Form 6-K NewLead Holdings Ltd. For: Jan 27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�6-K

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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR

15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

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Dated: January 27, 2015

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Commission File Number 001-32520

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NEWLEAD HOLDINGS LTD.

(Translation of registrant’s name into English)

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NewLead Holdings Ltd.

83 Akti Miaouli & Flessa Str.

185 38 Piraeus Greece

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form�20-F or Form�40-F.

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Form�20-F��x

Form�40-F���

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Indicate by check mark if the registrant is submitting the Form�6-K in paper as permitted by Regulation S-T Rule�101(b)(1):

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Yes��� No �x�

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Indicate by check mark if the registrant is submitting the Form�6-K in paper as permitted by Regulation S-T Rule�101(b)(7):

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Yes��� No �x�

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NewLead Holdings Ltd. ("NewLead" or the "Company") recently added five (5) bitumen tanker vessels to its fleet. The Company has expanded its fleet to ten (10) vessels in less than a year.

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NewLead completed the acquisition of three of the five bitumen tankers, the "Captain Nikolas I", the "Nepheli" and the "Sofia", for a purchase price of approximately $21.0 million, to be paid through a combination of equity and debt financing.

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The other two bitumen tankers, the "Ioli" and the "Katerina L" (together, the “Vessels”), were added to NewLead’s fleet following the execution of a bareboat agreement by and between Frourio Compania Naviera S.A. and the Company, dated as of October 23, 2014, relating to the Ioli (the “Ioli Agreement”) and the execution of a bareboat agreement, by and between Flegra Compania Naviera S.A. and the Company, dated as of November 13, 2014, relating to the Katerina L (the “Katerina L Agreement” and together with the Ioli Agreement, the “Bareboat Agreements”). The Company has the option to purchase the Vessels at any time during the term of the Bareboat Agreements. Notwithstanding such option, the Company is obligated to purchase both Vessels at the end of the term of the Bareboat Agreements, for an aggregate purchase price of a minimum of approximately $6.05 million together with the payment of any remaining unpaid trade debt on the Vessels. The Company is expected to make a payment of approximately $4.23 million in connection with the delivery of the Vessels.

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The delivery payment and the payment at the end of the Bareboat Agreements to purchase the Vessels are expected to be paid, through the issuance of shares of common stock of the Company, all as described in the Share Sale and Purchase Agreement, dated October 16, 2014, (the “Share and Purchase Agreement”) as amended by Addendum No.1 dated November 24, 2014 (the “Addendum”), and in the Bareboat Agreements.

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The foregoing descriptions are not complete and are qualified in their entireties by reference to the full text of the Ioli Agreement, the Katerina L Agreement, the Share and Purchase Agreement and the Addendum, copies of which are furnished as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively, to this Report on Form 6-K and are incorporated herein by reference.

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Exhibit No.	�	Exhibit
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99.1	�	Bareboat Charter Agreement, dated as of October 23, 2014
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99.2	�	Bareboat Charter Agreement, dated as of November 13, 2014
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99.3	�	Share Sale and Purchase Agreement, dated October 16, 2014
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99.4	�	Addendum No. 1, dated November 24, 2014

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Date: January 27, 2015

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�	NEWLEAD HOLDINGS LTD.
�	�	�
�	By:	/s/ Michail Zolotas	�
�	Name: Michail Zolotas
�	Title:��Chief Executive Officer

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Exhibit 99.1

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Copyright, published by	�	First issued by
The Baltic and International Maritime Council (BIMCO), Copenhagen. Issued November 2001	�	The Baltic and International Maritime Council (BIMCO), Copenhagen, in 1974 as “Barecon A” and “Barecon B”. Revised and amalgamated 1989. Revised 2001

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��1. Shipbroker	BIMCO STANDARD BAREBOAT CHARTER
�	CODE NAME: “BARECON 2001”
�	�		PART I
�	��2. Place and date
�	October 23rd 2014
�	�
��3. Owners/Place of business (Cl. 1)	��4. Bareboat Charterers/Place of business (Cl. 1)
�	�
FROURIO COMPANIA NAVIERA S.A.	TBN�
�	By NewLead Holdings Ltd.
�	�
��5. Vessel’s name, call sign and flag (Cl. 1 and 3)
IOLI - IMO 9520431 – Panama
�	�
��6. Type of Vessel	��7. GT/NT��
TANKER	2,511/1,027
�	�
��8. When/Where built	��9. Total DWT (abt.) in metric tons on summer freeboard
�	�
10/2009	3,370 Tns
�	�
��10. Classification Society (Cl. 3)	��11. Date of last special survey by the Vessel’s classification society
�	�
��RINA	[November 2014]
��12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)
LOA : 90.60
BREADTH: 14.20 m
DEPTH: 6.30m �����Draught 5.35 m
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��13. Port or Place of delivery (Cl. 3)	��14.��Time for delivery (Cl. 4)	��15. Cancelling date (Cl. 5)
Salamis, Greece	20 October 2014 -	30 October 2014
�	30 October 2014�	�
��16. Port or Place of redelivery (Cl. 15)	��17.�No. of months’ validity of trading and class certificates upon redelivery (Cl. 15) �
Worldwide	1 Month
��18. Running days’ notice if other than stated in Cl. 4	��19. Frequency of dry-docking (Cl. 10(g))
�	�
N/A	N/A
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��20. Trading limits (Cl. 6)�
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Worldwide trading WIWL
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��21. Charter period (Cl. 2)	��22. Charter hire (Cl. 11)
Until October 16, 2018	As per Rider Clause 2
�	�
��23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii))�����N/A
�	�
�	�
��24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV	��25. Currency and method of payment (Cl. 11)
N/A	As per Rider clauses 1, 2 & 3

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continued

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(continued)

“BARECON 2001” STANDARD BAREBOAT CHARTER

PART I

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26. Place of payment; also state beneficiary and bank account (Cl. 11)	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional)
�	N/A
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�	�
�	�
�	�
�28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12)	��29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies)
	�
National Bank of Greece - dated 8 October 2009	�
As amended on 30 September 2011, on 16 April 2013 and	�
on 21 February 2014	�
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�30. Additional insurance cover, if any, for Owners’account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))	��31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))
�	�
N/A	N/A
�	�
32. Latent defects (only to be filled in if period other than stated in Cl. 3)	33. Brokerage commission and to whom payable (Cl. 27)
�	�
N/A	�
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34. Grace period (state number of clear banking days)(Cl. 28)	��35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)
5 Banking Days	LONDON
36. War cancellation (indicate countries agreed)(Cl. 26(f))	�
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N/A	�
��37. Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies)(optional)	��38. Name and place of Builders (only to be filled in if PART III applies)
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NO	N/A
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��39. Vessel’s Yard Building No. (only to be filled in if PART III applies)	��40. Date of Building Contract (only to be filled in if PART III applies)
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N/A	N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)
N/A	�
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��42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional)	��43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional)
YES, Purchase option and obligation as per Rider Clause 3	�
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��44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)	��45. Country of the Underlying Registry (only to be filled in if PART V applies)
�	�
�	�
��46. Number of additional clauses covering special provisions, if agreed	�
�7 (Seven)	�

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PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in the Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.

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��Signature (Owners)	Signature (Charterers)
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��/s/ Nikolaos Daoulis Remandas	/s/ Michail S. Zolotas
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��/s/ Dimitrios Remandas	�

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PART II

“BARECON 2001” Standard Bareboat Charter

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1.	Definitions	1	�	�	Owners notice of cancellation within thirty-six (36)	65
�	In this Charter, the following terms shall have the	2	�	�	running hours after the cancelling date stated in Box	66
�	meanings hereby assigned to them:	3	�	�	15, failing which this Charter shall remain in full force	67
�	“The Owners” shall mean the party identified in Box 3;	4	�	�	and effect.	68
�	“The Charterers” shall mean the party identified in Box 4;	5	�	�	(b) If it appears that the Vessel will be delayed beyond	69
�	“The Vessel” shall mean the vessel named in Box 5 and	6	�	�	the cancelling date, the Owners may, as soon as they	70
�	with particulars as stated in Boxes 6 to 12.	7	�	�	are in a position to state with reasonable certainty the	71
�	“Financial Instrument” means the mortgage, deed of	8	�	�	day on which the Vessel should be ready, give notice	72
�	covenant or other such financial security instrument as	9	�	�	thereof to the Charterers asking whether they will	73
�	annexed to this Charter and stated in Box 28.	10	�	�	exercise their option of cancelling, and the option must	74
�	�	�	�	�	then be declared within one hundred and sixty-eight	75
2.	Charter Period	11	�	�	(168) running hours of the receipt by the Charterers of	76
�	In consideration of the hire detailed in Box 22, the	12	�	�	such notice or within thirty-six (36) running hours after	77
�	Owners have agreed to let and the Charterers have	13	�	�	the cancelling date, whichever is the earlier. If the	78
�	agreed to hire the Vessel for the period stated in Box 21	14	�	�	Charterers do not then exercise their option of cancelling,	79
�	(“The Charter Period”).	15	�	�	the seventh day after the readiness date stated in the	80
�	�	�	�	�	Owners’ notice shall be substituted for the cancelling	81
3.	Delivery	16	�	�	date indicated in Box 15 for the purpose of this Clause 5.	82
�	(not applicable when Part III applies, as indicated in Box 37)	17	�	�	(c) Cancellation under this Clause 5 shall be without	83
�	(a) The Owners shall before and at the time of delivery exercise	18	�	�	prejudice to any claim the Charterers may otherwise	84
�	due diligence to make the Vessel seaworthy and in every	19	�	�	have on the Owners under this Charter.	85
�	respect ready in hull, machinery and equipment for service	20	�	�	�	�
�	under this Charter. The Vessel shall be delivered by the Owners	21	�	6.	Trading Restrictions	86
�	and taken over by the Charterers at the port or place indicated in	22	�	�	The Vessel shall be employed in lawful trades for the	87
�	Box 13 in such ready safe berth as the Charterers may direct. The	23	�	�	carriage of suitable lawful merchandise within the trading	88
�	Vessel shall be delivered to Charterers by Owners in the same	24	�	�	limits indicated in Box 20.	89
�	condition as at the time of the in same condition as at the time of	25	�	�	The Charterers undertake not to employ the Vessel or	90
�	the inspection of the vessel by Charterers at ......................... on .	26	�	�	suffer the Vessel to be employed otherwise than in	91
�	........................ , including the class status reports, fair wear and	27	�	�	conformity with the terms of the contracts of insurance	92
�	tear excepted.	28	�	�	(including any warranties expressed or implied therein)	93
�	(b) The Vessel shall be properly documented on	29	�	�	without first obtaining the consent of the insurers to such	94
�	delivery in accordance with the laws of the flag State	30	�	�	employment and complying with such requirements as	95
�	indicated in Box 5 and the requirements of the	31	�	�	to extra premium or otherwise as the insurers may	96
�	classification society stated in Box 10. The Vessel upon	32	�	�	prescribe.	97
�	delivery shall have her survey cycles up to date and	33	�	�	The Charterers also undertake not to employ the Vessel	98
�	trading and class certificates valid for at least the number	34	�	�	or suffer her employment in any trade or business which	99
�	of months agreed in Box 12.	35	�	�	is forbidden by the law of any country to which the Vessel	100
�	(c) Without prejudice to Charterers rights as per paragraphs	36	�	�	may sail or is otherwise illicit or in carrying illicit or	101
�	(a) and (b) hereinabove Tthe delivery of the Vessel by the	37	�	�	prohibited goods or in any manner whatsoever which	102
�	Owners and the taking over of the Vessel by the	38	�	�	may render her liable to condemnation, destruction,	103
�	Charterers shall constitute a full performance by the Owners of all the	39	�	�	seizure or confiscation.	104
�	Owners’ obligations under this Clause 3, and thereafter the	40	�	�	Notwithstanding any other provisions contained in this	105
�	Charterers shall not be entitled to make or assert any claim	41	�	�	Charter it is agreed that nuclear fuels or radioactive	106
�	against the Owners on account of any conditions,	42	�	�	products or waste are specifically excluded from the	107
�	representations or warranties expressed or implied with respect to	43	�	�	cargo permitted to be loaded or carried under this	108
�	the Vessel but the Owners shall be liable for the cost of but not	44	�	�	Charter. This exclusion does not apply to radio-isotopes	109
�	the time for repairs or renewals occasioned by latent defects in	45	�	�	used or intended to be used for any industrial,	110
�	the Vessel, her machinery or appurtenances, existing at the time of	46	�	�	commercial, agricultural, medical or scientific purposes	111
�	delivery under this Charter, provided such defects have manifested	�	�	�	provided the Owners’ prior approval has been obtained	112
�	themselves within twelve (12) months after delivery unless	�	�	�	to loading thereof.	113
�	otherwise provided in Box 32. Any damages/defects incurred	47	�	�	�	�
�	prior the delivery of the Vessel to Charterers, shall be for	48	�	�	�	�
�	Owners’ account/cost/time.	49	�	7.	Surveys on Delivery and Redelivery	114
�	�	50	�	�	(not applicable when Part III applies, as indicated in Box 37)	115
4.	Time for Delivery	51	�	�	The Owners and Charterers shall each appoint	116
�	(not applicable when Part III applies, as indicated in Box 37)	52	�	�	surveyors for the purpose of determining and agreeing	117
�	The Vessel shall not be delivered before the date	53	�	�	in writing the condition of the Vessel at the time of	118
�	indicated in Box 14 without the Charterers’ consent and the Owners	54	�	�	delivery and redelivery hereunder. The Owners and	119
�	shall exercise due diligence to deliver the Vessel not later than the	�	�	�	Charterers shall equally share the cost of the On-hire survey shall	�
�	date indicated in Box 15. Unless otherwise agreed in Box 18, the	�	�	�	bear all expenses of the On-hire Survey including loss	120
�	Owners shall give the Charterers not less than thirty /twenty/	55	�	�	of time, if any, and the Charterers shall bear all expenses	121
�	fifteen/twelve/ten (30/20/15/12/10) running days’ preliminary and	56	�	�	�	�
�	not less than fourteen seven/five/three/two/one (14/7/5/3/2/1)	�	�	�	of the Off-hire Survey including loss of time, if any, at	122
�	running days’ definite notice of the date on which the Vessel	57	�	�	the daily equivalent to the rate of hire or pro rata thereof.	123
�	is expected to be ready for delivery. The Owners shall keep the	58	�	�	�	�
�	Charterers closely advised of possible changes in the Vessel’s	59	�	�	�	�
�	position.	�	�	8.	Inspection	124
5.	�Cancelling	60	�	�	The Owners shall have the right at any time after giving	125
�	(not applicable when Part III applies, as indicated in Box 37)	61	�	�	reasonable notice to the Charterers to inspect or survey	126
�	(a) Should the Vessel not be delivered latest by the	62	�	�	the Vessel or instruct a duly authorised surveyor to carry	127
�	cancelling date indicated in Box 15, the Charterers shall	63	�	�	out such survey on their behalf:-	128
�	have the option of cancelling this Charter by giving the	64	�	�	(a) to ascertain the condition of the Vessel and satisfy	129

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PART II

“BARECON 2001” Standard Bareboat Charter

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�	themselves that the Vessel is being properly repaired	130	�	�	between the Owners and the Charterers having	196
�	and maintained. The costs and fees for such inspection	131	�	�	regard, inter alia, to the length of the period	197
�	or survey shall be paid by the Owners unless the Vessel	132	�	�	remaining under this Charter shall, in the absence	198
�	is found to require repairs or maintenance in order to	133	�	�	of agreement, be referred to the dispute resolution	199
�	achieve the condition so provided;	134	�	�	method agreed in Clause 30.	200
�	(b)��in dry-dock if the Charterers have not dry-docked	135	�	(iii)	Financial Security - The Charterers shall maintain	201
�	her in accordance with Clause 10(g). The costs and fees	136	�	�	financial security or responsibility in respect of third	202
�	for such inspection or survey shall be paid by the	137	�	�	party liabilities as required by any government,	203
�	Charterers; and	138	�	�	including federal, state or municipal or other division	204
�	(c)��for any other commercial reason they consider	139	�	�	or authority thereof, to enable the Vessel, without	205
�	necessary (provided it does not unduly interfere with the	140	�	�	penalty or charge, lawfully to enter, remain at, or	206
�	commercial operation of the Vessel). The costs and fees for such	141	�	�	leave any port, place, territorial or contiguous	207
�	inspection and survey shall be paid by the Owners. All time used	142	�	�	waters of any country, state or municipality in	208
�	in respect of inspection, survey or repairs shall be for the	143	�	�	performance of this Charter without any delay. This	209
�	Charterers’ account and form part of the Charter Period. The	144	�	�	obligation shall apply whether or not such	210
�	Charterers shall also permit the Owners to inspect the Vessel’s	145	�	�	requirements have been lawfully imposed by such	211
�	log books whenever requested and shall whenever required	146	�	�	government or division or authority thereof.	212
�	by the Owners furnish them with full information regarding any	147	�	�	The Charterers shall make and maintain all arrange-	213
�	casualties or other accidents or damage to the Vessel. Owners	148	�	�	ments by bond or otherwise as may be necessary to	214
�	shall ensure that the trading operation of the Vessel is not	149	�	�	satisfy such requirements at the Charterers’ sole	215
�	disrupted or interrupted for any reason during the said	150	�	�	expense and the Charterers shall indemnify the Owners	216
�	inspection/survey. Otherwise any time loss/damages / costs	151	�	�	against all consequences whatsoever (including loss of	217
�	incurred due to such an interruption/disruption by Owners	�	�	�	time) for any failure or inability to do so.	218
�	and/or their representatives and/or servants and /or agents,	�	�	�	(b)��Operation of the Vessel - The Charterers shall at	219
�	shall be for Owners’ account and the Charterers shall be	�	�	�	their own expense and by their own procurement man,	220
�	indemnified for any such loss/damage/cost incurred or to be	�	�	�	victual, navigate, operate, supply, fuel and, whenever	221
�	incurred as a consequence.	�	�	�	required, repair the Vessel during the Charter Period	222
�	�	�	�	�	and they shall pay all charges and expenses of every	223
9.	Inventories, Oil and Stores	152	�	�	kind and nature whatsoever incidental to their use and	224
�	A complete inventory of the Vessel’s entire equipment,	153	�	�	operation of the Vessel under this Charter, including	225
�	outfit including spare parts, appliances and of all	154	�	�	annual flag State fees and any foreign general	226
�	consumable stores on board the Vessel shall be made	155	�	�	municipality and/or state taxes. The Master, officers and	227
�	by the Charterers in conjunction with the Owners on	160	�	�	crew of the Vessel shall be the servants of the Charterers	228
�	delivery and again on redelivery of the Vessel. The	161	�	�	for all purposes whatsoever, even if for any reason	229
�	Charterers and the Owners, respectively, shall at the	162	�	�	appointed by the Owners.	230
�	time of delivery and redelivery take over and pay for all	163	�	�	Charterers shall comply with the regulations regarding	231
�	bunkers, lubricating oil, unbroached provisions, paints,	164	�	�	officers and crew in force in the country of the Vessel’s	232
�	ropes and other consumable stores (excluding spare	165	�	�	flag or any other applicable law.	233
�	parts) in the said Vessel. Owners shall at the time of redelivery	166	�	�	(c)��The Charterers shall keep the Owners and the	234
�	take up and pay for all bunkers and lubricating oil at	�	�	�	mortgagee(s) indicated in Box 28 advised of the intended	�
�	Charterers’ last net paid prices as evidenced by relevant	�	�	�	employment,	235
�	invoices. The quantities will be measured / agreed by the	�	�	�	planned dry-docking and major repairs of the Vessel,	236
�	Owners’ and the Charters’ Representatives at the time of	167	�	�	as reasonably required.	237
�	Delivery. �the then current market prices at the ports of	�	�	�	(d)��Flag and Name of Vessel - During the Charter	238
�	delivery and redelivery, respectively.��The Charterers shall	168	�	�	Period, the Charterers shall have the liberty to paint the	239
�	ensure that all spare parts listed in the inventory and used	169	�	�	Vessel in their own colours, install and display their	240
�	during the Charter Period are replaced at their	170	�	�	funnel insignia and fly their own house flag. The	241
�	expense prior to redelivery of the Vessel.	�	�	�	�	�
�	�	�	�	�	�	�
�	�	171	�	�	�	�
10.	Maintenance and Operation	172	�	�	Charterers shall also have the liberty, with the Owners’	242
�	(a)(i)Maintenance and Repairs - During the Charter	173	�	�	consent, which shall not be unreasonably withheld, to	243
�	Period the Vessel shall be in the full possession and at the	174	�	�	change the flag and/or the name of the Vessel during	244
�	absolute disposal for all purposes of the Charterers and under	175	�	�	the Charter Period.��Painting and re-painting, instalment	245
�	their complete control in every respect. The Charterers shall	176	�	�	and re-instalment, registration and re-registration, if	246
�	maintain the Vessel, her machinery, boilers, appurtenances and	177	�	�	required by the Owners, shall be at the Charterers’	247
�	spare parts in a good state of repair, in efficient operating	178	�	�	expense and time.	248
�	condition and in accordance with good��commercial	179	�	�	(e)��Changes to the Vessel - Subject to Clause 10(a)(ii),	249
�	maintenance practice and, except asprovided for in Clause	180	�	�	the Charterers shall make no structural changes in the	250
�	14(l), if applicable, at their own expense they shall at all	181	�	�	Vessel or changes in the machinery, boilers, appurten-	251
�	times keep the Vessel’s Class fully up to date with the	182	�	�	ances or spare parts thereof without in each instance	252
�	Classification Society indicated in Box 10 and maintain all other	183	�	�	first securing the Owners’ approval thereof. If the Owners	253
�	necessary certificates in force at all times.	184	�	�	so agree, the Charterers shall, if the Owners so require,	254
�	(ii)��New Class and Other Safety Requirements - In the event	185	�	�	restore the Vessel to its former condition before the	255
�	of any improvement, structural changes or new equipment	186	�	�	termination of this Charter.	256
�	becoming necessary for the continued operation of the	187	�	�	(f)Use of the Vessel’s Outfit, Equipment and	257
�	Vessel by reason of new class requirements or by compulsory	188	�	�	Appliances - The Charterers shall have the use of all	258
�	legislation��costing (excluding the Charterers’ loss of time)	189	�	�	outfit, equipment, and appliances on board the Vessel	259
�	more than the percentage stated in Box 23, or if��Box 23 is	190	�	�	at the time of delivery, provided the same or their	260
�	left blank, 5 per cent. of the Vessel’s insurance value as	191	�	�	substantial equivalent shall be returned to the Owners	261
�	stated in Box 29, then the extent, if any, to which the rate of	192	�	�	on redelivery in the same good order and condition as	262
�	hire shall be varied and the ratio in which the cost of compliance	193	�	�	when received, ordinary wear and tear excepted. The	263
�	shall be shared between the parties concerned in order to	194	�	�	�	�
�	achieve a reasonable distribution thereof as	195	�	�	�	�

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	Charterers shall from time to time during the Charter	264	�	*)	(a)��The Owners warrant that they have not effected	330
�	Period replace such items of equipment as shall be so	265	�	�	any mortgage(s) of the Vessel and that they shall not	331
�	damaged or worn as to be unfit for use. The Charterers	266	�	�	effect any mortgage(s) without the prior consent of the	332
�	are to procure that all repairs to or replacement of any	267	�	�	Charterers, which shall not be unreasonably withheld.	333
�	damaged, worn or lost parts or equipment be effected	268	�	*)	(b)��The Vessel chartered under this Charter is financed	334
�	in such manner (both as regards workmanship and	269	�	�	by a mortgage according to the Financial Instrument.	335
�	quality of materials) as not to diminish the value of the	270	�	�	The Charterers undertake to comply, and provide such	336
�	Vessel. The Charterers have the right to fit additional	271	�	�	information and documents to enable the Owners to	337
�	equipment at their expense and risk but the Charterers	272	�	�	comply, with all such instructions or directions in regard	338
�	shall remove such equipment at the end of the period if	273	�	�	to the employment, insurances, operation, repairs and	339
�	requested by the Owners. Any equipment including radio	274	�	�	maintenance of the Vessel as laid down in the Financial	340
�	equipment on hire on the Vessel at time of delivery shall	275	�	�	Instrument or as may be directed from time to time during	341
�	be kept and maintained by the Charterers and the	276	�	�	the currency of the Charter by the mortgagee(s) in	342
�	Charterers shall assume the obligations and liabilities	277	�	�	conformity with the Financial Instrument. The Charterers	343
�	of the Owners under any lease contracts in connection	278	�	�	confirm that, for this purpose, they have acquainted	344
�	therewith and shall reimburse the Owners for all	279	�	�	themselves with all relevant terms, conditions and	345
�	expenses incurred in connection therewith, also for any	280	�	�	provisions of the Financial Instrument and agree to	346
�	new equipment required in order to comply with radio	281	�	�	acknowledge this in writing in any form that may be	347
�	regulations.	282	�	�	required by the mortgagee(s). The Owners warrant that	348
�	(g)��Periodical Dry-Docking - The Charterers shall dry-	283	�	�	they have not effected any mortgage(s) other than stated	349
�	dock the Vessel and clean and paint her underwater	284	�	�	in Box 28 and that they shall not agree to any	350
�	parts whenever the same may be necessary, but not	285	�	�	amendment of the mortgage(s) referred to in Box 28 or	351
�	less than once during the period stated in Box 19 or, if	286	�	�	effect any other mortgage(s) without the prior written consent	352
�	Box 19 has been left blank, and/or every sixty (60)	287	�	�	of the Charterers, which shall not be unreasonably	353
�	calendar months after the time of delivery or such other	288	�	�	withheld.	�354
�	period as may be required by the Classification Society or	289	�	*)	(Optional, Clauses 12(a) and 12(b) are alternatives;	355
�	flag State.	�	�	�	indicate alternative agreed in Box 28).	356
�	�	�	�	�	�	�
11.	Hire	290	�	�	�	�
�	(a)��The Charterers shall pay��hire due to the Owners	291	�	13.	Insurance and Repairs	357
�	punctually in accordance with the terms of this Charter	292	�	�	(a)��During the Charter Period the Vessel shall be kept	358
�	in respect of which time shall be of the essence.	293	�	�	insured by the Charterers at their expense against hull	359
�	(b)��The Charterers shall pay to the Owners for the hire	294	�	�	and machinery, war and Protection and Indemnity risks	360
�	of the Vessel a lump sum in the amount indicated in	295	�	�	(and any risks against which it is compulsory to insure	361
�	Box 22 which shall be payable not later than every In	296	�	�	for the operation of the Vessel, including maintaining	362
�	advance arrears, the first lump sum being payable 3 month	297	�	�	financial security in accordance with sub-clause	363
�	after vessel’s delivery to the Charterer on the date and hour	298	�	�	10(a)(iii)) in such form as the Owners shall in writing	364
�	within three banking days after of the Vessel’s delivery to the	299	�	�	approve, which approval shall not be un-reasonably	365
�	Charterers.Hire shall be paid continuously	300	�	�	withheld. Such insurances shall be arranged by the	366
�	throughout the Charter Period.	�	�	�	�	�
�	(c)��Payment of hire shall be made in cash without	301	�	�	Charterers to protect the interests of both the Owners	367
�	discount in the currency and in the manner indicated in	302	�	�	and the Charterers and the mortgagee(s) (if any), and	368
�	Box 25 and at the place mentioned in Box 26.	303	�	�	the Charterers shall be at liberty to protect under such	369
�	(d)��Final payment of hire, if for a period of less than	304	�	�	insurances the interests of any managers they may	370
�	thirty (30) running days, shall be calculated proportionally	305	�	�	appoint. Insurance policies shall cover the Owners and	371
�	according to the number of days and hours remaining	306	�	�	the Charterers according to their respective interests.	372
�	before redelivery and advance payment to be effected	307	�	�	Subject to the provisions of the Financial Instrument, if	373
�	accordingly. the end of the Charter Period in Box 21.	308	�	�	any, and the approval of the Owners and the insurers,	374
�	(e)��Should the Vessel be lost or missing, hire shall	309	�	�	the Charterers shall effect all insured repairs and shall	375
�	cease from the date and time when she was lost or last	310	�	�	undertake settlement and reimbursement from the	376
�	heard of.��The date upon which the Vessel is to be treated	311	�	�	insurers of all costs in connection with such repairs as	377
�	as lost or missing shall be ten (10) days after the Vessel	312	�	�	well as insured charges, expenses and liabilities to the	378
�	was last reported or when the Vessel is posted as	313	�	�	extent of coverage under the insurances herein provided	379
�	missing by Lloyd’s, whichever occurs first.��Any hire paid	314	�	�	for.	380
�	in advance to be adjusted accordingly and refunded to	315	�	�	The Charterers also to remain responsible for and to	381
�	Charterers.	�	�	�	�	�
�	(f) Any delay in payment of hire exceeding five (5)	316	�	�	effect repairs and settlement of costs and expenses	382
�	consecutive days shall entitle the Owners to interest at	317	�	�	incurred thereby in respect of all other repairs not	383
�	the rate per annum as agreed in Box 24. If Box 24 has not	318	�	�	covered by the insurances and/or not exceeding any	384
�	been filled in, as per the three months interbank offered rate in	319	�	�	possible franchise(s) or deductibles provided for in the	385
�	London (LIBOR or its successor) for the currency stated in Box	320	�	�	insurances.	386
�	25, as quoted by the British Bankers’Association (BBA) on	321	�	�	All time used for repairs under the provisions of sub-	387
�	the date when the hire fell due, increased by 2 per cent.,	322	�	�	clause 13(a) and for repairs of latent defects according	388
�	shall apply.	323	�	�	to Clause 3(c) above, including any deviation, shall be	389
�	(g)��Payment of interest due under sub-clause 11(f)	324	�	�	for the Charterers’ account.	390
�	shall be made within seven (7) running days of the date	325	�	�	(b)��If the conditions of the above insurances permit	391
�	of the Owners’invoice specifying the amount payable	326	�	�	additional insurance to be placed by the parties, such	392
�	or, in the absence of an invoice, at the time of the next	327	�	�	cover shall be limited to the amount for each party set	393
�	hire payment date.	�	�	�	out in Box 30 and Box 31, respectively. The Owners or	394
�	�	�	�	�	�	�
12.	Mortgage	328	�	�	the Charterers as the case may be shall immediately	395
�	(only to apply if Box 28 has been appropriately filled in)	329	�	�	furnish the other party with particulars of any additional	396

