EX-4.39 6 ef20060647_ex4-39.htm EXHIBIT 4.39
Exhibit 4.39
BARECON 2017
STANDARD BAREBOAT CHARTER PARTY   PART I


1.   Place and date
16 March 2026

        
.
2.      Owners (Cl. 1)
(i)     Name: Salter Shipping, S.A. guaranteed by Yawatahama Kisen Co., Ltd.
 
(ii)  Place of registered office:
No.20, Federico Boyd Avenue and 51st Street, P.O. Box 4493, Panama 5, Republic of Panama
 
(iii)   Law of registry: Panama
 
    
3.      Charterers (Cl. 1)
(i)  Name: SAINT BARTH SHIPPING COMPANY INC. guaranteed by Performance Shipping Inc.
 
(ii)  Place of registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH 96960
 
 
(iii)  Law of registry: The Republic of the Marshall Islands
 
  
 
4.    Vessel (Cl. 1 and 3)
(i)    Name: Hull No. YZJ2024-1624 «P. SAN FRANCISCO »
(ii)   IMO Number: 1065708
(iii) Flag State: Marshall Islands or Liberia
(iv)  Type: LR1 Tanker
 
    
(v)    GT/NT:
(vi)   Summer DWT:
(vii)  When/where built: 2027 / Jiangsu New Yangzi Shipbuilding Co., Ltd
(viii) Classification Society: IACS classification society in Charterer’s option

  
 
5.      Date of last special survey by the Vessel`s Classification Society
  N/A
    
6.     Validity of class certificate (state number of months to apply)
(i)     Delivery (Cl. 3): N/A
(ii)    Redelivery (Cl. 10): minimum 3 months
 
  
 
7.      Latent Defects (state number of months to apply) (Cl. 1,3)
  N/A
 
    
8.     Port or place of delivery (Cl. 3)
 As per MOA Clause 5
 
  
 
9.      Delivery notices (Cl. 4)
  N/A
 
    
10.   Time for delivery (Cl. 4)
 As per MOA Clause 5
 
  
 
11.    Cancelling date (Cl. 4,5)
  31 October 2027
    
12.   Port or place of redelivery (Cl.10)
 Worldwide range, safely afloat at an accessible safe berth or anchorage at a safe port or place (excluding war risk areas in accordance with the terms of the Vessel’s insurances), in Charterers’ option.
 
  
 
13.    Redelivery notices (Cl. 10)
Thirty (30) and twenty (20), fifteen (15), seven (7), and three running days` approximate notices and two (2) running days’ definite notice
    
14.   Trading limits (Cl. 11)
 World Wide trading within institute Warranty Limits (IWL), provided that, Charterers shall be permitted to trade outside of IWL if they pay any applicable premium and/or expenses. North Korea, Russia and any other states or regions sanctioned by UN, USA, EU, UK or Japan shall be excluded. If Charterers call at a state which results in a breach of sanctions applicable to the Charterers and/or the Vessel then Charterers to undertake to indemnify Owners in accordance with Clause 22 and Clause 51.
  

 
STANDARD BAREBOAT CHARTER PARTY   PART I
 
15.    Bunker fuels, unused oils and greases (optional, state if (a) (actual net price), or (b) (current net market price) to apply) (Cl. 9)
  N/A
 
    
16.   Charter period (Cl. 2)
 Fixed term of 7 years
 
 
  
 
17.          Charter hire (state currency and amount) (Cl. 2,10 and 15)
(i) Charter hire:
A: Fixed part: USD 5,451 per day; plus
B: Floating part: (1M CME TERM SOFR + 2.00% Margin) x No of days/360 x Loan Outstanding
Margin as per line 44
Loan Outstanding as per Clause 49
 
(ii)    Charter hire for optional period: N/A
 
(iii)   Administration fee: USD500/month payable together with Charter Hire after delivery.
 
    
18.    Optional period and notice (Cl. 2)
(i)     State extension period in months: N/A
(ii)    State when declarable: N/A
 
 
 
  
 
19.    Rate of interest payable (Cl. 15(g))
1 month CME TERM SOFR plus 2.00 percentage points per annum
    
20.   Owners` bank details (state beneficiary and bank account) (Cl. 15)
 The San-in Godo Bank, Ltd. / Hiroshima Branch
 1-22, Takemachi Naka-ku, Hiroshima-shi, Hiroshima  Prefecture, Japan
 SWIFT Code: SGBKJPJT
 Account Number: 1000083
 Account Name: Salter Shipping, S.A.
  
 
21.    New class and other regulatory requirements (Cl. 13(b))
(i)     State if 13(b)(i) or (ii) to apply: Clause 13(b)(i) to apply
(ii)    Threshold amount (AMT): N/A
(iii)  Vessel`s expected remaining life in years on the Delivery Date: N/A
        
 
22.   Mortgage(s), if any (state if 16(a) or (b) to apply; if 16(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 1, 16)
 First priority ship mortgage in favor of the San-in Godo Bank, Ltd. Japan
  

 
23.    Insured Total Loss value (Cl. 17)
  See Clause 46
    
24.   Insuring party (state if Cl. 17(b) (Charterers to insure) or Cl. 17(c)  (Owners to insure) to apply)
Clause 17(b)
And See Clause 46
  
 
25.    Performance guarantee (state amount and entity) (Cl. 27) (optional)
See Clause 43
  
 
26.   Dispute Resolution (state 33(a), 33(b), 33(c) or 33(d); if 33(c) is agreed, state Singapore or English law; if 33(d) is agreed, state governing law and place of arbitration) (Cl. 33)
  (a) English law, London arbitration
  

 
STANDARD BAREBOAT CHARTER PARTY   PART I
 
27.    Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies and if “yes”, complete details below) (optional)
 No
(i)     Name of Builders:
(ii)    Hull number:
(iii)   Date of newbuilding contract:
(iv)   Liquidated damages for physical defects or deficiencies (state party):
(v)    Liquidated damages for delay in delivery (state party):
 
 
28.   Purchase Option (indicate with “yes” or “no” whether PART IV  applies) (optional)
 
 No, see however Clause 45
    
29. Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies and if “yes”, complete details below) (optional) No
(i)   Underlying Registry: N/A
(ii)  Bareboat Charter Registry: N/A
  
 
30.   Notice to Owners (state full style details for serving notices) (Cl. 34)
  Salter Shipping, S.A.
  c/o Yawatahama Kisen Co., Ltd.
  Salter Shipping, S.A.
  5F Center Point Building 3-3-6, Ichiban-cho, Matsuyama City, Ehime, 790-0001, Japan
 
  Email:
 
  Attention: Yukina Yamamoto /
Matthew Yamamasu
    
31.   Notice to Charterers (state full style details for serving notices) (Cl. 34)
 SAINT BARTH SHIPPING COMPANY INC.
 c/o PERFORMANCE SHIPPING MANAGEMENT INC.
 373 Syngrou Ave. & 2-4 Ymittou str.,
 17564, Palaio Faliro, Athens,
 Greece
 
     Email:
 
     Attention: Mr. Andreas Nikolaos Michalopoulos
  

It is mutually agreed that this Charter Party shall be performed subject to the conditions contained in this Charter Party which shall include PART I, and PART II and Rider Clauses 39-54. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II and Rider Clauses 39-54 to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter Party if expressly agreed and stated in BOX 27, 28 and 29. If PART III and/or PART IV and/or PART V applies, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but nor further.

 
Salter Shipping, S.A.
Signature (Owners)
/s/ Yoshihide Yamamoto
 
Name: Yoshihide Yamamoto
Title: Director/President
  
SAINT BARTH SHIPPING COMPANY INC.
Signature (Charterers)
/s/ Andreas Nikolaos Michalopoulos

Name: Andreas Nikolaos Michalopoulos
Title: Director / Attorney-in-fact

  
 
Yawatahama Kisen Co., Ltd.
Signature (Guarantor)
/s/ Yoshihide Yamamoto
 
Name: Yoshihide Yamamoto
Title: Representative Director
  
PERFORMANCE SHIPPING INC.
Signature (Guarantor)
/s/ Andreas Nikolaos Michalopoulos
 
Name: Andreas Nikolaos Michalopoulos
Title: Director / Chief Executive Officer

  

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
0
 1.
Definitions
1

2
In this Charter Party:
3

4
“Banking Day” means a day on which banks are open in the places stated in Boxes 30 and 31, New York, 
5
Tokyo, London, Shanghai and Athens.
6

7
“Builder” means Jiangsu New Yangzi Shipbuilding Co., Ltd., a corporation organized and existing under the
8
laws of the People’s Republic of China, having its registered office at Jingjiang Park of Jiangyin Economic
9
Development Zone, Jingjiang City, Jiangsu Province, the People’s Republic of China.
10

11
"Building Contract" means the ship building contract dated 30th April 2024 made between the Construction
12
Seller and the Sellers as buyer.
13

14
“Charterers” means the party identified in Box 3.
15

16
"Charterers’ Event of Default" has the meaning given to it in Clause 31(a) and a Charterers’ Event of Default
17
is "continuing" if such Charterers’ Event of Default has not been remedied by the Charterers or waived by the
18
Owners.
19

20
“Compulsory Acquisition” has the meaning given to it in Clause 30(b).
21

22
“Construction Seller” means together (i) the Builder (ii) Jiangsu Yangzijiang Shipbuilding Group Co., Ltd., a
23
corporation organized and existing under the Laws of the People’s Republic of China, having its registered
24
office at No.1 Lianyi Road, Jingjiang Park of Jiangyin Economic Development Zone, Jingjiang City, Jiangsu
25
Province, the People’s Republic of China (hereinafter called “JYS”), and (iii) Jiangsu Yangzi Xinfu
26
Shipbuilding Co., Ltd., a corporation organized and existing under the Laws of the People’s Republic of China,
27
having its registered office at Hongqiao Industrial Park, Taixing City, Jiangsu Province, , the People’s Republic
28
of China.
29

30
“Crew” means the Master, officers and ratings and any other personnel employed on board the Vessel.
31

32
“Delivery Date" means the date of delivery of the Vessel by the Owners to the Charterers under this Charter
33
Party.
34

35
“Financial Instrument” means the mortgage, deed of covenant or other such financial security instrument as
36
identified in Box 22.
37

38
“Fixed Hire” means the fixed part of the Charter Hire identified in Box 17(i)(A).
39

40
“Flag State” means the flag state in Box 4 or such other flag state to which the Charterers may have re-
41
registered the Vessel with the Owners’ consent during the Charter Period.
42

43
“Guarantees” has the meaning ascribed to it in Clause 43
44

45
“Latent Defect” means a defect which could not be discovered on such an examination as a reasonably
46
careful skilled person would make.
47

48
“Margin” means 2.00% per annum.
49

50
“MOA” means the Memorandum of Agreement entered into between the Owners (as buyers) and the
51
Charterers (as sellers) dated __ March 2026.
52

53
“Mortgagee” means The San-in Godo Bank, Ltd.

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
54

55
"Outstanding Principal" means at any relevant time the aggregate of the amount of $37,800,000 less the
56
aggregate Fixed Hire which has at any relevant time been received by the Owners in accordance with this
57
Charter Party.
58

59
“Owners” means the party identified in Box 2.
60

61
“Parties” means the Owners and the Charterers and “Party” each one of them.
62

63
“Permitted Liens” means:
64

65
(i)    any liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and
66
management practice and not being enforced through arrest; or
67

68
(ii)   general average and salvage not being enforced through arrest; or
69

70
(iii)  liens in favour of suppliers, necessaries and other similar liens arising by operation of law or in the ordinary
71
 course of trading, operation, repair or maintenance of the Vessel, such liens not being enforced through
72
 arrest and not as a result of failure of payment by the Charterers, their agents or any sub-charterers of
73
 the Vessel; or
74

75
(iv)   any security interest created by any security documents granted by the Charterers in relation to the
76
 Vessel; or
77

78
(v)   any liens created by or on the instructions or with the prior consent of the Owners.
79

80
“Purchase Option” has the meaning ascribed to it in Clause 45
81

82

83

84
“QEL” has the meaning ascribed to it in Clause 43
85

86
“Total Loss” means an actual, constructive, compromised, agreed or arranged total loss of the Vessel under
87
the insurances.
88

89
“Variable Hire” means the floating part of the Charter Hire identified in Box 17(i)(B).
90

91
“Vessel” means the vessel described in Box 4 including its equipment, machinery, boilers, fixtures and fittings.
92

93 2.
Charter Period
94

95
The Owners have agreed to let and the Charterers have agreed to hire the Vessel for the period stated in
96
Box 16 (“Charter Period”). The Charter Period shall commence simultaneously with delivery of the Vessel by
97
the Charterers as sellers to the Owners as buyers under the MOA and subject to the terms and conditions of
98
this Charter Party shall end on the date falling seven (7) years from the Delivery Date.
99

100
The Charterers shall have the option to extend the Charter Period by the period stated in Box 18(i) at the rate
101
stated in Box 17(ii), which option shall be exercised by written notice to the Owners latest as stated in Box
102
18(ii).
103

104
Subject to the terms and conditions herein provided, during the Charter Period the Vessel shall be in the full
105
possession and at the absolute disposal for all purposes of the Charterers and under their complete control
106
in every respect.
107


PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
108 3.
Delivery See Clause 39, 40 and 41
109

110

111
(not applicable when Part III applies, as stated in Box 27).
112

113 (a)  
The Owners shall deliver the Vessel in a seaworthy condition and in every respect ready for service under
114
this Charter Party and in accordance with the particulars stated in Boxes 4 to 6.
115

116
If the Charterers have inspected the Vessel prior to delivery, the Vessel shall be delivered by the Owners in
117
the same condition as at the time of inspection, fair wear and tear excepted.
118

119
The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place stated in
120
Box 8 at such readily accessible safe berth or mooring as the Charterers may direct.
121

122 (b) 
The Vessel shall be properly documented on delivery in accordance with the laws and regulations of the Flag
123
State and the requirements of the Classification Society stated in Box 4. The Vessel upon delivery shall have
124
her survey cycles up to date and class certificates valid and unextended for at least the number of months
125
stated in Box 6(i) free of any conditions or recommendations. If Box 6(i) is not filled in, then six (6) months
126
shall apply.
127

128 (c)
Without prejudice to the Charterers’ rights with respect to any breach by the Owners of (i) this Charter Party
129
or (ii) any laws and/or sanctions, the delivery of the Vessel by the Owners and the taking over of the Vessel
130
by the Charterers shall constitute a full performance by the Owners of all the Owners’ obligations under this
131
Clause, and thereafter the Charterers shall not be entitled to make or assert any claim against the Owners on
132
account of any conditions, representations or warranties expressed or implied with respect to the Vessel but
133
the Owners shall be liable for the cost of but not the time for repairs or renewals arising out of Latent Defects
134
in the Vessel existing at the time of delivery under this Charter Party, provided such Latent Defects manifest
135
themselves within the number of months after delivery stated in Box 7. If Box 7 is not filled in, then twelve (12)
136
months shall apply.
137

138 4.
Time for Delivery See Clause 39
139

140
(not applicable when Part III applies, as stated in Box 27)
141

142
The Vessel shall not be delivered before the date stated in Box 10 without the Charterers’ consent and the
143
Owners shall exercise due diligence to deliver the Vessel not later than the date stated in Box 11.
144

145
The Owners shall keep the Charterers informed of the Vessel’s itinerary for voyage leading up to delivery
146
and shall serve the Charterers with the number of days approximate/definite notices of the Vessel’s delivery
147
stated in Box 9. Following the tender of any such notices the Owners shall give or allow to be given to the
148
Vessel only such further employment orders as are reasonably expected when given to allow delivery to
149
occur by the date notified.
150

