ship has been ordered to discharge either on signing Bills of Lading or thereafter be one to which the ship is or shall be prohibited from going by the Government of the Nation under whose flag the ship sails or by any other Government, the owners shall discharge the cargo at any other port covered by this Charter Party as ordered by the Charterers (provided such other port is not a blockaded or prohibited port as above mentioned) and shall be entitled to freight as if the ship had discharged at the port or ports of discharge to which she was originally ordered”.
 
“(2) The Ship shall have liberty to comply with any orders or directions, as to departure, arrival, routes, ports of call, stoppages, destinations, delivery or otherwise howsoever given by the Government of the Nation under whose flag the vessel sails or any department thereof, or by any other Government or any department thereof, or any person acting or purporting to act with the authority of such Government or of any department thereof, or by any committee or person having, under the terms of the War Risks Insurance on the ship, the right to give such orders or directions and if by reason of and in compliance with any such orders or directions anything is doe or is not done, the same shall not be deemed a deviation, and delivery in accordance with such orders or directions shall be a fulfilment of the contract voyage and the freight shall be payable accordingly”.
 
The Charterers shall procure that all Bill(s) of Lading issued under this Charter Party shall contain the same Clause.
 
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INT. GROUP A
 
STANDARD FROM LETTER OF INDEMNITY TO BE GIVEN IN RETURN FOR DELIVERING CARGO WITHOUT PRODUCTION OF THE ORIGINAL BILL OF LADING

TO:	 	(insert name of Owners)	(insert date)	
 	 	To the Owners of the (insert name of ship)	 	
 
DEAR SIRS,

SHIP	 	: (insert name of ship)	
 	 	 	
VOYAGE	 	: (insert load/discharge port as stated in Bills of Lading)	
 	 	 	
CARGO	 	 	: (insert description of cargo)	
 
BILL(S) OF LADING: (insert identification number, date, place of issue)
 
The above cargo was shipped on the above ship by [insert name of shipper] and consigned to [insert name of consignee or to whose order the Bill of Lading is made out, as appropriate] for delivery at the port of [insert name of discharge port stated in the Bill of Lading] but the Bills of Lading have not arrived and we, [insert name of party requesting delivery], hereby request you to give delivery of the said cargo to [insert name of party to whom delivery is to be made] without production of the original Bill(s) of Lading.
 
In consideration of your complying with our above request, we hereby agree as follows:
 
1.                                        To indemnify you, your servants and agents and to hold all of you harmless in respect of any liability, loss, damage or expenses of whatsoever nature which you may sustain by reason of delivering the cargo in accordance with our request.
 
2.                                        In the event of any proceedings being commenced against you or any of your servants or agents in connection with the delivery of the cargo as aforesaid to provide you or them on demand with sufficient funds to defend the same.
 
3.                                        If, in connection with the delivery of the cargo as aforesaid, the ship or any other ship or property in the same or associated Ownership, Management or control, should be arrested or detained or should the arrest or detention thereof be threatened, or should there be any interference in the use or trading of the vessel (whether by virtue of a caveat being entered on the ship’s registry or otherwise howsoever), to provide on demand such bail or other security as may be required to prevent such arrest or detention or to secure the release of such ship or property or to remove such interference and to indemnify you in respect of any liability, loss, damage or expense caused by such arrest or detention or threatened arrest or detention or such
 
26

 
interference , whether or not such arrest or detention or threatened arrest or detention or such interference may be justified.
 
4.                                        If the place at which we have asked you to make delivery is a bulk liquid or gas terminal or facility, or another ship, lighter or barge, then delivery to such terminal, facility, ship, lighter or barge shall be deemed to be delivery to the party to whom we have requested you to make such delivery.
 
5.                                       As soon as all original Bills of Lading for the above cargo shall have come into our possession to deliver the same to you, or otherwise to cause all original Bill(s) of Lading to be delivered to you, whereupon our liability hereunder shall cease.
 
6.                                        The liability of each and every person under this indemnity shall be joint and several and shall not be conditional upon your proceeding first against any person, whether or not such person is party to or liable under this indemnity.
 
7.                                        This indemnity shall be governed by and construed in accordance with English Law and each and every person liable under this indemnity shall at your request submit to the jurisdiction of the High Court of Justice of England.

Yours faithfully	
 	
For and on behalf of	
[insert name of requestor]	

Signature	
 
27

 

	[SEAL]	
 
VETTING-QUESTIONNAIRE CAPE & PANAMAX
 
Time Period - Charter
 
This questionnaire comprises 5 pages. It is to be completed and signed by a ‘responsible’ person familiar with the vessel, usually a representative of vessels Technical Manager as indicated in Q2 of this questionnaire. Submission of completed and signed questionnaire and copies of requested documents is essential prior to a formal decision on the vessel.

1:	Current Vessel Name	:	GENCO VIGOUR	Ex Name: 	TOP VIGOUR	
 	 	 	 	 	
 	IMO Number	:	463676380	Flag: 	HONG KONG	
 	 	 	 	 	 	
2:	Technical Manager Name and Head office address:	
 	 	
 	TOP GLORY SHIPPING & CO., LTD	
 	27 FLOOR, TOP GLORY TOWER,	
 	262, GLOUCESTER ROAD, CAUSEWAY BAY	
 	HONG KONG	
 	 	
3:	Please STATE DATES (dd/mmm/yyyy) for the following:	 	
 	 	 	
 	1.	 	Date of last dry dock	13-APR-04	
 	2.	 	Date of last special survey	31-OCT-04	
 	 	 	
4:	Please ANSWER YES OR NO to the following questions	 	
 	 	 	
 	1.	 	Does the vessel currently have any Condition[s] of Class? If “Yes” please attach details of conditions	NO	
 	 	 	 	 	
 	2.	 	Has the vessel been detained by Port State Control Authority in last 12 months? If “Yes” please attach Detention Report copy and details of deficiencies rectified	NO	
 	 	 	 	 	
5:	Please ATTACH COPIES for the following documents:	 	

 	 	CERTIFICATE
EXPIRY DATE	 	PAGES
ATTACHED	 	v
Box	 	
1.	 	ISS Certificate	 	21 APR 09	 	ONE	 	 	 	
2.	 	Certificate of Class	 	31 OCT 09	 	ONE	 	 	 	
3.	 	Document of Compliance	 	24 SEPT 07	 	ONE	 	 	 	
4.	 	Safety Management Certificate	 	21 APR 09	 	ONE	 	 	 	
5.	 	Latest Port State Control Inspection Report	 	XXXXXXXX	 	ONE	 	 	 	

6:	Please answer the following questions in relation to the Vessel Security Plan:	 	
 
1

 

The Security Level at which the ship is currently operating	LEVEL ONE	

1:           Vessel Particulars	 	 	 	 	 	 	

1.1	 	Call Sign:	 	 	 	Telex/Fax:	 	 	
 	 	 	 	 	 	 	 	 	
1.2	 	Inmarsat Numbers:	 	 	 	Email: gvg@teship.amosconnect.com	
 	 	 	 	 	 	 	 	 	
1.3	 	TPC	 	ABOUT 65.66	 	 	 	 	
1.4	 	Hatch Dimensions in main deck [m]:	 	(1)  15.88 m (A)
L 16.74 m   W 12.00 m(F)	 	(2)
L 22.32 m	W 15.88 m	 	(3)
L 16.74 m	W 15.88 m	
 	 	 	 	 	 	 	 	 	
 	 	 	 	(4)
L 16.74 m	W 15.88 m	 	(5)
L 22.32 m	W 15.88m	 	(6)
L 16.74 m	W 15.88 m	
 	 	 	 	 	 	 	 	 	
 	 	 	 	(7)
L	W	 	(8)
L	W	 	(9)
L	W	
1.5	 	Vessel Ballast Hold [s]:	 	Sea: No. 4 HOLD	 	Port: No. 4 HOLD	 	 	
 	 	 	 	 	 	 	 	 	
1.6	 	Total Grain capacity [m3]:	 	85,927 m 3	 	 	 	 	
 	 	 	 	 	 	 	 	 	
1.7	 	Grain Capacity [m3] for each hold including hatch coamings:	 	(1) 12,073	 	(2) 16,730	 	(3) 14,085	
			 	 	 	 	 	 	
			 	(4) 13,587	 	(5) 16,534	 	(6) 12,918	
			 	 	 	 	 	 	
			 	(7)	 	(8)	 	(9)	
 	 	 	 	 	 	 	 	 	
1.8	 	Total DWT Capacity [mt]:	 	SUMMER DEADWEIGHT 73,941	
 	 	 	 	 	
1.9	 	Capacity [mt] for each hold.	 	(1)	 	 	(2)	 	 	(3)	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	(4)	 	 	(5)	 	 	(6)	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	(7)	 	 	(8)	 	 	(9)	 	
 	 	 	 	 	 	 	 	 	 	 	 	
1.10	 	Type of Hatch covers:	 	SIDE ROLLING	
 	 	 	 	 	
1.11	 	Airdraft [m] - waterline to top of hatch coaming:	 	Light Ballast: ABT 16.00 m	 	Full Ballast: ABOUT 13.5 m	
 	 	 	 	 	 	 	
1.12	 	Ballast Rate (mt/hour)	 	Load: 700/HR	 	Discharge: 700/HR	

2

 
2:                General

 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	Yes	 	No	 	N/A	
2.1	 	Can vessel exchange ballast water at sea ?	 	ý	 	 	 	 	
 	 	 	 	 	 	 	 	 	
2.2	 	Is the vessel on T/C to you? If YES, indicate since when and from whom.	
 	 	NO	
 	 	 	
2.3	 	Has the vessel traded to Australia in last 6 months? If YES, list name(s) of Australian port(s) last called and date   YES	
 	 	NEW CASTLE	29-DEC-04	
 	 	PORT HEDLAND	23-NOV-04	
 	 	PORT HEDLAND	10-OCT-04	
 	 	GERALDTON	6-JUL-04	
 	 	 	
2.4	 	Has the vessel traded CIS Pacific Ports? If YES, list when and where.	 	 	 	 	 	 	
 	 	NO	
 	 	 	
2.5	 	Please provide the full itinerary up to expected time of delivery/arrival load port:	 	 	 	 	 	 	
 	 	 	
 	 	 	 	 	 	Yes	 	No	 	N/A	
2.6	 	Is the vessel suitable for Sollac - Dunkirk East Terminal?	 	 	 	 	 	 	
2.7	 	Is the vessel suitable for British Steel - Redcar Terminal?	 	 	 	 	 	 	
2.8	 	Can vessel be described as self trimming?	 	ý	 	 	 	 	

3:                For Time Charter Vessels only :

3.1	 	Bunker capacity: @ 100%:	 	HFO [tonnes]: 2190.5 M 3	 	MDO [tonnes]: 111.8 M 3	
 	 	 	
3.2	 	Freshwater capacity: 387.9 M 3	 	Constant: ABOUT 300 MT	
 	 	 	 	 	 	 	 	 	 	 	
3.3	 	Speed [Knots]	 	Laden:	AS PER C/P	 	Ballast:	AS PER C/P	
 	 	 	 	 	 	 	
3.4	 	Consumption at sea [mt/day]	 	Laden:	HFO:	AS PER C/P	 	Ballast:	HFO:	AS PER C/P	
 	 		 		 		 		 		
 	 		 		MDO:		 		MDO:		
 	 	 	 	 	 	 	
3.5	 	Consumption in port [mt/day]	 	Idle:	HFO:	AS PER C/P	 	Working:	HFO:	AS PER C/P	
 	 		 		 		 		 		
 	 		 		MDO:		 		MDO:		
 	 	 	 	 	 	 	
3.6	 	Bunker specification [cst] and state standard of fuel specification	 	HFO:	AS PER C/P	 	MDO:	AS PER C/P	

3

 
4:                  Banking Details

4.1	 	Beneficiary (Account Name)	 	 	 	 	
 	 	 	 	 	 	 	
4.2	 	Account Number:	 	Beneficiary Bank:	 	 	
 	 	 	 	 	 	 	
4.3	 	Chips UID (USD Payments only):	 	 	 	 	
 	 	 	 	 	 	 	
4.4	 	Address:	 	 	 	 	
 	 	 	 	 	 	 	
4.5	 	Fedwire No:	 	 	 	 	
 	 	 	 	 	 	 	
 	 	Following [6.6, 6.7, 6.8 below] is required if Beneficiary Bank is located outside of country of currency :	
 	 	 	 	 	 	 	
4.6	 	Correspondent Bank in the USA of the Beneficiary Bank:	
 	 	 	
4.7	 	Account Number:	
 
5:                Insurance Details

5.1	 	P & I Club
[Full style address and contact numbers] :	 	SKULD
WEBSITE: www.skuld.com	
 	 	 	 	 	
5.2	 	Hull Insurance Company
[Full style address and contact numbers] :	 	GERLING - KONZERN ALLEGEMEINE OSLO THROUGH LEEDS & LEEDS CO., INC.	
 	 	 	 	 	
5.3	 	Hull Insured value [USD]:	 	USD 37 MILLION.	
 
6:                 Please provide contact details in case of emergencies for Owners/Ship Manager Representative[s] (for Time Charter vessels only)

 	 	Contact person [s]	 	Phone No [all	 	Facsimile No [all	
Company Type:	 	Name & Title	 	hours]:	 	hours]:	
 	 	 	 	 	 	 	
Head Owner:	 	 	 	 	 	 	
 	 	 	 	 	 	 	
Ship Operator/Manager	 	EDDIE LAU
OPERATIONS MANAGER	 	852-91910232	 	852-28330683	
 
4

 
7:                Please list details of the last 6 voyages

Ports of Call	 	 	 	 	 	 	 	
From:	 	To:	 	Cargo	 	Charterer	 	Voyage Dates	 	
NEWCASTLE	 	KAOHSING	 	COAL	 	CHINA STEEL	 	 	 	
PORT HEDLAND	 	ZHANJIANG	 	IRON ORE	 	DAEBO SEOUL	 	23 NOV - 15 DEC 04	 	
QINHUANGDAO	 	SUAL	 	COAL	 	CHANGBAI	 	29 OCT - 16 NOV 04	 	
PORT HEDLAND	 	QINHUANGDAO	 	IRON ORE	 	COSBUCK	 	10 OCT - 29 OCT 04	 	
PULAU LAUT	 	HONG KONG	 	COAL	 	SINOCHART	 	7 SEPT - 2 OCT 04	 	
SATUI	 	HONG KONG	 	COAL	 	SINOCHART	 	2 AUG - 24 AUG 04	 	
 
8:                Trading Certificates
 
Please attach a list detailing the expiry dates of the vessel’s current trading cerficates.

Name:	EDDIE LAU	 	Designation:	MANAGER - OPERATIONS	 	
 	 	
Company:	TOP GLORY SHIPPING CO., LTD.	 	
 	 	
Signature:	/s/ EDDIE LAU	 	Date:	11 - JAN - 05	 	

5

 
Exhibit 10.9

	 	Time Charter	 	[SEAL]	
 
GOVERNMENT FORM
Approved by the New York Produce Exchange
 November 6th, 1913 - Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946
 
This Charter Party , made and concluded in London                                                30th day of November, 2004        19        Between GENCO EXPLORER LIMITED, MARSHALL ISLANDS                                                                      Owners of the good Hong Kong                  Steamship /Motorship “TOP EXPLORER” to be renamed “GENCO EXPLORER”   of                         of 18,036                 tons gross register, and 10,227              tons net register, having engines of                      indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classed A.B.S. at                               of about 39,152                    cubic metres grain feet bale capacity, and about 29,952 metric           tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship’s deadweight capacity, allowing a minimum of fifty tons) on a draft of 9.994       feet metres        i nches on salt          Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about           tons of fuel, and capable of steaming, fully laden throughout the currency of this Charter Party , under good weather conditions about 14 knots (Laden)/14.5 knots (Ballast) on a consumption of about 23.5 metric tons Intermediate Fuel Oil (180 CST) plus about 1.5 metric tons Intermediate Fuel Oil (180 CST) tons of best Welsh coal best grade fuel oil best grade Diesel oil, now trading                                                        and LAURITZEN BULKERS A/S                            Charterers of the City of COPENHAGEN
Witnesseth , That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about for minimum 20 months/maximum 24 months timecharter in Charterers’ option via safe anchorage(s), safe berth(s), safe port(s),   always accessible, always afloat and always within Institute Warranty Limits with lawful/harmless merchandise within below mentioned trading limits, but always subject to Owners’s cargo/trading exclusions clause.
Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party. Accepance of delivery by Charterers shall not constitute any waiver of Owners’ obligations hereunder. Vessel to be placed at the disposal of the Charterers, at on completion of current employment and delivery formalities which expected to be in Gibraltar 14/15 December, 2004                                                                                                                          in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No. 6), as the Charterers may direct. If such dock, wharf or place be not available time to count as provided for in clause No. 5. Vessel on her arrival first loadport of this Charter delivery to be clean and ready to receive Charterers’ intended cargo with clean-swept holds (in case vessel’s holds are not ready as specified by governmental or local independent surveyors, the vessel will be placed off-hire from the time of such failure until passing holds re-inspection and any directly related expenses incurred thereby to be for Owners’ account) and tight, staunch, strong and in every way fitted for the ordinary service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers, excluding see Clause 37                                                                                                (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America Trading exclusions see also Clause 67                                  and/or Europe

 
and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31st and May l5th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic, Charterers have the option to breach Institute Warranty Limits, but always subject to Owners’ and Owners’ insurance Underwriters’ approval which not to be unreasonably withheld and to pay additional premium .                                                                                                                                                                                                                         
as the Charterers or their Agents shall direct, on the following conditions:
1.             That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew and watchmen other than compulsory ; shall pay for the insurance of the vessel, also for all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull, cargo spaces, machinery and equipment for and during the service.
2.             That whilst on hire the Charterers shall provide and pay for all the fuel except as otherwise agreed, Port Charges, Canal tolls, compulsory Pilotages, Agencies, Commissions, Consular Charges (except those pertaining to the Crew), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which Owners are vessel is responsible, then all such charges incurred shall be paid by the Owners. Fumigations ordered because of illness of the crew or cargoes carried prior to delivery to be for Owners account. Fumigations ordered because of cargoes carried or ports visited while vessel is employed under this charter to be for Charterers account. All other fumigations to be for Charterers account after vessel has been on charter for a continuous period of six months or more.
Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage and shifting boards and any other fittings already aboard vessel. Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.
3 .             That the Charterers, at the port of delivery, and the Owners, at the port of re-delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less than                                                                                 tons and not more than                              tons and to be re-delivered with not less than                        tons and not more than                       tons. See Clause 35
4.             That the Charterers shall pay for the use and hire of the said Vessel at the rate of USD 17,250 (Seventeen thousand, two hundred and fifty                                                                                                    Dollars) daily including overtime, payable every 15 days in advance to Owners’ designated bank account United States Currency per ton on vessel’s total deadweight carrying capacity, including bunkers and stores, on                                                       summer freeboard, per Calendar Month, commencing on and from the time day of her delivery, as aforesaid, and at and after the same rate for any part of a day month ; hire to continue until the time hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port any time day or night, Sundays and holidays included Charterers’ option within following ranges:
KANDLA/JAPAN RANGE including TAIWAN, THAILAND, INDONESIA, MALAYSIA,
UKC including full MEDITERRANEAN SEA
BOSTON/BAHIA BLANCA RANGE,
VANCOUVER/BALBOA RANGE,
GIBRALTAR/DOUALA RANGE
CAPE TOWN/MAPUTO RANGE
unless otherwise mutually agreed.  Charterers are to give Owners approximate 30 days then not less than 20/15/10/5/3/2/1 days notice of vessels expected date of re-delivery, and probable port.
5.             Payment of said hire to be made in New York in cash in United States Currency, semi-monthly 15 days in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the

 
hire, or bank guarantee or deposit , or on any fundamental breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers. First hire payment to be paid within 3 (three) banking days after delivery (see also Clause 43). Time to count from 7 a.m. on the working day following that on which written notice of readiness has been given to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.
Cash for vessel’s ordinary disbursements at any port may be advanced as required by the Captain and approved by Owners , by the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances.
6.             That the cargo or cargoes be laden and/or discharged in any safe dock or at any safe wharf or safe place or safe anchorage in port or elsewhere that Charterers or their Agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessels to safely lie aground. Re: NAABSA see Clause 67
7.              That the whole reach of the Vessel’s Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers’ disposal, reserving only proper and sufficient space for Ship’s officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners                               per day per passenger for accommodations and meals.  However, it is agreed that in case any fines or extra expenses are incurred in the consequences of the carriage of passengers, Charterers are to bear such risk and expense .   No passengers allowed.
8.             That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary assistance with ship’s crew and boats. The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards employment and agency; and Charterers are to load, stow, lash, unlash, secure and trim and discharge the cargo at their expense under the supervision of the Captain, who is to sign or when required by Charterers authorise the Charterers or their Agents to sign on his behalf Bills of Lading for cargo as presented, strictly in conformity with Mate’s or Tally Clerk’s receipts.
9.             That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.
10.           That the Charterers shall have permission to appoint a Supercargo at Charterers’ risk and expenses, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch, said supercargo to sign Owners’ L.O.I. for riding on board . He is to be furnished with free accommodation, and same fare as provided for Captain’s table, Charterers paying at the rate of USD 10.00 $1 .00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore’s Foreman, etc., Charterers paying USD 1350 lumpsum per 30 calendar days or pro-rata at the current rate per meal, for all such cables, victualling and entertainment.
11.           That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily deck and engine Logs, showing the course of the vessel and distance run and the consumption of fuel as well as revolutions of main engine and velocity of and direction of wind and sea, all in English language.
12.           That the Captain shall use diligence in caring for the cargo and for the ventilation of the cargo.
13.            That the Charterers shall have the option of continuing this charter for a further period of                                                                                                                                                                                                                                                                                                         on giving written notice thereof to the Owners or their Agents                     days previous to the expiration of the first named term, or any declared option.
14.            That if required by Charterers, time not to commence before                                         and should vessel not have given written notice of readiness on or before                                         but not later than 4 p.m. Charterers or their Agents to have the option of cancelling this Charter at any time not later than the day of vessel’s readiness.
15.           That in the event of the loss of time from deficiency and/or default and/or strike of men or deficiency of stores, fire, breakdown or damages to hull, machinery or equipment,

 
grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost and all extra directly related expenses may be deducted from hire ; and if upon the voyage the speed be reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra directly related expenses shall be deducted from the hire.
16.           That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted.
The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life and property.
17.           That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial men. See further Arbitration Clause 30.
18.           That the Owners shall have a lien upon all cargoes, all sub-hire freight and all sub freights for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.
19.           That all derelicts and salvage shall be for Owners’ and Charterers’ equal benefit after deducting Owners’ and Charterers’ expenses and Crew’s proportion. General Average shall be adjusted, stated and settled in London , according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F o f York Antwerp Rules  1990 and subsequent amendments 1924, at such port or place in the United States as may be selected by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of New York. In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier; must be furnished before delivery of the goods. Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be hold in a special account at the place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money.
In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, looses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers. Charter hire not contributable to General Average. General Average and Arbitration to be settled in London in accordance with English law .
Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.
20.           Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be allowed by Owners.
21.           That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and  Captain think necessary, at least once in every six months, reckoning  from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

 
22.           Owners shall maintain the gear of the ship as fitted, providing gear (for all cranes derricks ) capable of handling lifts up to their maximum capacity in accordance with the description clause three tons, also providing ropes, falls, slings and blocks.  If vessel is fitted with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers’ account.   Owners also to provide on the vessel power and electric light on deck and in cargo holds sufficient for night work in all hold simultaneously lanterns and oil for night work, and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers’ expense.   The Charterers to have the use of any gear on board the vessel.
23.           Vessel to work night and day, if required by Charterers, and all cranes winches to be at Charterers’ disposal during loading and discharging; steamer Charterers to provide one craneman winchman per crane hatch to work cranes winches day and night, as required. Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship’s articles.  If the rules of the port, or labor unions, prevent crew from driving winches, shore Cranemen Winchmen to be paid by Charterers.  In the event of a disabled crane or cranes winch or winches, or insufficient power to operate cranes winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time in proportion to the number of working hatches and extra directly related expenses including standby expenses, which Charterers undertake to keep to a minimum level occasioned thereby.
24.           It is also mutually agreed that this Charter in subject to all the terms and provisions of and all the exemptions from liability contained in the Act of Congress of the United States approved on the 13th day of February, 1893, and entitled “An Act relating to Navigation of Vessels; etc.,” in respect of all cargo shipped under this charter to or from the United States of America.  It is further subject to the attached protective clauses following clauses, both of which are to be included in all bills of lading issued hereunder:
U.S.A. Clause Paramount
 
This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act.  If any term of this bill of lading be repugnant to said Act to any extent, such term shall be void to that extent, but no further.
Both to Blame Collision Clause
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non carrying ship or her owners as part of their claim against the carrying ship or carrier.
25.           The vessel shall no be required to enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging.
26.           Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers.  The owners to remain responsible for the navigation of the vessel, insurance, crew, acts of pilots and tugboats and all other matters, same as when trading for their own account.

 
27.           A commission of 2 1/2 1.25 per cent is payable by the Vessel and Owners to H.CLARKSON & CO.LTD. LONDON                                                                                                                                                             on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.
28.           An address commission of 2 1/2 per cent payable to                                                    on the hire earned and paid under this Charter.

Clauses 29 through 83 are to be fully incorporated within the terms of this Charter Party.

 	/s/ pr. Lauritzen Bulkers A/S	
 	Jens Ditlev Lauritzen	
 	President	

This Charter Party is a computer generated copy of the NYPE (Revised 3rd October, 1946) form printed under licence from the Association of Ship Brokers & Agents (U.S.A), Inc., using software which is the copyright of Strategic Software Limited.
 
It is a precise copy of the original document which can be modified, amended or added to only by the striking out of original characters, or the insertion of new characters, such characters being clearly highlighted by underlining or use of colour or use of a larger font and marked as having been made by the licensee or end user as appropriate and not by the author.

 
ADDITIONAL CLAUSES TO M.V . “TOP EXPLORER” 
TO BE RENAMED “GENCO EXPLORER”
CHARTER PARTY DATED 30 TH NOVEMBER, 2004
 
29.            Additional Fittings
 
Charterers to have the option of welding padeyes and angles, only at the places approved by the Master at their own risk, arrangement and expense.
 
Charterers to remove all padeyes and angles and restore and paint the welding points back to the original condition upto Master’s satisfaction before redelivery, unless Owners request Charterers to maintain same without removal, in which case Charterers will be free from removing padeyes and angles. Charterers’ option to leave the padeyes as is on redelivery against paying Owners USD 10.00 each.
 
30.            Arbitration
 
This Charter Party shall be governed by English Law. It is hereby agreed that all claims below USD 50,000 excluding interest and costs shall be settled as per LMAA Small Claims Procedure 1989.
 
31.            Arrest
 
Should the vessel be arrested during the currency of this Charter at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest and the Owners shall reimburse to the Charterers any expenditure which they may incur under this Charter in respect of any period during which by virtue of the operation of the Clause no hire is payable.
 
This Clause shall not apply should the arrest be caused through any fault on the part of the Charterers.
 
32.            Asian Gypsy Moth
 
Owners guarantee that the vessel meets all U.S./Canadian plant and quarantine regulations and has not called any Russian Pacific port since January 1997.
 
Furthermore, Owners guarantee the vessel is free of any stage of gypsy moth life, be it in the form of egg masses, larvae or live animals. Costs and consequences due to vessel not being able to enter U.S./Canadian ports or not being passed for loading by U.S./Canadian authorities on account of gypsy moth infestation to be for Owners’ account.
 
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33.            Bills of Lading
 
Charterers’ Bills of Lading to be used if required by Charterers without prejudice to the terms and conditions of this Charter Party. No through Bills to be issued under this Charter Party.
 
34.            Bulldozers
 
Charterers to have the option to use the bulldozers in vessel’s holds, provided not exceeding the tank top strength.
 
35.            Bunkers
 
Vessel to deliver with bunkers as on board, which expected to be about 300 mt Intermediate Fuel Oil and about 75 mt Marine Diesel Oil.
Bunkers on redelivery to be about same quantities.
Bunker prices both ends: USD 180.00 per metric ton IFO and USD 250.00 per metric ton MDO.
 
Charterers’ option to bunker vessel prior delivery, provided not interfering with discharge operations.
 
Value of delivery bunkers to be paid together with the first hire payment.
 
The Charterers may deduct from last sufficient hire payment(s) the estimated cost of bunkers on redelivery.
 
Charterers are to provide the vessel with bunkers in accordance with ISO standard 8217:1996 RME25 and DMB grades, but if Charterers cannot supply bunkers within said specifications Charterers shall have the option to supply respectively RMF25 and DMA grades.
 
In order to comply with the terms and conditions of the various bunker suppliers, the sample to govern quality shall be the sample drawn by the supplier and witnessed by the vessel’s Chief Engineer or surveyor appointed by the Owners. Analysis of said sample in accordance with the recognized ISO test methods at a mutually agreed reputable and dedicated laboratory shall be binding and conclusive for both parties.
 
Quantity supplied shall be finally determined by sounding of the tanks of the delivering barge or by reading of meters at shore installation.
 
If the bunker fuels supplied are proven to be unsuitable for burning in ship’s engines or auxiliary engines, Owners shall not be held responsible for any reduction in speed and/or increased consumption as per Charter Party.
 
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Owners and Charterers will work out a best possible solution to resolve if such proven unsuitable bunkers have already been supplied on board, failing which Owners have the right to order the vessel to de-bunker the unsuitable fuels remaining on board at Charterers’ time and expenses at a time and place to be mutually agreed between Owners and Charterers.
 
36.            Cargo Claims/ P & I Club
 
Owners guarantee that the vessel is entered and shall remain entered in a Protection and Indemnity Association which is a member of the Group of International P & I Clubs for the duration of this Charter Party. Entry shall include, but not to be limited to, ordinary cover for cargo claims.
 
Charterers are not responsible for any accident or damage to or on board the vessel which is normally covered with Owners’ Hull and Machinery policy, unless the damages are caused by the Charterers or for which the Charterers are responsible.
 
In the case of damage to and/or loss of cargo carried on the vessel in which Owners’ and/or Charterers’ liability could be involved under the terms of this Charter Party, as the case may be, the Owners and/or the Charterers shall be asked to grant time extensions for suit in each and every occurrence which should not be unreasonably withheld. The so granted extensions shall not prejudice the ultimate responsibility of both parties. Liability for cargo claims as between Charterers and Owners shall be apportioned as specified by the Interclub New York Produce Exchange Agreement effective from 1996 and its subsequent amendments.
 
Owners’ P & I Club: Skuld,
Charterers’ P & I Club: North of England
 
37.            Cargo Exclusions
 
All dangerous, hazardous, injurious, inflammable cargoes/goods/commodities as listed in the latest IMO D.G. Code and/or any subsequent modifications/amendments thereof, nuclear and radioactive cargo waste/material or its products, nuclear isotopes, war materials, arms and ammunitions, explosive materials, livestock/animals, mahogany logs, shavings, cotton, waste paper, expellers, copra, pyrites, resin, asbestos, fishmeal, meat bone meal, bones, hides of any kind, direct reduced iron ore, bulk borax, saltpetre, dangerous chemicals, zinc ashes, naphtha, petroleum or its products, asphalt, pitch (in bulk/drums), tar/bitumen or any of its products, ammonium nitrate (except for fertilizer grade)/sulphate, creosoted goods, acids, calcium carbide/chloride, hydrochloride, caustic soda, Indian coal, charcoal, motor spirits, fuel, motor blocks and metal turnings/shavings/borings/cuttings and all other unlawful commodities.
 
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Charterers are allowed to load a maximum 3 (three) cargoes of petcoke, 2 (two) cargoes of salt and 2 (two) cargoes of scrap per annum. It is agreed that the combined total number of the above cargoes shall be limited to 5 (five) per annum, and subject to the following conditions:
 
Salt/Sulphur:
Salt/sulphur cannot be carried consecutively and/or vice versa.
Same cargo types (i.e. sulphur or salt alone) cannot be carried consecutively. If such cargoes are carried as the last cargo prior to redelivery, Charterers to pay additional hold cleaning expenses as per salt/sulphur protective clauses.
 
If scrap and petcoke are carried as the last cargo prior to redelivery, Charterers to pay double for in lieu of cargo hold cleaning.
 
Ammoniun nitrate is not allowed, but ammonium nitrate fertilizer grade of IMO Code 5.1 UN No. 2067 is allowed and always subject to Charterers fully complying with the following conditions
 
Charterers to strictly comply with the transportation/loading requirements of the cargo as per IMO regulations.
 
Prior to loading a certificate signed by Charterers and Shippers in favour of Owners stating that all loading and transportation requirements according to IMO regulations are fully complied with.
 
Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Ammonium sulphate not allowed except fertilizer grade as per Appendix C of BC Code is allowed. Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Petcoke Protective Clause
 
Charterers are at liberty carry only three shipments of petroleum coke (whether it be full or part cargo) per annum, if exercised, on the following conditions:
 
a)                                       Petroleum coke mentioned herein only limited to the type of non hazardous/non dangerous green delayed type and/or calcined type.
 
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b)                                      If Charterers exercise such option, Charterers undertake to use holds as less as possible, provided vessel’s stability/trim and stress permit.
 
c)                                       Such cargo to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      Should any additional/special washdown of holds before loading be required when loading this cargo is to be recommended/proposed/required by Master, Charterers undertake to arrange the same at their time/expense.
 
e)                                       After discharge Charterers to arrange at their expense/time any additional/special materials (including chemical) required to carry out such holds treatment as the Master considers it necessary.
 
f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold surveys etc) and/or any detention through any of the above causes are for Charterers’ account.
 
Salt Protective Clause
 
Charterers are permitted to carry only two shipments of salt (whether it be full or part cargo and cannot be a consecutive voyages after carrying sulphur), per annum, if exercised on the following conditions:
 
a)                                       Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permitting.
 
b)                                      Before loading all holds assigned for salt are to be washed down by fresh water and painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)                                       Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      All freshwater used for irrigation onto salt during loading voyage/discharging are for Charterers’ account.
 
e)                                       After discharge Charterers undertake thorough cleaning of holds, including repainting and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
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f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes to be for Charterers’ account.
 
g)                                      Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Sulphur Protective Clause
 
Charterers are permitted to carry only one shipment of sulphur (whether it be full or part cargo and cannot be a consecutive voyage after carrying salt) per annum, if exercised, on the following conditions:
 
a)                                       Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permit.
 
b)                                      Before loading all holds assigned for sulphur are to be washed down by fresh water and then painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)                                       Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      All freshwater used for irrigation onto sulphur during loading/voyage/discharging to be for Charterers’ account.
 
e)                                       After discharge Charterers undertake thorough cleaning of holds, including repainting (if requested by Master) and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes are for Charterers’ account.
 
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g)                                      Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Cement Protective Clause
 
Charterers are permitted to carry only one shipment of bulk cement per annum under this Charter. Charterers are also responsible for the following

i)	 	Well protection to the bilge well of all holds to keep smooth suction while discharging hold washing water by using gum tapes (plasters) or so.	
 	 	 	
ii)	 	Removal of all cargo solidification due to hold sweating which is impossible to avoid by operation of the ventilation system.	
 	 	 	
iii)	 	Washing down of all holds by fresh water immediately after discharge.	
 	 	 	
iv)	 	Providing submerge pump to pump out all water in the holds after washing.	
 
Silica Sand, Ferro Silicon and Soda Ash Clause
 
Owners are in any event not responsible for the hold condition for loading ferro silicon and/or silica sand and/or soda ash. If the vessel cannot pass the hold inspection at loading port(s), all time/expenses are for Charterers’ sole account.
 
Concentrate Clause
 
For loading concentrates, the stowage to be within vessel’s strength. All necessary separation if required to be properly erected up to surveyor’s and Master’s satisfaction at Charterers’ expense and time and cargo to be loaded, stowed, separated, trimmed and discharged etc. According to the latest IMO and other authorities’ regulations. At Master’s request Charterers to allow Owners to appoint P & I surveyor or independent surveyor to supervise loading, stowing, execution of separation etc., to surveyor’s agreement and Master’s satisfaction at Charterers’ time and expenses.
 
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Before loading concentrates Charterers to supply vessel Shipper’s certificate of flow moistures content evidencing cargo compliance with the latest IMO regulations, after loading cargo must be properly trimmed at Charterers’ time and expenses to surveyor’s and Master’s satisfaction.
 
Deck Cargo Clause
 
Deck cargo, if any, to be at Charterers’ risk, time and expenses including lashing, unlashing and securing basis:
 
a)                                       Deck cargo, if any, to be loaded strictly in conformity with cargo exclusion terms.
 
b)                                      Deck cargo to be loaded upto Master’s satisfaction and fully in accordance with vessel’s specification as to trim, stability and permissible strength.
 
c)                                       All Bills of Lading issued for deck cargo to be marked “Carried on deck at Shippers’ entire risk”.
 
d)                                      Vessel/Owners/Carriers will not be responsible for the damage and/or loss and/or wash away of the deck cargo.
 
e)                                       Owners are not responsible for loading of deck cargo and numbers of pieces stated in the Bills of Lading.
 
Pig Iron Clause
 
Charterers undertake that loading of the first layer of pig iron will not be released until touching tanktop and will not be dumped/dropped during loading. First layer of pig iron is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
Scrap Protective Clause
 
Charterers are permitted to carry only two shipments of scrap per annum, if exercised, on the following conditions:
 
a)                                       The scrap mentioned herein only limited to shredded scrap including HMS 1 + 2 must be non-oily and always excluding motor blocks and turnings and also excluding metal borings and cuttings.
 
b)                                      Charterers undertake to use as few holds as possible provided the vessel’s stability and stress permit.
 
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c)                                       Charterers undertake that loading of the first layer of scrap will not be released until touching tanktop and will not be dumped/ dropped during loading. First layer of scrap is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
d)                                      Any extra expenses resulting therefrom/incurred thereby and/or any detention through any of the above causes are for Charterers’ account.
 
e)                                       Damage to the vessel caused by scrap, the liability of the Charterers are to be determined by pre-loading and post-discharging surveys. Such surveys are for Charterers’ account.
 
HBI Protective Clause
 
The Charterers have the option to load a maximum of one cargo BHP HBI ex Port Hedland, whether it be full or part cargo of HBI (hot briquetted iron) per annum, if exercised the following conditions apply:
 
a)                                       Only cargo of HBI from BHP’s HBI plant in Port Hedland, Australia is allowed.
 
b)                                      Charterers should exert every effort to ship such cargo for destination within the Far East area.
 
c)                                       Shipment of HBI cannot be a consecutive voyage after carrying salt or sulphur.
 
d)                                      Such cargo cannot be the last cargo prior to the redelivery.
 
e)                                       The Charterers undertake to use the least number of holds as possible provided the vessel’s stability, trim and stress permit.
 
f)                                         Before loading commences the Charterers at their time, risk and expense shall provide to the Owners and the Master for all the necessary certificates issued by a competent person as to the stability and suitability of the cargo for carriage, whether required by the IMO BC Code and/or by the competent authorities of the countries concerned.
 
A competent person, the appointment to be mutually agreed between Owners and Charterers, is an independent person or body recognized by the national administration of the country of shipment to be competent in the relevant certification.
 
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The Charterers undertake to provide to the competent authorities with the information as regards to the cargoes sheltered nature, storage period, storage condition and its temperature before loading, length, duration or any other applicable conditions of any specific voyage.
 
g)                                      Before loading commences the Charterers at their time, risk and expense shall obtain from the Shipper the certificate that the cargo material conforms with the requirements of the IMO BC Code.
 
h)                                      The Owners, at the Charterers’ time, risk and expense, shall have the liberty to appoint the local P & I correspondent to supervise either the whole cargo loading or discharging operation.
 
i)                                          The Charterers warrant that the cargo is to be loaded/stowed/segregated/trimmed/discharged strictly in accordance with the latest IMO BC Code and/or any other latest national and international regulations/rules applicable to such cargo.
 
j)                                          The Charterers further guarantee that the stevedores are to be provided with the loading, stowing and discharging requirements of the HBI cargo and see these requirements are strictly followed. Charterers are ultimately responsible for any loss/damage/consequences due to disintegration of the briquettes by starting loading in a customary manner which is slow loading initially then normal speed thereafter.
 
k)                                       The Master, at his sole discretion shall have the right to reject the cargo which does not conform with the IMO BC Code.
 
l)                                          The Owners and the Master shall have the discretion to suspend the cargo operation and close the hatches in consideration of the prevailing weather condition or the weather forecast. The suspension of cargo operation remains Charterers’ time.
 
m)                                    The Charterers undertake to thoroughly clean all holds used, twice with salt water and final wash by fresh water immediately after discharge. The fresh water so required for washing down all holds is to be supplied by the Charterers at their expense.
 
n)                                      The Charterers may alternatively request the vessel’s crew, subject to Master’s agreement, to render customary assistance in cleaning all cargo compartments as required under m) above paying USD 800 per used hold which is additional to the normal intermediate hold cleaning stipulated under Clause 51 of this Charter Party.
 
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Notwithstanding the above, all intermediate hold cleaning are at Charterers’ time/expense/ risk and responsibility and in any case Owners are not responsible for passing cargo hold cleanliness inspection.
 
o)                                      The Owners/Master shall have the option to deviate, make for a port of refuge and seek assistance should the Master suspect a serious abnormality in the temperature of the cargo during the voyage or any damages that may cause the potential hazard to the cargo and/or the common interests in the vessel.  The deviation of such shall be for Charterers’ time, risk and expense.
 
p)                                      In case of any dispute arising out of cargo operations, Owners’ independent P & I representative is to be deemed the final ruling and the cost of the Owners’ P & I representative is to be paid and borne by the Charterers.
 
38.                                  Certificates/Vaccinations
 
Owners are obliged to deliver and maintain throughout the currency of this Charter Party the vessel, her crew and anything pertaining hereto supplied with up-to-date and complete certificates (including Oil Pollution Certificates), approvals, equipment and fittings enabling the vessel and her crew to trade within the trading limits and to load, carry and discharge all cargoes permitted under this Charter Party.
 
Officers and crew to comply with vaccination and sanitary regulations in all ports of call and corresponding certificates to be available onboard, enabling the vessel to obtain radio free pratique.
 
If requested, Owners to provide Charterers with copies of any certificates/approvals.
 
Any time lost and all extra directly related expenses resulting from Owners’ non-compliance with the above to be for Owners’ account and may be deducted from hire.
 
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39.            Crew Service
 
With reference to Clause 8 of this Charter Party “customary assistance” shall include but not be limited to:
 
a)                                       All opening and closing of hatches, when and where required, if permitted by local regulations.
 
b)                                      Raising and lowering of derricks and rigging cranes, if fitted, and/or gangways in preparation for loading and discharging.
 
c)                                       Shaping up vessel’s holds/hatches and cranes, if fitted, as much as possible prior arrival at loading and/or discharging places so as to immediately commence loading and/or discharging operations subject to weather conditions and the safety of the crew.
 
The above services shall be considered as a minimum and shall in no way be construed as an alternative to or reduction in the standard of services from Officers and crew generally required under this Charter Party.
 
40.            Logs Loading Clause
 
Vessel is fitted for loading logs and vessel has log loading equipment such as lashing material for full cargoes on deck upon delivery and vessel to maintain same in good working order throughout the timecharter period.
 
The vessel’s Officers and crew shall perform extra work, if so requested by the Charterers and approved by Owners such as erecting stanchions, lashing, relashing or unlashing of cargo, including cargo mark-off for separation of cargo or collecting, restowing and positioning of dunnage and/or lashing materials etc., as on board.
 
Such work to be done against crew compensation of USD 3000 per voyage which to be paid directly to Owners’ bank account by Charterers.
 
Charterers to pre-advise Owners as early as possible of any intention to load logs.
 
41.            Deductions
 
Charterers’ option to deduct estimated Owners’ disbursements and bunkers on redelivery from last sufficient Charter hire, but always up to a maximum of USD 1000 per port of call.
 
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Charterers to settle Owners’ outstanding disbursement account within 3 months after redelivery and against port Agents’ original vouchers.
 
42.            Delivery of Cargo against Letter of Indemnity
 
In case the original Bill(s) of Lading not available upon vessel’s arrival at discharging port, Owners/Master, if so requested by Charterers to release the entire cargo against Charterers’ Letter of Indemnity which complies with Owners’ standard P & I Club wording/format. Original copy of Letter of Indemnity to be sent to Owners’ office by courier services after being sent by fax.
 
Should Charterers require vessel to change discharging port after Bills of Lading have been issued, Owners to comply with such instructions upon receipt of a faxed copy of a single Letter of Indemnity signed by Charterers only and issued in conformity with Owners’ standard P & I Club form.
 
When and if required Charterers may place one original Bill of Lading on board, against which Bill of Lading delivery of cargo to take place on instructions received from Shippers/Charterers and all original Bills of Lading to be marked accordingly.
 
43.            Delivery/Redelivery Time
 
Delivery and redelivery time to be based on local time, but hire calculation to be based on Greenwich Mean Time.
 
44.            Description Clause
 
See Appendix A
 
45.            Bimco Double Banking Clause
 
a)                                       The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside and such safe dock, wharf, anchorage or other place for trans-shipment, loading or discharging of cargo and/or bunkering.
 
b)                                      The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed and shall give the Owners such advance notice as they reasonably can of the details of any such operations.
 
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c)                                       Without prejudice to the generality of the Charterers’ rights under (a) and (b) it is expressly agreed that the Master shall have the right to refuse to allow the vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do The Master has the right at any time to order the other vessel away from his vessel or instruct his own vessel to sail if he considers it unsafe for vessel to remain double banked.
 
d)                                      The Owners shall be entitled to insure any deductible under the vessel’s hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the vessel’s Underwriters and/or the cost of insuring any deductible under the vessel’s hull policy.
 
e)                                       The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The vessel shall remain on hire for any time lost including period for repairs as a result of such operation.
 
46.            Houseflag/Markings
 
The Charterers shall have the liberty of flying their own house flag.
 
47.            ITF/Boycott
 
Owners warrant that the vessel’s crew is and will be during the period of this Charter Party employed under a bona fide agreement, the standard of which is fully acceptable to the I.T.F. and Unions in all countries not excluded in this Charter Party.
 
In the event of the vessel being denied or restricted in the use of port and/or loading and/or discharging facilities or shore labour and/or tug or pilotage assistance or of any other restriction, detention or any loss of time whatsoever due to boycott or arrest of the vessel or due to government restrictions, all caused by the vessel and/or by reason of the terms and conditions on which members of the crew are employed or by reason of any trading of this or any other vessel under same ownership or operation or control, the payment of hire shall cease for the time thereby lost and all extra directly related expenses incurred due to above are to be for Owners’ account and may be deducted from hire.
 
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48.            In Lieu of Hold Cleaning
 
Charterers shall have the option of redelivering the vessel without cleaning of holds against paying the Owners a lumpsum of USD 4,000 in lieu of such cleaning including dunnage removal/disposal, payable together with the hire payment to Owners’ designated bank account.
 
49.            Inspection
 
The Charterers and/or their supercargo(es) shall have free and unlimited access to the whole vessel including but not limited to bridge, holds, engine room, all vessel’s tanks including bunker, lubricating oil, sludge, ballast water, fresh water tanks. Whenever required the Master must bring the vessel to an even trim to ensure correct bunker soundings. The Charterers and/or their supercargo(es) and/or surveyor(s) to have free and unlimited access to the vessel’s deck and engine log books, tank plans, calibration scales and/or other plans as requested and are allowed to make copies of same.
 
50.            Insurance
 
Premium for basic war risks insurance on hull and machinery and Officers/crew to be for Owners’ account. Any additional premium nett of all rebates in respect of these risks solely arising from the vessel proceeding at the Charterers’ request to areas designated as excluded areas by war risks Underwriters to be for Charterers’ account, however not to exceed what would have been quoted or charged if the vessel was covered on the London market. If Owners have not covered basic war risks insurance, Charterers only to pay the differential as if the Owners were covered and only against presentation of Underwriters’ original invoice. Crew bonus for trading into these areas to be for Charterers’ account.
 