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	insurance effected, including copies of any cover notes	397	�	presentation of accounts.	464
�	or policies and the written consent of the insurers of	398	�	(e)��The Charterers to remain responsible for and to	465
�	any such required insurance in any case where the	399	�	effect repairs and settlement of costs and expenses	466
�	consent of such insurers is necessary.	400	�	incurred thereby in respect of all other repairs not	467
�	(c)��The Charterers shall upon the request of the	401	�	covered by the insurances and/or not exceeding any	468
�	Owners, provide information and promptly execute such	402	�	possible franchise(s) or deductibles provided for in the	469
�	documents as may be required to enable the Owners to	403	�	insurances.	470
�	comply with the insurance provisions of the Financial	404	�	(f) ��All time used for repairs under the provisions of	471
�	Instrument.	405	�	sub-clauses 14(d) and 14(e) and for repairs of latent	472
�	(d)��Subject to the provisions of the Financial Instru-	406	�	defects according to Clause 3 above, including any	473
�	ment, if any, should the Vessel become an actual,	407	�	deviation, shall be for the Charterers’ account and shall	474
�	constructive, compromised or agreed total loss under	408	�	form part of the Charter Period.	�475
�	the insurances required under sub-clause 13(a), all	409	�	The Owners shall not be responsible for any expenses	476
�	insurance payments for such loss shall be paid to the	410	�	as are incident to the use and operation of the Vessel	��477
�	Owners who shall distribute the moneys between the	411	�	for such time as may be required to make such repairs.	478
�	Owners and the Charterers according to their respective	412	�	(g)��If the conditions of the above insurances permit	479
�	interests. The Charterers undertake to notify the Owners	413	�	additional insurance to be placed by the parties such	480
�	and the mortgagee(s), if any, of any occurrences in	414	�	cover shall be limited to the amount for each party set	481
�	consequence of which the Vessel is likely to become a	415	�	out in Box 30 and Box 31, respectively. The Owners or	��482
�	total loss as defined in this Clause.	416	�	the Charterers as the case may be shall immediately	483
�	(e)��The Owners shall upon the request of the	417	�	furnish the other party with particulars of any additional	484
�	Charterers, promptly execute such documents as may	418	�	insurance effected, including copies of any cover notes	485
�	be required to enable the Charterers to abandon the	419	�	or policies and the written consent of the insurers of	486
�	Vessel to insurers and claim a constructive total loss.	420	�	any such required insurance in any case where the	487
	(f) For the purpose of insurance coverage against hull	421	�	consent of such insurers is necessary.	�488
�	and machinery and war risks under the provisions of	422	�	(h)��Should the Vessel become an actual, constructive,	489
�	sub-clause 13(a), the value of the Vessel is the sum	423	�	compromised or agreed total loss under the insurances	�490
�	indicated in Box 29.	424	�	required under sub-clause 14(a), all insurance payments	491
�	�	�	�	for such loss shall be paid to the Owners, who shall	492
��14.	Insurance, Repairs and Classification	425	�	distribute the moneys between themselves and the	��493
�	(Optional, only to apply if expressly agreed and stated	426	�	Charterers according to their respective interests.	��494
�	in Box 29, in which event Clause 13 shall be considered	427	�	(i) ��If the Vessel becomes an actual, constructive,	495
�	deleted).	428	�	compromised or agreed total loss under the insurances	��496
�	(a)��During the Charter Period the Vessel shall be kept	429	�	arranged by the Owners in accordance with sub-clause	497
�	insured by the Owners at their expense against hull and	430	�	14(a), this Charter shall terminate as of the date of such	498
�	machinery and war risks under the form of policy or	431	�	loss.	�499
�	policies attached hereto. The Owners and/or insurers	432	�	(j) ���The Charterers shall upon the request of the	500
�	shall not have any right of recovery or subrogation	433	�	Owners, promptly execute such documents as may be	501
�	against the Charterers on account of loss of or any	434	�	required to enable the Owners to abandon the Vessel	�502
�	damage to the Vessel or her machinery or appurt-	435	�	to the insurers and claim a constructive total loss.	�503
�	enances covered by such insurance, or on account of	436	�	(k)��For the purpose of insurance coverage against hull	504
�	payments made to discharge claims against or liabilities	437	�	and machinery and war risks under the provisions of	505
�	of the Vessel or the Owners covered by such insurance.	438	�	sub-clause 14(a), the value of the Vessel is the sum	506
�	Insurance policies shall cover the Owners and the	439	�	indicated in Box 29.	507
�	Charterers according to their respective interests.	440	�	(l)��Notwithstanding anything contained in sub-clause	508
�	(b)��During the Charter Period the Vessel shall be kept	441	�	10(a), it is agreed that under the provisions of Clause	509
�	insured by the Charterers at their expense against	442	�	14, if applicable, the Owners shall keep the Vessel’s	510
�	Protection and Indemnity risks (and any risks against	443	�	Class fully up to date with the Classification Society	511
�	which it is compulsory to insure for the operation of the	444	�	indicated in Box 10 and maintain all other necessary	512
�	Vessel, including maintaining financial security in	445	�	certificates in force at all times.	513
�	accordance with sub-clause 10(a)(iii)) in such form as	446	�	�	�
�	the Owners shall in writing approve which approval shall	447	15.�	Redelivery	514
�	not be unreasonably withheld.	448	�	At the expiration of the Charter Period the Vessel shall	515
�	(c)��In the event that any act or negligence of the	449	�	be redelivered by the Charterers to the Owners at a	516
�	Charterers shall vitiate any of the insurance herein	450	�	safe and ice-free port or place as indicated in Box 16, in	517
�	provided, the Charterers shall pay to the Owners all	451	�	such ready safe berth as the Owners may direct. The	518
�	losses and indemnify the Owners against all claims and	452	�	Charterers shall give the Owners not less than thirty	519
�	demands which would otherwise have been covered by	453	�	(30) running days’ preliminary notice of expected date,	�520
�	such insurance.	454	�	range of ports of redelivery or port or place of redelivery	521
�	(d)��The Charterers shall, subject to the approval of the	455	�	and not less than fourteen (14) running days’ definite	522
�	Owners or Owners’ Underwriters, effect all insured	456	�	notice of expected date and port or place of redelivery.	�523
�	repairs, and the Charterers shall undertake settlement	457	�	Any changes thereafter in the Vessel’s position shall be	524
�	of all miscellaneous expenses in connection with such	458	�	notified immediately to the Owners.	525
�	repairs as well as all insured charges, expenses and	459	�	The Charterers warrant that they will not permit the	526
�	liabilities, to the extent of coverage under the insurances	460	�	Vessel to commence a voyage (including any preceding	527
�	provided for under the provisions of sub-clause 14(a).	461	�	ballast voyage) which cannot reasonably be expected	528
�	The Charterers to be secured reimbursement through	462	�	to be completed in time to allow redelivery of the Vessel	529
�	the Owners’ Underwriters for such expenditures upon	463	�	within the Charter Period.��Notwithstanding the above,	530

�

��

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	should the Charterers fail to redeliver the Vessel within	531	��19.	Salvage	594
�	the Charter Period, the Charterers shall pay the daily	532	�	All salvage and towage performed by the Vessel shall	595
�	equivalent to the rate of hire stated in Box 22 plus 10	533	�	be for the Charterers’benefit and the cost of repairing	596
�	per cent. or to the market rate, whichever is the higher,	534	�	damage occasioned thereby shall be borne by the	597
�	for the number of days by which the Charter Period is	535	�	Charterers.	598
�	exceeded.��All other terms, conditions and provisions of	536	�	�	�
�	this Charter shall continue to apply.	537	��20.	Wreck Removal	599
�	Subject to the provisions of Clause 10, the Vessel shall	538	�	In the event of the Vessel becoming a wreck or	600
�	be redelivered to the Owners in the same or as good	539	�	obstruction to navigation the Charterers shall indemnify	601
�	structure, state, condition and class as that in which she	540	�	the Owners against any sums whatsoever which the	602
�	was delivered, fair wear and tear not affecting class	541	�	Owners shall become liable to pay and shall pay in	603
�	excepted.	542	�	consequence of the Vessel becoming a wreck or	604
�	The Vessel upon redelivery shall have her survey cycles	543	�	obstruction to navigation.	605
�	up to date and trading and class certificates valid for at	544	�	�	�
�	least the number of months agreed in Box 17.	545	��21.	General Average	606
�	�	�	�	The Owners shall not contribute to General Average.	607
16.	Non-Lien	546	�	�	�
�	The Charterers will not suffer, nor permit to be continued,	547	��22.	Assignment, Sub-Charter and Sale	608
�	any lien or encumbrance incurred by them or their	548	�	(a)��The Charterers shall not assign this Charter nor	609
�	agents, which might have priority over the title and	549	�	sub-charter the Vessel on a bareboat basis except with	610
�	interest of the Owners in the Vessel. The Charterers	550	�	the prior consent in writing of the Owners, which shall	611
�	further agree to fasten to the Vessel in a conspicuous	551	�	not be unreasonably withheld, and subject to such terms	612
�	place and to keep so fastened during the Charter Period	552	�	and conditions as the Owners shall approve.	613
�	a notice reading as follows:	553	�	(b)��The Owners shall not sell the Vessel during the	614
�	“This Vessel is the property of (name of Owners). It is	554	�	currency of this Charter except with the prior written	615
�	under charter to (name of Charterers) and by the terms	555	�	consent of the Charterers, which shall not be unreason-	616
�	of the Charter Party neither the Charterers nor the	556	�	ably withheld, and subject to the buyer accepting an	617
�	Master have any right, power or authority to create, incur	557	�	assignment��of this Charter.	618
�	or permit to be imposed on the Vessel any lien	558	�	�	�
�	whatsoever.”	559	��23.	Contracts of Carriage	619
�	�		*)	(a)��The Charterers are to procure that all documents	620
17.	Indemnity	560	�	issued during the Charter Period evidencing the terms	621
�	(a)��The Charterers shall indemnify the Owners against	561	�	and conditions agreed in respect of carriage of goods	622
�	any loss, damage or expense incurred by the Owners	562	�	shall contain a paramount clause incorporating any	623
�	arising out of or in relation to the operation of the Vessel	563	�	legislation relating to carrier’s liability for cargo	624
�	by the Charterers, and against any lien of whatsoever	564	�	compulsorily applicable in the trade; if no such legislation	625
�	nature arising out of an event occurring during the	565	�	exists, the documents shall incorporate the Hague-Visby	626
�	Charter Period.��If the Vessel be arrested or otherwise	566	�	Rules. The documents shall also contain the New Jason	627
�	detained by reason of claims or liens arising out of her	567	�	Clause and the Both-to-Blame Collision Clause.	628
�	operation hereunder by the Charterers, the Charterers	568	*)	(b)��The Charterers are to procure that all passenger	629
�	shall at their own expense take all reasonable steps to	569	�	tickets issued during the Charter Period for the carriage	630
�	secure that within a reasonable time the Vessel is	570	�	of passengers and their luggage under this Charter shall	631
�	released, including the provision of bail.	571	�	contain a paramount clause incorporating any legislation	632
�	Without prejudice to the generality of the foregoing, the	572	�	relating to carrier’s liability for passengers and their	633
�	Charterers agree to indemnify the Owners against all	573	�	luggage compulsorily applicable in the trade; if no such	634
�	consequences or liabilities arising from the Master,	574	�	legislation exists, the passenger tickets shall incorporate	635
�	officers or agents signing Bills of Lading or other	575	�	the Athens Convention Relating to the Carriage of	636
�	documents.	576	�	Passengers and their Luggage by Sea, 1974, and any	637
�	(b)��If the Vessel be arrested or otherwise detained by	577	�	protocol thereto.	638
�	reason of a claim or claims against the Owners, the	578	*)	Delete as applicable.	639
�	Owners shall at their own expense take all reasonable	579	�	Charterers further procure that all documents issued	�
�	steps to secure that within a reasonable time the Vessel	�	�	as per a) above shall name Charterers as carriers.	�
�	is released, including the provision of bail.	580	��24.	Bank Guarantee	640
�	In such circumstances the Owners shall indemnify the	581	�	(Optional, only to apply if Box 27 filled in)	641
�	Charterers against any loss, damage or expense	582	�	The Charterers undertake to furnish, before delivery of	642
�	incurred by the Charterers (including hire paid under	583	�	the Vessel, a first class bank guarantee or bond in the	643
�	this Charter) as a direct consequence of such arrest or	584	�	sum and at the place as indicated in Box 27 as guarantee	644
�	detention.	585	�	for full performance of their obligations under this	645
�	�	586	�	Charter.	646
18.	Lien	�	�	�	�
�	The Owners to have a lien upon all cargoes, sub-hires	587	��25.	Requisition/Acquisition	647
�	and sub-freights belonging or due to the Charterers or	588	�	(a)��In the event of the Requisition for Hire of the Vessel	648
�	any sub-charterers and any Bill of Lading freight for all	589	�	by any governmental or other competent authority	649
�	claims under this Charter, and the Charterers to have a	590	�	(hereinafter referred to as “Requisition for Hire”)	650
�	lien on the Vessel for all moneys paid in advance and	591	�	irrespective of the date during the Charter Period when	651
�	not earned.	592	�	“Requisition for Hire” may occur and irrespective of the	652
�	�	593	�	length thereof and whether or not it be for an indefinite	�653

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	or a limited period of time, and irrespective of whether it	654	�	the same time as the next payment of hire is due.		721
�	may or will remain in force for the remainder of the	655	�	(e)��The Charterers shall have the liberty:		722
�	Charter Period, this Charter shall not be deemed thereby	656	�	(i)	to comply with all orders, directions, recommend-	723
�	or thereupon to be frustrated or otherwise terminated	657	�	ations or advice as to departure, arrival, routes,		724
�	and the Charterers shall continue to pay the stipulated	658	�	sailing in convoy, ports of call, stoppages,		725
�	hire in the manner provided by this Charter until the time	659	�	destinations, discharge of cargo, delivery, or in any		726
�	when the Charter would have terminated pursuant to	660	�	other way whatsoever, which are given by the		727
�	any of the provisions hereof always provided however	661	�	Government of the Nation under whose flag the		728
�	that in the event of “Requisition for Hire” any Requisition	662	�	Vessel sails, or any other Government, body or		729
�	Hire or compensation received or receivable by the	663	�	group whatsoever acting with the power to compel		730
�	Owners shall be payable to the Charterers during the	664	�	compliance with their orders or directions;		731
�	remainder of the Charter Period or the period of the	665	�	(ii)	to comply with the orders, directions or recom-	732
�	“Requisition for Hire” whichever be the shorter.	666	�	mendations of any war risks underwriters who have		733
�	(b) In the event of the Owners being deprived of their	667	�	the authority to give the same under the terms of		734
�	ownership in the Vessel by any Compulsory Acquisition	668	�	the war risks insurance;		735
�	of the Vessel or requisition for title by any governmental	669	�	(iii)	to comply with the terms of any resolution of the	736
�	or other competent authority (hereinafter referred to as	670	�	Security Council of the United Nations, any		737
�	“Compulsory Acquisition”), then, irrespective of the date	671	�	directives of the European Community, the effective		738
�	during the Charter Period when “Compulsory Acqui-	672	�	orders of any other Supranational body which has		739
�	sition” may occur, this Charter shall be deemed	673	�	the right to issue and give the same, and with		740
�	terminated as of the date of such “Compulsory	674	�	national laws aimed at enforcing the same to which		741
�	Acquisition”. In such event Charter Hire to be considered	675	�	the Owners are subject, and to obey the orders		742
�	as earned and to be paid up to the date and time of	676	�	and directions of those who are charged with their		743
�	such “Compulsory Acquisition”.	677	�	enforcement.		744
�	�	�	�	(f)���In the event of outbreak of war (whether there be a		745
26.	War	678	�	declaration of war or not) (i) between any two or more		746
�	(a)��For the purpose of this Clause, the words “War	679	�	of the following countries: the United States of America;		747
�	Risks” shall include any war (whether actual or	680	�	Russia; the United Kingdom; France; and the People’s		748
�	threatened), act of war, civil war, hostilities, revolution,	681	�	Republic of China, (ii) between any two or more of the		749
�	rebellion, civil commotion, warlike operations, the laying	682	�	countries stated in Box 36, both the Owners and the		750
�	of mines (whether actual or reported), acts of piracy,	683	�	Charterers shall have the right to cancel this Charter,		751
�	acts of terrorists, acts of hostility or malicious damage,	684	�	whereupon the Charterers shall redeliver the Vessel to		752
�	blockades (whether imposed against all vessels or	685	�	the Owners in accordance with Clause 15, if the Vessel		753
�	imposed selectively against vessels of certain flags or	686	�	has cargo on board after discharge thereof at		754
�	ownership, or against certain cargoes or crews or	687	�	destination, or if debarred under this Clause from		755
�	otherwise howsoever), by any person, body, terrorist or	688	�	reaching or entering it at a near, open and safe port as		756
�	political group, or the Government of any state	689	�	directed by the Owners, or if the Vessel has no cargo		757
�	whatsoever, which may be dangerous or are likely to be	690	�	on board, at the port at which the Vessel then is or if at		758
�	or to become dangerous to the Vessel, her cargo, crew	691	�	sea at a near, open and safe port as directed by the		759
�	or other persons on board the Vessel.	692	�	Owners. In all cases hire shall continue to be paid in		760
�	(b)��The Vessel, unless the written consent of the	693	�	accordance with Clause 11 and except as aforesaid all		761
�	Owners be first obtained, shall not continue to or go	694	�	other provisions of this Charter shall apply until		762
�	through any port, place, area or zone (whether of land	695	�	redelivery.		763
�	or sea), or any waterway or canal, where it reasonably	696	��27.	Commission		764
�	appears that the Vessel, her cargo, crew or other	697	�	The Owners to pay a commission at the rate indicated		765
�	persons on board the Vessel, in the reasonable	698	�	in Box 33 to the Brokers named in Box 33 on any hire		766
�	judgement of the Owners, may be, or are likely to be,	699	�	paid under the Charter. If no rate is indicated in Box 33,		767
�	exposed to War Risks. Should the Vessel be within any	700	�	the commission to be paid by the Owners shall cover		768
�	such place as aforesaid, which only becomes danger-	701	�	the actual expenses of the Brokers and a reasonable		769
�	ous, or is likely to be or to become dangerous, after her	702	�	fee for their work.		770
�	entry into it, the Owners shall have the right to require	703	�	If the full hire is not paid owing to breach of the Charter		771
�	the Vessel to leave such area.	704	�	by either of the parties the party liable therefore shall		772
�	(c)��The Vessel shall not load contraband cargo, or to	705	�	indemnify the Brokers against their loss of commission.		773
�	pass through any blockade, whether such blockade be	706	�	Should the parties agree to cancel the Charter, the		774
�	imposed on all vessels, or is imposed selectively in any	707	�	Owners shall indemnify the Brokers against any loss of		775
�	way whatsoever against vessels of certain flags or	708	�	commission but in such case the commission shall not		776
�	ownership, or against certain cargoes or crews or	709	�	exceed the brokerage on one year’s hire.		777
�	otherwise howsoever, or to proceed to an area where	710	�	�		�
�	she shall be subject, or is likely to be subject to a	711				778
�	belligerent’s right of search and/or confiscation.	712	�28.	Termination		779
�	(d)��If the insurers of the war risks insurance, when	713	�	(a)��Charterers’ Default		780
�	Clause 14 is applicable, should require payment of	714	�	The Owners shall be entitled to withdraw the Vessel from		781
�	premiums and/or calls because, pursuant to the	715	�	the service of the Charterers and terminate the Charter		782
�	Charterers’orders, the Vessel is within, or is due to enter	716	�	with immediate effect by written notice to the Charterers if:		783
�	and remain within, any area or areas which are specified	717	�	(i) ���the Charterers fail to pay hire in accordance with		784
�	by such insurers as being subject to additional premiums	718	�	Clause 11.���However, where there is a failure to		785
�	because of War Risks, then such premiums and/or calls	719	�	make punctual payment of hire due to oversight,		786
�	shall be reimbursed by the Charterers to the Owners at	720	�	negligence, errors or omissions on the part of the

�

��

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	�	Charterers or their bankers, the Owners shall give	787	�	from the Charterers at her current or next port of call, or	854
�	�	the Charterers written notice of the number of clear	788	�	at a port or place convenient to them without hindrance	855
�	�	banking days stated in Box 34 (as recognised at	789	�	or interference by the Charterers, courts or local	856
�	�	the agreed place of payment) in which to rectify	790	�	authorities.��Pending physical repossession of the Vessel	857
�	�	the failure, and when so rectified within such	791	�	in accordance with this Clause 29, the Charterers shall	858
�	�	number of days following the Owners’ notice, the	792	�	hold the Vessel exercising due diligence as gratuitous	�
�	�	payment shall stand as regular and punctual.	�	�	bailee only to the Owners.	859
�	�	Failure by the Charterers to pay hire within the	793	�	The Owners shall arrange for an authorised represent-	860
�	�	number of days stated in Box 34 of their receiving	794	�	ative to board the Vessel as soon as reasonably	861
�	�	the Owners’ notice as provided herein, shall entitle	795	�	practicable following the termination of the Charter.��The	862
�	�	the Owners to withdraw the Vessel from the service	796	�	Vessel shall be deemed to be repossessed by the	863
�	�	of the Charterers and terminate the Charter without	797	�	Owners from the Charterers upon the boarding of the	864
�	�	further notice;	798	�	Vessel by the Owners’ representative.��All arrangements	865
�	(ii)	the Charterers fail to comply with the requirements of:	799	�	and expenses relating to the settling of wages,	866
�	�	(1) Clause 6 (Trading Restrictions)	800	�	disembarkation and repatriation of the Charterers’	867
�	�	(2) Clause 13(a) (Insurance and Repairs)	801	�	Master, officers and crew shall be the sole responsibility	868
�	�	provided that the Owners shall have the option, by	802	�	of the Charterers.	869
�	�	written notice to the Charterers, to give the	803	�	�	�
�	�	Charterers a specified but reasonable number of days	804	30.�	Dispute Resolution	870
�	�	grace within	805	�*)	(a)��This Contract shall be governed by and construed	871
�	�	which to rectify the failure without prejudice to the	806	�	in accordance with English law and any dispute arising	872
�	�	Owners’ right to withdraw and terminate under this	807	�	out of or in connection with this Contract shall be referred	873
�	�	Clause if the Charterers fail to comply with such	808	�	to arbitration in London in accordance with the Arbitration	874
�	�	notice;	809	�	Act 1996 or any statutory modification or re-enactment	875
�	(iii)	the Charterers fail to rectify any failure to comply	810	�	thereof save to the extent necessary to give effect to	876
�	�	with the requirements of sub-clause 10(a)(i)	811	�	the provisions of this Clause.	877
�	�	(Maintenance and Repairs) as soon as practically	812	�	The arbitration shall be conducted in accordance with	878
�	�	possible after the Owners have requested them in	813	�	the London Maritime Arbitrators Association (LMAA)	879
�	�	writing so to do and in any event so that the Vessel’s	814	�	Terms current at the time when the arbitration proceed-	880
�	�	insurance cover is not prejudiced.	815	�	ings are commenced.	881
�	(b)	Owners’ Default	816	�	The reference shall be to three arbitrators.���A party	882
�	If the Owners shall by any act or omission be in breach		817	�	wishing to refer a dispute to arbitration shall appoint its	883
�	of their obligations under this Charter to the extent that		818	�	arbitrator and send notice of such appointment in writing	884
�	the Charterers are deprived of the use of the Vessel		819	�	to the other party requiring the other party to appoint its	885
�	and such breach continues for a period of fourteen (14)		820	�	own arbitrator within 14 calendar days of that notice and	886
�	running days after written notice thereof has been given		821	�	stating that it will appoint its arbitrator as sole arbitrator	887
�	by the Charterers to the Owners, the Charterers shall		822	�	unless the other party appoints its own arbitrator and	888
�	be entitled to terminate this Charter with immediate effect		823	�	gives notice that it has done so within the 14 days	889
�	by written notice to the Owners.		824	�	specified.���If the other party does not appoint its own	890
�	(c)��Loss of Vessel		825	�	arbitrator and give notice that it has done so within the	891
�	This Charter shall be deemed to be terminated if the		826	�	14 days specified, the party referring a dispute to	892
�	Vessel becomes a total loss or is declared as a		827	�	arbitration may, without the requirement of any further	893
�	constructive or compromised or arranged total loss.��For		828	�	prior notice to the other party, appoint its arbitrator as	894
�	the purpose of this sub-clause, the Vessel shall not be		829	�	sole arbitrator and shall advise the other party	895
�	deemed to be lost unless she has either become an		830	�	accordingly.���The award of a sole arbitrator shall be	896
�	actual total loss or agreement has been reached with		831	�	binding on both parties as if he had been appointed by	897
�	her underwriters in respect of her constructive,		832	�	agreement.	898
�	compromised or arranged total loss or if such agreement		833	�	Nothing herein shall prevent the parties agreeing in	899
�	with her underwriters is not reached it is adjudged by a		834	�	writing to vary these provisions to provide for the	900
�	competent tribunal that a constructive loss of the Vessel		835	�	appointment of a sole arbitrator.	901
�	has occurred.		836	�	In cases where neither the claim nor any counterclaim	902
�	(d)��Either party shall be entitled to terminate this		837	�	exceeds the sum of US$50,000 (or such other sum as	903
�	Charter with immediate effect by written notice to the		838	�	the parties may agree) the arbitration shall be conducted	904
�	other party���in the event of an order being made or		839	�	in accordance with the LMAA Small Claims Procedure	905
�	resolution passed for the winding up, dissolution,		840	�	current at the time when the arbitration proceedings are	906
�	liquidation or bankruptcy of the other party (otherwise		841	�	commenced.	907
�	than for the purpose of reconstruction or amalgamation)		842	*)	(b)��This Contract shall be governed by and construed	908
�	or if a receiver is appointed, or if it suspends payment,		843	�	in accordance with Title 9 of the United States Code	909
�	ceases to carry on business or makes any special		844	�	and the Maritime Law of the United States and���any	910
�	arrangement or composition with its creditors.		845	�	dispute��arising out of or in connection with this Contract	911
�	(e)��The termination of this Charter shall be without		846	�	shall be referred to three persons at New York, one to	912
�	prejudice to all rights accrued due between the parties		847	�	be appointed by each of the parties hereto, and the third	913
�	prior to the date of termination and to any claim that		848	�	by the two so chosen; their decision or that of any two	914
�	either party might have.		849	�	of them shall be final, and for the purposes of enforcing	915
�	�		�	�	any award,��judgement may be entered on an award by	916
29.	Repossession		850	�	any court of competent jurisdiction.���The proceedings	917
�	In the event of the termination of this Charter in		851	�	shall be conducted in accordance with the rules of the	918
�	accordance with the applicable provisions of Clause 28,		852	�	Society of Maritime Arbitrators, Inc.	919
�	the Owners shall have the right to repossess the Vessel		853	�	In cases where neither the claim nor any counterclaim	920

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	exceeds the sum of US$50,000 (or such other sum as		921	�	�	fact may be brought to the attention of the Tribunal	958
�	the parties may agree) the arbitration shall be conducted		922	�	�	and may be taken into account by the Tribunal when	959
�	in accordance with the Shortened Arbitration Procedure		923	�	�	allocating the costs of the arbitration as between	960
�	of the Society of Maritime Arbitrators, Inc.���current at		924	�	�	the parties.	961
�	the time when the arbitration proceedings are commenced.		925	�	(iv)	The mediation shall not affect the right of either	962
*)	(c)��This Contract shall be governed by and construed		926	�	�	party to seek such relief or take such steps as it	963
�	in accordance with the laws of the place mutually agreed		927	�	�	considers necessary to protect its interest.	964
�	by the parties and any dispute arising out of or in		928	�	(v)	Either party may advise the Tribunal that they have	965
�	connection with this Contract shall be referred to		929	�	�	agreed to mediation. The arbitration procedure shall	966
�	arbitration at a mutually agreed place, subject to the		930	�	�	continue during the conduct of the mediation but	967
�	procedures applicable there.		931	�	�	the Tribunal may take the mediation timetable into	968
�	(d)��Notwithstanding (a), (b) or (c) above, the parties		932	�	�	account when setting the timetable for steps in the	969
�	may agree at any time to refer to mediation any		933	�	�	arbitration.	970
�	difference and/or dispute arising out of or in connection		934	�	(vi)	Unless otherwise agreed or specified in the	971
�	with this Contract.		935	�	�	mediation terms, each party shall bear its own costs	972
�	In the case of a dispute in respect of which arbitration		936	�	�	incurred in the mediation and the parties shall share	973
�	has been commenced under (a), (b) or (c) above, the		937	�	�	equally the mediator’s costs and expenses.	974
�	following shall apply:-		938	�	(vii)	The mediation process shall be without prejudice	975
�	(i)	Either party may at any time and from time to time	939	�	�	and confidential and no information or documents	976
�	�	elect to refer the dispute or part of the dispute to	940	�	�	disclosed during it shall be revealed to the Tribunal	977
�	�	mediation by service on the other party of a written	941	�	�	except to the extent that they are disclosable under	978
�	�	notice (the “Mediation Notice”) calling on the other	942	�	�	the law and procedure governing the arbitration.	979
�	�	party to agree to mediation.	943	�	�	(Note: The parties should be aware that the mediation	980
�	(ii)	The other party shall thereupon within 14 calendar	944	�	�	process may not necessarily interrupt time limits.)	981
�	�	days of receipt of the Mediation Notice confirm that	945	(e)	If Box 35 in Part I is not appropriately filled in, sub-clause		982
�	�	they agree to mediation, in which case the parties	946	�	30(a) of this Clause shall apply. Sub-clause 30(d) shall		983
�	�	shall thereafter agree a mediator within a further	947	�	apply in all cases.		984
�	�	14 calendar days, failing which on the application	948	*)	Sub-clauses 30(a), 30(b) and 30(c) are alternatives;		985
�	�	of either party a mediator will be appointed promptly	949	�	indicate alternative agreed in Box 35.		986
�	�	by the Arbitration Tribunal (“the Tribunal”) or such	950	�	�		�
�	�	person as the Tribunal may designate for that	951	��31.	Notices		987
�	�	purpose.��The mediation shall be conducted in such	952	�	(a)��Any notice to be given by either party to the other		988
�	�	place and in accordance with such procedure and	953	�	party shall be in writing and may be sent by fax, telex,		989
�	�	on such terms as the parties may agree or, in the	954	�	registered or recorded mail or by personal service.		990
�	�	event of disagreement, as may be set by the	955	�	(b)��The address of the Parties for service of such		991
�	�	mediator.	956	�	communication shall be as stated in Boxes 3 and 4		992
�	�(iii)	If the other party does not agree to mediate, that	957	�	respectively.		993