151 5.
Cancelling See Clause 39
152

153
(not applicable when Part III applies, as stated in Box 27)
154

155 (a)  
Should the Vessel not be delivered by the cancelling date stated in Box 11, the Charterers shall have the
156
option of cancelling this Charter Party.
157

158 (b)  
If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are
159
in a position to state with reasonable certainty the day on which the Vessel should be ready, give notice thereof
160
to the Charterers asking whether they will exercise their option of cancelling, and the option must then be
161
declared within three (3) Banking Days of the receipt by the Charterers of such notice. If the Charterers do

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
162
not then exercise their option of cancelling, the readiness date stated in the Owners’ notice shall be substituted
163
for the cancelling date stated in Box 11 for the purpose of this Clause 5 (Cancelling).
164

165 (c)  
Cancellation under this Clause 5 (Cancelling) shall be without prejudice to any claim the Charterers may
166
otherwise have against the Owners under this Charter Party.
167

168 6.
Familiarisation
169

170 (a)  
The Charterers shall have the right to place a maximum of two (2) representatives on board the Vessel at
171
their sole risk and expense for a reasonable period prior to the delivery of the Vessel.
172

173
The Charterers and the Charterers’ representatives shall sign the Owners’ usual letter of indemnity prior to
174
embarkation.
175

176 (b)
The Owners shall have the right to place a maximum of two (2) representatives on board the Vessel at their
177
sole risk and expense for a reasonable period at a convenient port for a maximum of (60) days prior to
178
expected date of redelivery of the Vessel subject to not causing any disruption to the Vessel’s itinerary or
179
operations.
180

181
The Owners and the Owners’ representatives shall sign the Charterers’ usual letter of indemnity prior to
182
embarkation.
183

184 (c)
Such representatives shall be on board for the purpose of familiarisation and in the capacity of observers only,
185
and they shall not interfere in any respect with the operation of the Vessel and follow the Master’s instructions.
186
The Owners representatives while onboard shall be allowed use of the Vessel’s communication systems while
187
on board but such use shall never interfere with the Vessel’s operation. Charterer shall cooperate with Owners
188
representatives reasonable comments, requests and questions which they may have for familiarisation
189
purpose. Costs for communication to be settled by Owners upon redelivery. This clause shall not apply if the
190
Charterers exercise their Purchase Option as set out in Clause 45.
191

192 7.
Surveys on Delivery and Redelivery See Clause 42
193

194
(a)
The Owners and Charterers shall each appoint and pay for their respective surveyors for the purpose of
195
determining and agreeing in writing the condition of the Vessel at the time of delivery and redelivery hereunder.
196
The Owners shall bear all the Vessel’s expenses related to the on-hire survey including loss of time, if any.
197
The Charterers shall bear all the Vessel’s expenses related to the off-hire survey including loss of time, if any.
198

199
(b)
Divers inspection on delivery/re-delivery
200

201
The Charterers shall have the option at delivery and the Owners shall have the option at redelivery, at their
202
respective time, cost and expense, to arrange for an underwater inspection by a diver approved by the
203
Classification Society, in the presence of a Classification Society surveyor, to determine the condition of the
204
rudder, propeller, bottom and other underwater parts of the Vessel. Not earlier than 45 days or later than 30
205
days or if not possible then as soon as the Vessel becomes available before re-delivery of the Vessel, the
206
Owners and the Charterers shall jointly agree upon the appointment of a surveyor for the purpose of
207
determining the condition of the Vessel at the time of re-delivery hereunder. The surveyor, whose decision
208
shall be final and binding on both parties, shall report in writing, specifying all items, if any, which have not
209
been properly maintained in accordance with the terms and conditions of the Charter and the work required
210
to correct such deficiencies. The costs of such a surveyor shall be equally shared between the parties. In the
211
event that the parties are not able to agree upon a single surveyor, each shall appoint their own and the two
212
surveyors so appointed shall conduct a joint survey of the Vessel. In such an event each party shall pay their
213
own appointed surveyor’s costs. The survey shall be carried out at the point of re-delivery and in Charterers
214
time. Any works required as a result of such survey shall be carried out by Charterers prior to their re-delivery
215
of the Vessel. Charterers shall have the option to pay a compensation based on the surveyors’ assessment

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
216
to the Owners for any works required instead of performing the required works before redelivery (unless the
217
required works are class affecting). In the event that two surveyors so appointed disagree, the matter shall
218
be referred to arbitration in accordance with Clause 33. This clause shall not apply if the Charterers exercise
219
their Purchase Option as set out in Clause 45.
220

221
8.     
Inventories
222

223

A complete inventory of the Vessel’s equipment, outfit, spare parts and consumable stores on board the
224

Vessel shall be made by the parties on delivery and redelivery of the Vessel.
225

226 9.
Bunker fuels, oils and greases
227

228
On redelivery, Owners to pay for all bunkers, fuels and unused lubrication and hydraulic oils and greases in
229
storage tanks and unopened drums in accordance with, either:
230

231
(a)   Charterers’ last invoice price paid (not to be older than 6 months); or otherwise
232

233
(b)   if such invoices are not available on account of the Vessel being employed on sub time charter, the sub-
234
time charter prices; or otherwise
235

236
(c)  the current market price prevailing at the port of redelivery (or, if unavailable, at the nearest bunkering
237
port).
238

239

The Charterers and the Owners, respectively, shall at the time of delivery and redelivery take over and pay
240

for all bunker fuels and unused lubricating and hydraulic oils and greases in storage tanks and unopened
241

drums at:  
242

243
(a)* 
The actual price paid (excluding barging expenses) as evidenced by invoices or vouchers.
244

245
(b)* 
The current market price (excluding barging expenses) at the port and date of delivery/redelivery of the Vessel
246
or, if unavailable, at the nearest bunkering port.
247

248
*Subclauses(a)and(b)are alternatives; state alternative agreed in Box 15. If Box 15 is not filled in, then
249
subclause(a)shall apply.
250

251 10.
Redelivery
252

253
At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers and taken over by
254
the Owners at the port or place stated in Box 12 at such readily accessible safe berth or mooring as the
255
Owners Charterers may direct (acting reasonably).
256

257
The Charterers shall keep the Owners informed of the Vessel’s itinerary for the voyage leading up to
258
redelivery and shall serve the Owners with the number of days approximate/definite notices of the Vessel’s
259
redelivery stated in Box 13.
260

261
The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding
262
ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the
263
Vessel within the Charter Period and in accordance with the notices given. Notwithstanding the above, should
264
the Charterers fail to redeliver the Vessel within the Charter Period, the Charterers shall pay the daily
265
equivalent to the rate of hire stated in Box 17(i) applicable at the time plus ten (10) per cent or the market
266
rate, whichever is the higher, for the number of days by which the Charter Period is exceeded. Such payment
267
of enhanced hire rate shall be without prejudice to any claims the Owners may have against the Charterers
268
in this respect.
269
All other terms, conditions and provisions of this Charter Party shall continue to apply.

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
270

271
Subject to the provisions of Clause 13 (Maintenance and Operation), the Vessel shall be redelivered to the
272
Owners in the same condition and class as that in which it was delivered, fair wear and tear not affecting
273
class excepted.
274

275
The Vessel upon redelivery shall have her survey cycles up to date and class certificates valid and
276
unextended for at least the number of months agreed in Box 6(ii) free of any conditions or recommendations
277
by the Classification Society or the relevant authorities at the time of redelivery. If Box 6(1) is not filled in,
278
then six (6) months shall apply.
279

280
All plans, drawings and manuals (excluding ISM/ISPS manuals) and maintenance records shall remain on
281
board and accessible to the Owners upon redelivery. Any other technical documentation regarding the Vessel
282
which may be in the Charterers’ possession shall promptly after redelivery be forwarded to the Owners at
283
their expense, if they so request. The Charterers may keep the Vessel’s log books but the Owners shall have
284
the right to make copies of the same.
285

286
This clause shall not apply if the Charterers exercise their Purchase Option in Clause 45 of this Charter Party
287
in which event a Protocol of Delivery and Acceptance will be signed.
288

289
 11.
Trading Restrictions
290

291
The Vessel shall be employed in lawful trades for the carriage of lawful merchandise within the trading limits
292
stated in Box 14.
293

294
The Charterers undertake not to employ the Vessel or allow the Vessel to be employed otherwise than in
295
conformity with the terms of the contracts of insurance (including any warranties expressed or implied therein)
296
without first obtaining the consent of the insurers to such employment and complying with such requirements
297
as to additional premium or otherwise as the insurers may require. In case insurers’ consent is required,
298
Charterers will notify the Owners in writing, which notification may be by way of copying in the Owners in the
299
Charterers’ relevant notice to the insurers prior to the intended entry into such area, and, upon reasonable
300
request by the Owners, furnishing the Owners with the proof of extension of the insurance coverages
301
practically obtainable within a reasonable period from such request.
302

303
The Charterers will not do or permit to be done anything which might cause any breach or infringement of
304
the laws and regulations of the Flag State, or of the places where the Vessel trades.
305

306
Notwithstanding any other provisions contained in this Charter Party it is agreed that nuclear fuels or
307
radioactive products or waste are specifically excluded from the cargo permitted to be loaded or carried under
308
this Charter Party. This exclusion does not apply to radio-isotopes used or intended to be used for any
309
Industrial, commercial, agricultural, medical or scientific purposes provided the Owners’ prior approval has
310
been obtained to loading thereof.
311

312
 12.
Contracts of Carriage
313

314
(a)   The Charterers are shall use reasonable commercial efforts to procure that all documents issued during
315
the Charter Period evidencing the terms and conditions agreed in respect of carriage of goods shall contain
316
a paramount clause which shall incorporate the Hague or Hague-Visby Rules unless any other legislation
317
relating to carrier’s liability for cargo is compulsorily applicable in the trade. The documents shall also
318
contain the New Jason Clause and the Both-to-Blame Collision Clause.
319

320
(b)   The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage
321
of passengers and their luggage under this Charter Party shall contain a paramount clause which shall
322
incorporate the Athens Convention Relating to the Carriage of Passengers and their Luggage by sea, 1974,
323
and any protocol thereto, unless any other legislation relating to carrier’s liability for passengers and their

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
324
luggage is compulsorily applicable in the trade.
325

326
 13.
Maintenance and Operation
327

328
 (a)
Maintenance
329

330
During the Charter Period the Vessel shall be in full possession and at absolute disposal for all purposes of
331
the Charterers and under their complete control in every respect. The Charterers shall properly maintain the
332
Vessel in a good state of repair, in efficient operating condition and in accordance with good commercial
333
maintenance practice and, at their own expense, maintain the Vessel’s Class with the Classification Society
334
stated in Box 4 and all necessary certificates. The Charterers shall have the option to change the Vessel’s
335
Classification Society to any IACS classification society but time and cost to be for Charterers’ account.
336

337
 (b)
New Class and Other Regulatory Requirements
338

339

(i)*  In the event of any structural changes or new equipment becoming necessary for the continued
340
operation of the Vessel by reason of new class requirements or by compulsory legislation (“Required
341
Modification”), all such costs shall be for the Charterers’ account.
342
In the event of any improvement deemed necessary by the Charterers in connection with the operation
343
of the Vessel, or structural changes or new equipment being necessary for the continued operation of
344
the Vessel by reason of new class requirements or by compulsory legislation, the cost of compliance
345
shall be for the Charterers’ account. Notwithstanding the foregoing, Charterers are allowed to make
346
improvements to the Vessel provided cost of the same to be for Charterers account.
347

348
(ii)* In the event of any structural changes or new equipment becoming necessary for the continued
349
operation of the Vessel by reason of a Required Modification, the costs shall be apportioned as follows:
350

351
(1)      if the costs of the Required Modification are less than the amount stated in Box 21(ii), such
352
costs shall be for the Charterers’ account;
353

354
(2)      if the costs of the Required Modification are greater than the amount stated in Box 21(ii), the
355
Charterers’ portion of costs shall be apportioned using the formula below; all costs other than
356
the Charterers’ portion of costs shall be for the Owners’ account.
357

358
AMT=agreed amount stated in Box 21(ii)
359

360
CRM=cost of Required Modification  
361

362
MEL=modification’s expected life in years
363

364
VEL=the Vessel’s expected remaining life in years stated in Box 21(iii)  
365

366
RPY=remaining charter period in years
367

368
(i) If the Required Modification is expected to last for the remaining life of the Vessel, then:
369

370
Charterers’ portion of costs = CRM/VEL x RPY
371

372
(ii) If the Required Modification is not expected to last for the remaining life of the Vessel, then:
373

374
Charterers’ portion of costs = CRM/MEL x RPY
375

376
*Subclauses 13(b)(i) and 13(b)(ii) are alternatives, state alternative agreed in Box 21(i). If Box 21(i) is not
377
filled in, then subclause 13(b)(i) shall apply.

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
378

379
 (c)
Financial Security
380

381
The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required
382
by any government, including federal, state or municipal or other division or authority thereof, to enable the
383
Vessel, without penalty or charge, lawfully to enter, remain at, or leave any port, place, territorial or contiguous
384
waters of any country, state or municipality in performance of this Charter Party without any delay. This
385
obligation shall apply whether or not such requirements have been lawfully imposed by such government or
386
division or authority thereof. The Charterers shall make and maintain all arrangements by bond or otherwise
387
as may be reasonably necessary to satisfy such requirements at the Charterers’ sole expense and the
388
Charterers shall indemnify the Owners against all direct consequences whatsoever (including loss of time)
389
for any failure or inability to do so.
390

391
 (d)
Operation of the Vessel
392

393
The Charterers shall at their own expense crew, victual, navigate, operate, supply, fuel, maintain and repair
394
the Vessel during the Charter Period and they shall be responsible for all costs and expenses whatsoever
395
relating to their use and operation of the Vessel, including any taxes and fees. The Crew shall be the servants
396
of the Charterers for all purposes whatsoever, even if for any reason appointed by the Owners.
397

398
 (e)
Information to Owners
399

400
The Charterers shall keep the Owners advised of the intended employment, planned dry-docking and major
401
repairs of the Vessel, as reasonably required by the Owners.
402

403
 (f)
Flag and Name of Vessel
404

405
The Owners have no right to change the name or flag of the Vessel during the Charter Period. During the
406
Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install and display
407
their funnel insignia and fly their own house flag. The Charterers shall also have the liberty, with the Owners’
408
prior written consent, which shall not be unreasonably withheld or delayed, to change the flag and/or the name
409
of the Vessel during the Charter Period by providing 30 days prior notice to the Owners and such expense
410
shall be for Charterer’s account. In case Charterers do not exercise their Purchase Option as set out in Clause
411
45, painting and re-painting, instalment and re-instalment, registration and re-registration at re-delivery, if
412
required by the Owners, shall be at the Charterers’ expense and time. Any annual tonnage tax plus Agency
413
fee and tonnage tax arising as a result of a flag change undertaken by the Charterers shall be for the account
414
of the Charterers during the Charter period. Change of flag (including Bareboat flag registration) during charter
415
period to be accepted/agreed by Owners and Charterers which to be Charterers’ Account (which agreement
416
not to be unreasonably withheld or delayed).
417
Any cost and fee for initial registration of title to the Vessel and legal documentation cost for documenting the
418
lease and security to be Charterers’ account; however such cost not to exceed USD15,000.
419

420
 (g)
Changes to the Vessel
421

422
Subject to subclause 13(b) (New Class and Other Regulatory Requirements), the Charterers shall make no
423
structural or substantial changes to the Vessel without the Owners’ prior written approval. If the Owners agree
424
to such changes, the Charterers shall, if the Owners so require, restore the Vessel, prior to redelivery of the
425
Vessel, to its former condition.
426

427
Subclause 13(b) notwithstanding, Charterers are permitted to make improvements to the Vessel provided
428
cost of same to be for Charterers’ account.
429

430
Charterers to inform to the Owners any changes or improvement occurred and to provide any documents or
431
certificate for such changes or improvement.