51.            Intermediate Hold Cleaning
 
Vessel’s crew shall render customary assistance in cleaning cargo holds in preparation for next cargo if required by Charterers and if not prevented by shore regulations. Such cleaning to be performed provided this can be safely done, weather permitting. Charterers shall pay USD 450 per hold actually cleaned including dunnage removal/disposal, if any. In any case Owners are not responsible for passing hold survey for loading of next cargo during the entire period. The work to be done in the same efficient manner as if the vessel was trading for Owners’ account, but without responsibility and liability on part of Owners regarding acceptance of vessel at loading port if vessel is rejected due to previous cargo(es) carried under this Charter Party. All fresh water used for hold cleaning to be for Charterers’ account.
 
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52.            Laying up/Return Insurance
 
Charterers shall have the right to order the laying up of the vessel at any time and for any period of time at a safe berth or anchorage and in the event of such lay up the Owners shall promptly take steps to effect all the economies in operating costs, including insurance, which may be possible and give prompt credit to the Charterers in respect of all such economies. At the request of the Charterers the Owners shall at any time provide an estimate of the economies which would be possible in the event of laying up of the vessel.
The Charterers to have the benefit of any return insurance premium received by the Owners from their Underwriters as and when received by reason of the vessel being in port for minimum 30 (thirty) days, provided the vessel is fully on hire.
 
53.            Loading of Steel
 
Steel cargoes to be sufficiently dunnaged/lashed/secured and unlashed/unsecured at Charterers’ expense and in their time by stevedores under the supervision of the Master and up to his satisfaction.
Owners to appoint P & I surveyor to carry out a pre-loading survey and cost of same to be shared equally by Owners and Charterers.
 
54.            Notices
 
Owners to keep Charterers informed about vessel’s position and delivery to the Charterers.
 
55.            Off-Hire
 
Should the vessel put back whilst on voyage by reason of an accident or breakdown or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness of or accident to the crew or any person on board the vessel (other than passengers or supercargo travelling by request of the Charterers), or by reason of the refusal of the Master or crew to perform their duties, or by reason of salvage or oil pollution, even if alleged, or capture/seizure or detention by any authority/legal process except if caused by Charterers, the hire shall be suspended from the time of inefficiency until the vessel is again efficient in the same or equidistant position in Charterers’ option and voyage resumed therefrom. All extra directly related expenses incurred including bunkers consumed during period of suspended hire shall be for Owners’ account.
 
The Charterers may, in their option, partly or wholly add any off hire period(s) to the timecharter period.
 
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During any off-hire period estimated to exceed 8 days, the Owners to give the Charterers not less than 5 days definite notice of resumption of the service.
 
If the vessel has been off-hire for a period of more than 30 days, the Charterers are at liberty to cancel the balance of this Charter Party, in which case redelivery shall take place upon vessel being free of cargo, irrespective of redelivery ranges.
 
56.            Oil Pollution
 
Owners guarantee to provide and maintain during the entire timecharter period at their expense and carry on board the vessel a valid U.S. Certificate of Financial Responsibility. Owners also guarantee to have secured current certificates for other countries/federal states or municipal or other division or authority thereof, where guarantees are required. All such certificates to be valid throughout the entire timecharter period.
 
The Charterers shall in no case be liable for any damage as a result of the Owners’ failure to obtain the aforementioned certificates. Time lost by non-compliance to be considered as off-hire and may be deducted from hire and Owners hold Charterers harmless against any consequential losses, damages or expense.
 
57.            On/Off-Hire Survey
 
A joint on/off bunker and condition survey to be carried out by a mutually agreed surveyor. Time and cost of same to be equally shared between Owners and Charterers.
 
58.            Panama/Suez Canal
 
Owners warrant that the vessel is fitted for the transit of the Suez and Panama Canal. Should the vessel not meet these or other canal requirements, Charterers may suspend hire for all time thereby lost and Owners to pay all expenses resulting from such failure as a consequence thereof.
 
59.            Deleted.
 
60.            Power Clause
 
The vessel to supply free of expense to Charterers’ account 440 volt 3 phase 60 cycles and 40 kva per crane from engine room switchboard, provided that such crane cannot be used for cargo operation. Forklift trucks/bulldozers/grabs/magnets etc., shall be allowed to be used in the holds if necessary, but always subject to vessel’s permissible strength.
 
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Charterers have the right to fit magnets or other loading/discharging equipment customary to the trade onto vessel’s cranes subject to vessel’s lifting capacity.
 
61.            Protective Clauses
 
The New Both-to-Blame Collision Clause, The New Jason Clause, Baltic Conference War Risks Clause for Timecharters 1993 (Code name Conwartime 1993), P & I Bunkering Clause and Hague Rules Legislation, as applicable and attached are all to be considered as part of this Charter Party and all Bills of Lading issued under this Charter shall be subject to all said clauses and contain Voywar 1993.
 
The USA/Canadian Clause Paramount as applicable or the Hague Rules as enacted in countries other than the USA or Canada as applicable to be incorporated in all Bills of Lading, except where Hamburg Rules are mandatory.
 
62.            Punctual Payment
 
Referring to lines 60 and 61, where there is any failure to make “punctual and regular payment” due to errors or omission of Charterers’ employees, bankers or Agents or otherwise for any reason where there is absence of intention to fail to make payment as set out, Charterers shall be given by Owners 3 banking days notice to rectify the failure and where so rectified the payment shall stand as punctual and regular payment.
 
63.            Sea Carrier Initiative Agreement
 
Owners and Charterers confirm that they are both signatories to the Sea Carrier Initiative Agreement in order to co-operate with the U.S. Customs Service in the fight against the drug menace.
 
64.            Smuggling
 
Owners to be free from responsibility for any consequences owing to smuggling, unless caused by vessel’s Officers and/or crew or Owners’ servants.
 
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65.            Stevedore Damage
 
Should any damage be caused to the vessel or her fittings by the Charterers or their stevedores the Master is to
 
a)                                       Give written notice to the Charterers as soon as practicable after occurrence of particulars available of the damage caused and name of the party allegedly responsible for the damage.
 
b)                                      Promptly, but latest within 24 hours, give written notice to the party allegedly responsible, giving particulars available of the damage and its alleged cause and where possible try to obtain the written acknowledgement of liability from such party, or failing that, try to obtain the acknowledgement of receipt of such notice.
 
c)                                       As soon as practicable arrange, in conjunction with Charterers’ Agents, for the damage to be surveyed and an estimate of the repair costs given.
 
Failing the aforementioned the Charterers are not to be responsible for such damage and/or loss of time, except for hidden damage which must be attended to as per the above procedure as soon as discovered, but latest upon completion of the voyage in question.
 
Charterers shall have the liberty to redeliver the vessel without repairing the damages for which Charterers are responsible as long as same does not affect the vessel’s sea and cargo worthiness, but Charterers undertake to reimburse costs of repairs against production of repair bill by repairers and/or dockyard, unless otherwise mutually agreed. Stevedore damages affecting the vessel’s sea and cargo worthiness for which Charterers are liable to be made good to the satisfaction of the class surveyor immediately at Charterers’ time and expense.
 
66.            Taxes
 
Taxes and/or dues and/or charges whatsoever imposed on cargo by any local or national authorities arising out of trade under this Charter Party to be borne by Charterers. Taxes levied by governments other than that of Owners’ domicile or vessel’s flag on earnings under this Charter Party other than the hire payable to Owners shall be for Charterers’ account.
 
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67.            Trading Exclusions
 
The vessel is to be employed in lawful trades for the carriage of lawful merchandise only between good and safe berths, ports or areas where the vessel can safely lie always afloat, except at such places in Argentina/Brazil/Uruguay/Buenaventura/River Belt area Nigeria (Lagos/Port Harcourt/Calabar) where it is customary for the similar size and dimensions of vessels to safely lie aground, which is always at Charterers’ risks and subject to the permissible/prevailing draft at entrance of the NAABSA port declared by port authorities/pilot and always subject to the discretion of Master.
 
NAABSA trading at any other place not listed above to be subject to Owners’ and Owners’ hull Underwriters’ prior approval which not to be unreasonably withheld. The Charterers are to furnish the Owners with all relevant information of the port/s in question with conditions.
 
The vessel is to be employed within IWL especially excluding Russian Pacific ports (as long as the present regulations in the trading countries, including but not limited to Canada and U.S.A apply restricting vessels trading there after calling Russian Pacific ports), Cambodia, Turkish occupied Cyprus, Kuwait, Iraq, Somalia, Yemen, Ethiopia, Israel and Israelian controlled territories, Lebanon, Syria, Libya (including Gulf of Sidre/Sirte), Congo (Democratic Republic of formerly Zaire), Liberia, Sri Lanka, Sierra Leone, Eritrea, Angola (including Cabinda, Haiti, Cuba, Burma (Myanamar), North Korea, Sudan, Syria, Albania, former Yugoslavia unless allowed by United Nations and approved by Owners’ P & I Club (but Slovenia and Croatia allowed), all war, warlike and war risk zones declared from time to time by the London War Committee on war risk trading warranties The vessel is not allowed at any time to trade to the ports/areas which are prohibited from trading by the United Nations and/or international organization of the U.N. and/or the authorities of the country under which flag the vessel is flying. No direct sailing between mainland China and Taiwan, between South and North Korea. Vessel cannot call Babo (Indonesia) for loading logs.
 
If vessel calling Yemen, Lebanon, Iran, Congo, Libya it will be subject Owners’/ Owners’ P & I prior approval, which should not be unreasonably withheld.
 
Charterers’ option to breach IWL but always subject to Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium.
 
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Charterers’ option to breach war risk warranty subject Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium and crew war bonus according to ITF scale. Owners’ approval should not be unreasonably withheld. Charterers permission to proceed via Suez/Red Sea without obtaining Owners’ prior approval, but additional premium for Charterers’ account.
 
Should the political situation in any of the excluded countries change to the extent that trading vessel to countries in question becomes acceptable and usual practice, Owners to consider any request from the Charterers to trade such countries, however always subject to Owners’ approval.
 
68.            U.S. Trade - Unique Bill of Lading Identifier Clause
 
The Charterers warrant that each transport document accompanying a shipment of cargo destined to a port or place in the United States of America shall have been endorsed with a unique Bill of Lading identifier as required by the U.S. Customs Regulations (19 CFR Part 4 Section 4. 7.A) including subsequent changes, amendments or modifications thereto, not later than the first port of call.
 
Non compliance with the provisions of this Clause shall amount to breach of warranty for the consequences of which the Charterers shall be liable and shall hold the Owners harmless and shall keep them indemnified against all claims whatsoever which may arise and be made against them.
 
Furthermore, all time lost and all expenses incurred including fines as a result of the Charterers’ breach of the provisions of this Clause shall be for the Charterers’ account.
 
69.            Warranties
 
Owners warrant that the vessel
 
•                                           is not blacklisted by Arab countries nor anywhere else within the agreed trading limits
 
•                                           has not traded Cambodia, Cuba, Israel and North Korea
 
•                                           is eligible for bunkers in the United States of America, its territories and possessions in accordance with directives from the United States Department of Commerce, Office of International Trade.
 
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70.            Hold Cleanliness
 
See line 22 of printed form
 
71.            Weather Routing
 
The Charterers may supply an independent weather bureau advice to the Master during voyages specified by the Charterers and the Master shall comply with the reporting procedures of the weather bureau, however the Master remains responsible for the safe navigation and choice of route.
 
Evidence of weather conditions shall be taken from the vessel’s deck logs and independent weather bureau’s reports. In the event of a consistent discrepancy between deck logs and the independent weather bureau’s reports, the independent bureau’s reports shall be taken as ruling.
 
72.            Drydocking Clause
 
Charterers shall upon receipt of minimum 30 days notice from the Owners agree to release the vessel from their employment free of cargo for the purpose of drydocking. Owners to respect Charterers’ trading pattern and accept to take the vessel in between Charterers’ scheduled employment wherever this may be. The actual drydocking place, port to be Owners’ choice. Vessel is to go off-hire at the time/place where she deviates from her course and to go on-hire when she is again ready at Charterers’ disposal in the same or equidistant position at Charterers’ option as when she went off-hire. If vessel is to drydock at a port where Charterers are loading/discharging/bunkering her, then vessel to go off-hire on leaving load/discharge/bunker place and to go on-hire again on leaving drydock.
 
All bunkers consumed during off-hire are for account of Owners. Unless otherwise agreed, Owners to deliver vessel to Charterers after drydocking with same quantity of bunkers on board as when she was redelivered to Owners.
 
73.            Hose Test Clause
 
Charterers have the right to carry out any test including but not limited to ultrasonic test, hose test and chalk test on hatch covers during the entire period of the Charter.
 
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74.            Bimco War Cancellation Clause
 
Either party may cancel this Charter Party on the outbreak of war or hostilities between any two or more of the following countries: the United States of America, Russia, the United Kingdom, France, People’s Republic of China.
 
75.            Grab Fitting/Operation Clause
 
Charterers have the option of fitting vessel with grabs at their time and expense. The initial fitting of grabs are to be at Charterers’ expenses/risk and stowage to be in accordance with class/Owners’ approval. Owners shall not be responsible for any losses or damages caused to the grabs placed on board the vessel by the Charterers and all grab fittings to be removed and all welding points to be restored to the original condition upto Master’s satisfaction by the Charterers prior to redelivery.
 
Grabs and its accessories fitted on board to remain Charterers’ property. The Owners undertake to maintain the grabs and its accessories as per instruction manual. Master to forward details report every 3 months as to the condition of grabs and maintenance performed since last report. Charterers to pay USD 500 per month to Owners’ bank account for the above mentioned works. Charterers undertake to pay all expenses in respect of repair and maintenance of the grabs and Owners not to be responsible for any breakdown.
 
76.            Deleted.
 
77.            Bimco Standard ISM Clause
 
From the date of coming into force of the International Safety Management (ISM) Code in relation to the vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.
 
Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the ISM Code shall be for the Owners’ account.
 
78.            Deleted
 
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79.            Bimco ISPS Clause for Time Charter Parties:
 
a) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and the Company. Upon request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style contact details of the Company Security Officer (CSO).
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Owners or the Company to comply with the requirements of the ISPS Code or this Clause shall be for the Owners’ account.
 
(b) (i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact details and, where sub-letting is permitted under the terms of this Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the CSO and the SSO/Master. Furthermore, the Charterers shall ensure that all sub-charter parties they enter into during the period of this Charter Party contain the following provision:
 
The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under the terms of the Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners.
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers’ account.
 
(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the Charterers’ account, unless such costs or expenses result solely from the Owners’ negligence. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners’ account.
 
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(d) If either party makes any payment which is for the other party account according to this Clause, the other party shall indemnify the paying party.
 
U.S. Customs Advance Notification/AMS Clause for Time Charter Parties
 
a)              If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Charterers shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:
 
i)                                          Have in place a SCAC (Standard Carrier Alpha Code);
ii)                                       Have in place an ICB (International Carrier Bond);
iii)                                    Provide the Owners with a timely confirmation of i) and ii) above; and
iv)                                   Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs and provide the Owners at the same time with a copy thereof.
 
b)             The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, the Vessel shall remain on hire.
 
c)              If the Charterers’ ICB is used to meet any penalties, duties, taxes or other charges which are solely the responsibility of the Owners, the Owners shall promptly reimburse the Charterers for those amounts.
 
d)             The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.
 
80.            Owners have the option to change vessel’s flag.
Flag change to be subject to Charterers’ acceptance of flag to be flown, which not to be unreasonably withheld.
 
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81.            Owners have the option to sell the vessel.
New Owners to be subject to Charterers’ prior approval, which not to be unreasonably withheld. New Owners to remain responsible for due fulfilment of this Timecharter.
 
82.            Mortgage and Assignment
 
Charterers agree that Owners may grant to its financiers an assignment of this Charter and all the Owners’ rights, title, interest and benefits therein, including the right to receive Charter hire and other sums and may grant a mortgage and such other security documents as the financiers shall require. The Charterers agree to acknowledge and consent to be bond by notice of any assignment of this Charter executed by Owners.
 
83.            Owners’ bank:

BENEFICIARY:	 	GENCO EXPLORER LIMITED	
 	 	TRUST COMPANY COMPLEX,	
 	 	AJELTAKE ROAD, AJELTAKE ISLAND, MAJURO,	
 	 	MARSHALL ISLANDS MH 96960	
 	 	 	
RECEIVING BANK:	 	NORDEA BANK FINLAND PLC – NEW YORK BRANCH	
 	 	437 MADISON AVENUE,	
 	 	NEW YORK, NY 10022	
 	 	 	
SWIFT:	 	NDEAUS3N	
 	 	 	
ABA ROUTING NO:	 	026010786	
 	 	 	
BENEFICIARY
ACCT. NO.	 	7434432001	
 
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BOTH TO BLAME COLLISION CLAUSE
 
If the liability for any collision in which the vessel is involved while performing this Charter Party fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim against the carrying ship or carrier.
 
The foregoing provisions shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.
 
GENERAL AVERAGE AND THE NEW JASON CLAUSE
 
General Average shall be payable according to the York/Antwerp Rules 1974 but where the adjustment is made in accordance with the law and practice of the United States of America, the following clause shall apply:
 
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever whether due to negligence or not, for which or for the consequence of which the carrier is not responsible by statute, contract or otherwise, the goods, shippers, consignees or owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.
 
If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.
 
and the Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.
 
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P & I BUNKERING CLAUSE
 
The vessel shall have the liberty as part of the contract voyage and at any stage thereof to proceed to any port or ports whatsoever whether such ports are on or off the direct and/or customary route or routes to the ports of loading or discharge named in this Charter and there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks, deeptanks and any other compartment in which oil can be carried whether such amount is or is not required for the chartered voyage.
 
BEMCO Standard War Risk Clauses for Time Charters 1993 Code Name “CONWARTIME 1993”
 
1               For the purpose of this Clause the words:
 
a)     “Owners” shall include the shipowners, bareboat Charterers, disponent Owners, managers or other operators who are charged with the management of the vessel and the Master and
 
b)     “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 or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group or the government of any state whatsoever which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the vessel, her cargo, crew or other persons on board the vessel.
 
2               The vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through any port, place, area or zone (whether of land or sea) or any waterway or canal, where it appears that the vessel, her cargo, crew or other persons on board the vessel, in the reasonable judgement of the Master and/or the Owners may be, or are likely to be, exposed to war risks. Should the vessel be within any such place as aforesaid which only becomes dangerous or is likely to be or to become dangerous after her entry into it, she shall be at liberty to leave it.
 
3               The vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels or is imposed selectively in any way whatsoever against vessels of certain flags or ownership or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a billigerents right of search and/or confiscation.
 
4
 
a)     The Owners may effect war risks insurance in respect of the hull and machinery of the vessel and their other interests (including but not limited to loss of earnings and detention, the crew and their Protection and Indemnity risk) and the premiums and/or calls therefore shall be for their account.
 
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b)     If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to the Charterers’ orders, the vessel is within or is due to enter and remain within any area or areas which are specified by such Under-writers as being subject to additional premiums because of war risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.
 
5               If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then such bonus or additional wages shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due.
 
6               The vessel shall have liberty:
 
a)     to comply with all orders, directions, recommendations or advice as to departure, 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 the vessel sails, or other government to whose laws the Owners are subject, or any other government, body or group whatsoever acting with the power to compel compliance with their orders or directions;
 
b)     to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;
 
c)     to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supernational body which has the right to issue and give the same and with national laws aimed at enforcing the same to which the Owners are subject and to obey the orders and directions of those who are charged with their enforcement;
 
d)     to divert and discharge at any other port any cargo or part thereof which may render the vessel liable to confiscation as a contraband carrier.
 
e)     to divert and call at any other port to change the crew or any part thereof or other persons on board the vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.
 
7               If in accordance with their rights under the foregoing provisions of this Clause the Owners shall refuse to proceed to the loading or discharging ports or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.
 
8               If in compliance with any of the provisions of sub-clause (2) to (7) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.
 
29

 
APPENDIX A – VESSEL’S DESCRIPTION
 
M.V. “TOP EXPLORER”
 
Hong Kong Flag Built 1 999 , Double Hull, Single Deck, Log Fitted Bulk Carrier
29,952 metric tons deadweight on 9.994M SSW (TPC about 40.64)

LOA/BEAM	:	170.0/27.0M	
Grain/Bale capacity	:	39,152/38,819CBM	
GRT/NRT	:	18,036/10,227	
5Holds/5Hatches
4X30 metric tons cranes
 
About 14knots(L) / 14.5knots(B) on about 23.5 metric tons Intermediate Fuel Oil 1 80CST + about 1 . 5 metric tons Intermediate Fuel Oil 180CST for G/E in calm sea and fair weather condition with wind speed up to and including beaufort scale 4

In Port Consumption	:	about 3.5 metric tons Intermediate Fuel Oil (working) or about   2.0 metric tons Intermediate Fuel Oil (idle)	
no diesel at sea but vessel has liberty of using Marine   Diesel Oil when manoeuvring, in/out prots, starting of A/E navigating in shallow/restricted/busy waters, poor weather, canals and rivers.	

Bunker specifications	:	FO: ISO 8217 RME25 (1996E)	
 	 	DO: ISO 8217 DMB 1996E)	
Hatchcover	:	Folding Type	
Hatch Dimensions	:	1) 12.4 X 14.4M   2-5) 18.6 X 17.6M	
				
Height of fixed and hinged stanchion:
H/1           5.6M (from upper deck side line)
H/2-5       8.1M (from upper deck side line)
Hold Dimension (Length X Width(FWD) X Width(AFT)) in M:
H1            20.8 X 8.3 X 22.2
H2            26.9 X 22.2 X 25.2
H3            26 X 25.2 X 25.2
H4            26.9 X 25.2 X 25.2
H5            27.9 X 25.2 X 24
All Details About
 
Owners confirm the vessel is fully logs fitted including full set of loose lashing for a full deck cargo of logs.
 
30

 
Charterers Questionnaire

1	Flag	: Hong Kong	
 	Nationality of crew	: People’s Republic of China	
 	Full ITF	: Yes	
2	Builder	: Oshima, Japan	
 	When built	: 1999	
 	Class	: ABS	
 	Previous name 	: None	
3	Confirm bridge/engine aft	
4	Confirm vessel is a regular SD self-trimming bulk carrier	
5	LOA	: 170M	
 	BEAM	: 27M	
 	Depth moulded	: 14.1M	
6

 	 	DWT	 	Draft	 	TPC	 	
Summer SW	 	29952MT	 	9.994M	 	46	 	
Winter SW	 	29107MT	 	9.786M	 	 	 	
Tropical SW	 	30800MT	 	10.202M	 	 	 	
Tropical FW	 	30782MT	 	10.423M	 	 	 	
Light Weight	 	: N.A.	 	 	 	

7	Constant excluding fresh water	: 250 metric tons	
8	Daily fresh water Consumption	: 10-12 metric tons	
 	Fresh water tank capacity:	: about 248 Cubic metres	
 	Fresh water generator	: about 15-17 metric tons per	
 	 	  24 hours steaming	
9               Cargo capacity (hold + hatch) in Cubic metres

Hold	 	Grain	 	Bale	 	
1	 	4548	 	4490	 	
2	 	8667	 	8611	 	
3	 	8588	 	8518	 	
4	 	9003	 	8940	 	
5	 	8346	 	8260	 	
total	 	39152	 	38819	 	

10	Speed/Consumption	: As above	
 	ECO speed/Consumption	: N.A.	
11.	Port Consumption	: As above	
12.            Bunker capacity BSS (96 percent)

IFO	 	1195 CBM	 	
MDO	 	104 CBM	 	
 
13.            Ballast capacity in Cubic metres      :

fore peak	 	701.4	 	
NO.l WBTK (P)	 	737.5	 	

 

NO.1 WB TK (S)	 	737.5	 	
NO.2 WB TK (P)	 	882.1	 	
NO.2 WB TK (S)	 	882.1	 	
NO.3 WB TK (P)	 	873.6	 	
NO.3 WB TK (S)	 	873.6	 	
NO.4 WB TK (P)	 	612.9	 	
NO.4 WB TK (S)	 	612.9	 	
NO.5 WB TK (P)	 	798.1	 	
NO.5 WB TK (S)	 	798.1	 	
N0.2 top side (P)	 	244.2	 	
NO.2 top side (S)	 	244.2	 	
NO.4 top side (P)	 	256.4	 	
NO.4 top side (S)	 	256.4	 	
Aft peak	 	454.4	 	
NG.3 cargo hold	 	8588.0	 	
total	 	18553.4	 	

14.	Number of Hatches	: 5	
 	Hatch dimension in metres	:	
 	1.         12.4 X 14.4	 	
 	2-5        18.6 X 17.6	 	
 	Type of hatchcover	: el hydraulic	
 	Way of opening	: fore/aft double skin	
 	Cement hold	: 2 X 700 mm dia per hold(with air vent)	
 	Distance from forward hatch to aft hatch  : about 122.4 M	

15.	Number of Holds	: 5	
 	Hatch dimension in metres	:	
L X W(forward) X  W(aft) X H (hold center)

1.	20.8	X 8.3	X 22.2 X 12.6	 	
2.	26.9	X 22.2	X 25.2 X 12.6	 	
3.	26	X 25.2	X 25.2 X 12.6	 	
4.	26.9	X 25.2	X 25.2 X 12.6	 	
5.	27.9	X 25.2	X 24   X 12.6	
Flat tank top dimension in metres :
W forward/aft X L

1.	3.4/15.8	X 20.8	
2.	16.0/20.1	X 26.9	
3.	20.1/20.1	X 22.3	
4.	20.1/20.1	X 26.9	
5.	20.1/16	X27.9	
Holds are hoppered
Confirm no obstacles/obstructions/pillars/container shoes in holds or tanktop
Confirm tanktop suitable for grab discharge
CO2 fitted in cargo holds
AUS ladder fitted in cargo holds
Cargo hold ventilation : natural

 

16.	Gear type	:  Crane	
 	SWL	: 30 tons	
 	NO.	: 4	
Where situated between holds : 1/2, 2/3, 3/4, 4
Maximum outreach from ship’s rail: about 10 M
SWL : unknown
Hoisting speed : about 19 M/min SWL 30T
Slewing speed : about 0.75 rpm
Confirm vessel can supply 440 volt 3 phase 60 cyles and 40 kva per crane from engine room provided cargo gear not in use (subject Owners approval)
17.            Grabs -   not fitted
18.            Hatchcover- deck-tank top strength (metric tons per square metre)

1.	 	1.75	 	2.72	 	21.8	 	
2.	 	2.53	 	3.93	 	20.0	 	
3.	 	2.53	 	3.93	 	21.2	 	
4.	 	2.53	 	3.93	 	20.0	 	
5.	 	2.53	 	3.93	 	20.0	 	
 
19.            Confirm OK
20.            Confirm fully fitted for Suez/Panama canal transit
21.            Confirm vessel strengthened for heavy cargo ALT loading OK holds 2,4 can be empty
22.            Confirm vessel fully logs fitted with lashing materials/chains/stanchions for the carriage of a full cargo of logs/timber on/under deck
23.            WLOHC:
ballasted conditions:         about   9.37M
NO. 3 cargo hold flooded :   about 11.45M
24.            Distance from bottom of keel to highest fixed poit:   about 40.97M
25.            Confirm no centerline bulkhead
26.            Confirm vessel not traded Cuba within last 180 days
27.            Confirm vessel is not Arab blacklisted

28.	Official NO.	:  10744	
 	Lloyds reg	:  N.A.	
 	Home port	:  Monrovia	
 	Call sign	:  E L U Q 9	
 
Tlx No. 347708240
Fax No. 347708220
Tel No. 347707210
E-mail: tep@teship.amosconnect.com
 
GRT/NRT       18036/10227
Panama GRT/NRT       18036/10227
Suez GRT/NRT       18776.32/16658.45

Master	:	Capt. Xu Jian Zhan	
Chief Officer	:	Lin Song	
Chief Engineer	:	Tan Xian Chao	
Pandi club	:	West of England	
Underwriter	:	Gerling, Oslo	

 

Insured value	:	USD 19.50 Million	
Owning company	:	 	
 
Owners Manager:
Top Glory Shipping Co., Ltd.,
27/F Top Glory Tower
262 Gloucester Road
Causeway Bay
Hong Kong

Tel	:	(852) 2833 0688	
Fax	:	(852) 2833 0683	
Tlx	:	72451 TGSHP HX	
 
Departmental/personal telephone numbers:
Chartering department:

Stephen So	(852) 2833-0371 (Direct line)	
 	(852) 9192 7538 (Mobile)	
 
Operation (post fixture) department:

John Guo	(852) 2833-0678 (Direct line)	
 	(852) 9181-0568 (Mobile)	
 	(86) 1305 800 1951 (Weekends and Holidays)	
Mabel Chu	(852) 2833-0676	
LastDD/SS	:  14th May, 2004 Setubal	
Next DD/SS	:	
Last 6 Cargoes	:	
 
No cleaning equipment on board
 
29.            Valid documents issued 20 Oct 1997 Houston, TX
Valid SMC issued 1 Feb 2000 Singapore

 

Exhibit 10.10

	 	Time Charter	 	[SEAL]	
 	 	 	 	 	
 	 	GOVERNMENT FORM	 	 	
Approved by the New York Produce Exchange	
November 6th, 1913 - Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946	
 
This Charter Party, made and concluded in London                                                  30th day of November, 2004            19           Between GENCO PIONNER LIMITED, MARSHALL ISLANDS                                                                                          Owners of the good Hong Kong                    -Steamship /Motorship “TOP PIONEER” to be renamed “GENCO PIONEER”       of                   of                                   tons gross register, and                                 tons net register, having engines of                                   indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classed                                                                             at                                       of about                                          cubic feet bale capacity, and about                                                            tons of 2240 lbs. deadweight capacity ( cargo and bunkers, including fresh water and stores not exceeding one and one-half percent of ship’s deadweight capacity, allowing a minimum of fifty tons ) on a draft of 9.994       feet metres        inches on salt                    Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about          tons of fuel, and capable of steaming, fully laden throughout the currency of this Charter Party , under good weather conditions about 14 knots (Laden)/14.5 knots (Ballast) on a consumption of about 23.5 metric tons Intermediate Fuel Oil (180 CST) plus about 1.5 metric tons Intermediate Fuel Oil (180 CST) tons of best Welsh coal best grade fuel oil best grade Diesel oil, now trading                                                                                                        and LAURITZEN BULKERS A/S                              Charterers of the City of COPENHAGEN             
 
Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about for minimum 20 months/maximum 24 months timecharter in Charterers’ option via safe anchorage(s), safe berth(s), safe port(s),     always accessible, always afloat and always within Institute Warranty Limits with lawful/harmless merchandise within below mentioned trading limits, but always subject to Owners’s cargo/trading exclusions clause.
Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party Accepance of delivery by Charterers shall not constitute any waiver of Owners’ obligations hereunder.   Vessel to be placed at the disposal of the Charterers, at on completion of voyage into WEST AFRICA                                                                in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No. 6), as the Charterers may direct.  If such dock, wharf or place be not available time to count as provided for in clause No. 5. Vessel on her arrival first loadport of this Charter delivery to be clean and ready to receive Charterers’ intended  cargo with clean-swept holds (in case vessel’s holds are not ready as specified by governmental or local independent surveyors, the vessel will be placed off-hire from the time of such failure until passing holds re-inspection and any directly related expenses incurred thereby to be for Owners’ account) and tight, staunch, strong and in every way fitted for the ordinary service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers , excluding see Clause 37                                             (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America Trading exclusions see also Clause 67                                                                 and/or Europe

 
and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic, Charterers have the option to breach Institute Warranty Limits, but always subject to Owners ’ and Owners ’ insurance Underwriters ’ approval which not to be unreasonably withheld and to pay additional premium.                                                                                                                                                                                                              
as the Charterers or their Agents shall direct, on the following conditions:
 
1.             That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew and watchmen other than compulsory; shall pay for the insurance of the vessel, also for all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull, cargo spaces, machinery and equipment for and during the service.
 
2.             That whilst on hire the Charterers shall provide and pay for all the fuel except as otherwise agreed, Port Charges, Canal tolls, compulsory Pilotages, Agencies, Commissions, Consular Charges (except those pertaining to the Crew), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which Owners are vessel is responsible, then all such charges incurred shall be paid by the Owners.  Fumigations ordered because of illness of the crew or cargoes carried prior to delivery to be for Owners account.  Fumigations ordered because of cargoes carried or ports visited while vessel is employed under this charter to be for Charterers account.  All other fumigations to be for Charterers account after vessel has been on charter for a continuous period of six months or more.
 
Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage and shifting boards and any other fittings already aboard vessel.  Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.
 
3.              That the Charterers, at the port of delivery, and the Owners, at the port of re-delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less than                                    tons and not more than                                         tons and to be re-delivered with not less than                             tons and not more than                                       tons.   See Clause 35
 
4.             That the Charterers shall pay for the use and hire of the said Vessel at the rate of USD 17,250 (Seventeen thousand, two hundred and fifty                                                                                                              Dollars) daily including overtime, payable every 15 days in advance to Owners ’ designated bank account United States Currency per ton on vessel’s total deadweight carrying capacity, including bunkers and stores, on summer freeboard, per Calendar Month, commencing on and from the time day of her delivery, as aforesaid, and at and after the same rate for any part of a day month ; hire to continue until the time hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port any time day or night, Sundays and holidays included Charterers ’ option within following ranges:
KANDLA/JAPAN RANGE including TAIWAN, THAILAND, INDONESIA, MALAYSIA,
UKC including full MEDITERRANEAN SEA
BOSTON/BAHIA BLANCA RANGE,
VANCOUVER/BALBOA RANGE, GIBRALTAR/DOUALA RANGE
CAPE TOWN/MAPUTO RANGE
unless otherwise mutually agreed.  Charterers are to give Owners approximate 30 days then not less than 20/15/10/5/3/2/1 days notice of vessels expected date of re-delivery, and probable port.
 
5.             Payment of said hire to be made in New York in cash in United States Currency, semi-monthly 15 days in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the

 
hire, or bank guarantee or deposit, or on any fundamental breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers.  First hire payment to be paid within 3 (three) banking days after delivery (see also Clause 43).   Time to count from 7 a.m. on the working day following that on which written notice of readiness has been given to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.
 
Cash for vessel ’ s ordinary disbursements at any port may be advanced as required by the Captain and approved by Owners, by the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be deducted from the hire.  The Charterers, however, shall in no way be responsible for the application of such advances.
 
6.             That the cargo or cargoes be laden and/or discharged in any safe dock or at any safe wharf or safe place or safe anchorage in port or elsewhere that Charterers or their Agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessels to safely lie aground.   Re: NAABSA see Clause 67
 
7.             That the whole reach of the Vessel ’ s Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers’ disposal, reserving only proper and sufficient space for Ship’s officers, crew, tackle, apparel, furniture, provisions, stores and fuel.  Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners                              per day per passenger for accommodations and meals.  However, it is agreed that in case any fines or extra expenses are incurred in the consequences of the carriage of passengers, Charterers are to bear such risk and expense.   No passengers allowed.
 
8.             That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary assistance with ship ’ s crew and boats.  The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards employment and agency; and Charterers are to load, stow, lash, unlash, secure and trim and discharge the cargo at their expense under the supervision of the Captain, who is to sign or when required by Charterers authorise the Charterers on their Agents to sign on his behalf Bills of Lading for cargo as presented, strictly in conformity with Mate’s or Tally Clerk’s receipts.
 
9.             That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.
 
10.           That the Charterers shall have permission to appoint a Supercargo at Charterers ’ risk and expenses, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch, said supercargo to sign Owners ’ L.O.I. for riding on board.   He is to be furnished with free accommodation, and same fare as provided for Captain’s table, Charterers paying at the rate of USD 10.00 $1.00 per day.  Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore’s Foreman, etc., Charterers paying USD 1350 lumpsum per 30 calendar days or pro-rata at the current rate per meal , for all such cables, victualling and entertainment.
 
11.           That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily deck and engine Logs, showing the course of the vessel and distance run and the consumption of fuel as well as revolutions of main engine and velocity of and direction of wind and sea, all in English language.
 
12.           That the Captain shall use diligence in caring for the cargo and for the ventilation of the cargo.
 
13.            That the Charterers shall have the option of continuing this charter for a further period of                                                                                                                                                                                                                      on giving written notice thereof to the Owners or their Agents                                days previous to the expiration of the first named term, or any declared option.
 
14.            That if required by Charterers, time not to commence before                                                                    and should vessel not have given written notice of readiness on or before                                                                                  but not later than 4 p.m. Charterers or their Agents to have the option of cancelling this Charter at any time not later than the day of vessel’s readiness.
 
15.           That in the event of the loss of time from deficiency and/or default and/or strike of men or deficiency of stores, fire, breakdown or damages to hull, machinery or equipment,

 
grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost and all extra directly related expenses may be deducted from hire ; and if upon the voyage the speed by reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra directly related expenses shall be deducted from the hire.
 
16.           That should be Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once.  The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted.
 
The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life and property.
 
17.           That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London New York , one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court.  The Arbitrators shall be commercial men.  See further Arbitration Clause 30.
 
18.           That the Owners shall have a lien upon all cargoes, all sub-hire freight and all sub-freights for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once.  Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.
 
19.           That all derelicts and salvage shall be for Owners’ and Charterers’ equal benefit after deducting Owners’ and Charterers’ expenses and Crew’s proportion.  General Average shall be adjusted, stated and settled in London, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of York-Antwerp Rules 1990 and subsequent amendments 1924, at such port or place in the United States as may be selected by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of New York.  In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship.  Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods.  Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required,  be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.  Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster.  When so remitted the deposit shall be held in a special account at the place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money.
 
In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods.  If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers.   Charter hire not contributable to General Average.  General Average and Arbitration to be settled in London in accordance with English Law.
 
Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.
 
20.           Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates and stoves to be agreed to as a quantity, and the cost of replacing same, to be allowed by Owners.
 
21.            That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary, at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

 
22.           Owners shall maintain the gear of the ship as fitted, providing gear (for all cranes derricks ) capable of handling lifts up to their maximum capacity in accordance with the description clause three tons, also providing ropes, falls, slings and blocks.  If vessel is fitted with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers’ account.   Owners also to provide on the vessel power and electric light on deck and in cargo holds sufficient for night work in all holds simultaneously lanterns and oil for night work, and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers’ expense.   The Charterers to have the use of any gear on board the vessel.
 
23.           Vessel to work night and day, if required by Charterers, and all cranes winches to be at Charterers ’ disposal during loading and discharging; steamer Charterers to provide one craneman winchman per crane hatch to work cranes winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship’s articles.  If the rules of the port, or labor unions, prevent crew from driving winches, shore Cranemen Winchmen to be paid by Charterers.  In the event of a disabled crane or cranes winch or winches, or insufficient power to operate cranes winches , Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time in proportion to the number of working hatches and extra directly related expenses including standby expenses, which Charterers undertake to keep to a minimum level occasioned thereby.
 
24.           It is also mutually agreed that this Charter is subject to all the terms and provisions of and all the exemptions from liability contained in the Act of Congress of the United States approved on the 13th day of February, 1893, and entitled “An Act relating to Navigation of Vessels; etc.,” in respect of all cargo shipped under this charter to or from the United States of America.  It is further subject to the attached protective clauses following clauses, both of which are to be included in all bills of lading issued hereunder:
 
U.S.A. Clause Paramount
 
This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act.  If any term of this bill of lading be repugnant to said Act to any extent, such term shall be void to that extent, but no further.
 
Both to Blame Collision Clause
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non carrying ship or her owners as part of their claim against the carrying ship or carrier.
 
25.           The vessel shall not be required to enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging.
 
26.           Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers.  The owners to remain responsible for the navigation of the vessel, insurance, crew, acts of pilots and tugboats and all other matters, same as when trading for their own account.

 
27.           A commission of 2 1/2 1.25 per cent is payable by the Vessel and Owners to H.CLARKSON & CO.LTD. LONDON                                                                                              on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.
 
28.           An address commission of 2 1/2 per cent payable to                                                                   on the hire earned and paid under this Charter.
 
Clauses 29 through 83 are to be fully incorporated within the terms of this Charter Party.

 	pr. Lauritzen Bulkers A/S	
 	 	
 	/s/ Jens Ditlev Lauritzen	 	
 	Jens Ditlev Lauritzen	 	
 	President	 	

This Charter Party is a computer generated copy of the NYPE (Revised 3rd October, 1946) form printed under licence from the Association of Ship Brokers & Agents (U.S.A), Inc., using software which is the copyright of Strategic Software Limited.
 
It is a precise copy of the original document which can be modified, amended or added to only by the striking out of original characters, or the insertion of new characters, such characters being clearly highlighted by underlining or use of colour or use of a larger font and marked as having been made by the licensee or end user as appropriate and not by the author.

 
 
ADDITIONAL CLAUSES TO M.V. “TOP PIONEER”
TO BE RENAMED “GENCO PIONEER”
CHARTER PARTY DATED 30 TH NOVEMBER, 2004
 
29.                                  Additional Fittings
 
Charterers to have the option of welding padeyes and angles, only at the places approved by the Master at their own risk, arrangement and expense.
 
Charterers to remove all padeyes and angles and restore and paint the welding points back to the original condition upto Master’s satisfaction before redelivery, unless Owners request Charterers to maintain same without removal, in which case Charterers will be free from removing padeyes and angles. Charterers’ option to leave the padeyes as is on redelivery against paying Owners USD 10.00 each.
 
30.                                  Arbitration
 
This Charter Party shall be governed by English Law.
It is hereby agreed that all claims below USD 50,000 excluding interest and costs shall be settled as per LMAA Small Claims Procedure 1989.
 
31.                                  Arrest
 
Should the vessel be arrested during the currency of this Charter at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest and the Owners shall reimburse to the Charterers any expenditure which they may incur under this Charter in respect of any period during which by virtue of the operation of the Clause no hire is payable.
 
This Clause shall not apply should the arrest be caused through any fault on the part of the Charterers.
 
32.                                  Asian Gypsy Moth
 
Owners guarantee that the vessel meets all U.S./Canadian plant and quarantine regulations and has not called any Russian Pacific port since January 1997.
 
Furthermore, Owners guarantee the vessel is free of any stage of gypsy moth life, be it in the form of egg masses, larvae or live animals. Costs and consequences due to vessel not being able to enter U.S./Canadian ports or not being passed for loading by U.S./Canadian authorities on account of gypsy moth infestation to be for Owners’ account.
 
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33.                                  Bills of Lading
 
Charterers’ Bills of Lading to be used if required by Charterers without prejudice to the terms and conditions of this Charter Party. No through Bills to be issued under this Charter Party.
 
34.                                  Bulldozers
 
Charterers to have the option to use the bulldozers in vessel’s holds, provided not exceeding the tank top strength.
 
35.                                  Bunkers
 
Vessel to deliver with bunkers as on board, which expected to be about 530 mt Intermediate Fuel Oil and about 40 mt Marine Diesel Oil.  Bunkers on redelivery to be about same quantities.  Bunker prices both ends: USD 180.00 per metric ton IFO and USD 250.00 per metric ton MDO.
 
Charterers’ option to bunker vessel prior delivery, provided not interfering with discharge operations.
 
Value of delivery bunkers to be paid together with the first hire payment.
 
The Charterers may deduct from last sufficient hire payment(s) the estimated cost of bunkers on redelivery.
 
Charterers are to provide the vessel with bunkers in accordance with ISO standard 8217:1996 RME25 and DMB grades, but if Charterers cannot supply bunkers within said specifications Charterers shall have the option to supply respectively RMF25 and DMA grades.
 
In order to comply with the terms and conditions of the various bunker suppliers, the sample to govern quality shall be the sample drawn by the supplier and witnessed by the vessel’s Chief Engineer or surveyor appointed by the Owners. Analysis of said sample in accordance with the recognized ISO test methods at a mutually agreed reputable and dedicated laboratory shall be binding and conclusive for both parties.
 
Quantity supplied shall be finally determined by sounding of the tanks of the delivering barge or by reading of meters at shore installation.
 
If the bunker fuels supplied are proven to be unsuitable for burning in ship’s engines or auxiliary engines, Owners shall not be held responsible for any reduction in speed and/or increased consumption as per Charter Party.
 
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Owners and Charterers will work out a best possible solution to resolve if such proven unsuitable bunkers have already been supplied on board, failing which Owners have the right to order the vessel to de-bunker the unsuitable fuels remaining on board at Charterers’ time and expenses at a time and place to be mutually agreed between Owners and Charterers.
 
36.                                  Cargo Claims/ P & I Club
 
Owners guarantee that the vessel is entered and shall remain entered in a Protection and Indemnity Association which is a member of the Group of International P & I Clubs for the duration of this Charter Party. Entry shall include, but not to be limited to, ordinary cover for cargo claims.
 
Charterers are not responsible for any accident or damage to or on board the vessel which is normally covered with Owners’ Hull and Machinery policy, unless the damages are caused by the Charterers or for which the Charterers are responsible.
 
In the case of damage to and/or loss of cargo carried on the vessel in which Owners’ and/or Charterers’ liability could be involved under the terms of this Charter Party, as the case may be, the Owners and/or the Charterers shall be asked to grant time extensions for suit in each and every occurrence which should not be unreasonably withheld. The so granted extensions shall not prejudice the ultimate responsibility of both parties. Liability for cargo claims as between Charterers and Owners shall be apportioned as specified by the Interclub New York Produce Exchange Agreement effective from 1996 and its subsequent amendments.
 
Owners’ P & I Club: Skuld,
Charterers’ P & I Club: North of England
 
37.                                  Cargo Exclusions
 
All dangerous, hazardous, injurious, inflammable cargoes/goods/commodities as listed in the latest IMO D.G. Code and/or any subsequent modifications/amendments thereof, nuclear and radioactive cargo waste/material or its products, nuclear isotopes, war materials, arms and ammunitions, explosive materials, livestock/animals, mahogany logs, shavings, cotton, waste paper, expellers, copra, pyrites, resin, asbestos, fishmeal, meat bone meal, bones, hides of any kind, direct reduced iron ore, bulk borax, saltpetre, dangerous chemicals, zinc ashes, naphtha, petroleum or its products, asphalt, pitch (in bulk/drums), tar/bitumen or any of its products, ammonium nitrate (except for fertilizer grade)/sulphate, creosoted goods, acids, calcium carbide/chloride, hydrochloride, caustic soda, Indian coal, charcoal, motor spirits, fuel, motor blocks and metal turnings/shavings/borings/cuttings and all other unlawful commodities.
 
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Charterers are allowed to load a maximum 3 (three) cargoes of petcoke, 2 (two) cargoes of salt and 2 (two) cargoes of scrap per annum. It is agreed that the combined total number of the above cargoes shall be limited to 5 (five) per annum and subject to the following conditions:
 
Salt/Sulphur:
Salt/sulphur cannot be carried consecutively and/or vice versa.
Same cargo types (i.e. sulphur or salt alone) cannot be carried consecutively.
If such cargoes are carried as the last cargo prior to redelivery, Charterers to pay additional hold cleaning expenses as per salt/sulphur protective clauses.
 
If scrap and petcoke are carried as the last cargo prior to redelivery, Charterers to pay double for in lieu of cargo hold cleaning.
 
Ammonium nitrate is not allowed, but ammonium nitrate fertilizer grade of IMO Code 5.1 UN No. 2067 is allowed and always subject to Charterers fully complying with the following conditions
 
Charterers to strictly comply with the transportation/loading requirements of the cargo as per IMO regulations.
 
Prior to loading a certificate signed by Charterers and Shippers in favour of Owners stating that all loading and transportation requirements according to IMO regulations are fully complied with.
 
Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Ammonium sulphate not allowed except fertilizer grade as per Appendix C of BC Code is allowed. Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Petcoke Protective Clause
 
Charterers are at liberty carry only three shipments of petroleum coke (whether it be full or part cargo) per annum, if exercised, on the following conditions:
 
a)                                       Petroleum coke mentioned herein only limited to the type of non hazardous/non dangerous green delayed type and/or calcined type.
 
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b)                                      If Charterers exercise such option, Charterers undertake to use holds as less as possible, provided vessel’s stability/trim and stress permit.
 
c)                                       Such cargo to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      Should any additional/special washdown of holds before loading be required when loading this cargo is to be recommended/proposed/required by Master, Charterers undertake to arrange the same at their time/expense.
 
e)                                       After discharge Charterers to arrange at their expense/time any additional/special materials (including chemical) required to carry out such holds treatment as the Master considers it necessary.
 
f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold surveys etc) and/or any detention through any of the above causes are for Charterers’ account.
 
Salt Protective Clause
 
Charterers are permitted to carry only two shipments of salt (whether it be full or part cargo and cannot be a consecutive voyages after carrying sulphur), per annum, if exercised on the following conditions:
 
a)                                       Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permitting.
 
b)                                      Before loading all holds assigned for salt are to be washed down by fresh water and painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)                                       Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      All freshwater used for irrigation onto salt during loading voyage/discharging are for Charterers’ account.
 
e)                                       After discharge Charterers undertake thorough cleaning of holds, including repainting and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
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f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes to be for Charterers’ account.
 
g)                                      Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Sulphur Protective Clause
 
Charterers are permitted to carry only one shipment of sulphur (whether it be full or part cargo and cannot be a consecutive voyage after carrying salt) per annum, if exercised, on the following conditions:
 
a)                                       Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permit.
 
b)                                      Before loading all holds assigned for sulphur are to be washed down by fresh water and then painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)                                       Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      All freshwater used for irrigation onto sulphur during loading/voyage/discharging to be for Charterers’ account.
 
e)                                       After discharge Charterers undertake thorough cleaning of holds, including repainting (if requested by Master) and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes are for Charterers’ account.
 
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g)                                      Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Cement Protective Clause
 
Charterers are permitted to carry only one shipment of bulk cement per annum under this Charter. Charterers are also responsible for the following
 
i)               Well protection to the bilge well of all holds to keep smooth suction while discharging hold washing water by using gum tapes (plasters) or so.
 
ii)              Removal of all cargo solidification due to hold sweating which is impossible to avoid by operation of the ventilation system.
 
iii)             Washing down of all holds by fresh water immediately after discharge.
 
iv)            Providing submerge pump to pump out all water in the holds after washing.
 
Silica Sand, Ferro Silicon and Soda Ash Clause
 
Owners are in any event not responsible for the hold condition for loading ferro silicon and/or silica sand and/or soda ash. If the vessel cannot pass the hold inspection at loading port(s), all time/expenses are for Charterers’ sole account.
 
Concentrate Clause
 
For loading concentrates, the stowage to be within vessel’s strength. All necessary separation if required to be properly erected up to surveyor’s and Master’s satisfaction at Charterers’ expense and time and cargo to be loaded, stowed, separated, trimmed and discharged etc. According to the latest IMO and other authorities’ regulations. At Master’s request Charterers to allow Owners to appoint P & I surveyor or independent surveyor to supervise loading, stowing, execution of separation etc., to surveyor’s agreement and Master’s satisfaction at Charterers’ time and expenses.
 
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Before loading concentrates Charterers to supply vessel Shipper’s certificate of flow moistures content evidencing cargo compliance with the latest IMO regulations, after loading cargo must be properly trimmed at Charterers’ time and expenses to surveyor’s and Master’s satisfaction.
 
Deck Cargo Clause
 
Deck cargo, if any, to be at Charterers’ risk, time and expenses including lashing, unlashing and securing basis:
 
a)                                       Deck cargo, if any, to be loaded strictly in conformity with cargo exclusion terms.
 
b)                                      Deck cargo to be loaded upto Master’s satisfaction and fully in accordance with vessel’s specification as to trim, stability and permissible strength.
 
c)                                       All Bills of Lading issued for deck cargo to be marked “Carried on deck at Shippers’ entire risk”.
 
d)                                      Vessel/Owners/Carriers will not be responsible for the damage and/or loss and/or wash away of the deck cargo.
 
e)                                       Owners are not responsible for loading of deck cargo and numbers of pieces stated in the Bills of Lading.
 
Pig Iron Clause
 
Charterers undertake that loading of the first layer of pig iron will not be released until touching tanktop and will not be dumped/dropped during loading. First layer of pig iron is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
Scrap Protective Clause
 
Charterers are permitted to carry only two shipments of scrap per annum, if exercised, on the following conditions:
 
a)                                       The scrap mentioned herein only limited to shredded scrap including HMS 1 + 2 must be non-oily and always excluding motor blocks and turnings and also excluding metal borings and cuttings.
 
b)                                      Charterers undertake to use as few holds as possible provided the vessel’s stability and stress permit.
 
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c)                                       Charterers undertake that loading of the first layer of scrap will not be released until touching tanktop and will not be dumped/dropped during loading. First layer of scrap is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
d)                                      Any extra expenses resulting therefrom/incurred thereby and/or any detention through any of the above causes are for Charterers’ account.
 
e)                                       Damage to the vessel caused by scrap, the liability of the Charterers are to be determined by pre-loading and post-discharging surveys. Such surveys are for Charterers’ account.
 
HBI Protective Clause
 
The Charterers have the option to load a maximum of one cargo BHP HBI ex Port Hedland, whether it be full or part cargo of HBI (hot briquetted iron) per annum, if exercised the following conditions apply:
 
a)                                       Only cargo of HBI from BHP’s HBI plant in Port Hedland, Australia is allowed.
 
b)                                      Charterers should exert every effort to ship such cargo for destination within the Far East area.
 
c)                                       Shipment of HBI cannot be a consecutive voyage after carrying salt or sulphur.
 
d)                                      Such cargo cannot be the last cargo prior to the redelivery.
 
e)                                       The Charterers undertake to use the least number of holds as possible provided the vessel’s stability, trim and stress permit.
 
f)                                         Before loading commences the Charterers at their time, risk and expense shall provide to the Owners and the Master for all the necessary certificates issued by a competent person as to the stability and suitability of the cargo for carriage, whether required by the IMO BC Code and/or by the competent authorities of the countries concerned.
 
A competent person, the appointment to be mutually agreed between Owners and Charterers, is an independent person or body recognized by the national administration of the country of shipment to be competent in the relevant certification.
 
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The Charterers undertake to provide to the competent authorities with the information as regards to the cargoes sheltered nature, storage period, storage condition and its temperature before loading, length, duration or any other applicable conditions of any specific voyage.
 
g)                                      Before loading commences the Charterers at their time, risk and expense shall obtain from the Shipper the certificate that the cargo material conforms with the requirements of the IMO BC Code.
 
h)                                      The Owners, at the Charterers’ time, risk and expense, shall have the liberty to appoint the local P & I correspondent to supervise either the whole cargo loading or discharging operation.
 
i)                                          The Charterers warrant that the cargo is to be loaded/stowed/segregated/trimmed/discharged strictly in accordance with the latest IMO BC Code and/or any other latest national and international regulations/rules applicable to such cargo.
 
j)                                          The Charterers further guarantee that the stevedores are to be provided with the loading, stowing and discharging requirements of the HBI cargo and see these requirements are strictly followed. Charterers are ultimately responsible for any loss/damage/consequences due to disintegration of the briquettes by starting loading in a customary manner which is slow loading initially then normal speed thereafter.
 
k)                                       The Master, at his sole discretion shall have the right to reject the cargo which does not conform with the IMO BC Code.
 
1)                                       The Owners and the Master shall have the discretion to suspend the cargo operation and close the hatches in consideration of the prevailing weather condition or the weather forecast. The suspension of cargo operation remains Charterers’ time.
 
m)                                    The Charterers undertake to thoroughly clean all holds used, twice with salt water and final wash by fresh water immediately after discharge. The fresh water so required for washing down all holds is to be supplied by the Charterers at their expense.
 
n)                                      The Charterers may alternatively request the vessel’s crew, subject to Master’s agreement, to render customary assistance in cleaning all cargo compartments as required under m) above paying USD 800 per used hold which is additional to the normal intermediate hold cleaning stipulated under Clause 51 of this Charter Party.
 
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Notwithstanding the above, all intermediate hold cleaning are at Charterers’ time/expense/risk and responsibility and in any case Owners are not responsible for passing cargo hold cleanliness inspection.
 
o)                                      The Owners/Master shall have the option to deviate, make for a port of refuge and seek assistance should the Master suspect a serious abnormality in the temperature of the cargo during the voyage or any damages that may cause the potential hazard to the cargo and/or the common interests in the vessel. The deviation of such shall be for Charterers’ time, risk and expense.
 
p)                                      In case of any dispute arising out of cargo operations, Owners’ independent P & I representative is to be deemed the final ruling and the cost of the Owners’ P & I representative is to be paid and borne by the Charterers.
 
38.                                  Certificates/Vaccinations
 
Owners are obliged to deliver and maintain throughout the currency of this Charter Party the vessel, her crew and anything pertaining hereto supplied with up-to-date and complete certificates (including Oil Pollution Certificates), approvals, equipment and fittings enabling the vessel and her crew to trade within the trading limits and to load, carry and discharge all cargoes permitted under this Charter Party.
 
Officers and crew to comply with vaccination and sanitary regulations in all ports of call and corresponding certificates to be available onboard, enabling the vessel to obtain radio free pratique.
 
If requested, Owners to provide Charterers with copies of any certificates/approvals.
 
Any time lost and all extra directly related expenses resulting from Owners’ non-compliance with the above to be for Owners’ account and may be deducted from hire.
 
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39.                                  Crew Service
 
With reference to Clause 8 of this Charter Party “customary assistance” shall include but not be limited to:
 
a)                                       All opening and closing of hatches, when and where required, if permitted by local regulations.
 
b)                                      Raising and lowering of derricks and rigging cranes, if fitted, and/or gangways in preparation for loading and discharging.
 
c)                                       Shaping up vessel’s holds/hatches and cranes, if fitted, as much as possible prior arrival at loading and/or discharging places so as to immediately commence loading and/or discharging operations subject to weather conditions and the safety of the crew.
 
The above services shall be considered as a minimum and shall in no way be construed as an alternative to or reduction in the standard of services from Officers and crew generally required under this Charter Party.
 
40.                                  Logs Loading Clause
 
Vessel is fitted for loading logs and vessel has log loading equipment such as lashing material for full cargoes on deck upon delivery and vessel to maintain same in good working order throughout the timecharter period.
 
The vessel’s Officers and crew shall perform extra work, if so requested by the Charterers and approved by Owners such as erecting stanchions, lashing, relashing or unlashing of cargo, including cargo mark-off for separation of cargo or collecting, restowing and positioning of dunnage and/or lashing materials etc., as on board.
 
Such work to be done against crew compensation of USD 3000 per voyage which to be paid directly to Owners’ bank account by Charterers.
 
Charterers to pre-advise Owners as early as possible of any intention to load logs.
 
41.                                  Deductions
 
Charterers’ option to deduct estimated Owners’ disbursements and bunkers on redelivery from last sufficient Charter hire, but always up to a maximum of USD 1000 per port of call.
 
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Charterers to settle Owners’ outstanding disbursement account within 3 months after redelivery and against port Agents’ original vouchers.
 
42.                                  Delivery of Cargo against Letter of Indemnity
 
In case the original Bill(s) of Lading not available upon vessel’s arrival at discharging port, Owners/Master, if so requested by Charterers to release the entire cargo against Charterers’ Letter of Indemnity which complies with Owners’ standard P & I Club wording/format. Original copy of Letter of Indemnity to be sent to Owners’ office by courier services after being sent by fax.
 
Should Charterers require vessel to change discharging port after Bills of Lading have been issued, Owners to comply with such instructions upon receipt of a faxed copy of a single Letter of Indemnity signed by Charterers only and issued in conformity with Owners’ standard P & I Club form.
 
When and if required Charterers may place one original Bill of Lading on board, against which Bill of Lading delivery of cargo to take place on instructions received from Shippers/Charterers and all original Bills of Lading to be marked accordingly.
 
43.                                  Delivery/Redelivery Time
 
Delivery and redelivery time to be based on local time, but hire calculation to be based on Greenwich Mean Time.
 
44.                                  Description Clause
 
See Appendix A
 
45.                                  Bimco Double Banking Clause
 
a)                                       The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside and such safe dock, wharf, anchorage or other place for trans-shipment, loading or discharging of cargo and/or bunkering.
 
b)                                      The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed and shall give the Owners such advance notice as they reasonably can of the details of any such operations.
 
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c)                                       Without prejudice to the generality of the Charterers’ rights under (a) and (b) it is expressly agreed that the Master shall have the right to refuse to allow the vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do The Master has the right at any time to order the other vessel away from his vessel or instruct his own vessel to sail if he considers it unsafe for vessel to remain double banked.
 
d)                                      The Owners shall be entitled to insure any deductible under the vessel’s hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the vessel’s Underwriters and/or the cost of insuring any deductible under the vessel’s hull policy.
 
e)                                       The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The vessel shall remain on hire for any time lost including period for repairs as a result of such operation.
 
46.                                  Houseflag/Markings
 
The Charterers shall have the liberty of flying their own house flag.
 
47.                                  ITF/Boycott
 
Owners warrant that the vessel’s crew is and will be during the period of this Charter Party employed under a bona fide agreement, the standard of which is fully acceptable to the I.T.F. and Unions in all countries not excluded in this Charter Party.
 
In the event of the vessel being denied or restricted in the use of port and/or loading and/or discharging facilities or shore labour and/or tug or pilotage assistance or of any other restriction, detention or any loss of time whatsoever due to boycott or arrest of the vessel or due to government restrictions, all caused by the vessel and/or by reason of the terms and conditions on which members of the crew are employed or by reason of any trading of this or any other vessel under same ownership or operation or control, the payment of hire shall cease for the time thereby lost and all extra directly related expenses incurred due to above are to be for Owners’ account and may be deducted from hire.
 
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48.                                  In Lieu of Hold Cleaning
 
Charterers shall have the option of redelivering the vessel without cleaning of holds against paying the Owners a lumpsum of USD 4,000 in lieu of such cleaning including dunnage removal/disposal, payable together with the hire payment to Owners’ designated bank account.
 
49.                                  Inspection
 
The Charterers and/or their supercargo(es) shall have free and unlimited access to the whole vessel including but not limited to bridge, holds, engine room, all vessel’s tanks including bunker, lubricating oil, sludge, ballast water, fresh water tanks. Whenever required the Master must bring the vessel to an even trim to ensure correct bunker soundings. The Charterers and/or their supercargo(es) and/or surveyor(s) to have free and unlimited access to the vessel’s deck and engine log books, tank plans, calibration scales and/or other plans as requested and are allowed to make copies of same.
 
50.                                  Insurance
 
Premium for basic war risks insurance on hull and machinery and Officers/crew to be for Owners’ account. Any additional premium nett of all rebates in respect of these risks solely arising from the vessel proceeding at the Charterers’ request to areas designated as excluded areas by war risks Underwriters to be for Charterers’ account, however not to exceed what would have been quoted or charged if the vessel was covered on the London market. If Owners have not covered basic war risks insurance, Charterers only to pay the differential as if the Owners were covered and only against presentation of Underwriters’ original invoice. Crew bonus for trading into these areas to be for Charterers’ account.
 
51.                                  Intermediate Hold Cleaning
 
Vessel’s crew shall render customary assistance in cleaning cargo holds in preparation for next cargo if required by Charterers and if not prevented by shore regulations. Such cleaning to be performed provided this can be safely done, weather permitting. Charterers shall pay USD 450 per hold actually cleaned including dunnage removal/disposal, if any. In any case Owners are not responsible for passing hold survey for loading of next cargo during the entire period. The work to be done in the same efficient manner as if the vessel was trading for Owners’ account, but without responsibility and liability on part of Owners regarding acceptance of vessel at loading port if vessel is rejected due to previous cargo(es) carried under this Charter Party. All fresh water used for hold cleaning to be for Charterers’ account.
 
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52.                                  Laying up/Return Insurance
 
Charterers shall have the right to order the laying up of the vessel at any time and for any period of time at a safe berth or anchorage and in the event of such lay up the Owners shall promptly take steps to effect all the economies in operating costs, including insurance, which may be possible and give prompt credit to the Charterers in respect of all such economies. At the request of the Charterers the Owners shall at any time provide an estimate of the economies which would be possible in the event of laying up of the vessel.
The Charterers to have the benefit of any return insurance premium received by the Owners from their Underwriters as and when received by reason of the vessel being in port for minimum 30 (thirty) days, provided the vessel is fully on hire.
 
53.                                  Loading of Steel
 
Steel cargoes to be sufficiently dunnaged/lashed/secured and unlashed/unsecured at Charterers’ expense and in their time by stevedores under the supervision of the Master and up to his satisfaction.
Owners to appoint P & I surveyor to carry out a pre-loading survey and cost of same to be shared equally by Owners and Charterers.
 
54.                                  Notices
 
Owners to keep Charterers informed about vessel’s position and delivery to the Charterers.
 
55.                                  Off-Hire
 
Should the vessel put back whilst on voyage by reason of an accident or breakdown or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness of or accident to the crew or any person on board the vessel (other than passengers or supercargo travelling by request of the Charterers), or by reason of the refusal of the Master or crew to perform their duties, or by reason of salvage or oil pollution, even if alleged, or capture/seizure or detention by any authority/legal process except if caused by Charterers, the hire shall be suspended from the time of inefficiency until the vessel is again efficient in the same or equidistant position in Charterers’ option and voyage resumed therefrom. All extra directly related expenses incurred including bunkers consumed during period of suspended hire shall be for Owners’ account.
 
The Charterers may, in their option, partly or wholly add any off hire period(s) to the timecharter period.
 
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During any off-hire period estimated to exceed 8 days, the Owners to give the Charterers not less than 5 days definite notice of resumption of the service.
 
If the vessel has been off-hire for a period of more than 30 days, the Charterers are at liberty to cancel the balance of this Charter Party, in which case redelivery shall take place upon vessel being free of cargo, irrespective of redelivery ranges.
 
56.                                  Oil Pollution
 
Owners guarantee to provide and maintain during the entire timecharter period at their expense and carry on board the vessel a valid U.S. Certificate of Financial Responsibility. Owners also guarantee to have secured current certificates for other countries/federal states or municipal or other division or authority thereof, where guarantees are required. All such certificates to be valid throughout the entire timecharter period.
 
The Charterers shall in no case be liable for any damage as a result of the Owners’ failure to obtain the aforementioned certificates. Time lost by non-compliance to be considered as off-hire and may be deducted from hire and Owners hold Charterers harmless against any consequential losses, damages or expense.
 
57.                                  On/Off-Hire Survey
 
A joint on/off bunker and condition survey to be carried out by a mutually agreed surveyor. Time and cost of same to be equally shared between Owners and Charterers.
 
58.                                  Panama/Suez Canal
 
Owners warrant that the vessel is fitted for the transit of the Suez and Panama Canal. Should the vessel not meet these or other canal requirements, Charterers may suspend hire for all time thereby lost and Owners to pay all expenses resulting from such failure as a consequence thereof.
 
59.                                  Deleted.
 
60.                                  Power Clause
 
The vessel to supply free of expense to Charterers’ account 440 volt 3 phase 60 cycles and 40 kva per crane from engine room switchboard, provided that such crane cannot be used for cargo operation. Forklift trucks/bulldozers/grabs/magnets etc., shall be allowed to be used in the holds if necessary, but always subject to vessel’s permissible strength.
 
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Charterers have the right to fit magnets or other loading/discharging equipment customary to the trade onto vessel’s cranes subject to vessel’s lifting capacity.
 
61.                                Protective Clauses
 
The New Both-to-Blame Collision Clause, The New Jason Clause, Baltic Conference War Risks Clause for Timecharters 1993 (Code name Conwartime 1993), P & I Bunkering Clause and Hague Rules Legislation, as applicable and attached are all to be considered as part of this Charter Party and all Bills of Lading issued under this Charter shall be subject to all said clauses and contain Voywar 1993.
 
The USA/Canadian Clause Paramount as applicable or the Hague Rules as enacted in countries other than the USA or Canada as applicable to be incorporated in all Bills of Lading, except where Hamburg Rules are mandatory.
 
62.                                  Punctual Payment
 
Referring to lines 60 and 61, where there is any failure to make “punctual and regular payment” due to errors or omission of Charterers’ employees, bankers or Agents or otherwise for any reason where there is absence of intention to fail to make payment as set out, Charterers shall be given by Owners 3 banking days notice to rectify the failure and where so rectified the payment shall stand as punctual and regular payment.
 
63.                                  Sea Carrier Initiative Agreement
 
Owners and Charterers confirm that they are both signatories to the Sea Carrier Initiative Agreement in order to co-operate with the U.S. Customs Service in the fight against the drug menace.
 
64.                                  Smuggling
 
Owners to be free from responsibility for any consequences owing to smuggling, unless caused by vessel’s Officers and/or crew or Owners’ servants.
 
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65.                                  Stevedore Damage
 
Should any damage be caused to the vessel or her fittings by the Charterers or their stevedores the Master is to
 
a)                                       Give written notice to the Charterers as soon as practicable after occurrence of particulars available of the damage caused and name of the party allegedly responsible for the damage.
 
b)                                      Promptly, but latest within 24 hours, give written notice to the party allegedly responsible, giving particulars available of the damage and its alleged cause and where possible try to obtain the written acknowledgement of liability from such party, or failing that, try to obtain the acknowledgement of receipt of such notice.
 
c)                                       As soon as practicable arrange, in conjunction with Charterers’ Agents, for the damage to be surveyed and an estimate of the repair costs given.
 
Failing the aforementioned the Charterers are not to be responsible for such damage and/or loss of time, except for hidden damage which must be attended to as per the above procedure as soon as discovered, but latest upon completion of the voyage in question.
 
Charterers shall have the liberty to redeliver the vessel without repairing the damages for which Charterers are responsible as long as same does not affect the vessel’s sea and cargo worthiness, but Charterers undertake to reimburse costs of repairs against production of repair bill by repairers and/or dockyard, unless otherwise mutually agreed. Stevedore damages affecting the vessel’s sea and cargo worthiness for which Charterers are liable to be made good to the satisfaction of the class surveyor immediately at Charterers’ time and expense.
 
66.                                  Taxes
 
Taxes and/or dues and/or charges whatsoever imposed on cargo by any local or national authorities arising out of trade under this Charter Party to be borne by Charterers. Taxes levied by governments other than that of Owners’ domicile or vessel’s flag on earnings under this Charter Party other than the hire payable to Owners shall be for Charterers’ account.
 
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67.                                  Trading Exclusions
 
The vessel is to be employed in lawful trades for the carriage of lawful merchandise only between good and safe berths, ports or areas where the vessel can safely lie always afloat, except at such places in Argentina/Brazil/Uruguay/Buenaventura/River Belt area Nigeria (Lagos/Port Harcourt/Calabar) where it is customary for the similar size and dimensions of vessels to safely lie aground, which is always at Charterers’ risks and subject to the permissible/prevailing draft at entrance of the NAABSA port declared by port authorities/pilot and always subject to the discretion of Master.
 
NAABSA trading at any other place not listed above to be subject to Owners’ and Owners’ hull Underwriters’ prior approval which not to be unreasonably withheld. The Charterers are to furnish the Owners with all relevant information of the port/s in question with conditions.
 
The vessel is to be employed within IWL especially excluding Russian Pacific ports (as long as the present regulations in the trading countries, including but not limited to Canada and U.S.A apply restricting vessels trading there after calling Russian Pacific ports), Cambodia, Turkish occupied Cyprus, Kuwait, Iraq, Somalia, Yemen, Ethiopia, Israel and Israelian controlled territories, Lebanon, Syria, Libya (including Gulf of Sidre/Sirte), Congo (Democratic Republic of formerly Zaire), Liberia, Sri Lanka, Sierra Leone, Eritrea, Angola (including Cabinda, Haiti, Cuba, Burma (Myanamar), North Korea, Sudan, Syria, Albania, former Yugoslavia unless allowed by United Nations and approved by Owners’ P & I Club (but Slovenia and Croatia allowed), all war, warlike and war risk zones declared from time to time by the London War Committee on war risk trading warranties The vessel is not allowed at any time to trade to the ports/areas which are prohibited from trading by the United Nations and/or international organization of the U.N. and/or the authorities of the country under which flag the vessel is flying. No direct sailing between mainland China and Taiwan, between South and North Korea. Vessel cannot call Babo (Indonesia) for loading logs.
 
If vessel calling Yemen, Lebanon, Iran, Congo, Libya it will be subject Owners’/Owners’ P & I prior approval, which should not be unreasonably withheld.
 
Charterers’ option to breach IWL but always subject to Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium.
 
20

 
Charterers’ option to breach war risk warranty subject Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium and crew war bonus according to ITF scale. Owners’ approval should not be unreasonably withheld. Charterers permission to proceed via Suez/Red Sea without obtaining Owners’ prior approval, but additional premium for Charterers’ account.
 
Should the political situation in any of the excluded countries change to the extent that trading vessel to countries in question becomes acceptable and usual practice, Owners to consider any request from the Charterers to trade such countries, however always subject to Owners’ approval.
 
68.                                  U.S. Trade - Unique Bill of Lading Identifier Clause
 
The Charterers warrant that each transport document accompanying a shipment of cargo destined to a port or place in the United States of America shall have been endorsed with a unique Bill of Lading identifier as required by the U.S. Customs Regulations (19 CFR Part 4 Section 4.7.A) including subsequent changes, amendments or modifications thereto, not later than the first port of call.
 
Non compliance with the provisions of this Clause shall amount to breach of warranty for the consequences of which the Charterers shall be liable and shall hold the Owners harmless and shall keep them indemnified against all claims whatsoever which may arise and be made against them.
 
Furthermore, all time lost and all expenses incurred including fines as a result of the Charterers’ breach of the provisions of this Clause shall be for the Charterers’ account.
 
69.                                  Warranties
 
Owners warrant that the vessel
 
•                                           is not blacklisted by Arab countries nor anywhere else within the agreed trading limits
 
•                                           has not traded Cambodia, Cuba, Israel and North Korea
 
•                                           is eligible for bunkers in the United States of America, its territories and possessions in accordance with directives from the United States Department of Commerce, Office of International Trade.
 
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70.                                  Hold Cleanliness
 
See line 22 of printed form
 
71.                                  Weather Routing
 
The Charterers may supply an independent weather bureau advice to the Master during voyages specified by the Charterers and the Master shall comply with the reporting procedures of the weather bureau, however the Master remains responsible for the safe navigation and choice of route.
 
Evidence of weather conditions shall be taken from the vessel’s deck logs and independent weather bureau’s reports. In the event of a consistent discrepancy between deck logs and the independent weather bureau’s reports, the independent bureau’s reports shall be taken as ruling.
 
72.                                  Drydocking Clause
 
Charterers shall upon receipt of minimum 30 days notice from the Owners agree to release the vessel from their employment free of cargo for the purpose of drydocking. Owners to respect Charterers’ trading pattern and accept to take the vessel in between Charterers’ scheduled employment wherever this may be. The actual drydocking place, port to be Owners’ choice. Vessel is to go off-hire at the time/place where she deviates from her course and to go on-hire when she is again ready at Charterers’ disposal in the same or equidistant position at Charterers’ option as when she went off-hire. If vessel is to drydock at a port where Charterers are loading/discharging/bunkering her, then vessel to go off-hire on leaving load/discharge/bunker place and to go on-hire again on leaving drydock.
 
All bunkers consumed during off-hire are for account of Owners. Unless otherwise agreed, Owners to deliver vessel to Charterers after drydocking with same quantity of bunkers on board as when she was redelivered to Owners.
 
73.                                  Hose Test Clause
 
Charterers have the right to carry out any test including but not limited to ultrasonic test, hose test and chalk test on hatch covers during the entire period of the Charter.
 
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74.                                  Bimco War Cancellation Clause
 
Either party may cancel this Charter Party on the outbreak of war or hostilities between any two or more of the following countries : the United States of America, Russia, the United Kingdom, France, People’s Republic of China.
 
75.                                  Grab Fitting/Operation Clause
 
Charterers have the option of fitting vessel with grabs at their time and expense. The initial fitting of grabs are to be at Charterers’ expenses/risk and stowage to be in accordance with class/Owners’ approval. Owners shall not be responsible for any losses or damages caused to the grabs placed on board the vessel by the Charterers and all grab fittings to be removed and all welding points to be restored to the original condition upto Master’s satisfaction by the Charterers prior to redelivery.
 
Grabs and its accessories fitted on board to remain Charterers’ property. The Owners undertake to maintain the grabs and its accessories as per instruction manual. Master to forward details report every 3 months as to the condition of grabs and maintenance performed since last report. Charterers to pay USD 500 per month to Owners’ bank account for the above mentioned works. Charterers undertake to pay all expenses in respect of repair and maintenance of the grabs and Owners not to be responsible for any breakdown.
 
76.                                  Deleted.
 
77.                                  Bimco Standard ISM Clause
 
From the date of coming into force of the International Safety Management (ISM) Code in relation to the vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.
 
Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the ISM Code shall be for the Owners’ account.
 
78.                                  Deleted
 
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79.                                  Bimco ISPS Clause for Time Charter Parties:
 
a) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and the Company. Upon request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style contact details of the Company Security Officer (CSO).
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Owners or the Company to comply with the requirements of the ISPS Code or this Clause shall be for the Owners’ account.
 
(b) (i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact details and, where sub-letting is permitted under the terms of this Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the CSO and the SSO/Master. Furthermore, the Charterers shall ensure that all sub-charter parties they enter into during the period of this Charter Party contain the following provision:
 
The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under the terms of the Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners.
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers’ account.
 
(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the Charterers’ account, unless such costs or expenses result solely from the Owners’ negligence. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners’ account.
 
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(d) If either party makes any payment which is for the other party account according to this Clause, the other party shall indemnify the paying party.
 
U.S. Customs Advance Notification/AMS Clause for Time Charter Parties
 
a)                                       If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Charterers shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:
 
i)                                          Have in place a SCAC (Standard Carrier Alpha Code);
ii)                                       Have in place an ICB (International Carrier Bond);
iii)                                    Provide the Owners with a timely confirmation of i) and ii) above; and
iv)                                   Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs and provide the Owners at the same time with a copy thereof.
 
b)                                      The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, the Vessel shall remain on hire.
 
c)                                       If the Charterers’ ICB is used to meet any penalties, duties, taxes or other charges which are solely the responsibility of the Owners, the Owners shall promptly reimburse the Charterers for those amounts.
 
d)                                      The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.
 
80.                                  Owners have the option to change vessel’s flag.
Flag change to be subject to Charterers’ acceptance of flag to be flown, which not to be unreasonably withheld.
 
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81.                                  Owners have the option to sell the vessel.
New Owners to be subject to Charterers’ prior approval, which not to be unreasonably withheld. New Owners to remain responsible for due fulfilment of this Timecharter.
 
82.                                  Mortgage and Assignment
 
Charterers agree that Owners may grant to its financiers an assignment of this Charter and all the Owners’ rights, title, interest and benefits therein, including the right to receive Charter hire and other sums and may grant a mortgage and such other security documents as the financiers shall require. The Charterers agree to acknowledge and consent to be bond by notice of any assignment of this Charter executed by Owners.
 
83.                                  Owners’ bank

BENEFICIARY:	 	GENCO PIONEER LIMITED	
 	 	TRUST COMPANY COMPLEX,	
 	 	AJELTAKE ROAD, AJELTAKE ISLAND, MAJURO,	
 	 	MARSHALL ISLANDS MH 96960	
 	 	 	
RECEIVING BANK:	 	NORDEA BANK FINLAND PLC – NEW YORK BRANCH	
 	 	437 MADISON AVENUE,	
 	 	NEW YORK, NY 10022	
 	 	 	
SWIFT:	 	NDEAUS3N	
 	 	 	
ABA ROUTING NO:	 	026010786	
 	 	 	
BENEFICIARY	 	 	
ACCT.NO.	 	7434502001	
 
26

 
BOTH TO BLAME COLLISION CLAUSE
 
If the liability for any collision in which the vessel is involved while performing this Charter Party fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim against the carrying ship or carrier.
 
The foregoing provisions shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.
 
GENERAL AVERAGE AND THE NEW JASON CLAUSE
 
General Average shall be payable according to the York/Antwerp Rules 1974 but where the adjustment is made in accordance with the law and practice of the United States of America, the following clause shall apply:
 
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever whether due to negligence or not, for which or for the consequence of which the carrier is not responsible by statute, contract or otherwise, the goods, shippers, consignees or owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.
 
If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.
 
and the Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.

 
P & I BUNKERING CLAUSE
 
The vessel shall have the liberty as part of the contract voyage and at any stage thereof to proceed to any port or ports whatsoever whether such ports are on or off the direct and/or customary route or routes to the ports of loading or discharge named in this Charter and there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks, deeptanks and any other compartment in which oil can be carried whether such amount is or is not required for the chartered voyage.
 
BIMCO Standard War Risk Clauses for Time Charters 1993 Code Name “CONWARTIME 1993”
 
1                                           For the purpose of this Clause the words:
 
a)               “Owners” shall include the shipowners, bareboat Charterers, disponent Owners, managers or other operators who are charged with the management of the vessel and the Master and
 
b)              “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 or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group or the government of any state whatsoever which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the vessel, her cargo, crew or other persons on board the vessel.
 
2                                           The vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through any port, place, area or zone (whether of land or sea) or any waterway or canal, where it appears that the vessel, her cargo, crew or other persons on board the vessel, in the reasonable judgement of the Master and/or the Owners may be, or are likely to be, exposed to war risks. Should the vessel be within any such place as aforesaid which only becomes dangerous or is likely to be or to become dangerous after her entry into it, she shall be at liberty to leave it.
 
3                                           The vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels or is imposed selectively in any way whatsoever against vessels of certain flags or ownership or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a billigerents right of search and/or confiscation.
 
4
a)               The Owners may effect war risks insurance in respect of the hull and machinery of the vessel and their other interests (including but not limited to loss of earnings and detention, the crew and their Protection and Indemnity risk) and the premiums and/or calls therefore shall be for their account.

 
b)              If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to the Charterers’ orders, the vessel is within or is due to enter and remain within any area or areas which are specified by such Under-writers as being subject to additional premiums because of war risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.
 
5                                           If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then such bonus or additional wages shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due.
 
6                                           The vessel shall have liberty:
 
a)               to comply with all orders, directions, recommendations or advice as to departure, 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 the vessel sails, or other government to whose laws the Owners are subject, or any other government, body or group whatsoever acting with the power to compel compliance with their orders or directions;
 
b)              to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;
 
c)               to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supernational body which has the right to issue and give the same and with national laws aimed at enforcing the same to which the Owners are subject and to obey the orders and directions of those who are charged with their enforcement;
 
d)              to divert and discharge at any other port any cargo or part thereof which may render the vessel liable to confiscation as a contraband carrier.
 
e)               to divert and call at any other port to change the crew or any part thereof or other persons on board the vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.
 
7                                           If in accordance with their rights under the foregoing provisions of this Clause the Owners shall refuse to proceed to the loading or discharging ports or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.
 
8                                           If in compliance with any of the provisions of sub-clause (2) to (7) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.

 
APPENDIX A – VESSEL’S DESCRIPTION
 
M.V. “TOP PIONEER”

HONG KONG FLAG BLT 1999, DOUBLE HULL SD LOG FTD BC	
29,952MTDW ON 9.994M SSW (TPC ABT 40-64)	
LOA/BM	170.0/27.0M	
GRN/BALE	39,152/38,819CBM	
GRT/NRT	18,036/10,227	
5HO/5HA	
4X30T CRANES	
ABT 14K(L)	/	14.5K(B) ON ABT 23.5 MT IFO 180CST + ABT 1.5MT IFO	
180CST FOR G/E IN CALM SEA AND FAIR WEATHER CONDITION WITH WIND	
SPEED UP TO AND INCL BEAUFORT SCALE 4	
IN PORT CONSUMPTION	:	
ABT 3.5MT IFO (WORKING)	
ABT 2.0MT IFO (IDLE)	
NDAS BUT VSL HAS LIBERITY OF USING MDO WHEN MANOEUVRING,	
IN/OUT OF PORTS, STARTING OF A/E, NAVIGATING IN SHALLOW/	
RESTRICTED/BUSY WATERS, POOR WEATHER, CANALS AND RIVERS	
BUNKER SPEC	:	
FO-IS08217 RME25(1996E)	
DO-IS08217 DMB (1996E)	
HATCHCOVER	:	FOLDING TYPE	
HATCH DIMEN	:	1)	12.4 X 14.4M 2-5)	18.6 X 17.6M	
HEIGHT OF FIXED AND HINGED STANCHION	
H/l	5.6M (FROM UPPDER DECK SIDE LINE)	
H/2-5	8.1M (FROM UPPER DECK SIDE LINE)	
HOLD DIM (LENGTH X WIDTH(FWD) X WIDTH(AFT)) IN M:	
H1	20.8 X 8.3 X 22.2	
H2	26.9 X 22.2 X 25.2	
H3	26 X 25.2 X 25.2	
H4	26.9 X 25.2 X 25.2	
H5	27.9 X 25.2 X 24	
FLAT TANK TOP DIMENSIONS	
W (F/A) / L - ALL IN METERS	
1)	 3.4/15.8 / 20.8	
2)	16.0/20.1 / 26.9	
3)	20.1/20.1 / 22.3	
4)	20.1/20.1 / 26.9	
5)	20.1/ 6.0 / 27.9	
																
ALL ABOUT
 
VSL’S ITINERARY ASF:

 
Charterers Questionnaire

01-FLAG: HONG KONG, P.R.CHINA / NATIONALITY OF CREW: P.R.CHINA	
FULL ITF CONFIRMED	
02-BUILT AT OSHIMA SHIPYARD, JAPAN, IN JAN 1999	
CLASS: ABS / NO PREVIOUS NAME	
03-ENG/BRIDGE AFT CONFIRMED	
04-VSL IS A REGULAR SINGLEDECK SELFTRIMMING BULKCARRIER CONFIRMED	
05-LOA:170M, BEAM: 27M AND DEPTH MOULDED: 14.10M	
06-A)	DEADWEIGHT	DRAFT	TPI/TPC	
SUMMER SW	29,952MT 9.994M	40.64MT	
WINTER SW	29,107MT 9.786M	40.47MT	
TROPICAL SW	30,800MT 10.202M	40.79MT	
TROPICAL FW	30,782MT 10.423M	40.94MT	
B) VESSEL’S LIGHTWEIGHT 6,122MT	
07-CONSTANTS EXCLUDING FRESHWATER: 260MT	
08-DAILY FW CONSUMPTION: 8MT	 	
 	
FW CAPACITY: 248MT	
CAPACITY OF FW EVAPOURATOR: 15MT PER DAY	 	 	
09-GRAIN & BALE TOTAL: 39,152CBM	/	38,819CSM	
NO. l	4,558	/	4,490	 	 	
NO. 2	8,667	/	8,611	 	 	
NO. 3	8,588	/	8,518	 	 	
NO. 4	9,003	/	8,940	 	 	
NO. 5	8,346	/	8,260	 	 	
10-SPEED: 14.0(L)/14.5(B) KNOTS ON A CONSUMPTION OF ABOUT 23.50MT OF IFO	
ECO SPEED: 12.5 KNOTS ON A CONSUMPTION OF 17.8MT OP IFO PER 24 HOURS	
11-PORT CONSUMPTION IDLE AND WORKING IFO: 2.0MT/3.5MT	
MDO IS NOT USED IN NORMAL CONDITION, BUT VSL HAS LIBERTY TO USE MDO	
WHEN MANEUVERING IN/OUT OF PORTS, STARTING OF A/E, etc,	
12-MAXIMUM BUNKER CAPACITY: IFO/MDO 1056. 8MT/80.0MT	
13-BALLAST TANK CAPACITY: 10,214MT,	
HOLD CAPACITY: 8,803MT (NO. 3 HOLD)	
14 -NUMBER OF HATCHES: 5	
A)	HATCH DIMENSIONS: NO.1 12.40 X 14.40M, NO. 2/3/4/5: 18.60 X 17.60M	
B)	TYPE OF HATCH COVERS:	
 	EL HYDRAULIC WAY OF ROLLING, FORE /AFT, DOUBLE SKIN	
C)	CONFIRM HATCHES ARE FITTED WITH PERMANENT CEMENT HOLES	
 	DIMENSIONS: DIA700MM, 2 FOR EACH HOLD, CLOSE TO CENTER POSITION.	
D)	DISTANCE FROM FWD HATCH COAMING OF NO. 1 TO AFT HATCH COAMING OF NO. 5:	
 	132. 3M	

 
15-NUMBER OF HOLDS: 5
A) HOLD DIMENSIONS PER HOLD:
NO.1: 20.8 X 8.3(F)/22.2(A) X 12.6M
NO.2: 26.9 X 22.2(F)/25.2(A) X 12. 6M
NO.3: 26.0 X 25.2(F)725.2(A) X 12.6M
NO.4: 26.9 X 25.2(F)/25.2(A) X 12.6M
NO.5: 27.9 X 25.2(F)/24.0(A) X 12-6M
B) TANKTOP FLATFLOOR DIMENSIONS EXL CORRUGATIONS PER HOLD (L X B)
NO.1 20.8 X 3.4(F)/15.8(A)
NO.2 26.9 X 16.0(F)/20.1(A)
NO.3 26.0 X 20.1(F)/20.1(A)
NO.4 26.9 X 20.1(F)/20.1(A)
NO.5 27.9 X 20.1(F)/ 6.0(A)
C) THE HOLDS ARE HOPPERED
D) CONFIRM NO OBSTACLES/OBSTRUCTIONS/PILLARS/CONTAINERS SHORES
E) CONFIRM TANKTOP IS SUITABLE FOR GRAB DISCHARGE
F) C02 IS FITTED IN ALL CARGO HOLDS
G) FITTED WITH AUSTRALIAN LADDERS
H) NATURAL VENTILATION
16-GEAR: 4 DECK CRANES, TYPE: SSHS3024, SWL/30MT,
NO.1  BETWEEN HOLDS NO.1 & NO.2
NO.2  BETWEEN HOLDS NO.2 & NO.3
NO.3  BETWEEN HOLDS NO.3 & NO.4
NO.4  BETWEEN HOLDS NO.4 & NO.5
A)   MAXIMUM OUTREACH FM SHIPSIDE AND CORRESPONDING SWL: 10.5M X 30MT
B)    SLEWING/HOISTING SPEED: 0.75RPM / 19/26/56 METRES PER MINUTE
C)    CONFIRM VSL CAN SUPPLY 440 VOLT 3 PHASE 60 CYCLES AND 40  KVA PER
CRANE FM ENGINE FOOM
17-NO GRABS
18- A)MAXIMUM PERMISSIABLE UNIFORM LOAD ON TANKTOP-DECK-HATCHCOVERS:
NO.1 7100 MT
NO.2 7500 MT
NO.3 12800 MT
NO.4 7800 MT
NO.5 9700 MT
B)  MAXIMUM PERMISSIABLE LOCAL STRENGTH ON TANKTOP
NO.1 21.8 MT/CM2, NO.2. 20.0 MT/CM2, NO.3 21.2 MT/CM2
NO.4 20.0 MT/CM2, NO.5 20.0 MT./CM2
 
19-CONFIRMED
20-CONFIRMED
21-CONFIRMED
NO.2 & NO.4 HOLDS MAY BE LEFT EMPTY WHEN OTHER HOLDS FULLY LADEN

 
22-CONFIRMED VESSEL IS FOLLY LOGS/TIMBER FITTED
A) STANCHION TYPE N/A, HEIGHT: 8M
B) DECK CUBIC CAPACITY: 16,652CBM
23- DISTANCE FM WATERLINE TO TOP OF HATCHCOAMING IN BALLAST INCLUDING NO. 3
HOLD BALLASTED/EXCLUDING NO.3 BALLASRED: NO.1 HATCH 9.49M/11.89M
NO. 5 HATCH 9.29M/10.49M
24 -DISTANCE FM KEEL TO HIGHEST POINT: 40.97M
25-CONFIRMED
26-CONFIRMED
27-CONFIRMED
28-ADDITIONAL INFORMATION:
A-OFFICIAL NUMBER:HK-0970
B-NUMBER IN LLOYDS REGISTER: ABS 9935706
C-HOME PORT: HONG KONG
D-CALL SIGN: VRYI4, INM-SAT B: TLX 347721640 A/B TPNR,
INM-SAT C: TLX 447721610, INM-SAT B: TEL 347721610, FAX: 347721620,
EMAIL: tpn@tgship.amosconnect.com
E-GT/18,036 NT/10,227 / PANAMA: GT/15,079
SUEZ: GT/18,776.35  NT/16, 558. 45
F-MASTER: LI LIN, C/O: DING JIANWU, C/E: LIN YONGCHUAN
G-P & I CLUB:
THE LONDON STEAM-SHIP OWNERS’ MUTUAL INSURANCE ASSOCIATION LTD.
HEAD OWNERS: TOP PIONEER MARITIME INC.
TO OWNERS: CLIPPER DENMARK A/S
H-UNDERWRITERS:
THE LONDON STEAM-SHIP OWNERS’ MUTUAL INSURANCE ASSOCIATION LTD
I - INSURED VALUE: USD24,200,000.00 (HM+IV)
J-OWNING COMPANY:
 
MANAGING COMPANY:
TOP GLORY SHIPPING COMPANY LIMITED
27/F., TOP GLORY TOWER, 262 GLOUCESTER ROAD, CAUSEWAY BAY
HONG KONG
 
K-OWNERS BANK STYLE AND ACCOUNT NUMBER:
SEE CLAUSE 83

 

L-LAST DRYDOCKED:	4TH NOVEMBER, 2003, MALTA	 	
M-LAST/NEXT SS	03.11. 2003/30. 01. 2009	
N-LAST 6 CARGOES CARRIED:	 	
 	 	
O-YES.	JAN 2004 CARRIED GRAIN FROM NEW ORLEANS TO SFAX,   TUNISIA	
P-NO.	 	
Q-FULL STYLE OF AGENTS AT LAST PORT PRIOR TO DELIVERY:	 	

29- Confirmed the company has a valid DOC (for bulk carrier) issued by ABS on 15 JAN 2003.
Confirmed the vessel has a valid ISM SMC issued by ABS on 31 March 2003.