�

�

“BARECON 2001” Standard Bareboat Charter

�	�	�	OPTIONAL
�	�	�	PART

�

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

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

�

1.	Specifications and Building Contract	1	�	�	and upon and after such acceptance, subject to Clause	69
�	(a)��The Vessel shall be constructed in accordance with	2	�	�	1(d), the Charterers shall not be entitled to make any claim	70
�	the Building Contract (hereafter called “the Building	3	�	�	against the Owners in respect of any conditions,	71
�	Contract”) as annexed to this Charter, made between the	4	�	�	representations or warranties, whether express or implied,	72
�	Builders and the Owners and in accordance with the	5	�	�	as to the seaworthiness of the Vessel or in respect of delay	73
�	specifications and plans annexed thereto, such Building	6	�	�	in delivery.	74
�	Contract, specifications and plans having been counter-	7	�	�	(b)��If for any reason other than a default by the Owners	75
�	signed as approved by the Charterers.	8	�	�	under the Building Contract, the Builders become entitled	76
�	(b)��No change shall be made in the Building Contract or	9	�	�	under that Contract not to deliver the Vessel to the Owners,	77
�	in the specifications or plans of the Vessel as approved by	10	�	�	the Owners shall upon giving to the Charterers written	78
�	the Charterers as aforesaid, without the Charterers’	11	�	�	notice of Builders becoming so entitled, be excused from	79
�	consent.	12	�	�	giving delivery of the Vessel to the Charterers and upon	80
�	(c)��The Charterers shall have the right to send their	13	�	�	receipt of such notice by the Charterers this Charter shall	81
�	representative to the Builders’ Yard to inspect the Vessel	14	�	�	cease to have effect.	82
�	during the course of her construction to satisfy themselves	15	�	�	(c)��If for any reason the Owners become entitled under	83
�	that construction is in accordance with such approved	16	�	�	the Building Contract to reject the Vessel the Owners shall,	84
�	specifications and plans as referred to under sub-clause	17	�	�	before exercising such right of rejection, consult the	85
�	(a) of this Clause.	18	�	�	Charterers and thereupon	86
�	(d)��The Vessel shall be built in accordance with the	19	�	�	(i) if the Charterers do not wish to take delivery of the Vessel	87
�	Building Contract and shall be of the description set out	20	�	�	they shall inform the Owners within seven (7) running days	88
�	therein. Subject to the provisions of sub-clause 2(c)(ii)	21	�	�	by notice in writing and upon receipt by the Owners of such	89
�	hereunder,���the Charterers shall be bound to accept the	22	�	�	notice this Charter shall cease to have effect; or	90
�	Vessel from the Owners, completed and constructed in	23	�	�	(ii) if the Charterers wish to take delivery of the Vessel	91
�	accordance with the Building Contract, on the date of	24	�	�	they may by notice in writing within seven (7) running days	92
�	delivery by the Builders.���The Charterers undertake that	25	�	�	require the Owners to negotiate with the Builders as to the	93
�	having accepted the Vessel they will not thereafter raise	26	�	�	terms on which delivery should be taken and/or refrain from	94
�	any claims against the Owners in respect of the Vessel’s	27	�	�	exercising their right to rejection and upon receipt of such	95
�	performance or specification or defects, if any.	28	�	�	notice the Owners shall commence such negotiations and/	96
�	Nevertheless,���in respect of any repairs, replacements or	29	�	�	or take delivery of the Vessel from the Builders and deliver	97
�	defects which appear within the first 12 months from	30	�	�	her to the Charterers;	98
�	delivery by the Builders, the Owners shall���endeavour to	31	�	�	(iii) in no circumstances shall the Charterers be entitled to	99
�	compel the Builders to repair, replace or remedy any defects	32	�	�	reject the Vessel unless the Owners are able to reject the 100	�
�	or to recover from the Builders any expenditure incurred in	33	�	�	Vessel from the Builders;	101
�	carrying out such repairs, replacements or remedies.	34	�	�	(iv) if this Charter terminates under sub-clause (b) or (c) of 102	�
�	However, the Owners’ liability to the Charterers shall be	35	�	�	this Clause, the Owners shall thereafter not be liable to the 103	�
�	limited��to the extent the Owners have a valid claim against	36	�	�	Charterers for any claim under or arising out of this Charter 104	�
�	the Builders under the guarantee clause of the Building	37	�	�	or its termination.	105
�	Contract (a copy whereof has been supplied to the	38	�	�	(d) Any liquidated damages for delay in delivery under the 106	�
�	Charterers). The Charterers shall be bound to accept such	39	�	�	Building Contract and any costs incurred in pursuing a claim 107	�
�	sums as the Owners are reasonably able to recover under	40	�	�	therefor shall accrue to the account of the party stated in 108	�
�	this Clause and shall make no further claim on the Owners	41	�	�	Box 41(c) or if not filled in shall be shared equally between 109	�
�	for the difference between the amount(s) so recovered and	42	�	�	the parties.	110
�	the actual expenditure on repairs, replacement or	43	�	�	�	�
�	remedying defects or for any loss of time incurred.	44	�	3.	Guarantee Works	111
�	Any liquidated damages for physical defects or deficiencies	45	�	�	If not otherwise agreed, the Owners authorise the 112	�
�	shall accrue to the account of the party stated in Box 41(a)	46	�	�	Charterers to arrange for the guarantee works to be	113
�	or if not filled in shall be shared equally between the parties.	47	�	�	performed in accordance with the building contract terms, 114	�
�	The costs of pursuing a claim or claims against the Builders	48	�	�	and hire to continue during the period of guarantee works. 115	�
�	under this Clause (including any liability to the Builders)	49	�	�	The Charterers have to advise the Owners about the 116	�
�	shall be borne by the party stated in Box 41(b) or if not	50	�	�	performance to the extent the Owners may request.	117
�	filled in shall be shared equally between the parties.	51	�	�	�	�
�	�	�	�	4.	Name of Vessel	118
2.	Time and Place of Delivery	52	�	�	The name of the Vessel shall be mutually agreed between 119	�
�	(a)��Subject to the Vessel having completed her	53	�	�	the Owners and the Charterers and the Vessel shall be 120	�
�	acceptance trials including trials of cargo equipment in	54	�	�	painted in the colours, display the funnel insignia and fly 121	�
�	accordance with the Building Contract and specifications	55	�	�	the house flag as required by the Charterers.	122
�	to the satisfaction of the Charterers, the Owners shall give	56	�	�	�	�
�	and the Charterers shall take delivery of the Vessel afloat	57	�	5.	Survey on Redelivery	123
�	when ready for delivery and properly documented at the	58	�	�	The Owners and the Charterers shall appoint surveyors 124	�
�	Builders’ Yard or some other safe and readily accessible	59	�	�	for the purpose of determining and agreeing in writing the 125	�
�	dock, wharf or place as may be agreed between the parties	60	�	�	condition of the Vessel at the time of re-delivery.	126
�	hereto and the Builders. Under the Building Contract the	61	�	�	Without prejudice to Clause 15 (Part II), the Charterers 127	�
�	Builders have estimated that the Vessel will be ready for	62	�	�	shall bear all survey expenses and all other costs, if any, 128	�
�	delivery to the Owners as therein provided but the delivery	63	�	�	including the cost of docking and undocking, if required, 129	�
�	date for the purpose of this Charter shall be the date when	64	�	�	as well as all repair costs incurred. The Charterers shall 130	�
�	the Vessel is in fact ready for delivery by the Builders after	65	�	�	also bear all loss of time spent in connection with any 131	�
�	completion of trials whether that be before or after as	66	�	�	docking and undocking as well as repairs, which shall be 132	�
�	indicated in the Building Contract. The Charterers shall not	67	�	�	paid at the rate of hire per day or pro rata.	133
�	be entitled to refuse acceptance of delivery of the Vessel	68	�	�	�	�

�

�

“BARECON 2001” Standard Bareboat Charter

�	�	OPTIONAL
�	�	PART

�

PART IV

HIRE/PURCHASE AGREEMENT

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

�

�	During the currency of this charter On expiration of this Charter and			�	claims. Any taxes, notarial, consular and other charges	22
�	provided the Charterers	1	�	�	and expenses connected with the purchase and	23
�	have fulfilled their obligations according to Part I and II	2	�	�	registration under Buyers’ flag, shall be for Buyers’	24
�	as well as Part III, if applicable, it is agreed, that on	3	�	�	account. Any taxes, consular and other charges and	25
�	payment of the final payment of hire as per Clause 11	4	�	�	expenses connected with closing of the Sellers’ register,	26
�	the Charterers��have the option and obligation to purchase	�	�	�	shall be for Sellers’ account.	27
�	purchased the Vessel with	5	�	�	In exchange for payment of purchase option price the last
�	everything belonging to her as per rider clause 3 and the Vessel is		�	�	month’s hire	28
�	fully paid	6	�	�	instalment,	�
�	for.	7	�	�	the Sellers shall furnish the Buyers with a	29
�	�	�	�	�	Bill of Sale duly attested and legalized, together with a	30
�	In the following paragraphs the Owners are referred to	8	�	�	certificate��issued by the competent authorities stating that	�
�	as the Sellers and the Charterers as the Buyers	9	�	�	the vessel is free from registered encumbrances	�
�	�	�	�	�	setting out the registered encumbrances, if	31
�	The Vessel shall be delivered by the Sellers and taken	10	�	�	any. On delivery of the Vessel the Sellers shall provide	32
�	over by the Buyers on expiration of the Charter.	11	�	�	for deletion of the Vessel from the Ship’s Register and	33
�	�	�	�	�	deliver a certificate of deletion to the Buyers.	34
�	The Sellers guarantee that the Vessel, at the time of	12	�	�	The Sellers shall, at the time of delivery, hand to the	35
�	delivery, is free from all encumbrances and maritime	13	�	�	Buyers all classification certificates (for hull, engines,	36
�	liens or any debts whatsoever other than those arising	14	�	�	anchors, chains, etc.), as well as all plans which may	37
�	from anything done or not done by the Buyers or any	15	�	�	be in Sellers’ possession.	38
�	existing mortgage agreed not to be paid off by the time	16	�	�	�	�
�	of delivery.	�	�	�	The Wireless Installation and Nautical Instruments,	39
�	Should any claims, which have been incurred	17	�	�	unless on hire, shall be included in the sale without any	40
�	prior to the time of delivery be made against the Vessel,	18	�	�	extra payment.	41
�	the Sellers hereby undertake to indemnify the Buyers	19	�	�	�	�
�	against all consequences of such claims to the extent it	20	�	�	The Vessel with everything belonging to her shall be at	42
�	can be proved that the Sellers are responsible for such	21	�	�	Sellers’ risk and expense until she is delivered to the	43
�	�	�	�	�	Buyers, subject to the conditions of this Contract and	44
�	�	�	�	�	the Vessel with everything belonging to her shall be	45
�	�	�	�	�	delivered and taken over as she is at the time of delivery,	46
�	�	�	�	�	after which the Sellers shall have no responsibility for	47
�	�	�	�	�	possible faults or deficiencies of any description.	48
�	�	�	�	�	�	�
�	�	�	�	�	The Buyers undertake to pay for the repatriation of the	49
�	�	�	�	�	Master, officers and other personnel if appointed by the	50
�	�	�	�	�	Sellers to the port where the Vessel entered the Bareboat	51
�	�	�	�	�	Charter as per Clause 3 (Part II) or to pay the equivalent	52
�	�	�	�	�	cost for their journey to any other place.	53

�

PART V

PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY

(Optional, only to apply if expressly agreed and stated in Box 43)

�

1.	Definitions	1	�	3.	Termination of Charter by Default	17
�	For the purpose of this PART V, the following terms shall	2	�	�	If the Vessel chartered under this Charter is registered	18
�	have the meanings hereby assigned to them:	3	�	�	in a Bareboat Charter Registry as stated in Box 44, and	19
�	“The Bareboat Charter Registry” shall mean the registry	4	�	�	if the Owners shall default in the payment of any amounts	20
�	of the State whose flag the Vessel will fly and in which	5	�	�	due under the mortgage(s) specified in Box 28, the	21
�	the Charterers are registered as the bareboat charterers	6	�	�	Charterers shall, if so required by the mortgagee, direct	22
�	during the period of the Bareboat Charter.	7	�	�	the Owners to re-register the Vessel in the Underlying	23
�	“The Underlying Registry” shall mean the registry of the	8	�	�	Registry as shown in Box 45.	24
�	State in which the Owners of the Vessel are registered	9	�	�	In the event of the Vessel being deleted from the	25
�	as Owners and to which jurisdiction and control of the	10	�	�	Bareboat Charter Registry as stated in Box 44, due to a	26
�	Vessel will revert upon termination of the Bareboat	11	�	�	default by the Owners in the payment of any amounts	27
�	Charter Registration.	12	�	�	due under the mortgage(s), the Charterers shall have	28
�	�	�	�	�	the right to terminate this Charter forthwith and without	29
2.	Mortgage	13	�	�	prejudice to any other claim they may have against the	30
�	The Vessel chartered under this Charter is financed by	14	�	�	Owners under this Charter.	31
�	a mortgage and the provisions of Clause 12(b) (Part II)	15	�	�	�	�
�	shall apply.	16	�	�	�	�

�

��

1.����������Down Payment

�

Subject to the finalization of the amount of the Initial Trade Debt Obligation (the “Initial Trade Debt Obligation”) as per Appendix C, which shall be completed by December 31, 2014 and shall not exceed a variation of more than 5% of the Initial Trade Debt Obligations as per Appendix C, Charterers to pay a share payment amount of USD two million one hundred sixty seven thousand three hundred twenty one and fifty seven cents ($ 2,167,321.57) payable in NEWLEAD HOLDINGS’ LTD. (“NewLead”) common shares (the “Shares”) with relevant true up provisions as in clause 5 in the Rider Clauses (the “Share Payment”) on delivery of the vessel to Owners' designated Brokerage Account. Upon finalization of the amount of the Initial Trade Debt Obligation, if more Shares need to be issued so as to reflect the finalized Share Payment, they shall be issued until January 5, 2015. In case the number of Shares which has been issued exceeds the finalized Share Payment, the Owners shall return to the Charters the respective Shares until January 5, 2015. This payment will be considered as a part payment of the vessel's price in the event that the Purchase Option or when the Purchase Obligation is exercised. In the event of termination under Clause 25 (b) due to default of Owners, or 28 (c) or termination by the Charterers under Clause 28 (d) of the Charter or in case the Purchase Option or Obligation will not be exercised either due to force majeure or fault of the Owners the Share Payment shall be immediately repaid to the Charterers.

�

At the time that the Purchase Option or when the Purchase Obligation is exercised the Charterers shall pay to the Owners USD sixty one thousand six hundred thirty eight and seven cents ($ 61,638.07) payable in NewLead’s common shares which is the book value of the bunkers onboard on MT IOLI on the date of the delivery of the vessel. In the event of termination under Clause 25 (b) due to default of Owners, or 28 (c) or termination by the Charterers under Clause 28 (d) of the Charter or in case the Purchase Option or Obligation will not be exercised either due to force majeure or fault of the Owners, the vessel shall be returned to the Owners containing the same quantity of bunkers (IFO 74.565 Tns, MGO 4.422 Tns, ENGINE OIL 1875.000 Ltrs, GENERATOR OIL 500.000 Ltrs, THERMOIL 1800.000 Ltrs, HYDRAULIC 0.000 Ltrs) as the date it was delivered to the Charterers.

�

2.����������Hire

�

Hire payment is to cover Owners’ interest obligations under the Financial Instrument (the “Financial Instrument”) (as per the appendix A). The hire is to be paid in installments on a quarterly basis in arrears on the dates corresponding to the Financial Instrument repayment dates and will amount to the actual interest part of the repayment of the Financial Instrument. The Owners will provide to the Charterers the bank slip evidencing the actual interest amounts payable at least fifteen (15) days prior the payment date. The calculations provided in Appendix B illustrate the expected hire with an assumed Libor of 0.50%. For the calculation of the interest part, the actual hire is expected to be different due to Libor rate’s variations. The interest calculation will also differ in case the Charterers exercise their option to repay the Capital as provided below to rider clause 3. Following each payment of Interest (or Principal under the option provided below to rider clause 3) to the Bank, the Owners will provide supporting documentation from the Bank to the Charterers, showing that the Charterers used the hire for paying down the Financial Instrument and/or interest thereon. The Owners undertake and guarantee that the sole use of the Hire payment is to repay down the Financial Instrument and will not cover with that money any other obligations nor distribute any dividends to the shareholders.

�

3.����������Purchase Option and Obligation

�

Charterers to have a Purchase Option and the Owners the obligation to sell the vessel exercisable at any time during the duration of the current Charter (the “Charter”) (the “Purchase Option”). The Purchase Option price to be the vessel's outstanding loan amount, which is the Capital as it is defined here below, at the date of the exercise of the option as it may be reduced pursuant to the third paragraph here below, plus the interest accrued under the Financial Instrument during the period from the last payment of principal and interest pursuant to the Financial Instrument until delivery to buyers, plus any amounts remaining unpaid under the Initial Trade Debt (as per appendix C.

�

�

Charterers to have the Obligation (the “Purchase Obligation”) to purchase and the Owners the obligation to sell the vessel to the Charterers at the end of the duration of the Charter as per Box 21 (which matches to the maturity date according to the Financial Instrument) at a price of USD three million twenty five thousand (3,025,000) (the “Capital”), as may be reduced in Capital pursuant to the following paragraph, plus any amount remaining under the Initial Trade Debt Obligation as per appendix C.

�

Charterers to have the option, on their sole discretion, to prepay part or all of the Capital of the Financial Instrument that is attributed to M/T IOLI (the vessel owned by the Owners) of USD three million twenty five thousand (3,025,000) at any time on the Charterers’ option. Any amount paid to the Owners under this provision shall be reduced from the Capital as described on the previous paragraph. In case the Charterers will not exercise the Purchase Option or Obligation either due to force majeure or fault of the Owners, the Owners will return any amount paid to the Charterers as part of the Capital of the Financial Instrument as described here above.

�

The Charterers may on their option prepay any amount of the Initial Trade Debt Obligation as per appendix C during the term of this Charter or at the Purchase Option or Purchase Obligation dates. The Charterers may on their sole option pay directly any vendors (as defined in the Appendix C). In case the Charterers will not exercise the Purchase Option or Obligation, either due to force majeure or fault of the Owners, the Owners will return any amount paid to the Charterers as part of the Initial Trade Debt Obligations as described here above.

�

Charterers to give the Owners written notice of their exercise of the Purchase Option approximately 30 days prior to the date of estimated delivery of the vessel pursuant to such option and 30/20/15/7/5 days approximate and 3/1 days definite notice of the vessel's delivery.

�

4.���������The Owners undertake and guarantee that aside from the encumbrances that already exist in favor of the Financial Instrument they will not create any additional mortgage, lien, debt, assignment over, or other security interest whatsoever in the vessel. Additionally they undertake and guarantee that they will not alter any repayment terms on the Financial Instrument unless they obtain consent in writing by the Charterer.

�

5.���������If at any time and always within the duration of the Charter :

a) the trading value of the Shares is less than the value at the date of issuance and/or

b) the total amount which the Owners have received as consideration in respect of the sale of all or any part of the Shares (the “Sold Amount”), come to a total less than the Share Payment amount,

then Owners shall immediately issue to the Charterers a notice in writing, which shall be in a form acceptable by the Charterers, confirming the Sold Amount received as per Rider Clause 5 b), the sale date(s) of the Shares and the stock price of the sold Shares on the date(s) those Shares were sold, which shall not be less than the price of common stock of NewLead (VWAP).

�

Provided that the above conditions are met cumulatively the Charterers shall effect true-up adjustments, and issue further additional shares (the “True-Up Shares”) to the Owners with the price per share to be the average of the last ten (10) days preceding the date on which the shares are issued.

�

6.���������If, at any time until the compulsory purchase of the vessel (as per clause 3 and Box 21 of the Charter), the Shares cease (or have ceased) to remain publicly listed on any national security exchange or market, trading or quotation facility; and (i) a shortfall exists after the Sold Amount has been deducted from the Share Payment (the "De-Listing Shortfall"); and (ii) all and any Shares held by the Owners have been sold or transferred back to such private shareholders of NewLead (as the board of directors of NewLead may direct in accordance with the shareholding proportions that each such private shareholder holds in NewLead on the maturity date), the Charterers shall in their sole and absolute discretion (within 60 Business Days from the maturity date or such other date as the Parties may agree):

�

�

(A) pay to the Owners (or to their order) the amount of the De-Listing Shortfall in cash;

(B) procure the delivery of the Vessel to the Owners or their nominee (on such terms as may be agreed between the Parties) and as may be equal to the De-Listing Shortfall based on the average of two contemporaneous written valuations of such Vessel with the benefit of any charter and on a willing seller willing buyer basis, prepared by two first-class international shipbrokers (each of the Owners and Charterers to supply each shipbroker and bear the costs respectively); or

(C) any combination of the two just mentioned options in the sole discretion of the Charterers, as may be equal to the De-Listing Shortfall.

�

Immediately upon the settlement of the De-Listing Shortfall pursuant to the Clause here above, the Charterers shall have no obligation or liability to the Owners (or any other person) whatsoever under or pursuant to the terms of this Charter, whereupon this Charter shall cease to take effect and the Owners shall not be entitled to advance any claim for any compensation, indemnity, losses, damages, expenses or costs whatsoever whether directly or indirectly incurred or whether present, future or contingent as a consequence thereof whether against the Charterers, NewLead and/or any person, officer or agent acting on behalf of any such entities.

�

7.��������In the event of any conflict between these Rider Clauses and Part I, II and IV of this Charter these Rider Clauses shall prevail.

�

�

Exhibit 99.2

�

Copyright, published by	�	First issued by
The Baltic and International Maritime Council (BIMCO), Copenhagen. Issued November 2001	�	The Baltic and International Maritime Council (BIMCO), Copenhagen, in 1974 As “Barecon A” and “Barecon B”. Revised and amalgamated 1989. Revised 2001

�

��1. Shipbroker	BIMCO STANDARD BAREBOAT CHARTER
�	CODE NAME: “BARECON 2001”
�	�		PART I
�	��2. Place and date
�	November 13th 2014
�	�
��3. Owners/Place of business (Cl. 1)	��4. Bareboat Charterers/Place of business (Cl. 1)
�	�
FLEGRA COMPANIA NAVIERA S.A.	TBN�
�	By NewLead Holdings Ltd.
�	�
�
��5. Vessel’s name, call sign and flag (Cl. 1 and 3)
KATERINA L - IMO 9538309 - Panama
�	�
��6. Type of Vessel	��7. GT/NT��
TANKER	2,511/1,027
�	�
��8. When/Where built	��9. Total DWT (abt.) in metric tons on summer freeboard
�	�
10/2009	3,370 Tns
�	�
��10. Classification Society (Cl. 3)	��11. Date of last special survey by the Vessel’s classification society
�	�
��RINA	[November 2014]
��12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)
LOA : 90.60
BREADTH: 14.20 m
DEPTH: 6.30m �����Draught 5.35 m
�
��13. Port or Place of delivery (Cl. 3)	��14.��Time for delivery (Cl. 4)	��15. Cancelling date (Cl. 5)
Salamis, Greece	20 October 2014 -	30 October 2014
�	30 October 2014�	�
��16. Port or Place of redelivery (Cl. 15)	��17.�No. of months’ validity of trading and class certificates upon redelivery (Cl. 15) �
Worldwide	1 Month
�	�
��18. Running days’ notice if other than stated in Cl. 4	��19. Frequency of dry-docking (Cl. 10(g))
�	�
N/A	N/A
�	�
��20. Trading limits (Cl. 6)�
�
Worldwide trading WIWL
�
��21. Charter period (Cl. 2)	��22. Charter hire (Cl. 11)
Until October 16, 2018	As per Rider Clause 2
�	�
��23. New class and other safety requirements (state percentage of Vessel’s insurance value acc. to Box 29)(Cl. 10(a)(ii))�����N/A
�	�
��24. Rate of interest payable acc. to Cl. 11(f) and, if applicable, acc. to PART IV	��25. Currency and method of payment (Cl. 11)
N/A	As per Rider clauses 1, 2 & 3

�

�

continued

�

�

(continued)

“BARECON 2001” STANDARD BAREBOAT CHARTER

PART I

�

26. Place of payment; also state beneficiary and bank account (Cl. 11)	27. Bank guarantee/bond (sum and place)(Cl. 24)(optional)
�	N/A
�	�
�	�
�28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12)	��29. Insurance (hull and machinery and war risks)(state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k))(also state if Cl. 14 applies)
	�
National Bank of Greece - dated 8 October 2009 As amended on 30 September 2011, on 16 April 2013 and on 21 February 2014
�	�
�30. Additional insurance cover, if any, for Owners’account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))	��31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))
�	�
N/A	N/A
�	�
32. Latent defects (only to be filled in if period other than stated in Cl. 3)	33. Brokerage commission and to whom payable (Cl. 27)
�	�
N/A	�
�	�
34. Grace period (state number of clear banking days)(Cl. 28)	��35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Place of Arbitration must be stated (Cl. 30)
5 Banking Days	LONDON
36. War cancellation (indicate countries agreed)(Cl. 26(f))	�
�	�
N/A	�
��37. Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies)(optional)	��38. Name and place of Builders (only to be filled in if PART III applies)
�	�
NO	N/A
�	�
��39. Vessel’s Yard Building No. (only to be filled in if PART III applies)	��40. Date of Building Contract (only to be filled in if PART III applies)
�	�
N/A	N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)
N/A	�
�	�
��42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies)(optional)	��43. Bareboat Charter Registry (indicate “yes” or “no” whether PART V applies)(optional)
YES, Purchase option and obligation as per Rider Clause 3	�
�	�
��44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)	��45. Country of the Underlying Registry (only to be filled in if PART V applies)
�	�
�	�
��46. Number of additional clauses covering special provisions, if agreed	�
�7 (Seven)	�

�

PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in the Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.

�

��Signature (Owners)	��Signature (Charterers)
�	�
��/s/ Nikolaos Daoulis Remandas	��/s/ Michail S. Zolotas
�	�
��/s/ Dimitrios Remandas	�

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

1.�	Definitions	1	�	�	Owners notice of cancellation within thirty-six (36)	65
�	In this Charter, the following terms shall have the	2	�	�	running hours after the cancelling date stated in Box	66
�	meanings hereby assigned to them:	3	�	�	15, failing which this Charter shall remain in full force	67
�	“The Owners” shall mean the party identified in Box 3;	4	�	�	and effect.	68
�	“The Charterers” shall mean the party identified in Box 4;	5	�	�	(b)��If it appears that the Vessel will be delayed beyond	69
�	“The Vessel” shall mean the vessel named in Box 5 and	6	�	�	the cancelling date, the Owners may, as soon as they	70
�	with particulars as stated in Boxes 6 to 12.	7	�	�	are in a position to state with reasonable certainty the	71
�	“Financial Instrument” means the mortgage, deed of	8	�	�	day on which the Vessel should be ready, give notice	72
�	covenant or other such financial security instrument as	9	�	�	thereof to the Charterers asking whether they will	73
�	annexed to this Charter and stated in Box 28.	10	�	�	exercise their option of cancelling, and the option must	74
�	�	�	�	�	then be declared within one hundred and sixty-eight	75
2.�	Charter Period	11	�	�	(168) running hours of the receipt by the Charterers of	76
�	In consideration of the hire detailed in Box 22, the	12	�	�	such notice or within thirty-six (36) running hours after	77
�	Owners have agreed to let and the Charterers have	13	�	�	the cancelling date, whichever is the earlier. If the	78
�	agreed to hire the Vessel for the period stated in Box 21	14	�	�	Charterers do not then exercise their option of cancelling,	79
�	(“The Charter Period”).	15	�	�	the seventh day after the readiness date stated in the	80
�	�	�	�	�	Owners’ notice shall be substituted for the cancelling	81
3.�	Delivery	16	�	�	date indicated in Box 15 for the purpose of this Clause 5.	82
�	(not applicable when Part III applies, as indicated in Box 37)	17	�	�	(c)��Cancellation under this Clause 5 shall be without	83
�	(a)��The Owners shall before and at the time of delivery exercise	18	�	�	prejudice to any claim the Charterers may otherwise	84
�	due diligence to make the Vessel seaworthy and in every	19	�	�	have on the Owners under this Charter.	85
�	respect ready in hull, machinery and equipment for service	20	�	�	�	�
�	under this Charter. The Vessel shall be delivered by the Owners	21	�	6.	Trading Restrictions	86
�	and taken over by the Charterers at the port or place indicated in	22	�	�	The Vessel shall be employed in lawful trades for the	87
�	Box 13 in such ready safe berth as the Charterers may direct. The	23	�	�	carriage of suitable lawful merchandise within the trading	88
�	Vessel shall be delivered to Charterers by Owners in the same	24	�	�	limits indicated in Box 20.	89
�	condition as at the time of the in same condition as at the time of	25	�	�	The Charterers undertake not to employ the Vessel or	90
�	the inspection of the vessel by Charterers at ......................... on	26	�	�	suffer the Vessel to be employed otherwise than in	91
�	........................��, including the class status reports, fair wear and	27	�	�	conformity with the terms of the contracts of insurance	92
�	tear excepted.	28	�	�	(including any warranties expressed or implied therein)	93
�	(b)��The Vessel shall be properly documented on	29	�	�	without first obtaining the consent of the insurers to such	94
�	delivery in accordance with the laws of the flag State	30	�	�	employment and complying with such requirements as	95
�	indicated in Box 5 and the requirements of the	31	�	�	to extra premium or otherwise as the insurers may	96
�	classification society stated in Box 10. The Vessel upon	32	�	�	prescribe.	97
�	delivery shall have her survey cycles up to date and	33	�	�	The Charterers also undertake not to employ the Vessel	98
�	trading and class certificates valid for at least the number	34	�	�	or suffer her employment in any trade or business which	99
�	of months agreed in Box 12.	35	�	�	is forbidden by the law of any country to which the Vessel	100
�	(c)��Without prejudice to Charterers rights as per paragraphs	36	�	�	may sail or is otherwise illicit or in carrying illicit or	101
�	(a) and (b) hereinabove Tthe delivery of the Vessel by the	37	�	�	prohibited goods or in any manner whatsoever which	102
�	Owners and the taking over of the Vessel by the Charterers	38	�	�	may render her liable to condemnation, destruction,	103
�	shall constitute a full performance by the Owners of all the	39	�	�	seizure or confiscation.	104
�	Owners’ obligations under this Clause 3, and thereafter the	40	�	�	Notwithstanding any other provisions contained in this	105
�	Charterers shall not be entitled to make or assert any claim	41	�	�	Charter it is agreed that nuclear fuels or radioactive	��106
�	against the Owners on account of any conditions,	42	�	�	products or waste are specifically excluded from the	��107
�	representations or warranties expressed or implied with respect to	43	�	�	cargo permitted to be loaded or carried under this	108
�	the Vessel but the Owners shall be liable for the cost of but not	44	�	�	Charter. This exclusion does not apply to radio-isotopes	109
�	the time for repairs or renewals occasioned by latent defects in	45	�	�	used or intended to be used for any industrial,	�110
�	the Vessel, her machinery or appurtenances, existing at the time of	46	�	�	commercial, agricultural, medical or scientific purposes	111
�	delivery under this Charter, provided such defects have manifested	�	�	�	provided the Owners’ prior approval has been obtained	112
�	themselves within twelve (12) months after delivery unless	47	�	�	to loading thereof.	113
�	otherwise provided in Box 32. Any damages/defects incurred	48	�	�	�	�
�	prior the delivery of the Vessel to Charterers, shall be for	49	�	7.	Surveys on Delivery and Redelivery	114
�	Owners’ account/cost/time.	50	�	�	(not applicable when Part III applies, as indicated in Box 37)	115
�	�	51	�	�	The Owners and Charterers shall each appoint	116
4.	Time for Delivery	52	�	�	surveyors for the purpose of determining and agreeing	117
�	(not applicable when Part III applies, as indicated in Box 37)	53	�	�	in writing the condition of the Vessel at the time of	118
�	The Vessel shall not be delivered before the date	54	�	�	delivery and redelivery hereunder. The Owners and	119
�	indicated in Box 14 without the Charterers’ consent and the Owners	�	�	�	Charterers shall equally share the cost of the On-hire	�
�	shall exercise due diligence to deliver the Vessel not later than the	�	�	�	survey shall���������������������������������������������������������������	�
�	date indicated in Box 15. Unless otherwise agreed in Box 18, the	55	�	�	bear all expenses of the On-hire Survey including loss	120
�	Owners shall give the Charterers not less than thirty /twenty/	56	�	�	of time, if any, and the Charterers shall bear all expenses	121
�	fifteen/twelve/ten (30/20/15/12/10) running days’ preliminary and	57	�	�		�
�	not less than fourteen seven/five/three/two/one (14/7/5/3/2/1)	58	�	�	of the Off-hire Survey including loss of time, if any, at	122
�	running days’ definite notice of the date on which the Vessel	59	�	�	the daily equivalent to the rate of hire or pro rata thereof.	123
�	is expected to be ready for delivery. The Owners shall keep the	�	�	�	�	�
�	Charterers closely advised of possible changes in the Vessel’s	�	�	�	�	�
�	position.	�	�	8.	Inspection	124
5.�	Cancelling	60	�	�	The Owners shall have the right at any time after giving	125
�	(not applicable when Part III applies, as indicated in Box 37)	61	�	�	reasonable notice to the Charterers to inspect or survey	126
�	(a)��Should the Vessel not be delivered latest by the	62	�	�	the Vessel or instruct a duly authorised surveyor to carry	127
�	cancelling date indicated in Box 15, the Charterers shall	63	�	�	out such survey on their behalf:-	128
�	have the option of cancelling this Charter by giving the	64	�	�	(a)��to ascertain the condition of the Vessel and satisfy	129

