EX-10.3 4 y66632exv10w3.htm EX-10.3: MEMORANDUM OF AGREEMENT EX-10.3
Exhibit 10.3
     
MEMORANDUM OF AGREEMENT
  Norwegian Shipbrokers’ Association’s Memo-
randum of
Agreement for sale and purchase of
ships. Adopted by The
Baltic and International
Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
Revised 1966, 1983 and 1986/87.
     
Dated: 20th August 2008
  
Sea Triumph Maritime S.A., Panama
hereinafter called the Sellers, have agreed to sell, and
Tunmore Shipholding Co., Liberia, a guaranteed nominee of Oceanaut Inc., Marshall Islands
hereinafter called the Buyers, have agreed to buy
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2
Name: m/v “Medi Cebu”
 3
Classification Society/Class: BV Class

Built:  2002                     By: Tsuneishi Cebu Shipyard, Philippines

Flag:   Panama               Place of Registration: Panama

Call Sign: 3EMB5          Grt/Nrt: 30,011/17,843

Register IMO Number: 9254460
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hereinafter called the Vessel, on the following terms and conditions:
 9
Definitions
 10
“Banking days” are days on which banks are open both in the country of the currency
stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.
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“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa,
a registered letter, telex, telefax or other modern form of written communication.
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“Classification Society” or “Class” means the Society referred to in line 4.
 15
1. Purchase Price Usd 72,500,000 (United States Dollars Seventy Two Million and Five
Hundred Thousand)
 16
2. Deposit
 17
As security for the correct fulfilment of this Agreement the Buyers shall pay lodge a deposit of 10%
(ten per cent) of the Purchase Price within 3 (three) banking days after all subjects having been lifted
and unspacking has occurred and from the date of this
Agreement having been signed by both parties on a facsimile form, whichever the latter. This
deposit shall be placed with the Sellers’ nominated bank
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and shall be held by them in a joint interest bearing account for the Sellers and the Buyers, to be
released in accordance
with joint written instructions of the Sellers and the Buyers. Interest, if any, earned on the joint account
to be credited to the
Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the
Buyers. Banking fees, if any, for holding the deposit shall be split equally between the Buyers and
Sellers. Any bank charges of Sellers’ Bank to be for Sellers’ account. Any bank charges of Buyers’ bank to be for Buyers’ account.
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3. Payment
 25
The release of the 10 percent deposit said and 90 percent balance of the Purchase Price of the Vessel
along with value of R.O.B. lubricants (per 7 herein) shall be paid in full free of any bank charges to
Sellers’ nominated bank
on delivery of the Vessel, but not later than 3 (three) banking days after the Vessel is in every respect
physically ready for delivery in accordance with the terms and conditions of this Agreement and
a valid Notice of Readiness has been given tendered by the Seller to the Buyer in accordance with
 
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Clause 5 and the terms and conditions of this agreement, against the protocol of delivery, bill of sale
and other usual delivery documents requried for the registration of each Vessel under the Buyers’
flag of choice. Any closing charges to be borne equally between the Buyers and Sellers.
4. Inspections   30
The Buyers have waived their rights to inspect the Vessel and her Class Records. Thus this
transaction is outright and subject only to the terms hereto.
a)*    The Buyers have inspected and accepted the Vessel’s classification records. The Buyers
have also inspected the Vessel at/in                                 on                                 
and have accepted the Vessel following this inspection and the sale is outright and definite,
subject only to the terms and conditions of this Agreement.		   31
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b)*    The Buyers shall have the right to inspect the Vessel’s classification records and declare
whether same are accepted or not within		   35
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    The Sellers shall provide for inspection of the Vessel at/in   37
 
    The Buyers shall undertake the inspection without undue delay to the Vessel. Should the
Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.
During the inspection, the Vessel’s dock and engine log books shall be made available for
examination by the Buyers, If the Vessel is accepted after such inspection, the sale shall
become outright and definite, subject only to the terms and conditions of this Agreement,
provided the Sellers receive written notice of acceptance from the Buyers within 72 hours
after completion of such inspection.
Should notice of acceptance of the Vessel’s classification records and of the Vessel not be
received by the Sellers as aforesaid, the deposit together with interest earned shall be
released immediately to the Buyers, whereafter this Agreement shall be null and void.		   38
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*   4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions,
alternative 4a) to apply.		   49
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5.   Notices, time and place of delivery   51
 
a)   The Sellers shall keep the Buyers well informed advised of the as to the Vessel’s itinerary
movements and shall
provide the Buyers with 30 ,15 , 7 and 3 days approximate notice of the estimated time of
arrival delivery. at the
intended place of drydocking/underwater inspection/delivery. Sellers shall tender Notice of
Readiness only When the Vessel is at the place
of delivery and is in every all respect aspects physically ready for delivery in accordance with
this Agreement and on successful completion of Divers’ inspection. , the Sellers shall give the
Buyers a written Notice of Readiness for delivery.		   52
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b)   The Vessel shall be delivered to the Buyers after Divers’ inspection, which should be carried
out at the port of delivery free of cargo and taken over safely afloat at a safe and accessible
berth/port or
anchorage at/in the option of the Sellers. Vessel shall be delivered to the Buyers at a safe
port worldwide		   57