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
432

433
 (h)
Use of the Vessel’s Outfit and Equipment
434

435
The Charterers shall have the use of all outfit, equipment and spare parts on board the Vessel at the time of
436
delivery, provided the same or their substantial equivalent shall be returned to the Owners on redelivery in
437
the same good order and condition as on delivery as per the inventory (see Clause 8 (inventories)), ordinary
438
wear and tear excepted. The Charterers shall from time to time during the Charter Period replace such
439
equipment that become becomes unfit for use. The Charterers shall procure that all repairs to or replacement
440
of any damaged, worn or lost parts or equipment will be effected in such manner (both as regards
441
workmanship and quality of materials, including spare parts) as not to materially diminish the value of the
442
Vessel.
443

444
The Charterers have the right to fit additional equipment at their expense and risk but the Charterers shall
445
remove such equipment at the end of the Charter Period if requested by the Owners (acting reasonably). Any
446
hired equipment on board the Vessel at the time of delivery shall be kept and maintained by the Charterers.
447
and the Charterers shall assume the obligations and liabilities of the Owners under any lease contracts in
448
connection therewith and shall reimburse the Owners for all expenses incurred in connection therewith, also
449
for any new hired equipment required in order to comply with any regulations.
450

451
 (i)
Periodical Dry-Docking
452

453
The Charterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may
454
be necessary, but not less than once every sixty (60) calendar months or such other period as may be required
455
by the Classification Society or Flag State.
456

457
 14.
Inspection during the Charter Period
458

459
Not more than once in each calendar year during the Charter Period, the Owners shall have the right at any
460
time after giving reasonable notice to the Charterers (provided that such inspection shall not delay or interfere
461
with the Vessel's operation and/or trading and/or loading or unloading) to inspect the Vessel or instruct a duly
462
authorised surveyor to carry out such inspection on their behalf to ascertain its condition and satisfy
463
themselves that the Vessel is being properly repaired and maintained or for any other reasonable commercial
464
reason they consider necessary (provided it does not unduly interfere with the commercial operation of the
465
Vessel). The Owners’ representative and the surveyor shall sign the Charterers usual letter of indemnity prior
466
to embarkation
467

468
The fees for such inspections shall be paid for by the Owners. All time used in respect of inspection shall be
469
for the Charterers’ account and form part of the Charter Period.
470

471
The Charterers shall also permit the Owners to inspect the Vessel’s class records, log books, certificates,
472
maintenance and other records whenever requested and shall whenever required by the Owners when
473
reasonably required upon the Owners’ request and shall furnish them the Owners with full information
474
regarding any casualties or other accidents or damage to the Vessel as may be requested by the Owners.
475

476
 15.
Hire
477

478
 (a)
The Charterers shall pay hire and administration fee due to the Owners punctually in accordance with the
479
terms of this Charter Party.
480

481
 (b)
The Charterers shall pay to the Owners for the hire and the administration fee of the Vessel a lump sum in
482
the amount the rate stated in Box 17(i) and (iii) which shall be payable not later than monthly every thirty (30)
483
running days in advance, the first lump sum being payable on the Delivery Date and hour of the Vessel’s
484
delivery to the Charterers subsequent sums falling due at consecutive monthly periods on the corresponding
485
calendar day thereafter (each such day the “Hire Payment Date”). Hire shall be paid continuously throughout

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
486
the Charter Period, subject to the terms of this Charter Party. Each payment of Fixed Hire shall be deemed to
487
have been applied on receipt by the Owners towards reducing the Outstanding Principal.
488

489
 (c)
Payment of hire and the administration fee shall be made to the Owners’ bank account stated in Box 20.
490

491
 (d)
All payments of Charter hire, the administration fee and any other payments due under this Charter shall be
492
made without any set-off whatsoever and free and clear of any withholding or deduction for, or on account of,
493
any present or future income, freight, stamp or other taxes, levies, imposts, duties, fees, charges, restrictions
494
or conditions of any nature unless required by law. If the Charterers are required by any authority in any
495
country to make any withholding or deduction from any such payment, the sum due from the Charterers in
496
respect of such payment will be increased to the extent necessary to ensure that, after the making of such
497
withholding or deduction the Owners receive a net sum equal to the amount which it would have received had
498
no such deduction or withholding been required to be made. If tax regulations change during the Charter
499
Period, the Owners shall notify the Charterers as soon as they become aware and will provide reasonable
500
co-operation in order to avoid any additional expenses to Charterers. However, where there is a failure to
501
make punctual payment of hire due to oversight, negligence, errors or omissions on the part of the Charterers
502
or their bank, the Owners shall give written notice to the Charterers to rectify the failure, and when so rectified
503
within five (5) Banking Days following the Owners’ notice, the payment shall stand as regular and punctual.
504
Failure by the Charterers to pay hire and the administration fee within five (5) Banking Days of their receiving
505
the Owners’ notice as provided herein, shall entitle the Owners to withdraw the Vessel from the service of the
506
Charterers and terminate the Charter without further notice.
507

508
 (e)
If the Charterers fail to make punctual payment of hire and/or the administration fee due, the Owners shall
509
give the Charterers threefive (35) Banking Days written notice to rectify the failure, and when so rectified
510
within those threefive (35) Banking Days following the Owners’ notice, the payment shall stand as punctual.
511

512
Failure by the Charterers to pay hire and/or the administration fee due in full within threefive (35) Banking
513
Days of their receiving a written notice from Owners shall entitle the Owners, without prejudice to any other
514
rights or claims the Owners may have against the Charterers, to terminate this Charter Party at any time
515
thereafter, as long as hire remains outstanding.
516

517
 (f)
If the Owners choose not to exercise any of the rights afforded to them by this Clause in respect of any
518
particular late payment of hire and/or the administration fee, or a series of late payments of hire and/or
519
administration fess, under the Charter Party, this shall not be construed as a waiver of their right to terminate
520
the Charter Party.
521

522
 (g)
Any delay in payment of hire and/or the administration fee shall entitle the Owners to interest at the rate per
523
annum as agreed in Box 19. If Box 19 has not been filled in, the one month Interbank offered rate in London
524
(LIBOR or its successor) for the currency state in Box 17, as quoted on the date when the hire fell due,
525
increased by three (3) per cent, shall apply.
526

527
 (h)
Payment of interest due under Subclause 15(g) shall be made within seven (7) running days of the date of
528
the Owners’ invoice specifying the amount payable or, in the absence of an invoice, at the time of the next
529
Hire Payment Date.
530

531
 (i)
Final payment of hire, if for a period of less than thirty (30) running days one calendar month, shall be
532
calculated proportionally according to the number of days and hours remaining before redelivery to the
533
Owners or delivery by the Owners to the Charters should Charterers exercise the Purchase Option and
534
advance payment to be effected accordingly.
535

536
 (j)
Any moneys required under this Agreement to be paid by the Charterers to the Owners or any of them shall
537
be validly paid, if paid to the Owners’ bank account stated in Box 20, and by such payment to the Owners’
538
bank account stated in Box 20 any payor shall be validly released from its obligation to make such payment.
539


PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
540
 16.
Mortgage
541

542
(only to apply if Box 22 has been appropriately filled in)
543

544
 (a)* 
The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect
545
any mortgage(s) without the prior consent of the charterers, which shall not be unreasonably withheld.
546

547
(b)*
Subject to the provisions of any quiet enjoyment letter (including, for the avoidance of doubt, the QEL), the
548
Vessel chartered under this Charter Party is financed by a mortgage according to the Financial Instrument.
549
The Charterers undertake upon the written request of the Owners to comply, and provide such customary
550
information and documents relating to the Vessel and/or the Charterers as may be reasonably required to
551
enable the Owners to comply with all such instructions or directions in regard to the employment, insurances,
552
operation, repairs and maintenance of the Vessel as laid down in the Financial Instrument (which Owners
553
warrant are always in conformity with, and shall not impose any additional obligations on Charterers, with
554
regards to employment, insurance, operation, repairs and maintenance provisions of this Charter Party) or
555
as may be directed from time to time during the currency of the Charter Party by the mortgagee(s) in
556
conformity with the Financial Instrument, including the display or posting of such notices as the Mortgagees
557
may require. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant
558
terms, conditions and provisions of the Financial Instrument and agree to acknowledge this in writing in any
559
form that may be required by the mortgagee(s). The Financial Instrument shall secure an amount equal to
560
the higher of (i) the Outstanding Principal that remains unpaid when due, and (ii) the Purchase Option Price
561
as calculated pro rata per diem basis in accordance with Clause 45, and shall be enforceable by the
562
Mortgagee only if there has occurred and is continuing a Charterers’ Event of Default under this Charter Party.
563
The Owners warrant that they have not effected any mortgage(s) other than stated in Box 22 and that they
564
shall not agree to any amendment of the mortgage(s) referred to in Box 22 or effect any other mortgage(s)
565
without the prior consent of the Charterers, which shall not be unreasonably withheld.
566

567
*(Optional, Subclauses 16(a) and 16(b) are alternatives; indicate alternative agreed in Box 22)
568

569
 17.
Insurance See also Clause 46
570

571

572
 (a)
General
573
(i) The value of the Vessel for hull and machinery (including increased value) and war risks insurance is the
574
sum stated in Box 23, or such other sum as the parties may from time to time agree in writing. The party
575
insuring the Vessel shall do so on such terms and conditions and with such insurers as the other party shall
576
approve in writing, which approve shall not be unreasonably withheld, and shall name the other party as co-
577
assured.
578

579
(ii) [Notwithstanding that the pParties are co-assured], these insurance provisions shall neither exclude nor
580
discharge liability between the Owners and the Charterers under this Charter Party, but are intended to secure
581
payment of the loss insurance proceeds as a first resort to make good the Owners’ loss. If such payment is
582
made to the Owners it shall be treated as satisfaction (but not exclusion or discharge) of the Charterers’
583
liability towards the Owners. For the avoidance of doubt, such payment is no bar to a claim by the Owners
584
and/or their insurers against the Charterers to seek indemnity by way of subrogation.
585

586
(iii) Nothing herein shall prejudice any right of recovery of the Owners or the Charterers (or their insurers)
587
against third parties.
588

589
(b)*
Charterers to Insure
590

591
(i) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against hull
592
and machinery, war, and protection and indemnity risks (and any risks against which it is compulsory to insure
593
for the operation of the Vessel, including maintaining financial security in accordance with subclause 13(c)

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
594
(Financial Security)).
595

596
(ii) Such insurances shall be arranged by the Charterers to protect the interests of the Owners and the
597
Charterers and the mortgagee(s) (if any), and the Charterers shall be at liberty to protect under such
598
insurances the interests of any managers manager they may appoint.
599

600
(iii) The Charterers shall upon the written request of the Owners, provide information and promptly execute
601
such customary documents as may be reasonably required to enable the Owners to comply with the insurance
602
provisions of the Financial Instrument, provided that such documents are not prejudicial to the Charterers’
603
interests.
604

605
(c)* 
Owners to Insure
606

607
(i) During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and
608
machinery and war risks. The Charterers shall progress claims for recovery against any third parties for the
609
benefit of the Owners’ and the Charterers’ respective interests.
610

611
(ii) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against
612
Protection and Indemnity risk (and any risks against which it is compulsory to insure for the operation of the
613
Vessel, including maintaining financial security in accordance with subclause 13(c) (Financial Security)).
614

615
(iii) In the event that any act or negligence of the Charterers prejudices any of the insurances herein provided,
616
the Charterers shall pay to the Owners all losses and indemnify the Owners against all claims and demands
617
which would otherwise have been covered by such insurances.   
618

619
*Subclauses 17(b) and 17(c) are alternatives, state alternative agreed in Box 24. If Box 24 is not filled in, then
620
subclause 17(b) (Charterers to Insure) shall apply.
621

622
18.   
Repairs
623

624
(a)   
Subject to the provisions of any Financial Instrument, and the approval of the Owners, the Charterers shall
625
effect all insured repairs, and undertake settlement of all miscellaneous expenses in connection with such
626
repairs as well as all insured charges, expenses and liabilities.  
627

628
To the extent of coverage under the insurances provided for under the provisions of subclause 17(c) (Owners
629
to Insure), the Charterers shall be reimbursed under the Owners’ insurances for such expenditures upon
630
presentation of accounts.
631

632
(b)   
The Charterers shall remain responsible for and effect repairs and settlement of costs and expenses incurred
633
thereby in respect of repairs not covered by the insurances and/o not exceeding any deductibles provided for
634
in the insurances.
635

636
(c)   
All time used for repairs under the provisions of subclauses 18(a) and 18(b) and for repairs of Latent Defects
637
according to Clause 3 (Delivery) above, including any deviation, shall be for the Charterer’s account and shall
638
form part of the Charter Period.
639

640
 19.
Total loss
641

642
 (a)
The Charterers shall be liable to the Owners by way of damages if the Vessel becomes a Total Loss. Subject
643
to the provisions of any Financial Instrument, if the Vessel becomes a Total Loss, all insurance payments for
644
such loss shall be paid in accordance with Clause 47 to the Owners (or the Mortgagees as assignees thereof)
645
who shall distribute the monies between the Owners (or the Mortgagees as assignees thereof) and the
646
Charterers in accordance with Clause 47according to their respective interests, which (distribution) shall
647
satisfy and discharge the Charterers’ liability to the Owners under the terms hereof. The Charterers undertake

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
648
to notify the Owners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is
649
likely to become a Total Loss.
650

651
 (b)
Notwithstanding any other clause herein, it is recognised that the Charterers have a continuing obligation to
652
protect and preserve the Vessel as an asset of the Owners. The Charterers shall have a continuing duty after
653
the termination of the Charter Party to preserve and present claims on behalf of Owners and Charterers and/or
654
any subrogated insurers against any third party held responsible for the Total Loss during the Charter Period
655
and account for any recovery achieved.
656

657
 (c)
The Owners or the Charterers, as the case may be, shall upon the request of the other pParty (acting
658
reasonably), promptly execute such documents as may be required to enable the other pParty to abandon
659
the Vessel to the insurers and claim a constructive total loss.
660

661 20.
Lien
662

663
The Owners shall have a lien upon all cargoes, hires and freights (including deadfreight and demurrage)
664
belonging or due to the Charterers or any sub-charterers, or to the extent permitted by law or equity, for any
665
amounts due under this Charter Party and the Charterers shall have a lien on the Vessel for all monies paid
666
in advance and not earned. The Owners and the Charterers shall provide the amount of any such lien upon
667
the other pParty’s reasonable request, provided that such request shall not be made by either pParty more
668
than twice in any calendar year during the Charter Period
669

670
 21.
Non-Lien
671

672
The Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their
673
agents, which might have priority over the title and interest of Owners in the Vessel (other than any Permitted
674
Liens).
675

676
 22.
Indemnity
677

678
 (a)
The Charterers shall indemnify the Owners against any direct and proven loss, damage or expense arising
679
out of or in relation to the operation of the Vessel by the Charterers, and against any lien of whatsoever nature
680
arising out of an event occurring during the Charter Period (other than a Permitted Lien). This shall include
681
indemnity for any direct and proven loss, damage or expense arising out of or in relation to any international
682
convention which may impose liability upon the Owners or sanctions implemented by the United Nations,
683
European Union, United States of America or United Kingdom or Japan.
684

685
 (b)
Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all
686
direct and proven consequences or liabilities arising from the Master, officers or agents signing bills of lading
687
or other documents.
688

689
 (c)
If the Vessel is arrested or otherwise detained for any reason whatsoever other than those covered in
690
subclause (d), the Charterers shall at their own expense take all reasonable steps to secure that within a
691
reasonable time the Vessel is released, including the provision of bail.
692

693
 (d)
If the Vessel is arrested or otherwise detained by reason of a claim or claims against the Owners and/or any
694
other company or other entity which belongs to the same group of companies of which the Owners are part,
695
or which is otherwise associated or related to, or affiliated with, the Owners, the Owners shall at their own
696
expense take all reasonable steps to secure that within a reasonable time the Vessel is released, including
697
the provision of bail. If within a 45 days period after such arrest or detainment, the Vessel is not so released,
698
the Charterers may, at their option but without obligation to do so, take all necessary steps to obtain such
699
release, and all expenses of the Charterers in connection therewith shall be reimbursed by the Owners on
700
demand, and the Owners shall take reasonable steps to minimise any costs to the Charterer arising out of
701
any such arrest.