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	themselves that the Vessel is being properly repaired	130	�	�	between the Owners and the Charterers having	196
�	and maintained. The costs and fees for such inspection	131	�	�	regard, inter alia, to the length of the period	197
�	or survey shall be paid by the Owners unless the Vessel	132	�	�	remaining under this Charter shall, in the absence	198
�	is found to require repairs or maintenance in order to	133	�	�	of agreement, be referred to the dispute resolution	199
�	achieve the condition so provided;	134	�	�	method agreed in Clause 30.	200
�	(b)��in dry-dock if the Charterers have not dry-docked	135	�	(iii)�	Financial Security - The Charterers shall maintain	201
�	her in accordance with Clause 10(g). The costs and fees	136	�	�	financial security or responsibility in respect of third	202
�	for such inspection or survey shall be paid by the	137	�	�	party liabilities as required by any government,	203
�	Charterers; and	138	�	�	including federal, state or municipal or other division	204
�	(c)��for any other commercial reason they consider	139	�	�	or authority thereof, to enable the Vessel, without	205
�	necessary (provided it does not unduly interfere with the	140	�	�	penalty or charge, lawfully to enter, remain at, or	206
�	commercial operation of the Vessel). The costs and fees for such	141	�	�	leave any port, place, territorial or contiguous	207
�	inspection and survey shall be paid by the Owners. All time used	142	�	�	waters of any country, state or municipality in	208
�	in respect of inspection, survey or repairs shall be for the	143	�	�	performance of this Charter without any delay. This	209
�	Charterers’ account and form part of the Charter Period. The	144	�	�	obligation shall apply whether or not such	210
�	Charterers shall also permit the Owners to inspect the Vessel’s	145	�	�	requirements have been lawfully imposed by such	211
�	log books whenever requested and shall whenever required	146	�	�	government or division or authority thereof.	212
�	by the Owners furnish them with full information regarding any	147	�	�	The Charterers shall make and maintain all arrange-	213
�	casualties or other accidents or damage to the Vessel. Owners	148	�	�	ments by bond or otherwise as may be necessary to	214
�	shall ensure that the trading operation of the Vessel is not	149	�	�	satisfy such requirements at the Charterers’ sole	215
�	disrupted or interrupted for any reason during the said	150	�	�	expense and the Charterers shall indemnify the Owners	216
�	inspection/survey. Otherwise any time loss/damages / costs	151	�	�	against all consequences whatsoever (including loss of	217
�	incurred due to such an interruption/disruption by Owners	�	�	�	time) for any failure or inability to do so.	218
�	and/or their representatives and/or servants and /or agents,	�	�	�	(b)��Operation of the Vessel - The Charterers shall at	219
�	shall be for Owners’ account and the Charterers shall be	�	�	�	their own expense and by their own procurement man,	220
�	indemnified for any such loss/damage/cost incurred or to be	�	�	�	victual, navigate, operate, supply, fuel and, whenever	221
�	incurred as a consequence.	�	�	�	required, repair the Vessel���during the Charter Period	222
�	�	�	�	�	and they shall pay all charges and expenses of every	223
9.�	Inventories, Oil and Stores	152	�	�	kind and nature whatsoever incidental to their use and	224
�	A complete inventory of the Vessel’s entire equipment,	153	�	�	operation of the Vessel under this Charter, including	225
�	outfit including spare parts, appliances and of all	154	�	�	annual flag State fees and any foreign general	226
�	consumable stores on board the Vessel shall be made	155	�	�	municipality and/or state taxes. The Master, officers and	227
�	by the Charterers in conjunction with the Owners on	160	�	�	crew of the Vessel shall be the servants of the Charterers	228
�	delivery and again on redelivery of the Vessel. The	161	�	�	for all purposes whatsoever, even if for any reason	229
�	Charterers and the Owners, respectively, shall at the	162	�	�	appointed by the Owners.	230
�	time of delivery and redelivery take over and pay for all	163	�	�	Charterers shall comply with the regulations regarding	231
�	bunkers, lubricating oil, unbroached provisions, paints,	164	�	�	officers and crew in force in the country of the Vessel’s	232
�	ropes and other consumable stores (excluding spare	165	�	�	flag or any other applicable law.	233
�	parts) in the said Vessel. Owners shall at the time of redelivery	166	�	�	(c)��The Charterers shall keep the Owners and the	234
�	take up and pay for all bunkers and lubricating oil at	�	�	�	mortgagee(s) indicated in Box 28 advised of the intended	�
�	Charterers’ last net paid prices as evidenced by relevant	�	�	�	employment,	235
�	invoices. The quantities will be measured / agreed by the	167	�	�	planned dry-docking and major repairs of the Vessel,	236
�	Owners’ and the Charters’ Representatives at the time of	�	�	�	as reasonably required.	237
�	Delivery. �the then current market prices at the ports of	168	�	�	(d)��Flag and Name of Vessel - During the Charter	238
�	delivery and redelivery, respectively.��The Charterers shall	169	�	�	Period, the Charterers shall have the liberty to paint the	239
�	ensure that all spare parts listed in the inventory and used	170	�	�	Vessel in their own colours, install and display their	240
�	during the Charter Period are replaced at their	�	�	�	funnel insignia and fly their own house flag. The	241
�	expense prior to redelivery of the Vessel.	171	�	�	�	�
�	�	�	�	�	Charterers shall also have the liberty, with the Owners’	242
10.�	Maintenance and Operation	172	�	�	consent, which shall not be unreasonably withheld, to	243
�	(a)(i)Maintenance and Repairs - During the Charter	173	�	�	change the flag and/or the name of the Vessel during	244
�	Period the Vessel shall be in the full possession and at the	174	�	�	the Charter Period.��Painting and re-painting, instalment	245
�	absolute disposal for all purposes of the Charterers and under	175	�	�	and re-instalment, registration and re-registration, if	246
�	their complete control in every respect. The Charterers shall	176	�	�	required by the Owners, shall be at the Charterers’	247
�	maintain the Vessel, her machinery, boilers, appurtenances and	177	�	�	expense and time.	248
�	spare parts in a good state of repair, in efficient operating	178	�	�	(e)��Changes to the Vessel - Subject to Clause 10(a)(ii),	249
�	condition and in accordance with good��commercial	179	�	�	the Charterers shall make no structural changes in the	250
�	maintenance practice and, except asprovided for in Clause	180	�	�	Vessel or changes in the machinery, boilers, appurten-	251
�	14(l), if applicable, at their own expense they shall at all	181	�	�	ances or spare parts thereof without in each instance	252
�	times keep the Vessel’s Class fully up to date with the	182	�	�	first securing the Owners’ approval thereof. If the Owners	253
�	Classification Society indicated in Box 10 and maintain all other	183	�	�	so agree, the Charterers shall, if the Owners so require,	254
�	necessary certificates in force at all times.	184	�	�	restore the Vessel to its former condition before the	255
�	(ii)��New Class and Other Safety Requirements - In the event	185	�	�	termination of this Charter.	256
�	of any improvement, structural changes or new equipment	186	�	�	(f)Use of the Vessel’s Outfit, Equipment and	257
�	becoming necessary for the continued operation of the	187	�	�	Appliances - The Charterers shall have the use of all	258
�	Vessel by reason of new class requirements or by compulsory	188	�	�	outfit, equipment, and appliances on board the Vessel	259
�	legislation��costing (excluding the Charterers’ loss of time)	189	�	�	at the time of delivery, provided the same or their	260
�	more than the percentage stated in Box 23, or if��Box 23 is left blank,	190	�	�	substantial equivalent shall be returned to the Owners	261
�	5 per cent. of the Vessel’s insurance value as stated in Box 29,	191	�	�	on redelivery in the same good order and condition as	262
�	then the extent, if any, to which the rate of hire shall be varied and the	192	�	�	when received, ordinary wear and tear excepted. The	263
�	ratio in which the cost of compliance shall be shared between the	193	�	�	�	�
�	parties concerned in order to achieve a reasonable distribution	194	�	�	�	�
�	thereof as	195	�	�	�	�

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

��

�	Charterers shall from time to time during the Charter	264	�	*)	(a)��The Owners warrant that they have not effected	330
�	Period replace such items of equipment as shall be so	265	�	�	any mortgage(s) of the Vessel and that they shall not	331
�	damaged or worn as to be unfit for use. The Charterers	266	�	�	effect any mortgage(s) without the prior consent of the	332
�	are to procure that all repairs to or replacement of any	267	�	�	Charterers, which shall not be unreasonably withheld.	333
�	damaged, worn or lost parts or equipment be effected	268	�	*)	(b)��The Vessel chartered under this Charter is financed	334
�	in such manner (both as regards workmanship and	269	�	�	by a mortgage according to the Financial Instrument.	335
�	quality of materials) as not to diminish the value of the	270	�	�	The Charterers undertake to comply, and provide such	336
�	Vessel. The Charterers have the right to fit additional	271	�	�	information and documents to enable the Owners to	337
�	equipment at their expense and risk but the Charterers	272	�	�	comply, with all such instructions or directions in regard	338
�	shall remove such equipment at the end of the period if	273	�	�	to the employment, insurances, operation, repairs and	339
�	requested by the Owners. Any equipment including radio	274	�	�	maintenance of the Vessel as laid down in the Financial	340
�	equipment on hire on the Vessel at time of delivery shall	275	�	�	Instrument or as may be directed from time to time during	341
�	be kept and maintained by the Charterers and the	276	�	�	the currency of the Charter by the mortgagee(s) in	342
�	Charterers shall assume the obligations and liabilities	277	�	�	conformity with the Financial Instrument. The Charterers	343
�	of the Owners under any lease contracts in connection	278	�	�	confirm that, for this purpose, they have acquainted	344
�	therewith and shall reimburse the Owners for all	279	�	�	themselves with all relevant terms, conditions and	345
�	expenses incurred in connection therewith, also for any	280	�	�	provisions of the Financial Instrument and agree to	346
�	new equipment required in order to comply with radio	281	�	�	acknowledge this in writing in any form that may be	347
�	regulations.	282	�	�	required by the mortgagee(s). The Owners warrant that	348
�	(g)��Periodical Dry-Docking - The Charterers shall dry-	283	�	�	they have not effected any mortgage(s) other than stated	349
�	dock the Vessel and clean and paint her underwater	284	�	�	in Box 28 and that they shall not agree to any	350
�	parts whenever the same may be necessary, but not	285	�	�	amendment of the mortgage(s) referred to in Box 28 or	351
�	less than once during the period stated in Box 19 or, if	286	�	�	effect any other mortgage(s) without the prior written consent	352
�	Box 19 has been left blank, and/or every sixty (60)	287	�	�	of the Charterers, which shall not be unreasonably	353
�	calendar months after the time of delivery or such other	288	�	�	withheld.	354
�	period as may be required by the Classification Society or	289	�	*)	(Optional, Clauses 12(a) and 12(b) are alternatives;	355
�	flag State.	�	�	�	indicate alternative agreed in Box 28).	356
�	�	�	�	�	�	�
11.	Hire	290	�	�	�	�
�	(a)��The Charterers shall pay��hire due to the Owners	291	�	��13.	Insurance and Repairs	357
�	punctually in accordance with the terms of this Charter	292	�	�	(a)��During the Charter Period the Vessel shall be kept	358
�	in respect of which time shall be of the essence.	293	�	�	insured by the Charterers at their expense against hull	359
�	(b)��The Charterers shall pay to the Owners for the hire	294	�	�	and machinery, war and Protection and Indemnity risks	360
�	of the Vessel a lump sum in the amount indicated in	295	�	�	(and any risks against which it is compulsory to insure	361
�	Box 22 which shall be payable not later than every In	296	�	�	for the operation of the Vessel, including maintaining	362
�	advance arrears, the first lump sum being payable 3 month	297	�	�	financial security in accordance with sub-clause	363
�	after vessel’s delivery to the Charterer on the date and hour	298	�	�	10(a)(iii)) in such form as the Owners shall in writing	364
�	within three banking days after of the Vessel’s delivery to the	299	�	�	approve, which approval shall not be un-reasonably	365
�	Charterers.Hire shall be paid continuously	300	�	�	withheld. Such insurances shall be arranged by the	366
�	throughout the Charter Period.	�	�	�	�	�
�	(c)��Payment of hire shall be made in cash without	301	�	�	Charterers to protect the interests of both the Owners	367
�	discount in the currency and in the manner indicated in	302	�	�	and the Charterers and the mortgagee(s) (if any), and	368
�	Box 25 and at the place mentioned in Box 26.	303	�	�	the Charterers shall be at liberty to protect under such	369
�	(d)��Final payment of hire, if for a period of less than	304	�	�	insurances the interests of any managers they may	370
�	thirty (30) running days, shall be calculated proportionally	305	�	�	appoint. Insurance policies shall cover the Owners and	371
�	according to the number of days and hours remaining	306	�	�	the Charterers according to their respective interests.	372
�	before redelivery and advance payment to be effected	307	�	�	Subject to the provisions of the Financial Instrument, if	373
�	accordingly. the end of the Charter Period in Box 21.	308	�	�	any, and the approval of the Owners and the insurers,	374
�	(e)��Should the Vessel be lost or missing, hire shall	309	�	�	the Charterers shall effect all insured repairs and shall	375
�	cease from the date and time when she was lost or last	310	�	�	undertake settlement and reimbursement from the	376
�	heard of.��The date upon which the Vessel is to be treated	311	�	�	insurers of all costs in connection with such repairs as	377
�	as lost or missing shall be ten (10) days after the Vessel	312	�	�	well as insured charges, expenses and liabilities to the	378
�	was last reported or when the Vessel is posted as	313	�	�	extent of coverage under the insurances herein provided	379
�	missing by Lloyd’s, whichever occurs first.��Any hire paid	314	�	�	for.	380
�	in advance to be adjusted accordingly and refunded to	315	�	�	The Charterers also to remain responsible for and to	381
�	Charterers.	�	�	�	�	�
�	(f) Any delay in payment of hire exceeding five (5)	316	�	�	effect repairs and settlement of costs and expenses	382
�	consecutive days shall entitle the Owners to interest at	317	�	�	incurred thereby in respect of all other repairs not	383
�	the rate per annum as agreed in Box 24. If Box 24 has not	318	�	�	covered by the insurances and/or not exceeding any	384
�	been filled in, as per the three months interbank offered rate in	319	�	�	possible franchise(s) or deductibles provided for in the	385
�	London (LIBOR or its successor) for the currency stated in Box	320	�	�	insurances.	386
�	25, as quoted by the British Bankers’Association (BBA) on	321	�	�	All time used for repairs under the provisions of sub-	387
�	the date when the hire fell due, increased by 2 per cent.,	322	�	�	clause 13(a) and for repairs of latent defects according	388
�	shall apply.	323	�	�	to Clause 3(c) above, including any deviation, shall be	389
�	(g)��Payment of interest due under sub-clause 11(f)	324	�	�	for the Charterers’ account.	390
�	shall be made within seven (7) running days of the date	325	�	�	(b)��If the conditions of the above insurances permit	391
�	of the Owners’invoice specifying the amount payable	326	�	�	additional insurance to be placed by the parties, such	392
�	or, in the absence of an invoice, at the time of the next	327	�	�	cover shall be limited to the amount for each party set	393
�	hire payment date.	�	�	�	out in Box 30 and Box 31, respectively. The Owners or	394
�	�	�	�	�	�	�
12.	Mortgage	328	�	�	the Charterers as the case may be shall immediately	395
�	(only to apply if Box 28 has been appropriately filled in)	329	�	�	furnish the other party with particulars of any additional	396

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	insurance effected, including copies of any cover notes	397	�	�	presentation of accounts.	464
�	or policies and the written consent of the insurers of	398	�	�	(e)��The Charterers to remain responsible for and to	465
�	any such required insurance in any case where the	399	�	�	effect repairs and settlement of costs and expenses	466
�	consent of such insurers is necessary.	400	�	�	incurred thereby in respect of all other repairs not	467
�	(c)��The Charterers shall upon the request of the	401	�	�	covered by the insurances and/or not exceeding any	468
�	Owners, provide information and promptly execute such	402	�	�	possible franchise(s) or deductibles provided for in the	469
�	documents as may be required to enable the Owners to	403	�	�	insurances.	470
�	comply with the insurance provisions of the Financial	404	�	�	(f)��All time used for repairs under the provisions of	471
�	Instrument.	405	�	�	sub-clauses 14(d) and 14(e) and for repairs of latent	472
�	(d)��Subject to the provisions of the Financial Instru-	406	�	�	defects according to Clause 3 above, including any	473
�	ment, if any, should the Vessel become an actual,	407	�	�	deviation, shall be for the Charterers’ account and shall	474
�	constructive, compromised or agreed total loss under	408	�	�	form part of the Charter Period.	475
�	the insurances required under sub-clause 13(a), all	409	�	�	The Owners shall not be responsible for any expenses	476
�	insurance payments for such loss shall be paid to the	410	�	�	as are incident to the use and operation of the Vessel	477
�	Owners who shall distribute the moneys between the	411	�	�	for such time as may be required to make such repairs.	478
�	Owners and the Charterers according to their respective	412	�	�	(g)��If the conditions of the above insurances permit	479
�	interests. The Charterers undertake to notify the Owners	413	�	�	additional insurance to be placed by the parties such	480
�	and the mortgagee(s), if any, of any occurrences in	414	�	�	cover shall be limited to the amount for each party set	481
�	consequence of which the Vessel is likely to become a	415	�	�	out in Box 30 and Box 31, respectively. The Owners or	482
�	total loss as defined in this Clause.	416	�	�	the Charterers as the case may be shall immediately	483
�	(e)��The Owners shall upon the request of the	417	�	�	furnish the other party with particulars of any additional	484
�	Charterers, promptly execute such documents as may	418	�	�	insurance effected, including copies of any cover notes	485
�	be required to enable the Charterers to abandon the	419	�	�	or policies and the written consent of the insurers of	486
�	Vessel to insurers and claim a constructive total loss.	420	�	�	any such required insurance in any case where the	487
�	(f)�For the purpose of insurance coverage against hull	421	�	�	consent of such insurers is necessary.	488
�	and machinery and war risks under the provisions of	422	�	�	(h)��Should the Vessel become an actual, constructive,	489
�	sub-clause 13(a), the value of the Vessel is the sum	423	�	�	compromised or agreed total loss under the insurances	490
�	indicated in Box 29.	424	�	�	required under sub-clause 14(a), all insurance payments	491
�	�	�	�	�	for such loss shall be paid to the Owners, who shall	492
14.	Insurance, Repairs and Classification	425	�	�	distribute the moneys between themselves and the	493
�	(Optional, only to apply if expressly agreed and stated	426	�	�	Charterers according to their respective interests.	494
�	in Box 29, in which event Clause 13 shall be considered	427	�	�	(i)��If the Vessel becomes an actual, constructive,	495
�	deleted).	428	�	�	compromised or agreed total loss under the insurances	496
�	(a)��During the Charter Period the Vessel shall be kept	429	�	�	arranged by the Owners in accordance with sub-clause	497
�	insured by the Owners at their expense against hull and	430	�	�	14(a), this Charter shall terminate as of the date of such	498
�	machinery and war risks under the form of policy or	431	�	�	loss.	499
�	policies attached hereto. The Owners and/or insurers	432	�	�	(j)��The Charterers shall upon the request of the	500
�	shall not have any right of recovery or subrogation	433	�	�	Owners, promptly execute such documents as may be	501
�	against the Charterers on account of loss of or any	434	�	�	required to enable the Owners to abandon the Vessel	502
�	damage to the Vessel or her machinery or appurt-	435	�	�	to the insurers and claim a constructive total loss.	503
�	enances covered by such insurance, or on account of	436	�	�	(k)��For the purpose of insurance coverage against hull	504
�	payments made to discharge claims against or liabilities	437	�	�	and machinery and war risks under the provisions of	505
�	of the Vessel or the Owners covered by such insurance.	438	�	�	sub-clause 14(a), the value of the Vessel is the sum	506
�	Insurance policies shall cover the Owners and the	439	�	�	indicated in Box 29.	507
�	Charterers according to their respective interests.	440	�	�	(l)��Notwithstanding anything contained in sub-clause	508
�	(b)��During the Charter Period the Vessel shall be kept	441	�	�	10(a), it is agreed that under the provisions of Clause	509
�	insured by the Charterers at their expense against	442	�	�	14, if applicable, the Owners shall keep the Vessel’s	510
�	Protection and Indemnity risks (and any risks against	443	�	�	Class fully up to date with the Classification Society	511
�	which it is compulsory to insure for the operation of the	444	�	�	indicated in Box 10 and maintain all other necessary	512
�	Vessel, including maintaining financial security in	445	�	�	certificates in force at all times.	513
�	accordance with sub-clause 10(a)(iii)) in such form as	446	�	�	�	�
�	the Owners shall in writing approve which approval shall	447	�	15.	Redelivery	514
�	not be unreasonably withheld.	448	�	�	At the expiration of the Charter Period the Vessel shall	515
�	(c)��In the event that any act or negligence of the	449	�	�	be redelivered by the Charterers to the Owners at a	516
�	Charterers shall vitiate any of the insurance herein	450	�	�	safe and ice-free port or place as indicated in Box 16, in	517
�	provided, the Charterers shall pay to the Owners all	451	�	�	such ready safe berth as the Owners may direct. The	518
�	losses and indemnify the Owners against all claims and	452	�	�	Charterers shall give the Owners not less than thirty	519
�	demands which would otherwise have been covered by	453	�	�	(30) running days’ preliminary notice of expected date,	520
�	such insurance.	454	�	�	range of ports of redelivery or port or place of redelivery	521
�	(d)��The Charterers shall, subject to the approval of the	455	�	�	and not less than fourteen (14) running days’ definite	522
�	Owners or Owners’ Underwriters, effect all insured	456	�	�	notice of expected date and port or place of redelivery.	523
�	repairs, and the Charterers shall undertake settlement	457	�	�	Any changes thereafter in the Vessel’s position shall be	524
�	of all miscellaneous expenses in connection with such	458	�	�	notified immediately to the Owners.	525
�	repairs as well as all insured charges, expenses and	459	�	�	The Charterers warrant that they will not permit the	526
�	liabilities, to the extent of coverage under the insurances	460	�	�	Vessel to commence a voyage (including any preceding	527
�	provided for under the provisions of sub-clause 14(a).	461	�	�	ballast voyage) which cannot reasonably be expected	528
�	The Charterers to be secured reimbursement through	462	�	�	to be completed in time to allow redelivery of the Vessel	529
�	the Owners’ Underwriters for such expenditures upon	463	�	�	within the Charter Period.��Notwithstanding the above,	530

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	should the Charterers fail to redeliver the Vessel within	531	�	19.	Salvage	594
�	the Charter Period, the Charterers shall pay the daily	532	�	�	All salvage and towage performed by the Vessel shall	595
�	equivalent to the rate of hire stated in Box 22 plus 10	533	�	�	be for the Charterers’benefit and the cost of repairing	596
�	per cent. or to the market rate, whichever is the higher,	534	�	�	damage occasioned thereby shall be borne by the	597
�	for the number of days by which the Charter Period is	535	�	�	Charterers.	598
�	exceeded.��All other terms, conditions and provisions of	536	�	�	�	�
�	this Charter shall continue to apply.	537	�	20.	Wreck Removal	599
�	Subject to the provisions of Clause 10, the Vessel shall	538	�	�	In the event of the Vessel becoming a wreck or	600
�	be redelivered to the Owners in the same or as good	539	�	�	obstruction to navigation the Charterers shall indemnify	601
�	structure, state, condition and class as that in which she	540	�	�	the Owners against any sums whatsoever which the	602
�	was delivered, fair wear and tear not affecting class	541	�	�	Owners shall become liable to pay and shall pay in	603
�	excepted.	542	�	�	consequence of the Vessel becoming a wreck or	604
�	The Vessel upon redelivery shall have her survey cycles	543	�	�	obstruction to navigation.	605
�	up to date and trading and class certificates valid for at	544	�	�	�	�
�	least the number of months agreed in Box 17.	545	�	21.	General Average	606
�	�	�	�	�	The Owners shall not contribute to General Average.	607
16.�	Non-Lien	546	�	�	�	�
�	The Charterers will not suffer, nor permit to be continued,	547	�	22.	Assignment, Sub-Charter and Sale	608
�	any lien or encumbrance incurred by them or their	548	�	�	(a)��The Charterers shall not assign this Charter nor	609
�	agents, which might have priority over the title and	549	�	�	sub-charter the Vessel on a bareboat basis except with	610
�	interest of the Owners in the Vessel. The Charterers	550	�	�	the prior consent in writing of the Owners, which shall	611
�	further agree to fasten to the Vessel in a conspicuous	551	�	�	not be unreasonably withheld, and subject to such terms	612
�	place and to keep so fastened during the Charter Period	552	�	�	and conditions as the Owners shall approve.	613
�	a notice reading as follows:	553	�	�	(b)��The Owners shall not sell the Vessel during the	614
�	“This Vessel is the property of (name of Owners). It is	554	�	�	currency of this Charter except with the prior written	615
�	under charter to (name of Charterers) and by the terms	555	�	�	consent of the Charterers, which shall not be unreason-	616
�	of the Charter Party neither the Charterers nor the	556	�	�	ably withheld, and subject to the buyer accepting an	617
�	Master have any right, power or authority to create, incur	557	�	�	assignment��of this Charter.	618
�	or permit to be imposed on the Vessel any lien	558	�	�	�	�
�	whatsoever.”	559	�	23.	Contracts of Carriage	619
�	�	�	�	*)	(a)��The Charterers are to procure that all documents	620
17.�	Indemnity	560	�	�	issued during the Charter Period evidencing the terms	621
�	(a)��The Charterers shall indemnify the Owners against	561	�	�	and conditions agreed in respect of carriage of goods	622
�	any loss, damage or expense incurred by the Owners	562	�	�	shall contain a paramount clause incorporating any	623
�	arising out of or in relation to the operation of the Vessel	563	�	�	legislation relating to carrier’s liability for cargo	624
�	by the Charterers, and against any lien of whatsoever	564	�	�	compulsorily applicable in the trade; if no such legislation	625
�	nature arising out of an event occurring during the	565	�	�	exists, the documents shall incorporate the Hague-Visby	626
�	Charter Period.��If the Vessel be arrested or otherwise	566	�	�	Rules. The documents shall also contain the New Jason	627
�	detained by reason of claims or liens arising out of her	567	�	�	Clause and the Both-to-Blame Collision Clause.	628
�	operation hereunder by the Charterers, the Charterers	568	�	*)	(b)��The Charterers are to procure that all passenger	629
�	shall at their own expense take all reasonable steps to	569	�	�	tickets issued during the Charter Period for the carriage	630
�	secure that within a reasonable time the Vessel is	570	�	�	of passengers and their luggage under this Charter shall	631
�	released, including the provision of bail.	571	�	�	contain a paramount clause incorporating any legislation	632
�	Without prejudice to the generality of the foregoing, the	572	�	�	relating to carrier’s liability for passengers and their	633
�	Charterers agree to indemnify the Owners against all	573	�	�	luggage compulsorily applicable in the trade; if no such	634
�	consequences or liabilities arising from the Master,	574	�	�	legislation exists, the passenger tickets shall incorporate	635
�	officers or agents signing Bills of Lading or other	575	�	�	the Athens Convention Relating to the Carriage of	636
�	documents.	576	�	�	Passengers and their Luggage by Sea, 1974, and any	637
�	(b)��If the Vessel be arrested or otherwise detained by	577	�	�	protocol thereto.	638
�	reason of a claim or claims against the Owners, the	578	�	*)	Delete as applicable.	639
�	Owners shall at their own expense take all reasonable	579	�	�	Charterers further procure that all documents issued	�
�	steps to secure that within a reasonable time the Vessel	�	�	�	as per a) above shall name Charterers as carriers	�
�	is released, including the provision of bail.	580	�	24.	Bank Guarantee	640
�	In such circumstances the Owners shall indemnify the	581	�	�	(Optional, only to apply if Box 27 filled in)	641
�	Charterers against any loss, damage or expense	582	�	�	The Charterers undertake to furnish, before delivery of	642
�	incurred by the Charterers (including hire paid under	583	�	�	the Vessel, a first class bank guarantee or bond in the	643
�	this Charter) as a direct consequence of such arrest or	584	�	�	sum and at the place as indicated in Box 27 as guarantee	644
�	detention.	585	�	�	for full performance of their obligations under this	645
�	�	586	�	�	Charter.	646
18.�	Lien	�	�	�	�	�
�	The Owners to have a lien upon all cargoes, sub-hires	587	�	25.	Requisition/Acquisition	647
�	and sub-freights belonging or due to the Charterers or	588	�	�	(a)��In the event of the Requisition for Hire of the Vessel	648
�	any sub-charterers and any Bill of Lading freight for all	589	�	�	by any governmental or other competent authority	649
�	claims under this Charter, and the Charterers to have a	590	�	�	(hereinafter referred to as “Requisition for Hire”)	650
�	lien on the Vessel for all moneys paid in advance and	591	�	�	irrespective of the date during the Charter Period when	651
�	not earned.	592	�	�	“Requisition for Hire” may occur and irrespective of the	652
�	�	593	�	�	length thereof and whether or not it be for an indefinite	653