Exhibit 10.11

	 	Time Charter	 	[SEAL]	
 	 	 	 	 	
 	 	GOVERNMENT FORM	 	 	
Approved by the New York Produce Exchange	
November 6th, 1913 - Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946	
 
This Charter Party , made and concluded in London                                                30th day of November, 2004               19       Between GENCO PROGRESS LIMITED, MARSHALL ISLANDS                                                                             Owners of the good Hong Kong                    Steamship /Motorship “TOP PROGRESS” to be renamed “GENCO PROGRESS”            of        of 18,036                     tons gross register, and 10,227                        tons net register, having engines of                                 indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classed A.B.S.                                               at                                                of about 39,152                    cubic metres grain feet bale capacity, and about 29,952 metric                      tons of 2240 lbs deadweight capacity ( cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship’s deadweight capacity, allowing a minimum of fifty tons ) on a draft of 9.994               feet metres           inches on salt                   Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about                   tons of fuel, and capable of steaming, fully laden throughout the currency of this Charter Party , under good weather conditions about 14 knots (Laden)/14.5 knots ( Ballast ) on a consumption of about 23.5 metric tons Intermediate Fuel Oil (180 CST) plus about 1.5 metric tons Intermediate Fuel Oil (180 CST) tons of best Welsh coal best grade fuel oil best grade Diesel oil, now trading                                                                                                     and LAURITZEN BULKERS A/S                              Charterers of the City of COPENHAGEN
 
Witnesseth , That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about for minimum 20 months/maximum 24 months, counting from 30th November, 2004, timecharter in Charterers’ option via safe        anchorage(s), safe berth(s), safe port(s),                          always accessible, always afloat and always within Institute Warranty Limits with lawful/harmless merchandise within below mentioned trading limits , but always subject to Owners’s cargo/trading exclusions clause .  Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party. Acceptance of delivery by Charterers shall not constitute any waiver of Owners’ obligations hereunder.   Vessel to be placed at the disposal of the Charterers, at                                                                                                                                                                                                                                                       in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No. 6), as the Charterers may direct.  If such dock, wharf or place be not available time to count as provided for in clause No. 5.   Vessel on her arrival first loadport of this Charter delivery to be clean and ready to receive Charterers’ intended cargo with clean-swept holds (in case vessel’s holds are not ready as specified by governmental or local independent surveyors, the vessel will be placed off-hire from the time of such failure until passing holds re-inspection and any directly related expenses incurred thereby to be for Owners’ account) and tight, staunch, strong and in every way fitted for the ordinary service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers , excluding see Clause 37                                                           ( vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America Trading exclusions see also Clause 67                                                                         and/or Europe

 
and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic, Charterers have the option to breach Institute Warranty Limits, but always subject to Owners’ and Owners’ insurance Underwriters’ approval which not to be unreasonably withheld and to pay additional premium.                                                                                                                      as the Charterers or their Agents shall direct, on the following conditions:
 
1.             That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew and watchmen other than compulsory; shall pay for the insurance of the vessel, also for all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull, cargo spaces , machinery and equipment for and during the service.
 
2.             That whilst on hire the Charterers shall provide and pay for all the fuel except as otherwise agreed, Port Charges, Canal tolls , compulsory Pilotages, Agencies, Commissions, Consular Charges (except those pertaining to the Crew), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which Owners are vessel is responsible, then all such charges incurred shall be paid by the Owners. Fumigations ordered because of illness of the crew or cargoes carried prior to delivery to be for Owners account.  Fumigations ordered because of cargoes carried or ports visited while vessel is employed under this charter to be for Charterers account.  All other fumigations to be for Charterers account after vessel has been on charter for a continuous period of six months or more.
 
Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage and shifting boards and any other fittings already aboard vessel.  Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.
 
3 .             That the Charterers, at the port of delivery, and the Owners, at the port of re delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less than                                                   tons and not more than                                                  tons and to be re delivered with not less than                                 tons and not more than                                     tons .  See Clause 35
 
4.             That the Charterers shall pay for the use and hire of the said Vessel at the rate USD 21,560 (Twenty one thousand, five hundred and      sixty Dollars) daily including overtime from day of fixing (30/11/2004) until 1st March, 2005, thereafter USD 17,250 (Seventeen thousand, two hundred and fifty Dollars) daily including overtime.  Hire payable every 15 days in advance to Owners’ designated bank account      United States Currency per ton on vessel’s total deadweight carrying capacity, including bunkers and stores, on                                      summer freeboard, per Calendar Month, commencing on and from the time day of her delivery, as aforesaid, and at and after the same rate for any part of a day month ; hire to continue until the time hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port any time day or night, Sundays and holidays included Charterer’s option within following ranges:
KANDLA/JAPAN RANGE including TAIWAN, THAILAND, INDONESIA, MALAYSIA,
UKC including full MEDITERRANEAN SEA
BOSTON/BAHIA BLANCA RANGE,
VANCOUVER/BALBOA RANGE,
GIBRALTAR/DOUALA RANGE
CAPE TOWN/MAPUTO RANGE
unless otherwise mutually agreed.  Charterers are to give Owners approximate 30 days then not less than 20/15/10/5/3/2/1 days notice of vessels expected date of re-delivery, and probable port.
 
5.             Payment of said hire to be made in New York in cash in United States Currency, semi-monthly 15 days in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the

 
hire, or bank guarantee or deposit , or on any fundamental breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers. First hire payment to be paid within 3 (three) banking days after delivery (see also Clause 43) . Time to count from 7 a.m. on the working day following that on which written notice of readiness has been given to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.
 
Cash for vessel’s ordinary disbursements at any port may be advanced as required by the Captain and approved by Owners , by the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances.
 
6.             That the cargo or cargoes be laden and/or discharged in any safe dock or at any safe wharf or safe place or safe anchorage in port or elsewhere that Charterers or their Agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessels to safely lie aground. Re: NAABSA see Clause 67
 
7.             That the whole reach of the Vessel’s Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers’ disposal, reserving only proper and sufficient space for Ship’s officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners                                           per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequences of the carriage of passengers, Charterers are to bear such risk and expense. No passengers allowed .
 
8.             That the Captain shall prosecute his voyages with the utmost dispatch, and shall render all customary assistance with ship’s crew and boats. The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards employment and agency; and Charterers are to load, stow, lash, unlash, secure and trim and discharge the cargo at their expense under the supervision of the Captain, who is to sign or when required by Charterers authorise the Charterers or their Agents to sign on his behalf Bills of Lading for cargo as presented, strictly in conformity with Mate’s or Tally Clerk’s receipts.
 
9.             That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.
 
10.           That the Charterers shall have permission to appoint a Supercargo at Charterers’ risk and expenses , who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch, said supercargo to sign Owners’ L.O.I. for riding on board . He is to be furnished with free accommodation, and same fare as provided for Captain’s table, Charterers paying at the rate of USD 10.00 $1.00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore’s Foreman, etc., Charterers paying USD 1350 lumpsum per 30 calendar days or pro-rata at the current rate per meal , for all such cables , victualling and entertainment .
 
11.           That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily deck and engine Logs, showing the course of the vessel and distance run and the consumption of fuel as well as revolutions of main engine and velocity of and direction of wind and sea, all in English language .
 
12.           That the Captain shall use diligence in caring for the cargo and for the ventilation of the cargo.
 
13.            That the Charterers shall have the option of continuing this charter for a further period of                                                                                                                                                                                                                                                                       on giving written notice thereof to the Owners or their Agents                             days previous to the expiration of the first named term, or any declared option.
 
14.            That if required by Charterers, time not to commence before                                                                           and should vessel not have given written notice of readiness on or before                                                                                   but not later than 4 p.m. Charterers or their Agents to have the option of canceling this Charter at any time not later than the day of vessel’s readiness.
 
15.           That in the event of the loss of time from deficiency and/or default and/or strike of men or deficiency of stores, fire, breakdown or damages to hull, machinery or equipment,

 
grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost and all extra directly related expenses may be deducted from hire ; and if upon the voyage the speed by reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra directly related expenses shall be deducted from the hire.
 
16.           That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted.
 
The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life and property.
 
17.           That should and dispute arise between Owners and Charterers, the matter in dispute shall be referred to three persons at London New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial men. See further Arbitration Clause 30.
 
18.           That the Owners shall have a lien upon all cargoes, all sub-hire freight and all sub-freights for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.
 
19.           That all derelicts and salvage shall be for Owners’ and Charterers’ equal benefit after deducting Owners’ and Charterers’ expenses and Crew’s proportion. General Average shall be adjusted, stated and settled in London, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of  York-Antwerp Rules  1990 and subsequent amendments 1924, at such port or place in the United States as may be selected by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of New York. In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted as the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods. Such each deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money.
 
In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices; losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship of ships belonged to strangers. Charter hire not contributable to General Average. General Average and Arbitration to be settled in London in accordance with English law.
 
Provisions as to the General Average in accordance with the above are to be included in all bills of lading issued hereunder.
 
20.           Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be allowed by Owners.
 
21.            That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary, at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

 
22.           Owners shall maintain the gear of the ship as fitted, providing gear (for all cranes derricks ) capable of handling lifts up to their maximum capacity in accordance with the description clause three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers’ account. Owners also to provide on the vessel power and electric light on deck and in cargo holds sufficient for night work in all holds simultaneously lanterns and oil for night work, and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers’ expense. The Charterers to have the use of any gear on board the vessel.
 
23.           Vessel to work night and day, if required by Charterers, and all cranes winches to be at Charterers’ disposal during loading and discharging; steamer Charterers to provide one craneman winchman per crane hatch to work cranes winches day and night, as required, Charterers agreeing to pay officers, engineers, winchemen,                                                                 deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship’s articles.  If the rules of the port, or labour unions, prevent crew from driving winches, shore Cranemen Winchmen to be paid by Charterers. In the event of a disabled crane or cranes winch or winches, or insufficient power to operate cranes winches , Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time in proportion to the number of working hatches and extra directly related expenses including standby expenses, which Charterers undertake to keep to a minimum level occasioned thereby.
 
24.           It is also mutually agreed that this Charter is subject to all the terms and provisions of and all the exemptions from liability contained in the Act of Congress of the United States approved on the 13th day of February, 1893, and entitled “An Act relating to Navigation of Vessels; etc.,” in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the attached protective clauses following clauses, both of which are to be included in all bills of lading issued hereunder:
 
U. S. A. Clause Paramount
 
This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this bill of lading be repugnant to said Act to any extent, such term shall be void to that extent, but no further.
 
Both to Blame Collision Clause
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non carrying ship or her owners as part of their claim against the carrying ship or carrier.
 
25.           The vessel shall not be required to enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging.
 
26.           Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, insurance, crew, acts of pilots and tugboats and all other matters, same as when trading for their own account.

 
27.           A commission of 2 1/2 1.25 per cent is payable by the Vessel and Owners to H.CLARKSON & CO.LTD. LONDON  on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.
 
28.           An address commission of 2 1/2 per cent payable to                                                                      on the hire earned and paid under this Charter.
 
Clauses 29 through 83 are to be fully incorporated within the terms of this Charter Party.

 	pr. Lauritzen Bulkers A/S	

 	/s/ Jens Ditlev Lauritzen	 	
 	Jens Ditlev Lauritzen	 	
 	President	 	

This Charter Party is a computer generated copy of the NYPE (Revised 3rd October, 1946) form printed under licence from the Association of Ship Brokers & Agents (U.S.A), Inc., using software which is the copyright of Strategic Software Limited.
 
It is a precise copy of the original document which can be modified, amended or added to only by the striking out of original characters, or the insertion of new characters, such characters being clearly highlighted by underlining or use of colour or use of a larger font and marked as having been made by the licensee or end user as appropriate and not by the author.

 
ADDITIONAL CLAUSES TO M.V. “TOP PROGRESS”
TO BE RENAMED “GENCO PROGRESS”
CHARTER PARTY DATED 30 TH NOVEMBER, 2004
 
29.                                  Additional Fittings
 
Charterers to have the option of welding padeyes and angles, only at the places approved by the Master at their own risk, arrangement and expense.
 
Charterers to remove all padeyes and angles and restore and paint the welding points back to the original condition upto Master’s satisfaction before redelivery, unless Owners request Charterers to maintain same without removal, in which case Charterers will be free from removing padeyes and angles. Charterers’ option to leave the padeyes as is on redelivery against paying Owners USD 10.00 each.
 
30.                                  Arbitration
 
This Charter Party shall be governed by English Law.
 
It is hereby agreed that all claims below USD 50,000 excluding interest and costs shall be settled as per LMAA Small Claims Procedure 1989.
 
31.                                  Arrest
 
Should the vessel be arrested during the currency of this Charter at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest and the Owners shall reimburse to the Charterers any expenditure which they may incur under this Charter in respect of any period during which by virtue of the operation of the Clause no hire is payable.
 
This Clause shall not apply should the arrest be caused through any fault on the part of the Charterers.
 
32.                                  Asian Gypsy Moth
 
Owners guarantee that the vessel meets all U.S./Canadian plant and quarantine regulations and has not called any Russian Pacific port since January 1997.
 
Furthermore, Owners guarantee the vessel is free of any stage of gypsy moth life, be it in the form of egg masses, larvae or live animals. Costs and consequences due to vessel not being able to enter U.S./Canadian ports or not being passed for loading by U.S./Canadian authorities on account of gypsy moth infestation to be for Owners’ account.
 
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33.                                  Bills of Lading
 
Charterers’ Bills of Lading to be used if required by Charterers without prejudice to the terms and conditions of this Charter Party. No through Bills to be issued under this Charter Party.
 
34.                                  Bulldozers
 
Charterers to have the option to use the bulldozers in vessel’s holds, provided not exceeding the tank top strength.
 
35.                                  Bunkers
 
Vessel to deliver with bunkers as on board, which expected to be about 550/650 mt Intermediate Fuel Oil and about 45/55 mt Marine Diesel Oil.
 
Bunkers on redelivery to be about same quantities.
 
Bunker prices both ends: USD 180.00 per metric ton IFO and USD 250.00 per metric ton MDO.
 
Charterers’ option to bunker vessel prior delivery, provided not interfering with discharge operations.
 
Value of delivery bunkers to be paid together with the first hire payment.
 
The Charterers may deduct from last sufficient hire payment(s) the estimated cost of bunkers on redelivery.
 
Charterers are to provide the vessel with bunkers in accordance with ISO standard 8217:1996 RME25 and DMB grades, but if Charterers cannot supply bunkers within said specifications Charterers shall have the option to supply respectively RMF25 and DMA grades.
 
In order to comply with the terms and conditions of the various bunker suppliers, the sample to govern quality shall be the sample drawn by the supplier and witnessed by the vessel’s Chief Engineer or surveyor appointed by the Owners. Analysis of said sample in accordance with the recognized ISO test methods at a mutually agreed reputable and dedicated laboratory shall be binding and conclusive for both parties.
 
Quantity supplied shall be finally determined by sounding of the tanks of the delivering barge or by reading of meters at shore installation.
 
If the bunker fuels supplied are proven to be unsuitable for burning in ship’s engines or auxiliary engines, Owners shall not be held responsible for any reduction in speed and/or increased consumption as per Charter Party.
 
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Owners and Charterers will work out a best possible solution to resolve if such proven unsuitable bunkers have already been supplied on board, failing which Owners have the right to order the vessel to de-bunker the unsuitable fuels remaining on board at Charterers’ time and expenses at a time and place to be mutually agreed between Owners and Charterers.
 
36.                                  Cargo Claims/ P & I Club
 
Owners guarantee that the vessel is entered and shall remain entered in a Protection and Indemnity Association which is a member of the Group of International P & I Clubs for the duration of this Charter Party. Entry shall include, but not to be limited to, ordinary cover for cargo claims.
 
Charterers are not responsible for any accident or damage to or on board the vessel which is normally covered with Owners’ Hull and Machinery policy, unless the damages are caused by the Charterers or for which the Charterers are responsible.
 
In the case of damage to and/or loss of cargo carried on the vessel in which Owners’ and/or Charterers’ liability could be involved under the terms of this Charter Party, as the case may be, the Owners and/or the Charterers shall be asked to grant time extensions for suit in each and every occurrence which should not be unreasonably withheld. The so granted extensions shall not prejudice the ultimate responsibility of both parties. Liability for cargo claims as between Charterers and Owners shall be apportioned as specified by the Interclub New York Produce Exchange Agreement effective from 1996 and its subsequent amendments.
 
Owners’ P & I Club: Skuld,
Charterers’ P & I Club: North of England
 
37.                                  Cargo Exclusions
 
All dangerous, hazardous, injurious, inflammable cargoes/goods/commodities as listed in the latest IMO D.G. Code and/or any subsequent modifications/amendments thereof, nuclear and radioactive cargo waste/material or its products, nuclear isotopes, war materials, arms and ammunitions, explosive materials, livestock/animals, mahogany logs, shavings, cotton, waste paper, expellers, copra, pyrites, resin, asbestos, fishmeal, meat bone meal, bones, hides of any kind, direct reduced iron ore, bulk borax, saltpetre, dangerous chemicals, zinc ashes, naphtha, petroleum or its products, asphalt, pitch (in bulk/drums), tar/bitumen or any of its products, ammonium nitrate (except for fertilizer grade)/sulphate, creosoted goods, acids, calcium carbide/chloride, hydrochloride, caustic soda, Indian coal, charcoal, motor spirits, fuel, motor blocks and metal turnings/shavings/borings/cuttings and all other unlawful commodities.
 
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Charterers are allowed to load a maximum 3 (three) cargoes of petcoke, 2 (two) cargoes of salt and 2 (two) cargoes of scrap per annum. It is agreed that the combined total number of the above cargoes shall be limited to 5 (five) per annum and subject to the following conditions:
 
Salt/Sulphur:
Salt/sulphur cannot be carried consecutively and/or vice versa.
Same cargo types (i.e. sulphur or salt alone) cannot be carried consecutively.
If such cargoes are carried as the last cargo prior to redelivery, Charterers to pay additional hold cleaning expenses as per salt/sulphur protective clauses.
 
If scrap and petcoke are carried as the last cargo prior to redelivery, Charterers to pay double for in lieu of cargo hold cleaning.
 
Ammoniun nitrate is not allowed, but ammonium nitrate fertilizer grade of IMO Code 5.1 UN No. 2067 is allowed and always subject to Charterers fully complying with the following conditions
 
Charterers to strictly comply with the transportation/loading requirements of the cargo as per IMO regulations.
 
Prior to loading a certificate signed by Charterers and Shippers in favour of Owners stating that all loading and transportation requirements according to IMO regulations are fully complied with.
 
Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Ammonium sulphate not allowed except fertilizer grade as per Appendix C of BC Code is allowed. Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Petcoke Protective Clause
 
Charterers are at liberty carry only three shipments of petroleum coke (whether it be full or part cargo) per annum, if exercised, on the following conditions:
 
a)                                       Petroleum coke mentioned herein only limited to the type of non hazardous/non dangerous green delayed type and/or calcined type.
 
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b)                                      If Charterers exercise such option, Charterers undertake to use holds as less as possible, provided vessel’s stability/trim and stress permit.
 
c)                                       Such cargo to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      Should any additional/special washdown of holds before loading be required when loading this cargo is to be recommended/proposed/required by Master, Charterers undertake to arrange the same at their time/expense.
 
e)                                       After discharge Charterers to arrange at their expense/time any additional/special materials (including chemical) required to carry out such holds treatment as the Master considers it necessary.
 
f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold surveys etc) and/or any detention through any of the above causes are for Charterers’ account.
 
Salt Protective Clause
 
Charterers are permitted to carry only two shipments of salt (whether it be full or part cargo and cannot be a consecutive voyages after carrying sulphur), per annum, if exercised on the following conditions:
 
a)                                       Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permitting.
 
b)                                      Before loading all holds assigned for salt are to be washed down by fresh water and painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)                                       Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      All freshwater used for irrigation onto salt during loading voyage/discharging are for Charterers’ account.
 
e)                                       After discharge Charterers undertake thorough cleaning of holds, including repainting and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
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f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes to be for Charterers’ account.
 
g)                                      Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Sulphur Protective Clause
 
Charterers are permitted to carry only one shipment of sulphur (whether it be full or part cargo and cannot be a consecutive voyage after carrying salt) per annum, if exercised, on the following conditions:
 
a)                                       Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permit.
 
b)                                      Before loading all holds assigned for sulphur are to be washed down by fresh water and then painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)                                       Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      All freshwater used for irrigation onto sulphur during loading/voyage/discharging to be for Charterers’ account.
 
e)                                       After discharge Charterers undertake thorough cleaning of holds, including repainting (if requested by Master) and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes are for Charterers’ account.
 
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g)                                      Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Cement Protective Clause
 
Charterers are permitted to carry only one shipment of bulk cement per annum under this Charter. Charterers are also responsible for the following
 
i)                                          Well protection to the bilge well of all holds to keep smooth suction while discharging hold washing water by using gum tapes (plasters) or so.
 
ii)                                       Removal of all cargo solidification due to hold sweating which is impossible to avoid by operation of the ventilation system.
 
iii)                                    Washing down of all holds by fresh water immediately after discharge.
 
iv)                                   Providing submerge pump to pump out all water in the holds after washing.
 
Silica Sand, Ferro Silicon and Soda Ash Clause
 
Owners are in any event not responsible for the hold condition for loading ferro silicon and/or silica sand and/or soda ash. If the vessel cannot pass the hold inspection at loading port(s), all time/expenses are for Charterers’ sole account.
 
Concentrate Clause
 
For loading concentrates, the stowage to be within vessel’s strength. All necessary separation if required to be properly erected up to surveyor’s and Master’s satisfaction at Charterers’ expense and time and cargo to be loaded, stowed, separated, trimmed and discharged etc. According to the latest IMO and other authorities’ regulations. At Master’s request Charterers to allow Owners to appoint P & I surveyor or independent surveyor to supervise loading, stowing, execution of separation etc., to surveyor’s agreement and Master’s satisfaction at Charterers’ time and expenses.
 
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Before loading concentrates Charterers to supply vessel Shipper’s certificate of flow moistures content evidencing cargo compliance with the latest IMO regulations, after loading cargo must be properly trimmed at Charterers’ time and expenses to surveyor’s and Master’s satisfaction.
 
Deck Cargo Clause
 
Deck cargo, if any, to be at Charterers’ risk, time and expenses including lashing, unlashing and securing basis:
 
a)                                       Deck cargo, if any, to be loaded strictly in conformity with cargo exclusion terms.
 
b)                                      Deck cargo to be loaded upto Master’s satisfaction and fully in accordance with vessel’s specification as to trim, stability and permissible strength.
 
c)                                       All Bills of Lading issued for deck cargo to be marked “Carried on deck at Shippers’ entire risk”.
 
d)                                      Vessel/Owners/Carriers will not be responsible for the damage and/or loss and/or wash away of the deck cargo.
 
e)                                       Owners are not responsible for loading of deck cargo and numbers of pieces stated in the Bills of Lading.
 
Pig Iron Clause
 
Charterers undertake that loading of the first layer of pig iron will not be released until touching tanktop and will not be dumped/dropped during loading. First layer of pig iron is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
Scrap Protective Clause
 
Charterers are permitted to carry only two shipments of scrap per annum, if exercised, on the following conditions:
 
a)                                       The scrap mentioned herein only limited to shredded scrap including HMS 1+2 must be non-oily and always excluding motor blocks and turnings and also excluding metal borings and cuttings.
 
b)                                      Charterers undertake to use as few holds as possible provided the vessel’s stability and stress permit.
 
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c)                                       Charterers undertake that loading of the first layer of scrap will not be released until touching tanktop and will not be dumped/dropped during loading. First layer of scrap is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
d)                                      Any extra expenses resulting therefrom/incurred thereby and/or any detention through any of the above causes are for Charterers’ account.
 
e)                                       Damage to the vessel caused by scrap, the liability of the Charterers are to be determined by pre-loading and post-discharging surveys. Such surveys are for Charterers’ account.
 
HBI Protective Clause
 
The Charterers have the option to load a maximum of one cargo BHP HBI ex Port Hedland, whether it be full or part cargo of HBI (hot briquetted iron) per annum, if exercised the following conditions apply:
 
a)                                       Only cargo of HBI from BHP’s HBI plant in Port Hedland, Australia is allowed.
 
b)                                      Charterers should exert every effort to ship such cargo for destination within the Far East area.
 
c)                                       Shipment of HBI cannot be a consecutive voyage after carrying salt or sulphur.
 
d)                                      Such cargo cannot be the last cargo prior to the redelivery.
 
e)                                       The Charterers undertake to use the least number of holds as possible provided the vessel’s stability, trim and stress permit.
 
f)                                         Before loading commences the Charterers at their time, risk and expense shall provide to the Owners and the Master for all the necessary certificates issued by a competent person as to the stability and suitability of the cargo for carriage, whether required by the IMO BC Code and/or by the competent authorities of the countries concerned.
 
A competent person, the appointment to be mutually agreed between Owners and Charterers, is an independent person or body recognized by the national administration of the country of shipment to be competent in the relevant certification.
 
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The Charterers undertake to provide to the competent authorities with the information as regards to the cargoes sheltered nature, storage period, storage condition and its temperature before loading, length, duration or any other applicable conditions of any specific voyage.
 
g)                                      Before loading commences the Charterers at their time, risk and expense shall obtain from the Shipper the certificate that the cargo material conforms with the requirements of the IMO BC Code.
 
h)                                      The Owners, at the Charterers’ time, risk and expense, shall have the liberty to appoint the local P & I correspondent to supervise either the whole cargo loading or discharging operation.
 
i)                                          The Charterers warrant that the cargo is to be loaded/stowed/segregated/trimmed/discharged strictly in accordance with the latest IMO BC Code and/or any other latest national and international regulations/rules applicable to such cargo.
 
j)                                          The Charterers further guarantee that the stevedores are to be provided with the loading, stowing and discharging requirements of the HBI cargo and see these requirements are strictly followed. Charterers are ultimately responsible for any loss/damage/consequences due to disintegration of the briquettes by starting loading in a customary manner which is slow loading initially then normal speed thereafter.
 
k)                                       The Master, at his sole discretion shall have the right to reject the cargo which does not conform with the IMO BC Code.
 
l)                                          The Owners and the Master shall have the discretion to suspend the cargo operation and close the hatches in consideration of the prevailing weather condition or the weather forecast. The suspension of cargo operation remains Charterers’ time.
 
m)                                    The Charterers undertake to thoroughly clean all holds used, twice with salt water and final wash by fresh water immediately after discharge. The fresh water so required for washing down all holds is to be supplied by the Charterers at their expense.
 
n)                                      The Charterers may alternatively request the vessel’s crew, subject to Master’s agreement, to render customary assistance in cleaning all cargo compartments as required under m) above paying USD 800 per used hold which is additional to the normal intermediate hold cleaning stipulated under Clause 51 of this Charter Party.
 
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Notwithstanding the above, all intermediate hold cleaning are at Charterers’ time/expense/risk and responsibility and in any case Owners are not responsible for passing cargo hold cleanliness inspection.
 
o)                                      The Owners/Master shall have the option to deviate, make for a port of refuge and seek assistance should the Master suspect a serious abnormality in the temperature of the cargo during the voyage or any damages that may cause the potential hazard to the cargo and/or the common interests in the vessel. The deviation of such shall be for Charterers’ time, risk and expense.
 
p)                                      In case of any dispute arising out of cargo operations, Owners’ independent P & I representative is to be deemed the final ruling and the cost of the Owners’  P & I representative is to be paid and borne by the Charterers.
 
38.                                  Certificates/Vaccinations
 
Owners are obliged to deliver and maintain throughout the currency of this Charter Party the vessel, her crew and anything pertaining hereto supplied with up-to-date and complete certificates (including Oil Pollution Certificates), approvals, equipment and fittings enabling the vessel and her crew to trade within the trading limits and to load, carry and discharge all cargoes permitted under this Charter Party.
 
Officers and crew to comply with vaccination and sanitary regulations in all ports of call and corresponding certificates to be available onboard, enabling the vessel to obtain radio free pratique.
 
If requested, Owners to provide Charterers with copies of any certificates/approvals.
 
Any time lost and all extra directly related expenses resulting from Owners’ non-compliance with the above to be for Owners’ account and may be deducted from hire.
 
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39.                                  Crew Service
 
With reference to Clause 8 of this Charter Party “customary assistance” shall include but not be limited to:
 
a)                                       All opening and closing of hatches, when and where required, if permitted by local regulations.
 
b)                                      Raising and lowering of derricks and rigging cranes, if fitted, and/or gangways in preparation for loading and discharging.
 
c)                                       Shaping up vessel’s holds/hatches and cranes, if fitted, as much as possible prior arrival at loading and/or discharging places so as to immediately commence loading and/or discharging operations subject to weather conditions and the safety of the crew.
 
The above services shall be considered as a minimum and shall in no way be construed as an alternative to or reduction in the standard of services from Officers and crew generally required under this Charter Party.
 
40.                                  Logs Loading Clause
 
Vessel is fitted for loading logs and vessel has log loading equipment such as lashing material for full cargoes on deck upon delivery and vessel to maintain same in good working order throughout the timecharter period.
 
The vessel’s Officers and crew shall perform extra work, if so requested by the Charterers and approved by Owners such as erecting stanchions, lashing, relashing or unlashing of cargo, including cargo mark-off for separation of cargo or collecting, restowing and positioning of dunnage and/or lashing materials etc., as on board.
 
Such work to be done against crew compensation of USD 3000 per voyage which to be paid directly to Owners’ bank account by Charterers.
 
Charterers to pre-advise Owners as early as possible of any intention to load logs.
 
41.                                  Deductions
 
Charterers’ option to deduct estimated Owners’ disbursements and bunkers on redelivery from last sufficient Charter hire, but always up to a maximum of USD 1000 per port of call.
 
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Charterers to settle Owners’ outstanding disbursement account within 3 months after redelivery and against port Agents’ original vouchers.
 
42.                                  Delivery of Cargo against Letter of Indemnity
 
In case the original Bill(s) of Lading not available upon vessel’s arrival at discharging port, Owners/Master, if so requested by Charterers to release the entire cargo against Charterers’ Letter of Indemnity which complies with Owners’ standard P & I Club wording/format. Original copy of Letter of Indemnity to be sent to Owners’ office by courier services after being sent by fax.
 
Should Charterers require vessel to change discharging port after Bills of Lading have been issued, Owners to comply with such instructions upon receipt of a faxed copy of a single Letter of Indemnity signed by Charterers only and issued in conformity with Owners’ standard P & I Club form.
 
When and if required Charterers may place one original Bill of Lading on board, against which Bill of Lading delivery of cargo to take place on instructions received from Shippers/Charterers and all original Bills of Lading to be marked accordingly.
 
43.                                  Deliverv/Redelivery Time
 
Delivery and redelivery time to be based on local time, but hire calculation to be based on Greenwich Mean Time.
 
44.                               Description Clause
 
See Appendix A
 
45.                                  Bimco Double Banking Clause
 
a)                                       The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside and such safe dock, wharf, anchorage or other place for trans-shipment, loading or discharging of cargo and/or bunkering.
 
b)                                      The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed and shall give the Owners such advance notice as they reasonably can of the details of any such operations.
 
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c)                                       Without prejudice to the generality of the Charterers’ rights under (a) and (b) it is expressly agreed that the Master shall have the right to refuse to allow the vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do The Master has the right at any time to order the other vessel away from his vessel or instruct his own vessel to sail if he considers it unsafe for vessel to remain double banked.
 
d)                                      The Owners shall be entitled to insure any deductible under the vessel’s hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the vessel’s Underwriters and/or the cost of insuring any deductible under the vessel’s hull policy.
 
e)                                       The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The vessel shall remain on hire for any time lost including period for repairs as a result of such operation.
 
46.                                  Houseflag/Markings
 
The Charterers shall have the liberty of flying their own house flag.
 
47.                                  ITF/Bovcott
 
Owners warrant that the vessel’s crew is and will be during the period of this Charter Party employed under a bona fide agreement, the standard of which is fully acceptable to the I.T.F. and Unions in all countries not excluded in this Charter Party.
 
In the event of the vessel being denied or restricted in the use of port and/or loading and/or discharging facilities or shore labour and/or tug or pilotage assistance or of any other restriction, detention or any loss of time whatsoever due to boycott or arrest of the vessel or due to government restrictions, all caused by the vessel and/or by reason of the terms and conditions on which members of the crew are employed or by reason of any trading of this or any other vessel under same ownership or operation or control, the payment of hire shall cease for the time thereby lost and all extra directly related expenses incurred due to above are to be for Owners’ account and may be deducted from hire.
 
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48.                                  In Lieu of Hold Cleaning
 
Charterers shall have the option of redelivering the vessel without cleaning of holds against paying the Owners a lumpsum of USD 4,000 in lieu of such cleaning including dunnage removal/disposal, payable together with the hire payment to Owners’ designated bank account.
 
49.                                  Inspection
 
The Charterers and/or their supercargo(es) shall have free and unlimited access to the whole vessel including but not limited to bridge, holds, engine room, all vessel’s tanks including bunker, lubricating oil, sludge, ballast water, fresh water tanks. Whenever required the Master must bring the vessel to an even trim to ensure correct bunker soundings. The Charterers and/or their supercargo(es) and/or surveyor(s) to have free and unlimited access to the vessel’s deck and engine log books, tank plans, calibration scales and/or other plans as requested and are allowed to make copies of same.
 
50.                                  Insurance
 
Premium for basic war risks insurance on hull and machinery and Officers/crew to be for Owners’ account. Any additional premium nett of all rebates in respect of these risks solely arising from the vessel proceeding at the Charterers’ request to areas designated as excluded areas by war risks Underwriters to be for Charterers’ account, however not to exceed what would have been quoted or charged if the vessel was covered on the London market. If Owners have not covered basic war risks insurance, Charterers only to pay the differential as if the Owners were covered and only against presentation of Underwriters’ original invoice. Crew bonus for trading into these areas to be for Charterers’ account.
 
51.                                  Intermediate Hold Cleaning
 
Vessel’s crew shall render customary assistance in cleaning cargo holds in preparation for next cargo if required by Charterers and if not prevented by shore regulations. Such cleaning to be performed provided this can be safely done, weather permitting. Charterers shall pay USD 450 per hold actually cleaned including dunnage removal/disposal, if any. In any case Owners are not responsible for passing hold survey for loading of next cargo during the entire period. The work to be done in the same efficient manner as if the vessel was trading for Owners’ account, but without responsibility and liability on part of Owners regarding acceptance of vessel at loading port if vessel is rejected due to previous cargo(es) carried under this Charter Party. All fresh water used for hold cleaning to be for Charterers’ account.
 
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52.                                Laying up/Return Insurance
 
Charterers shall have the right to order the laying up of the vessel at any time and for any period of time at a safe berth or anchorage and in the event of such lay up the Owners shall promptly take steps to effect all the economies in operating costs, including insurance, which may be possible and give prompt credit to the Charterers in respect of all such economies. At the request of the Charterers the Owners shall at any time provide an estimate of the economies which would be possible in the event of laying up of the vessel. The Charterers to have the benefit of any return insurance premium received by the Owners from their Underwriters as and when received by reason of the vessel being in port for minimum 30 (thirty) days, provided the vessel is fully on hire.
 
53.                                  Loading of Steel
 
Steel cargoes to be sufficiently dunnaged/lashed/secured and unlashed/ unsecured at Charterers’ expense and in their time by stevedores under the supervision of the Master and up to his satisfaction. Owners to appoint P & I surveyor to carry out a pre-loading survey and cost of same to be shared equally by Owners and Charterers.
 
54.                                  Notices
 
Owners to keep Charterers informed about vessel’s position and delivery to the Charterers.
 
55.                                  Off-Hire
 
Should the vessel put back whilst on voyage by reason of an accident or breakdown or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness of or accident to the crew or any person on board the vessel (other than passengers or supercargo travelling by request of the Charterers), or by reason of the refusal of the Master or crew to perform their duties, or by reason of salvage or oil pollution, even if alleged, or capture/seizure or detention by any authority/legal process except if caused by Charterers, the hire shall be suspended from the time of inefficiency until the vessel is again efficient in the same or equidistant position in Charterers’ option and voyage resumed therefrom. All extra directly related expenses incurred including bunkers consumed during period of suspended hire shall be for Owners’ account.
 
The Charterers may, in their option, partly or wholly add any off hire period(s) to the timecharter period.
 
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During any off-hire period estimated to exceed 8 days, the Owners to give the Charterers not less than 5 days definite notice of resumption of the service.
 
If the vessel has been off-hire for a period of more than 30 days, the Charterers are at liberty to cancel the balance of this Charter Party, in which case redelivery shall take place upon vessel being free of cargo, irrespective of redelivery ranges.
 
56.                                  Oil Pollution
 
Owners guarantee to provide and maintain during the entire timecharter period at their expense and carry on board the vessel a valid U.S. Certificate of Financial Responsibility. Owners also guarantee to have secured current certificates for other countries/federal states or municipal or other division or authority thereof, where guarantees are required. All such certificates to be valid throughout the entire timecharter period.
 
The Charterers shall in no case be liable for any damage as a result of the Owners’ failure to obtain the aforementioned certificates. Time lost by non-compliance to be considered as off-hire and may be deducted from hire and Owners hold Charterers harmless against any consequential losses, damages or expense.
 
57.                                  Qn/Off-Hire Survey
 
A joint on/off bunker and condition survey to be carried out by a mutually agreed surveyor. Time and cost of same to be equally shared between Owners and Charterers.
 
58.                                Panama/Suez Canal
 
Owners warrant that the vessel is fitted for the transit of the Suez and Panama Canal. Should the vessel not meet these or other canal requirements, Charterers may suspend hire for all time thereby lost and Owners to pay all expenses resulting from such failure as a consequence thereof.
 
59.                                  Deleted.
 
60.                                  Power Clause
 
The vessel to supply free of expense to Charterers’ account 440 volt 3 phase 60 cycles and 40 kva per crane from engine room switchboard, provided that such crane cannot be used for cargo operation. Forklift trucks/bulldozers/ grabs/magnets etc., shall be allowed to be used in the holds if necessary, but always subject to vessel’s permissible strength.
 
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Charterers have the right to fit magnets or other loading/discharging equipment customary to the trade onto vessel’s cranes subject to vessel’s lifting capacity.
 
61.                                  Protective Clauses
 
The New Both-to-Blame Collision Clause, The New Jason Clause, Baltic Conference War Risks Clause for Timecharters 1993 (Code name Conwartime 1993), P & I Bunkering Clause and Hague Rules Legislation, as applicable and attached are all to be considered as part of this Charter Party and all Bills of Lading issued under this Charter shall be subject to all said clauses and contain Voywar 1993.
 
The USA/Canadian Clause Paramount as applicable or the Hague Rules as enacted in countries other than the USA or Canada as applicable to be incorporated in all Bills of Lading, except where Hamburg Rules are mandatory.
 
62.                                  Punctual Payment
 
Referring to lines 60 and 61, where there is any failure to make “punctual and regular payment” due to errors or omission of Charterers’ employees, bankers or Agents or otherwise for any reason where there is absence of intention to fail to make payment as set out, Charterers shall be given by Owners 3 banking days notice to rectify the failure and where so rectified the payment shall stand as punctual and regular payment.
 
63.                                  Sea Carrier Initiative Agreement
 
Owners and Charterers confirm that they are both signatories to the Sea Carrier Initiative Agreement in order to co-operate with the U.S. Customs Service in the fight against the drug menace.
 
64.                                  Smuggling
 
Owners to be free from responsibility for any consequences owing to smuggling, unless caused by vessel’s Officers and/or crew or Owners’ servants.
 
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65.                                  Stevedore Damage
 
Should any damage be caused to the vessel or her fittings by the Charterers or their stevedores the Master is to
 
a)                                       Give written notice to the Charterers as soon as practicable after occurrence of particulars available of the damage caused and name of the party allegedly responsible for the damage.
 
b)                                      Promptly, but latest within 24 hours, give written notice to the party allegedly responsible, giving particulars available of the damage and its alleged cause and where possible try to obtain the written acknowledgement of liability from such party, or failing that, try to obtain the acknowledgement of receipt of such notice.
 
c)                                       As soon as practicable arrange, in conjunction with Charterers’ Agents, for the damage to be surveyed and an estimate of the repair costs given.
 
Failing the aforementioned the Charterers are not to be responsible for such damage and/or loss of time, except for hidden damage which must be attended to as per the above procedure as soon as discovered, but latest upon completion of the voyage in question.
 
Charterers shall have the liberty to redeliver the vessel without repairing the damages for which Charterers are responsible as long as same does not affect the vessel’s sea and cargo worthiness, but Charterers undertake to reimburse costs of repairs against production of repair bill by repairers and/or dockyard, unless otherwise mutually agreed. Stevedore damages affecting the vessel’s sea and cargo worthiness for which Charterers are liable to be made good to the satisfaction of the class surveyor immediately at Charterers’ time and expense.
 
66.                                  Taxes
 
Taxes and/or dues and/or charges whatsoever imposed on cargo by any local or national authorities arising out of trade under this Charter Party to be borne by Charterers. Taxes levied by governments other than that of Owners’ domicile or vessel’s flag on earnings under this Charter Party other than the hire payable to Owners shall be for Charterers’ account.
 
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67.                                  Trading Exclusions
 
The vessel is to be employed in lawful trades for the carriage of lawful merchandise only between good and safe berths, ports or areas where the vessel can safely lie always afloat, except at such places in Argentina/ Brazil/Uruguay/Buenaventura/River Belt area Nigeria (Lagos/Port Harcourt/ Calabar) where it is customary for the similar size and dimensions of vessels to safely lie aground, which is always at Charterers’ risks and subject to the permissible/prevailing draft at entrance of the NAABSA port declared by port authorities/pilot and always subject to the discretion of Master.
 
NAABSA trading at any other place not listed above to be subject to Owners’ and Owners’ hull Underwriters’ prior approval which not to be unreasonably withheld. The Charterers are to furnish the Owners with all relevant information of the port/s in question with conditions.
 
The vessel is to be employed within IWL especially excluding Russian Pacific ports (as long as the present regulations in the trading countries, including but not limited to Canada and U.S.A apply restricting vessels trading there after calling Russian Pacific ports), Cambodia, Turkish occupied Cyprus, Kuwait, Iraq, Somalia, Yemen, Ethiopia, Israel and Israelian controlled territories, Lebanon, Syria, Libya (including Gulf of Sidre/Sirte), Congo (Democratic Republic of formerly Zaire), Liberia, Sri Lanka, Sierra Leone, Eritrea, Angola (including Cabinda, Haiti, Cuba, Burma (Myanamar), North Korea, Sudan, Syria, Albania, former Yugoslavia unless allowed by United Nations and approved by Owners’ P & I Club (but Slovenia and Croatia allowed), all war, warlike and war risk zones declared from time to time by the London War Committee on war risk trading warranties The vessel is not allowed at any time to trade to the ports/areas which are prohibited from trading by the United Nations and/or international organization of the U.N. and/or the authorities of the country under which flag the vessel is flying. No direct sailing between mainland China and Taiwan, between South and North Korea. Vessel cannot call Babo (Indonesia) for loading logs.
 
If vessel calling Yemen, Lebanon, Iran, Congo, Libya it will be subject Owners’/ Owners’ P & I prior approval, which should not be unreasonably withheld.
 
Charterers’ option to breach IWL but always subject to Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium.
 
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Charterers’ option to breach war risk warranty subject Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium and crew war bonus according to ITF scale. Owners’ approval should not be unreasonably withheld. Charterers permission to proceed via Suez/Red Sea without obtaining Owners’ prior approval, but additional premium for Charterers’ account.
 
Should the political situation in any of the excluded countries change to the extent that trading vessel to countries in question becomes acceptable and usual practice, Owners to consider any request from the Charterers to trade such countries, however always subject to Owners’ approval.
 
68.                                  U.S. Trade - Unique Bill of Lading Identifier Clause
 
The Charterers warrant that each transport document accompanying a shipment of cargo destined to a port or place in the United States of America shall have been endorsed with a unique Bill of Lading identifier as required by the U.S. Customs Regulations (19 CFR Part 4 Section 4.7.A) including subsequent changes, amendments or modifications thereto, not later than the first port of call.
 
Non compliance with the provisions of this Clause shall amount to breach of warranty for the consequences of which the Charterers shall be liable and shall hold the Owners harmless and shall keep them indemnified against all claims whatsoever which may arise and be made against them.
 
Furthermore, all time lost and all expenses incurred including fines as a result of the Charterers’ breach of the provisions of this Clause shall be for the Charterers’ account.
 
69.                                Warranties
 
Owners warrant that the vessel
 
•                                           is not blacklisted by Arab countries nor anywhere else within the agreed trading limits
 
•                                           has not traded Cambodia, Cuba, Israel and North Korea
 
•                                           is eligible for bunkers in the United States of America, its territories and possessions in accordance with directives from the United States Department of Commerce, Office of International Trade.
 
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70.                                  Hold Cleanliness
 
See line 22 of printed form
 
71.                                  Weather Routing
 
The Charterers may supply an independent weather bureau advice to the Master during voyages specified by the Charterers and the Master shall comply with the reporting procedures of the weather bureau, however the Master remains responsible for the safe navigation and choice of route.
 
Evidence of weather conditions shall be taken from the vessel’s deck logs and independent weather bureau’s reports. In the event of a consistent discrepancy between deck logs and the independent weather bureau’s reports, the independent bureau’s reports shall be taken as ruling.
 
72.                                  Drydocking Clause
 
Charterers shall upon receipt of minimum 30 days notice from the Owners agree to release the vessel from their employment free of cargo for the purpose of drydocking. Owners to respect Charterers’ trading pattern and accept to take the vessel in between Charterers’ scheduled employment wherever this may be. The actual drydocking place, port to be Owners’ choice. Vessel is to go off-hire at the time/place where she deviates from her course and to go on-hire when she is again ready at Charterers’ disposal in the same or equidistant position at Charterers’ option as when she went off-hire. If vessel is to drydock at a port where Charterers are loading/discharging/bunkering her, then vessel to go off-hire on leaving load/discharge/bunker place and to go on-hire again on leaving drydock.
 
All bunkers consumed during off-hire are for account of Owners. Unless otherwise agreed, Owners to deliver vessel to Charterers after drydocking with same quantity of bunkers on board as when she was redelivered to Owners.
 
73.                                  Hose Test Clause
 
Charterers have the right to carry out any test including but not limited to ultrasonic test, hose test and chalk test on hatch covers during the entire period of the Charter.
 
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74.                                  Bimco War Cancellation Clause
 
Either party may cancel this Charter Party on the outbreak of war or hostilities between any two or more of the following countries: the United States of America, Russia, the United Kingdom, France, People’s Republic of China.
 
75 .                                  Grab Fitting/Operation Clause
 
Charterers have the option of fitting vessel with grabs at their time and expense. The initial fitting of grabs are to be at Charterers’ expenses/risk and stowage to be in accordance with class/Owners’ approval. Owners shall not be responsible for any losses or damages caused to the grabs placed on board the vessel by the Charterers and all grab fittings to be removed and all welding points to be restored to the original condition upto Master’s satisfaction by the Charterers prior to redelivery.
 
Grabs and its accessories fitted on board to remain Charterers’ property. The Owners undertake to maintain the grabs and its accessories as per instruction manual. Master to forward details report every 3 months as to the condition of grabs and maintenance performed since last report. Charterers to pay USD 500 per month to Owners’ bank account for the above mentioned works. Charterers undertake to pay all expenses in respect of repair and maintenance of the grabs and Owners not to be responsible for any breakdown.
 
76.                                  Deleted.
 
77 .                                  Bimco Standard ISM Clause
 
From the date of coming into force of the International Safety Management (ISM) Code in relation to the vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.
 
Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the ISM Code shall be for the Owners’ account.
 
78.                                  Deleted
 
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79.                                  Bimco ISPS Clause for Time Charter Parties:
 
a) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and the Company. Upon request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style contact details of the Company Security Officer (CSO).
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Owners or the Company to comply with the requirements of the ISPS Code or this Clause shall be for the Owners’ account.
 
(b) (i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact details and, where sub-letting is permitted under the terms of this Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the CSO and the SSO/Master. Furthermore, the Charterers shall ensure that all sub-charter parties they enter into during the period of this Charter Party contain the following provision:
 
The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under the terms of the Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners.
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers’ account.
 
(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the Charterers’ account, unless such costs or expenses result solely from the Owners’ negligence. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners’ account.
 
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(d) If either party makes any payment which is for the other party account according to this Clause, the other party shall indemnify the paying party.
 
U.S. Customs Advance Notification/AMS Clause for Time Charter Parties
 
a)              If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Charterers shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:

i)	Have in place a SCAC (Standard Carrier Alpha Code);	
ii)	Have in place an ICB (International Carrier Bond);	
iii)	Provide the Owners with a timely confirmation of i) and ii) above; and	
iv)	Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs and provide the Owners at the same time with a copy thereof.	
 
b)             The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, the Vessel shall remain on hire.
 
c)              If the Charterers’ ICB is used to meet any penalties, duties, taxes or other charges which are solely the responsibility of the Owners, the Owners shall promptly reimburse the Charterers for those amounts.
 
d)             The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.
 