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
702

703
In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense
704
incurred by the Charterers (including hire paid under this Charter Party) as a direct consequence of such
705
arrest or detention.
706

707
 (e)
The indemnities of the Charterers under this Clause 22 shall not extend to events occurring after the end of
708
Charter Period, but as to any event occurring before the end of the Charter Period shall continue in full force
709
and effect notwithstanding the termination of the chartering of the Vessel under this Charter Party for any
710
reason until four (4) years from the early termination of this Charter or the end of the Charter Period or the
711
sale of the Vessel by the Owners to any person, provided that if, prior to the expiry of the aforesaid period of
712
four (4) years, any event or dispute arises in respect of which the Owners are to be indemnified under this
713
Clause 22, the indemnities of the Charterers under this Clause 22 shall continue in full force and effect until
714
the Owners have been fully indemnified in accordance with this Clause 22.
715

716
 (f)
The Owners will notify the Charterers as soon as they become aware of any claim against the Owners which
717
may give rise to indemnification under this Clause 22. The Owners will not settle any claims or discharge any
718
court judgments in respect of any claim unless it has first negotiated with the Charterers in good faith for a
719
reasonable period of time, provided that the Owners may settle any claim or discharge any court judgment if
720
failure so to do would give rise to substantial losses or damages for, or reputational damage to, the Owners.
721

722
 (g)
The Owners will not, and the Charterers will, be responsible for the conduct of any claim or potential claim that
723
may give rise to an indemnity liability of the Charterers under this Clause 22 and the Charterers may be entitled
724
(at their own cost and expense) to take such actions as they may reasonably deem fit to defend or avoid
725
liability under any such claim or take action against any third party in respect of liability under any such claim.
726

727
 (h)
The Charterer to undertake to the Owner and the Owner’s Financiers to protect, cover, compensate for any
728
claim, damage and loss caused by oil pollution and any cargo claim (clean or dirty).
729

730
 23.
Salvage
731

732
All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing
733
damage occasioned thereby shall be borne by the Charterers.
734

735
 24.
Wreck Removal
736

737
If the Vessel becomes a wreck, or any part of the Vessel is lost or abandoned, and is an obstruction to
738
navigation or poses a hazard and has to be raised, removed, destroyed, marked or lit by order of any lawful
739
authority having jurisdiction over the area or as a result of any applicable law, the Charterers shall be liable
740
for any and all direct and documented expenses in connection with raising, removal, destruction, lighting or
741
making of the Vessel and shall indemnify the Owners against any direct and proven sums whatsoever, which
742
the Owners become liable to pay as a consequence.
743

744
 25.
General Average
745

746
The Owners shall not contribute to General Average.
747

748
 26.
Assignment, Novation, Sub-Charter and Sale See also Clauses 43 and 44
749

750
 (a)
The Charterers shall not assign or novate this Charter Party nor sub-charter the Vessel on a bareboat basis
751
except with the prior consent in writing of the Owners, which shall not be unreasonably withheld or delayed,
752
and subject to such terms and conditions as the Owners shall approve.
753

754
 (b)
See also Clauses 43 and 44 The Owners shall not sell the Vessel during the currency of this Charter Party
755
except with the prior written consent of the Charterers, which shall not be unreasonably withheld, and subject

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
756
to the buyer accepting a novation of this Charter Party.
757

758
(c)
The Owners shall be entitled to assign their rights under this Charter Party.
759

760
 27.
Performance Guarantee See Clause 43
761

762
(Optional, to apply only if Box 25 filled in)
763

764
The Charterers undertake to furnish, before delivery of the Vessel, a guarantee or bond in the amount of and
765
from the entity stated in Box 25 in a form acceptable to the Owners as guarantee for full performance of their
766
obligations under this Charter Party.
767

768
 28.
Anti-Corruption
769

770
 (a)
The pParties agree that in connection with the performance of this Charter Party they shall each:
771

772
(i) comply at all times with all applicable anti-corruption legislation and have procedures in place that are, to
773
the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation
774
by any member of its organisation and/or by any person providing services for it or on its behalf; and
775

776
(ii) make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect the
777
transactions in connection with this Charter Party.
778

779
 (b)
If either pParty fails to comply with any applicable anti-corruption legislation, it shall defend and indemnify the
780
other pParty against any fine, penalty, liability, loss or damage and for any related costs (including, without
781
limitation, court costs and legal fees) arising from such breach.
782

783
 (c)
Without prejudice to any of its other rights under this Charter Party, either pParty may terminate this Charter
784
Party without incurring any liability to the other pParty if:
785

786
(i) at any time the other pParty or any member of its organisation has committed a breach of any applicable
787
anti-corruption legislation in connection with this Charter Party; and
788

789
(ii) such breach causes the non-breaching pParty to be in breach of any applicable anti-corruption legislation.
790

791
Any such right to terminate must be exercised without undue delay.
792

793
 (d)
Each pParty represents and warrants that in connection with the negotiation of this Charter Party neither it
794
nor any member of its organisation has committed any breach of applicable anti-corruption legislation. Breach
795
of this subclause (d) shall entitle the other pParty to terminate the Charter Party without incurring any liability
796
to the other.
797

798
 29.
Sanctions and Designated Entitles
799

800
 (a)
The provisions of this clause shall apply in relation to any applicable sanction, prohibition or restriction
801
imposed on any specified persons, entitles or bodies including the designation of specified vessels or fleets
802
and Owners or Charterers under United Nations Resolutions or trade or economic applicable sanctions, laws
803
or regulations of the European Union or the United States of America or the United Kingdom or Japan.
804

805
 (b)
The Owners and Charterers respectively warrant for themselves (and in respect of any sub-charterer or
806
manager which belongs to the same group of companies of which the Charterers are part, the Charterers
807
hereby undertake to take necessary steps to ensure) (and in the case of any sub-charter, the Charterers
808
further warrant in respect of any sub-charterers, shippers, receivers, or cargo interests) that at the date of this
809
fixture and throughout the duration of this Charter Party they are not subject to any of the sanctions,

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
810
prohibitions, restrictions or designation referred to in subclause (a) which prohibit or render unlawful any
811
performance under this Charter Party. The Owners further warrant that the Vessel is not a designated vessel.
812

813
 (c)
If at any time during the performance of this Charter Party either pParty becomes aware that the other pParty
814
is in breach of warranty in this Clause, the pParty not in breach shall comply with the laws and regulations of
815
any Government to which that pParty or the Vessel is subject, and follow any orders or directions which may
816
be given by any body acting with powers to compel compliance, including where applicable the Owners’ Flag
817
State. In the absence of any such orders, directions, law or regulations, the pParty not in breach may, in its
818
option, terminate the Charter Party forthwith in accordance with Clause 31 (Termination).
819

820
 (d)
If, in compliance with the provisions of this Clause, anything is done or is not done, such shall not be deemed
821
a deviation but shall be considered sue fulfilment of this Charter Party.
822

823
 (e)
Notwithstanding anything in this Clause to the contrary, the Owners or the Charterers shall not be required to
824
do anything which constitutes a violation of the laws and regulations of any state to which either of them is
825
subject.
826

827
 (f)
The Owners or the Charterers shall be liable to indemnify the other pParty against any and all direct and
828
proven claims, losses, damage, costs and fines whatsoever suffered by the other pParty resulting from any
829
breach of warranty in this Clause.
830

831
 30.
Requisition/Acquisition
832

833
 (a)
In the event of the requisition for hire of the Vessel by any governmental or other competent authority at any
834
time during the Charter Period, this Charter Party shall not be deemed to be frustrated or otherwise terminated.
835
The Charterers shall continue to pay hire according to the Charter Party until the time when the Charter Party
836
would have expired or terminated pursuant to any of the provisions hereof. However, if any requisition hire or
837
compensation is received by the Owners for the remainder of the Charter Period or the period of the requisition,
838
whichever is shorter, it shall be payable by the Owners to the Charterers.
839

840
 (b)
In the event of the Owners being deprived of their ownership in the Vessel by any compulsory acquisition of
841
the Vessel or requisition for title by any governmental or other competent authority (hereinafter referred to as
842
“Compulsory Acquisition”), then, irrespective of the date during the Charter Period when Compulsory
843
Acquisition may occur, this Charter Party shall be deemed terminated as of the date of such Compulsory
844
Acquisition. In such event hire to be considered as earned and to be paid up to the date and time of such
845
Compulsory Acquisition. The Owners shall be entitled to any compensation received for such Compulsory
846
Acquisition, which shall be applied towards reducing the Outstanding Principal.
847

848
 31.
Termination
849

850
 (a)
Charterers’ Default
851

852
The Owners shall be entitled to terminate this Charter Party by written notice to the Charterers and to claim
853
damages including, but not limited to, for the loss of the reminder remainder of the Charter Party under the
854
following circumstances, each of which shall be a “Charterers’ Event of Default” for the purposes of this
855
Charter Partyand to claim damages including, but not limited to, for the loss of the reminder remainder of the
856
Charter Party:
857

858
(i) Non-payment of hire and/or the administration fee (see Clause15 (Hire)), subject to all applicable grace
859
periods.
860

861
(ii) Charterers’ failure to comply with the requirements of:
862

863
(1)  Clause 11 (Trading Restrictions); or

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
864

865
(2)   Subclause 17(b) (Charterers to Insure)
866

867
and, if capable of remedy, such requirement is not remedied within 30 days of the earlier of the date on which
868
(A) the Charterers became aware of the failure to comply and (B) the Charterers’ received the Owners’ written
869
notification to do so.
870

871
(iii) The Charterers do not rectify any failure to comply with the requirements of subclause 13(a) (Maintenance)
872
as soon as practically possible after the Owners have notified them to do so, unless and in any event so that
873
the Vessel’s insurance cover is not prejudiced by such failure.
874

875
(iv) If the Charterers are in breach of any material provisions of this Charter Party other than those referred
876
to in Clause 31 (a)(i), (ii) and (iii) above, and if capable of remedy, such breach is not rectified by the Charterers
877
within 30 days of the earlier of the date on which (A) the Charterers became aware of the failure to comply
878
and (B) the Charterers’ received the Owners’ written notification do to so.
879

880
 (b)
Owners’ Default
881

882
The Charterers shall be entitled to terminate this Charter Party with immediate effect by written notice to the
883
Owners and to claim damages including, but not limited to, for the loss of the remainder of the Charter Party:
884

885
(i) If the Owners shall by any act or omission be in breach of their obligations under this Charter Party to the
886
extent that the Charterers are deprived of the use, operation, possession or enjoyment of the Vessel and such
887
breach continues for a period of fourteen thirty (1430) running days after written notice thereof has been given
888
by the Charterers to the Owners; or
889

890
(ii) if the Owners fail to arrange or maintain the insurances in accordance with subclause17(c) (Owners to
891
Insure).
892

893
 (c)
Loss of Vessel
894

895
This Charter Party shall be deemed to be terminated, without prejudice to any accrued rights or obligations,
896
if the Vessel becomes lost either when it has become an actual total loss or agreement has been reached
897
with the Vessel’s underwriters in respect of its constructive total loss or if such agreement with the Vessel’s
898
underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has
899
occurred, or has been declared missing. The date upon which the Vessel is to be treated as declared missing
900
shall be ten (10) days after the Vessel was last reported or when the Vessel is recorded as missing by the
901
Vessel’s underwriters, whichever occurs first.
902

903 (d)
Bankruptcy
904

905
Either pParties shall be entitled to terminate this Charter Party with immediate effect by written notice to the
906
other pParties if that other pParties has a petition presented for its winding up or administration or any other
907
action is taken with a view to its winding up (otherwise than for the purpose of solvent reconstruction or
908
amalgamation), or becomes bankrupt or commits an act of bankruptcy, or makes any arrangement or
909
composition for the benefit or creditors, or has a receiver or manager or administrative receiver or
910
administrator or liquidator appointed in respect of any of its assets, or suspends payments, or anything
911
analogous to any of the foregoing under the law of any jurisdiction happens to it, or ceases or threatens to
912
cease to carry on business.
913

914 (e)
The termination of this Charter Party shall be without prejudice to all rights accrued due between the pParties
915
prior to the date of termination and to any claim that pParty might have.
916

917 32.
Repossession

PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
918

919
In the event of the early termination of this Charter Party in accordance with the applicable provisions of this
920
Charter Party, the Owners shall have the right to repossess the Vessel from the Charterers at its current or
921
next port of call, or at a port or place convenient to them without hindrance or interference by the Charterers,
922
courts or local authorities. Pending physical repossession of the Vessel, the Charterers shall hold the Vessel
923
as gratuitous bailee only to the Owners. The Owners shall arrange for an authorised representative to board
924
the deemed to be repossessed by the Owners from the Charterers upon the boarding of the Vessel by the
925
Owners’ representative. All arrangements and expenses relating to the settling of wages, disembarkation and
926
repatriation of the Crew shall be the sole responsibility of the Charterers.
927

928 33.
BIMCO Dispute Resolution Clause 2017
929

930 (a)*
This Charter Party shall be governed by and construed in accordance with English law and any dispute arising
931
out of or in connection with this Charter Party shall be referred to arbitration in London in accordance with
932
the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to
933
give effect to the provisions of this Clause.
934

935
The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)
936
Terms current at the time when the arbitration proceedings are commenced.
937

938
The reference shall be to three arbitrators. A pParty wishing to refer a dispute to arbitration shall appoint its
939
arbitrator and send notice of such appointment in writing to the other pParty requiring the other pParty to
940
appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its
941
arbitrator as sole arbitrator unless the other pParty appoints its own arbitrator and gives notice that it has done
942
so within the fourteen (14) days specified. If the other pParty does not appoint its own arbitrator and give
943
notice that it has done so within the fourteen (14) days specified, the pParty referring a dispute to arbitration
944
may, without the requirement of any further prior notice to the other pParty, appoint its arbitrator as sole
945
arbitrator and shall advise the other pParty accordingly. The award of the sole arbitrator shall be binding on
946
both pParties as if he had been appointed by agreement.
947

948
Nothing herein shall prevent the pParties agreeing in writing to vary these provisions to provide for the
949
appointment of a sole arbitrator.
950

951
In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or such other sum
952
as the pParties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims
953
Procedure current at the time when the arbitration proceedings are commenced.
954

955
In cases where the claim or any counterclaim exceeds the sum agreed for the LMAA Small Claims Procedure
956
and neither the claim nor any counterclaim exceeds the sum of USD 400,000 (or such other sum as the
957
pParties may agree) the arbitration shall be conducted in accordance with the LMAA Intermediate Claims
958
Procedure current at the time when the arbitration proceedings are commenced.
959