�

�

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	or a limited period of time, and irrespective of whether it	654	�	the same time as the next payment of hire is due.		721
�	may or will remain in force for the remainder of the	655	�	(e)��The Charterers shall have the liberty:		722
�	Charter Period, this Charter shall not be deemed thereby	656	�	(i)	to comply with all orders, directions, recommend-	723
�	or thereupon to be frustrated or otherwise terminated	657	�	�	ations or advice as to departure, arrival, routes,	724
�	and the Charterers shall continue to pay the stipulated	658	�	�	sailing in convoy, ports of call, stoppages,	725
�	hire in the manner provided by this Charter until the time	659	�	�	destinations, discharge of cargo, delivery, or in any	726
�	when the Charter would have terminated pursuant to	660	�	�	other way whatsoever, which are given by the	727
�	any of the provisions hereof always provided however	661	�	�	Government of the Nation under whose flag the	728
�	that in the event of “Requisition for Hire” any Requisition	662	�	�	Vessel sails, or any other Government, body or	729
�	Hire or compensation received or receivable by the	663	�	�	group whatsoever acting with the power to compel	�730
�	Owners shall be payable to the Charterers during the	664	�	�	compliance with their orders or directions;	�731
�	remainder of the Charter Period or the period of the	665	�	(ii)��	to comply with the orders, directions or recom-	732
�	“Requisition for Hire” whichever be the shorter.	666	�	�	mendations of any war risks underwriters who have	733
�	(b) In the event of the Owners being deprived of their	667	�	�	the authority to give the same under the terms of	734
�	ownership in the Vessel by any Compulsory Acquisition	668	�	�	the war risks insurance;	735
�	of the Vessel or requisition for title by any governmental	669	�	(iii)��	to comply with the terms of any resolution of the	736
�	or other competent authority (hereinafter referred to as	670	�	�	Security Council of the United Nations, any	737
�	“Compulsory Acquisition”), then, irrespective of the date	671	�	�	directives of the European Community, the effective	738
�	during the Charter Period when “Compulsory Acqui-	672	�	�	orders of any other Supranational body which has	739
�	sition” may occur, this Charter shall be deemed	673	�	�	the right to issue and give the same, and with	740
�	terminated as of the date of such “Compulsory	674	�	�	national laws aimed at enforcing the same to which	741
�	Acquisition”. In such event Charter Hire to be considered	675	�	�	the Owners are subject, and to obey the orders	742
�	as earned and to be paid up to the date and time of	676	�	�	and directions of those who are charged with their	743
�	such “Compulsory Acquisition”.	677	�	�	enforcement.	744
�	�	�	�	(f)���In the event of outbreak of war (whether there be a		745
��26.	War	678	�	declaration of war or not) (i) between any two or more		746
�	(a)��For the purpose of this Clause, the words “War	679	�	of the following countries: the United States of America;		747
�	Risks” shall include any war (whether actual or	680	�	Russia; the United Kingdom; France; and the People’s		748
�	threatened), act of war, civil war, hostilities, revolution,	681	�	Republic of China, (ii) between any two or more of the		�749
�	rebellion, civil commotion, warlike operations, the laying	682	�	countries stated in Box 36, both the Owners and the		�750
�	of mines (whether actual or reported), acts of piracy,	683	�	Charterers shall have the right to cancel this Charter,		751
�	acts of terrorists, acts of hostility or malicious damage,	684	�	whereupon the Charterers shall redeliver the Vessel to		752
�	blockades (whether imposed against all vessels or	685	�	the Owners in accordance with Clause 15, if the Vessel		753
�	imposed selectively against vessels of certain flags or	686	�	has cargo on board after discharge thereof at		754
�	ownership, or against certain cargoes or crews or	687	�	destination, or if debarred under this Clause from		755
�	otherwise howsoever), by any person, body, terrorist or	688	�	reaching or entering it at a near, open and safe port as		756
�	political group, or the Government of any state	689	�	directed by the Owners, or if the Vessel has no cargo		757
�	whatsoever, which may be dangerous or are likely to be	690	�	on board, at the port at which the Vessel then is or if at		758
�	or to become dangerous to the Vessel, her cargo, crew	691	�	sea at a near, open and safe port as directed by the		759
�	or other persons on board the Vessel.	692	�	Owners. In all cases hire shall continue to be paid in		760
�	(b)��The Vessel, unless the written consent of the	693	�	accordance with Clause 11 and except as aforesaid all		761
�	Owners be first obtained, shall not continue to or go	694	�	other provisions of this Charter shall apply until		762
�	through any port, place, area or zone (whether of land	695	�	redelivery.		763
�	or sea), or any waterway or canal, where it reasonably	696	�	�		�
�	appears that the Vessel, her cargo, crew or other	697	27.	Commission		764
�	persons on board the Vessel, in the reasonable	698	�	The Owners to pay a commission at the rate indicated		765
�	judgement of the Owners, may be, or are likely to be,	699	�	in Box 33 to the Brokers named in Box 33 on any hire		766
�	exposed to War Risks. Should the Vessel be within any	700	�	paid under the Charter. If no rate is indicated in Box 33,		767
�	such place as aforesaid, which only becomes danger-	701	�	the commission to be paid by the Owners shall cover		768
�	ous, or is likely to be or to become dangerous, after her	702	�	the actual expenses of the Brokers and a reasonable		769
�	entry into it, the Owners shall have the right to require	703	�	fee for their work.		770
�	the Vessel to leave such area.	704	�	If the full hire is not paid owing to breach of the Charter		771
�	(c)��The Vessel shall not load contraband cargo, or to	705	�	by either of the parties the party liable therefore shall		772
�	pass through any blockade, whether such blockade be	706	�	indemnify the Brokers against their loss of commission.		773
�	imposed on all vessels, or is imposed selectively in any	707	�	Should the parties agree to cancel the Charter, the		774
�	way whatsoever against vessels of certain flags or	708	�	Owners shall indemnify the Brokers against any loss of		775
�	ownership, or against certain cargoes or crews or	709	�	commission but in such case the commission shall not		776
�	otherwise howsoever, or to proceed to an area where	710	�	exceed the brokerage on one year’s hire.		777
�	she shall be subject, or is likely to be subject to a	711	�	�		�
�	belligerent’s right of search and/or confiscation.	712	28.	�Termination		778
�	(d)��If the insurers of the war risks insurance, when	713	�	(a)��Charterers’ Default		779
�	Clause 14 is applicable, should require payment of	714	�	The Owners shall be entitled to withdraw the Vessel from		780
�	premiums and/or calls because, pursuant to the	715	�	the service of the Charterers and terminate the Charter		781
�	Charterers’orders, the Vessel is within, or is due to enter	716	�	with immediate effect by written notice to the Charterers if:		782
�	and remain within, any area or areas which are specified	717	�	(i) the Charterers fail to pay hire in accordance with		783
�	by such insurers as being subject to additional premiums	718	�	Clause 11. However, where there is a failure to		784
�	because of War Risks, then such premiums and/or calls	719	�	make punctual payment of hire due to oversight,		785
�	shall be reimbursed by the Charterers to the Owners at	720	�	negligence, errors or omissions on the part of the		786

�

��

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	Charterers or their bankers, the Owners shall give	787	�	from the Charterers at her current or next port of call, or	854
�	the Charterers written notice of the number of clear	788	�	at a port or place convenient to them without hindrance	855
�	banking days stated in Box 34 (as recognised at	789	�	or interference by the Charterers, courts or local	856
�	the agreed place of payment) in which to rectify	790	�	authorities.��Pending physical repossession of the Vessel	857
�	the failure, and when so rectified within such	791	�	in accordance with this Clause 29, the Charterers shall	858
�	number of days following the Owners’ notice, the	792	�	hold the Vessel exercising due diligence as gratuitous��	�
�	payment shall stand as regular and punctual.	�	�	bailee only to the Owners.	859
�	Failure by the Charterers to pay hire within the	793	�	The Owners shall arrange for an authorised represent-	860
�	number of days stated in Box 34 of their receiving	794	�	ative to board the Vessel as soon as reasonably	861
�	the Owners’ notice as provided herein, shall entitle	795	�	practicable following the termination of the Charter.��The	862
�	the Owners to withdraw the Vessel from the service	796	�	Vessel shall be deemed to be repossessed by the	863
�	of the Charterers and terminate the Charter without	797	�	Owners from the Charterers upon the boarding of the	864
�	further notice;	798	�	Vessel by the Owners’ representative.��All arrangements	865
�	(ii) the Charterers fail to comply with the requirements of:	799	�	and expenses relating to the settling of wages,	866
�	(1) Clause 6 (Trading Restrictions)	800	�	disembarkation and repatriation of the Charterers’	867
�	(2) Clause 13(a) (Insurance and Repairs)	801	�	Master, officers and crew shall be the sole responsibility	868
�	provided that the Owners shall have the option, by	802	�	of the Charterers.	869
�	written notice to the Charterers, to give the	803	�	�	�
�	Charterers a specified but reasonable number of days grace within	804	30.	Dispute Resolution	870
�	which to rectify the failure without prejudice to the	805	*)	(a)��This Contract shall be governed by and construed	871
�	Owners’ right to withdraw and terminate under this	806	�	in accordance with English law and any dispute arising	872
�	Clause if the Charterers fail to comply with such	807	�	out of or in connection with this Contract shall be referred	873
�	notice;	808	�	to arbitration in London in accordance with the Arbitration	874
�	(iii) the Charterers fail to rectify any failure to comply	809	�	Act 1996 or any statutory modification or re-enactment	875
�	with the requirements of sub-clause 10(a)(i)	810	�	thereof save to the extent necessary to give effect to	876
�	(Maintenance and Repairs) as soon as practically	811	�	the provisions of this Clause.	877
�	possible after the Owners have requested them in	812	�	The arbitration shall be conducted in accordance with	878
�	writing so to do and in any event so that the Vessel’s	813	�	the London Maritime Arbitrators Association (LMAA)	879
�	insurance cover is not prejudiced.	814	�	Terms current at the time when the arbitration proceed-	880
�	(b) Owners’ Default	815	�	ings are commenced.	881
�	If the Owners shall by any act or omission be in breach	816	�	The reference shall be to three arbitrators. A party	882
�	of their obligations under this Charter to the extent that	817	�	wishing to refer a dispute to arbitration shall appoint its	883
�	the Charterers are deprived of the use of the Vessel	818	�	arbitrator and send notice of such appointment in writing	884
�	and such breach continues for a period of fourteen (14)	819	�	to the other party requiring the other party to appoint its	885
�	running days after written notice thereof has been given	820	�	own arbitrator within 14 calendar days of that notice and	886
�	by the Charterers to the Owners, the Charterers shall	821	�	stating that it will appoint its arbitrator as sole arbitrator	887
�	be entitled to terminate this Charter with immediate effect	822	�	unless the other party appoints its own arbitrator and	888
�	by written notice to the Owners.	823	�	gives notice that it has done so within the 14 days	889
�	(c)��Loss of Vessel	824	�	specified. If the other party does not appoint its own	890
�	This Charter shall be deemed to be terminated if the	825	�	arbitrator and give notice that it has done so within the	�891
�	Vessel becomes a total loss or is declared as a	826	�	14 days specified, the party referring a dispute to	892
�	constructive or compromised or arranged total loss.��For	827	�	arbitration may, without the requirement of any further	893
�	the purpose of this sub-clause, the Vessel shall not be	828	�	prior notice to the other party, appoint its arbitrator as	894
�	deemed to be lost unless she has either become an	829	�	sole arbitrator and shall advise the other party	895
�	actual total loss or agreement has been reached with	830	�	accordingly. The award of a sole arbitrator shall be	896
�	her underwriters in respect of her constructive,	831	�	binding on both parties as if he had been appointed by	897
�	compromised or arranged total loss or if such agreement	832	�	agreement.	898
�	with her underwriters is not reached it is adjudged by a	833	�	Nothing herein shall prevent the parties agreeing in	899
�	competent tribunal that a constructive loss of the Vessel	834	�	writing to vary these provisions to provide for the	900
�	has occurred.	835	�	appointment of a sole arbitrator.	901
�	(d)��Either party shall be entitled to terminate this	836	�	In cases where neither the claim nor any counterclaim	902
�	Charter with immediate effect by written notice to the	837	�	exceeds the sum of US$50,000 (or such other sum as	903
�	other party in the event of an order being made or	838	�	the parties may agree) the arbitration shall be conducted	904
�	resolution passed for the winding up, dissolution,	839	�	in accordance with the LMAA Small Claims Procedure	905
�	liquidation or bankruptcy of the other party (otherwise	840	�	current at the time when the arbitration proceedings are	906
�	than for the purpose of reconstruction or amalgamation)	841	�	commenced.	907
�	or if a receiver is appointed, or if it suspends payment,	842	*)	(b)��This Contract shall be governed by and construed	908
�	ceases to carry on business or makes any special	843	�	in accordance with Title 9 of the United States Code	909
�	arrangement or composition with its creditors.	844	�	and the Maritime Law of the United States and any	910
�	(e)��The termination of this Charter shall be without	845	�	dispute��arising out of or in connection with this Contract	911
�	prejudice to all rights accrued due between the parties	846	�	shall be referred to three persons at New York, one to	912
�	prior to the date of termination and to any claim that	847	�	be appointed by each of the parties hereto, and the third	913
�	either party might have.	848	�	by the two so chosen; their decision or that of any two	914
�	�	849	�	of them shall be final, and for the purposes of enforcing	915
��29.	Repossession	�	�	any award,��judgement may be entered on an award by	916
�	In the event of the termination of this Charter in	850	�	any court of competent jurisdiction. The proceedings	917
�	accordance with the applicable provisions of Clause 28,	851	�	shall be conducted in accordance with the rules of the	918
�	the Owners shall have the right to repossess the Vessel	852	�	Society of Maritime Arbitrators, Inc.	919
�	�	853	�	In cases where neither the claim nor any counterclaim	920

�

��

PART II

“BARECON 2001” Standard Bareboat Charter

�

�	exceeds the sum of US$50,000 (or such other sum as		921	�	�	fact may be brought to the attention of the Tribunal	958
�	the parties may agree) the arbitration shall be conducted		922	�	�	and may be taken into account by the Tribunal when	959
�	in accordance with the Shortened Arbitration Procedure		923	�	�	allocating the costs of the arbitration as between	960
�	of the Society of Maritime Arbitrators, Inc. current at		924	�	�	the parties.	�961
�	the time when the arbitration proceedings are commenced.		925	�	(iv)	The mediation shall not affect the right of either	962
*)	�(c)��This Contract shall be governed by and construed		926	�	�	party to seek such relief or take such steps as it	963
�	in accordance with the laws of the place mutually agreed		927	�	�	considers necessary to protect its interest.	�964
�	by the parties and any dispute arising out of or in		928	�	(v)	Either party may advise the Tribunal that they have	965
�	connection with this Contract shall be referred to		929	�	�	agreed to mediation. The arbitration procedure shall	�966
�	arbitration at a mutually agreed place, subject to the		930	�	�	continue during the conduct of the mediation but	�967
�	procedures applicable there.		931	�	�	the Tribunal may take the mediation timetable into	968
�	(d)��Notwithstanding (a), (b) or (c) above, the parties		932	�	�	account when setting the timetable for steps in the	969
�	may agree at any time to refer to mediation any		933	�	�	arbitration.	�970
�	difference and/or dispute arising out of or in connection		934	�	(vi)	Unless otherwise agreed or specified in the	971
�	with this Contract.		935	�	�	mediation terms, each party shall bear its own costs	972
�	In the case of a dispute in respect of which arbitration		936	�	�	incurred in the mediation and the parties shall share	973
�	has been commenced under (a), (b) or (c) above, the		937	�	�	equally the mediator’s costs and expenses.	�974
�	following shall apply:-		938	�	(vii)	The mediation process shall be without prejudice	975
�	(i)	Either party may at any time and from time to time	939	�	�	and confidential and no information or documents	�976
�	�	elect to refer the dispute or part of the dispute to	940	�	�	disclosed during it shall be revealed to the Tribunal	977
�	�	mediation by service on the other party of a written	941	�	�	except to the extent that they are disclosable under	978
�	�	notice (the “Mediation Notice”) calling on the other	942	�	�	the law and procedure governing the arbitration.	979
�	�	party to agree to mediation.	943	�	(Note: The parties should be aware that the mediation		980
�	(ii)��	The other party shall thereupon within 14 calendar	944	�	process may not necessarily interrupt time limits.)		981
�	�	days of receipt of the Mediation Notice confirm that	945	(e)�	If Box 35 in Part I is not appropriately filled in, sub-clause		982
�	�	they agree to mediation, in which case the parties	946	�	30(a) of this Clause shall apply. Sub-clause 30(d) shall		983
�	�	shall thereafter agree a mediator within a further	947	�	apply in all cases.		984
�	�	14 calendar days, failing which on the application	948	*)	Sub-clauses 30(a), 30(b) and 30(c) are alternatives;		985
�	�	of either party a mediator will be appointed promptly	949	�	indicate alternative agreed in Box 35.		986
�	�	by the Arbitration Tribunal (“the Tribunal”) or such	950	�	�		�
�	�	person as the Tribunal may designate for that	951	��31.	Notices		987
�	�	purpose.��The mediation shall be conducted in such	952	�	(a)��Any notice to be given by either party to the other		�988
�	�	place and in accordance with such procedure and	953	�	party shall be in writing and may be sent by fax, telex,		989
�	�	on such terms as the parties may agree or, in the	954	�	registered or recorded mail or by personal service.		990
�	�	event of disagreement, as may be set by the	955	�	(b)��The address of the Parties for service of such		991
�	�	mediator.	956	�	communication shall be as stated in Boxes 3 and 4		992
�	(iii)��	If the other party does not agree to mediate, that	957	�	respectively.		993

�

�

“BARECON 2001” Standard Bareboat Charter

�

	�	OPTIONAL
�	�	PART

�

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

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

�

�

1.	Specifications and Building Contract	1	�	and upon and after such acceptance, subject to Clause	69
�	(a)��The Vessel shall be constructed in accordance with	2	�	1(d), the Charterers shall not be entitled to make any claim	70
�	the Building Contract (hereafter called “the Building	3	�	against the Owners in respect of any conditions,	71
�	Contract”) as annexed to this Charter, made between the	4	�	representations or warranties, whether express or implied,	72
�	Builders and the Owners and in accordance with the	5	�	as to the seaworthiness of the Vessel or in respect of delay	73
�	specifications and plans annexed thereto, such Building	6	�	in delivery.	74
�	Contract, specifications and plans having been counter-	7	�	(b)��If for any reason other than a default by the Owners	75
�	signed as approved by the Charterers.	8	�	under the Building Contract, the Builders become entitled	76
�	(b)��No change shall be made in the Building Contract or	9	�	under that Contract not to deliver the Vessel to the Owners,	77
�	in the specifications or plans of the Vessel as approved by	10	�	the Owners shall upon giving to the Charterers written	78
�	the Charterers as aforesaid, without the Charterers’	11	�	notice of Builders becoming so entitled, be excused from	79
�	consent.	12	�	giving delivery of the Vessel to the Charterers and upon	80
�	(c)��The Charterers shall have the right to send their	13	�	receipt of such notice by the Charterers this Charter shall	81
�	representative to the Builders’ Yard to inspect the Vessel	14	�	cease to have effect.	82
�	during the course of her construction to satisfy themselves	15	�	(c)��If for any reason the Owners become entitled under	83
�	that construction is in accordance with such approved	16	�	the Building Contract to reject the Vessel the Owners shall,	84
�	specifications and plans as referred to under sub-clause	17	�	before exercising such right of rejection, consult the	85
�	(a) of this Clause.	18	�	Charterers and thereupon	86
�	(d)��The Vessel shall be built in accordance with the	19	�	(i) if the Charterers do not wish to take delivery of the Vessel	87
�	Building Contract and shall be of the description set out	20	�	they shall inform the Owners within seven (7) running days	88
�	therein. Subject to the provisions of sub-clause 2(c)(ii)	21	�	by notice in writing and upon receipt by the Owners of such	89
�	hereunder, the Charterers shall be bound to accept the	22	�	notice this Charter shall cease to have effect; or	90
�	Vessel from the Owners, completed and constructed in	23	�	(ii) if the Charterers wish to take delivery of the Vessel	91
�	accordance with the Building Contract, on the date of	24	�	they may by notice in writing within seven (7) running days	92
�	delivery by the Builders. The Charterers undertake that	25	�	require the Owners to negotiate with the Builders as to the	93
�	having accepted the Vessel they will not thereafter raise	26	�	terms on which delivery should be taken and/or refrain from	94
�	any claims against the Owners in respect of the Vessel’s	27	�	exercising their right to rejection and upon receipt of such	95
�	performance or specification or defects, if any.	28	�	notice the Owners shall commence such negotiations and/	96
�	Nevertheless, in respect of any repairs, replacements or	29	�	or take delivery of the Vessel from the Builders and deliver	97
�	defects which appear within the first 12 months from	30	�	her to the Charterers;	98
�	delivery by the Builders, the Owners shall endeavour to	31	�	(iii) in no circumstances shall the Charterers be entitled to	99
�	compel the Builders to repair, replace or remedy any defects	32	�	reject the Vessel unless the Owners are able to reject the	100
�	or to recover from the Builders any expenditure incurred in	33	�	Vessel from the Builders;	101
�	carrying out such repairs, replacements or remedies.	34	�	(iv) if this Charter terminates under sub-clause (b) or (c) of	102
�	However, the Owners’ liability to the Charterers shall be	35	�	this Clause, the Owners shall thereafter not be liable to the	103
�	limited��to the extent the Owners have a valid claim against	36	�	Charterers for any claim under or arising out of this Charter	�104
�	the Builders under the guarantee clause of the Building	37	�	or its termination.	105
�	Contract (a copy whereof has been supplied to the	38	�	(d) Any liquidated damages for delay in delivery under the	106
�	Charterers). The Charterers shall be bound to accept such	39	�	Building Contract and any costs incurred in pursuing a claim	107
�	sums as the Owners are reasonably able to recover under	40	�	therefor shall accrue to the account of the party stated in	�108
�	this Clause and shall make no further claim on the Owners	41	�	Box 41(c) or if not filled in shall be shared equally between	109
�	for the difference between the amount(s) so recovered and	42	�	the parties.	110
�	the actual expenditure on repairs, replacement or	43	�	�	�
�	remedying defects or for any loss of time incurred.	44	3.	Guarantee Works	111
�	Any liquidated damages for physical defects or deficiencies	45	�	If not otherwise agreed, the Owners authorise the	112
�	shall accrue to the account of the party stated in Box 41(a)	46	�	Charterers to arrange for the guarantee works to be	113
�	or if not filled in shall be shared equally between the parties.	47	�	performed in accordance with the building contract terms,	114
�	The costs of pursuing a claim or claims against the Builders	48	�	and hire to continue during the period of guarantee works.	�115
�	under this Clause (including any liability to the Builders)	49	�	The Charterers have to advise the Owners about the	116
�	shall be borne by the party stated in Box 41(b) or if not	50	�	performance to the extent the Owners may request.	117
�	filled in shall be shared equally between the parties.	51	�	�	�
�	�	4.	�	Name of Vessel	118
2.	Time and Place of Delivery	52	�	The name of the Vessel shall be mutually agreed between	119
�	(a)��Subject to the Vessel having completed her	53	�	the Owners and the Charterers and the Vessel shall be	�120
�	acceptance trials including trials of cargo equipment in	54	�	painted in the colours, display the funnel insignia and fly	�121
�	accordance with the Building Contract and specifications	55	�	the house flag as required by the Charterers.	122
�	to the satisfaction of the Charterers, the Owners shall give	56	�	�	�
�	and the Charterers shall take delivery of the Vessel afloat	57	5.	Survey on Redelivery	123
�	when ready for delivery and properly documented at the	58	�	The Owners and the Charterers shall appoint surveyors	124
�	Builders’ Yard or some other safe and readily accessible	59	�	for the purpose of determining and agreeing in writing the	125
�	dock, wharf or place as may be agreed between the parties	60	�	condition of the Vessel at the time of re-delivery.	126
�	hereto and the Builders. Under the Building Contract the	61	�	Without prejudice to Clause 15 (Part II), the Charterers	127
�	Builders have estimated that the Vessel will be ready for	62	�	shall bear all survey expenses and all other costs, if any,	�128
�	delivery to the Owners as therein provided but the delivery	63	�	including the cost of docking and undocking, if required,	129
�	date for the purpose of this Charter shall be the date when	64	�	as well as all repair costs incurred. The Charterers shall	�130
�	the Vessel is in fact ready for delivery by the Builders after	65	�	also bear all loss of time spent in connection with any	�131
�	completion of trials whether that be before or after as	66	�	docking and undocking as well as repairs, which shall be	132
�	indicated in the Building Contract. The Charterers shall not	67	�	paid at the rate of hire per day or pro rata.	133
�	be entitled to refuse acceptance of delivery of the Vessel	68	�	�	�

�

��

“BARECON 2001” Standard Bareboat Charter

�

�	OPTIONAL
�	PART

��

PART IV

HIRE/PURCHASE AGREEMENT

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

�

�	During the currency of this charter On expiration of this Charter and	�	�	claims. Any taxes, notarial, consular and other charges	22
�	provided the Charterers	1	�	and expenses connected with the purchase and	23
�	have fulfilled their obligations according to Part I and II	2	�	registration under Buyers’ flag, shall be for Buyers’	24
�	as well as Part III, if applicable, it is agreed, that on	3	�	account. Any taxes, consular and other charges and	25
�	payment of the final payment of hire as per Clause 11	4	�	expenses connected with closing of the Sellers’ register,	26
�	the Charterers �have the option and obligation to	5	�	shall be for Sellers’ account.	27
�	purchase purchased the Vessel with	6	�	In exchange for payment of purchase option price the last month’s hire	28
�	everything belonging to her as per rider clause 3	7	�	instalment,	�
�	and the Vessel is fully paid for.	�	�	the Sellers shall furnish the Buyers with a	29
�	In the following paragraphs the Owners are referred to	8	�	Bill of Sale duly attested and legalized, together with a	30
�	as the Sellers and the Charterers as the Buyers	9	�	certificate �issued by the competent authorities stating that	�
�	�	�	�	the vessel is free from registered encumbrances	�
�	The Vessel shall be delivered by the Sellers and taken	10	�	setting out the registered encumbrances, if	31
�	over by the Buyers on expiration of the Charter.	�11	�	any. On delivery of the Vessel the Sellers shall provide	32
�	�	�	�	for deletion of the Vessel from the Ship’s Register and	33
�	The Sellers guarantee that the Vessel, at the time of	12	�	deliver a certificate of deletion to the Buyers.	34
�	delivery, is free from all encumbrances and maritime	13	�	The Sellers shall, at the time of delivery, hand to the	35
�	liens or any debts whatsoever other than those arising	14	�	Buyers all classification certificates (for hull, engines,	36
�	from anything done or not done by the Buyers or any	15	�	anchors, chains, etc.), as well as all plans which may	37
�	existing mortgage agreed not to be paid off by the time	16	�	be in Sellers’ possession.	38
�	of delivery.	�	�	�	�
�	Should any claims, which have been incurred	17	�	The Wireless Installation and Nautical Instruments,	39
�	prior to the time of delivery be made against the Vessel,	18	�	unless on hire, shall be included in the sale without any	40
�	the Sellers hereby undertake to indemnify the Buyers	19	�	extra payment.	41
�	against all consequences of such claims to the extent it	20	�	�	�
�	can be proved that the Sellers are responsible for such	21	�	The Vessel with everything belonging to her shall be at	42
�	�	�	�	Sellers’ risk and expense until she is delivered to the	43
�	�	�	�	Buyers, subject to the conditions of this Contract and	44
�	�	�	�	the Vessel with everything belonging to her shall be	45
�	�	�	�	delivered and taken over as she is at the time of delivery,	46
�	�	�	�	after which the Sellers shall have no responsibility for	47
�	�	�	�	possible faults or deficiencies of any description.	48
�	�	�	�	�	�
�	�	�	�	The Buyers undertake to pay for the repatriation of the	49
�	�	�	�	Master, officers and other personnel if appointed by the	50
�	�	�	�	Sellers to the port where the Vessel entered the Bareboat	51
�	�	�	�	Charter as per Clause 3 (Part II) or to pay the equivalent	52
�	�	�	�	cost for their journey to any other place.	53

�

PART V

PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY

(Optional, only to apply if expressly agreed and stated in Box 43)

�

1.	Definitions	1	3.	Termination of Charter by Default	17
�	For the purpose of this PART V, the following terms shall	2	�	If the Vessel chartered under this Charter is registered	18
�	have the meanings hereby assigned to them:	3	�	in a Bareboat Charter Registry as stated in Box 44, and	19
�	“The Bareboat Charter Registry” shall mean the registry	4	�	if the Owners shall default in the payment of any amounts	20
�	of the State whose flag the Vessel will fly and in which	5	�	due under the mortgage(s) specified in Box 28, the	21
�	the Charterers are registered as the bareboat charterers	6	�	Charterers shall, if so required by the mortgagee, direct	22
�	during the period of the Bareboat Charter.	7	�	the Owners to re-register the Vessel in the Underlying	23
�	“The Underlying Registry” shall mean the registry of the	8	�	Registry as shown in Box 45.	24
�	State in which the Owners of the Vessel are registered	9	�	In the event of the Vessel being deleted from the	25
�	as Owners and to which jurisdiction and control of the	10	�	Bareboat Charter Registry as stated in Box 44, due to a	26
�	Vessel will revert upon termination of the Bareboat	11	�	default by the Owners in the payment of any amounts	27
�	Charter Registration.	12	�	due under the mortgage(s), the Charterers shall have	28
�		�	�	the right to terminate this Charter forthwith and without	29
2.	Mortgage	13	�	prejudice to any other claim they may have against the	30
�	The Vessel chartered under this Charter is financed by	14	�	Owners under this Charter.	31
�	a mortgage and the provisions of Clause 12(b) (Part II)	15	�	�	�
�	shall apply.	16	�	�	�

�

��

1.