80.            Owners have the option to change vessel’s flag.
Flag change to be subject to Charterers’ acceptance of flag to be flown, which not to be unreasonably withheld.
 
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81.            Owners have the option to sell the vessel.
New Owners to be subject to Charterers’ prior approval, which not to be unreasonably withheld. New Owners to remain responsible for due fulfilment of this Timecharter.
 
82.            Mortgage and Assignment
 
Charterers agree that Owners may grant to its financiers an assignment of this Charter and all the Owners’ rights, title, interest and benefits therein, including the right to receive Charter hire and other sums and may grant a mortgage and such other security documents as the financiers shall require. The Charterers agree to acknowledge and consent to be bond by notice of any assignment of this Charter executed by Owners.
 
83.            Owners’ bank:

BENEFICIARY:	 	GENCO PROGRESS LIMITED	
 	 	TRUST COMPANY COMPLEX,	
 	 	AJELTAKE ROAD, AJELTAKE ISLAND, MAJURO,	
 	 	MARSHALL ISLANDS MH 96960	
 	 	 	
RECEIVING BANK:	 	NORDEA BANK FINLAND PLC – NEW YORK BRANCH	
 	 	437 MADISON AVENUE,	
 	 	NEW YORK, NY 10022	
 	 	 	
SWIFT:	 	NDEAUS3N	
 	 	 	
ABA ROUTING NO:	 	026010786	
 	 	 	
BENEFICIARY ACCT. NO.	 	7435422001	
 
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BOTH TO BLAME COLLISION CLAUSE
 
If the liability for any collision in which the vessel is involved while performing this Charter Party fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim against the carrying ship or carrier.
 
The foregoing provisions shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.
 
GENERAL AVERAGE AND THE NEW JASON CLAUSE
 
General Average shall be payable according to the York/Antwerp Rules 1974 but where the adjustment is made in accordance with the law and practice of the United States of America, the following clause shall apply:
 
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever whether due to negligence or not, for which or for the consequence of which the carrier is not responsible by statute, contract or otherwise, the goods, shippers, consignees or owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.
 
If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.
 
and the Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.

 
P & I BUNKERING CLAUSE
 
The vessel shall have the liberty as part of the contract voyage and at any stage thereof to proceed to any port or ports whatsoever whether such ports are on or off the direct and/or customary route or routes to the ports of loading or discharge named in this Charter and there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks, deeptanks and any other compartment in which oil can be carried whether such amount is or is not required for the chartered voyage.
 
BIMCO Standard War Risk Clauses for Time Charters 1993
 
Code Name “CONWARTIME 1993”
 
1        For the purpose of this Clause the words:
 
a)     “Owners” shall include the shipowners, bareboat Charterers, disponent Owners, managers or other operators who are charged with the management of the vessel and the Master and
 
b)     “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 or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group or the government of any state whatsoever which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the vessel, her cargo, crew or other persons on board the vessel.
 
2         The vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through any port, place, area or zone (whether of land or sea) or any waterway or canal, where it appears that the vessel, her cargo, crew or other persons on board the vessel, in the reasonable judgement of the Master and/or the Owners may be, or are likely to be, exposed to war risks. Should the vessel be within any such place as aforesaid which only becomes dangerous or is likely to be or to become dangerous after her entry into it, she shall be at liberty to leave it.
 
3         The vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels or is imposed selectively in any way whatsoever against vessels of certain flags or ownership or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a billigerents right of search and/or confiscation.
 
4
a)     The Owners may effect war risks insurance in respect of the hull and machinery of the vessel and their other interests (including but not limited to loss of earnings and detention, the crew and their Protection and Indemnity risk) and the premiums and/or calls therefore shall be for their account.

 
b)     If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to the Charterers’ orders, the vessel is within or is due to enter and remain within any area or areas which are specified by such Under-writers as being subject to additional premiums because of war risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.
 
5         If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then such bonus or additional wages shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due.
 
6         The vessel shall have liberty:
 
a)     to comply with all orders, directions, recommendations or advice as to departure, 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 the vessel sails, or other government to whose laws the Owners are subject, or any other government, body or group whatsoever acting with the power to compel compliance with their orders or directions;
 
b)     to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;
 
c)     to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supernational body which has the right to issue and give the same and with national laws aimed at enforcing the same to which the Owners are subject and to obey the orders and directions of those who are charged with their enforcement;
 
d)     to divert and discharge at any other port any cargo or part thereof which may render the vessel liable to confiscation as a contraband carrier.
 
e)     to divert and call at any other port to change the crew or any part thereof or other persons on board the vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.
 
7         If in accordance with their rights under the foregoing provisions of this Clause the Owners shall refuse to proceed to the loading or discharging ports or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.
 
8         If in compliance with any of the provisions of sub-clause (2) to (7) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.

 
APPENDIX A - VESSEL’S DESCRIPTION
 
M.V. “TOP PROGRESS”

HONG KONG SAR FLAG BLT 1999, DOUBLE HULL SD LOG FTD BC
29,952MTDW ON 9.994M SSW

LOA/BM	 	170.0/27.OM	
GRN/BALE	 	39,152/38,819CBM	
GRT/NRT	 	18,036/10,227	
5HO/5HA
4X30T CRANES
ABT 14K(L) / 14.5K(B) ON ABT 23.5 MT IFO 180CST + ABT 1.5MT IFO
18OCST FOR G/E IN CALM SEA AND FAIR WEATHER CONDITION WITH WIND
SPEED UP TO AND INCL BEAUFORT SCALE 4

IN PORT CONS	:	ABT 3.5MT IFO (WORKING)	
 	 	ABT 2.0MT IFO (IDLE)	
NDAS BUT VSL HAS LIBERITY OF USING MDO WHEN MANOEUVRING,
IN/OUT OF PORTS, STARTING OF A/E, NAVIGATING IN SHALLOW/
RESTRICTED/BUSY WATERS, POOR WEATHER, CANALS AND RIVERS

BKR SPEC	:	FO	-	ISO8217 RME25	 	(1996E)	
 	 	DO	-	ISO8217 DMB	 	(1996E)	
HATCHCOVER : FOLDING TYPE
HATCH DIMEN : 1 ) 12.4 X 14.4M 2-5) 18.6 X 17.6M
Cubic breakdown : (in cubic meter)

No.	 	Grain	 	Bale	 	
 	 	 	 	 	 	
1	 	 	4,548	 	4,430	 	
2	 	 	8,667	 	8,611	 	
3	 	 	8,588	 	8,518	 	
4	 	 	9,003	 	8,940	 	
5	 	 	8,346	 	8,260	 	
 
All Details About
 
VSL’S ITINERARY ASP :

 
Charterers Questionaire

1.	 	Flag        :        HONG KONG	 	 	 	 	
 	 	Crew Nationality        :        PRC	 	 	 	 	
 	 	ITF        :        Fitted	 	 	 	 	
 	 	 	 	 	 	 	
2.	 	Built In Oshima Shipyard 04/19 99	 	 	 	 	
 	 	Class        :        ABS	 	 	 	 	
 	 	Ex-Name (S)        :        Nil	 	 	 	 	
 	 	 	 	 	 	 	
3.	 	Eng/Bridge Aft        :        Yes	 	 	 	 	
 	 	 	 	 	 	 	
4.	 	Vessel is single deck self -trimming bulkcarrier with double hull structure fully logs fitted	 	 	
 	 	 	 	 	 	 	
5.	 	LOA/BEAM/Depth moulded        :        170/27/14.1M	 	 	 	 	
 
6.

 	 	DWT	 	DRAFT	 	TPC	 	
Sumner SW	 	29952	 	  9.994	 	40.64	 	
Winter SW	 	29107	 	  9.786	 	 	 	
Tropical SW	 	30800	 	10.202	 	 	 	
Tropical PW	 	30782	 	10.423	 	 	 	
Lightweight  :	 	6122 MT	 	 	 	

7.	 	Constant excluding fresh water     :     about 320 MT	 	 	
 	 	 	 	 	
8.	 	Fresh water tank capacity     :     248.8CBM	 	 	
 	 	Fresh water evaporator capacity	:     about 20MT per day	 	 	
 	 	 	(24 hours steaming)	 	 	
 	 	 	 	 	
9.	 	Capacity  :  (Hold + Hatches In Cbm)	 	 	

Hold	 	Grain	 	Bale	 	
1.	 	 	4548	 	 	 	4490	 	 	
2.	 	 	8667	 	 	 	8611	 	 	
3.	 	 	8588	 	 	 	8518	 	 	
4.	 	 	9003	 	 	 	8940	 	 	
5.	 	 	8346	 	 	 	8260	 	 	

10.	 	Speed/Consumption : about 14k (L) /14.5k (B) on about 23.5 MT IFO 180 CST + about 1.5 MT IFO 180 CST for G/E under good weather condition and calm sea with wind speed up to (including) beaufort scale 4	
 	 	 	
11.	 	Port consumption: about 3.5 metric tons Intermediate Fuel Oil (working) or about 2.0 metric tons Intermediate Fuel Oil (idle) no diesel at sea but vessel has liberty of using marine diesel oil when manoeuvring, in/out of ports, starting of a/e, navigating in shallow/ restricted /busy waters, poor weather and canals, rivers.	
 	 	 	
12.	 	Bunker tank capacity (96%)	

IFO      1195.3  CBM      MDO       104.6  CBM	

13.	 	Ballast tank capacity	:	9965.4 CBM	
 	 	No. 3 hold ballast capacity	:	8588 CBM	

14.	 	No. Of Hatches       :       5	 	 	 	
 	 	Hatch dimentsion  (IN M)  :	1.	12.4 X 14.4	 	
 	 	 	2-5.	18.6 X 17.6	 	

 	 	Type of hatch covers	:	folding	 	
 	 	Cement holds	:	2 X 700 MM per hatch	 	
 	 	Distance from forward hatcoaming of 1st hatch to aft hatchcoaming of last hatch : about 122.4M	

 

15.	No. of Holds :  5	 	 	 	 	 	 	 	 	
 	Hold Dimensions (in M)	 	 	 	 	 	 	 	
 	1.	20.8 X 8.3F X 22.2A	 	 	 	 	 	 	
 	2.	26.9 X 22.2F X 25.2A	 	 	 	 	 	 	
 	3.	26 X 25.2 X 25.2	 	 	 	 	 	 	
 	4.	26.9 X 25.2 X 25.2	 	 	 	 	 	 	
 	5.	27.9 X 25.2F X 24A	 	 	 	 	 	 	
 	Plat tanktop dimensions (in M)	 	 	 	 	 	 	 	
 	1.	20.8 X 3.4F X 15.8A	 	 	 	 	 	 	
 	2.	26.9 X 16F X 20.1A	 	 	 	 	 	 	
 	3 .	22.3 X 20.1	 	 	 	 	 	 	
 	4.	26.9 X 20.1	 	 	 	 	 	 	
 	5.	27.9 X 20.1F X 6A	 	 	 	 	 	 	
 	Cargo holds    :    hoppered with topside wingtank	 	 	 	 	 	
 	No obstacles/obstructions in holds or tanktop
Suitable for grab discharge	 	 	 	 	 	
 	AHL fitted in holds	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
16.	Cargo Gears   :   TSUJI SSHS3024 SWL 30tons	 	 	 	 	 	 	
 	Outreach fr ship’s side   :    10.5M (30T load)	 	 	 	 	 	
 	Slewing speed    :    0.75 rpm	 	 	 	 	 	
 	Hoisiting speed    :    19M/min (30T load)	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
17.	Grabs	:	not fitted	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
18.	Strength (MT/M3)	 	 	 	 	 	 	 	
 	Hatchcover	:	2.53	 	 	 	 	
 	Tanktop	:	1.	21.8	 	 	 	 	
 	 	 	2,4,5	20	 	 	 	 	
 	 	 	3	21.2	 	 	 	 	
 	Upperdeck	:	1.	2.72	 	 	 	 	
 	 	 	2-5	3.93	 	 	 	 	
 	Crossdeck	:	3.3	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
19.	Confirm vessel fitted for the carriage of grain in accordance with chapter VI of solars 1974 and amendments without bagging, strapping and securing when loading a full cargo (DWT) of   grain in bulk with untrimmed ends	
 	 	 	 	 	 	 	 	 	 	
20.	Fitted for transit Panama/Suez canal : Yes	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
21.	Strengthed for heavy cargoes : Yes, holds 2/4 empty	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
22.	Vessel logs/timber fitted with lashing materials as on board for full cargo of logs under/on deck	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	
23.	WLTHC (all about)	 	 	 	 	

Hatch No.	 	Fully Load
(W/O 3 Hold)	 	Normal Ballast
(W 3 Hold Ballst)	 	Heavy Ballast	 	
 	 	 	 	 	 	 	 	
1	 	6.12M	 	12.13M	 	9.37M	 	
 	 	 	 	 	 	 	 	
2	 	6.12M	 	11.82M	 	9.37M	 	
 	 	 	 	 	 	 	 	
3	 	6.12M	 	11.45M	 	9.37M	 	
 	 	 	 	 	 	 	 	
4	 	6.12M	 	11.08M	 	9.37M	 	
 	 	 	 	 	 	 	 	
5	 	6.12M	 	10.71M	 	9.37M	 	

 

24.	 	Distance from bottom of keel to highest fixed point : about 40.97M	
 	 	 	
25.	 	Centerline bulkhead	:	No	
 	 	 	
26	 	Vessel has not traded Cuba for last 180 days	
 	 	 	
27.	 	Vessel is not on Arab boycott list	
 	 	 	
28.	 	Official No. HK-0964	
 	 	 	
 	 	Port of Registry	:	HONG KONG	

 	 	CALL SIGN	:	E L U Q 8	

 	 	Tlx NO.	 	347708840	
 	 	 	 	 	
 	 	Fax NO.	 	347708820	
 	 	 	 	 	
 	 	Tel NO.	 	347708810	

 	 	Inmarsat C Tlx :	 	44770SS10	

 	 	Internet Email	:	tpg@tgship.amosconnect.com	

 	 	GRT/NRT (international)	:	18036/10227	

 	 	Panama NRT	:	15078.68	
 	 	 	 	 	
 	 	GRT/NRT (Suez)	:	18776.32/16658.45	
 	 	 	 	 	
 	 	Name Of Master	:	CAPT. LU HONG LIN	

 	 	C/O	:	Su Zhigao	
 	 	 	 	 	
 	 	C/E	:	Shi Zuping	

 	 	Registered Owners	:	Top Progress Maritime Inc.	

 	 	P&I Club	:	The west of England ship owners mutual insurance association	

 	 	H + M U/Writer	:	Gerling, Oslo	
 	 	 	 	 	
 	 	H + M Value	:	USD 24.2M	

 	 	Manager        :	 	Top Glory Shipping Co. Ltd. ,	
 	 	 	 	27/F Top Glory Tower 262 Gloucester Road	
 	 	 	 	Causeway Bay, Hong Kong	
 	 	 	 	Tel : (852) 2833 0688/Fax: (852) 2833 0683	
 	 	 	 	Tlx : 72451 Tgshp Hx Operation Dept.	
 	 	 	 	Email :	operation@tgship.com.hk	
 	 	 	 	 	Capt Eddie Lau (Operation Manager)	
 	 	 	 	Tel : (852) 2833 0680 direct	
 	 	 	 	Mobile : (852) 9191 0232	
 	 	 	 	 	
 	 	Owners Banking Details (for receiving charter hire)	
 	 	 	 	 	
 	 	SEE CLAUSE 83	 	 	

 
Exhibit 10.12

	 	[SEAL]	
 
Time Charter
GOVERNMENT FORM
 
Approved by the New York Produce Exchange
 November 6th, 1913 - Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946
 
This Charter Party , made and concluded in London                                                       30th day of November, 2004           19       Between GENCO RELIANCE LIMITED, MARSHALL ISLANDS                                        Owners of the good Hong Kong                    Steamship /Motorship “TOP RELIANCE” to be renamed “GENCO RELIANCE” of                    of 18,036               tons gross register, and 10,227               tons net register, having engines of                             indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classed A.B.S.                                                                       at                                        of about 39,152                    cubic metres grain feet bale capacity, and about 29,952 metric                     tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship’s deadweight capacity, allowing a minimum of fifty tons) on a draft of 9.994           feet metres           inches on s alt               Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about           tons of fuel, and capable of steaming, fully laden throughout the currency of this Charter Party, under good weather conditions about 14 knots (Laden)/14.5 knots (Ballast) on a consumption of about 23.5 metric tons Intermediate Fuel Oil (180 CST) plus about 1.5 metric tons Intermediate Fuel Oil (180 CST) tons of best Welsh coal best grade fuel oil best grade Diesel oil, now                                                                        
                                                                      and LAURITZEN BULKERS A/S                                           Charterers of the City of COPENHAGEN
 
Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about for minimum 20 months/maximum 24 months timecharter in Charterers’ option via safe anchorage(s), safe berth(s), safe port(s), always accessible, always afloat and always within Institute Warranty Limits with lawful/harmless merchandise within below mentioned trading limits, but always subject to Owners’s cargo/trading exclusions clause.
 
Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party Accepance of delivery by Charterers shall not constitute any waiver of Owners’ obligations hereunder. Vessel to be placed at the disposal of the Charterers, at on completion of current employment i.e. on completion of drydock and delivery formalities which expected to be on Monday 6th December, 2004                                                                                                           in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No. 6), as the Charterers may direct. If such dock, wharf or place be not available time to count as provided for in clause No. 5. Vessel on her arrival first loadport of this Charter delivery to be clean and ready to receive Charterers’ intended cargo with clean-swept holds (in case vessel’s holds are not ready as specified by governmental or local independent surveyors, the vessel will be placed off-hire from the time of such failure until passing holds re-inspection and any directly related expenses incurred thereby to be for Owners’ account) and tight, staunch, strong and in every way fitted for the ordinary service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers, excluding see Clause 37                                                                                                          (vessel is not to be employed in the carriage of Live Stock,-but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of Ameriea,-and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America Trading exclusions see also Clause 67                                                          and/or Europe

 
and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic, Charterers have the option to breach Institute Warranty Limits, but always subject to Owners’ and Owners’ insurance Underwriters’ approval which not to be unreasonably withheld and to pay additional premium .                      
                                                                                                                                             as the Charterers or their Agents shall direct, on the following conditions:
 
1.     That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew and watchmen other than compulsory ; shall pay for the insurance of the vessel, also for all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull, cargo spaces, machinery and equipment for and during the service.
 
2.     That whilst on hire the Charterers shall provide and pay for all the fuel except as otherwise agreed, Port Charges, Canal tolls, compulsory Pilotages, Agencies, Commissions, Consular Charges (except those pertaining to the Crew), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which Owners are vessel is responsible, then all such charges incurred shall be paid by the Owners. Fumigations ordered because of illness of the crew or cargoes carried prior to delivery to be for Owners account. Fumigations ordered because of cargoes carried or ports visited while vessel is employed under this charter to be for Charterers account. All other fumigations to be for Charterers account after vessel has been on charter for a continuous period of six months or more.
 
Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage and shifting boards and any other fittings already aboard vessel. Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.
 
3.      That the Charterers, at the port of delivery, and the Owners, at the port of re-delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less   than                                             tons and not more than                  tons and to be re-delivered with not less than                         tons and not more than                        tons. See Clause 35
 
4.     That the Charterers shall pay for the use and hire of the said Vessel at the rate of USD 17,250 (Seventeen thousand, two hundred and fifty                                                                                                                                               Dollars) daily including overtime, payable every 15 days in advance to Owners’ designated bank account United States Currency per ton on vessel’s total deadweight carrying capacity, including bunkers and stores, on                                                         summer freeboard, per Calendar Month, commencing on and from the time day of her delivery, as aforesaid, and at and after the same rate for any part of a day month ; hire to continue until the time hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port any time day or night, Sundays and holidays included Charterers’ option within following ranges:
 
KANDLA/JAPAN RANGE including TAIWAN, THAILAND, INDONESIA, MALAYSIA,
UKC including full MEDITERRANEAN SEA
BOSTON/BAHIA BLANCA RANGE,
VANCOUVER/BALBOA RANGE,
GIBRALTAR/DOUALA RANGE
CAPE TOWN/MAPUTO RANGE
 
unless otherwise mutually agreed.  Charterers are to give Owners approximate 30 days then not less than 20/15/10/5/3/2/1   days notice of vessels expected date of re-delivery, and probable port.
 
5.     Payment of said hire to be made in New York in cash in United States Currency, semi monthly 15 days in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the

 
hire, or bank guarantee or deposit , or on any fundamental breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers. First hire payment to be paid within 3 (three) banking days after delivery (see also Clause 43) . Time to count from 7 a.m. on the working day following that on which written notice of readiness has been given to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.
 
Cash for vessel’s ordinary disbursements at any port may be advanced as required by the Captain and approved by Owners , by the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances.
 
6.     That the cargo or cargoes be laden and/or discharged in any safe dock or at any safe wharf or safe place or safe anchorage in port or elsewhere that Charterers or their Agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessels to safely lie aground. Re: NAABSA see Clause 67
 
7.     That the whole reach of the Vessel’s Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers’ disposal, reserving only proper and sufficient space for Ship’s officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners                                      per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequences of the carriage of passengers, Charterers are to bear such risk and expense. No passengers allowed.
 
8.     That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary assistance with ship’s crew and boats. The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards employment and agency; and Charterers are to load, stow, lash, unlash, secure and trim and discharge the cargo at their expense under the supervision of the Captain, who is to sign or when required by Charterers authorise the Charterers or their Agents to sign on his behalf Bills of Lading for cargo as presented, strictly in conformity with Mate’s or Tally Clerk’s receipts.
 
9.     That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.
 
10.   That the Charterers shall have permission to appoint a Supercargo at Charterers’ risk and expenses, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch, said supercargo to sign Owners’ L.O.I. for riding on board. He is to be furnished with free accommodation, and same fare as provided for Captain’s table, Charterers paying at the rate of USD 10.00 $1.00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore’s Foreman, etc., Charterers paying USD 1350 lumpsum per 30 calendar days or pro-rata at the current rate per meal, for all such cables, victualling and entertainment.
 
11.   That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily deck and engine Logs, showing the course of the vessel and distance run and the consumption of fuel as well as revolutions of main engine and velocity of and direction of wind and sea, all in English language.
 
12.   That the Captain shall use diligence in caring for the cargo and for the ventilation of the cargo.
 
13.    That the Charterers shall have the option of continuing this charter for a further period of                                       on giving written notice thereof to the Owners or their Agents                                      days previous to the expiration of the first named term, or any declared option.
 
14.   That if required by Charterers, time not to commence before                                      and should vessel not have given written notice of readiness on or before                     but not later than 4 p.m. Charterers or their Agents to have the option of cancelling this Charter at any time not later than the day of vessel’s readiness .
 
15.   That in the event of the loss of time from deficiency and/or default and/or strike of men or deficiency of stores, fire, breakdown or damages to hull, machinery or equipment,

 
grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost and all extra directly related expenses may be deducted from hire ; and if upon the voyage the speed be reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra directly related expenses shall be deducted from the hire.
 
16.   That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted.
 
The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life and property.
 
17.   That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London New York , one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial men. See further Arbitration Clause 30 .
 
18.   That the Owners shall have a lien upon all cargoes, all sub-hire freight and all sub-freights for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.
 
19.   That all derelicts and salvage shall be for Owners’ and Charterers’ equal benefit after deducting Owners’ and Charterers’ expenses and Crew’s proportion. General Average shall be adjusted, stated and settled in London , according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of York-Antwerp Rules  1990 and subsequent amendments 1924, at such port or place in the United States as may be selected by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of New York. In such adjustment disbursements in foreign currencies shall be exchanged into United States money at thc rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and sueh additional security, as may be required by the carrier, must be furnished before delivery of the goods. Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money.
 
In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers. Charter hire not contributable to General Average. General Average and Arbitration to be settled in London in accordance with English law.
 
Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.
 
20.   Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be allowed by Owners.
 
21.   That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary, at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

 
22.    Owners shall maintain the gear of the ship as fitted, providing gear (for all cranes derricks ) capable of handling lifts up to their maximum capacity in accordance with the description clause three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers’ account. Owners also to provide on the vessel power and electric light on deck and in cargo holds sufficient for night work in all holds simultaneously lanterns and oil for night work, and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers’ expense. The Charterers to have the use of any gear on board the vessel.
 
23.    Vessel to work night and day, if required by Charterers, and all cranes winches to be at Charterers’ disposal during loading and discharging; steamer Charterers to provide one craneman winchman per crane hatch to work cranes winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship’s articles. If the rules of the port, or labor unions, prevent crew from driving winches, shore Cranemen Winchmen to be paid by Charterers. In the event of a disabled crane or cranes winch or winches, or insufficient power to operate cranes winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time in proportion to the number of working hatches and extra directly related expenses including standby expenses, which Charterers undertake to keep to a minimum level occasioned thereby.
 
24.    It is also mutually agreed that this Charter is subject to all the terms and provisions of and all the exemptions from liability contained in the Act of Congress of the United States approved on the 13th day of February, 1893, and entitled “An Act relating to Navigation of Vessels; etc.,” in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the attached protective clauses following clauses, both of which are to be included in all bills of lading issued hereunder:
 
U. S. A. Clause Paramount
 
This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing heroin contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this bill of lading be repugnant to said Act to any extent, such term shall be void to that extent, but no further.
 
Both to Blame Collision Clause
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non carrying ship or her owners as part of their claim against the carrying ship or carrier.
 
25.    The vessel shall not be required to enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging.
 
26.    Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, insurance, crew, acts of pilots and tugboats and all other matters, same as when trading for their own account.

 
27.    A commission of 2 1/2 1.25 per cent is payable by the Vessel and Owners to H.CLARKSON & CO.LTD. LONDON                                                                                                                                                                                    on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.
 
28.    An address commission of 2 1/2 per cent payable to                                                         on the hire earned and paid under this Charter.
 
Clauses 29 through 83 are to be fully incorporated within the terms of this Charter Party.

 	pr. Lauritzen Bulkers A/S	
 	 	
 	 	/s/ Jens Ditlev Lauritzen	 	
 	 	Jens Ditlev Lauritzen	 	
 	 	President	 	

This Charter Party is a computer generated copy of the NYPE (Revised 3rd October, 1946) form printed under licence from the Association of Ship Brokers & Agents (U.S.A), Inc., using software which is the copyright of Strategic Software Limited.
 
It is a precise copy of the original document which can be modified, amended or added to only by the striking out of original characters, or the insertion of new characters, such characters being clearly highlighted by underlining or use of colour or use of a larger font and marked as having been made by the licensee or end user as appropriate and not by the author.

 

 
ADDITIONAL CLAUSES TO M.V. “TOP RELIANCE”
TO BE RENAMED “GENCO RELIANCE”
CHARTER PARTY DATED 30 TH NOVEMBER, 2004
 
29.           Additional Fittings
 
Charterers to have the option of welding padeyes and angles, only at the places approved by the Master at their own risk, arrangement and expense.
 
Charterers to remove all padeyes and angles and restore and paint the welding points back to the original condition upto Master’s satisfaction before redelivery, unless Owners request Charterers to maintain same without removal, in which case Charterers will be free from removing padeyes and angles. Charterers’ option to leave the padeyes as is on redelivery against paying Owners USD 10.00 each.
 
30.           Arbitration
 
This Charter Party shall be governed by English Law.
It is hereby agreed that all claims below USD 50,000 excluding interest and costs shall be settled as per LMAA Small Claims Procedure 1989.
 
31.           Arrest
 
Should the vessel be arrested during the currency of this Charter at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest and the Owners shall reimburse to the Charterers any expenditure which they may incur under this Charter in respect of any period during which by virtue of the operation of the Clause no hire is payable.
 
This Clause shall not apply should the arrest be caused through any fault on the part of the Charterers.
 
32.           Asian Gypsy Moth
 
Owners guarantee that the vessel meets all U.S./Canadian plant and quarantine regulations and has not called any Russian Pacific port since January 1997.
 
Furthermore, Owners guarantee the vessel is free of any stage of gypsy moth life, be it in the form of egg masses, larvae or live animals. Costs and consequences due to vessel not being able to enter U.S./Canadian ports or not being passed for loading by U.S./Canadian authorities on account of gypsy moth infestation to be for Owners’ account.
 
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33.           Bills of Lading
 
Charterers’ Bills of Lading to be used if required by Charterers without prejudice to the terms and conditions of this Charter Party. No through Bills to be issued under this Charter Party.
 
34.           Bulldozers
 
Charterers to have the option to use the bulldozers in vessel’s holds, provided not exceeding the tank top strength.
 
35.           Bunkers
 
Vessel to deliver with bunkers as on board, which expected to be about 668 mt IFO and about 38 mt MDO.
Bunkers on redelivery to be about same quantities.
Bunker prices both ends: USD 180.00 per metric ton IFO and USD 250.00 per metric ton MDO.
 
Charterers’ option to bunker vessel prior delivery, provided not interfering with discharge operations.
 
Value of delivery bunkers to be paid together with the first hire payment.
 
The Charterers may deduct from last sufficient hire payment(s) the estimated cost of bunkers on redelivery.
 
Charterers are to provide the vessel with bunkers in accordance with ISO standard 8217:1996 RME25 and DMB grades, but if Charterers cannot supply bunkers within said specifications Charterers shall have the option to supply respectively RMF25 and DMA grades.
 
In order to comply with the terms and conditions of the various bunker suppliers, the sample to govern quality shall be the sample drawn by the supplier and witnessed by the vessel’s Chief Engineer or surveyor appointed by the Owners. Analysis of said sample in accordance with the recognized ISO test methods at a mutually agreed reputable and dedicated laboratory shall be binding and conclusive for both parties.
 
Quantity supplied shall be finally determined by sounding of the tanks of the delivering barge or by reading of meters at shore installation.
 
If the bunker fuels supplied are proven to be unsuitable for burning in ship’s engines or auxiliary engines, Owners shall not be held responsible for any reduction in speed and/or increased consumption as per Charter Party.
 
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Owners and Charterers will work out a best possible solution to resolve if such proven unsuitable bunkers have already been supplied on board, failing which Owners have the right to order the vessel to de-bunker the unsuitable fuels remaining on board at Charterers’ time and expenses at a time and place to be mutually agreed between Owners and Charterers.
 
36.           Cargo Claims/ P & I Club
 
Owners guarantee that the vessel is entered and shall remain entered in a Protection and Indemnity Association which is a member of the Group of International P & I Clubs for the duration of this Charter Party. Entry shall include, but not to be limited to, ordinary cover for cargo claims.
 
Charterers are not responsible for any accident or damage to or on board the vessel which is normally covered with Owners’ Hull and Machinery policy, unless the damages are caused by the Charterers or for which the Charterers are responsible.
 
In the case of damage to and/or loss of cargo carried on the vessel in which Owners’ and/or Charterers’ liability could be involved under the terms of this Charter Party, as the case may be, the Owners and/or the Charterers shall be asked to grant time extensions for suit in each and every occurrence which should not be unreasonably withheld. The so granted extensions shall not prejudice the ultimate responsibility of both parties. Liability for cargo claims as between Charterers and Owners shall be apportioned as specified by the Interclub New York Produce Exchange Agreement effective from 1996 and its subsequent amendments.
 
Owners’ P & I Club: Skuld,
Charterers’ P & I Club: North of England
 
37.           Cargo Exclusions
 
All dangerous, hazardous, injurious, inflammable cargoes/goods/commodities as listed in the latest IMO D.G. Code and/or any subsequent modifications/amendments thereof, nuclear and radioactive cargo waste/material or its products, nuclear isotopes, war materials, arms and ammunitions, explosive materials, livestock/animals, mahogany logs, shavings, cotton, waste paper, expellers, copra, pyrites, resin, asbestos, fishmeal, meat bone meal, bones, hides of any kind, direct reduced iron ore, bulk borax, saltpetre, dangerous chemicals, zinc ashes, naphtha, petroleum or its products, asphalt, pitch (in bulk/drums), tar/bitumen or any of its products, ammonium nitrate (except for fertilizer grade)/sulphate, creosoted goods, acids, calcium carbide/chloride, hydrochloride, caustic soda, Indian coal, charcoal, motor spirits, fuel, motor blocks and metal turnings/shavings/borings/cuttings and all other unlawful commodities.
 
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Charterers are allowed to load a maximum 3 (three) cargoes of petcoke, 2 (two) cargoes of salt and 2 (two) cargoes of scrap per annum. It is agreed that the combined total number of the above cargoes shall be limited to 5 (five) per annum and subject to the following conditions:
 
Salt/Sulphur:
Salt/sulphur cannot be carried consecutively and/or vice versa.
Same cargo types (i.e. sulphur or salt alone) cannot be carried consecutively.
If such cargoes are carried as the last cargo prior to redelivery, Charterers to pay additional hold cleaning expenses as per salt/sulphur protective clauses.
 
If scrap and petcoke are carried as the last cargo prior to redelivery, Charterers to pay double for in lieu of cargo hold cleaning.
 
Ammoniun nitrate is not allowed, but ammonium nitrate fertilizer grade of IMO Code 5.1 UN No. 2067 is allowed and always subject to Charterers fully complying with the following conditions
 
Charterers to strictly comply with the transportation/loading requirements of the cargo as per IMO regulations.
 
Prior to loading a certificate signed by Charterers and Shippers in favour of Owners stating that all loading and transportation requirements according to IMO regulations are fully complied with.
 
Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Ammonium sulphate not allowed except fertilizer grade as per Appendix C of BC Code is allowed. Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Petcoke Protective Clause
 
Charterers are at liberty carry only three shipments of petroleum coke (whether it be full or part cargo) per annum, if exercised, on the following conditions:
 
a)             Petroleum coke mentioned herein only limited to the type of non hazardous/non dangerous green delayed type and/or calcined type.
 
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b)            If Charterers exercise such option, Charterers undertake to use holds as less as possible, provided vessel’s stability/trim and stress permit.
 
c)             Such cargo to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)            Should any additional/special washdown of holds before loading be required when loading this cargo is to be recommended/proposed/required by Master, Charterers undertake to arrange the same at their time/expense.
 
e)             After discharge Charterers to arrange at their expense/time any additional/special materials (including chemical) required to carry out such holds treatment as the Master considers it necessary.
 
f)             Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold surveys etc) and/or any detention through any of the above causes are for Charterers’ account.
 
Salt Protective Clause
 
Charterers are permitted to carry only two shipments of salt (whether it be full or part cargo and cannot be a consecutive voyages after carrying sulphur), per annum, if exercised on the following conditions:
 
a)             Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permitting.
 
b)            Before loading all holds assigned for salt are to be washed down by fresh water and painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)             Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)            All freshwater used for irrigation onto salt during loading voyage/discharging are for Charterers’ account.
 
e)             After discharge Charterers undertake thorough cleaning of holds, including repainting and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
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f)             Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes to be for Charterers’ account.
 
g)            Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Sulphur Protective Clause
 
Charterers are permitted to carry only one shipment of sulphur (whether it be full or part cargo and cannot be a consecutive voyage after carrying salt) per annum, if exercised, on the following conditions:
 
a)             Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permit.
 
b)            Before loading all holds assigned for sulphur are to be washed down by fresh water and then painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)             Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)            All freshwater used for irrigation onto sulphur during loading/voyage/discharging to be for Charterers’ account.
 
e)             After discharge Charterers undertake thorough cleaning of holds, including repainting (if requested by Master) and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
f)             Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes are for Charterers’ account.
 
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g)            Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Cement Protective Clause
 
Charterers are permitted to carry only one shipment of bulk cement per annum under this Charter. Charterers are also responsible for the following

i)	 	Well protection to the bilge well of all holds to keep smooth suction while discharging hold washing water by using gum tapes (plasters) or so.	
 	 	 	
ii)	 	Removal of all cargo solidification due to hold sweating which is impossible to avoid by operation of the ventilation system.	
 	 	 	
iii)	 	Washing down of all holds by fresh water immediately after discharge.	
 	 	 	
iv)	 	Providing submerge pump to pump out all water in the holds after washing.	
 
Silica Sand, Ferro Silicon and Soda Ash Clause
 
Owners are in any event not responsible for the hold condition for loading ferro silicon and/or silica sand and/or soda ash. If the vessel cannot pass the hold inspection at loading port(s), all time/expenses are for Charterers’ sole account.
 
Concentrate Clause
 
For loading concentrates, the stowage to be within vessel’s strength. All necessary separation if required to be properly erected up to surveyor’s and Master’s satisfaction at Charterers’ expense and time and cargo to be loaded, stowed, separated, trimmed and discharged etc. According to the latest IMO and other authorities’ regulations. At Master’s request Charterers to allow Owners to appoint P & I surveyor or independent surveyor to supervise loading, stowing, execution of separation etc., to surveyor’s agreement and Master’s satisfaction at Charterers’ time and expenses.
 
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Before loading concentrates Charterers to supply vessel Shipper’s certificate of flow moistures content evidencing cargo compliance with the latest IMO regulations, after loading cargo must be properly trimmed at Charterers’ time and expenses to surveyor’s and Master’s satisfaction.
 
Deck Cargo Clause
 
Deck cargo, if any, to be at Charterers’ risk, time and expenses including lashing, unlashing and securing basis:
 
a)             Deck cargo, if any, to be loaded strictly in conformity with cargo exclusion terms.
 
b)            Deck cargo to be loaded upto Master’s satisfaction and fully in accordance with vessel’s specification as to trim, stability and permissible strength.
 
c)             All Bills of Lading issued for deck cargo to be marked “Carried on deck at Shippers’ entire risk”.
 
d)            Vessel/Owners/Carriers will not be responsible for the damage and/or loss and/or wash away of the deck cargo.
 
e)             Owners are not responsible for loading of deck cargo and numbers of pieces stated in the Bills of Lading.
 
Pig Iron Clause
 
Charterers undertake that loading of the first layer of pig iron will not be released until touching tanktop and will not be dumped/dropped during loading. First layer of pig iron is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
Scrap Protective Clause
 
Charterers are permitted to carry only two shipments of scrap per annum, if exercised, on the following conditions:
 
a)             The scrap mentioned herein only limited to shredded scrap including HMS 1+2 must be non-oily and always excluding motor blocks and turnings and also excluding metal borings and cuttings.
 
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b)            Charterers undertake to use as few holds as possible provided the vessel’s stability and stress permit.
 
c)             Charterers undertake that loading of the first layer of scrap will not be released until touching tanktop and will not be dumped/ dropped during loading. First layer of scrap is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
d)            Any extra expenses resulting therefrom/incurred thereby and/or any detention through any of the above causes are for Charterers’ account.
 
e)             Damage to the vessel caused by scrap, the liability of the Charterers are to be determined by pre-loading and post-discharging surveys. Such surveys are for Charterers’ account.
 
HBI Protective Clause
 
The Charterers have the option to load a maximum of one cargo BHP HBI ex Port Hedland, whether it be full or part cargo of HBI (hot briquetted iron) per annum, if exercised the following conditions apply:
 
a)             Only cargo of HBI from BHP’s HBI plant in Port Hedland, Australia is allowed.
 
b)            Charterers should exert every effort to ship such cargo for destination within the Far East area.
 
c)             Shipment of HBI cannot be a consecutive voyage after carrying salt or sulphur.
 
d)            Such cargo cannot be the last cargo prior to the redelivery.
 
e)             The Charterers undertake to use the least number of holds as possible provided the vessel’s stability, trim and stress permit.
 
f)             Before loading commences the Charterers at their time, risk and expense shall provide to the Owners and the Master for all the necessary certificates issued by a competent person as to the stability and suitability of the cargo for carriage, whether required by the IMO BC Code and/or by the competent authorities of the countries concerned.
 
A competent person, the appointment to be mutually agreed between Owners and Charterers, is an independent person or body recognized by the national administration of the country of shipment to be competent in the relevant certification.
 
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The Charterers undertake to provide to the competent authorities with the information as regards to the cargoes sheltered nature, storage period, storage condition and its temperature before loading, length, duration or any other applicable conditions of any specific voyage.
 
g)            Before loading commences the Charterers at their time, risk and expense shall obtain from the Shipper the certificate that the cargo material conforms with the requirements of the IMO BC Code.
 
h)            The Owners, at the Charterers’ time, risk and expense, shall have the liberty to appoint the local P & I correspondent to supervise either the whole cargo loading or discharging operation.
 
i)              The Charterers warrant that the cargo is to be loaded/stowed/segregated/trimmed/discharged strictly in accordance with the latest IMO BC Code and/or any other latest national and international regulations/rules applicable to such cargo.
 
j)              The Charterers further guarantee that the stevedores are to be provided with the loading, stowing and discharging requirements of the HBI cargo and see these requirements are strictly followed. Charterers are ultimately responsible for any loss/damage/consequences due to disintegration of the briquettes by starting loading in a customary manner which is slow loading initially then normal speed thereafter.
 
k)             The Master, at his sole discretion shall have the right to reject the cargo which does not conform with the IMO BC Code.
 
l)              The Owners and the Master shall have the discretion to suspend the cargo operation and close the hatches in consideration of the prevailing weather condition or the weather forecast. The suspension of cargo operation remains Charterers’ time.
 
m)            The Charterers undertake to thoroughly clean all holds used, twice with salt water and final wash by fresh water immediately after discharge. The fresh water so required for washing down all holds is to be supplied by the Charterers at their expense.
 
n)            The Charterers may alternatively request the vessel’s crew, subject to Master’s agreement, to render customary assistance in cleaning all cargo compartments as required under m) above paying USD 800 per used hold which is additional to the normal intermediate hold cleaning stipulated under Clause 51 of this Charter Party.
 
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Notwithstanding the above, all intermediate hold cleaning are at Charterers’ time/expense/ risk and responsibility and in any case Owners are not responsible for passing cargo hold cleanliness inspection.
 
o)            The Owners/Master shall have the option to deviate, make for a port of refuge and seek assistance should the Master suspect a serious abnormality in the temperature of the cargo during the voyage or any damages that may cause the potential hazard to the cargo and/or the common interests in the vessel. The deviation of such shall be for Charterers’ time, risk and expense.
 
p)            In case of any dispute arising out of cargo operations, Owners’ independent P & I representative is to be deemed the final ruling and the cost of the Owners’ P & I representative is to be paid and borne by the Charterers.
 
38.           Certificates/Vaccinations
 
Owners are obliged to deliver and maintain throughout the currency of this Charter Party the vessel, her crew and anything pertaining hereto supplied with up-to-date and complete certificates (including Oil Pollution Certificates), approvals, equipment and fittings enabling the vessel and her crew to trade within the trading limits and to load, carry and discharge all cargoes permitted under this Charter Party.
 
Officers and crew to comply with vaccination and sanitary regulations in all ports of call and corresponding certificates to be available onboard, enabling the vessel to obtain radio free pratique.
 
If requested, Owners to provide Charterers with copies of any certificates/approvals.
 
Any time lost and all extra directly related expenses resulting from Owners’ non-compliance with the above to be for Owners’ account and may be deducted from hire.
 
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39.           Crew Service
 
With reference to Clause 8 of this Charter Party “customary assistance” shall include but not be limited to:
 
a)             All opening and closing of hatches, when and where required, if permitted by local regulations.
 
b)            Raising and lowering of derricks and rigging cranes, if fitted, and/or gangways in preparation for loading and discharging.
 
c)             Shaping up vessel’s holds/hatches and cranes, if fitted, as much as possible prior arrival at loading and/or discharging places so as to immediately commence loading and/or discharging operations subject to weather conditions and the safety of the crew.
 
The above services shall be considered as a minimum and shall in no way be construed as an alternative to or reduction in the standard of services from Officers and crew generally required under this Charter Party.
 
40.           Logs Loading Clause
 
Vessel is fitted for loading logs and vessel has log loading equipment such as lashing material for full cargoes on deck upon delivery and vessel to maintain same in good working order throughout the timecharter period.
 
The vessel’s Officers and crew shall perform extra work, if so requested by the Charterers and approved by Owners such as erecting stanchions, lashing, relashing or unlashing of cargo, including cargo mark-off for separation of cargo or collecting, restowing and positioning of dunnage and/or lashing materials etc., as on board.
 
Such work to be done against crew compensation of USD 3000 per voyage which to be paid directly to Owners’ bank account by Charterers.
 
Charterers to pre-advise Owners as early as possible of any intention to load logs.
 
41.           Deductions
 
Charterers’ option to deduct estimated Owners’ disbursements and bunkers on redelivery from last sufficient Charter hire, but always up to a maximum of USD 1000 per port of call.
 
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Charterers to settle Owners’ outstanding disbursement account within 3 months after redelivery and against port Agents’ original vouchers.
 
42.           Delivery of Cargo against Letter of Indemnity
 
In case the original Bill(s) of Lading not available upon vessel’s arrival at discharging port, Owners/Master, if so requested by Charterers to release the entire cargo against Charterers’ Letter of Indemnity which complies with Owners’ standard P & I Club wording/format. Original copy of Letter of Indemnity to be sent to Owners’ office by courier services after being sent by fax.
 
Should Charterers require vessel to change discharging port after Bills of Lading have been issued, Owners to comply with such instructions upon receipt of a faxed copy of a single Letter of Indemnity signed by Charterers only and issued in conformity with Owners’ standard P & I Club form.
 
When and if required Charterers may place one original Bill of Lading on board, against which Bill of Lading delivery of cargo to take place on instructions received from Shippers/Charterers and all original Bills of Lading to be marked accordingly.
 
43.           Delivery/Redelivery Time
 
Delivery and redelivery time to be based on local time, but hire calculation to be based on Greenwich Mean Time.
 
44.           Description Clause
 
See Appendix A
 
45.           Bimco Double Banking Clause
 
a)             The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside and such safe dock, wharf, anchorage or other place for trans-shipment, loading or discharging of cargo and/or bunkering.
 
b)            The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed and shall give the Owners such advance notice as they reasonably can of the details of any such operations.
 
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c)             Without prejudice to the generality of the Charterers’ rights under (a) and (b) it is expressly agreed that the Master shall have the right to refuse to allow the vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do  The Master has the right at any time to order the other vessel away from his vessel or instruct his own vessel to sail if he considers it unsafe for vessel to remain double banked.
 
d)            The Owners shall be entitled to insure any deductible under the vessel’s hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the vessel’s Underwriters and/or the cost of insuring any deductible under the vessel’s hull policy.
 
e)             The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The vessel shall remain on hire for any time lost including period for repairs as a result of such operation.
 
46.           Houseflag/Markings
 
The Charterers shall have the liberty of flying their own house flag.
 
47.           ITF/Boycott
 
Owners warrant that the vessel’s crew is and will be during the period of this Charter Party employed under a bona fide agreement, the standard of which is fully acceptable to the I.T.F. and Unions in all countries not excluded in this Charter Party.
 
In the event of the vessel being denied or restricted in the use of port and/or loading and/or discharging facilities or shore labour and/or tug or pilotage assistance or of any other restriction, detention or any loss of time whatsoever due to boycott or arrest of the vessel or due to government restrictions, all caused by the vessel and/or by reason of the terms and conditions on which members of the crew are employed or by reason of any trading of this or any other vessel under same ownership or operation or control, the payment of hire shall cease for the time thereby lost and all extra directly related expenses incurred due to above are to be for Owners’ account and may be deducted from hire.
 
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48.           In Lieu of Hold Cleaning
 
Charterers shall have the option of redelivering the vessel without cleaning of holds against paying the Owners a lumpsum of USD 4,000 in lieu of such cleaning including dunnage removal/disposal, payable together with the hire payment to Owners’ designated bank account.
 
49.           Inspection
 
The Charterers and/or their supercargo(es) shall have free and unlimited access to the whole vessel including but not limited to bridge, holds, engine room, all vessel’s tanks including bunker, lubricating oil, sludge, ballast water, fresh water tanks. Whenever required the Master must bring the vessel to an even trim to ensure correct bunker soundings. The Charterers and/or their supercargo(es) and/or surveyor(s) to have free and unlimited access to the vessel’s deck and engine log books, tank plans, calibration scales and/or other plans as requested and are allowed to make copies of same.
 