960
(b)*
This Charter Party shall be governed by U.S. maritime law or, if this Charter Party is not a maritime contract
961
under U.S. law, by the laws of the state of New York. Any dispute arising out of or in connection with this
962
Charter Party shall be referred to three (3) persons at New York, one to be appointed by each of the parties
963
hereto, and the third by the two so chosen. The decision of the arbitrators or any two of them shall be final,
964
and for the purposes of enforcing any award, judgment may be entered on an award by any court of
965
competent jurisdiction. The proceedings shall be conducted in accordance with the SMA Rules current as of
966
the date of this Charter Party.
967

968
In cases where neither the claim nor any counterclaim exceeds the sum of USD 100,000 (or such other sum
969
as the parties may agree) the arbitration shall be conducted in accordance with the SMA Rules for Shortened
970
Arbitration Procedure current as of the date of this Charter Party.
971


PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
972
(c)*
This Charter Party shall be governed by and construed in accordance with Singapore**/English**law.
973

974
Any dispute arising out of or in connection with this Charter Party, including any question regarding its
975
existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in
976
accordance with the Singapore International Arbitration Act (Chapter 143A) and any statutory modification or
977
re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
978

979
The arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore Chamber of
980
Maritime Arbitration (SCMA) current at the time when the arbitration proceedings are commenced.
981

982
The reference to arbitration of disputes under this Clause shall be to three arbitrators. A party wishing to refer
983
a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other
984
party requiring the other party to appoint its own arbitrator and give notice that it has done so within fourteen
985
(14) calendar days of that notice and stating that it will appoint its own arbitrator as sole arbitrator unless the
986
other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days
987
specified. If the other party does not give notice that it has done so within the fourteen (14) days specified,
988
the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other
989
party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole
990
arbitrator shall be binding on both parties as if he had been appointed by agreement.
991

992
Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the
993
appointment of a sole arbitrator.
994

995
In cases where neither the claim nor any counterclaim exceeds the sum of USD 150,000 (or such other sum
996
as the parties may agree) the arbitration shall be conducted before a single arbitrator in accordance with the
997
SCMA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
998

999
**Delete whichever does not apply. If neither or both are deleted, then English law shall apply by default
1000

1001
(d)*
This Charter Party shall be governed by and construed in accordance with the laws of the place mutually
1002
agreed by the Parties and any dispute arising out of or in connection with this Charter Party shall be referred
1003
to arbitration at a mutually agreed place, subject to the procedures applicable there.
1004

1005
 (e)
The pParties may agree at any time to refer to mediation any difference and/or dispute arising out of or in
1006
connection with this Charter Party. In the case of any dispute in respect of which arbitration has been
1007
commenced under subclause (a), (c) or (d), the following shall apply:
1008

1009
(i) Either pParty may at any time and from time to time elect to refer the dispute or part of the dispute to
1010
meditation by service on the other pParty of a written notice (the “Mediation Notice”) calling on the other
1011
pParty to agree to mediation.
1012

1013
(ii) The other pParty shall thereupon within fourteen (14) calendar days of receipt of the Mediation Notice
1014
confirm that they agree to mediation, in which case the pParties shall thereafter agree a mediator within a
1015
further fourteen (14) calendar days, falling which on the application of either pParty a mediator will be
1016
appointed promptly by the Arbitration Tribunal (“ the Tribunal”) or such person as the Tribunal may designate
1017
for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and
1018
on such terms as the pParties may agree or, in the event of disagreement, as may be set by the mediator.
1019

1020
(iii) If the other pParty does not agree to mediate, that fact may be brought to the attention of the Tribunal and
1021
may be taken into account by the Tribunal when allocating the costs of the arbitration as between the pParties.
1022

1023
(iv) The mediation shall not affect the right of either pParty to seek such relief or take such steps as it considers
1024
necessary to protect its interest.
1025


PART II
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
1026
(v) Either pParty may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall
1027
continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account
1028
when setting the timetable for steps in the arbitration.
1029

1030
(vi) Unless otherwise agreed or specified in the mediation terms, each pParty shall bear its own costs incurred
1031
in the mediation and the pParties shall share equally the mediator’s costs and expenses.
1032

1033
(vii) The mediation process shall be without prejudice and confidential and no information or documents
1034
disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the
1035
law and procedure governing the arbitration.
1036

1037
(Note: The pParties should be aware that the mediation process may not necessarily interrupt time limits.)
1038

1039
*Subclauses (a), (b), (c) and (d) are alternatives; indicate alternative agreed in Box 26.
1040

1041
If Box 26 in Part I is not appropriately filled in, subclause (a) of this Clause shall apply. Subclause (e) shall
1042
apply in all cases except for alternative (b)
1043

1044
 34.
Notice
1045

1046
All notices, requests and other communications required or permitted by any clause of this Charter Party
1047
shall be given in writing and shall be sufficiently given or transmitted if delivered by hand, email, express
1048
courier service or registered mail and addressed if to the Owners as stated in Box 30 or such other address
1049
or email address as the Owners may hereafter designate in writing, and if to the Charterers as stated in Box
1050
31 or such other address or email address as the Charterers may hereafter designate in writing. Any such
1051
communication shall be deemed to have been given on the date of actual receipt by the pParty to which it is
1052
addressed.
1053

1054
 35.
Partial Validity
1055

1056
If by reason of any enactment or judgment any provision of this Charter Party shall be deemed or held to be
1057
illegal, void or unenforceable in whole or in part, all other provisions of this Charter Party shall be unaffected
1058
thereby and shall remain in full force and effect.
1059

1060
 36.
Entire Agreement
1061

1062
This Charter Party is the entire agreement of the parties, which supersedes all previsions written or oral
1063
understandings and which may not be modified except by a written amendment signed by both parties.
1064

1065
 37.
Headings
1066

1067
The headings of this Charter Party are for identification only and shall not be deemed to be part hereof or be
1068
taken into consideration in the interpretation or construction of this Charter Party.
1069

1070
 38.
Singular/Plural
1071

1072
The singular includes the plural and vice versa as the context admits or requires.

PART III
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY
(OPTINAL, only applicable if 27 has been completed)
1073
 1.
Specifications and Building Contract
1074

1075
(a)
The Vessel shall be constructed in accordance with the building contract between the Builders and the Owners
1076
including the specifications and plans incorporated therein (“Building Contract”). The Owners shall provide
1077
the Charterers with a copy of the Building Contract to the extent relevant to this Charter Party.
1078

1079
(b)
No variations shall be made to the Building Contract without the Charterers’ prior written consent. The
1080
Charterers shall be entitled to request change orders in accordance with the Building Contract. Any additional
1081
costs or consequences due to Charterers’ change orders shall be borne by the Charterers.
1082

1083
(c)
The Owners and the Charterers will liaise and cooperate in all matters regarding the construction of the Vessel
1084
and the Building Contract. The Charterers shall have the right to send their representative to the Builders’
1085
yard to inspect the Vessel during its construction.
1086

1087
(d)
The Owners shall assign their guarantee rights under the Building Contract to the Charterers, if permitted. If
1088
not permitted, the Owners shall exercise their guarantee rights against the Builders for the benefit of the
1089
Charterers. The Charterers shall be obliged to accept such sums as the Owners are reasonably able to
1090
recover under the guarantee provisions of the Building Contract.
1091

1092
 2.
Delivery and Cancellation
1093

1094
(a)
(i) Subject to the provisions of Clause 3 (Liquidated Damages) hereunder, the Charterers shall be obliged to
1095
accept the Vessel from the Owners, constructed and delivered in accordance with the Building Contract and
1096
including buyers’ supplies, on the date of delivery by the Builders. The Charterers undertake that having
1097
accepted the Vessel they will not thereafter raise any claims against the Owners in respect of the Vessel’s
1098
performance or specification or defects, if any.
1099

1100
(ii) The date of delivery for purpose of this Charter shall be the date (the “Delivery Date”) when the Vessel is
1101
in fact delivered by the Builders to the Owners in accordance with the Building Contract, whether that is before
1102
or after the scheduled delivery date under the Building Contract. The Owners shall be under no responsibility
1103
for any delay whatsoever in delivery of the Vessel to the Charterers under this Charter Party, except to the
1104
extent caused solely by the Owners’ acts or omissions resulting in a default by the Owners under the Building
1105
Contract. The Owners shall be responsible to the Charterers for any direct losses incurred by the Charterers,
1106
if the Vessel is not delivered to the Owners due solely to the Owners’ acts or omissions resulting in a default
1107
by the Owners under the Building Contract.
1108
-
1109
(iii)
The Owners and the Charterers shall on the Delivery Date sign a Protocol of Delivery and Acceptance
1110
evidencing delivery of the Vessel hereunder.
1111

1112
(b)
(i) The Owners’ obligation to charter the Vessel to the Charterers hereunder is conditional upon delivery of
1113
the Vessel to the Owners by the Builders in accordance with the Building Contract.
1114

1115
(ii) If for any reason other than a default by the Owners under the Building Contract, the Builders become
1116
entitled under that Contract not to deliver the Vessel and exercise that right, the Owners shall be entitled to
1117
cancel this Charter Party by written notice to the Charterers.
1118

1119
(iii) If for any reason the Owners become entitled to cancel the Building Contract and exercise that right, the
1120
Owners shall be entitled to cancel this Charter Party by written notice to the Charterers. If, however, the
1121
Owners do not exercise their right to cancel the Building Contract, the Charterers shall be entitled to cancel
1122
this Charter Party by written notice to the Owners.
1123

1124
3.
Liquidated Damages
1125

1126
(a)
Any liquidated damages for physical defects or deficiencies and any costs incurred in pursuing a claim therefor

PART III
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY
(OPTINAL, only applicable if 27 has been completed)
1127
shall be credited to the party stated in Box 27(iv) or if not filled in shall be shared equally between the parties.
1128

1129
 (b)
Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing
1130
a claim therefor shall be credited to the party stated in Box 27(v) or if not filled in shall be shared equally
1131
between the parties.

PART IV
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
PURCHASE OPTION
(OPTINAL, only applicable if Box 28 has been completed)
1132
See Clause 45
1133
1.
The Charterers shall have an option to purchase the Vessel (the “Purchase Option”) exercisable on each of
1134
the dates stated below as follows:
1135
    
Date (state number of months after delivery of the Vessel)
 
  
Purchase Price (the “Purchase Option Price”)
     
    (months)
 
  
   (amount and currency)
           
           
1136

1137
2.
To exercise their Purchase Option, the Charterers shall notify the Owners in writing not later than six (6)
1138
months prior to the relevant date stated in the table above. Such notification shall not be withdrawn or
1139
cancelled.
1140

1141
3.
If the Charterers exercise their Purchase Option, the ownership of the Vessel shall be transferred to them on
1142
the relevant date. If such date is not Banking Day, the ownership of the Vessel shall be transferred on the
1143
next Banking Day, on a strictly “as is/where is” basis, at the Charterers’ sole cost and expense.
1144

1145
4.
The Owners shall obtain and provide the Charterers with such documents and take such actions as the
1146
Charterers may reasonably request to facilitate the sale and the registration of the Vessel under the flag
1147
designated by the Charterers.
1148

1149
5.
The Owners warrant that the Vessel at the time of transfer of ownership shall be free of any of Owners’
1150
encumbrance or mortgage and that they have not committed any act or omission which would impair title to
1151
the Vessel.
1152

1153
6.
The Owners make no representation or warranty as to the seaworthiness, value, condition, design,
1154
merchantability or operation of the Vessel, or as to the quality of the material, equipment or workmanship in
1155
the Vessels, or as to the fitness of the Vessel for any particular trade.
1156

1157
7.
In exchange for the transfer of ownership of the Vessel, the Charterers shall pay the Purchase Option Price
1158
to the bank account nominated by the Owners together with any unpaid charter hire and other amounts due
1159
and payable under this Charter Party.
1160

1161
8.
Upon payment and transfer of ownership in accordance with Clause 7 above, this Charter Party and all rights
1162
and obligations of the parties shall terminate without prejudice to all rights accrued due between the parties
1163
prior to the date of termination and any claim that either party might have.

PART V
BARECON 2017 STANDARD BAREBOAT CHARTER PARTY
PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY
(OPTIONAL, only to apply if expressly agreed and stated in Box 29)
1164
1.
Definitions
1165

1166
“Bareboat Charter Registry” shall mean the registry stated in Box 29(ii) whose flag the Vessel will fly and in
1167
which the Charterers are registered as the bareboat charterers during the period of this Charter Party.
1168

1169
Underlying Registry” shall mean the registry stated in Box 29(i) in which the Owners of the Vessel are
1170
registered as Owners and to which jurisdiction and control of the Vessel will revert upon termination of the
1171
Bareboat Charter registration.
1172

1173
2.
The Owners have agreed to and the Charterers shall arrange for the Vessel to be registered under the
1174
Bareboat Charter Registry. The Charterers shall be responsible for all costs thereof.
1175

1176
3.
Upon termination of this Charter Party for any reason whatsoever the Charterers shall immediately arrange
1177
for the deletion of the Vessel from the Bareboat Registry.
1178

1179
4.
In the event of the Vessel being deleted from the Bareboat Charter Registry due to any default by the Owners,
1180
the Charterers shall have the right to terminate this Charter forthwith and without prejudice to any other claim
1181
they may have against the Owners under this Charter Party.

Rider Clauses 39 to 54
to be deemed incorporated to the
Bareboat Charter Party
Dated 16 March 2026
(the "Charter")
Between

SAINT BARTH SHIPPING COMPANY INC. of the Republic of the Marshall Islands as Charterers,
and
SALTER SHIPPING, S.A. of the Republic of Panama as Owners
in respect of the vessel

MT “HULL YZJ2024-1624” tbn “P. SAN FRANCISCO”


39.
Delivery
 
(a)  This Charter Party constitutes the lease of the Vessel which is currently under construction under the Building Contract for the account of the Charterers, and to be sold to the Owners as lessor under the MOA.

The Owners' obligations to charter the Vessel to the Charterers hereunder are conditional upon (i) delivery of the Vessel to the Charterers by the Construction Seller under the Building Contract and (ii) delivery of the Vessel by the Charterers to the Owners under the MOA.

If the Building Contract is cancelled, rescinded or otherwise terminated for any reason whatsoever or the Vessel is not delivered by the Construction Seller to the Charterers under the Building Contract or is rejected by the Charterers under the Building Contract for any reason whatsoever, then the Charterers shall give written notice thereof to the Owners and upon Owners’ receipt of such notice,  the MOA and this Charter Party shall, save as hereafter provided, cease to have effect without any liability on the parties hereto and the parties shall be released from all obligations, liabilities and responsibilities hereunder, save that initial registration of title to the Vessel and legal documentation cost for documenting the lease and security to be Charterer`s account such cost not to exceed USD15,000.

The Charterers shall take delivery of the Vessel under this Charter Party immediately after delivery by the Charterers as sellers to the Owners as buyers under the MOA, and the Owners shall deliver the Vessel to the Charterers under this Charter Party immediately after the Owners take delivery of the Vessel under the MOA.

In the event that the Vessel is not delivered under the MOA or the MOA is cancelled, terminated or rescinded for any reason, this Charter shall automatically terminate without any liability between the parties hereunder and initial registration of title to the Vessel and legal documentation cost for documenting the lease and security to be Charterer`s account such cost not to exceed USD15,000.

(b) It is acknowledged that the Charterers shall, by way of purchase from the Owners or otherwise, at the time of delivery of the Vessel under this Clause 39, own any bunkers, unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and unused stores and provisions (hereinafter referred to as the “Bunkers”) remaining on board the Vessel on the Delivery Date and as a result the Owners and the Charterers will not settle the Bunkers at the time of delivery of the Vessel under this Charter Party.