Down Payment

�

Subject to the finalization of the amount of the Initial Trade Debt Obligation (the “Initial Trade Debt Obligation”) as per Appendix C, which shall be completed by the Owners by December 31, 2014 and shall not exceed a variation of more than 5% of the Initial Trade Debt Obligations as per Appendix C, Charterers to pay a share payment amount of USD two million sixty eight thousand nine hundred sixteen and fifteen cents ($ 2,068,916.15) payable in NEWLEAD HOLDINGS’ LTD. (“NewLead”) common shares (the “Shares”) with relevant true up provisions as in clause 5 in the Rider Clauses (the “Share Payment”) on delivery of the vessel to Owners' designated Brokerage Account. Upon finalization of the amount of the Initial Trade Debt Obligation, if more Shares need to be issued so as to reflect the finalized Share Payment, they shall be issued until January 5, 2015. In case the number of Shares which has been issued exceeds the finalized Share Payment, the Owners shall return to the Charterers those Shares until January 5, 2015. This payment will be considered as a part payment of the vessel's price in the event that the Purchase Option or when the Purchase Obligation is exercised. In the event of termination under Clause 25 (b) due to default of Owners, or 28 (c) or termination by the Charterers under Clause 28 (d) of the Charter or in case the Purchase Option or Obligation will not be exercised either due to force majeure or fault of the Owners the Share Payment shall be immediately repaid to the Charterers.

�

At the time that the Purchase Option or when the Purchase Obligation is exercised the Charterers shall pay to the Owners USD forty one thousand nine hundred fifteen and forty seven cents($ 41,915.47 ) payable in NewLead’s common shares which is the book value of the bunkers onboard on MT KATERINA L on the date of the delivery of the vessel. In the event of termination under Clause 25 (b) due to default of Owners, or 28 (c) or termination by the Charterers under Clause 28 (d) of the Charter or in case the Purchase Option or Obligation will not be exercised either due to force majeure or fault of the Owners, the vessel shall be returned to the Owners containing the same quantity of bunkers (IFO 25.997 Tns, MGO 17.508 Tns, ENGINE OIL 0.000 Ltrs, GENERATOR OIL 280.000 Ltrs, THERMOIL 3000.000 Ltrs, HYDRAULIC 410.000 Ltrs) as the date it was delivered to the Charterers.

�

2.

Hire

�

Hire payment is to cover Owners’ interest obligations under the Financial Instrument (the “Financial Instrument”) (as per the appendix A). The hire is to be paid in installments on a quarterly basis in arrears on the dates corresponding to the Financial Instrument repayment dates and will amount to the actual interest part of the repayment of the Financial Instrument. The Owners will provide to the Charterers the bank slip evidencing the actual interest amounts payable at least fifteen (15) days prior the payment date. The calculations provided in Appendix B illustrate the expected hire with an assumed Libor of 0.50%. For the calculation of the interest part, the actual hire is expected to be different due to Libor rate’s variations. The interest calculation will also differ in case the Charterers exercise their option to repay the Capital as provided below to rider clause 3. Following each payment of Interest (or Principal under the option provided below to rider clause 3) to the Bank, the Owners will provide supporting documentation from the Bank to the Charterers, showing that the Charterers used the hire for paying down the Financial Instrument and/or interest thereon. The Owners undertake and guarantee that the sole use of the Hire payment is to repay down the Financial Instrument and will not cover with that money any other obligations nor distribute any dividends to the shareholders.

�

3.

Purchase Option and Obligation

�

Charterers to have a Purchase Option and the Owners the obligation to sell the vessel exercisable at any time during the duration of the current Charter (the “Charter”) (the “Purchase Option”). The Purchase Option price to be the vessel's outstanding loan amount, which is the Capital as it is defined here below, at the date of the exercise of the option as it may be reduced pursuant to the third paragraph here below, plus the interest accrued under the Financial Instrument during the period from the last payment of principal and interest pursuant to the Financial Instrument until delivery to buyers, plus any amounts remaining unpaid under the Initial Trade Debt Obligation as per appendix C.

�

Charterers to have the Obligation (the “Purchase Obligation”) to purchase and the Owners the obligation to sell the vessel to the Charterers at the end of the duration of the Charter as per Box 21 (which matches to the maturity date according to the Financial Instrument) at a price of USD three million twenty five thousand (3,025,000) (the “Capital”), as may be reduced in Capital pursuant to the following paragraph, plus any amount remaining under the Initial Trade Debt Obligation as per appendix C.

�

��

Charterers to have the option, on their sole discretion, to prepay part or all of the Capital of the Financial Instrument that is attributed to M/T KATERINA L (the vessel owned by the Owners) of USD three million twenty five thousand (3,025,000) at any time on the Charterers’ option. Any amount paid to the Owners under this provision shall be reduced from the Capital as described on the previous paragraph. In case the Charterers will not exercise the Purchase Option or Obligation either due to force majeure or fault of the Owners, the Owners will return any amount paid to the Charterers as part of the Capital of the Financial Instrument as described here above.

�

The Charterers may on their option prepay any amount of the Initial Trade Debt Obligation as per appendix C during the term of this Charter or at the Purchase Option or Purchase Obligation dates. The Charterers may on their sole option pay directly any vendors (as defined in the Appendix C). In case the Charterers will not exercise the Purchase Option or Obligation, either due to force majeure or fault of the Owners, the Owners will return any amount paid to the Charterers as part of the Initial Trade Debt Obligations as described here above.

�

Charterers to give the Owners written notice of their exercise of the Purchase Option approximately 30 days prior to the date of estimated delivery of the vessel pursuant to such option and 30/20/15/7/5 days approximate and 3/1 days definite notice of the vessel's delivery.

�

4. ������The Owners undertake and guarantee that aside from the encumbrances that already exist in favor of the Financial Instrument they will not create any additional mortgage, lien, debt, assignment over, or other security interest whatsoever in the vessel. Additionally they undertake and guarantee that they will not alter any repayment terms on the Financial Instrument unless they obtain consent in writing by the Charterer.

�

5.������ If at any time and always within the duration of the Charter :

a) the trading value of the Shares is less than the value at the date of issuance and/or

b) the total amount which the Owners have received as consideration in respect of the sale of all or any part of the Shares (the “Sold Amount”), come to a total less than the Share Payment amount,

then Owners shall immediately issue to the Charterers a notice in writing, which shall be in a form acceptable by the Charterers, confirming the Sold Amount received as per Rider Clause 5 b), the sale date(s) of the Shares and the stock price of the sold Shares on the date(s) those Shares were sold, which shall not be less than the price of common stock of NewLead (VWAP).

�

Provided that the above conditions are met cumulatively the Charterers shall effect true-up adjustments, and issue further additional shares (the “True-Up Shares”) to the Owners with the price per share to be the average of the last ten (10) days preceding the date on which the shares are issued.

�

6.������If, at any time until the compulsory purchase of the vessel (as per clause 3 and Box 21 of the Charter), the Shares cease (or have ceased) to remain publicly listed on any national security exchange or market, trading or quotation facility; and (i) a shortfall exists after the Sold Amount has been deducted from the Share Payment (the "De-Listing Shortfall"); and (ii) all and any Shares held by the Owners have been sold or transferred back to such private shareholders of NewLead (as the board of directors of NewLead may direct in accordance with the shareholding proportions that each such private shareholder holds in NewLead on the maturity date), the Charterers shall in their sole and absolute discretion (within 60 Business Days from the maturity date or such other date as the Parties may agree):

�

(A) pay to the Owners (or to their order) the amount of the De-Listing Shortfall in cash;

�

��

(B) procure the delivery of the Vessel to the Owners or their nominee (on such terms as may be agreed between the Parties) and as may be equal to the De-Listing Shortfall based on the average of two contemporaneous written valuations of such Vessel with the benefit of any charter and on a willing seller willing buyer basis, prepared by two first-class international shipbrokers (each of the Owners and Charterers to supply each shipbroker and bear the costs respectively); or

(C) any combination of the two just mentioned options in the sole discretion of the Charterers, as may be equal to the De-Listing Shortfall.

�

Immediately upon the settlement of the De-Listing Shortfall pursuant to the Clause here above, the Charterers shall have no obligation or liability to the Owners (or any other person) whatsoever under or pursuant to the terms of this Charter, whereupon this Charter shall cease to take effect and the Owners shall not be entitled to advance any claim for any compensation, indemnity, losses, damages, expenses or costs whatsoever whether directly or indirectly incurred or whether present, future or contingent as a consequence thereof whether against the Charterers, NewLead and/or any person, officer or agent acting on behalf of any such entities.

�

7.������� In the event of any conflict between these Rider Clauses and Part I, II and IV of this Charter these Rider Clauses shall prevail.

�

�

EXHIBIT 99.3

�

Execution Version

�

DATED������������October 16 2014

�

THALASSA HOLDINGS SA

PELAGOS HOLDINGS SA

(as Vendors)

�

NEWLEAD TANKER ACQUISITIONS INC

(as Purchaser)

�

and

NEWLEAD HOLDINGS LTD.

(as NewLead)

�

_______________________________________

�

SHARE SALE AND PURCHASE AGREEMENT

�

_______________________________________

�

�

�

CONTENTS

�

1.	DEFINITIONS AND INTERPRETATION	3
�	�	�
2.	SALE AND PURCHASE	7
�	�	�
3.	CONDITIONS	7
�	�	�
4.	CONDUCT OF BUSINESS BEFORE FIRST COMPLETION	9
�	�	�
5.	CONSIDERATION	10
�	�	�
6.	DEFERRED CONSIDERATION	10
�	�	�
7.	TRUE-UP SHARES	11
�	�	�
8.	FIRST COMPLETION	13
�	�	�
9.	SECOND COMPLETION	14
�	�	�
10.	NO DISPOSALS	15
�	�	�
11.	TERMINATION SHARES AND CONSIDERATION	15
�	�	�
12.	FAIR MARKET VALUE	17
�	�	�
13.	EXPERT	17
�	�	�
14.	WARRANTIES AND INDEMNITIES	18
�	�	�
15.	PROVISION OF INFORMATION	19
�	�	�
16.	PRE-EMPTION WAIVERS	19
�	�	�
17.	PROTECTION OF THE PURCHASER'S INTERESTS	19
�	�	�
18.	INSURANCE	20
�	�	�
19.	ANNOUNCEMENTS	21
�	�	�
20.	CONFIDENTIALITY	21
�	�	�
21.	PROVISIONS RELATING TO AGREEMENT	22
�	�	�
22.	ASSIGNMENT AND SUB-CONTRACTING	22
�	�	�
23.	FURTHER ASSURANCE	22
�	�	�
24.	SEVERABILITY	23
�	�	�
25.	COSTS	23
�	�	�
26.	NOTICES	23
�	�	�
27.	GOVERNING LAW AND JURISDICTION	24
�	�	�
SCHEDULE 1 – (THE COMPANIES AND THE SALE SHARES)		26
�	�	�
SCHEDULE 2 – (the warranties)		28
�	�	�
SCHEDULE 3 – (the vessels)		39
�	�	�
SCHEDULE 4 – (list of material contracts)		40

�

�

THIS AGREEMENT is made on October 16, 2014

�

BETWEEN

�

(1)

THALASSA HOLDINGS SA a company incorporated in Liberia with Registration No. C-109798, whose registered office is at 80 Broad Street, Monrovia, Liberia ("Thalassa");

�

(2)

PELAGOS HOLDINGS SA, a company incorporated in Liberia with Registration No. C-112650, whose registered office is at 80 Broad Street, Monrovia, Liberia ("Pelagos" and together with Thalassa, the "Vendors" and each, a "Vendor" );

�

(3)

NEWLEAD TANKER ACQUISITIONS INC., a company incorporated in the Marshall Islands with Registration No. 72181 whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (the "Purchaser"); and

�

(3)

NEWLEAD HOLDINGS LTD., a company incorporated in Bermuda with Registration No. EC-36332 whose registered office is at Canon's Court, 22 Victoria Street, Hamilton, Bermuda ("NewLead"),

�

each a "Party" and together the "Parties".

�

RECITALS

�

(A)

The Vendors are together the beneficial owners of the whole of the issued and allotted share capital in the Companies and each of the Vendors is the sole beneficial owner and registered holder of the Sale Shares (as hereinafter defined and as more particularly described in Part B of Schedule 1).

�

(B)

The Vendors have agreed to sell and the Purchaser (a wholly owned subsidiary of NewLead) has agreed to buy the Sale Shares on the terms and conditions hereinafter contained.

�

NOW IT IS AGREED as follows:

�

1.

DEFINITIONS AND INTERPRETATION

�

1.1

In this Agreement (including the Recitals and the Schedules), unless the context otherwise requires, the following words and expressions shall have the following meanings:

�

"Accrued Liabilities" means the total amount of liabilities in respect of any of the Companies and/or any of the Vessels accrued on or before the Deferred Issuance Date (as the case may be) and as such amount may be determined by the Purchaser;

�

"Affiliates" means a company's subsidiaries and subsidiary undertakings and its parent company or parent undertaking, and the subsidiaries and subsidiary undertakings of any such parent company or parent undertaking;

�

�

"Assets" means the amount of the total assets including (without limitation) present and future properties, revenues and rights of every description of the Companies determined on a consolidated basis;

�

"Audited Accounts" means the Companies' individual accounts, audited financial statements in the form of US GAAP for the financial year ended on the Balance Sheet Date, the auditors' report on those accounts, the directors' report for that year and the notes to those accounts;

�

"Balance Sheet�Date" means the First Completion Date;

�

"Books and Records" has its common law meaning and includes, without limitation, all notices, correspondence, orders, inquiries, drawings, plans, books of account and other documents and all computer disks or tapes or other machine legible programs or other records (but excluding software);

�

"Business Days" means a day (other than a Saturday, Sunday or public holiday) when banks are open for business in Athens, New York and London;

�

"Companies" means each and all of Aeolus Compania Naviera SA, Flegra Compania Naviera S.A, Frourio Compania Naviera S.A., Kastro Compania Naviera SA and Nepheli Marine Company and each of them a company incorporated in the Republic of Liberia as more particularly described in Part A of Schedule 1 (and a "Company" means any of them);

�

"Conditions" means the conditions set out in Clause 3;

�

"Consideration Price" has the meaning given to it in Clause 5.1;

�

"Consideration Shares" means common stock in NewLead issued to the Vendors from time to time (or such other entity or entities as may be agreed with the Purchaser) as consideration for the sale of the Sale Shares by the Vendors to the Purchaser, including (without limitation) the First Consideration Shares, the Second Consideration Shares, any Deferred Shares and any True-Up Shares;

�

"Deferred Amount" means the value of the Deferred Shares calculated in accordance with Clause 6.3;

�

"Deferred Issuance Date" means the date falling on the first anniversary of the First Completion Date or (in cases where such date does not fall on a Business Day) the Business Day immediately prior;

�

"Deferred Shares" has the meaning given to it in Clause 5.4;

�

"Dollar" and "$" means the lawful currency of the United States of America from time to time;

�

"Encumbrance" means any charge, claim, limitation, condition, equitable interest, mortgage, lien, option, pledge, security interest, easement, encroachment, right of first refusal, adverse claim or restriction of any kind, including any restriction on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership;

�

�

"Fair Market Value" means the value of any shares determined in accordance with Clause 12;

�

"First Completion" means the completion of the sale and purchase of the Sale Shares under this Agreement in accordance with Clause 8;

�

"First Completion Amount" means US$5,000,000;

�

"First Completion Date " has the meaning given to it in Clause 8.1;

�

"First Consideration Shares" has the meaning given to it in Clause 5.2;

�

"Governmental Authority" means any national, supranational, federal, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury);

�

"Law" means any statute, law, rule, regulation, ordinance, code, executive order, injunction, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment of any Governmental Authority;

�

"Mortgagee Banks" means (i) Natixis Bank as mortgagee bank in respect of each of m.v. CAPTAIN NIKOLAS I, m.v. NEPHELI and m.v. SOFIA; and (ii) National Bank of Greece S.A. as mortgagee bank in respect of each of m.v. IOLI and m.v. KATERINA L (and "Mortgagee Bank" means either of them);

�

"NewLead's Group" means NewLead and its Affiliates from time to time;

�

"Purchaser's Group" means the Purchaser and its Affiliates from time to time;

�

"Purchaser's Solicitors" means Holman Fenwick Willan International LLP of 83 Akti Miaouli & Flessa Street, Piraeus, Greece 185 38;

�

"Quarter Dates" means 31�March, 30 June, 30 September and 31 December (and "Quarter Date" means any one of them);

�

"Sale Shares" means all the registered shares each of no par value and each in the capital of each of the Companies allotted and in issue at the date of this Agreement and as more particularly described in Part B of Schedule 1;

�

"Second Completion" means the provision of the Audited Accounts under this Agreement in accordance with Clause 9;

�

"Second Completion Amount" means US$3,000,000;

�

"Second Completion Date" has the meaning given to it in Clause 9.1;

�

�

"Second Consideration Shares" has the meaning given to it in Clause 5.3;

�

"Securities Act" means the Unites States Securities Act of 1933 as amended;

�

"Sold Amount" means the total amount which the Vendors have received (or shall receive as the case may be) as consideration in respect of the sale of all or any part of the Consideration Shares provided that, when determining the Sold Amount, the price of all or any of the Consideration Shares shall not be less than the Stock Price of such Consideration Shares on the date of such sale (VWAP);

�

"Stock Price" means the price of common stock in NewLead (as adjusted for any stock splits or dividends) on the Business Day immediately prior to the date on which any of the Consideration Shares (including, without limitation, the First Consideration Shares, the Second Consideration Shares, any Deferred Shares and any True-Up Shares) are to be issued to the Vendors and/or such price is to be ascertained in accordance with or pursuant to the terms of this Agreement;

�

"Termination Date" means the date falling on the earlier of: (i) the second anniversary of the First Completion Date or (in cases where such date does not fall on a Business Day) the Business Day immediately prior; (ii) the date on which the common stock of NewLead ceases to be publicly listed on any national security exchange or market, trading or quotation facility; and (iii) the date on which a Termination Notice is deemed received by the Purchaser in accordance with Clause 11.1;

�

"Termination Shares" means any Termination Shares to be issued to the Vendors in accordance with Clause 11 and pursuant to Rule 144A of the Securities Act as fully paid and non-assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof;

�

"True-Up Period" means the period starting on the first Business Day after the First Completion Date and ending on the Business Day falling immediately prior to the Termination Date;

�

"True-Up Notice" has the meaning given to it in Clause 7.1;

�

"True-Up Shares" means any Consideration Shares to be issued to the Vendors in accordance with Clause 7 and pursuant to Rule 144A of the Securities Act as fully paid and non- assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof;

�

"Vendors' Accountants" means Mazzars Paris of 61 rue Henri Regnault, 92075 Paris La D�fense C�dex – France;

�

"Vendors' Group" means the Vendors and its Affiliates from time to time;

�

"Vessel Market Value" means the value of any of the Vessels as determined in accordance with Clause 12;

�

�

"Vessels" means together m.v. "CAPTAIN NIKOLAS I", m.v. "IOLI", m.v. "KATERINA L", m.v. "NEPHELI" and m.v. "SOFIA" and as further described in Schedule 3 to this Agreement (and each one being a "Vessel"); and

�

"Warranties" means the representations, warranties and undertakings given by the Vendors referred to in Clause 14.

�

1.2

In this Agreement (including the Recitals and the Schedules), unless the context otherwise requires:

�

(a)

all references to statutory provisions or enactments shall include references to any amendment, modification or re-enactment of any such provision or enactment (whether before or after the date of this agreement), to any previous enactment which has been replaced or amended and to any regulation or order made under such provision or enactment;

�

(b)

references to documents "in the agreed form" are to documents in terms agreed between the parties to this agreement and signed (for the purpose of identification on only) by the Vendors and the Purchaser prior to the signature of this agreement;

�

(c)

references to the Recitals, clauses and the Schedules are respectively to the Recitals to, clauses of and the Schedules to this agreement.

�

2.

SALE AND PURCHASE

�

2.1

Each of the Vendors with full title guarantee shall sell with effect from First Completion Date the Sale Shares and the Purchaser shall purchase with effect from First Completion Date all of the Sale Shares with all rights attached or accruing to them and free from all claims, charges, liens, encumbrances, options, rights of pre-emption or equities whatsoever.

�

2.2

The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously in accordance with this Agreement.

�

3.

CONDITIONS

�

3.1

The sale and purchase of the Sale Shares pursuant to this Agreement is in all respects conditional on the satisfaction or waiver of the following Conditions:

�

(a)

the passing of a duly convened resolution of the board of directors of NewLead to approve the arrangements described in this Agreement in the agreed form subject to the fiduciary duties from time to time of their directors;

�

(b)

confirmation in writing from each of the Mortgagee Banks, (in forms acceptable to the Purchaser and NewLead in all respects), that each Mortgagee Bank: (i) approves and consents to the arrangements described in this Agreement; and (ii) agrees to a moratorium or grace period in respect of any rights the Mortgagee may have against the Companies and/or the Vessels (on such terms as may be acceptable to the Purchaser);

�

�

(c)

the continuing public listing of common stock in NewLead on any national security exchange or market, trading or quotation facility up to an including the First Completion Date;

�

(d)

the issuance of a satisfactory legal opinion or due diligence report by the Purchaser's Solicitors in favour of the Purchaser (or NewLead as the case may be) in such form as may be acceptable to the Purchaser;

�

(e)

the issuance of a satisfactory financial report (including, without limitation, an analysis of the Assets, historical audited accounts for the financial years ending 31 December 2011, 31 December 2012 and 31 December 2013 and other financial statements of the Companies and the Vendors' Group) by the Vendor's Accountants in favour of the Purchaser (or NewLead as the case may be) in such form as may be acceptable to the Purchaser;

�

(f)

the issuance of a letter to the Purchaser and NewLead (in such form as may be acceptable to the Purchaser) from each of the Vendors, the Companies and the directors/officers of the Companies confirming (amongst other things) that all documentation and information supplied to the Purchaser (or the Purchaser's Solicitors on behalf of the Purchaser) is true, accurate and complete in all respects, does not contain any misstatement of fact or omit any material fact, is not misleading and has not been amended, varied or supplemented in any way on, before or after the date that such documentation or information was supplied by the Purchaser; and

�

(g)

all Parties (other than NewLead) having passed director and shareholder resolutions approving this Agreement and all matters required in connection with this Agreement.

�

3.2

The Parties must use all reasonable endeavours to procure that the Conditions are satisfied as soon as practicable and in any event no later than 00:00:

�

(a)

on 31 October 2014; or

�

(b)

where a later date has been agreed in writing between the Parties, on that date.

�

3.3

A Condition may only be waived by all Parties in writing.

�

3.4

If the Conditions have not been satisfied or waived by 00:00 on 31 October 2014 this Agreement will terminate and cease to have effect immediately after that time on that date except for Clauses 19, 20, 21,24, 25, 26 and any rights or liabilities that may have accrued under this Agreement.

�

3.5

For the avoidance of doubt, in the event of termination of the Agreement pursuant to Clause 3.4 above, the Vendors shall not be entitled to make any claim whatsoever against either the Purchaser or NewLead for any compensation, indemnity, losses, damages, expenses or costs whatsoever whether directly or indirectly incurred or whether present, future or contingent as a consequence such termination or entry into this Agreement.

�

�

4.

CONDUCT OF BUSINESS BEFORE FIRST COMPLETION

�

4.1

The Vendors will procure that, between the time of this Agreement and the First Completion Date, the Companies and each other member of the Vendors' Group will carry on business in the normal course and (except as expressly provided in this Agreement) shall not do or permit any of the matters listed in Clause 4.2 without the consent in writing of the Purchaser, such consent not to be unreasonably withheld or delayed.

�

4.2

Subject as provided in Clause 4.1, the Vendors undertake with the Purchaser that it will procure that the Vendors, the Companies and each other member of the Vendors' Group shall not between the time of this Agreement and the First Completion Date do, or cause to be done, any of the following:

�

(a)

dispose of, agree to dispose of, or grant or agree to grant any option in respect of, any material part of its assets except in the ordinary course of business on normal arm's length terms;

�

(b)

enter into any individual contract or commitment relating to or affecting any material part of its business or the business of the Vendors' Group or any materially unusual, abnormal or onerous contract or commitment;

�

(c)

declare, make or pay any dividend or other distribution;

�

(d)

create, grant or issue, or agree to create, grant or issue, any mortgages, charges (other than liens arising by operation of Law), debentures or other securities or redeem or agree to redeem any such securities or give or agree to give, any guarantees or indemnities, except, in the case of guarantees and indemnities, in the ordinary course of trading;

�

(e)

create, allot or issue or agree to create, allot or issue any shares or other securities of whatsoever nature convertible into shares;

�

(f)

create, issue, redeem or grant any option or right to subscribe in respect of any share capital or agree so to do;

�

(g)

reduce its share capital or purchase its own shares;

�

(h)

fail to take any action required to maintain any of its insurances in force or do anything in the knowledge that such action would make any policy of insurance in which any member of the Vendors' Group holds a benefit void or voidable;

�

(i)

alter any provision of its Memorandum or Articles of Association (or equivalent constitutional documents) or adopt or pass further regulations or resolutions inconsistent therewith;

�

(j)

pass any resolutions in general meeting or by way of written resolution, including, without limitation, any resolution for winding-up, or to capitalise any profits or any sum standing to the credit of share premium account or capital redemption reserve fund or any other reserve;

�

�

(k)

change its accounting reference date;

�

(l)

make any material change to the accounting procedures or principles by reference to which its accounts are drawn up;

�

(m)

make any substantial change in the nature or organisation of its business;

�

(n)

discontinue or cease to operate all or any material part of its business; or

�

(o)

change its residence for taxation purposes.

�

4.3

From the date of this Agreement, the Vendors shall give the Purchaser and NewLead, (upon reasonable notice and subject to confidentially requirements of Clause 20), full access to the premises and the Books and Records and title deeds of the Companies, and to the directors of the Companies, and the Companies will be instructed to give all information and explanations to the Purchaser and NewLead or any such other persons as they may reasonably request.

�

5.

CONSIDERATION

�

5.1

The consideration for the Sale Shares shall be US$33,000,000 less all and any Accrued Liabilities (the "Consideration Price"), which shall be satisfied by the issuance of the Consideration Shares by NewLead to the Vendors in accordance with this Agreement.

�

5.2

The number of Consideration Shares to be issued to the Vendors on the First Completion Date shall be determined by NewLead by dividing the First Completion Amount by the Stock Price (the "First Consideration Shares").

�

5.3

The number of Consideration Shares to be issued to the Vendors on the Second Completion Date shall be determined by NewLead by dividing the Second Completion Amount by the Stock Price (the "Second Consideration Shares").

�

5.4

The number of Consideration Shares to be issued to the Vendors on the Deferred Issuance Date shall be determined by NewLead by dividing the Deferred Amount by the Stock Price (the "Deferred Shares").

�

6.

DEFERRED CONSIDERATION

�

6.1

If, on the Second Completion Date the aggregate of: (i) the Sold Amount; and (ii) the Stock Price multiplied by the total number of remaining Consideration Shares (if any) held by the Vendors on the Second Completion Date, is less than the aggregate of (i) the First Completion Amount; and (ii) the Second Completion Amount, NewLead shall issue such number of Second Consideration Shares to the Vendors as may be determined by NewLead on the basis of the following calculation:

�

(A – B – C)

D

�

Where:

"A" equals the aggregate of (i) the First Completion Amount; and (ii) the Second Completion Amount;

�

�

"B" equals the Sold Amount;

�

"C" equals the Stock Price multiplied by the total number of remaining Consideration Shares held unsold (if any) by the Vendors on the Second Completion Date; and

�

"D" equals the Stock Price on the Second Completion Date.

�

6.2

If, on the Second Completion Date, the aggregate of: (i) the Sold Amount; and (ii) the Stock Price multiplied by the total number of remaining Consideration Shares (if any) held by the Vendors on the Second Completion Date, is equal to or greater than the aggregate of: (i) the First Completion Amount; and (ii) the Second Completion Amount, no Second Consideration Shares shall be issued to the Vendors by NewLead.

�

6.3

If, on the Deferred Issuance Date (a) the Second Completion Date has occurred; and (b) the aggregate of: (i) the Sold Amount; and (ii) the Stock Price multiplied by the total number of remaining Consideration Shares (if any) held by the Vendors on the Deferred Issuance Date, is less than the Consideration Price, NewLead shall issue such number of Deferred Shares to the Vendors as may be determined by NewLead on the basis of the following calculation:

�

(A – B – C)

D

�

Where:

"A" equals the Consideration Price;

�

"B" equals the Sold Amount;

�

"C" equals the Stock Price multiplied by the total number of remaining Consideration Shares held unsold (if any) by the Vendors on the Deferred Issuance Date; and

�

"D" equals the Stock Price on the Deferred Issuance Date.

�

6.4

If, on the Deferred Issuance Date, the aggregate of: (i) the Sold Amount; and (ii) the Stock Price multiplied by the total number of remaining Consideration Shares (if any) held by the Vendors on the Deferred Issuance Date, is equal to or greater than the Consideration Price, no Deferred Shares shall be issued to the Vendors by NewLead.

�

7.

TRUE-UP SHARES

�

7.1

If, at any time (other on the Second Completion Date or the Deferred Issuance Date) and always within the True-Up Period:

�

(a)

the Sold Amount of the Consideration Shares is less than:

�

(i)

the First Completion Amount, if the date of issuance of the True-Up Shares is after the First Completion Date but prior to the Second Completion Date; or

�

�

(ii)

the aggregate of the First Completion Amount and the Second Completion Amount, if the date of issuance of the True-Up Shares is after the Second Completion Date but prior to the Deferred Issuance Date; or

�

(iii)

the Consideration Price if the date of issuance of the True-Up Shares is after the Deferred Issuance Date;

�

(b)

and all of the Consideration Shares issued to Vendors have been sold,

�

the Vendors shall immediately issue to the Purchaser and NewLead a notice in writing confirming: (i) the Sold Amount, (ii) the sale date(s) of the Consideration Shares; (iii) the Stock Price(s) on the date(s) that such Consideration Shares were sold (the "True-Up Notice"),.

�

7.2

Provided that:

�

(a)

the True-Up Notice has been issued to the Purchaser and Newlead in accordance with notice requirements of Clause 26 and;

�

(b)

the Vendors have provided such supporting documentation as may reasonably be required by the Purchaser to evidence the details specified in the True-Up Notice,

�

NewLead shall issue (within three Business Days from the date of receipt by the Purchaser and NewLead of the True-Up Notice) such number of True-Up Shares as may be determined by NewLead on the basis of the following calculation:

�

(A – B)

C

Where: "A" equals:

�

(i) if the date of issuance of the True-Up Shares is after the First Completion Date but prior to the Second Completion Date, the First Completion Amount;

�

(ii) if the date of issuance of the True-Up Shares is after the Second Completion Date but prior to the Deferred Issuance Date, the aggregate of the First Completion Amount and the Second Completion Amount; and

�

(iii) if the date of issuance of the True-Up Shares is after the Deferred Issuance Date, the Consideration Price.

�

"B" equals the Sold Amount;

�

"C" equals the Stock Price on the date that the True-Up Shares are to be issued to the Vendors.