50.           Insurance
 
Premium for basic war risks insurance on hull and machinery and Officers/crew to be for Owners’ account. Any additional premium nett of all rebates in respect of these risks solely arising from the vessel proceeding at the Charterers’ request to areas designated as excluded areas by war risks Underwriters to be for Charterers’ account, however not to exceed what would have been quoted or charged if the vessel was covered on the London market. If Owners have not covered basic war risks insurance, Charterers only to pay the differential as if the Owners were covered and only against presentation of Underwriters’ original invoice. Crew bonus for trading into these areas to be for Charterers’ account.
 
51.           Intermediate Hold Cleaning
 
Vessel’s crew shall render customary assistance in cleaning cargo holds in preparation for next cargo if required by Charterers and if not prevented by shore regulations. Such cleaning to be performed provided this can be safely done, weather permitting. Charterers shall pay USD 450 per hold actually cleaned including dunnage removal/disposal, if any. In any case Owners are not responsible for passing hold survey for loading of next cargo during the entire period. The work to be done in the same efficient manner as if the vessel was trading for Owners’ account, but without responsibility and liability on part of Owners regarding acceptance of vessel at loading port if vessel is rejected due to previous cargo(es) carried under this Charter Party. All fresh water used for hold cleaning to be for Charterers’ account.
 
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52.           Laving up/Return Insurance
 
Charterers shall have the right to order the laying up of the vessel at any time and for any period of time at a safe berth or anchorage and in the event of such lay up the Owners shall promptly take steps to effect all the economies in operating costs, including insurance, which may be possible and give prompt credit to the Charterers in respect of all such economies. At the request of the Charterers the Owners shall at any time provide an estimate of the economies which would be possible in the event of laying up of the vessel. The Charterers to have the benefit of any return insurance premium received by the Owners from their Underwriters as and when received by reason of the vessel being in port for minimum 30 (thirty) days, provided the vessel is fully on hire.
 
53.           Loading of Steel
 
Steel cargoes to be sufficiently dunnaged/lashed/secured and unlashed/unsecured at Charterers’ expense and in their time by stevedores under the supervision of the Master and up to his satisfaction. Owners to appoint P & I surveyor to carry out a pre-loading survey and cost of same to be shared equally by Owners and Charterers.
 
54.           Notices
 
Owners to keep Charterers informed about vessel’s position and delivery to the Charterers.
 
55.           Off- Hire
 
Should the vessel put back whilst on voyage by reason of an accident or breakdown or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness of or accident to the crew or any person on board the vessel (other than passengers or supercargo travelling by request of the Charterers), or by reason of the refusal of the Master or crew to perform their duties, or by reason of salvage or oil pollution, even if alleged, or capture/seizure or detention by any authority/legal process except if caused by Charterers, the hire shall be suspended from the time of inefficiency until the vessel is again efficient in the same or equidistant position in Charterers’ option and voyage resumed therefrom. All extra directly related expenses incurred including bunkers consumed during period of suspended hire shall be for Owners’ account.
 
The Charterers may, in their option, partly or wholly add any off hire period(s) to the timecharter period.
 
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During any off-hire period estimated to exceed 8 days, the Owners to give the Charterers not less than 5 days definite notice of resumption of the service.
 
If the vessel has been off-hire for a period of more than 30 days, the Charterers are at liberty to cancel the balance of this Charter Party, in which case redelivery shall take place upon vessel being free of cargo, irrespective of redelivery ranges.
 
56.           Oil Pollution
 
Owners guarantee to provide and maintain during the entire timecharter period at their expense and carry on board the vessel a valid U.S. Certificate of Financial Responsibility. Owners also guarantee to have secured current certificates for other countries/federal states or municipal or other division or authority thereof, where guarantees are required. All such certificates to be valid throughout the entire timecharter period.
 
The Charterers shall in no case be liable for any damage as a result of the Owners’ failure to obtain the aforementioned certificates. Time lost by non-compliance to be considered as off-hire and may be deducted from hire and Owners hold Charterers harmless against any consequential losses, damages or expense.
 
57.           On/Off-Hire Survey
 
A joint on/off bunker and condition survey to be carried out by a mutually agreed surveyor. Time and cost of same to be equally shared between Owners and Charterers.
 
58.           Panama/Suez Canal
 
Owners warrant that the vessel is fitted for the transit of the Suez and Panama Canal. Should the vessel not meet these or other canal requirements, Charterers may suspend hire for all time thereby lost and Owners to pay all expenses resulting from such failure as a consequence thereof.
 
59.           Deleted.
 
60.           Power Clause
 
The vessel to supply free of expense to Charterers’ account 440 volt 3 phase 60 cycles and 40 kva per crane from engine room switchboard, provided that such crane cannot be used for cargo operation. Forklift trucks/bulldozers/grabs/magnets etc., shall be allowed to be used in the holds if necessary, but always subject to vessel’s permissible strength.
 
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Charterers have the right to fit magnets or other loading/discharging equipment customary to the trade onto vessel’s cranes subject to vessel’s lifting capacity.
 
61.           Protective Clauses
 
The New Both-to-Blame Collision Clause, The New Jason Clause, Baltic Conference War Risks Clause for Timecharters 1993 (Code name Conwartime 1993), P & I Bunkering Clause and Hague Rules Legislation, as applicable and attached are all to be considered as part of this Charter Party and all Bills of Lading issued under this Charter shall be subject to all said clauses and contain Voywar 1993.
 
The USA/Canadian Clause Paramount as applicable or the Hague Rules as enacted in countries other than the USA or Canada as applicable to be incorporated in all Bills of Lading, except where Hamburg Rules are mandatory.
 
62.           Punctual Payment
 
Referring to lines 60 and 61, where there is any failure to make “punctual and regular payment” due to errors or omission of Charterers’ employees, bankers or Agents or otherwise for any reason where there is absence of intention to fail to make payment as set out, Charterers shall be given by Owners 3 banking days notice to rectify the failure and where so rectified the payment shall stand as punctual and regular payment.
 
63.           Sea Carrier Initiative Agreement
 
Owners and Charterers confirm that they are both signatories to the Sea Carrier Initiative Agreement in order to co-operate with the U.S. Customs Service in the fight against the drug menace.
 
64.           Smuggling
 
Owners to be free from responsibility for any consequences owing to smuggling, unless caused by vessel’s Officers and/or crew or Owners’ servants.
 
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65.           Stevedore Damage
 
Should any damage be caused to the vessel or her fittings by the Charterers or their stevedores the Master is to
 
a)             Give written notice to the Charterers as soon as practicable after occurrence of particulars available of the damage caused and name of the party allegedly responsible for the damage.
 
b)            Promptly, but latest within 24 hours, give written notice to the party allegedly responsible, giving particulars available of the damage and its alleged cause and where possible try to obtain the written acknowledgement of liability from such party, or failing that, try to obtain the acknowledgement of receipt of such notice.
 
c)             As soon as practicable arrange, in conjunction with Charterers’ Agents, for the damage to be surveyed and an estimate of the repair costs given.
 
Failing the aforementioned the Charterers are not to be responsible for such damage and/or loss of time, except for hidden damage which must be attended to as per the above procedure as soon as discovered, but latest upon completion of the voyage in question.
 
Charterers shall have the liberty to redeliver the vessel without repairing the damages for which Charterers are responsible as long as same does not affect the vessel’s sea and cargo worthiness, but Charterers undertake to reimburse costs of repairs against production of repair bill by repairers and/or dockyard, unless otherwise mutually agreed. Stevedore damages affecting the vessel’s sea and cargo worthiness for which Charterers are liable to be made good to the satisfaction of the class surveyor immediately at Charterers’ time and expense.
 
66.           Taxes
 
Taxes and/or dues and/or charges whatsoever imposed on cargo by any local or national authorities arising out of trade under this Charter Party to be borne by Charterers. Taxes levied by governments other than that of Owners’ domicile or vessel’s flag on earnings under this Charter Party other than the hire payable to Owners shall be for Charterers’ account.
 
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67.           Trading Exclusions
 
The vessel is to be employed in lawful trades for the carriage of lawful merchandise only between good and safe berths, ports or areas where the vessel can safely lie always afloat, except at such places in Argentina/Brazil/Uruguay/Buenaventura/River Belt area Nigeria (Lagos/Port Harcourt/Calabar) where it is customary for the similar size and dimensions of vessels to safely lie aground, which is always at Charterers’ risks and subject to the permissible/prevailing draft at entrance of the NAABSA port declared by port authorities/pilot and always subject to the discretion of Master.
 
NAABSA trading at any other place not listed above to be subject to Owners’ and Owners’ hull Underwriters’ prior approval which not to be unreasonably withheld. The Charterers are to furnish the Owners with all relevant information of the port/s in question with conditions.
 
The vessel is to be employed within IWL especially excluding Russian Pacific ports (as long as the present regulations in the trading countries, including but not limited to Canada and U.S.A apply restricting vessels trading there after calling Russian Pacific ports), Cambodia, Turkish occupied Cyprus, Kuwait, Iraq, Somalia, Yemen, Ethiopia, Israel and Israelian controlled territories, Lebanon, Syria, Libya (including Gulf of Sidre/Sirte), Congo (Democratic Republic of formerly Zaire), Liberia, Sri Lanka, Sierra Leone, Eritrea, Angola (including Cabinda, Haiti, Cuba, Burma (Myanamar), North Korea, Sudan, Syria, Albania, former Yugoslavia unless allowed by United Nations and approved by Owners’ P & I Club (but Slovenia and Croatia allowed), all war, warlike and war risk zones declared from time to time by the London War Committee on war risk trading warranties The vessel is not allowed at any time to trade to the ports/areas which are prohibited from trading by the United Nations and/or international organization of the U.N. and/or the authorities of the country under which flag the vessel is flying. No direct sailing between mainland China and Taiwan, between South and North Korea. Vessel cannot call Babo (Indonesia) for loading logs.
 
If vessel calling Yemen, Lebanon, Iran, Congo, Libya it will be subject Owners’/ Owners’ P & I prior approval, which should not be unreasonably withheld.
 
Charterers’ option to breach IWL but always subject to Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium.
 
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Charterers’ option to breach war risk warranty subject Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium and crew war bonus according to ITF scale. Owners’ approval should not be unreasonably withheld. Charterers permission to proceed via Suez/Red Sea without obtaining Owners’ prior approval, but additional premium for Charterers’ account.
 
Should the political situation in any of the excluded countries change to the extent that trading vessel to countries in question becomes acceptable and usual practice, Owners to consider any request from the Charterers to trade such countries, however always subject to Owners’ approval.
 
68.           U.S. Trade - Unique Bill of Lading Identifier Clause
 
The Charterers warrant that each transport document accompanying a shipment of cargo destined to a port or place in the United States of America shall have been endorsed with a unique Bill of Lading identifier as required by the U.S. Customs Regulations (19 CFR Part 4 Section 4. 7.A) including subsequent changes, amendments or modifications thereto, not later than the first port of call.
 
Non compliance with the provisions of this Clause shall amount to breach of warranty for the consequences of which the Charterers shall be liable and shall hold the Owners harmless and shall keep them indemnified against all claims whatsoever which may arise and be made against them.
 
Furthermore, all time lost and all expenses incurred including fines as a result of the Charterers’ breach of the provisions of this Clause shall be for the Charterers’ account.
 
69.           Warranties
 
Owners warrant that the vessel
 
•              is not blacklisted by Arab countries nor anywhere else within the agreed trading limits
 
•              has not traded Cambodia, Cuba, Israel and North Korea
 
•              is eligible for bunkers in the United States of America, its territories and possessions in accordance with directives from the United States Department of Commerce, Office of International Trade.
 
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70.           Hold Cleanliness
 
See line 22 of printed form
 
71.           Weather Routing
 
The Charterers may supply an independent weather bureau advice to the Master during voyages specified by the Charterers and the Master shall comply with the reporting procedures of the weather bureau, however the Master remains responsible for the safe navigation and choice of route.
 
Evidence of weather conditions shall be taken from the vessel’s deck logs and independent weather bureau’s reports.  In the event of a consistent discrepancy between deck logs and the independent weather bureau’s reports, the independent bureau’s reports shall be taken as ruling.
 
72.           Drydocking Clause
 
Charterers shall upon receipt of minimum 30 days notice from the Owners agree to release the vessel from their employment free of cargo for the purpose of drydocking. Owners to respect Charterers’ trading pattern and accept to take the vessel in between Charterers’ scheduled employment wherever this may be. The actual drydocking place, port to be Owners’ choice. Vessel is to go off-hire at the time/place where she deviates from her course and to go on-hire when she is again ready at Charterers’ disposal in the same or equidistant position at Charterers’ option as when she went off-hire. If vessel is to drydock at a port where Charterers are loading/discharging/bunkering her, then vessel to go off-hire on leaving load/discharge/bunker place and to go on-hire again on leaving drydock.
 
All bunkers consumed during off-hire are for account of Owners. Unless otherwise agreed, Owners to deliver vessel to Charterers after drydocking with same quantity of bunkers on board as when she was redelivered to Owners.
 
73.           Hose Test Clause
 
Charterers have the right to carry out any test including but not limited to ultrasonic test, hose test and chalk test on hatch covers during the entire period of the Charter.
 
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74.           Bimco War Cancellation Clause
 
Either party may cancel this Charter Party on the outbreak of war or hostilities between any two or more of the following countries: the United States of America, Russia, the United Kingdom, France, People’s Republic of China.
 
75.           Grab Fitting/Operation Clause
 
Charterers have the option of fitting vessel with grabs at their time and expense. The initial fitting of grabs are to be at Charterers’ expenses/risk and stowage to be in accordance with class/Owners’ approval. Owners shall not be responsible for any losses or damages caused to the grabs placed on board the vessel by the Charterers and all grab fittings to be removed and all welding points to be restored to the original condition upto Master’s satisfaction by the Charterers prior to redelivery.
 
Grabs and its accessories fitted on board to remain Charterers’ property. The Owners undertake to maintain the grabs and its accessories as per instruction manual. Master to forward details report every 3 months as to the condition of grabs and maintenance performed since last report. Charterers to pay USD 500 per month to Owners’ bank account for the above mentioned works. Charterers undertake to pay all expenses in respect of repair and maintenance of the grabs and Owners not to be responsible for any breakdown.
 
76.           Deleted.
 
77.           Bimco Standard ISM Clause
 
From the date of coming into force of the International Safety Management (ISM) Code in relation to the vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.
 
Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the ISM Code shall be for the Owners’ account.
 
78.           Deleted
 
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79.           Bimco ISPS Clause for Time Charter Parties:
 
a) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and the Company. Upon request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style contact details of the Company Security Officer (CSO).
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Owners or the Company to comply with the requirements of the ISPS Code or this Clause shall be for the Owners’ account.
 
(b) (i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact details and, where sub-letting is permitted under the terms of this Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the CSO and the SSO/Master. Furthermore, the Charterers shall ensure that all sub-charter parties they enter into during the period of this Charter Party contain the following provision:
 
The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under the terms of the Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners.
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers’ account.
 
(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the Charterers’ account, unless such costs or expenses result solely from the Owners’ negligence. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners’ account.
 
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(d) If either party makes any payment which is for the other party account according to this Clause, the other party shall indemnify the paying party.
 
U.S. Customs Advance Notification/AMS Clause for Time Charter Parties
 
a)             If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Charterers shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:
 
i)              Have in place a SCAC (Standard Carrier Alpha Code);
ii)             Have in place an ICB (International Carrier Bond);
iii)            Provide the Owners with a timely confirmation of i) and ii) above; and
iv)           Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs and provide the Owners at the same time with a copy thereof.
 
b)            The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, the Vessel shall remain on hire.
 
c)             If the Charterers’ ICB is used to meet any penalties, duties, taxes or other charges which are solely the responsibility of the Owners, the Owners shall promptly reimburse the Charterers for those amounts.
 
d)            The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.
 
80.           Owners have the option to change vessel’s flag.
Flag change to be subject to Charterers’ acceptance of flag to be flown, which not to be unreasonably withheld.
 
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81.           Owners have the option to sell the vessel.
New Owners to be subject to Charterers’ prior approval, which not to be unreasonably withheld. New Owners to remain responsible for due fulfilment of this Timecharter.
 
82.           Mortgage and Assignment
 
Charterers agree that Owners may grant to its financiers an assignment of this Charter and all the Owners’ rights, title, interest and benefits therein, including the right to receive Charter hire and other sums and may grant a mortgage and such other security documents as the financiers shall require. The Charterers agree to acknowledge and consent to be bond by notice of any assignment of this Charter executed by Owners.
 
83.           Owners’ bank:

BENEFICIARY:	 	GENCO RELIANCE LIMITED	
 	 	TRUST COMPANY COMPLEX,	
 	 	AJELTAKE ROAD, AJELTAKE ISLAND, MAJURO,	
 	 	MARSHALL ISLANDS MH 96960	
 	 	 	
RECEIVING BANK:	 	NORDEA BANK FINLAND PLC - NEW YORK BRANCH	
 	 	437 MADISON AVENUE,	
 	 	NEW YORK, NY 10022	
 	 	 	
SWIFT:	 	NDEAUS3N	
 	 	 	
ABA ROUTING NO:	 	026010786	
 	 	 	
BENEFICIARY	 	 	
ACCT. NO.	 	7434682001	
 
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BOTH TO BLAME COLLISION CLAUSE
 
If the liability for any collision in which the vessel is involved while performing this Charter Party fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim against the carrying ship or carrier.
 
The foregoing provisions shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.
 
GENERAL AVERAGE AND THE NEW JASON CLAUSE
 
General Average shall be payable according to the York/Antwerp Rules 1974 but where the adjustment is made in accordance with the law and practice of the United States of America, the following clause shall apply:
 
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever whether due to negligence or not, for which or for the consequence of which the carrier is not responsible by statute, contract or otherwise, the goods, shippers, consignees or owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.
 
If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.
 
and the Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.
 
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P & I BUNKERING CLAUSE
 
The vessel shall have the liberty as part of the contract voyage and at any stage thereof to proceed to any port or ports whatsoever whether such ports are on or off the direct and/or customary route or routes to the ports of loading or discharge named in this Charter and there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks, deeptanks and any other compartment in which oil can be carried whether such amount is or is not required for the chartered voyage.
 
BIMCO Standard War Risk Clauses for Time Charters 1993 
Code Name “CONWARTIME 1993”
 
1              For the purpose of this Clause the words:
 
a)          “Owners” shall include the shipowners, bareboat Charterers, disponent Owners, managers or other operators who are charged with the management of the vessel and the Master and
 
b)          “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 or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group or the government of any state whatsoever which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the vessel, her cargo, crew or other persons on board the vessel.
 
2              The vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through any port, place, area or zone (whether of land or sea) or any waterway or canal, where it appears that the vessel, her cargo, crew or other persons on board the vessel, in the reasonable judgement of the Master and/or the Owners may be, or are likely to be, exposed to war risks. Should the vessel be within any such place as aforesaid which only becomes dangerous or is likely to be or to become dangerous after her entry into it, she shall be at liberty to leave it.
 
3              The vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels or is imposed selectively in any way whatsoever against vessels of certain flags or ownership or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a billigerents right of search and/or confiscation.
 
4
 
a)          The Owners may effect war risks insurance in respect of the hull and machinery of the vessel and their other interests (including but not limited to loss of earnings and detention, the crew and their Protection and Indemnity risk) and the premiums and/or calls therefore shall be for their account.
 
28

 
b)          If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to the Charterers’ orders, the vessel is within or is due to enter and remain within any area or areas which are specified by such Under- writers as being subject to additional premiums because of war risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.
 
5              If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then such bonus or additional wages shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due.
 
6              The vessel shall have liberty:
 
a)          to comply with all orders, directions, recommendations or advice as to departure, 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 the vessel sails, or other government to whose laws the Owners are subject, or any other government, body or group whatsoever acting with the power to compel compliance with their orders or directions;
 
b)          to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;
 
c)          to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supernational body which has the right to issue and give the same and with national laws aimed at enforcing the same to which the Owners are subject and to obey the orders and directions of those who are charged with their enforcement;
 
d)          to divert and discharge at any other port any cargo or part thereof which may render the vessel liable to confiscation as a contraband carrier.
 
e)          to divert and call at any other port to change the crew or any part thereof or other persons on board the vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.
 
7              If in accordance with their rights under the foregoing provisions of this Clause the Owners shall refuse to proceed to the loading or discharging ports or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.
 
8              If in compliance with any of the provisions of sub-clause (2) to (7) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.
 
29

 
APPENDIX A-VESSEL’S DESCRIPTION
 
M.V. “TOP RELIANCE”
 
HONG KONG FLAG BUILT 1999, DOUBLE HULL SD LOG FITTD BC
29, 952MTDW ON 9.994M SSW (TPC ABOUT 40.64)
LOA/BM   170.0/27.0M
GRN/BALE   39,152/38,819CBM
GRT/NRT   18,036/10,227
5HOLDS/5HATCHES
4X30T CRANES
ABOUT 14K(L) / 14.5K(B) ON ABOUT 23.5 MT IFO 180CST + ABT 1.5MT IFO 180CST
FOR G/E IN CALM SEA AND FAIR WEATHER CONDITION WITH WIND SPEED UP TO AND INCL BEAUFORT SCALE 4

IN PORT CONS     :	ABOUT 3.5MT IFO (WORKING) OR	
 	 ABOUT 2.0MT IFO (IDLE)	
NDAS BUT VESSEL HAS LIBERITY OF USING MDO WHEN MANOEUVRING, IN/OUT OF PORTS, STARTING OF A/E, NAVIGATING IN SHALLOW/RESTRICTED/BUSY WATERS, POOR WEATHER, CANALS AND RIVERS

BKR SPEC     :	FO - ISO8217 RME25 (1996E)	
 	DO - ISO 8217 DMB (1996E)	
HATCHCOVER  :   FOLDING TYPE
HATCH DIMEN : 1) 12.4 X 14.4M 2-5) 18.6 X 17.6M
HEIGHT OF FIXED AND HINGED STANCHION
H/1     5.6M (FROM UPPDER DECK SIDE LINE)
H/2-5   8.1M (FROM UPPER DECK SIDE LINE)
HOLD DIM (LENGTH X WIDTH(FWD) X WIDTH(AFT)) IN M:
H1   20.1 X 8.3 X 22.2
H2   26.9 X 22.2 X 25.2
H3   26 X 25.2 X 25.2
H4   26.9 X 25.2 X 25.2
H5   27.9 X 25.2 X 24
STR FOR HVY CGO (#2+#4 CAN BE EMPTY)
AHL/GRN/CO2 FITTED
ALL ABOUT
 
Charterers Questionnaire

1.	Flag   :	Hong Kong	
 	Crew Nationality   :	PRC	
 	ITF   :	Fitted	
2.	Built In Oshima Shipyard May 1999	
 	Class   :	ABS	
 	Ex-Name$   :	Nil	
3.	Eng/Bridge Aft   :	Yes	
4.	Vessel is single deck self-trimming bulkcarrier with double hull structure fully logs fitted	
5.	LOA/BEAM/Depth moulded   :	170/27/14.1M	

 

6.	 	 	DWT	 	DRAFT	 	TPC	 	
 	Summer SW	 	29952	 	9.994	 	40.64	 	
 	Winter SW	 	29107	 	9.786	 	 	 	
 	Tropical SW	 	30800	 	10.202	 	 	 	
 	Tropical FW	 	30782	 	10.423	 	 	 	
 	Lightweight  :	 	6122  MT	 	 	 	

7.	Constant excluding fresh water   :	about 320 MT	 	
8.	Fresh water tank capacity   :	248.8CBM	 	
 	Fresh water evaporator capacity   :	about 20MT per day	 	
 	 	(24 hours  steaming)	 	
9.	Capacity  :	(Hold + Hatches In Cbm)	 	

Hold	 	Grain	 	Bale	 	
1.	 	4548	 	4490	 	
2.	 	8667	 	8611	 	
3.	 	8588	 	8518	 	
4.	 	9003	 	8940	 	
5.	 	8346	 	8260	 	

10.	Speed/Consumption : about 14k(L)/14.5k(B) on about 23.5 MT IFO 180 CST + about 1.5 MT IFO 180 CST for G/E under good weather condition and calm sea with wind speed up to (including) beaufort scale 4	
11.	Port consumption:  about 3.5 metric tons Intermediate Fuel Oil (working) or about 2.0 metric tons Intermediate Fuel Oil (idle) no diesel at sea but vessel has liberty of using marine diesel oil when manoeuvring, in/out of ports, starting of a/e, navigating in shallow/ restricted /busy waters, poor weather and canals, rivers.	
12.	Bunker tank capacity (96%)	
 	 	IFO	1195.3 CBM	MDO	104.6 CBM	
13.	Ballast tank capacity    :   9965.4 CBM	 	
 	No.3 hold ballast capacity  :   8588 CBM	 	
14.	No. Of Hatches   :   5	 	 	
 	Hatch dimentsion (IN M)  :	 1.	12.4 X 14.4	
 	 	 	 	2-5.	18.6 X 17.6	
 	Type of hatch covers :   folding	 	
 	Cement holds             :   2 X 700 MM per hatch	 	
 	Distance from forward hatcoaming of 1st hatch to aft hatchcoaming of last hatch : about 122.4M	
15.	No. of Holds   :   5	 	
 	Hold Dimensions (in M)	 	 	
 	1.	20.1 X 8.3F X 22.2A	 	 	
 	2.	26.9 X 22.2F X 25.2A	 	 	
 	3.	26 X 25.2 X 25.2	 	 	
 	4.	26.9 X 25.2 X 25.2	 	 	
 	5.	27.9 X 25.2F X 24A	 	 	
 	Flat tanktop dimensions (in M)	 	 	
 	1.	20.1 X 3.4F x 15.8A	 	 	
 	2.	26.9 X 16F X 20.1A	 	 	
 	3.	22.3 X 20.1	 	 	

 

 	4.	26.9 X 20.1  	 	 	
 	5.	27.9 X 20. IF X 6A	 	 	
 	Cargo holds :   hoppered with topside wingtank	 	
 	No obstacles/obstructions in holds or tanktop	 	
 	Suitable for grab discharge	 	 	
 	AHL fitted in holds	 	 	
16.	Cargo Gears   :   TSUJI SSHS3024 SWL 30tons	 	
 	Outreach fr ship’s side   :   10.5M (30T load)	 	
 	Slewing speed   :    0.75 rpm	 	
 	Hoisiting speed    :  19M/min (30T load)	 	
17.	Grabs   :   not fitted	 	
 	 	 	 	 	 	
18.	Strength  (MT/M3)	 	
 	Hatchcover   :   2.53	 	
 	Tanktop     :    1.     21.8	 	
 	                   2, 4, 5  20	 	
 	                       3     21.2	 	
 	Upperdeck   : 1.     27.2	 	
 	                       2–5    3.93	 	
 	Crossdeck   :     3.3	 	
19.	Confirm vessel fitted for the carriage of grain in accordance with chapter VI of solars 1974 and amendments without bagging, strapping and securing when loading a full cargo (DWT) of grain in bulk with untrimmed ends	
20.	Fitted for transit Panama/Suez canal   :   Yes	
21.	Strengthed for heavy cargoes  :  Yes, holds 2/4 empty	
22.	Vessel fully logs/timber fitted with lashing materials for full cargo of logs under/on deck	
23.	WLTHC  (all about)	 	

Hatch No.	 	Fully Load	 	Normal Ballast	 	Heavy Ballast	 	
 	 	(W/O 3 Hold)	 	(W 3 Hold Ballst)	 	 	 	
1	 	6.12M	 	12.13M	 	9.37M	 	
2	 	6.12M	 	11.82M	 	9.37M	 	
3	 	6.12M	 	11.45M	 	9.37M	 	
4	 	6.12M	 	11.08M	 	9.37M	 	
5	 	6.12M	 	10.71M	 	9.37M	 	

24.	Distance from bottom of keel to highest fixed point : about 40.97M	
25.	Centerline bulkhead  :  No	
26.	Vessel has not traded Cuba for last 180 days	
27.	Vessel is not on Arab boycott list	
28.	Official No. 10743	
 	Port of Registry   :  Monrovia, Liberia	
 	CALL SIGN   :  E L V Q 8	
 	 	
 	Tlx No.	347706940	
 	Fax No.	347706920	
 	Tel No.	347706910	
 	C.tlx:	447708210	
 	E-mail:	trl@tgship.amosconnect.com	

 

 	GRT/NRT (international)   :   18036/10227	
 	Panama NRT	:   15078.68	
 	GRT/NRT (Suez)	:   18776.32/16658.45	
 	Name Of Master	:   Capt. Zhong Qin Fang	
 	C/O	:   Zhang Wei	
 	C/E 	:   Zhang Ke Jun	
 	Registered Owners  :   Top Reliance Maritime Inc., Liberia	
 	P&I Club  :	
 	The London Steamship Owners Mutual Insurance Association	
 	H + M U/Writer   :   Gerling, Oslo	
 	H + M Value        :   USD 19.28M	
 	Manager     :      	Top Glory Shipping Co. Ltd.,	
 	 	27/F Top Glory Tower 262 Gloucester Road	
 	 	Causeway Bay, Hong Kong	
 	 	Tel	: (852) 2833 0688	
 	 	Fax	: (852) 2833 0683	
 	 	Tlx   	:  72451 Tgshp Hx	
 	 	Operation Dept.	
 	 	Email  :	operation@tgship.com.hk	
 	 	 	Capt Eddie Lau (Operation Manager)	
 	 	Tel : (852) 2833 0680 direct	
 	 	Mobile : (852) 9191 0232	
 	Owners Banking Details (for receiving charter hire)	
 	 	
 	See Clause 83	

 	Last Drydock           :	
 	Last Special survey :   N.A.	
 	Next Drydock/Special survey:	
 	Last 6 cargoes:	
29.	Vessel and Manager :  ISM certified	
All Details About	

 
Exhibit 10.13

	Time Charter
GOVERNMENT FORM
Approved by the New York Produce Exchange
 November 6th, 1913 - Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946	[SEAL]	
 
This Charter Party, made and concluded in London                                                   30th day of November, 2004                        19        Between GENCO SUGAR LIMITED, MARSHALL ISLANDS                                                                                              Owners of the good Hong Kong                         Steamship /Motorship “TOP SUGAR” to be renamed “GENCO SUGAR”              of                        of 18,036                          tons gross register, and 10,227                             tons net register, having engines of                          indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classed A.B.S.                            at                      of about 39,152                 cubic metres grain feet bale capacity, and about 29,952 metric                     tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship’s deadweight capacity, allowing a minimum of fifty tons ) on a draft of 9.994             feet metres           inches on salt             Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about             tons of fuel, and capable of steaming, fully laden throughout the currency of this Charter Party, under good weather conditions about 14 knots (Laden)/14.5 knots (Ballast) on a consumption of about 23.5 metric tons Intermediate Fuel Oil (180 CST) plus about 1.5  metric tons Intermediate Fuel Oil  (180 CST)   tons of best Welsh coal best grade fuel oil best grade Diesel oil, now trading                                                                                                                                    and LAURITZEN BULKERS A/S                                    Charterers of the City of C OPENHAGEN                     
Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about for minimum 20 months/maximum 24 months, timecharter in Charterers’ option via safe                        anchorage(s), safe berth(s), safe port(s), always accessible, always afloat and always within Institute Warranty Limits with lawful/harmless merchandise within below mentioned trading limits, but always subject to Owners’s cargo/trading exclusions clause. Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party. Accepance of delivery by Charterers shall not constitute any waiver of Owners’ obligations hereunder. Vessel to be placed at the disposal of the Charterers, at on completion of voyage into CHITTAGONG, expeced end December, 2004                                                                                                                           in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No. 6), as the Charterers may direct. If such dock, wharf or place be not available time to count as provided for in clause No. 5. Vessel on her arrival first loadport of this Charter delivery to be clean and ready to receive Charterers’ intended cargo with clean-swept holds (in case vessel’s holds are not ready as specified by governmental or local independent surveyors, the vessel will be placed off-hire from the time of such failure until passing holds re-inspection and any directly related expenses incurred thereby to be for Owners’ account) and tight, staunch, strong and in every way fitted for the ordinary service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchandise, including petroleum or its products, in proper containers , excluding see Clause 37                                                        (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America Trading exclusions see also Clause 67                                                                   and/or Europe

 
and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic, Charterers have the option to breach Institute Warranty Limits, but always subject to Owners’ and Owners’ insurance Underwriters’ approval which not to be unreasonably withheld and to pay additional premium.                                                                                                                                                                        as the Charterers or their Agents shall direct, on the following conditions:
1.     That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew and watchmen other than compulsory ; shall pay for the insurance of the vessel, also for all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state in hull, cargo spaces, machinery and equipment for and during the service.
2.     That whilst on hire the Charterers shall provide and pay for all the fuel except as otherwise agreed, Port Charges, Canal tolls, compulsory Pilotages, Agencies, Commissions, Consular Charges (except those pertaining to the Crew), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which Owners are vessel is responsible, then all such charges incurred shall be paid by the Owners. Fumigations ordered because of illness of the crew or cargoes carried prior to delivery to be for Owners account. Fumigations ordered because of cargoes carried or ports visited while vessel is employed under this charter to be for Charterers account. All other fumigations to be for Charterers account after vessel has been on charter for a continuous period of six months or more.
Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage and shifting boards and any other fittings already aboard vessel. Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.
3.     That the Charterers, at the port of delivery, and the Owners, at the port of re delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less than                    tons and not more than                tons and to be re delivered with not loss than                    tons and not more than                      tons. See Clause 35
4.     That the Charterers shall pay for the use and hire of the said Vessel at the rate of USD 17,250 (Seventeen thousand, two hundred and fifty                                                                                                                           Dollars) daily incuding overtime, payable every 15 days in advance to Owners’ designated bank account United States Currency per ton on vessel’s total deadweight carrying capacity, including bunkers and stores, on                                          summer freeboard, per Calendar Month, commencing on and from the time day of her delivery, as aforesaid, and at and after the same rate for any part of a day month ; hire to continue until the time hour of t he day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot one safe port any time day or night, Sundays and holidays included Charterers’ option within following ranges:
KANDLA/JAPAN RANGE including TAIWAN, THAILAND, INDONESIA, MALAYSIA,
UKC including full MEDITERRANEAN SEA
BOSTON/BAHIA BLANCA RANGE,
VANCOUVER/BALBOA RANGE,
GIBRALTAR/DOUALA RANGE
CAPE TOWN/MAPUTO RANGE
unless otherwise mutually agreed.  Charterers are to give Owners approximate 30 days then not less than 20/15/10/5/3/2/1 days notice of vessels expected date of re-delivery, and probable port.
5.     Payment of said hire to be made in New York in cash in United States Currency, semi monthly 15 days in advance, and for the last half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes due, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the

 
hire, or bank guarantee or deposit , or on any fundamental breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers. First hire payment to be paid within 3 (three) banking days after delivery (see also Clause 43). Time to count from 7 a.m. on the working day following that on which written notice of readiness has been given to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire.
Cash for vessel’s ordinary disbursements at any port may be advanced as required by the Captain and approved by Owners, by the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances.
6.     That the cargo or cargoes be laden and/or discharged in any safe dock or at any safe wharf or safe place or safe anchorage in port or elsewhere that Charterers or their Agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessels to safely lie aground. Re: NAABSA see Clause 67
7.     That the whole reach of the Vessel’s Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers’ disposal, reserving only proper and sufficient space for Ship’s officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners                           per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequences of the carriage of passengers, Charterers arc to boar such risk and expense. No passengers allowed.
8.     That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary assistance with ship’s crew and boats. The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards employment and agency; and Charterers are to load, stow, lash, unlash, secure and trim and discharge the cargo at their expense under the supervision of the Captain, who is to sign or when required by Charterers authorise the Charterers or their Agents to sign on his behalf Bills of Lading for cargo as presented, strictly in conformity with Mate’s or Tally Clerk’s receipts.
9.     That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.
10.   That the Charterers shall have permission to appoint a Supercargo at Charterers’ risk and expenses, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch, said supercargo to sign Owners’ L.O.I. for riding on board . He is to be furnished with free accommodation, and same fare as provided for Captain’s table, Charterers paying at the rate of USD 10.00 $1.00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore’s Foreman, etc., Charterers paying USD 1350 lumpsum per 30 calendar days or pro-rata at the current rate per meal, for all such cables, victualling and entertainment.
11.   That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily deck and engine Logs, showing the course of the vessel and distance run and the con sumption of fuel as well as revolutions of main engine and velocity of and direction of wind and sea, all in English language.
12.   That the Captain shall use diligence in caring for the cargo and for the ventilation of the cargo.
13.    That the Charterers shall have the option of continuing this charter for a further period of                                     on giving written notice thereof to the Owners or their Agents                              days previous to the expiration of the first-named term, or any declared option.
14.   That if required by Charterers, time not to commence before                                                            and should vessel not have given written notice of readiness on or before                                                            but not later than 4 p.m. Charterers or their Agents to have the option of cancelling this Charter at any time not later than the day of vessel’s readiness.
15.   That in the event of the loss of time from deficiency and/or default and/or strike of men or deficiency of stores, fire, breakdown or damages to hull, machinery or equipment,

 
grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost and all extra directly related expenses may be deducted from hire ; a nd if upon the voyage the speed be reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence thereof, and all extra directly related expenses shall be deducted from the hire.
16.   That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted.
The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the purpose of saving life and property.
17.   That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London Ne w York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial men. See further Arbitration Clause 30.
18.   That the Owners shall have a lien upon all cargoes, all sub-hire freight and all sub-freights for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.
19.   That all derelicts and salvage shall be for Owners’ and Charterers’ equal benefit after deducting Owners’ and Charterers’ expenses and Crew’s proportion. General Average shall be adjusted, stated and settled in London, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F o f York-Antwerp Rules 1990 and subsequent amendments 1924, at such port or place in the United States as may be selected by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of New York.  In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods. Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money.
In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers. Charter hire not contributable to General Average. General Average and Arbitration to be settled in London in accordance with English law.
Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.
20.   Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be allowed by Owners.
21.    Th at as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary, at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service.

 

 
22.   Owners shall maintain the gear of the ship as fitted, providing gear (for all cranes derricks) capable of handling lifts up to their maximum capacity in accordance with the description clause three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same , otherwise equipment and gear for heavier lifts shall be for Charterers’ account. Owners also to provide on the vessel power and electric light on deck and in cargo holds sufficient for night work in all holds simultaneously lanterns and oil for ni ght work, and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers’ expense. The Charterers to have the use of any gear on board the vessel.
23.   Vessel to work night and day, if required by Charterers, and all cranes winches to be at Charterers’ disposal during loading and discharging; steamer Charterers to provide one craneman winchman per crane hatch to work cranes winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship’s articles. If the rules of the port, or labor unions, prevent crew from driving winches, shore Cranemen Winchmen to be paid by Charterers. In the event of a disabled crane or cranes winch or winches, or insufficient power to operate cranes winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time in proportion to the number of working hatches and extra directly related expenses including standby expenses, which Charterers undertake to keep to a minimum level occasioned thereby.
24.   It is also mutually agreed that this Charter is subject to all the terms and provisions of and all the exemptions from liability contained in the Act of Congress of the United States approved on the 13th day of February, 1893, and entitled “An Act relating to Navigation of Vessels; etc.,” in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the attached protective clauses following clauses, both of which are to be included in all bills of lading issued hereunder:
U. S. A. Clause Paramount
This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated heroin, and nothing heroin contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this bill of lading be repugnant to said Act to any extent, such term shall be void to that extent, but no further.
Both to Blame Collision Clause
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or non-carrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non-carrying ship or her owners to the owners of said goods and sot off, recouped or recovered by the other or non-carrying ship or her owners as part of their claim against the carrying ship or carrier.
25.   The vessel shall not be required to enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging.
26.   Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, insurance, crew, acts of pilots and tugboats and all other matters, same as when trading for their own account.

 
27.   A commission of 2 1/2 1.25 per cent is payable by the Vessel and Owners to H.CLARKSON & CO.LTD. LONDON                                                                                                       on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.
28.   An address commission of 2 1/2 per cent payable to                                    on the hire earned and paid under this Charter.
 
Clauses 29 through 83 are to be fully incorporated within the terms of this Charter Party.

 	pr. Lauritzen Bulkers A / S  	 	
 	 	 	
 	/s/  Jens Ditlev Lauritzen	 	
 	Jens Ditlev Lauritzen	 	
 	President	 	

 
This Charter Party is a computer generated copy of the NYPE (Revised 3rd October, 1946) form printed under licence from the Association of Ship Brokers & Agents (U.S.A), Inc., using software which is the copyright of Strategic Software Limited.
 
It is a precise copy of the original document which can be modified, amended or added to only by the striking out of original characters, or the insertion of new characters, such characters being clearly highlighted by underlining or use of colour or use of a larger font and marked as having been made by the licensee or end user as appropriate and not by the author.

 

 
ADDITIONAL CLAUSES TO M.V. “TOP SUGAR”
TO BE RENAMED “GENCO SUGAR”
CHARTER PARTY DATED 30 TH NOVEMBER, 2004
 
29.                                 Additional Fittings
 
Charterers to have the option of welding padeyes and angles, only at the places approved by the Master at their own risk, arrangement and expense.
 
Charterers to remove all padeyes and angles and restore and paint the welding points back to the original condition upto Master’s satisfaction before redelivery, unless Owners request Charterers to maintain same without removal, in which case Charterers will be free from removing padeyes and angles. Charterers’ option to leave the padeyes as is on redelivery against paying Owners USD 10.00 each.
 
30.                                 Arbitration
 
This Charter Party shall be governed by English Law.
It is hereby agreed that all claims below USD 50,000 excluding interest and costs shall be settled as per LMAA Small Claims Procedure 1989.
 
31.                                 Arrest
 
Should the vessel be arrested during the currency of this Charter at the suit of any person having or purporting to have a claim against or any interest in the vessel, hire under this Charter Party shall not be payable in respect of any period whilst the vessel remains under arrest or remains unemployed as a result of such arrest and the Owners shall reimburse to the Charterers any expenditure which they may incur under this Charter in respect of any period during which by virtue of the operation of the Clause no hire is payable.
 
This Clause shall not apply should the arrest be caused through any fault on the part of the Charterers.
 
32.                                 Asian Gypsy Moth
 
Owners guarantee that the vessel meets all U.S./Canadian plant and quarantine regulations and has not called any Russian Pacific port since January 1997.
 
Furthermore, Owners guarantee the vessel is free of any stage of gypsy moth life, be it in the form of egg masses, larvae or live animals. Costs and consequences due to vessel not being able to enter U.S./Canadian ports or not being passed for loading by U.S./Canadian authorities on account of gypsy moth infestation to be for Owners’ account.
 
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33.                                 Bills of Lading
 
Charterers’ Bills of Lading to be used if required by Charterers without prejudice to the terms and conditions of this Charter Party. No through Bills to be issued under this Charter Party.
 
34.                                 Bulldozers
 
Charterers to have the option to use the bulldozers in vessel’s holds, provided not exceeding the tank top strength.
 
35.                                 Bunkers
 
Vessel to deliver with bunkers as on board, which expected to be about 700-800 mt Intermediate Fuel Oil and about 40-50 mt Marine Diesel Oil.
Bunkers on redelivery to be about same quantities.
Bunker prices both ends: USD 180.00 per metric ton IFO and USD 250.00 per metric ton MDO.
 
Charterers’ option to bunker vessel prior delivery, provided not interfering with discharge operations.
 
Value of delivery bunkers to be paid together with the first hire payment.
 
The Charterers may deduct from last sufficient hire payment(s) the estimated cost of bunkers on redelivery.
 
Charterers are to provide the vessel with bunkers in accordance with ISO standard 8217:1996 RME25 and DMB grades, but if Charterers cannot supply bunkers within said specifications Charterers shall have the option to supply respectively RMF25 and DMA grades.
 
In order to comply with the terms and conditions of the various bunker suppliers, the sample to govern quality shall be the sample drawn by the supplier and witnessed by the vessel’s Chief Engineer or surveyor appointed by the Owners. Analysis of said sample in accordance with the recognized ISO test methods at a mutually agreed reputable and dedicated laboratory shall be binding and conclusive for both parties.
 
Quantity supplied shall be finally determined by sounding of the tanks of the delivering barge or by reading of meters at shore installation.
 
If the bunker fuels supplied are proven to be unsuitable for burning in ship’s engines or auxiliary engines, Owners shall not be held responsible for any reduction in speed and/or increased consumption as per Charter Party.
 
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Owners and Charterers will work out a best possible solution to resolve if such proven unsuitable bunkers have already been supplied on board, failing which Owners have the right to order the vessel to de-bunker the unsuitable fuels remaining on board at Charterers’ time and expenses at a time and place to be mutually agreed between Owners and Charterers.
 
36.                                 Cargo Claims/ P & I Club
 
Owners guarantee that the vessel is entered and shall remain entered in a Protection and Indemnity Association which is a member of the Group of International P & I Clubs for the duration of this Charter Party. Entry shall include, but not to be limited to, ordinary cover for cargo claims.
 
Charterers are not responsible for any accident or damage to or on board the vessel which is normally covered with Owners’ Hull and Machinery policy, unless the damages are caused by the Charterers or for which the Charterers are responsible.
 
In the case of damage to and/or loss of cargo carried on the vessel in which Owners’ and/or Charterers’ liability could be involved under the terms of this Charter Party, as the case may be , the Owners and/or the Charterers shall be asked to grant time extensions for suit in each and every occurrence which should not be unreasonably withheld. The so granted extensions shall not prejudice the ultimate responsibility of both parties. Liability for cargo claims as between Charterers and Owners shall be apportioned as specified by the Interclub New York Produce Exchange Agreement effective from 1996 and its subsequent amendments.
 
Owners’ P & I Club: Skuld,
Charterers’ P & I Club: North of England
 
37.                                 Cargo Exclusions
 
All dangerous, hazardous, injurious, inflammable cargoes/goods/commodities as listed in the latest IMO D.G. Code and/or any subsequent modifications/ amendments thereof, nuclear and radioactive cargo waste/material or its products, nuclear isotopes, war materials, arms and ammunitions, explosive materials, livestock/animals, mahogany logs, shavings, cotton, waste paper, expellers, copra, pyrites, resin, asbestos, fishmeal, meat bone meal, bones, hides of any kind, direct reduced iron ore, bulk borax, saltpetre, dangerous chemicals, zinc ashes, naphtha, petroleum or its products, asphalt, pitch (in bulk/drums), tar/bitumen or any of its products, ammonium nitrate (except for fertilizer grade)/sulphate, creosoted goods, acids, calcium carbide/chloride, hydrochloride, caustic soda, Indian coal, charcoal, motor spirits, fuel, motor blocks and metal turnings/shavings/borings/cuttings and all other unlawful commodities.
 
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Charterers are allowed to load a maximum 3 (three) cargoes of petcoke, 2 (two) cargoes of salt and 2 (two) cargoes of scrap per annum. It is agreed that the combined total number of the above cargoes shall be limited to 5 (five) per annum and subject to the following conditions:
 
Salt/Sulphur:
Salt/sulphur cannot be carried consecutively and/or vice versa.
Same cargo types (i.e. sulphur or salt alone) cannot be carried consecutively.
If such cargoes are carried as the last cargo prior to redelivery, Charterers to pay additional hold cleaning expenses as per salt/sulphur protective clauses.
 
If scrap and petcoke are carried as the last cargo prior to redelivery, Charterers to pay double for in lieu of cargo hold cleaning.
 
Ammoniun nitrate is not allowed, but ammonium nitrate fertilizer grade of IMO Code 5.1 UN No. 2067 is allowed and always subject to Charterers fully complying with the following conditions
 
Charterers to strictly comply with the transportation/loading requirements of the cargo as per IMO regulations.
 
Prior to loading a certificate signed by Charterers and Shippers in favour of Owners stating that all loading and transportation requirements according to IMO regulations are fully complied with.
 
Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Ammonium sulphate not allowed except fertilizer grade as per Appendix C of BC Code is allowed. Any additional trading certificate(s) required by vessel’s class and/or any competent authorities pertinent to the carriage of this cargo on board, including surveys if any, are for account of Charterers.
 
Petcoke Protective Clause
 
Charterers are at liberty carry only three shipments of petroleum coke (whether it be full or part cargo) per annum, if exercised, on the following conditions:
 
a)                                       Petroleum coke mentioned herein only limited to the type of non hazardous/non dangerous green delayed type and/or calcined type.
 
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b)                                      If Charterers exercise such option, Charterers undertake to use holds as less as possible, provided vessel’s stability/trim and stress permit.
 
c)                                       Such cargo to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      Should any additional/special washdown of holds before loading be required when loading this cargo is to be recommended/proposed/ required by Master, Charterers undertake to arrange the same at their time/expense.
 
e)                                       After discharge Charterers to arrange at their expense/time any additional/special materials (including chemical) required to carry out such holds treatment as the Master considers it necessary.
 
f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold surveys etc) and/or any detention through any of the above causes are for Charterers’ account.
 
Salt Protective Clause
 
Charterers are permitted to carry only two shipments of salt (whether it be full or part cargo and cannot be a consecutive voyages after carrying sulphur), per annum, if exercised on the following conditions:
 
a)                                       Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permitting.
 
b)                                      Before loading all holds assigned for salt are to be washed down by fresh water and painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)                                       Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      All freshwater used for irrigation onto salt during loading voyage/discharging are for Charterers’ account.
 
e)                                       After discharge Charterers undertake thorough cleaning of holds, including repainting and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
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f)                                         Any extra expenses resulting therefrom/incurred thereby (such, as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes to be for Charterers’ account.
 
g)                                      Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Sulphur Protective Clause
 
Charterers are permitted to carry only one shipment of sulphur (whether it be full or part cargo and cannot be a consecutive voyage after carrying salt) per annum, if exercised, on the following conditions:
 
a)                                       Charterers undertake to use holds as less as possible provided vessel’s stability trim and stress permit.
 
b)                                      Before loading all holds assigned for sulphur are to be washed down by fresh water and then painted (if requested by Master) by Charterers at their time/expense/risk to the entire satisfaction of the Master and independent surveyors appointed by Charterers at their time/expense.
 
c)                                       Cargo is to be loaded/stowed/trimmed/discharged strictly according to latest IMO and/or any other latest regulations/rules applicable to such cargo.
 
d)                                      All freshwater used for irrigation onto sulphur during loading/voyage/discharging to be for Charterers’ account.
 
e)                                       After discharge Charterers undertake thorough cleaning of holds, including repainting (if requested by Master) and to supply sufficient fresh water at their expense for washing down of all holds to the satisfaction of the Master.
 
f)                                         Any extra expenses resulting therefrom/incurred thereby (such as hold cleaning to Master’s satisfaction/hold survey etc) and/or any detention through any of the above causes are for Charterers’ account.
 
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g)                                      Charterers are allowed to use ship’s crew to perform painting and repainting as necessary against the payment of USD 500 per hold which is in addition to the normal intermediate hold cleaning, but always subject to prior consent of the Owners/Master/crew and local regulations permitting and all time used/expenses incurred are for Charterers’ account. The Owners/Master are not held responsible for passing hold cleanliness for loading next cargo and for any consequences caused due to such arrangement.
 
Cement Protective Clause
 
Charterers are permitted to carry only one shipment of bulk cement per annum under this Charter. Charterers are also responsible for the following

i)	 	Well protection to the bilge well of all holds to keep smooth suction while discharging hold washing water by using gum tapes (plasters) or so.	
 	 	 	
ii)	 	Removal of all cargo solidification due to hold sweating which is impossible to avoid by operation of the ventilation system.	
 	 	 	
iii)	 	Washing down of all holds by fresh water immediately after discharge.	
 	 	 	
iv)	 	Providing submerge pump to pump out all water in the holds after washing.	
 
Silica Sand, Ferro Silicon and Soda Ash Clause
 
Owners are in any event not responsible for the hold condition for loading ferro silicon and/or silica sand and/or soda ash. If the vessel cannot pass the hold inspection at loading port(s), all time/expenses are for Charterers’ sole account.
 
Concentrate Clause
 
For loading concentrates, the stowage to be within vessel’s strength. All necessary separation if required to be properly erected up to surveyor’s and Master’s satisfaction at Charterers’ expense and time and cargo to be loaded, stowed, separated, trimmed and discharged etc. According to the latest IMO and other authorities’ regulations. At Master’s request Charterers to allow Owners to appoint P & I surveyor or independent surveyor to supervise loading, stowing, execution of separation etc., to surveyor’s agreement and Master’s satisfaction at Charterers’ time and expenses.
 
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Before loading concentrates Charterers to supply vessel Shipper’s certificate of flow moistures content evidencing cargo compliance with the latest IMO regulations, after loading cargo must be properly trimmed at Charterers’ time and expenses to surveyor’s and Master’s satisfaction.
 
Deck Cargo Clause
 
Deck cargo, if any, to be at Charterers’ risk, time and expenses including lashing, unlashing and securing basis:
 
a)                                       Deck cargo, if any, to be loaded strictly in conformity with cargo exclusion terms.
 
b)                                      Deck cargo to be loaded upto Master’s satisfaction and fully in accordance with vessel’s specification as to trim, stability and permissible strength.
 
c)                                       All Bills of Lading issued for deck cargo to be marked “Carried on deck at Shippers’ entire risk”.
 
d)                                      Vessel/Owners/Carriers will not be responsible for the damage and/or loss and/or wash away of the deck cargo.
 
e)                                       Owners are not responsible for loading of deck cargo and numbers of pieces stated in the Bills of Lading.
 
Pig Iron Clause
 
Charterers undertake that loading of the first layer of pig iron will not be released until touching tanktop and will not be dumped/dropped during loading. First layer of pig iron is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
Scrap Protective Clause
 
Charterers are permitted to carry only two shipments of scrap per annum, if exercised, on the following conditions:
 
a)                                       The scrap mentioned herein only limited to shredded scrap including HMS 1 + 2 must be non-oily and always excluding motor blocks and turnings and also excluding metal borings and cuttings.
 
b)                                      Charterers undertake to use as few holds as possible provided the vessel’s stability and stress permit.
 
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c)                                       Charterers undertake that loading of the first layer of scrap will not be released until touching tanktop and will not be dumped/ dropped during loading. First layer of scrap is to be loaded, stowed, trimmed to the satisfaction of the Master before loading balance of cargo.
 
d)                                      Any extra expenses resulting therefrom/incurred thereby and/or any detention through any of the above causes are for Charterers’ account.
 
e)                                       Damage to the vessel caused by scrap, the liability of the Charterers are to be determined by pre-loading and post-discharging surveys. Such surveys are for Charterers’ account.
 
HBI Protective Clause
 
The Charterers have the option to load a maximum of one cargo BHP HBI ex Port Hedland, whether it be full or part cargo of HBI (hot briquetted iron) per annum, if exercised the following conditions apply:
 
a)                                       Only cargo of HBI from BHP’s HBI plant in Port Hedland, Australia is allowed.
 
b)                                      Charterers should exert every effort to ship such cargo for destination within the Far East area.
 
c)                                       Shipment of HBI cannot be a consecutive voyage after carrying salt or sulphur.
 
d)                                      Such cargo cannot be the last cargo prior to the redelivery.
 
e)                                       The Charterers undertake to use the least number of holds as possible provided the vessel’s stability, trim and stress permit.
 
f)                                         Before loading commences the Charterers at their time, risk and expense shall provide to the Owners and the Master for all the necessary certificates issued by a competent person as to the stability and suitability of the cargo for carriage, whether required by the IMO BC Code and/or by the competent authorities of the countries concerned.
 
A competent person, the appointment to be mutually agreed between Owners and Charterers, is an independent person or body recognized by the national administration of the country of shipment to be competent in the relevant certification.
 
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The Charterers undertake to provide to the competent authorities with the information as regards to the cargoes sheltered nature, storage period, storage condition and its temperature before loading, length, duration or any other applicable conditions of any specific voyage.
 
g)                                      Before loading commences the Charterers at their time, risk and expense shall obtain from the Shipper the certificate that the cargo material conforms with the requirements of the IMO BC Code.
 
h)                                      The Owners, at the Charterers’ time, risk and expense, shall have the liberty to appoint the local P & I correspondent to supervise either the whole cargo loading or discharging operation.
 
i)                                          The Charterers warrant that the cargo is to be loaded/stowed/segregated/trimmed/discharged strictly in accordance with the latest IMO BC Code and/or any other latest national and international regulations/rules applicable to such cargo.
 
j)                                          The Charterers further guarantee that the stevedores are to be provided with the loading, stowing and discharging requirements of the HBI cargo and see these requirements are strictly followed. Charterers are ultimately responsible for any loss/damage/consequences due to disintegration of the briquettes by starting loading in a customary manner which is slow loading initially then normal speed thereafter.
 
k)                                       The Master, at his sole discretion shall have the right to reject the cargo which does not conform with the IMO BC Code.
 
1)                                       The Owners and the Master shall have the discretion to suspend the cargo operation and close the hatches in consideration of the prevailing weather condition or the weather forecast. The suspension of cargo operation remains Charterers’ time.
 
m)                                    The Charterers undertake to thoroughly clean all holds used, twice with salt water and final wash by fresh water immediately after discharge. The fresh water so required for washing down all holds is to be supplied by the Charterers at their expense.
 
n)                                      The Charterers may alternatively request the vessel’s crew, subject to Master’s agreement, to render customary assistance in cleaning all cargo compartments as required under m) above paying USD 800 per used hold which is additional to the normal intermediate hold cleaning stipulated under Clause 51 of this Charter Party.
 
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Notwithstanding the above, all intermediate hold cleaning are at Charterers’ time/expense/ risk and responsibility and in any case Owners are not responsible for passing cargo hold cleanliness inspection.
 
o)                                      The Owners/Master shall have the option to deviate, make for a port of refuge and seek assistance should the Master suspect a serious abnormality in the temperature of the cargo during the voyage or any damages that may cause the potential hazard to the cargo and/or the common interests in the vessel. The deviation of such shall be for Charterers’ time, risk and expense.
 
p)                                      In case of any dispute arising out of cargo operations, Owners’ independent P & I representative is to be deemed the final ruling and the cost of the Owners’ P & I representative is to be paid and borne by the Charterers.
 
38.                                 Certificates/Vaccinations
 
Owners are obliged to deliver and maintain throughout the currency of this Charter Party the vessel, her crew and anything pertaining hereto supplied with up-to-date and complete certificates (including Oil Pollution Certificates), approvals, equipment and fittings enabling the vessel and her crew to trade within the trading limits and to load, carry and discharge all cargoes permitted under this Charter Party.
 
Officers and crew to comply with vaccination and sanitary regulations in all ports of call and corresponding certificates to be available onboard, enabling the vessel to obtain radio free pratique.
 
If requested, Owners to provide Charterers with copies of any certificates/approvals.
 
Any time lost and all extra directly related expenses resulting from Owners’ non-compliance with the above to be for Owners’ account and may be deducted from hire.
 
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39.                                 Crew Service
 
With reference to Clause 8 of this Charter Party “customary assistance” shall include but not be limited to:
 
a)                                       All opening and closing of hatches, when and where required, if permitted by local regulations.
 
b)                                      Raising and lowering of derricks and rigging cranes, if fitted, and/or gangways in preparation for loading and discharging.
 
c)                                       Shaping up vessel’s holds/hatches and cranes, if fitted, as much as possible prior arrival at loading and/or discharging places so as to immediately commence loading and/or discharging operations subject to weather conditions and the safety of the crew.
 
The above services shall be considered as a minimum and shall in no way be construed as an alternative to or reduction in the standard of services from Officers and crew generally required under this Charter Party.
 
40.                                 Logs Loading Clause
 
Vessel is fitted for loading logs and vessel has log loading equipment such as lashing material for full cargoes on deck upon delivery and vessel to maintain same in good working order throughout the timecharter period.
 
The vessel’s Officers and crew shall perform extra work, if so requested by the Charterers and approved by Owners such as erecting stanchions, lashing, relashing or unlashing of cargo, including cargo mark-off for separation of cargo or collecting, restowing and positioning of dunnage and/or lashing materials etc., as on board.
 
Such work to be done against crew compensation of USD 3000 per voyage which to be paid directly to Owners’ bank account by Charterers.
 
Charterers to pre-advise Owners as early as possible of any intention to load logs.
 
41.                                 Deductions
 
Charterers’ option to deduct estimated Owners’ disbursements and bunkers on redelivery from last sufficient Charter hire, but always up to a maximum of USD 1000 per port of call.
 
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Charterers to settle Owners’ outstanding disbursement account within 3 months after redelivery and against port Agents’ original vouchers.
 
42.                                 Delivery of Cargo against Letter of Indemnity
 
In case the original Bill(s) of Lading not available upon vessel’s arrival at discharging port, Owners/Master, if so requested by Charterers to release the entire cargo against Charterers’ Letter of Indemnity which complies with Owners’ standard P & I Club wording/format. Original copy of Letter of Indemnity to be sent to Owners’ office by courier services after being sent by fax.
 
Should Charterers require vessel to change discharging port after Bills of Lading have been issued, Owners to comply with such instructions upon receipt of a faxed copy of a single Letter of Indemnity signed by Charterers only and issued in conformity with Owners’ standard P & I Club form.
 
When and if required Charterers may place one original Bill of Lading on board, against which Bill of Lading delivery of cargo to take place on instructions received from Shippers/Charterers and all original Bills of Lading to be marked accordingly.
 
43.                                 Delivery/Redelivery Time
 
Delivery and redelivery time to be based on local time, but hire calculation to be based on Greenwich Mean Time.
 
44.                                 Description Clause
 
See Appendix A
 
45.                                 Bimco Double Banking Clause
 
a)                                       The Charterers shall have the right, where and when it is customary and safe for vessels of similar size and type to do so, to order the vessel to go, lie or remain alongside another vessel or vessels of any size or description whatsoever or to order such vessels to come and remain alongside and such safe dock, wharf, anchorage or other place for trans-shipment, loading or discharging of cargo and/or bunkering.
 
b)                                      The Charterers shall pay for and provide such assistance and equipment as may be required to enable any of the operations mentioned in this clause safely to be completed and shall give the Owners such advance notice as they reasonably can of the details of any such operations.
 
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c)                                       Without prejudice to the generality of the Charterers’ rights under (a) and (b) it is expressly agreed that the Master shall have the right to refuse to allow the vessel to perform as provided in (a) and (b) if in his reasonable opinion it is not safe so to do The Master has the right at any time to order the other vessel away from his vessel or instruct his own vessel to sail if he considers it unsafe for vessel to remain double banked.
 
d)                                      The Owners shall be entitled to insure any deductible under the vessel’s hull policy and the Charterers shall reimburse the Owners any additional premium(s) required by the vessel’s Underwriters and/or the cost of insuring any deductible under the vessel’s hull policy.
 
e)                                       The Charterers shall further indemnify the Owners for any costs, damage and liabilities resulting from such operation. The vessel shall remain on hire for any time lost including period for repairs as a result of such operation.
 
46.                                 Houseflag/Markings
 
The Charterers shall have the liberty of flying their own house flag.
 
47.                                 ITF/Boycott
 
Owners warrant that the vessel’s crew is and will be during the period of this Charter Party employed under a bona fide agreement, the standard of which is fully acceptable to the I.T.F. and Unions in all countries not excluded in this Charter Party.
 
In the event of the vessel being denied or restricted in the use of port and/or loading and/or discharging facilities or shore labour and/or tug or pilotage assistance or of any other restriction, detention or any loss of time whatsoever due to boycott or arrest of the vessel or due to government restrictions, all caused by the vessel and/or by reason of the terms and conditions on which members of the crew are employed or by reason of any trading of this or any other vessel under same ownership or operation or control, the payment of hire shall cease for the time thereby lost and all extra directly related expenses incurred due to above are to be for Owners’ account and may be deducted from hire.
 
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48.                                 In Lieu of Hold Cleaning
 
Charterers shall have the option of redelivering the vessel without cleaning of holds against paying the Owners a lumpsum of USD 4,000 in lieu of such cleaning including dunnage removal/disposal, payable together with the hire payment to Owners’ designated bank account.
 
49.                                 Inspection
 
The Charterers and/or their supercargo(es) shall have free and unlimited access to the whole vessel including but not limited to bridge, holds, engine room, all vessel’s tanks including bunker, lubricating oil, sludge, ballast water, fresh water tanks. Whenever required the Master must bring the vessel to an even trim to ensure correct bunker soundings. The Charterers and/or their supercargo(es) and/or surveyor(s) to have free and unlimited access to the vessel’s deck and engine log books, tank plans, calibration scales and/or other plans as requested and are allowed to make copies of same.
 
50.                                 Insurance
 
Premium for basic war risks insurance on hull and machinery and Officers/crew to be for Owners’ account. Any additional premium nett of all rebates in respect of these risks solely arising from the vessel proceeding at the Charterers’ request to areas designated as excluded areas by war risks Underwriters to be for Charterers’ account, however not to exceed what would have been quoted or charged if the vessel was covered on the London market. If Owners have not covered basic war risks insurance, Charterers only to pay the differential as if the Owners were covered and only against presentation of Underwriters’ original invoice. Crew bonus for trading into these areas to be for Charterers’ account.
 
51.                                 Intermediate Hold Cleaning
 
Vessel’s crew shall render customary assistance in cleaning cargo holds in preparation for next cargo if required by Charterers and if not prevented by shore regulations. Such cleaning to be performed provided this can be safely done, weather permitting. Charterers shall pay USD 450 per hold actually cleaned including dunnage removal/disposal, if any. In any case Owners are not responsible for passing hold survey for loading of next cargo during the entire period. The work to be done in the same efficient manner as if the vessel was trading for Owners’ account, but without responsibility and liability on part of Owners regarding acceptance of vessel at loading port if vessel is rejected due to previous cargo(es) carried under this Charter Party. All fresh water used for hold cleaning to be for Charterers’ account.
 
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52.                                 Laying up/Return Insurance
 
Charterers shall have the right to order the laying up of the vessel at any time and for any period of time at a safe berth or anchorage and in the event of such lay up the Owners shall promptly take steps to effect all the economies in operating costs, including insurance, which may be possible and give prompt credit to the Charterers in respect of all such economies. At the request of the Charterers the Owners shall at any time provide an estimate of the economies which would be possible in the event of laying up of the vessel.
The Charterers to have the benefit of any return insurance premium received by the Owners from their Underwriters as and when received by reason of the vessel being in port for minimum 30 (thirty) days, provided the vessel is fully on hire.
 
53.                                 Loading of Steel
 
Steel cargoes to be sufficiently dunnaged/lashed/secured and unlashed/ unsecured at Charterers’ expense and in their time by stevedores under the supervision of the Master and up to his satisfaction.
Owners to appoint P & I surveyor to carry out a pre-loading survey and cost of same to be shared equally by Owners and Charterers.
 
54.                                 Notices
 
Owners to keep Charterers informed about vessel’s position and delivery to the Charterers.
 
55.                                 Off-Hire
 
Should the vessel put back whilst on voyage by reason of an accident or breakdown or in the event of loss of time either in port or at sea or deviation upon the course of the voyage caused by sickness of or accident to the crew or any person on board the vessel (other than passengers or supercargo travelling by request of the Charterers), or by reason of the refusal of the Master or crew to perform their duties, or by reason of salvage or oil pollution, even if alleged, or capture/seizure or detention by any authority/legal process except if caused by Charterers, the hire shall be suspended from the time of inefficiency until the vessel is again efficient in the same or equidistant position in Charterers’ option and voyage resumed therefrom. All extra directly related expenses incurred including bunkers consumed during period of suspended hire shall be for Owners’ account.
 
The Charterers may, in their option, partly or wholly add any off hire period(s) to the timecharter period.
 
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During any off-hire period estimated to exceed 8 days, the Owners to give the Charterers not less than 5 days definite notice of resumption of the service.
 
If the vessel has been off-hire for a period of more than 30 days, the Charterers are at liberty to cancel the balance of this Charter Party, in which case redelivery shall take place upon vessel being free of cargo, irrespective of redelivery ranges.
 
56.                                 Oil Pollution
 
Owners guarantee to provide and maintain during the entire timecharter period at their expense and carry on board the vessel a valid U.S. Certificate of Financial Responsibility.  Owners also guarantee to have secured current certificates for other countries/federal states or municipal or other division or authority thereof, where guarantees are required. All such certificates to be valid throughout the entire timecharter period.
 
The Charterers shall in no case be liable for any damage as a result of the Owners’ failure to obtain the aforementioned certificates. Time lost by non-compliance to be considered as off-hire and may be deducted from hire and Owners hold Charterers harmless against any consequential losses, damages or expense.
 
57.                                 On/Off-Hire Survey
 
A joint on/off bunker and condition survey to be carried out by a mutually agreed surveyor. Time and cost of same to be equally shared between Owners and Charterers.
 
58.                                 Panama/Suez Canal
 
Owners warrant that the vessel is fitted for the transit of the Suez and Panama Canal. Should the vessel not meet these or other canal requirements, Charterers may suspend hire for all time thereby lost and Owners to pay all expenses resulting from such failure as a consequence thereof.
 
59.                                 Deleted.
 
60.                                 Power Clause
 
The vessel to supply free of expense to Charterers’ account 440 volt 3 phase 60 cycles and 40 kva per crane from engine room switchboard, provided that such crane cannot be used for cargo operation. Forklift trucks/bulldozers/ grabs/magnets etc., shall be allowed to be used in the holds if necessary, but always subject to vessel’s permissible strength.
 
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Charterers have the right to fit magnets or other loading/discharging equipment customary to the trade onto vessel’s cranes subject to vessel’s lifting capacity.
 
61.                                 Protective Clauses
 
The New Both-to-Blame Collision Clause, The New Jason Clause, Baltic Conference War Risks Clause for Timecharters 1993 (Code name Conwartime 1993), P & I Bunkering Clause and Hague Rules Legislation, as applicable and attached are all to be considered as part of this Charter Party and all Bills of Lading issued under this Charter shall be subject to all said clauses and contain Voywar 1993.
 
The USA/Canadian Clause Paramount as applicable or the Hague Rules as enacted in countries other than the USA or Canada as applicable to be incorporated in all Bills of Lading, except where Hamburg Rules are mandatory.
 
62.                                 Punctual Payment
 
Referring to lines 60 and 61, where there is any failure to make “punctual and regular payment” due to errors or omission of Charterers’ employees, bankers or Agents or otherwise for any reason where there is absence of intention to fail to make payment as set out, Charterers shall be given by Owners 3 banking days notice to rectify the failure and where so rectified the payment shall stand as punctual and regular payment.
 
63.                                 Sea Carrier Initiative Agreement
 
Owners and Charterers confirm that they are both signatories to the Sea Carrier Initiative Agreement in order to co-operate with the U.S. Customs Service in the fight against the drug menace.
 
64.                                 Smuggling
 
Owners to be free from responsibility for any consequences owing to smuggling, unless caused by vessel’s Officers and/or crew or Owners’ servants.
 
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65.                                 Stevedore Damage
 
Should any damage be caused to the vessel or her fittings by the Charterers or their stevedores the Master is to
 
a)                                       Give written notice to the Charterers as soon as practicable after occurrence of particulars available of the damage caused and name of the party allegedly responsible for the damage.
 
b)                                      Promptly, but latest within 24 hours, give written notice to the party allegedly responsible, giving particulars available of the damage and its alleged cause and where possible try to obtain the written acknowledgement of liability from such party, or failing that, try to obtain the acknowledgement of receipt of such notice.
 
c)                                       As soon as practicable arrange, in conjunction with Charterers’ Agents, for the damage to be surveyed and an estimate of the repair costs given.
 
Failing the aforementioned the Charterers are not to be responsible for such damage and/or loss of time, except for hidden damage which must be attended to as per the above procedure as soon as discovered, but latest upon completion of the voyage in question.
 
Charterers shall have the liberty to redeliver the vessel without repairing the damages for which Charterers are responsible as long as same does not affect the vessel’s sea and cargo worthiness, but Charterers undertake to reimburse costs of repairs against production of repair bill by repairers and/or dockyard, unless otherwise mutually agreed. Stevedore damages affecting the vessel’s sea and cargo worthiness for which Charterers are liable to be made good to the satisfaction of the class surveyor immediately at Charterers’ time and expense.
 
66.                                 Taxes
 
Taxes and/or dues and/or charges whatsoever imposed on cargo by any local or national authorities arising out of trade under this Charter Party to be borne by Charterers. Taxes levied by governments other than that of Owners’ domicile or vessel’s flag on earnings under this Charter Party other than the hire payable to Owners shall be for Charterers’ account.
 
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67.                                 Trading Exclusions
 
The vessel is to be employed in lawful trades for the carriage of lawful merchandise only between good and safe berths, ports or areas where the vessel can safely lie always afloat, except at such places in Argentina/Brazil/Uruguay/Buenaventura/River Belt area Nigeria (Lagos/Port Harcourt/Calabar) where it is customary for the similar size and dimensions of vessels to safely lie aground, which is always at Charterers’ risks and subject to the permissible/prevailing draft at entrance of the NAABSA port declared by port authorities/pilot and always subject to the discretion of Master.
 
NAABSA trading at any other place not listed above to be subject to Owners’ and Owners’ hull Underwriters’ prior approval which not to be unreasonably withheld. The Charterers are to furnish the Owners with all relevant information of the port/s in question with conditions.
 
The vessel is to be employed within IWL especially excluding Russian Pacific ports (as long as the present regulations in the trading countries, including but not limited to Canada and U.S.A apply restricting vessels trading there after calling Russian Pacific ports), Cambodia, Turkish occupied Cyprus, Kuwait, Iraq, Somalia, Yemen, Ethiopia, Israel and Israelian controlled territories, Lebanon, Syria, Libya (including Gulf of Sidre/Sirte), Congo (Democratic Republic of formerly Zaire), Liberia, Sri Lanka, Sierra Leone, Eritrea, Angola (including Cabinda, Haiti, Cuba, Burma (Myanamar), North Korea, Sudan, Syria, Albania, former Yugoslavia unless allowed by United Nations and approved by Owners’ P & I Club (but Slovenia and Croatia allowed), all war, warlike and war risk zones declared from time to time by the London War Committee on war risk trading warranties  The vessel is not allowed at any time to trade to the ports/areas which are prohibited from trading by the United Nations and/or international organization of the U.N. and/or the authorities of the country under which flag the vessel is flying. No direct sailing between mainland China and Taiwan, between South and North Korea. Vessel cannot call Babo (Indonesia) for loading logs.
 
If vessel calling Yemen, Lebanon, Iran, Congo, Libya it will be subject Owners’/ Owners’ P & I prior approval, which should not be unreasonably withheld.
 
Charterers’ option to breach IWL but always subject to Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium.
 
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Charterers’ option to breach war risk warranty subject Owners’ and Owners’ insurance Underwriters’ approval against paying additional premium and crew war bonus according to ITF scale. Owners’ approval should not be unreasonably withheld. Charterers permission to proceed via Suez/Red Sea without obtaining Owners’ prior approval, but additional premium for Charterers’ account.
 
Should the political situation in any of the excluded countries change to the extent that trading vessel to countries in question becomes acceptable and usual practice, Owners to consider any request from the Charterers to trade such countries, however always subject to Owners’ approval.
 
68.                                 U.S. Trade - Unique Bill of Lading Identifier Clause
 
The Charterers warrant that each transport document accompanying a shipment of cargo destined to a port or place in the United States of America shall have been endorsed with a unique Bill of Lading identifier as required by the U.S. Customs Regulations (19 CFR Part 4 Section 4. 7.A) including subsequent changes, amendments or modifications thereto, not later than the first port of call.
 
Non compliance with the provisions of this Clause shall amount to breach of warranty for the consequences of which the Charterers shall be liable and shall hold the Owners harmless and shall keep them indemnified against all claims whatsoever which may arise and be made against them.
 
Furthermore, all time lost and all expenses incurred including fines as a result of the Charterers’ breach of the provisions of this Clause shall be for the Charterers’ account.
 
69.                                 Warranties
 
Owners warrant that the vessel
 
•                                           is not blacklisted by Arab countries nor anywhere else within the agreed trading limits
 
•                                           has not traded Cambodia, Cuba, Israel and North Korea
 
•                                           is eligible for bunkers in the United States of America, its territories and possessions in accordance with directives from the United States Department of Commerce, Office of International Trade.
 
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70.                                 Hold Cleanliness
 
See line 22 of printed form
 
71.                                 Weather Routing
 
The Charterers may supply an independent weather bureau advice to the Master during voyages specified by the Charterers and the Master shall comply with the reporting procedures of the weather bureau, however the Master remains responsible for the safe navigation and choice of route.
 
Evidence of weather conditions shall be taken from the vessel’s deck logs and independent weather bureau’s reports. In the event of a consistent discrepancy between deck logs and the independent weather bureau’s reports, the independent bureau’s reports shall be taken as ruling.
 
72.                                 Drydocking Clause
 
Charterers shall upon receipt of minimum 30 days notice from the Owners agree to release the vessel from their employment free of cargo for the purpose of drydocking. Owners to respect Charterers’ trading pattern and accept to take the vessel in between Charterers’ scheduled employment wherever this may be. The actual drydocking place, port to be Owners’ choice. Vessel is to go off-hire at the time/place where she deviates from her course and to go on-hire when she is again ready at Charterers’ disposal in the same or equidistant position at Charterers’ option as when she went off-hire. If vessel is to drydock at a port where Charterers are loading/discharging/bunkering her, then vessel to go off-hire on leaving load/discharge/bunker place and to go on-hire again on leaving drydock.
 
All bunkers consumed during off-hire are for account of Owners.  Unless otherwise agreed, Owners to deliver vessel to Charterers after drydocking with same quantity of bunkers on board as when she was redelivered to Owners.
 
73.                                 Hose Test Clause
 
Charterers have the right to carry out any test including but not limited to ultrasonic test, hose test and chalk test on hatch covers during the entire period of the Charter.
 
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74.                                 Bimco War Cancellation Clause
 
Either party may cancel this Charter Party on the outbreak of war or hostilities between any two or more of the following countries: the United States of America, Russia, the United Kingdom, France, People’s Republic of China.
 
75.                                 Grab Fitting/Operation Clause
 
Charterers have the option of fitting vessel with grabs at their time and expense. The initial fitting of grabs are to be at Charterers’ expenses/risk and stowage to be in accordance with class/Owners’ approval. Owners shall not be responsible for any losses or damages caused to the grabs placed on board the vessel by the Charterers and all grab fittings to be removed and all welding points to be restored to the original condition upto Master’s satisfaction by the Charterers prior to redelivery.
 
Grabs and its accessories fitted on board to remain Charterers’ property. The Owners undertake to maintain the grabs and its accessories as per instruction manual. Master to forward details report every 3 months as to the condition of grabs and maintenance performed since last report. Charterers to pay USD 500 per month to Owners’ bank account for the above mentioned works. Charterers undertake to pay all expenses in respect of repair and maintenance of the grabs and Owners not to be responsible for any breakdown.
 
76.                                 Deleted.
 
77.                                 Bimco Standard ISM Clause
 
From the date of coming into force of the International Safety Management (ISM) Code in relation to the vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the vessel and “the Company” (as defined by the ISM Code) shall comply with the requirements of the ISM Code. Upon request the Owners shall provide a copy of the relevant Document of Compliance (DOC) and Safety Management Certificate (SMC) to the Charterers.
 
Except as otherwise provided in this Charter Party, loss, damage, expense or delay caused by failure on the part of the Owners or “the Company” to comply with the ISM Code shall be for the Owners’ account.
 
78.                                 Deleted
 
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79.                                 Bimco ISPS Clause for Time Charter Parties:
 
a) (i) From the date of coming into force of the International Code for the Security of Ships and of Port Facilities and the relevant amendments to Chapter XI of SOLAS (ISPS Code) in relation to the Vessel and thereafter during the currency of this Charter Party, the Owners shall procure that both the Vessel and “the Company” (as defined by the ISPS Code) shall comply with the requirements of the ISPS Code relating to the Vessel and the Company. Upon request the Owners shall provide a copy of the relevant International Ship Security Certificate (or the Interim International Ship Security Certificate) to the Charterers. The Owners shall provide the Charterers with the full style contact details of the Company Security Officer (CSO).
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Owners or the Company to comply with the requirements of the ISPS Code or this Clause shall be for the Owners’ account.
 
(b) (i) The Charterers shall provide the CSO and the Ship Security Officer (SSO)/Master with their full style contact details and, where sub-letting is permitted under the terms of this Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the CSO and the SSO/Master. Furthermore, the Charterers shall ensure that all sub-charter parties they enter into during the period of this Charter Party contain the following provision:
 
The Charterers shall provide the Owners with their full style contact details and, where sub-letting is permitted under the terms of the Charter Party, shall ensure that the contact details of all sub-Charterers are likewise provided to the Owners.
 
(ii) Except as otherwise provided in this Charter Party, loss, damage, expense or delay, excluding consequential loss, caused by failure on the part of the Charterers to comply with this Clause shall be for the Charterers’ account.
 
(c) Notwithstanding anything else contained in this Charter Party all delay, costs or expenses whatsoever arising out of or related to security regulations or measures required by the port facility or any relevant authority in accordance with the ISPS Code including, but not limited to, security guards, launch services, tug escorts, port security fees or taxes and inspections, shall be for the Charterers’ account, unless such costs or expenses result solely from the Owners’ negligence. All measures required by the Owners to comply with the Ship Security Plan shall be for the Owners’ account.
 
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(d) If either party makes any payment which is for the other party account according to this Clause, the other party shall indemnify the paying party.
 
U.S. Customs Advance Notification/AMS Clause for Time Charter Parties
 
a)                                       If the Vessel loads or carries cargo destined for the US or passing through US ports in transit, the Charterers shall comply with the current US Customs regulations (19 CFR 4.7) or any subsequent amendments thereto and shall undertake the role of carrier for the purposes of such regulations and shall, in their own name, time and expense:

i)	 	Have in place a SCAC (Standard Carrier Alpha Code);	
ii)	 	Have in place an ICB (International Carrier Bond);	
iii)	 	Provide the Owners with a timely confirmation of i) and ii) above; and	
iv)	 	Submit a cargo declaration by AMS (Automated Manifest System) to the US Customs and provide the Owners at the same time with a copy thereof.	
 
b)                                      The Charterers assume liability for and shall indemnify, defend and hold harmless the Owners against any loss and/or damage whatsoever (including consequential loss and/or damage) and/or any expenses, fines, penalties and all other claims of whatsoever nature, including but not limited to legal costs, arising from the Charterers’ failure to comply with any of the provisions of sub-clause (a). Should such failure result in any delay then, notwithstanding any provision in this Charter Party to the contrary, the Vessel shall remain on hire.
 
c)                                       If the Charterers’ ICB is used to meet any penalties, duties, taxes or other charges which are solely the responsibility of the Owners, the Owners shall promptly reimburse the Charterers for those amounts.
 
d)                                      The assumption of the role of carrier by the Charterers pursuant to this Clause and for the purpose of the US Customs Regulations (19 CFR 4.7) shall be without prejudice to the identity of carrier under any bill of lading, other contract, law or regulation.
 
80.                                 Owners have the option to change vessel’s flag.
Flag change to be subject to Charterers’ acceptance of flag to be flown, which not to be unreasonably withheld.
 
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81.                                 Owners have the option to sell the vessel.
New Owners to be subject to Charterers’ prior approval, which not to be unreasonably withheld. New Owners to remain responsible for due fulfilment of this Timecharter.
 
82.                                 Mortgage and Assignment
 
Charterers agree that Owners may grant to its financiers an assignment of this Charter and all the Owners’ rights, title, interest and benefits therein, including the right to receive Charter hire and other sums and may grant a mortgage and such other security documents as the financiers shall require. The Charterers agree to acknowledge and consent to be bond by notice of any assignment of this Charter executed by Owners.
 
83.                                 Owners’ bank:

BENEFICIARY:	 	GENCO SUGAR LIMITED
TRUST COMPANY COMPLEX,
AJELTAKE ROAD, AJELTAKE ISLAND, MAJURO,
MARSHALL ISLANDS MH 96960	
 	 	 	
RECEIVING BANK:	 	NORDEA BANK FINLAND PLC – NEW YORK BRANCH
437 MADISON AVENUE,
NEW YORK, NY 10022	
 	 	 	
SWIFT:	 	NDEAUS3N	
 	 	 	
ABA ROUTING NO:	 	026010786	
 	 	 	
BENEFICIARY
ACCT. NO.	 	7436172001	
 
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BOTH TO BLAME COLLISION CLAUSE
 
If the liability for any collision in which the vessel is involved while performing this Charter Party fails to be determined in accordance with the laws of the United States of America, the following clause shall apply:
 
If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, Mariner, Pilot or the servants of the carrier in the navigation or in the management of the ship, the Owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying ship or her Owners in so far as such loss or liability represents loss of or damage to or any claim whatsoever of the Owners of the said goods, paid or payable by the other or non-carrying ship or her Owners to the Owners of the said goods and set off, recouped or recovered by the other or non-carrying ship or her Owners as part of their claim against the carrying ship or carrier.
 
The foregoing provisions shall also apply where the Owners, Operators or those in charge of any ship or ships or objects other than, or in addition to, the colliding ships or objects are at fault in respect to a collision or contact.
 
GENERAL AVERAGE AND THE NEW JASON CLAUSE
 
General Average shall be payable according to the York/Antwerp Rules 1974 but where the adjustment is made in accordance with the law and practice of the United States of America, the following clause shall apply:
 
In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever whether due to negligence or not, for which or for the consequence of which the carrier is not responsible by statute, contract or otherwise, the goods, shippers, consignees or owners of the goods shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the goods.
 
If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the goods and any salvage and special charges thereon shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery.
 
and the Charterers shall procure that all Bills of Lading issued under this Charter Party shall contain the same clause.

 
P & I BUNKERING CLAUSE
 
The vessel shall have the liberty as part of the contract voyage and at any stage thereof to proceed to any port or ports whatsoever whether such ports are on or off the direct and/or customary route or routes to the ports of loading or discharge named in this Charter and there take oil bunkers in any quantity in the discretion of Owners even to the full capacity of fuel tanks, deeptanks and any other compartment in which oil can be carried whether such amount is or is not required for the chartered voyage.
 
BIMCO Standard War Risk Clauses for Time Charters 1993
Code Name “CONWARTIME 1993”
 
1                                 For the purpose of this Clause the words:
 
a)               “Owners” shall include the shipowners, bareboat Charterers, disponent Owners, managers or other operators who are charged with the management of the vessel and the Master and
 
b)              “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 or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group or the government of any state whatsoever which, in the reasonable judgement of the Master and/or the Owners, may be dangerous or are likely to be or to become dangerous to the vessel, her cargo, crew or other persons on board the vessel.
 
2                                 The vessel, unless the written consent of the Owners be first obtained, shall not be ordered to or required to continue to or through any port, place, area or zone (whether of land or sea) or any waterway or canal, where it appears that the vessel, her cargo, crew or other persons on board the vessel, in the reasonable judgement of the Master and/or the Owners may be, or are likely to be, exposed to war risks. Should the vessel be within any such place as aforesaid which only becomes dangerous or is likely to be or to become dangerous after her entry into it, she shall be at liberty to leave it.
 
3                                 The vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels or is imposed selectively in any way whatsoever against vessels of certain flags or ownership or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where she shall be subject, or is likely to be subject to a billigerents right of search and/or confiscation.
 
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a)               The Owners may effect war risks insurance in respect of the hull and machinery of the vessel and their other interests (including but not limited to loss of earnings and detention, the crew and their Protection and Indemnity risk) and the premiums and/or calls therefore shall be for their account.

 
b)              If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to the Charterers’ orders, the vessel is within or is due to enter and remain within any area or areas which are specified by such Under- writers as being subject to additional premiums because of war risks, then such premiums and/or calls shall be reimbursed by the Charterers to the Owners at the same time as the next payment of hire is due.
 
5                                 If the Owners become liable under the terms of employment to pay to the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then such bonus or additional wages shall be reimbursed to the Owners by the Charterers at the same time as the next payment of hire is due.
 
6                                 The vessel shall have liberty:
 
a)               to comply with all orders, directions, recommendations or advice as to departure, 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 the vessel sails, or other government to whose laws the Owners are subject, or any other government, body or group whatsoever acting with the power to compel compliance with their orders or directions;
 
b)              to comply with the order, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;
 
c)               to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other Supernational body which has the right to issue and give the same and with national laws aimed at enforcing the same to which the Owners are subject and to obey the orders and directions of those who are charged with their enforcement;
 
d)              to divert and discharge at any other port any cargo or part thereof which may render the vessel liable to confiscation as a contraband carrier.
 
e)               to divert and call at any other port to change the crew or any part thereof or other persons on board the vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.
 
7                                 If in accordance with their rights under the foregoing provisions of this Clause the Owners shall refuse to proceed to the loading or discharging ports or any one or more of them, they shall immediately inform the Charterers. No cargo shall be discharged at any alternative port without first giving the Charterers notice of the Owners’ intention to do so and requesting them to nominate a safe port for such discharge. Failing such nomination by the Charterers within 48 hours of the receipt of such notice and request, the Owners may discharge the cargo at any safe port of their own choice.
 
8                                 If in compliance with any of the provisions of sub-clause (2) to (7) of this Clause anything is done or not done, such shall not be deemed a deviation, but shall be considered as due fulfilment of this Charter Party.