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    in the Sellers’ option.   59
 
    Expected time of delivery: between 1st October 2008 and 1st December 2008   60
 
    Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 1st December 2008 in the option of the
Buyers.		   61
 
    In the event that the Buyers are able to lift their subjects described herein prior to the 30th

 

 

September 2008 then the above laycan and cencelling dates to be brought forward by the
same number of days but always giving the Sellers two clear months within which to deliver
the Vessel from the time of such subjects being lifted.
c)   If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the
Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in
writing stating the date when they anticipate that the Vessel will be ready for delivery and
propose a new cancelling date. Upon receipt of such notification the Buyers shall have the
option of either cancelling this Agreement in accordance with Clause 14 within 7 running
days of receipt of the notice or of accepting the new date as the new cancelling date. If the
Buyers have not declared their option within 7 running days of receipt of the Sellers’
notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification
shall be deemed to be the new cancelling
date and shall be substituted for the cancelling date stipulated in line 61.		   62
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  If this Agreement is maintained with the new cancelling date all other terms and conditions
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full
force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any
claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by
the original cancelling date. 		  72
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d)   Should the Vessel become an actual, constructive or compromised total loss before delivery
the deposit together with interest earned shall be released immediately to the Buyers
whereafter this Agreement shall be null and void.		   77
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6.   Drydocking/Divers Inspection   80
 
a)**   The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the
Classification Society of the Vessel’s underwater parts below the deepest load line, the
extent of the inspection being in accordance with the Classification Society’s rules. If the
rudder, propeller, bottom or other underwater ports below the deepest load line are found
broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made
good at tho Sellers’ expense to the satisfaction of the Classification Society without
condition/recommendation*.		   81
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b)**   (i) The Vessel is to be delivered without drydocking. However, the Buyers shall
have the right at their expense to arrange for an underwater inspection by a diver approved
by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their
cost make the Vessel available for such inspection. The extent of the inspection and the
conditions under which it is performed shall be to the satisfaction of the Classification
Society. If the conditions at the port of delivery are unsuitable for such inspection,
the Sellers shall make the Vessel available at a suitable alternative place near to the delivery
port.		   88
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  In the event that the Divers’ inspection reveals any damage to the Vessel’s underwater parts
which would impose a condition against the Vessel’s present Class and Class imposes a
condition but the Vessel is not required to be repaired before her next scheduled
Drydocking, then Sellers shall pay to the Buyers the estimated cost to repair such damage in
a way which is acceptable to the Class and which shall be the direct cost of the repair,
excluding Drydocking costs, for such damage only and to be based on the mean of two
quotations given by nearest ship yards, one chosen by the Sellers and one chosen by the
Buyers. The amount as agreed shall be deducted from the balance of the purchase money at
the time of Delivery. 		 
 
  (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line
are found broken, damaged or defective so as to affect the Vessel’s class, the repair of which
cannot be postponed until the Vessel’s next scheduled Drydocking, then unless
repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers
shall arrange for the Vessel to be drydocked at their expense for inspection by the
Classification Society of the Vessel’s underwater parts below the deepest load line, the
extent of the inspection being in accordance with the Classification Society’s rules. If the
rudder, propeller, bottom or other underwater parts below the deepest load line are found
broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made
good by the Sellers at their expense to the satisfaction of the Classification Society
without condition/recommendation*. In such event the Sellers are to pay also for the cost of 		  96
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the underwater inspection and the Classification Society’s attendance.
 
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(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-
docking facilities are available at the port of delivery, the Sellers shall take the Vessel
to a port where suitable drydocking facilities are available, whether within or outside the
delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver
the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the
purpose of this Clause, become the new port of delivery. In such event the cancelling date
provided for in Clause 5 b) shall be extended by the additional time required for the
drydocking and extra steaming, but limited to a maximum of 14 running days.
 