�

7.3

For the avoidance of doubt, the number of True-Up Notices issued (or to be issued) by the Vendors pursuant to this Clause 7 shall not be limited in any way, provided that:

�

(a)

such True-Up Notice is issued within the True-Up Period and in accordance with the requirements of this Clause 7;

�

�

(b)

the Vendors have complied (and continue to comply) with the terms of this Agreement including, without limitation, the provision of information requirements of Clause 15; and

�

(c)

the Sold Amount is less than the Consideration Price.

�

7.4

Notwithstanding any other provision of this Agreement, if at any time the Sold Amount is equal to or greater than the Consideration Price, no True-Up Shares shall be issued to the Vendors in accordance with this Clause 7.

�

8.

FIRST COMPLETION

�

8.1

Subject to Clause 3.2, First Completion shall take place at the offices of NewLead at 12:00 on the Business Day immediately following the satisfaction and/or waiver of all of the Conditions or such later date as the Parties may agree (the "First Completion Date").

�

8.2

On the First Completion Date, the Vendors shall deliver (where appropriate as agent for each of the Companies) to the Purchaser:

�

(a)

duly completed stock transfer forms in respect of the Sale Shares duly executed by the Vendors respectively in favour of the Purchaser or as it may direct;

�

(b)

certificates for the Sale Shares (or an indemnity in lieu thereof) and any other documents which may be required to give good title to the Sale Shares and to enable the Purchaser to procure registration of the same in its name or as it may direct, together with any waivers, consents and other documents as may be required to enable the Purchaser to be registered or recorded as the holder of the Sale Shares;

�

(c)

the resignations of each of the directors (other than those requested in writing by the Purchaser to remain) and the secretary of each of the Companies in the agreed form confirming that each such director and/or secretary have no claims against any of the Companies;

�

(d)

confirmation by each of the Vendors in the agreed form that the Vendors have no claims against each of the Companies;

�

(e)

each of the Companies' original certificate of incorporation, certificate of incorporation on change of name (if applicable), common seal, statutory registers, minute books, share certificate books and all other books (all duly written up to date);

�

(f)

the resignation of the auditors of each of the Companies together with their confirmation that they have no outstanding claims against the Vendors or the Companies in the agreed form together with a duplicate;

�

(g)

evidence that all bank account signatories and bank mandates issued in favour of any person prior to the First Completion Date in connection with any account opened in the name of any of the Companies and/or in connection with any of the Vessels (whether held with a Mortgagee Bank or any other bank or financial institution) have each been revoked and cease to have any effect and such other persons (as the Purchaser may direct) have been appointed and duly authorised as account signatories to all the accounts of any of the Companies, together with any waivers, consents and other documents as may be required to enable the Purchaser to effect such changes;

�

�

(h)

any power of attorney under which any document required to be delivered under this Clause 8.2 has been executed;

�

(i)

certified copies of board resolutions of each of the Vendors and the Companies (approving, inter alia, the sale of the Sale Shares to the Purchaser) in the agreed form;

�

(j)

evidence of termination of all related party contracts entered into by the Companies (to the satisfaction of the Purchaser) including, without limitation all and any agreements entered into between any of the Companies and Harmonia Shipping Management Inc. (or its Affiliates) as may be required by the Purchaser; and

�

(k)

such other documents or consents as may be reasonably required by the Purchaser or NewLead to give effect to the terms of this Agreement.

�

8.3

Provided the Vendors comply with all their obligations under Clause 8.2 (subject only to the Purchaser fulfilling its obligations under this clause) NewLead shall, on the First Completion Date allot and issue to the Vendors the First Consideration Shares (the number of which shall be calculated in accordance with Clause 5.2 above) pursuant to Rule 144A of the Securities Act as fully paid and non-assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof.

�

8.4

If for any reason the provisions of Clause 8.2 are not fully complied with, the Purchaser shall be entitled (in addition and without prejudice to any other right or remedy available to it) to elect in its absolute discretion:

�

(a)

to rescind this Agreement;

�

(b)

to fix a new First Completion Date; or

�

(c)

to proceed to First Completion so far as practicable, the Vendors then being obliged to use all best endeavours to perform or procure the performance of any of the outstanding provisions of Clause 8.2.

�

8.5

The solicitors to any Party to this Agreement are authorised to take delivery on behalf of such Party of any items under this Agreement and their receipt shall be a good discharge for those items to the Party and the solicitors to the Party making delivery.

�

9.

SECOND COMPLETION

�

9.1

Second Completion shall take place on the date falling 20 Business Days from the First Completion Date or such later date as the Purchaser may agree in its absolute discretion (the "Second Completion Date").

�

�

9.2

On the Second Completion Date, the Vendors shall deliver (where appropriate as agent for each of the Companies) the Audited Accounts in such form as may be acceptable to the Purchaser.

�

9.3

Provided the Vendors comply with all their obligations under Clause 8.2 NewLead shall, on the Second Completion Date allot and issue to the Vendors the Second Consideration Shares (the number of which shall be calculated in accordance with Clause 5.3 above) pursuant to Rule 144A of the Securities Act as fully paid and non-assessable and free from all taxes, liens, claims and encumbrances with respect to the issue thereof.

�

9.4

If for any reason the provisions of Clause 8.2 are not fully complied with, notwithstanding anything else contained in this Agreement, the Purchaser shall have no further obligation whatsoever to issue any further Consideration Shares (including, without limitation, the Second Consideration Shares, the Deferred Shares and any True-Up Shares).

�

10.

NO DISPOSALS

�

10.1

The Purchaser represents and warrants that, prior to the Termination Date, so long as any part of the Consideration Price remains outstanding, it will not sell or dispose of:

�

(a)

any shares in the Companies; or

�

(b)

any of the Vessels,

�

without prior consent of the Vendors (such consent not to be unreasonably withheld or delayed).

�

11.

TERMINATION SHARES AND CONSIDERATION

�

11.1

If, after the First Completion Date, the financial condition of the Purchaser has significantly deteriorated from the date on which this Agreement is executed, the Vendors shall promptly notify the Purchaser in writing in accordance with Clause 26 confirming such circumstances (the "Termination Notice").

�

11.2

If, on the Termination Date:

�

(a)

the Consideration Shares remain publicly listed on any national security exchange or market, trading or quotation facility;

�

(b)

no Termination Notice has been issued; and

�

(c)

a shortfall exists after the aggregate of: (i) the Sold Amount; and (ii) the Stock Price multiplied by the total number of Consideration Shares held unsold by the Vendors, has been deducted from the Consideration Price (the "Termination Shortfall"),

�

NewLead shall issue (within three Business Days from the Termination Date) such number of Termination Shares as may be determined by NewLead by dividing the Termination Shortfall by the Stock Price on the Termination Date.

�

�

11.3

Immediately upon the issuance of any Termination Shares pursuant to Clause 11.2 above, neither the Purchaser nor NewLead shall have any obligation or liability to the Vendors (or any other person) whatsoever under or pursuant to the terms of this Agreement, whereupon this Agreement shall cease to take effect and the Vendors shall not be entitled to advance any claim for any compensation, indemnity, losses, damages, expenses or costs whatsoever whether directly or indirectly incurred or whether present, future or contingent as a consequence thereof whether against the Purchaser, NewLead, any of the Companies and/or any person, officer or agent acting on behalf of any such entities.

�

11.4

If, on the Termination Date, (a) the Consideration Shares cease (or have ceased) to remain publicly listed on any national security exchange or market, trading or quotation facility; or (b) a Termination Notice has been issued by the Vendors in accordance with Clause 11.1; and (i) a shortfall exists after the Sold Amount has been deducted from the Consideration Price (the "De-Listing Shortfall"); and (ii) all and any Consideration Shares held by the Vendors have been sold or transferred back to such private shareholders of NewLead (as the board of directors of NewLead may direct in accordance with the shareholding proportions that each such private shareholder holds in NewLead on the Termination Date), the Purchaser shall in its sole and absolute discretion (within 60 Business Days from the Termination Date or such other date as the Parties may agree):

�

(A)

pay to the Vendors (or to their order) the amount of the De-Listing Shortfall in cash;

�

(B)

procure the issuance or transfer of such shares in the Purchaser (the "De-Listing Shares") to the Vendors (or to their order) as may be equal to the De-Listing Shortfall based on the Fair Market Value of the De-Listing Shares;

�

(C)

procure the issuance or transfer of such shares in any of the Companies (the "Company Shares") to the Vendors (or to their order) as may be equal to the De-Listing Shortfall based on the Fair Market Value of the Company Shares;

�

(D)

procure the sale and delivery of any of the Vessels to the Vendors or their nominee (on such terms as may be agreed between the Parties) and as may be equal to the De-Listing Shortfall based on the Vessel Market Value of such Vessel(s); or

�

(E)

any combination of (i), (ii), (iii) and/or (iv) in the sole discretion of the Purchaser, as may be equal to the De-Listing Shortfall.

�

11.5

Immediately upon the settlement of the De-Listing Shortfall pursuant to Clause 11.4 above, neither the Purchaser nor NewLead shall have any obligation or liability to the Vendors (or any other person) whatsoever under or pursuant to the terms of this Agreement, whereupon this Agreement shall cease to take effect and the Vendors shall not be entitled to advance any claim for any compensation, indemnity, losses, damages, expenses or costs whatsoever whether directly or indirectly incurred or whether present, future or contingent as a consequence thereof whether against the Purchaser, NewLead, any of the Companies and/or any person, officer or agent acting on behalf of any such entities.

�

�

11.6

Notwithstanding anything contained in Clause 11.2 or 11.4 above, if, on the Termination Date the Consideration Shares cease (or have ceased) to remain publicly listed on any national security exchange or market, trading or quotation facility as a result of or in connection with the Vendors' failure to comply with their obligations under Clause 9.2, neither the Purchaser nor NewLead shall have any obligation or liability to the Vendors (or any other person) whatsoever under or pursuant to Clause 11.2 and 11.4.

�

12.

FAIR MARKET VALUE

�

12.1

The Fair Market Value for any De-Listing Shares or any Company Shares to be issued or transferred in accordance with Clause 11.4 shall be the amount the Expert appointed under Clause 13 considers in their opinion to be the fair value of the entire issued share capital of the Purchaser and/or each of the Companies (as the case may be).

�

12.2

In determining the Fair Market Value of the entire issued share capital of the Purchaser and/or each of the Companies (as the case may be), the Expert shall take account of the net asset value of such entities, including (without limitation) the Vessel Market Values and such other matters as the Expert shall consider to be relevant and shall rely on the following assumptions:

�

(a)

the sale is between a willing seller and a willing purchaser;

�

(b)

the Shares are sold free of all restrictions, liens, charges and other Encumbrances;

�

(c)

the sale is taking place on the date the Expert is appointed.

�

12.3

For the purpose of Clause 12.2, "Vessel Market Value" means the average of two contemporaneous written valuations of the Vessel with the benefit of any charter (unless otherwise agreed by the Parties) and on a willing seller willing buyer basis, prepared by two first-class international shipbrokers (one appointed on behalf of the Vendors and the other appointed on behalf of the Purchaser) such valuation to take account of provisions and requirements for dry docking, repair, special survey and any other relevant matters. Each Party shall supply each shipbroker with such information as the shipbrokers may reasonably require for the purposes of making a determination under this Clause 12.3. The cost of such determination shall be borne by the Party appointing the shipbrokers.

�

13.

EXPERT

�

13.1

An Expert is an independent valuer appointed pursuant to Clause 13.

�

13.2

The Parties shall endeavour to agree on the appointment of an independent Expert. If the Parties are unable to agree on an Expert within 10 Business Days of a Termination Date (if required), then the expert shall be an accountant nominated at the request of either Party by the President for the time being of the Institute of Chartered Accountants in England and Wales.

�

13.3

The Expert is required to prepare a written decision and give notice (including a copy) of the decision to the Parties within a maximum of 20 Business Days of the matter being referred to the Expert.

�

�

13.4

All matters under this Clause must be conducted, and the Expert's decision shall be written, in the English language.

�

13.5

The Parties are entitled to make submissions to the Expert and will provide (or procure that others including any of the Companies will provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision.

�

13.6

To the extent not provided for by this Clause 13, the Expert may in his reasonable discretion determine such other procedures to assist with the conduct of the determination as he considers just or appropriate.

�

13.7

Each Party shall with reasonable promptness supply (and procure that others including any of the Companies supply) each other with all information and the Expert access to all documentation and personnel as the Expert may reasonably require to make a submission under this Clause.

�

13.8

The Expert shall act as an expert and not as an arbitrator. The Expert's written decision on the matters referred to him shall be final and binding in the absence of manifest error or fraud.

�

13.9

The costs incurred in relation to the reference to the Expert shall be borne between the Parties equally. The Expert's fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the Parties equally.

�

14.

WARRANTIES AND INDEMNITIES

�

14.1

Each of the Vendors warrants, represents and undertakes jointly and severally to each of the Purchaser and NewLead that the statements in Schedule 2 are and will be on the First Completion Date and the Second Completion Date (as the case may be) true and correct in all respects and not misleading, and that each of the Vendors have fully, fairly and clearly disclosed every matter to which they relate.

�

14.2

The rights and remedies of the Purchaser and NewLead in respect of any breach of any of the Vendors' Warranties shall survive First Completion and Second Completion. The Vendors acknowledge that the Purchaser and NewLead are entering into this Agreement in reliance on each of the Vendors' Warranties. Each of the Vendors' Warranties shall be construed as a separate and independent warranty.

�

14.3

The Vendors and their successors in title will indemnify and hold harmless the Purchaser and NewLead and their respective successors in title and any other company within the Purchaser's Group and NewLead's Group in respect of any breach of any of the Warranties and in respect of any loss, liability, damages, costs, claim or expense without limitation (including legal expenses), incurred by the Purchaser and/or NewLead by reason (whether direct or indirect) of any of the Warranties being untrue, incorrect or misleading.

�

�

15.

PROVISION OF INFORMATION

�

Within two Business Days commencing from each Quarter Date arising from the First Completion Date up to and including the Termination Date, the Vendors shall provide the Purchaser with:

�

(a)

details of the Consideration Shares sold since the First Completion Date (or the previous Quarter Date as the case may be) and the sums received from such sale(s);

�

(b)

details of the total Sold Amount, that the Vendors have received (or shall receive as the case may be) since the First Completion Date as a result of sales of the Consideration Shares;

�

(c)

confirmation that the sale price of all or any of the Consideration Shares was not be less than the Stock Price of such Consideration Shares on the date of such sale (VWAP);

�

(d)

details of the total remaining Consideration Shares held unsold by the Vendors since the First Completion Date (or the previous Quarter Date as the case may be); and

�

(e)

such other information as the Purchaser and/or NewLead may reasonable request at any time in relation to: (i) any of the Consideration Shares (including, without limitation, the First Consideration Shares, the Second Consideration Shares, any Deferred Shares and any True-Up Shares); (ii) the Sold Amount; and/or (iii) the Accrued Liabilities, including without limitation, brokerage confirmations in relation to any of the above.

�

16.

PRE-EMPTION WAIVERS

�

16.1

From the date this Agreement, each of the Vendors hereby irrevocably waives all and any rights of pre-emption to which he may be entitled, whether under the Articles of Incorporation or Bylaws of each of the Companies or otherwise, in respect of the transfer of the Sale Shares contemplated by this Agreement.

�

16.2

The Purchaser and/or NewLead may at its absolute discretion in whole or in part release, compound or compromise, or grant time or indulgence to any party for any liability under this Agreement without affecting its rights against that or any other Party under the same or any other liability.

�

17.

PROTECTION OF THE PURCHASER'S INTERESTS

�

17.1

The Vendors will not (and will procure that none of the directors or officers of the Vendors, as at the date of this Agreement and from time to time as the case may be, will not) for a period of two years after the First Completion Date directly or indirectly carry on or be engaged or interested (except as the holder for investment of up to 5 per cent. of any class of securities of a company which are dealt in on any national security exchange or market, trading or quotation facility in any business which:

�

(a)

is carried on in direct competition with the Purchaser; and

�

�

(b)

competes with any business carried on at the date of this Agreement by any of the Companies or the Purchaser.

�

17.2

The Parties consider the restrictions in this clause to be reasonable, but if a court of competent jurisdiction finds any of them to be unenforceable the Parties agree to accept any modification as to the area, extent or duration of the restriction concerned which the court sees fit to impose or, if it does not see fit, which is necessary to render the restriction enforceable.

�

18.

INSURANCE

�

18.1

Subject to Clause 18.2, upon First Completion, all insurance cover provided in relation to Companies by the Vendors (whether under policies maintained with third party insurers or other members of the Vendors' Group) shall continue in full force and effect and the Vendors shall make all necessary arrangements with its insurers to reflect the principle of this clause, including (without limitation) arranging for any notices and/or addendum required by its insurers.

�

18.2

Nothing in Clause 18.1 shall prevent the Companies from continuing after the First Completion Date to have the benefit of all of the Companies' insurance policies to the extent permitted by their current terms.

�

18.3

In respect of any exposure arising prior to the First Completion Date under any of the Companies' insurance policies the Vendors shall not, and shall procure that none of the Vendors' Group shall, at any time between the date of this Agreement and the First Completion Date, cancel, assign or change such insurances or do any such act (or deliberately omit to take any action required by the policy knowing that the omission could have the result) such that any of the Companies cease to have the continuing right after the First Completion Date to be insured and to claim under such insurances in respect of such exposure arising prior to the First Completion Date, or which would render any such insurance, or any claim by any of the Companies under it, void or voidable or liable to termination for breach of contract.

�

18.4

Nothing in this Clause 18 shall prevent any member of the Purchaser and/or NewLead from making any claim and receiving and retaining the proceeds under any of the Companies' insurance policies to the extent that it relates to a loss suffered or incurred by such member.

�

18.5

Prior to the First Completion Date, any deductible or excess applicable to any claim by any of the Companies under any of the Companies' insurance policies in accordance with Clause 18 shall be for the account of the Vendors. After the First Completion Date, any deductible or excess applicable to any claim by any of the Companies under any of the Companies' insurance policies in accordance with Clause 18 shall be for the account of the Purchaser and/or NewLead.

�

18.6

After the First Completion Date, nothing in this Clause 18 shall prevent the Purchaser (or any member of the Purchaser's Group) from amending, supplementing, varying, cancelling or transferring any of the Companies' insurances as the Purchaser may require in its sole discretion.

�

�

19.

ANNOUNCEMENTS

�

19.1

Subject to Clause 19.2, no announcement concerning the sale and purchase of the Sale Shares or any ancillary matter shall be made by any Party to this Agreement without the prior written approval of the other, such approval not to be unreasonably withheld or delayed.

�

19.2

Any Party may make an announcement concerning the sale and purchase of the Sale Shares or any ancillary matter if required by:

�

(a)

Law; or

�

(b)

any securities exchange or regulatory or Governmental Authority to which that Party is subject, wherever situated, including (among other bodies) whether or not the requirement has the force of law, in which case the Party concerned shall take all such steps as may be reasonable and practicable in the circumstances to agree the contents of such announcement with the other Party before making such announcement.

�

19.3

The restrictions contained in this Clause shall apply after the First Completion Date and the Second Completion Date without limit in time.

�

20.

CONFIDENTIALITY

�

20.1

Each Party to this Agreement shall treat as confidential all information received or obtained as a result of entering into or performing this Agreement which relates to the provisions of this Agreement, the negotiations relating to this Agreement, the subject matter of this Agreement or the other Parties.

�

20.2

Notwithstanding the other provisions of this Clause, any Party may disclose confidential information:

�

(a)

if and to the extent required by the Law of any competent jurisdiction or for the purposes of any judicial proceedings;

�

(b)

if and to the extent required by any securities exchange or regulatory or governmental body to which that Party is subject, wherever situated (including, among other bodies), whether or not the requirement has the force of law;

�

(c)

to its professional advisers, auditors and bankers;

�

(d)

if and to the extent the information has come into the public domain through no fault of that Party; and

�

(e)

if and to the extent the other Party has given prior written consent to the disclosure.

�

Any information to be disclosed pursuant to Clauses 20.2(a) and (b) shall be disclosed only after notice to and consultation with the other Party, to the extent that such notice and consultation is reasonably practicable in the circumstances.

�

�

20.3

The restrictions contained in this Clause shall continue to apply after the First Completion Date and the Second Completion Date without limit in time.

�

21.

PROVISIONS RELATING TO AGREEMENT

�

21.1

In relation to its subject-matter this Agreement together with the agreed drafts represents the entire understanding, and supersedes any previous agreement, between the parties.

�

21.2

So far as it remains to be fulfilled, this Agreement will continue in full force and effect notwithstanding First Completion and Second Completion.

�

21.3

A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each Party.

�

21.4

This agreement is not intended to, nor shall it create, any rights, claims or benefits enforceable by any person not a party to it. A person who is not a party to this Agreement may not enforce, or otherwise have the benefit of, any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

�

21.5

The failure to exercise, or a delay in exercising, a right or remedy provided by this Agreement or by Law does not constitute a waiver of that or any other right or remedy or otherwise affect that or any other right or remedy.

�

21.6

No single or partial exercise of a right or remedy provided by this Agreement or by Law prevents the further exercise of the right or remedy, or the exercise of another right or remedy.

�

21.7

The rights and remedies provided by this Agreement are cumulative and do not exclude any rights and remedies provided by Law.

�

22.

ASSIGNMENT AND SUB-CONTRACTING

�

Except as otherwise expressly provided in this Agreement, no Party shall: (a) assign, or purport to assign, all or any part of the benefit of, or its rights or benefits under, this Agreement; (b) grant any security interest over, or make a declaration of trust in respect of or enter into any arrangement whereby it agrees to hold in trust for any other person, all or any part of the benefit of, or its rights or benefits under, this Agreement; or (c) sub-contract or enter into any arrangement whereby another person is to perform any or all of its obligations under this Agreement without the prior written consent of the other Party.

�

23.

FURTHER ASSURANCE

�

Each of the Parties shall, from time to time, on being required to do so by the other, do or procure the doing of all such acts and/or execute or procure the execution of such documents in a form satisfactory to the Party concerned, as the Parties may, in each case, reasonably consider necessary for giving full effect to this Agreement and securing to the Purchaser, NewLead or the Vendors (as the case may be) the full benefit of the rights, powers and remedies conferred upon them in this Agreement.

�

�

24.

SEVERABILITY

�

24.1

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the intention of the Parties.

�

24.2

To the extent that it is not possible to delete or modify the relevant provision, in whole or in part, under Clause 24.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 24.1, not be affected.

�

25.

COSTS

�

The parties will pay their own costs in connection with this Agreement, but if the Purchaser or NewLead exercises any right to rescind or terminate the Agreement the Vendors will indemnify the Purchaser and/or NewLead against all expenses and costs incurred by it in investigating the affairs of the Companies and in the negotiation and preparation of the Agreement, its Schedules and the agreed drafts.

�

26.

NOTICES

�

26.1

A notice or other communication under or in connection with this Agreement shall be in writing, in English and delivered by hand or sent by pre-paid post (or pre-paid air mail if the countries in which the sender's and the recipient's addresses are located for the purposes of this clause are different) or by fax:

�

to the Purchaser and to NewLead, as follows:

�

Address:	83 Akti Miaouli & Flessa Street, Piraeus 18538, Greece
Fax:	+30 213 0148019
Attention:	Mr Michail S Zolatas

�

to the Vendors, as follows:

�

Address:	c/o Mr George D. Theocharidis
�	12 Navarinou Street, Maroussi 151 22, Greece
Fax:	30 210 34 79 141
Attention:	Mr George D. Theocharidis

�

26.2

In the absence of evidence of earlier receipt, and except as provided in Clause 26.3, a notice or other communication is deemed given:

�

(a)

if delivered by hand, at the time of delivery;

�

(b)

if sent by post (other than air mail), at 09:30 on the second Business Day after posting it);

�

�

(c)

if sent by air mail, at 09:30 on the fifth Business Day after posting it;

�

(d)

if sent by fax, at the time of its transmission.

�

26.3

If a notice or other communication is delivered by hand or sent by fax after 17:30 on a Business Day or on a day which is not a Business Day, the notice or communication is deemed to have been given at 09:30 on the next following Business Day.

�

26.4

In this Clause, a reference to time is to local time in the country of the recipient of the notice or communication.

�

26.5

A Party may notify the other Party of a change to any of the details referred to in Clause 26.1. The notice shall state the date on which the change is to occur, which date must be on or after the fifth Business Day after the date on which the notice is given.

�

26.6

The provisions of this Clause shall not apply in relation to the service of Service Documents, where "Service Document" means a claim form, order or judgment issued out of the courts of England and Wales or any document relating to or in connection with any Proceedings (as hereinafter defined).

�

27.

GOVERNING LAW AND JURISDICTION

�

27.1

This Agreement and any non-contractual obligations arising out of or in connection with it are governed in all respects by English law and each of the Vendors irrevocably submits to the jurisdiction of the English courts and agrees that process in respect of any proceedings brought in connection with this Agreement may be served on the representative of the Vendors named below:

�

27.2

The courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement). Any Proceedings shall be brought in the English courts, where "Proceedings" means any proceeding, suit or action arising out of or in connection with this Agreement.

�

27.3

Each Party irrevocably submits to the jurisdiction of the English courts. Each Party irrevocably waives any objection which it may at any time have to the English courts being so nominated and agrees not to claim that the English courts are not a convenient or appropriate forum.

�

27.4

The Vendors irrevocably agree that any notice or document may be sufficiently and effectively served on it in connection with Proceedings in England and Wales by service on Cheeswrights Notaries of Bankside House, 107 Leadenhall Street, London EC3A 4HA or such other address within England or Wales as may be notified to the Purchaser, provided that no replacement agent has been appointed and notified to the Purchaser pursuant to Clause 27.5 below, or on the replacement agent if one has been so appointed and notified to the Purchaser.

�

�

27.5

If the agent referred to in Clause 27.4 above (or any replacement agent appointed pursuant to this Clause) at any time ceases for any reason to act as such, the Vendors shall appoint a replacement agent to accept service having an address for service in England or Wales and shall notify the Purchaser of the name and address of the replacement agent; failing such appointment and notification the Purchaser shall be entitled by notice to the Vendors to appoint such a replacement agent to act on the Vendors behalf provided that in cases where service is effected upon a replacement agent appointed by the Purchaser in accordance with this Clause�27.5, a copy of the relevant notice or document shall at the same time be forwarded to the last known business address of the Vendors.

�

�

SCHEDULE 1

�

PART A – THE COMPANIES

�

Name�of�Company	�	Registration No.	�	Jurisdiction�of Incorporation	�	Registered�Office	�	Directors/Officers
Aeolus Compania Naviera SA	�	109377	�	Republic of Liberia	�	80 Broad Street, Monrovia, Liberia	�	Nikolaos Daoulis Remantas Dimitri Vassilakopoulos Dimitrios Remantas
Flegra Compania Naviera S.A.	�	110238	�	Republic of Liberia	�	80 Broad Street, Monrovia, Liberia	�	Nikolaos Daoulis Remantas Dimitri Vassilakopoulos Dimitrios Remantas
Frourio Compania Naviera S.A	�	110837	�	Republic of Liberia	�	80 Broad Street, Monrovia, Liberia	�	Nikolaos Daoulis Remantas Dimitri Vassilakopoulos Dimitrios Remantas
Kastro Compania Naviera SA	�	110714	�	Republic of Liberia	�	80 Broad Street, Monrovia, Liberia	�	Nikolaos Daoulis Remantas Dimitri Vassilakopoulos Dimitrios Remantas
Nepheli Marine Company	�	109207	�	Republic of Liberia	�	80 Broad Street, Monrovia, Liberia	�	Nikolaos Daoulis Remantas Dimitri Vassilakopoulos Dimitrios Remantas

�

�

SCHEDULE 1

PART B – THE SALE SHARES

�

Name�of�Company	�	Vendor	�	Total�share�capital and�Par�Value�(if�any)	�	Number�of�shares�held�by�the�Vendor	�	Number�of�Sale�Shares�to�be�sold�to the�Purchaser
Aeolus Compania Naviera SA	�	Thalassa	�	500 shares each of no par value	�	500 shares (represented by Share Certificate No.1)	�	500 shares (represented by Share Certificate No.1)
Flegra Compania Naviera S.A.	�	Pelagos	�	500 shares each of no par value	�	500 shares (represented by Share Certificate No.2)	�	500 shares (represented by Share Certificate No.2)
Frourio Compania Naviera S.A	�	Pelagos	�	500 shares each of no par value	�	500 shares (represented by Share Certificate No.2)	�	500 shares (represented by Share Certificate No.2)
Kastro Compania Naviera SA	�	Thalassa	�	500 shares each of no par value	�	500 shares (represented by Share Certificate No.1)	�	500 shares (represented by Share Certificate No.1)
Nepheli Marine Company	�	Thalassa	�	500 shares each of no par value	�	500 shares (represented by Share Certificate No.1)	�	500 shares (represented by Share Certificate No.1)

�

�

SCHEDULE 2

�

THE WARRANTIES

�

1.

ACCOUNTS

�

The Audited Accounts (copies of which will be delivered to the Purchaser on the Second Completion Date):

�

(a)

have been prepared in accordance with good accounting practice including all applicable Statements of Standard Accounting Practice, US GAAP and Statements of Recommended Practice;

�

(b)

show a true and fair view of the state of affairs of each of the Companies as at the Balance Sheet Date and of its results for the accounting reference period ended on that date; and

�

(c)

are prepared on consistent bases and policies of accounting which are the same as those adopted in preparing the previous/historical accounts and, since the Balance Sheet Date, have continued to be adopted by the Companies without alteration.

�

2.

PROVISION FOR LIABILITIES

�

The Audited Accounts make full provision or reserve for or disclose (as appropriate) all liabilities (including contingent and disputed liabilities) deferred tax and all capital commitments of the Companies as at the Balance Sheet Date, indicate clearly which of those liabilities are not usually provided for or reserved, and make full provision for all bad debts and adequate reserve for all doubtful debts.

�

3.

VALUATION OF ASSETS

�

In the Audited Accounts any slow moving stock has been written down appropriately, all redundant or obsolete stock has been wholly written off, and the value attributed to the remaining stock does not exceed the lower of cost or net realisable value at the Balance Sheet Date.

�

4.

PROFITS

�

The profits shown in the Audited Accounts and in the previous/historical accounts have not to a material extent been affected (except as disclosed in those accounts) by any extraordinary or exceptional event or circumstances (or combination of such) or by any other factor rendering them unusually high or low.

�

5.

BOOKS AND RECORDS

�

All accounts, books, audited financial statements, ledgers, and other financial records of the Companies have been properly maintained and contain accurate records of all matters required to be entered in them and give a true and fair view of the matters which appear in them.

�

�

6.

PROVISION IN ACCOUNTS

�

The provision for tax included in the Audited Accounts is sufficient (on the basis of the rates of tax current at the date of the Agreement) to cover all taxation for which the Companies were at the Balance Sheet Date, or may after that date become or have become, liable -

�

(a)

on or in respect of or by reference to any profits, gains or income (including deemed profits, gains or income) for any period ended on or before the Balance Sheet Date; or

�

(b)

in respect of any distribution made or transaction entered into on or before the Balance Sheet Date;

�

and whether or not the liability was or is a primary liability of the Companies and whether or not any right of reimbursement exists in respect of that liability against any other person.