 
APPENDIX A – VESSEL’S DESCRIPTION
 
M.V. “TOP SUGAR”
 
HONG KONG FLAG BLT 1998, DOUBLE HULL SD LOG FTD BC
29,952MTDW ON 9.994M SSW (TPC ABT 40.64)

LOA/BM	 	170.0/27.OM	
GRN/BALE	 	39,152/38,819CBM	
GRT/NRT	 	18,036/10,227	
5HO/5HA
4X30T CRANES
ABT 14K(L) / 14.5K(B) ON ABT 23.5 MT IFO 180CST + ABT 1 . 5MT IFO
180CST FOR G/E IN CALM SEA AND FAIR WEATHER CONDITION WITH WIND
SPEED UP TO AND INCL BEAUFORT SCALE 4
IN PORT CONS                                :                           ABT 3.5MT IFO (WORKING) OR
  ABT 2.0MT IFO (IDLE)
NDAS BUT VSL HAS LIBERITY OF USING MDO WHEN MANOEUVRING,
IN/OUT OF PORTS, STARTING OF A/E, NAVIGATING IN SHALLOW/RESTRICTED/BUSY WATERS, POOR WEATHER, CANALS AND RIVERS
BKR SPEC                                        :                      FO - ISO8217 RME25 (1996E)
DO - ISO8217 DMB (1996E)
HATCHCOVER : FOLDING TYPE
HATCH DIMEN : 1) 12.4 X 14.4M 2-5) 18.6 X 17.6M
HEIGHT OF FIXED AND HINGED STANCHION
H/1                5.6M (FROM UPPDER DECK SIDE LINE)
H/2-5                    8.1M (FROM UPPER DECK SIDE LINE)
HOLD DIM (LENGTH X WIDTH(FWD) X WIDTH(AFT)) IN M:
H1               20.1 X 8.3 X 22.2
H2               26.9 X 22.2 X 25.2
H3               26 X 25.2 X 25.2
H4               26.9 X 25.2 X 25.2
H5               27.9 X 25.2 X 24
STR FOR HVY CGO (#2+#4 CAN BE EMPTY)
AHL/GRN/CO2 FITTED
ALL ABOUT
 
Charterers Questionnaire

1.	 	Flag	:	 	Hong Kong	 	 	
 	 	Nationality of crew	:	People’s Republic of China	 	 	
 	 	Vessel is ITF fitted	 	 	 	 	
2	 	Built in Oshima Shipyard in May/98	 	 	
 	 	Class	:	 	ABS	 	 	
 	 	Ex Name	:	 	Nil	 	 	
3	 	Vessel is engine/bridge aft	 	 	
4	 	Vessel is single deck selftrimming bulkcarrier with double hull structure and log fitted	 	 	

 

5	 	LOA/Beam/Depth moulded:	170/27/14.1M	 	 	

6	 	 	 	 	 	 	 	 	

 	 	DWT	 	Draft	 	TPC	 	
Summer SW	 	29,952	 	9.994	 	40.64	 	
Winter SW	 	29,107	 	9.786	 	 	 	
Tropical SW	 	30,800	 	10.202	 	 	 	
Tropical FW	 	30,782	 	10.423	 	 	 	

 	 	Vessel lightweight: 6122 metric tons	 	 	
 	 	 	 	 	
7	 	Constant excluding fresh water about 320 metric tons	 	 	
8	 	Fresh water tank capacity: 248.8 Cubic metres	 	 	
 	 	Fresh water evaporator capacity: about 20 metric tons per day	 	 	
9	 	 	 	 	 	 	 	 	 	

Hold	 	Grain	 	Bale(Holds & Hatches all in Cubic metres)	 	
1	 	4,548	 	4,490	 	
2	 	8,667	 	8,611	 	
3	 	8,588	 	8,518	 	
4	 	9,003	 	8,940	 	
5	 	8,346	 	8,260	 	

10	 	Speed/Consumption: About 14 knots(L)/14.5(B) on about 23.5 metric tons Intermediate Fuel Oil(180CST)+ about 1.5 metric tons Intermediate Fuel Oil (180CST) for G/E under good weather condition and calm sea	
11	 	Port Consumption: about 3.5 metric tons Intermediate Fuel Oil(working) or about 2.0 metric tons Intermediate Fuel Oil(idle) no diesel at sea but vessel has liberty of using Marine Diesel Oil when manoeuvring, in/out of ports, starting of A/E, navigating in shallow/restricted/busy waters, poor ewather and canals, rivers.	
12	 	Bunker Tank capacity(96 percent)	

IFO	 	1,195.3	 	CBM	
MDO	 	104.6	 	CBM	

13	 	Ballast tank capacity:	 	9,965.4CBM	 	 	 	 	
 	 	No.3 cargo hold ballast capacity:	 	8,588CBM	 	 	 	 	
14	 	Number of Hatches:	5	 	 	 	 	 	

Hatch dimensions: 1) 12.4X14.4(all in metres) 2-5) 18.6X17.6
Type of hatchcovers:  folding type
Each hatch is fitted with 2 permanent cement holes(700mm)
Distance from forward hatchcoaming of 1 st hatch to aft hatchcoaming
Of last hatch: about 122.4M

15	 	Number of Holds	:	5	 	 	 	
 	 	Hold dimension in metres	:	 	 	 	
 	Length and width(forward) X Width(aft)	 	 	
 	1.	20.1  X  8.3F    X  22.2A	 	 	
 	2.	26.9  X  22.2F  X  25.2A	 	 	
 	3.	26     X  25.2    X  25.2	 	 	
 	4.	26.9  X  25.2    X  25.2	 	 	
 	5.	27.9  X  25.2F  X  24A	 	 	

 
Flat tank top dimensions: L X W (all in metres) :

 	 	1.	20.1 X 3.4F X 15.8A	 	 	
 	 	2.	26.9 X 16F X 20.1A	 	 	
 	 	3.	22.3 X 20.1	 	 	
 	 	4.	26.9 X 20.1	 	 	
 	 	5.	27.9 X 20.1F X 6A	 	 	
 
Vessel’s holds are hoppered
Vessel has no obstacles/obstructions in holds or on tanktop
Vessel’s tanktop is suitable for normal grab discharge
Vessel is fitted with AHL
Cargo holds is natural ventilation
16                         Vessel’s gear type TSUJI SSHS3024 with SWL of 30 metric tons Maximum
Outreach from shipside: about 10.5 M (at 30 metric tons load)
Slewing speed: about 0.75 rpm
Hoisting speed: 19 M/min (at 30 metric tons load)
17                         No grab is placed onboard
18                         Strength (metric tons per square metre):
Hatch cover: 2.53
Tanktop:      1)  21.8    2,4,5)   20    3)   21.2
Upperdeck:  1)  2.72    2-5)   3.93
Crossdeck:   3.3
19                         Confirm vessel fitted for the carriage of grain in accordance with Chapter VI of SOLAS 1974 and amendments, without requiring any bagging, strapping and securing when loading a full cargo (deadweight) of any grains in bulk with ends untrimmed. Confirm vessel is self trimming: YES
20                         Vessel is fitted for transit Suez and Panama canal
21                         Vessel is strengthened for carrying heavy cargo with No. 2+4 Cargo holds empty
22                         Confirm vessel is fully logs/timber fitted with all lashing materials for full cargo of logs under/on deck
23                         Distance from water line to top of hatch coaming

 	 	fully load	 	normal ballast	 	 	 	
Hatch	 	(W/O No.3 hold)	 	(with No.3 hold)	 	heavy ballast	 	
No.l	 	6.12M	 	12.13M	 	9.37M	 	
No.2	 	6.12M	 	11.82M	 	9.37M	 	
No.3	 	6.12M	 	11.45M	 	9.37M	 	
No.4	 	6.12M	 	11.08M	 	9.37M	 	
No.5	 	6.12M	 	10.71H	 	9.37M	 	
 
24                         Distance from bottom of keel to highest fixed poit:  about 40.97M
25                         Vessel has no centerline bulkhead
26                         Vessel has not trded Cuba for last 180 days
27                         Vessel is not on Arab boycott list
28                         Official NO: HK-0732
Port of Registry: Hong Kong
Call sign: VREX8

 
E-mail: tsg@tgship.amosconnect.com
Inmarsat (C) Tlx: 447792310
Tlx:  347792340
Tel:  347792310
Fax:  347792320
GRT/NRT for International:    18,036/10,227

Panama NRT	15,078.68	 	
Suez GRT/NRT	18,776.32/16,658.45	 	
Name of Master	:	Capt. Zhao Yong Ping	 	
Chief Officer	:	Zhang Yuan Fei	 	
Chief Engineer	:	Cai Bo Ling	 	
Owners:	 	 	 	
P & I Club	:	 	 	
London Steamship Owners’ Mutual Insurance Association	 	
H & M Underwriter  :	Gerling, Norway	 	
H & M Insured value  :	USD 23.2 Million	 	
Owners  :	 	 	
Manager  :	Top Glory Shipping Co., Ltd.,	 	
 	27/F Top Glory Tower	 	
 	262 Gloucester Road	 	
 	Causeway Bay, Hong Kong	 	
 	Tel	:	(852) 2833 0688	 	
 	Fax	:	(852) 2833 0683	 	
 	Tlx	:	72451 TGSHP HX	 	
Owners Bank Details:	 	
See Clause 83	 	

Last Drydock:	22nd July, 2003, Malta	 	
Last Special survey:  Nil	 	 	
Next Special survey:	 	 	
Last 6 cargoes:	 	 	

29                        Vessel and Manager are ISM certified

 
 	Exhibit 10.14	

NORDEA
437 Madison Avenue
New York, New York 10022	DNB NOR BANK ASA
200 Park Avenue
New York, New York 10166	
CITIBANK, N.A.
CITIGROUP GLOBAL MARKETS LIMITED
388 Greenwich Street
New York, New York 10013	

 	July 5, 2005	
 
Genco Shipping & Trading Limited
 35 West 56 th Street
New York, NY 10019 

Attention:  John C. Wobensmith
 
Re  Revolving Credit Facility - Commitment Letter
Ladies and Gentlemen:
You have informed Nordea, acting through Nordea Bank Finland Plc, New York Branch (“ Nordea ”), DnB NOR Bank ASA, acting through its New York branch (“ DnB ”), Citigroup Global Markets Limited (“ CGML ”) and Citibank, N.A. (“ Citibank ” and, together with CGML, “ Citigroup ”) that Genco Shipping & Trading Limited (the “ Company ”), a corporation organized under the laws of the Marshall Islands intends to sell into the public market pursuant to an effective registration statement shares of its common Stock (the “ IPO ”) and, in connection with the IPO, refinance (the “ Refinancing ”) all of the outstanding indebtedness under the existing credit agreement dated as of December 3, 2004, among Fleet Acquisition LLC, the Company, various lenders and Nordea Bank Finland Plc, New York Branch as Administrative Agent (as amended, restated, modified or supplemented to, the “ Existing Credit Agreement ”).  It is our understanding that the Company shall receive at least $230 million in net cash proceeds from the IPO.
In order to finance the Refinancing, the ongoing working capital and general corporate purposes of the Company and its subsidiaries following the consummation of the Refinancing, and to finance the acquisition of additional dry bulk carriers that are (w) between 25,000 and 180,000 dwt, (x) no greater than 10 years in age upon acquisition and (y) in compliance with the requirements of the Term Sheet referred to below (such vessels, the “ Additional Vessels ”), the Company shall obtain the Credit Facility referred to below.  In addition, the Additional Vessels should be no greater than 18 years of age upon maturity of the Credit Facility.  As used herein, the term “ Transaction ” shall mean, collectively, the Refinancing, the IPO and the incurrence of all indebtedness to fund the Refinancing under the Credit Facility and payment of fees and expenses in connection with the foregoing.
It is understood further that the Credit Facility shall consist of a (x) if the net cash proceeds of the IPO are equal to or greater than $300 million, $550 million or (y) if the net cash proceeds of the IPO are less than $300 million, $450 million revolving credit facility (the “ Credit Facility ”).  A summary of certain terms of the Credit Facility is set forth in Exhibit A attached

 
hereto (the “ Term Sheet ”).  Please note that those matters that are not covered or made clear herein, in the Term Sheet or the related fee letter of even date herewith (the “ Fee Letter ”) are subject to mutual agreement of the parties hereto and shall be consistent with this letter and the Term Sheet.  The terms and conditions of this commitment letter may be modified only in writing signed by each of the parties hereto.
Subject to the terms and conditions set forth herein and in the Term Sheet, each of Nordea, DnB and Citibank is pleased to confirm that it hereby commits to provide up to one third of a $550 million Credit Facility. In addition, (x) DnB will act as sole Administrative Agent and Security Trustee for the Credit Facility (in such capacity, the “ Administrative Agent ” and “ Security Trustee ”, respectively and, together with Nordea and Citibank, the “ Lenders ”) and Nordea and CGML will act as Joint Book Runners for a syndicate of lenders who will participate in the Credit Facility and (y) Nordea, DnB and CGML will act as Joint Lead Arrangers for the Credit Facility (in such capacity, the “ Lead Arrangers ”).  Nordea’s, DnB’s and Citibank’ s commitments hereunder are subject to (A) the accuracy and completeness of all representations that the Company makes thereto and all information that the Company furnishes to Nordea, DnB and/or Citigroup and (B) the Company’s compliance with the terms of this letter, including, without limitation, the payment in full of all fees, expenses and other amounts payable under this letter.  Notwithstanding anything to the contrary contained above in this paragraph, in connection with the syndication of the Credit Facility, the Lead Arrangers shall have the right to award one or more of the roles or titles described above, or such other titles as may be determined by the Lead Arrangers, to one or more other Lenders, in each case as determined by the Lead Arrangers in consultation with you.  You agree that, except as contemplated by the immediately preceding sentence, no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letter) will be paid in connection with the Credit Facility unless you and each Lead Arranger shall so agree.
Nordea, DnB and Citibank reserve the right, prior to or after execution of the definitive credit documentation, to syndicate all or part of their commitments hereunder to one or more other Lenders that will (i) be selected by the Joint Book Runners in consultation with you and (ii) become party to such definitive credit documentation pursuant to a syndication to be managed by the Joint Book Runners in consultation with you.  You agree that, upon delivery to Nordea, DnB or Citibank by another Lender of a commitment letter in writing for the benefit of the Company for all or a portion of the Credit Facility containing terms no less favorable to the Company than the terms hereof, Nordea, DnB and/or Citibank, as the case may be, shall be fully relieved of their obligations hereunder to the extent of the commitments set forth in such commitment letter.  All aspects of the syndication, including, without limitation, timing, prospective Lenders to be approached, titles, allocations and division of fees, shall be determined by the Joint Book Runners in consultation with you.  You agree to actively assist the Joint Book Runners in such syndication, including by using your commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships and to provide the Joint Book Runners and the Lenders, promptly upon request, with all information reasonably deemed necessary by the Joint Book Runners to complete successfully the syndication, including, but not limited to, an information package for delivery to prospective Lenders and participants in form and substance reasonably satisfactory to the Joint Book Runners.  You also agree to make available your representatives, and to cause the senior officers and representatives of the Company to be available, in each case from time to time and to attend and make presentations regarding the business and prospects of the Company and its subsidiaries
 
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at a meeting or meetings of Lenders or prospective Lenders at such times and places as the Joint Book Runners may reasonably request.  Until such time as the Credit Facility has been successfully syndicated, you and your subsidiaries shall each agree not to, syndicate or issue, attempt to syndicate or issue, announce or authorize the announcement of the syndication or issuance of, or engage in discussions concerning the syndication or issuance of, any other debt financings (including refinancings and renewals of debt) during the syndication process unless otherwise agreed to by the Joint Book Runners.
You represent, warrant and covenant that (i) no information which has been or is hereafter furnished by you or on your behalf in connection with the Company or the transactions contemplated hereby and (ii) no other information given at information meetings for prospective Lenders and supplied or approved by you (collectively, the “ Information ”) taken as a whole contained (or, in the case of Information furnished after the date hereof, will contain), as of the time it was (or hereafter is) furnished, any material misstatement of fact or omitted (or will omit) as of such time to state any material fact necessary to make the statements therein taken as a whole not misleading, in the light of the circumstances under which they were (or hereafter are) made.  You agree to supplement the Information and the Projections from time to time until the date of the initial borrowing under the Credit Facility, as appropriate, so that the repre­sen­tations and warran­ties in the preceding sentence remain correct.  You under­stand that, in syndicating the Credit Facility, the Lead Arrangers will use and rely on the Information without independent verifica­tion thereof.
As you are aware, Citibank and the Lead Arrangers have not yet had the opportunity to complete their business and legal due diligence analysis.  Accordingly, Citibank’s and the Lead Arrangers’ commitments and agreements hereunder are subject to the completion of such business and legal due diligence analysis, and to each Lead Arranger’s satisfaction with the results thereof.  Furthermore, each of Nordea’s, DnB’s, CGML’s and Citibank’s commitments and agreements hereunder are subject to (a) there not occurring or becoming known to any Lead Arranger any condition or circumstance which any Lead Arranger or the Required Lenders (as defined in the Term Sheet) shall determine has had, or could reasonably be expected to have, a material adverse effect on the Transaction or on the business, property, assets, condition (financial or otherwise), operations or prospects of (x) the Company and the Guarantors (as defined in the Term Sheet) taken as a whole (each, a “ Material Adverse Effect ”), or (y) the rights or remedies of the Lenders or the ability of the Company and its subsidiaries to perform their obligations to the Lenders under the Credit Facility, (b) none of the Lead Arrangers becoming aware (whether as a result of its due diligence analyses and review or otherwise) after the date hereof of any information not previously known to either Lead Arranger which such Lead Arranger believes has had, or could reasonably be expected to have, a Material Adverse Effect, (c) the Lead Arrangers’ reasonable satisfaction that prior to and during the syndication of the Credit Facility and the consummation of the Transaction (the “ Closing Date ”) there shall be no offering, placement or arrangement of any debt securities or bank financing (including refinancings and renewals of debt) by or on behalf of the Company or any of its subsidiaries, and (d) the other conditions set forth or referred to herein or in the Term Sheet.
You hereby agree that all reasonable fees and expenses (including the reasonable fees and expenses of counsel and insurance consultants) of the Agents (as defined below) and their respective affiliates arising in connection with this letter (together with the Term Sheet, this “ Commitment Letter ”) and the enforcement of their rights and remedies hereunder and in connection with the Transaction and other transactions described herein (including in connection
 
3

with our due diligence and syndication efforts) shall be for your account (and that you shall from time to time upon request from the Agents reimburse it and its affiliates for all such fees and expenses paid by them), whether or not the Credit Facility are made available or definitive credit documents are executed; provided , however , that other than reasonable expenses incurred in connection with a bank meeting, none of the Agents shall incur any travel or lodging expenses in connection with the negotiation, documentation and syndication of the Credit Facility without your express prior approval.  You further agree to indemnify and hold harmless each Agent (defined, for purpose of this Commitment Letter, to include the Lead Arrangers and each other agent or co-agent (if any) designated by the Lead Arrangers with respect to the Credit Facility (each, an “ Agent ”), each Lender (including in any event Nordea, DnB and Citibank) and their respective affiliates and each director, officer, employee, representative and agent thereof (each, an “ indemnified person ”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted or awarded against or involve any Agent, any Lender or any other such indemnified person as a result of or arising out of or in any way related to or resulting from this Commitment Letter (including, without limitation, in connection with any investigation, litigation or proceeding or the preparation of a defense in connection therewith) or the definitive documentation for the Credit Facility or the transactions contemplated hereby or thereby or any actual or proposed use of the proceeds of the Credit Facility and, upon demand, to pay and reimburse each Agent, each Lender and each other indemnified person for any legal or other out-of-pocket expenses incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Agent, any Lender or any other such indemnified person is a party to any action or proceeding out of which any such expenses arise and whether or not such action or proceeding is brought by any Investor, the Company, any of their respective directors, security holders or creditors, an indemnified person or any other person); provided , however , that you shall not have to indemnify any indemnified person against any loss, claim, damage, expense or liability to the extent same resulted from the gross negligence or willful misconduct of the respective indemnified person (as determined by a court of competent jurisdiction in a final and non-appealable judgment).  This Commitment Letter is issued for your benefit only and no other person or entity may rely hereon (except indemnified persons to the extent set forth herein).  Neither the Agents nor any other indemnified person shall be responsible or liable to you or any other person or entity for (x) any determination made by it pursuant to this Commitment Letter in the absence of gross negligence or willful misconduct on the part of such person (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (y) any consequential, indirect, special or punitive damages which may be alleged as a result of this Commitment Letter or the financing contemplated hereby.
Each of us reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to us in such manner as we and our affiliates may agree in our sole discretion.  You also agree that we may at any time and from time to time assign all or any portion of our commitments hereunder to one or more of our affiliates.  You further acknowledge that the Lead Arrangers, for the purposes of the two preceding sentences, may share with any of their affiliates, and such affiliates may share with us, any information related to the Transaction, the Company (and your and their respective subsidiaries and affiliates), or any of the matters contemplated hereby.  Each of us agrees to treat, and cause any such affiliate to treat, all non-public information provided to it by the Company and its subsidiaries as confidential information in accordance with customary banking industry practices (it being understood and agreed that we
 
4

may provide potential Lenders and their respective affiliates with the Information provided by the Company and its subsidiaries in connection with the syndication of the Credit Facility).
You agree that this Commitment Letter is for your confidential use only and that, unless the Lead Arrangers have otherwise consented, neither its existence nor the terms hereof will be disclosed by you to any person or entity other than the Investors and your and their respective officers, directors, employees, accountants, attorneys and other advisors, and then only on a “need to know” basis in connection with the transactions contemplated hereby and on a confidential basis. Notwithstanding the foregoing, following your acceptance of the provisions hereof and your return of an executed counterpart of this Commitment Letter and the Fee Letter to us as provided below (i) you may make public disclosure of the existence and amount of the commitments hereunder and of the identity of the Lead Arrangers, (ii) you may file a copy of this Commitment Letter (but not the Fee Letter) in any public record in which it is required by law to be filed and (iii) you may make such other public disclosure of the terms and conditions hereof as, and to the extent, you are required by law, in the opinion of your counsel, to make.  If this Commitment Letter is not accepted by you as provided below, please immediately return this Commitment Letter (and any copies hereof) to the undersigned.  Notwithstanding any other provision in this letter, each Lead Arranger hereby confirms that the Company and its directors, employees, officers, representatives and agents shall not be limited from disclosing the U.S. tax treatment or U.S. tax structure of the Credit Facility.
The provisions of the three immediately preceding paragraphs shall survive any termination of this Commitment Letter regardless of whether any definitive form of documentation shall be executed and delivered, provided that, your obligations under this Commitment Letter relating to indemnification shall automatically terminate and be superseded by the provisions of the definitive documentation relating to the Credit Facility upon the initial funding thereunder, and you shall automatically be released from all indemnification obligations under this Commitment Letter.
This Commitment Letter and the Fee Letter (and your rights and obligations hereunder and thereunder) shall not be assignable by you to any person or entity without the prior written consent of each party hereto (and any purported assignment without such consent shall be null and void).  This Commitment Letter and the Fee Letter may not be amended or waived except by an instrument in writing signed by you and us.  Each of this Commitment Letter and the Fee Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement.  Delivery of an executed signature page of this Commitment Letter or the Fee Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be.  The Company acknowledges that information and documents relating to the Credit Facility may be transmitted through Intralinks, the internet or similar electronic transmission systems.   This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York.  This Commitment Letter and the Fee Letter set forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with respect to the matters herein.
EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS COMMITMENT LETTER OR THE FEE LETTER.  YOU HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE
 
5

FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE COUNTY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS COMMITMENT LETTER, THE FEE LETTER OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY.
This Commitment Letter, together with the Term Sheet and the Fee Letter, embodies the entire agreement and understanding among the Agents, you and your affiliates with respect to the Credit Facility and supersedes all prior agreements and understandings relating to the subject matter hereof.
Our willingness, and commitments, with respect to the Credit Facility as set forth above will terminate on September 30, 2005, unless on or prior to such date a definitive credit agreement evidencing the Credit Facility (together with related financing and security documentation, the “ Credit Documentation ”), in form and substance reasonably satisfactory to us and consistent with this Commitment Letter and Term Sheet shall have been entered into and the initial borrowing thereunder shall have taken place.  Before such date, each of Nordea, Citibank and DnB may terminate its respective commitment hereunder if any event occurs or information becomes available that, in its judgment, results or is likely to result in the failure to satisfy any of the conditions or requirements with which the Company must comply, contained in this letter.
*   *   *
 
6

If you are in agreement with the foregoing, please sign and return to Nordea the enclosed copy of this Commitment Letter, together with a copy of the enclosed Fee Letter, no later than 5:00 p.m., New York time, on July 5 2005.  Unless this Commitment Letter and the related Fee Letter are signed and returned by the time and date provided in the immediately preceding sentence, this Commitment Letter shall terminate at such time and date.

 	Very truly yours,	
 	NORDEA, acting through Nordea Bank Finland
Plc, New York Branch	
 	 	 	
 	By	/s/ Hans Chr. Kjelsrud	 	
 	 	Name:	Hans Chr. Kjelsrud	 	
 	 	Title:	Senior Vice President	 	

 	By	/s/ Alison B. Barber	 	
 	 	Name:	Alison B. Barber	 	
 	 	Title:	Vice President	 	

 	DnB NOR BANK ASA	

 	By	/s/ Nikolai A. Nachamkin	 	
 	 	Name:	Nikolai A. Nachamkin	 	
 	 	Title:	Senior Vice President	 	

 	By	/s/ Alfred C. Jones III	 	
 	 	Name:	Alfred C. Jones III	 	
 	 	Title:	Senior Vice President	 	

 	CITIBANK, N.A.	

 	By	/s/ Pareejat Singhal	 	
 	 	Name:	 	 	
 	 	Title:	 	 	

 	CITIGROUP GLOBAL MARKETS LIMITED	

 	By	/s/ Pareejat Singhal	 	
 	 	Name:	 	 	
 	 	Title:	 	 	
 	 	 	 	 	
7

Agreed to and Accepted this
5th day of July, 2005:

GENCO SHIPPING & TRADING LIMITED	

By	/s/ John C. Wobensmith	 	
 	Name:	 	 	
 	Title:	 	 	
 
8

EXHIBIT A
SUMMARY OF CERTAIN TERMS
OF THE CREDIT FACILITY
Unless otherwise defined herein, capitalized terms used herein and defined in the letter to which this Exhibit A is attached (the “ Commitment Letter ”) are used herein as therein defined.
I.              Description of Credit Facility

Total Credit Facility:	A revolving credit facility (the “ Credit Facility ”) in an aggregate principal amount of up to (x) if the net cash proceeds of the IPO are equal to or greater than $300 million, $550 million, or (y) if the net cash proceeds of the IPO are less than $300 million, $450 million, (such amount, as it may be reduced from time to time by the terms hereof, the “ Total Commitment ”).	
Use of Proceeds:	The loans made pursuant to the Credit Facility (the “ Loans ”) and the proceeds thereof shall be utilized to (w) refinance the Existing Credit Agreement, (x) fund up to 100% of the acquisition costs of the Additional Vessels and (y) fund working capital requirements of the Borrower and its subsidiaries in a maximum aggregate amount of up to $20 million in Loans and Letters of Credit at any time outstanding and (z) issue letters of credit as described below.	
Letters of Credit:	$50 million of the Credit Facility will be available for the issuance of stand-by letters of credit (“ Letters of Credit ”) to support obligations of the Borrower and its subsidiaries under freight derivatives contracts satisfactory to the Administrative Agent (as defined below). Maturities for Letters of Credit will not exceed twelve months, renewable annually thereafter and, in any event, shall not extend beyond the tenth business day prior to the Revolving Loan Maturity Date.	
Availability:	Loans may be borrowed, repaid and reborrowed on and after the Closing Date and prior to the Maturity Date in accordance with the terms of the definitive credit documentation governing the Credit Facility; provided that (x) if the Credit Facility is in an aggregate principal amount of $550 million, the initial Loans incurred on the Closing Date may not exceed $37 million and (y) if the Credit Facility is in an aggregate principal amount of $450 million, the initial Loans incurred on the Closing Date may not exceed $107 million; provided further that the	

 

 	aggregate amount of all Loans and Letters of Credit outstanding (determined on a pro forma basis giving effect to such Loans being made and/or Letters of Credit being issued) may not exceed an amount equal to 65% of the fair market value of all Collateral Vessels (as defined herein).	
Maturity:	The Credit Facility will mature on the tenth anniversary of the Closing Date (the “ Maturity Date ”).	
Scheduled Commitment Reductions:	The Total Commitment shall be reduced in eight consecutive semi-annual installments, commencing on the sixth anniversary of the Closing Date in an amount equal to 8.125% of the then Total Commitment on the sixth anniversary of the Credit Facility. The Total Commitment shall terminate in its entirety on the Maturity Date.	
Guaranties:	Each subsidiary of the Borrower (as defined below) which owns or obtains an ownership interest in any vessel listed on Annex I hereto (the “ Vessels ”) and any Additional Vessels (together with the Vessels, the “ Collateral Vessels ”) (such subsidiaries, the “ Guarantors ”) shall be required to provide unconditional guaranties of all amounts owing under the Credit Facility (the “ Guaranties ”). The Guaranties shall contain terms and conditions reasonably satisfactory to the Lead Arrangers and customary for transactions of this type and shall, to the extent requested by the Lead Arrangers, also guarantee on a subordinated basis the Borrower’s obligations under interest rate swaps/foreign currency swaps or similar agreements (to the extent such obligations are related to the Borrower’s obligations under the Credit Facility) with a Lender under the Credit Facility (or its affiliates). Guaranties shall be a guarantee of payment and not of collection.	
Security:	(i) All amounts owing under the Credit Facility, (ii) all obligations under the Guaranties and (iii) on a subordinated basis, the Borrower’s obligations under any interest rate swaps/foreign currency swaps or similar agreements (to the extent related to the Borrower’s obligations under the Credit Facility) with a Lender under the Credit Facility (or its affiliates) will, in each case, be secured by (x) a first priority perfected security interest in all equity interests of the Guarantors, (y) a first priority perfected security interest in all Collateral Vessels and (z) a first priority security interest in all earnings and proceeds of insurance (including, without limitation, the Required Insurance (as defined below)) related to such Collateral Vessels (together	

2

 

 	with all deposit accounts into which such earnings and proceeds of insurance are deposited (which deposit accounts shall be maintained at Nordea and shall include, without limitation, the Operating Account (as defined below)).	
 	All documentation (collectively referred to herein as the “ Security Agreements ”) evidencing the security required pursuant to the immediately preceding paragraph shall be in form and substance reasonably satisfactory to the Lead Arrangers and customary for transactions of this type, and shall effectively create first priority security interests in the property purported to be covered thereby, with such exceptions as are acceptable to the Lead Arrangers in their reasonable discretion.	
Operating Account:	All charter revenues and proceeds received by the Borrower and each Guarantor in respect of the Collateral Vessels shall be required to be deposited in an account of the Borrower maintained with Nordea (the “ Operating Account ”). The Borrower shall be permitted to apply amounts in the Operating Account to the payment of the operating expenses, other expenditures and dividends permitted under the terms and conditions of the Credit Facility of the Borrower and its subsidiaries.	
 
II.            Other Terms Applicable to Credit Facility

Borrower:	Genco Shipping & Trading Limited (the “ Borrower ”), a corporation organized under the laws of the Marshall Islands.	
Joint Lead Arrangers:	Nordea, DnB and CGML (the “ Lead Arrangers ”)	
Administrative Agent,	 	
Security Trustee:	DnB (the “ Administrative Agent ”).	
Joint Book Runners:	Nordea and CGML.	
Lenders:	Nordea, DnB, Citibank and a syndicate of financial institutions arranged by and reasonably acceptable to the Sole Book Runner (in consultation with the Borrower) (collectively, the “ Lenders ”).	
Required Lenders:	Lenders having aggregate commitments and/or outstandings (as appropriate) pertaining to all tranches (taken in the aggregate) in excess of 50% (the “ Required Lenders ”).	

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Voluntary Commitment Reductions:	The unutilized portion of the Credit Facility may, upon three business days’ notice to the Administrative Agent, be permanently reduced or terminated by the Borrower at any time without penalty, in integral multiples of $5.0 million in the case of partial reductions.	
Voluntary Prepayments:	Voluntary prepayments may be made at any time on three business days’ written notice, without premium or penalty, subject to minimum notice, provided that voluntary prepayments made on a date other than the last day of an interest period applicable thereto shall be subject to payment of customary breakage costs and funding loss costs.	
Mandatory Repayments:	Upon the sale or loss by the Borrower or any of its subsidiaries of any Collateral Vessel, outstanding Loans shall be required to be repaid and/or Letters of Credit shall be cash collateralized in an amount equal to the sum of the aggregate amount of all outstanding Loans and Letters of Credit multiplied by a fraction, the numerator of which is the appraised value (determined on the basis of the most recently obtained appraisals) of such Collateral Vessel subject to such sale or loss and the denominator of which is the aggregate of the appraised value (determined on the basis of the most recently obtained appraisals) of all Collateral Vessels owned by the Borrower and its subsidiaries at such time. In addition, (i) if at any time the outstandings pursuant to the Credit Facility (including Letter of Credit outstandings) exceed the Total Commitment, prepayments of Loans (and/or the cash collateralization of Letters of Credit) shall be required in an amount equal to such excess and (ii) upon the occurrence of a change of control (to be defined), all commitments under the Credit Facility shall terminate and all outstanding Loans shall become due and payable.	
Interest Rates:	Loans shall be maintained as US Dollar LIBOR-based loans which shall bear interest at the LIBOR Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period plus the Applicable Margin (as defined below). Interest periods of 3 and 6 months shall be available.	
 
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 	“ Applicable Margin ” shall mean 0.95% per annum until the fifth anniversary of the Closing Date and 1.00% per annum thereafter.	
 	The Credit Facility shall include customary protective provisions for such matters as defaulting banks, capital adequacy, increased costs, reserves, funding losses, illegality and withholding taxes. The Borrower shall have the right, in the absence of a default or event of default, to replace any Lender (i) that charges a material amount in excess of that being charged by the other Lenders with respect to contingencies described in the immediately preceding sentence or (ii) refuses to consent to certain amendments or waivers of the Credit Facility which expressly require the consent of such Lender and which have been approved by the Required Lenders.	
 	Interest in respect of Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be pay­able at the time of repayment of any Loans and at maturity. All calculations of interest, commitment fees and other fees shall be based on a 360-day year and actual days elapsed.	
Default Interest:	Overdue principal, interest and other amounts shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate borne by Loans (or, if such overdue amount is not interest or principal in respect of a Loan, 2.50% per annum in excess of the Prime Rate as in effect from time to time). Such interest shall be payable on demand.	
Commitment Commission:	A commitment fee, at a per annum rate of 0.375%, on the daily undrawn portion of the commitments of each Lender (with outstanding Loans and Letters of Credit being utilizations of the commit­ments) will commence accruing on the Closing Date and will be payable quarterly in arrears.	
Letter of Credit Fees:	A letter of credit fee equal to the Applicable Margin for Loans maintained as LIBOR Rate Loans on the outstanding stated amount of Letters of Credit (the “ Letter of Credit Fee ”) to be shared proportionately by the Lenders under the Credit Facility in accordance with their participation in the respective Letter of Credit, and a facing fee of 1/8 of 1% per annum (but in no event less than $500 per annum for	

5

 

 	each Letter of Credit) (the “ Facing Fee ”) to be paid to the issuer of each Letter of Credit for its own account, in each case calculated on the aggregate stated amount of all Letters of Credit for the stated duration thereof. Letter of Credit Fees and Facing Fees shall be payable quarterly in arrears. In addition, the issuer of a Letter of Credit will be paid its customary administrative charges in connection with Letters of Credit issued by it.	
Lead Arrangers/Lender Fees:	The Lead Arrangers and the Lenders shall receive such fees as have been separately agreed upon.	
Assignments and Participations:	The Borrower may not assign its rights or obligations under the Credit Facility without the prior written consent of all of the Lenders. Any Lender may assign and may sell participations in, its rights and obligations under the Credit Facility, subject (x) in the case of participations, to customary restrictions on the voting rights of the participants and (y) in the case of assignments, to such limitations as may be established in the definitive credit documentation, including, without limitation, (i) the consent of the Administrative Agent and so long as no default or event of default then exists under the Credit Facility, the consent of the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed), (ii) a minimum assignment amount of $5.0 million and (iii) payment by the relevant Lender to the Administrative Agent of a $3,500 assignment fee. The Credit Facility shall provide for a mechanism which will allow for each assignee to become a direct signatory to the Credit Facility and will relieve the assigning Lender of its rights and obligations with respect to the assigned portion of its loans and commitments.	
Documentation/Governing Law:	The Lenders’ commitments will be subject to the negotiation, execution and delivery of reasonably satisfactory definitive financing agreements (and related security documentation, guaranties, etc.) consistent with the terms of this Term Sheet, in each case prepared by White & Case LLP, special maritime counsel to be determined and/or local counsel satisfactory to the Lead Arrangers and the Lenders (including without limitation as to the terms, conditions, representations, covenants and events of default contained therein). All documentation (except security	

6

 	documentation that the Lead Arrangers determine should be governed by local law) shall be governed by New York law.	
Conditions Precedent:	Those conditions precedent that are usual and customary for these types of facilities, and such additional conditions precedent as are appropriate under the circumstances. Without limiting the foregoing, the following conditions shall apply:	
 
A.            o the Initial Loans

 	(i)	On or prior to the Closing Date (x) the IPO shall have been consummated, (y) the Borrower shall have received net cash proceeds of at least $230 million and (z) shares of the Borrower’s common equity shall be traded on the NASDAQ National Market.	
 	(ii)	The scope, terms and conditions of any management and service agreements entered into by the Borrower or its subsidiaries shall be reasonably satisfactory to the Lead Arrangers.	
 	(iii)	The Borrower and its subsidiaries shall have no outstanding indebtedness or contingent liabilities, except for indebtedness incurred pursuant to the Credit Facility and such other existing indebtedness and disclosed contingent liabilities of the Borrower and its subsidiaries, if any, as shall be permitted by the Lead Arrangers, and all equity interests of the Borrower’s subsidiaries shall be owned directly or indirectly by the Borrower, in each case free and clear of liens (other than those securing the obligations under the Credit Facility).	
 	(iv)	All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the transactions contemplated by the Credit Facility and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the transactions contemplated by the Credit Facility or otherwise referred to herein. Additionally, there shall not	
 
7

 

 	 	exist any judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the transactions contemplated by the Credit Facility.	
 	(v)	Nothing shall have occurred (and neither the Lead Arrangers nor any of the Lenders shall have become aware of facts or conditions not previously known to them) which any Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, a Material Adverse Effect.	
 	(vi)	No litigation by any entity (private or governmental) shall be pending or, to the Borrower’s knowledge, threatened with respect to the Credit Facility or any documentation executed in connection therewith, or with respect to the Transaction, or which any Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, a Material Adverse Effect.	
 	(vii)	The Lenders shall have received legal opinions from counsel, and covering matters (including without limitation compliance with the margin regulations and no-conflict opinions), reasonably acceptable to the Lead Arrangers.	
 	(viii)	All Loans and other financing to be made pursuant to the Transaction shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, Regulations T, U and X of the Federal Reserve Bank (the “ Margin Regulations ”) and the collateral valuation requirements, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations.	
 	(ix)	All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby, payable to the Lenders and the Lead Arrangers or payable in respect of	
 
8

 

 	 	the Transaction, shall have been paid to the extent due.	
 	(x)	On or prior to the Closing Date, (i) the Lenders shall have received updated appraisals in respect of the Collateral Vessel from two independent valuation consultants reasonably satisfactory to the Lead Arrangers, and (ii) the Lead Arrangers shall have received a solvency certificate from the senior financial officer of the Borrower, in form and substance satisfactory to the Lead Arrangers, setting forth the conclusions that, after giving effect to the Transaction (including the incurrence of all the financing contemplated herein), each of the Borrower, individually, and the Borrower and its subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their businesses and will not have incurred debts beyond their ability to pay such debts as they mature.	
 	(xi)	The Lenders shall have received (w) certificates of ownership from the appropriate authorities showing the registered ownership of the related Collateral Vessel, (x) results of maritime registry searches with respect to the related Collateral Vessel which results shall be acceptable to the Lead Arrangers, (y) class certificates from a classification society acceptable to the Lead Arrangers with respect to the related Collateral Vessel, which class certificates shall be acceptable to the Lead Arrangers, and (z) a report, in form and scope reasonably acceptable to the Lead Arrangers, from a firm of independent marine insurance brokers reasonably acceptable to the Lead Arrangers with respect to the insurance maintained (or to be maintained) in respect of the related Collateral Vessel together with a certificate from such broker certifying that such insurances (I) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, are customarily insured against by similarly situated insurers, (II) conform with requirements of the mortgage taken (or to be taken) for the benefit of the Lenders in each of the Collateral Vessels and (III) include without limitation (the following, the “ Required Insurance ”), hull and machinery, war risks, loss of hire (with respect to vessels on charter) and protection and indemnity.	
 
9

 

 	(xii)	In connection with the Transaction, there shall be no conflict with, or default under, any material agreement of the Borrower or any of its subsidiaries.	
 	(xiii)	The Guaranties and the Security Agreements executed by the Borrower (to the extent applicable) and each subsidiary of the Borrower that owns a Collateral Vessel shall have been executed and delivered in form, scope and substance reasonably satisfactory to the Lead Arrangers and the Required Lenders, and the Lenders shall have security interests in assets of the Borrower and such subsidiaries as and to the extent required above.	
 	(xiv)	No condition or occurrence on or arising from any Collateral Vessel or any other property owned or operated or occupied by the Borrower or any of its subsidiaries exists that (x) could result in noncompliance by the Borrower or such subsidiary with any applicable environmental law that has had, or could reasonably be expected to have, a Material Adverse Effect or (y) could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its subsidiaries or any property of the Borrower or any of its subsidiaries (including, without limitation, any Collateral Vessel) and such Environmental Claim could reasonably be expected to have, a Material Adverse Effect.	
 	(xv)	On or prior to the Initial Borrowing Date, the Lead Arrangers shall have received and be reasonably satisfied with the organizational and charter documents of the Borrower and its subsidiaries, together with resolutions authorizing the consummation of the Transaction.	

B.            To All Loans

 	(i)	All representations and warranties shall be true and correct in all material respects on and as of the date of the borrowing (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), before and	
 
10

 

 	 	ater giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date.	
 	(ii)	No event of default under the Credit Facilities or event which with the giving of notice or lapse of time or both would be an event of default under the Credit Facilities, shall have occurred and be continuing, or would result from such borrowing.	
 	(iii)	The aggregate amount of all Loans and Letters of Credit outstanding (determined at the time of the making of each Loan or Letter of Credit issuance on a pro forma basis giving effect to such Loan being made and/or Letter of Credit being issued) shall not exceed an amount equal to 65% of the fair market value of all Collateral Vessels based on the most recent appraisals delivered to or obtained by the Administrative Agent.	
 
C.            To All Vessel Acquisition Loans

 	(i)	On the date of each Loan used to acquire an Additional Vessel (such Loan, a “ Vessel Acquisition Loan ”), the Lenders shall have received legal opinions from counsel, and covering matters , reasonably acceptable to the Lead Arrangers.	
 	(ii)	At the time of acquisition of each Additional Vessel (a “ Vessel Acquisition ”), (i) no condition or occurrence on or arising from the related Additional Vessel or any other property owned by the subsidiary which owns the related Additional Vessel exists that could (x) result in noncompliance by such subsidiary with any applicable environmental law that has had, or could reasonably be expected to have, a Material Adverse Effect or (y) reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its subsidiaries or any property of the Borrower or any of its subsidiaries (including, without limitation, the related Additional Vessel) and such Environmental Claim could reasonably be expected to have, a Material Adverse Effect and (ii) the Lenders shall have received (v) a Guaranty and Security Agreement executed by each subsidiary of the Borrower that owns the related Additional Vessel executed and delivered in form, scope and

11

 

 	 	substance reasonably satisfactory to the Lead Arrangers and the Required Lenders, and the Lenders shall have security interests in assets of such subsidiary as to the extent required above, (w) certificates of ownership from the appropriate authorities showing the registered ownership of the related Additional Vessel, (x) results of maritime registry searches with respect to the related Additional Vessel which results shall be acceptable to the Lead Arrangers, (y) a class certificate from a Pre-Approved Classification Society (as defined on Annex II hereto) with respect to the related Additional Vessel and evidence that the related Additional Vessel has a Pre-Approved Flag (as defined on Annex II hereto), which class certificate and evidence shall be acceptable to the Lead Arrangers, and (z) a report, in form and scope reasonably acceptable to the Lead Arrangers, from a firm of independent marine insurance brokers reasonably acceptable to the Lead Arrangers with respect to the insurance maintained (or to be maintained) in respect of the related Additional Vessel together with a certificate from such broker certifying that such insurances (I) are (or will be at the time of the respective Vessel Acquisition) placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, are customarily insured against by similarly situated insurers, (II) conform with requirements of the mortgage taken (or to be taken) for the benefit of the Lenders in each of the Additional Vessels and (III) include the Required Insurance.	
Representations and Warranties:	Substantially the same as the representations and warranties contained in Existing Credit Agreement with appro­priate changes thereto and any additional representations and warranties as are necessary in the context of the Refinancing and the Credit Facility, in each case as determined to the satisfaction of the Lead Arrangers.	
Affirmative Covenants:	Substantially the same as the covenants contained in the Existing Credit Agreement including, without limitation, appropriate changes thereto and any additional covenants as are necessary in the context of the Refinancing.	

12

 

Negative Covenants (other than Financial Covenants):	Those covenants that are usual and customary for facilities of this type shall apply to the Borrower and its subsidiaries, including, without limitation:	
 	(i)	Limitations on indebtedness (including any guarantees) (other than under the Credit Facility) incurred by the Borrower or any of its subsidiaries, provided that so long as no default or event of default is then continuing, Indebtedness may be incurred by the Borrower and its subsidiaries (other than any subsidiary owning a Collateral Vessel) provided that after giving effect to such incurrence the Borrower will be in pro forma compliance with the Financial Covenants described below.	
 	(ii)	Limitations on liens on collateral securing the Credit Facility (other than pursuant to the Credit Facility).	
 	(iii)	Limitations on investments.	
 	(iv)	Limitations on dividends except that the Borrower may pay or declare dividends in accordance with the “Dividend Policy” section of the Form S-1 filed by the Borrower with the Securities Exchange Commission on May 6, 2005; provided that no default or event of default has occurred and is continuing or would result therefrom.	
 	(v)	Limitations on mergers, acquisitions, joint ventures, partnerships and acquisitions and dispositions of assets.	
 	(vi)	Limitations amendments to organizational documents and certain material contracts to the extent adverse to the Lenders.	
 	(vii)	Limitations on transactions with affiliates.	
 	(viii)	Limitations on changes in the registry, class or management of the Collateral Vessels.	
 	(ix)	Limitations on changes in nature of business.	
 	(in each case set forth in the preceding clauses (i) through (ix) above, subject to certain customary exceptions acceptable to the Lead Arrangers and the Lenders).	
 
13

 

Financial Covenants:	The following shall be the financial covenants (which shall apply to the Borrower and its subsidiaries on a consolidated basis and be measured on the last day of each fiscal quarter of the Borrower):	
 	1.	Leverage .  The ratio of Total Debt to Total Capitalization shall be no greater than (x) 0.70:1.00 during the first five years after the Closing Date, and (y) 0.60:1.00 at any time thereafter.	
 	2.	Minimum Liquidity Balance .  The Borrower shall have cash, cash equivalents and undrawn available credit facilities with maturities in excess of twelve months on such date on hand of no less than $500,000 for each Collateral Vessel on the last day of each fiscal quarter.	
 	3.	Interest Coverage .  The ratio of EBITDA to Interest Expense, on a trailing four quarter basis, shall be no less than 2.00 to 1.00.	
 	4.	Collateral Maintenance .  The aggregate fair market value of the Collateral Vessels shall at all times be (x) at least 130% of the aggregate outstanding principal amount under the Loans plus all Letters of Credit outstanding; provided that the Borrower shall have a 30 day remedy period during which time the Borrower may post additional collateral satisfactory to the Required Lenders or reduce the amount of Loans and/or Letters of Credit outstanding.	
 	5.	Consolidated Net Worth .  The Consolidated Net Worth of the Borrower and its subsidiaries shall be no less than 80% of the stockholder’s equity at the end of the last fiscal quarter preceding the Closing Date, which figure shall be calculated pro forma for the IPO.	
Collateral Substitution:	The Borrower or any Guarantor may dispose of any Collateral Vessel and offer a substitution for such Collateral Vessel so long as no default or event of default has occurred and is continuing or would result therefrom. Such replacement vessel shall be of substantially similar value, type and age as the Collateral Vessel it replaces and shall be acceptable to the Administrative Agent.	
Events of Default:	Those events of default usual and customary for this type of facility, including, without limitation, non payment of principal, non payment of interest (3 day grace period), breach of affirmative covenants (30 day grace period),	
 
14

 

.	breach of negative covenants, material inaccuracy of representations and warranties, cross default to other material indebtedness (giving effect to any applicable grace periods), ERISA event, failure of effectiveness of security documents or guaranty, unsatisfied uninsured material judgment following final appeal, bankruptcy or insolvency event, or change of control of the Borrower	
Indemnification:	The documentation for the Credit Facility will contain customary indemnities for the Lenders and the Lead Arranger (other than as a result of such indemnified party’s gross negligence or willful misconduct).	
Swap Transaction:	An interest rate swap, using the standard ISDA documentation, will be made available to the Borrower to convert the interest rate under the Credit Facility from a floating rate to a fixed rate.	

15

ANNEX I
COLLATERAL VESSELS

Vessel Name	 	Type	 	Built	 	Dwt	 	Flag	 	
 	 	 	 	 	 	 	 	 	 	
Beauty	 	Panamax	 	1999	 	73,941	 	Hong Kong	 	
Knight	 	Panamax	 	1999	 	73,941	 	Hong Kong	 	
Leader	 	Panamax	 	1999	 	73,941	 	Hong Kong	 	
Vigour	 	Panamax	 	1999	 	73,941	 	Hong Kong	 	
Trader	 	Panamax	 	1990	 	69,338	 	Hong Kong	 	
 	 	 	 	 	 	 	 	 	 	
Carrier	 	Handymax	 	1998	 	47,000	 	Hong Kong	 	
Prosperity	 	Handymax	 	1997	 	47,180	 	Hong Kong	 	
Success	 	Handymax	 	1997	 	47,180	 	Hong Kong	 	
Wisdom	 	Handymax	 	1997	 	46,800	 	Hong Kong	 	
Lucky Marine	 	Handymax	 	1996	 	46,000	 	Hong Kong	 	
Glory	 	Handymax	 	1984	 	41,062	 	Hong Kong	 	
 	 	 	 	 	 	 	 	 	 	
Explorer	 	Handysize	 	1999	 	29,952	 	Hong Kong	 	
Pioneer	 	Handysize	 	1999	 	29,952	 	Hong Kong	 	
Progress	 	Handysize	 	1999	 	29,952	 	Hong Kong	 	
Reliance	 	Handysize	 	1999	 	29,952	 	Hong Kong	 	
Sugar	 	Handysize	 	1998	 	29,952	 	Hong Kong	 	

ANNEX II
 
Definitions
 
“ Pre-Approved Classification Society ” shall mean any of Det norske Veritas, Lloyds Register, American Bureau of Shipping (ABS), Germanischer Lloyd, Bureau Veritas or, with respect to Genco Glory only, China Classification Society.
 
“ Pre-Approved Flag ” shall mean Hong Kong, Marshall Islands, Norwegian International Ship Registry, Liberia, Panama, Isle of Man, Cayman Islands, Bermuda, Bahamas or Singapore.

 
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 Exhibit 23.2
 
 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        We consent to the use in Amendment No. 2 to this Registration Statement No. 333-124718 on Form S-1 of our report dated May 6, 2005 (except for the last paragraph of Note 1 as to which the date is                        ) relating to the consolidated financial statements of Genco Shipping & Trading Limited as of December 31, 2004 and for the period September 27, 2004 (date of inception) through December 31, 2004 appearing in this Prospectus, which is part of this Registration Statement.
        We also consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP 
New York, New York
July 5, 2005
        The above consent is in the form which will be signed by Deloitte & Touche LLP upon consumation of the stock split in the form of a stock dividend, which is described in Note 1 to the consolidated financial statements and assuming no other events have occurred that would affect the accompanying Consolidated Financial Statements and notes thereto.
New York, New York
July     , 2005

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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
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 Exhibit 23.3
Genco Shipping & Trading Limited.
35 West 56 th Street
New York, New York 10019
United States of America
July 5, 2005
Dear Sir/Madam
        At your request we have reviewed the sections of the Prospectus contained in the Registration Statement on Form S-1, as amended, filed by Genco Shipping & Trading Limited entitled:
•
"Risk Factors—Industry Specific Risk Factors—The international drybulk shipping industry is cyclical and volatile, which may lead to reductions and volatility in our charter rates, vessel values and results of operations."

•
"Risk Factors—Industry Specific Risk Factors—Charter rates for drybulk carriers have recently been at historically high levels and future growth will depend on continued growth in the world economy."

•
"The International Drybulk Shipping Industry," and the statistical and graphical information contained therein, and in any other instance where we are identified as the source of information included in the Prospectus of Genco Shipping & Trading Limited.

        Based on our review of this material, we confirm that such sections of the Prospectus and the statistical and graphical informational contained therein accurately describe the international drybulk shipping industry in all material respects based on available data. We hereby consent to the filing of this letter as an exhibit to the Registration Statement of the Company of Form S-1, as amended, to be filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and to the reference to our firm under the heading "Experts" in the Prospectus and to all other references to our firm therein.

Yours faithfully,	 	 	 	 	 	 	

/s/   NIGEL GARDINER       

Managing Director
Drewry Shipping Consultants Ltd.	

 	

 	

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Exhibit 23.3