(c) (USD37,800,000*(1 month CME TERM SOFR at the time of remittance + 2.0%)/360) (the “Remittance Interest Cost”) from the day of remittance of the fund till the closing date to be covered by Charterers provided that no Remittance Interest Cost shall be payable if the delay is due to Owners’ default, negligence or wilful misconduct.

The extra interest cost, if any, shall be paid together with the second hire payment due under the terms of this Charter Party.

40.
Conditions for delivery
 
  a)
Prior to delivery of the Vessel under this Charter Party, each of the Parties shall exchange the following documents:

  (i)
a copy of this Charter Party executed by each Party;


(ii)
a copy of the memorandum and articles of association (or equivalent documents) (and all amendments thereto) of the Owners and the Charterers;


(iii)
a copy of certificate of good standing or equivalent, stating all directors of the Owners and the Charterers dated not earlier than thirty (30) Banking Days prior to the date of delivery of the Vessel to the Owners, with the original to follow as soon as possible after delivery of the Vessel, to the Owners;


(iv)
A PDF copy of one (1) Resolutions of the Board of Directors of the Charterers, authorising, approving and ratifying the BBCP and the MOA and any further addenda thereto, authorising nominated individuals as signatories of and empowering these and/or other individuals to execute the Power of Attorney referred to below, the Bill of Sale and all other documents required for the sale and delivery of the Vessel to the Owners, duly executed on behalf of the Charterers;


(v)
A PDF copy of one (1) Resolutions of the Board of Directors of the Charterers` Guarantor, authorising, approving and ratifying (i) the MOA any further addenda thereto, (ii) the BBCP and any further addenda thereto, (iii) the Performance Guarantee, authorising nominated individuals as signatories of and empowering these and/or other individuals to execute the Power of Attorney duly executed on behalf of the Charterers` Guarantor;


(vi)
A PDF copy of one (1) Resolutions of the Board of Directors of the Owners, authorising, approving and ratifying the BBCP and the MOA and any further addenda thereto, authorising nominated individuals as signatories of and empowering these and/or other individuals to execute the Power of Attorney referred to below, the Bill of Sale and all other documents required for the sale and delivery of the Vessel to the Owners, duly executed on behalf of the Owners;


(vii)
A PDF copy of one (1) Resolutions of the Board of Directors of the Owners` Guarantor, authorising, approving and ratifying (i) the MOA and any further addenda thereto, (ii) the BBCP and any further addenda thereto, (iii) the Performance Guarantee, authorising nominated individuals as signatories of and empowering these and/or other individuals to execute the Power of Attorney duly executed on behalf of the Owners` Guarantor;


(viii)
A PDF copy of one (1) Power of Attorney in favor of the persons who are to act on behalf of Charterers and Charterers` Guarantors in connection with above (iv) and (v), with the original to follow as soon as possible after delivery of the Vessel to the Owners;


(ix)
A PDF copy of one (1) Power of Attorney in favor of the persons who are to act on behalf of Owners and Owners` Guarantors in connection with above (vi) and (vii), with the original to follow as soon as possible after delivery of the Vessel to the Owners;


(x)
the Guarantees and QEL referred to in Clause 43, duly executed; and


(xi)
a copy of the protocol of delivery and acceptance in relation to the Vessel executed by the Owners and the Charterers;


(xii)
such other documents as each of the Owner and Charterer may reasonably require.

41.
Vessel’s condition on delivery
 
The Vessel shall be delivered under this Charter Party in the same condition and with the same equipment, inventory and spare parts as she is delivered to the Owners under the MOA. The Charterers know the Vessel’s condition at the time of delivery, and expressly agree that the Vessel's condition as delivered under the MOA is acceptable and in accordance with the provisions of this Charter Party. The Vessel shall be delivered to the Charterers under this Charter Party strictly "as is/where is". The Owners neither make nor shall be deemed to have made or given any representation or warranty whether statutory or otherwise and whether express or implied as to the seaworthiness, value, condition, quality, merchantability, design, description, operation, suitability or fitness for use for any purpose of the Vessel (with everything belonging to her), or as to the absence of any latent or other defects, whether or not discoverable, or as to the absence of any obligations based on strict liability in tort, which are hereby excluded (hereinafter collectively, referred to as the “Vessel’s Conditions”).

The Charterers hereby acknowledge and agree that they have not relied upon any representation, condition or warranty, whether statutory or otherwise and whether express or implied as to any Vessel’s Conditions, in entering into this Charter Party, and accordingly the Charterers shall have no claim against the Owners under this Charter Party or otherwise whatsoever in relation to the Vessel’s Conditions.

42.
Survey and Inspection on re-delivery of the Vessel
 
(a) Condition of Vessel

The Vessel with everything belonging to her shall be at the Charterers’ risk and expense until she is re-delivered to the Owners, but subject to the terms and conditions of this Charter Party she shall be re-delivered and taken over as she was at the time of the survey(s) in accordance with this Clause 42, fair wear and tear excepted.

(b) Survey:

Not earlier than 45 days or later than 30 days (or if not possible then as soon as the Vessel becomes available) before re-delivery of the Vessel, the Owners and the Charterers shall jointly agree upon the appointment of a surveyor for the purpose of determining the condition of the Vessel at the time of re-delivery hereunder.

The surveyor, whose decision shall be final and binding on both Parties, shall report in writing, specifying all items, if any, which have not been properly maintained in accordance with the terms and conditions of the Charter and the work required to repair such deficiencies.

The costs of such a surveyor shall be equally shared between the Parties. In the event that the parties are not able to agree upon a single surveyor, each shall appoint their own and the two surveyors so appointed shall conduct a joint survey of the Vessel. In such an event, each Party shall pay their own appointed surveyor’s costs.

The survey shall be carried out at the point of re-delivery and in Charterers time and shall not interfere with the operation of the Vessel. Any works required as a result of such survey shall be carried out by Charterers prior to their re-delivery of the Vessel. In the event that two surveyors so appointed disagree, the matter shall be referred to arbitration in accordance with Clause 33.

This clause shall not apply if Charterers exercise their purchase option as set out in Clause 45.

(c) Underwater Inspection:

In connection with the redelivery of the Vessel under the Charter, the Vessel shall not be dry-docked unless required by the Classification Society. In lieu of dry-docking, Owners shall have the right to appoint a diver acceptable to the Classification Society to undertake an underwater inspection at a convenient port with due consultation between Owners and Charterers. Such divers’ inspection shall be carried out at Owners’ expense (unless damage affecting the class is found, in which case the Charterers shall bear the cost) and without interference to the Vessel’s normal operation.

Should such underwater inspection reveal damages that affect the class of the Vessel whereby such damage repairs cannot be made to the Vessel without dry-docking and the Classification Society will not grant an extension, then Vessel is to be dry-docked as soon as possible by Charterers to repair such damages to the Classification Society’s satisfaction at Charterers’ time and expense.

If in the opinion of the Classification Society the damages do not necessitate immediate dry-docking, then the Classification Society shall issue a certificate showing the extent and place of damage and Charterers shall repair same to the satisfaction of the Classification Society at next dry-docking, provided that such dry-docking is within the Charter Period. If the next Classification Society dry-docking is after the re-delivery of the Vessel under this Charter Party, the Charterers shall in their option (i) repair such damages before redelivery of the Vessel hereunder or (ii) provide the Owners with an agreed lump sum, (the Charterers and the Owners shall each select a reputable shipyard in the redelivery range and obtain from such shipyard a quotation for the cost of repairs of the damage. The estimated cost of repairs shall be refined as the average of the two quotations obtained from the two shipyards), a first class bank guarantee or sum a cash deposit to be provided, in the Charterers’ option, covering the expected costs of such repairs.

This Clause 42 shall not apply if the Charterers exercise their Purchase Option as set out in Clause 45.

43.
Owners’ Assignment, Performance Guarantee and Quiet Enjoyment Letter
 
The Owners may not assign, transfer or novate their rights and in the case of a novation, obligations under this Charter without the prior written consent of the Charterers. Subject to the Mortgagee providing a quiet enjoyment letter, the Owners may assign their rights under this Charter Party to the Mortgagee, including but not limited to assignments of earnings and assignment of this Charter.

The Charterers are entitled to require a quiet enjoyment letter (the “QEL”) from the Mortgagee or such other financiers of the Owners, substantially in the form attached hereto as Appendix C, which confirms that the Charterers shall have free use of the Vessel under this Charter Party (including the right to exercise the Purchase Option) while there has occurred no Charterers’ Event of Default which is continuing under this Charter Party. The Owners shall procure that the Mortgagee or (as the case may be) such other financiers will provide the quiet enjoyment letter to the Charterers as a condition precedent to the Owners' entry into the Financial Instrument on or before the Delivery Date.

The performance of the Charterers hereunder shall be guaranteed by Performance Shipping Inc. whereas the performance of the Owners shall be guaranteed by Yawatahama Kisen Co., Ltd. (each, a “Guarantee”) The guarantees shall be in the format attached hereto as appendix A.

Upon delivery of the Vessel under this Charter Party, the Owners and the Charterers shall execute an assignment of insurances with the Owners’ financier in a form and substance acceptable to each party thereto (but each acting reasonably), under which (inter alia) the Owners and the Charterers assign and agree to assign any and all their respective interests on insurance proceeds in respect of the Vessel to the extent as required by this Charter Party.

44.
Transfer of the Vessel
 

 (a)
Any change of ownership of the Vessel or of the legal and/or beneficial ownership of the Owners during the Charter Period shall require the Charterers' prior written approval which Charterers shall be at full discretion whether to grant or decline.


(b)
Each of the Owners and Charterers shall during the Charter Period be entitled to assign their position under the Charter Party to another third party entity. Such right shall be subject to (i) the prior written consent of the other Party, such consent not be unreasonable withheld, and (ii) that the guarantees granted by Performance Shipping Inc. and Yawatahama Kisen Co., Ltd. shall continue to remain in full force and effect irrespective of the said assignment(s) under the Charter. Each Party shall bear their own costs related to such assignment.


(c)
If, as a result of a change in law relating specifically to the circumstances of the Charterers and/or the Owners after the date of this Charter Party there would be material adverse economic consequences to the Charterers of them continuing to perform their obligations under this Charter Party the Charterers shall have the option, to novate this Charter Party to an affiliate provided always that, notwithstanding such novation, this Charter Party would continue on identical terms (save for logical, consequential or mutually agreed amendments) and Performance Shipping Inc. shall remain jointly and severally liable with such affiliate to the Owners for performance of all obligations by such affiliate pursuant to this Charter Party after such novation.

The Charterers agree and undertake to enter into (and procure that such affiliate and Performance Shipping Inc.  enter into) or deliver to the Owners any such documents as the Owners (at their sole discretion) shall reasonably require in connection with such novation, including but not limited to such additional security documents and legal opinions as the Owners may reasonably require. Any reasonable and properly documented costs or expenses (including but not limited to legal costs) in relation to such novation and any conditions imposed by the Owners in giving their consent shall be borne by the Charterers.


 (d)
In the event of the early termination of this Charter Party by the Owners due to a Charterers’ Event of Default which is continuing or due to any of the circumstances described in Clause 31(d) occurring to the Charterers, unless the Charterers have paid to the Owners the full amount of the higher of (i) the Outstanding Principal that remains unpaid when due, and (ii) the Purchase Option Price as calculated pro rata per diem basis in accordance with Clause 45, plus (iii) any other sums due from the Charterers to the Owners under this Charter Party, the Owners shall be entitled to sell the Vessel, whereupon they shall retain from the relevant proceeds an amount equal to the then Outstanding Principal plus any other sums then due from the Charterers to the Owners under this Charter Party and, thereafter, pay the excess to the Charterers.

45.
Charterers’ Purchase Option
 
The Charterers or its nominee shall have an option to purchase the Vessel from the Owners commencing from the date falling twenty-four months after the Delivery Date (the “Purchase Option Commencement Date”) for the duration of the Charter Period (the "Purchase Option") at the following prices (the "Purchase Option Price") or pro rata for the current year:

The Purchase Option Price to be paid to the Owners upon delivery of the Vessel:
The Purchase Option Price = A – [ (A-B) / 365 x C]

Where:
A:  the amount indicated below of the end of the year immediately prior to the applicable delivery date;
B:  the amount indicated below of the end of the year of such delivery date; and

C:  the actual number of days from the beginning of the year to which the delivery date belongs:


 (i)
at a price of the Outstanding Principal x 102.00% at the end of year 2 of the Charter Period;

(ii)
at a price of the Outstanding Principal x 101.65% at the end of year 3 of the Charter Period;

(iii)
at a price of the Outstanding Principal x 101.20% at the end of year 4 of the Charter Period;

(iv)
at a price of the Outstanding Principal x 100.80% at the end of year 5 of the Charter Period;

(v)
at a price of the Outstanding Principal x 100.40% at the end of year 6 of the Charter Period;

(vi)
at a price of the Outstanding Principal plus USD40,000 at the end of year 7 of the Charter Period;

If a breach by the Owners in the performance of any of their obligations under this Charter Party occurs and is continuing, then the Charterers may exercise their Purchase Option earlier than the Purchase Option Commencement Date, provided that in the event the Charterers exercise their Purchase Option and the relevant breach is subsequently remedied, such remedy shall not affect the exercise of the Purchase Option. The Purchase Option Price shall in such event be set at as follows or pro-rata for the current year:

at a price of USD 37,800,000.00 at the end of year 0 of the Charter Period;
at a price of USD 35,810,526.00 at the end of year 1 of the Charter Period;

Registration cost, and bank related costs including lifting charge and escrow agent fees, if any, shall be for the Charterer’s account; however such cost not to exceed USD 10,000.

The Charterers must give a minimum of 75 (seventy-five) calendar days’ notice to the Owners of their intention to buy the Vessel. The Purchase Option Price to be paid to the Owners upon delivery of the Vessel is in accordance with this Clause 45 of the Charter and the memorandum of agreement to be entered into by the Charterers and the Owners at the time of the Purchase Option. The Vessel shall be delivered as soon as possible after expiry of the 75 (seventy-five) days’ notice and Owners undertake to render all necessary assistance in order to achieve this. Once the Purchase Option has been exercised by Charterers, they may not withdraw same.

The Charterers or its nominee shall accept the Vessel on an "AS IS, WHERE IS" basis and the Owners shall take such steps to obtain and furnish such documents as may reasonably be required by the Charterers (or their nominee) in order to transfer the legal and beneficial title and interest in the Vessel to the Charterers (or their nominee) (including without limitation a bill of sale in respect of the Vessel executed and (if required) notarized) and take such other actions as the Charterers may reasonably request in order to facilitate the sale and re-registration of the Vessel under such flag as the Charterers may designate.

With respect to such sale, the Owners warrant that the Vessel at such sale shall be free of any encumbrances, mortgages, charters, maritime liens and any other debts whatsoever (in each case, created by the Owners) created or incurred by the Owners and that the Owners have not committed any act or omission which would impair title to the Vessel and Owners hereby agree to indemnify and hold harmless Charterers in respect of any and all damages, costs and expenses whatsoever resulting from any breach of such warranty.

Upon completion of such purchase of the Vessel as set out in this Clause 45 or in the subsequent Clause 46, this Charter Party and all further rights and obligations of the Parties hereunder (except for indemnities and other obligations that by their nature should survive the termination of this Charter Party) shall terminate.