�

7.

TITLE

�

7.1

Except as disclosed in the Audited Accounts, the assets included in the Audited Accounts or acquired by the Companies since the Balance Sheet Date (other than trading stock disposed of since that date in the ordinary course of business) and all other assets used or employed by the Companies are the absolute property of the Companies free from any mortgage, charge, lien, bill of sale or other encumbrance and are not the subject of any leasing, hiring or hire-purchase agreement or agreement for payment on deferred terms or assignment or factoring licensing or other similar agreement, and all such assets are in the possession or under the control of the Companies and the Companies have not agreed to create or grant any such lien, charge, option, encumbrance or licence, to the Purchaser (together with such further details or information as the Purchaser may require).

�

7.2

The assets of the Companies comprise all the assets necessary for the continuation of its business as carried on at the date of this Agreement.

�

8.

CONDITION OF VESSELS

�

8.1

The Vessels are:

�

(a)

duly registered under the relevant flag states as set out in Schedule 3 and in compliance with all applicable laws, regulations and requirements (statutory or otherwise) applicable to ships registered under those flag states and engaged in the service in which it is or is to be engaged; and

�

(b)

classed with the classification society with the highest possible notation for such type of vessel and with its classification free from all recommendations, qualifications, requirements, notations and average damage.

�

�

8.2

In relation to:

�

(a)

"CAPTAIN NIKOLAS I" and "SOFIA", are: (i) under the technical and commercial management of NewLead; and (ii) are operationally seaworthy and in every way fit for service and with all machinery onboard in good working order;

�

(b)

"NEPHELI", has been inspected in February 2013 and has been found at that time to be operationally seaworthy and in every way fit for service and with all machinery onboard in good working order; and

�

(c)

"IOLI" and "KATERINA L", are, at the date of this Agreement, under special survey repairs and shall renew all their vessel certifications upon completion of such special surveys.

�

8.3

All documentation relating to the Vessels including but not limited to all certificates, plans and drawings, manuals, records and log books has been provided to the Purchaser.

�

8.4

Everything else belonging to the Vessels whatsoever including but not limited to all spare parts, spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s) and any stores (used or unused) has been provided to the Purchaser.

�

9.

BORROWING AND CHARGES

�

Except as disclosed in the Audited Accounts and save as referenced in Schedule 4 , the Companies do not have outstanding:-

�

(a)

any borrowing or indebtedness in the nature of borrowing, including, but not limited to, any bank overdraft, any liability under acceptances (otherwise than in respect of normal trade bills) and any acceptance credit; or

�

(b)

any other indebtedness, other than that arising in the ordinary course of their business.

�

10.

STATE OF CURRENT BORROWINGS

�

None of the Companies have received notice to repay under any agreement relating to borrowing or indebtedness in the nature of borrowing on its part which is repayable on demand, and no event of default has occurred under any agreement relating to any other borrowing or indebtedness in the nature of borrowing on its part, nor has any other event occurred which, with the giving of notice or lapse of time or making of any determination, or any combination of them, would constitute such an event of default.

�

11.

INSOLVENCY

�

11.1

No receiver or administrative receiver has been appointed in respect of any of the Companies or in respect of the whole or any part of the assets or undertaking of any of the Companies.

�

11.2

No administration order has been made and no petition has been presented for such an order in respect of any of the Companies.

�

�

11.3

No meeting has been convened at which a resolution will be proposed, no resolution has been passed, no petition has been presented and no order has been made for the winding-up of any of the Companies.

�

11.4

None of any of the Companies has stopped or suspended payment of its debts, become unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or otherwise become insolvent.

�

12.

LOANS TO DIRECTORS

�

12.1

There is not outstanding:

�

(a)

any loan made by any of the Companies to, or debt owing to any of the Companies by, any of the Vendors or any director of any of the Companies or any person connected with any of them as described in section 839 of the Taxes Act (including the meaning of "control") defined in section 840 of that Act);

�

(b)

any agreement or arrangement to which any of the Companies is a party and in which any of the Vendors or any director of any of the Companies or any person connected with any of them as mentioned in paragraph (a) above is interested; or

�

(c)

any agreement or arrangement between any of the Companies and any company of which it is a subsidiary or another subsidiary of any such company (including, but not limited to, any such agreement or arrangement under which any of the Companies are, or may in the future become, liable to pay any service, management or similar charge to make any payment of interest or in the nature of interest) and any of the Companies have not entered into any transaction (save in the ordinary course of trade) with any person connected with it or with any of its directors as mentioned in paragraph (a) above which has had a material effect on the results of any of the Companies for any of the last six years.

�

13.

MATERIAL CONTRACTS ETC

�

Save as referenced in Schedule 4 , there is not outstanding:

�

(a)

any agreement or arrangement between any of the Companies and a major distributor, supplier or customer of any of the Companies;

�

(b)

any joint venture, franchise, consortium or partnership agreement or arrangement to which any of the Companies is a party;

�

(c)

any sale or purchase option or similar agreement or arrangement affecting any assets owned or used by any of the Companies or by which it is bound;

�

(d)

any liability, obligation or commitment of any kind on the part of any of the Companies (including a capital commitment) which: (i) is incapable of complete performance within three months from the date of the Agreement; or (ii) has not been incurred in the ordinary course of business; or (iii) is, or is likely to be, of major significance to any of the Companies;

�

�

(e)

any offer or tender or the like given or made by any of the Companies which is still outstanding and capable of giving rise to a contract by the unilateral act of a third party; or

�

(f)

any arrangement for receipt or repayment of any grant, subsidy or financial assistance from any government department or other body.

�

14.

LEGAL PROCEEDINGS

�

Except as disclosed in the Accounts and apart from normal debt collection, none of the Companies are engaged and since the last Balance Sheet Date been engaged or proposing to engage in any litigation, arbitration, prosecution or other legal proceedings or other forms of dispute resolution, and there are no claims or actions (whether criminal or civil) in progress, outstanding, pending or threatened against the any of the Companies, any of its assets or any of its directors or in respect of which any of the Companies is liable to indemnify any party concerned.

�

15.

UNLAWFUL ACTS ETC BY COMPANY

�

None of the Companies nor any of their officers or employees has by any act or default committed:

�

(a)

any criminal or unlawful act in connection with the business of any of the Companies, other than minor road traffic offences;

�

(b)

any breach of trust in relation to the business or affairs of any of the Companies; or

�

(c)

any breach of contract or statutory duty or any tortious act (including any act giving rise to product liability) which could entitle any third party to terminate any contract to which any of the Companies is a party or could lead to a claim against any of the Companies for damages or an injunction.

�

16.

ADEQUACY OF INSURANCE COVER

�

16.1

Each of the Companies has, and at all material times has had, valid insurance cover in respect of its business and assets:

�

(a)

against all risks normally insured against by companies carrying on the same type of business as any of the Companies or having similar assets;

�

(b)

for the full replacement value of its assets and for such amount in respect of its business as would in the circumstances be prudent for such a business; and

�

(c)

from a well-established and reputable insurer.

�

17.

INSURANCE POLICIES

�

All policies of insurance taken out in connection with the business or assets of each of the Companies have been disclosed to the Purchaser and NewLead, are written in the name of each of the Companies and are in full force and effect; and each of the Companies has not done or omitted to do or allowed anyone to do or not to do anything which might render any of those policies void or voidable and has complied with all conditions attached to them.

�

�

18.

CLAIMS

�

No claim under any policy of insurance taken out in connection with the business or assets of any of the Companies is outstanding and, so far as the Vendors are aware, there are no circumstances likely to give rise to such a claim.

�

19.

CONVERSION RIGHTS

�

No person has the right to call for the issue of any share or loan capital of any of the Companies by reason of any conversion rights or under any option or other agreement.

�

20.

POWERS OF ATTORNEY/AGENCY/FEES

�

20.1

There are no powers of attorney given by any of the Companies except any given incidentally to and for the purposes only of enforcement of any security.

�

20.2

No person other than an employee of any of the Companies is authorised to act as agent for any of the Companies or to bind any of the Companies otherwise than the directors of the Companies.

�

20.3

No person is entitled to receive from any of the Companies any fees, brokerages or other commissions in connection with the purchase or sale of the Sale Shares in or assets of the any of the Companies.

�

21.

LICENCES

�

All licences, permissions and consents required for the carrying on of the business of the each of the Companies have been obtained by it and are in full force and effect and none of the Companies is in breach of any of the terms or conditions of such licences, permissions or consents and to the best of the knowledge, information and belief of the Vendors there are no circumstances indicating that any of those licences, permissions or consents is likely to be revoked or not renewed or varied or suspended in whole or in part whether or not in the ordinary course such circumstances including but not limited to the carrying into effect of this Agreement.

�

22.

FEES AND FUNDS

�

All fees, costs and disbursements of whatever nature incurred in relation to any arrangements for perfecting or performing the sale of the Sale Shares in accordance with the terms of the Agreement have been, or will be, borne by the Vendors.

�

23.

EXISTENCE OF SUBSIDIARIES

�

Each of the Companies does not have, and has never had, any subsidiary and has never had and does not now have any subsidiary undertakings (as defined by the Companies Acts).

�

�

24.

EMPLOYEES AND PENSIONS

�

24.1

No agreement or arrangement exists whether legally or morally binding for the provision by the Company of any relevant benefits (as defined in section 612(1) of the Taxes Act, with the omission of the exception in that definition) or any death benefits for any officer or employee or former officer or employee of any of the Companies or for any dependent of any such person.

�

24.2

None of the Companies has any employee other than crew (including, in particular, any consultant or secondee from an employer which is or is not a member of the Vendors' Group) and no offer of employment has been made by any of the Companies to any person or entity and the Vendors' and compliance with the terms of this agreement will not entitle any directors, officers or employees of any of the companies to receive any payment or other benefit and each of the Companies remains in compliance with all employment and labour Laws applicable to any of the Companies.

�

24.3

None of the Companies has made or agreed to make a payment or provided or agreed to provide a benefit to a present or former director, officer or employee or to their dependants in connection with the actual or proposed termination or suspension of employment or variation of an employment contract. None of the Companies is involved in any material industrial or trade dispute or negotiation regarding a claim with any trade union, group or organisation of employees or their representatives representing employees.

�

25.

DISCLOSURE

�

25.1

All documentation and information supplied to the Purchaser (or the Purchaser's Solicitors on behalf of the Purchaser): (i) is true, accurate and complete in all respects; (ii) does not contain any misstatement of fact or omit any material fact; (iii) is not misleading; and (iv) has not been amended, varied or supplemented in any way since the date that such documentation or information was supplied.

�

25.2

All reasonable enquiries have been made by the Vendors to verify the facts and statements contained in all documentation and information supplied to the Purchaser (or the Purchaser's Solicitors on behalf of the Purchaser) and there are no other facts the omission of which would make any fact or statement in any such documentation or information misleading.

�

26.

OTHER MATERIAL ASPECTS

�

Since the last Balance Sheet Date:-

�

(a)

apart from the dividends provided for in the Audited Accounts or in the Agreement, no dividend or other distribution (as defined for the purposes of section 209 or 210 of the Taxes Act) has been declared, paid or made by any of the Companies;

�

(b)

the business of each of the Companies has been carried on in the ordinary course and in the same manner (including nature and scope) as in the past and so as to maintain it as a going concern;

�

�

(c)

there has been no material adverse change in the financial or trading position or prospects of each of the Companies;

�

(d)

there has been no reduction in the value of the net tangible assets of each of the Companies on the basis of the valuations adopted in the Audited Accounts;

�

(e)

none of the Companies have entered into any transaction which has given rise or will give rise to a liability to taxation on each of the Companies (or would have done so or would or might do so but for the availability of any relief, allowance, deduction or credit) other than corporation tax on actual income (and not chargeable gains or deemed income) of each of the Companies arising from transactions entered into in the ordinary course of business;

�

(f)

the business of each of the Companies have not been materially and adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a similar extent and the Vendors are not aware of any facts likely to give rise to any such effect whether before or after the First Completion Date;

�

(g)

none of the Companies have acquired or disposed of or agreed to acquire or dispose of any business or any material asset other than trading stock in the ordinary course of business;

�

(h)

no debtor has been released by any of the Companies on terms that he pays less than the book value of any debt (subject to settlement discounts on the usual terms which have been disclosed to the Purchaser) and no debt has been written off or has proved to be irrecoverable to any extent;

�

(i)

none of the Companies has paid any service, management or similar charges or any interest or amount in the nature of interest to any other person or incurred any liability to make such a payment;

�

(j)

the accounting reference period of each of the Companies since the last Balance Sheet Date has not ended; and

�

(k)

none of the Companies has entered into or agreed to enter into any commitments exceeding US$100,000.

�

27.

MATERIAL INFORMATION

�

All information relating to any of the Companies which is known or would on reasonable enquiry be known to the Vendors or any of them and which is material to be known by a purchaser for value of the Sale Shares has been disclosed to the Purchaser and NewLead in writing.

�

28.

RECITALS AND DISCLOSURES

�

The recitals to the Agreement and all information and documents relating to each of the Companies disclosed or supplied by any of the Vendors or any of the Companies or any agent of any of them to the Purchaser or NewLead, their solicitors, accountants or other agents or advisers during or with a view to the negotiations leading up to the Agreement are true and accurate in all material respects, and there is no fact not disclosed which would render any such information or document inaccurate or misleading or which, if disclosed, might reasonably affect the willingness of the Purchaser to purchase the Sale Shares for the consideration or otherwise on the terms specified in the Agreement.

�

29.

VESSELS AND ENVIRONMENTAL MATTERS

�

29.1

Each of the Companies and the Vendors is and has in the past five years, to the best of its knowledge, been in compliance in all material respects with all Laws applicable to it. Each of the Companies and the Vendors is in possession of all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Authority necessary for it to own, lease and operate its properties and to carry on its business in all material respects as currently conducted.

�

29.2

Each of the Companies have good and valid title to the Vessels, and the Companies each have good and valid title to or a valid leasehold interest in all other assets necessary for each of the Companies to carry on their respective businesses as currently conducted. Neither the Vessels nor the other assets are subject to any Encumbrances, except as disclosed to the Purchaser and NewLead in the Accounts.

�

29.3

None of the Companies is, to the best of their knowledge, in violation of any applicable national, federal, state, local or statute, Law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, Laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mould (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws");

�

(a)

each of the Companies have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements,

�

(b)

there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against any of the Companies; and

�

(c)

there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting any of the Companies relating to Hazardous Materials or any Environmental Laws.

�

�

30.

SHARES

�

There are no outstanding options, warrants, rights, subscriptions, claims, agreements or understandings relating to the ownership interests of any of the Companies pursuant to which any of the Companies is or may become obligated to issue any ownership interests in the any of the Companies.

�

31.

OFAC

�

None of the Companies, any director, officer, agent, employee or affiliate of the any of the Companies is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"), and there is no action, suit, proceeding, inquiry or investigation before or brought by or threatened by OFAC.

�

32.

CORPORATE AUTHORITY

�

32.1

The Companies are duly incorporated and validly existing in good standing under the Laws of their jurisdiction of incorporation and have the power to carry on their business as it is now being conducted and to own the property and other assets it currently owns.

�

32.2

The Vendors have full power and authority and has taken all actions necessary to execute and deliver and to exercise its rights and perform its obligations under this Agreement and each of the documents in the agreed form to be executed on First Completion and Second Completion which constitute valid and binding obligations on the Vendors in accordance with their terms.

�

32.3

The Vendors' entry into and performance of any obligations under this Agreement and each of the documents in the agreed form to be executed on First Completion and Second Completion will not result in any breach of or default under any agreement or other obligation binding upon the Vendors or any of the Companies.

�

33.

US SECURITIES LAW

�

33.1

Each of the Vendors is not a "U.S. Person" as defined by Regulation S of the Securities Act, and is not acquiring the Consideration Shares for the account or benefit of a U.S. Person and was not in the United States at the time of the offer to purchase the Consideration Shares;

�

33.2

That the Consideration Shares are "restricted securities" within the meaning of the Securities Act and will be issued to the Vendors in accordance with Regulation S of the Securities Act;

�

33.3

Each of the Vendors acknowledges that the Consideration Shares are being acquired from NewLead in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Vendors represents that they are familiar with Regulation S of the Securities Act, as presently in effect, and also acknowledges that any sales of the Consideration Shares in reliance upon Regulation S, if the provisions of Regulation S should then be available as to the Consideration Shares, can only be made only after the holding period specified in Regulation S and in accordance with all the terms and conditions of Regulation S;

�

�

33.4

That each of the Vendors agree to resell the Consideration Shares only in accordance with the provisions of this Agreement, Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act;

�

33.5

That each of the Vendors acknowledge and agree that the Consideration Shares will be endorsed with the following legend in accordance with Regulation S of the Securities Act:

�

"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."

�

33.6

The Vendors are not acquiring the Consideration Shares as a result of, and will not itself engage in, any "directed selling efforts" as defined by Regulation S of the Securities Act, in the United States in respect of the Consideration Shares;

�

33.7

That each of the Vendors represent that the Consideration Shares will be acquired for their own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Vendors have no present intention of selling, granting any participation in, or otherwise distributing the same. The Vendors do not have any contract, undertaking agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Consideration Shares;

�

33.8

Each of the Vendors agree not to engage in hedging transactions with regard to the Consideration Shares unless in compliance with the Securities Act; and

�

�

SCHEDULE 3

�

THE VESSELS

�

1.

m.v. "CAPTAIN NIKOLAS I", with IMO Number 9483774 currently registered under the Maltese flag in the ownership of Aeolus Compania Naviera SA;

�

2.

m.v. "IOLI", with IMO Number 9520431 currently registered under the Panamanian flag in the ownership of Frourio Compania Naviera S.A;

�

3.

m.v. "KATERINA L", with IMO Number 94538309 currently registered under the Panamanian flag in the ownership of Flegra Compania Naviera S.A.;

�

4.

m.v. "NEPHELI", with IMO Number 9513361 currently registered under the Panamanian flag in the ownership of Kastro Compania Naviera SA;

�

5.

m.v. "SOFIA", with IMO Number 9405617 currently registered under the Panamanian flag in the ownership of Nepheli Marine Company;

�

�

SCHEDULE 4

�

LIST OF MATERIAL CONTRACTS

�

1.

a loan agreement dated 8 October 2009 and made between (i) FBB-First Business Bank S.A. (as lender); (ii) Flegra Compania Naviera S.A, Frourio Compania Naviera S.A. (as co-borrowers) relating to a secured non-revolving fixed term loan facility of up to US$7,550,000 with two advances of up to US$3,775,000 each, for the purpose of providing post-delivery finance for the acquisition of m.v. "KATERINA L" and m.v. "IOLI", as amended, varied and supplemented by the following: (a) an addendum dated 30 September 2011 and made between: (i) FBB-First Business Bank S.A. (as lender); (ii) Flegra Compania Naviera S.A, Frourio Compania Naviera S.A. (as co-borrowers); (iii) Harmonia Shipping Management Inc., Thalassa and Pelagos (as corporate guarantors); and (iv) Nikolaos Daoulis Remantas (as personal guarantor); (b) an addendum dated 16 April 2013 and made between: (i) FBB-First Business Bank S.A (as lender); (ii) Flegra Compania Naviera S.A, Frourio Compania Naviera S.A (as co-borrowers); (iii) Harmonia Shipping Management Inc., Thalassa and Pelagos (as corporate guarantors); and (iv) Nikolaos Daoulis Remantas (as personal guarantor); and (c) a third supplemental agreement dated 21 February 2014 and made between: (i) National Bank of Greece S.A., (as lender and legal successors to FBB-First Business Bank S.A., which was placed under special liquidation by virtue of Resolution No. 73/1/10.5.2013, issued by the Resolution Measures Committee of the Bank of Greece, in conjunction with the agreement dated 10 May 2013, entered into between National Bank of Greece S.A. and the special liquidator of FBB-First Business Bank S.A. for the transfer of assets and liabilities of FBB-First Business Bank S.A. to National Bank of Greece S.A.); (ii) Flegra Compania Naviera S.A, Frourio Compania Naviera S.A. (as co-borrowers); (iii) Harmonia Shipping Management Inc., Thalassa and Pelagos (as corporate guarantors); and (iv) Nikolaos Daoulis Remantas (as personal guarantor).

�

2.

A loan agreement dated 9 October 2008 and made between (i) Natixis Bank (as lender); and (ii) Aeolus Compania Naviera SA, Kastro Compania Naviera SA and Nepheli Marine Company (as joint and several borrowers); and relating to a term loan of up to US$17,880,000 in up to 3 Advances to be used to: (a) re-finance existing indebtedness in the amount of US$5,400,000 (under a loan agreement dated 29 November 2007 for a facility that had been extended by Natixis Bank to Nepheli Marine Company to part-finance the purchase of m.v. "SOFIA"); and (b) finance part of the cost of the purchase of m.v. "CAPTAIN NIKOLAS I" and m.v. "NEPHELI", as amended, varied and supplemented by the following: (a) a first supplemental agreement dated 18 September 2009 made between: (i) Natixis Bank (as lender); (ii) Aeolus Compania Naviera SA, Kastro Compania Naviera SA and Nepheli Marine Company (as joint and several Borrowers); and (iii) Harmonia Shipping Management Inc. (as manager); and (b) a second supplemental agreement dated 29 December 2011 made between: (i) Natixis Bank (as lender); (ii) Aeolus Compania Naviera SA, Kastro Compania Naviera SA and Nepheli Marine Company (as joint and several Borrowers); (iii) Thalassa (as corporate guarantor) and (iv) Harmonia Shipping Management Inc. (as managers).

�

�

3.

A time charter between Aeolus Compania Naviera SA and Socar Trading S&L DMCC in respect of m.v. "CAPTAIN NIKOLAS I" evidenced by: (i) a Fixture Recap (sent by email on 11 March 2014), (ii) a working draft SHELLTIME 4 Time Charter Party (undated), (iii) Socar Trading Timecharter Clauses (undated), (iv) Intertanko's Standard Chartering Questionnaire (Q88) (undated) and (v) Consumption Details of the Vessel (undated).

�

4.

An email confirmation dated 16 July 2014 and an email dated 2 July 2014 making various amendments to a previous (undisclosed) recap between Kastro Compania Naviera SA and Isis Maritime Trading Ltd. in respect of m.v. "NEPHELI" (each attached to this Schedule 3 for the purposes of identification).

�

�

IN WITNESS whereof the parties have executed this Agreement

�

THE VENDORS

�

EXECUTED by	)
/s/ Nikolaos Daoulis Remandas	)
/s/ Dimitrios Remandas	)
its Directors	)
for and on behalf of	)
THALASSA HOLDINGS SA	)
�	�
in the presence of: /s/ Kalliopi Kokkinaki
�	�
EXECUTED by	)
/s/ Nikolaos Daoulis Remandas	)
/s/ Dimitrios Remandas	)
its Directors	)
for and on behalf of	)
PELAGOS HOLDINGS SA	)
�	�
in the presence of: /s/ Kalliopi Kokkinaki
�	�
THE PURCHASER	�
�	�
EXECUTED by	)
/s/ Michail S. Zolotas	)
its Director	)
for and on behalf of	)
NEWLEAD TANKER	)
ACQUISITIONS INC	)
�	�
in the presence of: /s/ Kalliopi Kokkinaki
�	�
NEWLEAD	�
�	�
EXECUTED by	)
/s/ Michail S. Zolotas	)
its CEO	)
for and on behalf of	)
NEWLEAD HOLDINGS LTD.	)
�	�
in the presence of: /s/Kalliopi Kokkinaki

�

�

�

EXHIBIT 99.4

�

DATED����������� 24 November 2014

�

THALASSA HOLDINGS SA

PELAGOS HOLDINGS SA

(as Vendors)

�

NEWLEAD TANKER ACQUISITIONS INC.

(as Purchaser)

�

and

�

NEWLEAD HOLDINGS LTD.

(as NewLead)

�

�

ADDENDUM NO. 1

�

to

�

SHARE SALE AND PURCHASE AGREEMENT, dated October 16, 2014

�

�

�

THIS ADDENDUM NO. 1 (“Addendum No. 1”) is made on 24th November 2014

�

BETWEEN

�

(1)

THALASSA HOLDINGS S.A. a company incorporated in Liberia with Registration No. C-109798, whose registered office is at 80 Broad Street, Monrovia, Liberia ("Thalassa");

�

(2)

PELAGOS HOLDINGS S.A., a company incorporated in Liberia with Registration No. C-112650, whose registered office is at 80 Broad Street, Monrovia, Liberia ("Pelagos" and together with Thalassa, the "Vendors" and each, the "Vendor" );

�

(3)

NEWLEAD TANKER ACQUISITIONS INC., a company incorporated in the Marshall Islands with Registration No. 72181 whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960 Marshall Islands (the "Purchaser"); and

�

(3)

NEWLEAD HOLDINGS LTD., a company incorporated in Bermuda with Registration No. EC-36332 whose registered office is at Canon’s Court, 22 Victoria Street, Hamilton, Bermuda ("NewLead"),

�

each a "Party" and together the "Parties",

�

is supplemental to the Sale and Purchase Agreement dated October 16^th, 2014 (the “SPA”) made between the Parties.

�

WHEREAS, the SPA was entered into and between the Vendors and the Purchaser and NewLead for the sale and purchase of the registered shares of the Companies (as per the definition provided on the preamble of the SPA reading “[...] each and all of Aeolus Compania Naviera SA, Flegra Compania Naviera S.A, Frourio Compania Naviera S.A., Kastro Compania Naviera SA and Nepheli Marine Company [...]”,) for the Consideration Price of US thirty three million dollars ($33,000,000) (as it has the meaning of clause 5.1 of the SPA).

�

WHEREAS, pursuant to clause 3 of the SPA certain conditions shall be met in order the first completion (Clause 8) to take place, while the second completion shall take place on the date falling 20 Business Days from the first completion, as the latest is described under clause 9.

�

WHEREAS, pursuant to the SPA, certain provisions among others with regard to the conduct of business before the first completion, the deferred consideration, the true-up shares, the first and second completion have been projected and agreed between the parties.

�

�

NOW IT IS HEREBY AGREED AS FOLLOWS:

�

1)

From the above mentioned Vendors, Pelagos wishes and Thalassa, the Purchaser and NewLead accept, to exit the SPA and consequently not to sell any of the shares she holds in the companies “Frourio Compania Naviera S.A.” and “Flegra Compania Naviera S.A.” which, for the purpose of the SPA, will remain at her ownership. Consequently, the two vessels owned each by the above mentioned companies, namely MT “IOLI” and MT “KATERINA L” respectively, are not part of the SPA. As a result the term Parties to the SPA, as defined in the SPA document, are amended to include Thalassa, the Purchaser and NewLead. Moreover, when the SPA refers to the Vendors it shall be considered as to refer only to THALASSA HONDINGS S.A., when it refers to Companies it shall be considered as to refer to “Aeolus Compania Naviera S.A.”, “Kastro Compania Naviera S.A.” and “Nepheli Marine Company”, when it refers to vessels it shall be considered as to refer to MT “CAPTAIN NIKOLAS I”, MT “NEPHELI” and MT “SOFIA” and when it referrers to Mortgagee Banks is shall be considered to refer to Natixis Bank as mortgagee bank in respect of each of MT “CAPTAIN NIKOLAS I”, MT “NEPHELI” and MT “SOFIA”. In connection to this, every reference made to “PELAGOS HOLDINGS S.A.”, “Frourio Compania Naviera S.A.”, “Flegra Compania Naviera S.A.”, MT “IOLI” and MT “KATERINA L” is void and shall not be taken into account.

�

2)

The parties jointly agree to reduce the Consideration Price to US twenty one million dollars (21,000,000.00), the First Completion Amount to US three million one hundred eighty thousand dollars (3,180,000.00) and the Second Completion Amount to US two million four hundred and ten thousand dollars (2,410,000.00).

�

3)

The definition "Accrued Liabilities" of the SPA is amended in its entirety and read below: “"Accrued Liabilities" means the total amount of liabilities in respect of any of the Companies and/or any of the Vessels accrued on or before the date of First Completion and as such amount may be determined by the Purchaser”;

�

4)

Whenever within the SPA reference is made to liabilities there is no intention by any of the Parties for the term to include any kind of intercompany liabilities between any of the Companies (as per the definition provided in the SPA) and/or the Vendors and/or the ship management company “Harmonia Shipping Management Inc.”. Further to this, any existed intercompany liabilities dated on or after the date of the first completion are eliminated and written off, so as no liability is by any means transferred to the Purchaser and/or NewLead.

�

5)

On Schedule 2 of the SPA, clause 33.5 is amended in its entirety and read as follows: “That each of the Vendors acknowledge and agree that the Consideration Shares will be endorsed with the following legend in accordance with Rule 144 A of the Securities Act:

�

"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144A PROMULGATED UNDER THE SECURITIES ACT. SUCH SHARES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF RULE 144A, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."”

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6)

With regard to the second of the Conditions of the SPA [clause 3.1 (b)] the Purchaser and NewLead decide to accept the fulfillment of this condition after received an email (informal) confirmation by the Mortgagee Bank Natixis related to the loan described under the clause 1 of Schedule 4 of the SPA, subject to a formal confirmation in writing to follow. In particular, the Mortgagee Bank has informally approved and consent to the arrangements described in the SPA. The Parties jointly agree that in the event that, for any reason, the Mortgagee Bank Natixis will not formally in writing provide her approval and consent to the agreement as it is described in the SPA to a form acceptable by the Purchaser and NewLead as per clause 3.1 (b), both the SPA and the Addendum No. 1 will terminate and cease to have effect immediately after that time on that date. In such case clauses 3.4 and 3.5 shall take effect.

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7)

All other terms and conditions of the SPA shall remain in full force and effect.

IN WITNESS whereof the parties have executed this Addendum

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THE VENDORS

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�	EXECUTED by	)
�	/s/ Nikolaos Daoulis Remandas	)
�	/s/ Dimitrios Remandas	)
�	its Directors	)
�	for and on behalf of	)
�	THALASSA HOLDINGS SA	)

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�	EXECUTED by	)
�	/s/ Nikolaos Daoulis Remandas	)
�	/s/ Dimitrios Remandas	)
�	its Directors	)
�	for and on behalf of	)
�	PELAGOS HOLDINGS SA	)
�	�	�
�	THE PURCHASER	�
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�	EXECUTED by	)
�	/s/ Michail S. Zolotas	)
�	its Director	)
�	for and on behalf of	)
�	NEWLEAD TANKER	)
�	ACQUISITIONS INC.	)
�	�	�
�	NEWLEAD	�
�	�	�
�	EXECUTED by	)
�	/s/ Michail S. Zolotas	)
�	its CEO	)
�	for and on behalf of	)
�	NEWLEAD HOLDINGS LTD.	)

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