46.
Insurance
 
(a)
The Charterers undertake with the Owners that throughout the Charter Period:

 
(i)
without prejudice to their obligations under Clause 17 hereof, they will keep the Vessel insured on  such terms as widely accepted in the commercial shipping market and shall be reasonably acceptable to the Owners and the Mortgagee with such insurers (including P&I and war risks associations) as shall be reasonably acceptable to the Owners with deductibles reasonably acceptable to the Owners and that any P&I association which is a member of the International Group of P&I Clubs and H&M underwriters with security rating A. The Charterers shall advise the Owners of their current H&M underwriters for the Owners’ approval, such approval not to be unreasonably withheld or delayed (it being agreed and understood by the Charterers that there shall be no element of self-insurance or insurance through captive insurance companies without the prior written consent of the Owners);


(ii)
the policies in respect of the insurances against fire and usual marine risks and the policies or entries in respect of the insurances against war risks shall, in each case, be endorsed to the effect that payment of a claim for a Total Loss will be made to the Owners (or the Mortgagees as assignees thereof) (who shall upon the receipt thereof apply the same in the manner described in Clause 47(e) hereof);


(iii)
the Charterers shall procure that duplicates of all cover notes, policies and certificates of entry shall be furnished to the Owners for their custody, upon request;

 
(iv)
the Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall:

 
(A)
provide the Owners and (if applicable) the Mortgagee with a letter or letter of undertaking in standard market form, and
  (B)
supply to the Owners such information in relation to the insurances effected, or to be effected, with them as the Owners may from time to time reasonably require; and


(v)
the Charterers shall procure that the policies, entries or other instruments evidencing the insurances are endorsed to the effect that the insurers shall give to the Owners not less than fourteen (14) days prior written notification of any amendment, suspension, cancellation or termination of the insurances, unless subject to any automatic termination/cancellation of cover provisions in the relevant insurances, in which event, if such insurances are automatically terminated/cancelled, Owners shall be advised promptly and Charterers shall immediately procure re-instatement or replacement insurances of those terminated/cancelled insurances.

(b)
Notwithstanding anything to the contrary contained in Clauses 17 and 47 (b) hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks on hull and machinery basis  for not less than the total insured value (H&M value, Hull Interest and freight interest) specified in column (b) in the table set out below in respect of the one-yearly period during the Charter Period specified in column (a) (on the assumption that the first such period commenced on the Delivery Date) against such amount (hereinafter referred to as the "Minimum Insured Value"):

 
(a)
  
(b)
 
Year
  
Minimum Insured Value
 
1
  
 USD 41,580,000
 
2
  
 USD 39,391,579
 
3
  
 USD 37,203,158
 
4
  
 USD 35,014,737
 
5
  
 USD 32,826,316
 
6
  
 USD 30,637,895
 
7
  
 USD 28,449,474

(c)
If the Vessel becomes a Total Loss or becomes subject to Compulsory Acquisition, the chartering of the Vessel to the Charterers hereunder shall cease and the Charterers shall:-

 
(i)
immediately pay to the Owners all hire, and any other amounts, which have fallen due for payment under this Charter Party and have not been paid as at up to the date on which the Total Loss or Compulsory Acquisition occurred as described below (the "Date of Loss") together with interest thereon as set out in Clause 15 (g) and shall cease to be under any liability to pay any hire, but not any other amounts, thereafter becoming due and payable under this Charter Party. All hire and any other amounts prepaid by the Charterers relating to the period after the Date of Loss, and any insurance proceeds received by the Owners and/or their mortgagee after payment by the Charterers as aforesaid, shall be forthwith refunded by the Owners and any hire paid in advance to be adjusted/reimbursed.

 
(ii)
For the purpose of ascertaining the Date of Loss:-

  (A)
an actual total loss of the Vessel shall be deemed to have occurred at noon (London time) on the actual date the Vessel was lost but in the event of the date of the loss being unknown the actual total loss shall be deemed to have occurred at noon (London time) on the date on which it is acknowledged by the insurers to have occurred;


(B)
a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at noon (London time) on the date that notice claiming such a total loss of the Vessel is given to the insurers, or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or the date and time adjudged by a competent court of law or arbitration tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Charterers shall be entitled to give notice claiming a constructive total lose but prior to the giving of such notice there shall be consultation between the Charterers and the Owners and the Party proposing to give such notice shall be supplied with all such information as such Party may request; and


(C)
Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 30(b) hereof.

(d)
(i) All moneys up to the Minimum Insured Value payable under the insurances effected by the Charterers pursuant to Clauses 17 and 47, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the Owners (or the mortgagees as assignees thereof) and applied by the Owners (or, as the case may be, the mortgagees) as follows:

FIRSTLY, in payment of all the Owners’ or the Charterers’ reasonable and properly incurred costs incidental to the collection thereof,

SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the Purchase Option Price as per the table in Clause 45 immediately above, for the year in which the Date of Loss occurs and which shall be calculated pro rata per diem,

THIRDLY, towards any other applicable sums due from the Charterers to the Owners under this Charter Party, and

FORTHLY, in payment of any surplus to the Charterers by way of a rebate of hire and compensation for early termination.

If, in accordance with the terms of the relevant Loss Payable Clause, any part of the insurance proceeds or compensation payable under this sub-clause (d)(i) is received and applied by the mortgagees as assignees toward payment of the indebtedness due to such mortgagees by the Owners pursuant to the Financial Instrument, then the remainder of such insurance proceeds shall be distributed between the Owners and the Charterers in accordance with the order set out in this sub-clause (d)(i) above and, for the purposes of such distribution, the afore-mentioned part of the insurance proceeds received by the mortgagees shall reduce the afore-mentioned sums payable to the Owners accordingly. Under no circumstances will the sum of the insurance proceeds or compensation received under this sub-clause (d)(i) and applied by the mortgagees as assignees toward payment of the indebtedness due to such mortgagees by the Owners pursuant to the Financial Instrument, exceed the aggregate sum payable to the Owners in accordance with this sub-clause (d)(i) above.

(ii) Any moneys in excess of the Minimum Insured Value payable under the insurances effected by the Charterers pursuant to Clauses 17 and 47, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the Charterers.

(e)
In respect of partial losses, any payment by underwriters not exceeding USD 500,000 shall be paid directly to the Charterers who shall apply the same for the repair, salvage or other charges involved or as a reimbursement if the Charterers fully repaired the damage to the satisfaction of the Owners and paid all of the salvage or other charges in respect of which payment is made. Any moneys in excess of USD 500,000 payable under such insurance (other than in respect of a Total Loss) shall be paid to the Charterers subject to the prior written consent of the Owners or the Owners’ mortgagee but such consent shall not be unreasonably withheld or delayed. In the absence of such prior written consent the money shall be paid to the Owners or the Owners’ mortgagee.

(f)
The provisions of Clauses 17 and 47 hereof shall not apply in any way to the proceeds of any additional insurance cover effected by the Owners and / or the Charterers for their own account and benefit.

(g)
The Charterers shall promptly notify the Owners of:

 
(i)
any accident to the Vessel involving repairs the cost of which exceeds USD500,000 or the equivalent in any other currencies; or

 
(ii)
any occurrence in consequence whereof the Vessel has become a Total Loss or Compulsory Acquisition.

47.
Inconsistency
 
In case of any inconsistency between (i) the standard terms of this Charter Party and (ii) the amendments and Rider 39 to 54 (inclusive), the latter shall prevail.

48.
Charterers’ Down Payment
 
In consideration of achieving reduced monthly charter hire payments for the duration of the Charter Period (subject to the terms of this Charter Party), the Charterers shall, at the time of delivery of the Vessel, pay to the Owners as prepayment of hire the sum of USD16,300,000 (the "Charterers' Down Payment"). The Charterers' Down Payment is an advance payment and will be applied towards monthly charter hire payments. For the avoidance of doubt, the charter hire rate referred to in Box 17 is the net amount after the Charterers’ Down Payment is applied.

The Charterers, acting as Sellers under the MOA, hereby undertake to procure that they shall pay to the Owners the Charterers’ Down Payment at the time of delivery of the Vessel under the MOA. Accordingly, the Charterers’ Down Payment shall be set-off against the Purchase Price (defined in the MOA) under the MOA and shall be deemed as fully settled by the Charterers. The payment of the Charterers’ Down Payment is subject to the delivery of the Vessel to the Owners as “buyers” from the Sellers under the MOA and also delivery of the Vessel by the Owners to the Charterers under this Charter Party.

The Charterers' Down Payment shall be non-refundable except:

on the occurrence of a breach by the Owners leading to the Charterers being permanently deprived of the usage, possession or enjoyment of the Vessel (irrespective of whether this Charter Party is formally terminated or not);

in which case the Owners shall refund to the Charterers the amount of USD194,047.62 (84 months) per calendar month for each month, counting from the date of the Charterers being deprived of the Vessel’s use, possession or enjoyment up to what would have been, but for the deprivation, the end of the 7th year of this Charter Party. Such refund shall be without prejudice to any right or claim the Charterers may have against the Owners as a result of such deprivation of use, possession or enjoyment and/or default or termination.

49.
Loan Outstanding for Interest Portion
 
In the charter hire structure set out in Box 17, the Variable Hire shall be calculated as follows:

(X)  x  (Y)  x  (Z) ÷ (A)

Where:
X
 =
Amount of the loan outstanding (as set out in the table below)
Y
 = (Margin) + (1-month CME TERM SOFR)
Z
 = Number of days during the hire period in question
A
 = 360 days.

The 1-month CME TERM SOFR to be used is the one published by CME GROUP five (5) Banking Days prior to the hire payment due date. Should the 3-month CME TERM SOFR published by CME GROUP turn negative, then zero (0) to be applied in calculation of hire payment.

In case that CME TERM SOFR ceases to be available, the Owners shall reasonably designate the alternative interest rate after consultation with the Charterers but such rate shall not exceed the cost to the Mortgagee of funding the outstanding loan balance on the Vessel from any reasonable source and such rate so applied shall only apply for so long as CME TERM SOFR remains unavailable.

Loan Oustanding
(USD)
      
(USD)
1st Year
1st Month
37,800,000
  
2nd Year
13th Month
35,810,526
1st Year
2nd Month
37,634,211
  
2nd Year
14th Month
35,644,737
1st Year
3rd Month
37,468,421
  
2nd Year
15th Month
35,478,947
1st Year
4th Month
37,302,632
  
2nd Year
16th Month
35,313,158
1st Year
5th Month
37,136,842
  
2nd Year
17th Month
35,147,368
1st Year
6th Month
36,971,053
  
2nd Year
18th Month
34,981,579
1st Year
7th Month
36,805,263
  
2nd Year
19th Month
34,815,789
1st Year
8th Month
36,639,474
  
2nd Year
20th Month
34,650,000
1st Year
9th Month
36,473,684
  
2nd Year
21st Month
34,484,211
1st Year
10th Month
36,307,895
  
2nd Year
22nd Month
34,318,421
1st Year
11th Month
36,142,105
  
2nd Year
23rd Month
34,152,632
1st Year
12th Month
35,976,316
  
2nd Year
24th Month
33,986,842
3rd Year
25th Month
33,821,053
  
4th Year
37th Month
31,831,579
3rd Year
26th Month
33,655,263
  
4th Year
38th Month
31,665,789
3rd Year
27th Month
33,489,474
  
4th Year
39th Month
31,500,000
3rd Year
28th Month
33,323,684
  
4th Year
40th Month
31,334,211
3rd Year
29th Month
33,157,895
  
4th Year
41st Month
31,168,421
3rd Year
30th Month
32,992,105
  
4th Year
42nd Month
31,002,632
3rd Year
31st Month
32,826,316
  
4th Year
43rd Month
30,836,842
3rd Year
32nd Month
32,660,526
  
4th Year
44th Month
30,671,053
3rd Year
33rd Month
32,494,737
  
4th Year
45th Month
30,505,263
3rd Year
34th Month
32,328,947
  
4th Year
46th Month
30,339,474
3rd Year
35th Month
32,163,158
  
4th Year
47th Month
30,173,684
3rd Year
36th Month
31,997,368
  
4th Year
48th Month
30,007,895
5th Year
49th Month
29,842,105
  
6th Year
61st Month
27,852,632
5th Year
50th Month
29,676,316
  
6th Year
62nd Month
27,686,842

5th Year
51st Month
29,510,526
  
6th Year
63rd Month
27,521,053
5th Year
52nd Month
29,344,737
  
6th Year
64th Month
27,355,263
5th Year
53rd Month
29,178,947
  
6th Year
65th Month
27,189,474
5th Year
54th Month
29,013,158
  
6th Year
66th Month
27,023,684
5th Year
55th Month
28,847,368
  
6th Year
67th Month
26,857,895
5th Year
56th Month
28,681,579
  
6th Year
68th Month
26,692,105
5th Year
57th Month
28,515,789
  
6th Year
69th Month
26,526,316
5th Year
58th Month
28,350,000
  
6th Year
70th Month
26,360,526
5th Year
59th Month
28,184,211
  
6th Year
71st Month
26,194,737
5th Year
60th Month
28,018,421
  
6th Year
72nd Month
26,028,947
7th Year
73rd Month
25,863,158
        
7th Year
74th Month
25,697,368
        
7th Year
75th Month
25,531,579
        
7th Year
76th Month
25,365,789
        
7th Year
77th Month
25,200,000
        
7th Year
78th Month
25,034,211
        
7th Year
79th Month
24,868,421
        
7th Year
80th Month
24,702,632
        
7th Year
81st Month
24,536,842
        
7th Year
82nd Month
24,371,053
        
7th Year
83rd Month
24,205,263
        
7th Year
84th Month
24,039,474
        

50.
Disclosure

The Charterers shall supply the Owners as soon as reasonably practicable, but in any event i) within one hundred and eighty (180) days after the end of each of its financial years, the audited financial statements of Performance Shipping Inc. for that financial year.

51.
Money laundering, sanctions, anti-corruption:
 
Notwithstanding any other clause in this Charter, each Party warrants, represents and undertakes to the other Party on a continuing basis:


(Money laundering):

that it, and parties acting on its behalf in relation to this Charter, shall observe and abide with, including but not limited any law, official requirement or other regulatory measure or procedure implemented to combat money laundering as defined in any laws or regulations applicable to such Party, and


(Sanctions):

that it, nor any of their directors and, executive managers and ultimate owners, are or will become sanctioned by USA, the UK, Japan, the European union or the United Nations or any other nation or governmental body or organization relevant to the trading of the Vessel under this Charter to the extent that non-compliance by it would result in an actual breach of any applicable sanctions, and


that it, its directors and executive managers, has not been a party, directly, to any contract or conduct in contravention of any applicable sanctions legislation or directives of either the USA, the UK, Japan, the European union or the United Nations or any other nation or governmental body or organization relevant to the trading of the Vessel under this Charter to the extent that non-compliance by it would result in an actual breach of any applicable sanctions. Moreover, the Party is acting for itself only and is not acting on behalf of any other individual or corporation, and


(Anti-corruption):

that it, its directors, performance guarantors, executive managers and ultimate owners of the Charterers; shall comply with all applicable anti-corruption laws, regulations and contractual provisions, including without limitation the US Foreign Corrupt Practices Act and the UK Bribery Act, and


that it, its directors, performance guarantors, executive managers and ultimate owners of the Charterers; shall not, directly or through third parties, in relation to the Charter, give, promise or attempt to give, or approve or authorize the giving of, anything of value to any person, any public official or any entity for the purpose of:

-
securing any improper advantage for either Party;

-
inducing or influencing anyone improperly to take action or refrain from taking action in order for either Party to obtain or retain business, or to secure the direction of business to either Party;

-
inducing or influencing anyone to use his/her influence with any Government or public international organization for such purpose; and

that:

 -
to the best of its knowledge, none of its directors, executive managers or owners nor the directors, executive managers and owners of affiliated companies; have carried out any of the actions described above;

-
all remuneration received under this Charter is solely intended as compensation for the services expressly provided under this Charter, including the Parties’ related documented costs and expenses, and that it is not receiving remuneration for any other purpose; and,

-
neither the Party, nor any of its affiliated companies, directors, executive managers or owners shall use any part of said remuneration for any purpose prohibited under this Clause 51.

(Indemnification):
if such calling constitute a breach of sanctions, then Charterers to undertake to indemnify Owners against all direct and proven loss and costs sustained as a result of such violation. Charterers shall indemnify the Owners and hold the Owners harmless in respect of any direct and proven liability, loss, damage or expenses of whatsoever nature which the Owners may sustain resulting from the operation of the Vessel (including but not limited to hereunder those arising from Vessel entering/operating in war area or warlike area).

(Others):
that neither it, its directors, executive managers and owners, nor the directors, executive managers and owners of affiliated companies; have been suspended from doing business in any form subject to investigation or charged with or sentenced for relevant criminal behaviour, fraud, false statements, corruption or other related activities;

52.
Confidentiality
 
The discussions between the Parties shall be kept strictly confidential by both Parties and may only be disclosed to each Party's advisors and financiers on a need to know basis, and as may be required to be disclosed under applicable law, regulatory rules and regulations, government authorities or relevant stock exchange rules.

53.
Counterparts
 
This Charter Party may be executed in any number of counterparts and any single counterpart or set of counterparts signed, in either case, by all the parties hereto shall be deemed to constitute a full and original agreement for all purposes.

54.
EU ETS
 
"Emission Allowances" means an allowance, credit, quota, permit or equivalent, representing a right of a vessel to emit a specified quantity of greenhouse gas emissions recognized by the Emission Scheme, or generally in connection with emissions, carbon reduction or other environmental or sustainability measures relating to the operation of the Vessel.

"Emission Scheme" means a greenhouse gas emissions trading scheme and any emissions, carbon reduction or other environmental or sustainability measures relating to the Vessel, which for the purposes of this Clause shall include (without limitation) the European Union Emissions Trading System and any other similar systems imposed by any similar or equivalent international, regional, national or local scheme implemented by the IMO or any other authority that regulate the issuance, allocation, trading or surrendering of Emission Allowances.


 (i)
The Charterer shall be the sole responsible party for compliance of all Emission Scheme obligations in relation to the Vessel, and whether or not such obligations are, pursuant to any domestic or international law or regulation, directed to the Owner as registered or beneficial owner of the Vessel.


(ii)
Notwithstanding sub-paragraph (i) above, the Charterer shall be permitted to sub-delegate such Emission Scheme responsibility on to any entity, including without limitation to the relevant holder of Document of Compliance under the ISM Code in respect of the Vessel. Such sub-delegation shall be documented and copy of such documentation shall be made available to the Owner.


(iii)
The Charterers shall co-operate with the Owner and assist the Owner to deliver all such forms as are required to be filed to any relevant authorities in relation to the delegation and assumption of any Emission Scheme responsibilities.


(iv)
Without limiting the foregoing, throughout the Charter Period the Charterer, or any mandated by the Charterer entity, shall provide and pay for the Emission Allowances corresponding to the Vessel’s emissions under the scope of the applicable Emission Scheme without any delay whatsoever.


(v)
Emission Allowances, taxes, charges, levies, fees, fines, costs or expenses incurred or imposed in connection with any Emissions Scheme, shall be for the Charterers' account and are to be settled directly by them or their mandated entity.


(vi)
The Charterer shall ensure that the Charterer, or any mandated by the Charterer entity, shall comply, acknowledge in writing in any form that may be reasonably required, and provide all such information and documents to the Owner as necessary to enable the Owners and any Emission Scheme obligor to document and evidence to any authority their delegation/mandating of all Emission Scheme obligations in relation to the Vessel (and the assumption of same by the relevant mandated entity), as may be required from time to time during the Charter Period by the Owner, any manager or other mandated entity, and any relevant Emission Scheme authority, in conformity with the provisions of this Clause. In relation to the Emission Scheme being the European Union Emissions Trading System, the Owner and the Charterer, or any mandated by the Charterer entity, shall complete and sign a mandate form in form and substance as required (from time to time) by the EU Commission Implementing Regulation (EU) 2023/2599, the Directive 2003/87/EC, currently and indicatively in form as appended hereto (Appendix B) (the "Mandate Form").


(vii)
The Owner undertake to relay to the Charterer, without delay, any information that might be received by the Owner for any reason whatsoever, including by error of any authority, and which might relate to compliance with any Emission Scheme.

IN WITNESS HEREOF the Owners and the Charterers have signed and executed TWO COPIES of this Agreement the day and year first written.

 
SALTER SHIPPING, S.A.
Signature (Owners)
/s/ Yoshihide Yamamoto
Name: Yoshihide Yamamoto
Title: Director / President
  
SAINT BARTH SHIPPING COMPANY INC.
Signature (Charterers)
/s/ Andreas Nikolaos Michalopoulos
Name: Andreas Nikolaos Michalopoulos
Title: Director / Attorney-in-fact

 
Yawatahama Kisen Co., Ltd.
Signature (Guarantor)
/s/ Yoshihide Yamamoto
Name: Yoshihide Yamamoto
Title: Representative Director
  
Performance Shipping Inc.
Signature (Guarantor)
/s/ Andreas Nikolaos Michalopoulos
Name: Andreas Nikolaos Michalopoulos
Title: Director / Chief Executive Officer

List of Appendices:
Appendix A: 
Form of performance guarantees
Appendix B: 
Mandate Form of EU-ETS Obligation
Appendix C:   
Form of Quiet Enjoyment Letter

Addendum No. 1
to the
Bareboat Charter Party
Dated 16 March 2026
(the "Charter")
Between

SAINT BARTH SHIPPING COMPANY INC. of the Republic of the Marshall Islands as Charterers, and
SALTER SHIPPING, S.A. of the Republic of Panama as Owners
in respect of the vessel

MT “HULL YZJ2024-1624” tbn “P. SAN FRANCISCO”

Pursuant to a Bareboat Charter Party (on BIMCO BARECON 2017 terms as amended) dated ___ March  2026 made between the Owners and the Charterers (as amended or supplemented from time to time, the “BBCP”), the Parties hereby agree that the BBCP shall be amended as set out in this Addendum, including an extension of the bareboat charter period by an additional three (3) years (the “Extended Charter Period”), upon and subject to the terms and conditions set out herein.

Bareboat Hire:

During the Extended Charter Period, the hire shall remain unchanged and the Charterers shall pay hire at the rate specified in Box 17.

Charter Period (Clause 2)

The following wording shall be added at the end of clause 2 of the Charter:

“The Charter Period shall be extended by an additional three (3) years and shall end on the date falling ten (10) years from the Delivery Date or (if earlier) the date on which the Charterers or their nominee purchase the Vessel from the Owners.”

Redelivery (Clause 10)

The following wording shall be added at the end of clause 10 of the Charter:

This clause shall not apply if the Owners exercise their Put Option, in which event a Protocol of Delivery and Acceptance will be signed.

Flag and Name of Vessel (Subclause 13 (f))

The following wording shall be added at the end of clause 13(f) of the Charter:

In case the Owners do not exercise their Put Option, painting and re-painting, instalment and re-instalment, registration and re-registration at re-delivery, if required by the Owners, shall be at the Charters’ expense and time.

Hire (Clause 15)

The following wording shall be added at the end of clause 15 of the Charter:

(k)
The Charterer may prepay the BBC Hire at any time but maximum once per annum from the Purchase Option Commencement Date with at least 60 days’ prior written notice to the Owners, provided, however that the date of such prepayment shall be subject to mutual agreement between the Charterers and the Owners. Such prepayment (the “Prepayment Amount”) shall be in multiples of USD1,000,000 (United States Dollars one million). The prepayment fee applicable to such prepayment shall be calculated as set out below and paid together with the Prepayment Amount.


(i)
at a price of the Prepayment Amount x 102.00% during the year 3 of the Charter Period;

(ii)
at a price of the Prepayment Amount x 101.65% during the year 4 of the Charter Period;

(iii)
at a price of the Prepayment Amount x 101.20% during the year 5 of the Charter Period;

(iv)
at a price of the Prepayment Amount x 100.80% during the year 6 of the Charter Period;

(v)
at a price of the Prepayment Amount x 100.40% during the year 7 of the Charter Period;

(vi)
at a price of the Prepayment Amount plus [USD40,000 x (the Prepayment Amount / the Outstanding Principal for the month of the Charter Period (85th to 96th) in which such prepayment is exercised)] during the year 8 of the Charter Period;

(vii)
at a price of the Prepayment Amount plus [USD40,000 x (the Prepayment Amount / the Outstanding Principal for the month of the Charter Period (97th to 108th) in which such prepayment is exercised)] during the year 9 of the Charter Period; and

(viii)
at a price of the Prepayment Amount plus [USD40,000 x (the Prepayment Amount / the Outstanding Principal for the month of the Charter Period (109th to 120th) in which such prepayment is exercised)] during the year 10 of the Charter Period.

Any legal fees and bank related costs including lifting charge and escrow agent fees, if any, shall be for the Charterer’s account.

Any such prepayments shall be applied against the Outstanding Charter Hire Principal under this Charter Party and fixed portion of BBC Hire (as referred as “Fixed Rate” in Box 17 of Part I hereof) shall be recalculated (and reduced pro rate over the remaining BBC Period) with effect from the next month. The amounts of the Purchase Option Prices, Owners Put Option prices and Minimum Insured Value shall be correspondingly recalculated (and reduced) according to the Outstanding Charter Hire Principal after application of such Prepayment Amount. Each such prepayment of the Charter Hire shall be permitted only if the Owner/Mortgagee and the Charterer shall mutually agree to the amount of the remaining Charter Hire, Purchase Option Price, Owners Put Option Price and Minimum Insured Value so recalculated.

Survey (Subclause 42 (b))

This clause shall not extend the Charter Period, and shall not apply if Owners exercise their Put Option as set out in this Addendum No. 1.

Underwater Inspection (Subclause 42 (c))

The following wording shall be added at the end of clause 42(b) of the Charter:

This Clause 42 shall not apply if the Owners exercise their Put Option.

Charterers’ Purchase Option (Clause 45)
 
The following paragraphs shall be added at the end of clause 45 of the Charter:

Charterers’ option to purchase the Vessel at any time during the Extended Charter Period at following prices or pro rata of the current year or earlier if an event of default occurs:


 (i)
at a price of the Outstanding Principal plus USD40,000 at the end of year 8 of the Charter Period;

(ii)
at a price of the Outstanding Principal plus USD40,000 at the end of year 9 of the Charter Period; and

(iii)
at a price of the Outstanding Principal plus USD40,000 at the end of year 10 of the Charter Period.

Charterers' Down Payment （Clause 48）

the Parties hereby agree that:

(a)
the reference to “USD 194,047.62 (84months) per calendar month” in the Charter shall be deleted and replaced with USD 135,833.33 (120months) per calendar month; and

(b)
the reference to “up to what would have been, but for the deprivation, the end of the 7th year of this Charter” shall be deleted and replaced with “up to what would have been, but for the deprivation, the end of the 10th year of this Charter”.

Owners’ Put Option  (Clause 55)

The following clause 55 shall be added to the Charter:

The Owners have the option to sell the Vessel back to the Charterers or its nominee at the end of the tenth (10th) year of this Charter. In case Charterers have not exercised their Purchase Option 75 (seventy-five) calendar days before the end of the Charter Period at the latest, the Owners may exercise their Put Option, in which case the Charterer shall purchase the Vessel for the Outstanding Principal plus USD 40,000 (“Put Option Price”). The Owners must give a minimum of 60 (sixty) days’ notice of their intention to sell the Vessel. The Put Option Price shall be paid to the Owners upon delivery of the Vessel, which shall take place on the last day of the Charter Period.

The Charterers or its nominee shall accept the Vessel on an "AS IS, WHERE IS" basis and the Owners shall, take such steps to obtain and furnish such documents as may reasonably be required by the Charterers (or their nominee) in order to transfer the legal and beneficial title and interest in the Vessel to the Charterers (or their nominee) (including without limitation a bill of sale in respect of the Vessel executed and (if required) notarized) and take such other actions as the Charterers may reasonably request in order to facilitate the sale and re-registration of the Vessel under such flag as the Charterers may designate.

With respect to such sale, the Owners warrant that the Vessel at such sale shall be free of any encumbrances, mortgages, charters, maritime liens and any other debts whatsoever (in each case, created by the Owners) created or incurred by the Owners and that the Owners have not committed any act or omission which would impair title to the Vessel and Owners hereby agree to indemnify and hold harmless Charterers in respect of any and all damages, costs and expenses whatsoever resulting from any breach of such warranty.

Registration cost, and bank related costs including lifting charge and escrow agent fees, if any, shall be for the Charterer’s account; however such cost not to exceed USD 10,000.

Insurance (Clause 46)
 
The following paragraphs shall be added at the end of clause 46(b) of the Charter Party:

The Charterers undertake with the Owners  to keep the Vessel insured throughout the Extended Charter Period as follows:

 
(a)
  
(b)
 
Year
  
Minimum Insured Value
 
8
  
 USD 26,261,053
 
9
  
 USD 24,072,632
 
10
  
 USD 21,884,211

Loan Outstanding Table (Clause 49)

The following shall be added at the end of the existing table included in clause 49 of the Charter Party:

Year
Month
USD
  
Year
Month
USD
8th Year
85th Month
23,873,684
  
9th Year
97th Month
21,884,211
8th Year
86th Month
23,707,895
  
9th Year
98th Month
21,718,421
8th Year
87th Month
23,542,105
  
9th Year
99th Month
21,552,632
8th Year
88th Month
23,376,316
  
9th Year
100th Month
21,386,842
8th Year
89th Month
23,210,526
  
9th Year
101st Month
21,221,053
8th Year
90th Month
23,044,737
  
9th Year
102nd Month
21,055,263
8th Year
91st Month
22,878,947
  
9th Year
103rd Month
20,889,474
8th Year
92nd Month
22,713,158
  
9th Year
104th Month
20,723,684
8th Year
93rd Month
22,547,368
  
9th Year
105th Month
20,557,895
8th Year
94th Month
22,381,579
  
9th Year
106th Month
20,392,105
8th Year
95th Month
22,215,789
  
9th Year
107th Month
20,226,316
8th Year
96th Month
22,050,000
  
9th Year
108th Month
20,060,526
10th Year
109th Month
19,894,737
        
10th Year
110th Month
19,728,947
        
10th Year
111th Month
19,563,158
        
10th Year
112th Month
19,397,368
        
10th Year
113th Month
19,231,579
        
10th Year
114th Month
19,065,789
        
10th Year
115th Month
18,900,000
        
10th Year
116th Month
18,734,211
        
10th Year
117th Month
18,568,421
        
10th Year
118th Month
18,402,632
        
10th Year
119th Month
18,236,842
        
10th Year
120th Month
18,071,053
        

Agreement the day and year first written.

Otherwise all other terms and conditions of the BBCP shall remain unaltered and in full force and effect.

 
SALTER SHIPPING, S.A.
  
SAINT BARTH SHIPPING COMPANY INC.
  Signature (Owners)   Signature (Charterers)
  /s/ Yoshihide Yamamoto   /s/ Andreas Nikolaos Michalopoulos
 
Name: Yoshihide Yamamoto
  
Name: Andreas Nikolaos Michalopoulos
 
Title: Director / President
  
Title: Director / Attorney-in-fact
 
Yawatahama Kisen Co., Ltd.
  
PERFORMANCE SHIPPING INC.
  Signature (Guarantor)  
Signature (Guarantor)
  /s/ Yoshihide Yamamoto   /s/ Andreas Nikolaos Michalopoulos
 
Name: Yoshihide Yamamoto
  
Name: Andreas Nikolaos Michalopoulos
 
Title: Representative Director
  
Title: Director / Chief Executive Officer