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c)   If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above   115
(i) the Classification Society may require survey of the tailshaft system, the extent of
the survey being to the satisfaction of the Classification surveyor. If such survey is not
required by the Classification Society, the Buyers shall have the right to require the tailshaft
to be drawn and surveyed by the Classification Society, the extent of the survey being in
accordance with the Classification Society’s rules for tailshaft survey and consistent with
the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they
require the tailshaft to be drawn and surveyed not later than by the completion of the
inspection by the Classification Society. The drawing and refitting of the tailshaft shall be
arranged by the Sellers. Should any parts of the tailshaft system be condemned or found
defective so as to affect the Vessel’s class, those parts shall be renewed or made good at
the Sellers’ expense to the satisfaction of the Classification Society without
condition/recommendation*.
 
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(ii) the expenses relating to the survey of the tailshaft system shall be borne
by the Buyers unless the Classification Society requires such survey to be carried out, in
which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses
if the Buyers require the survey and parts of the system are condemned or found defective
or broken so as to affect the Vessel’s class*.
 
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(iii) the expenses in connection with putting the Vessel in and taking her out of
drydock, including the drydock dues and the Classification Society’s fees shall be paid by
the Sellers if the Classification Society issues any condition/recommendation* as a result
of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers
shall pay the aforesaid expenses, dues and fees.
 
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(iv) the Buyers’ representative shall have the right to be present in the drydock, but
without interfering with the work or decisions of the Classification surveyor.
 
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(v) the Buyers shall have the right to have the underwater parts of the Vessel
cleaned and painted at their risk and expense without interfering with the Sellers’ or the
Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If,
however, the Buyers’ work in drydock is still in progress when the Sellers have
completed the work which the Sellers are required to do, the additional docking time
needed to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event
that the Buyers’ work requires such additional time, the Sellers may upon completion of the
Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock
and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether
the Vessel is in drydock or not and irrespective of Clause 5 b).
 
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*   Notes, if any, in the surveyor’s report which are accepted by the Classification Society
without condition/recommendation are not to be taken into account.		   150
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**   6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions,
alternative 6 a) to apply.		   152
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7.   Spares/bunkers, etc.   154
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, and on
ashore and on order without extra charge. All spare parts and spare equipment including spare
tail and shaft(s) and/or spare
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or
unused, whether on board or not shall become the Buyers’ property. but spares on order are to be
excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to
 
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replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which
are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the
property of the Buyers. The All radio installation and navigational equipment shall be included in the
sale
 
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without extra payment if they are the property of the Sellers. Unused Broached/unbroached stores and
provisions shall be
included in the sale and be taken over by the Buyers without extra payment.
 
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The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the
Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,
exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s Master’s
 
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Officers’ and Crew’s personal belongings effects, including the Master’s slop chest and the Vessel’s
ISM and ISPS documentation and manuals as well as manuals prepared by the Manager of the Seller
are to be excluded from the sale,
as well as the following additional items (including items on hire): No hired items. All Oxygen and
Acetyline bottles will be removed prior to delivery.
 
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SOPEP, SOLAS training manuals, cargo securing manuals and ballast water management plans
will remain on board the Vessel but the Buyer to undertake to cross out all references of those
documents as to the Seller and/or the Seller’s Manager.
 
The Buyers shall take over and pay extra for the cost of the remaining bunkers and unused lubricating
oils in designated storage tanks and/or
in sealed/unbroached drums and pay the current at Sellers’ last net market contract price as
evidenced by Sellers’ invoices, (excluding barging expenses) at the port and date
of delivery of the Vessel.
 
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172
Payment under this Clause shall be made at the same time and place and in the same currency as
the Purchase Price.
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8.   Documentation   175
The place of closing: Piraeus, Greece
 
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Documents to be listed in an addendum to this agreement.
 
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery
documents, namely:
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a)   Legal Bill of Sale in a form recordable in                      (the country in which the Buyers are
to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages
and maritime liens or any other debts or claims whatsoever, duly notarially attested and
legalized by the consul of such country or other competent authority.		   179
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b)   Current Certificate of Ownership issued by the competent authorities of the flag state of
the Vessel.		   183
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c)   Confirmation of Class issued within 72 hours prior- to delivery.   185
 
d)   Current Certificate issued by the competent authorities stating that the Vessel is free from
registered encumbrances.		   186
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e)   Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of
deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the
registry does not as a matter of practice issue such documentation immediately, a written
undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and furnish a
Certificate or other official evidence of deletion to the Buyers promptly and latest within 4
(four) weeks after the Purchase Price has been paid and the Vessel has been delivered.		   188
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f)   Any such additional documents as may reasonably be required by the competent authorities
for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such
documents as soon as possible after the date of this Agreement.		   194
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At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the
Buyers.
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At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all
plans etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also
be handed over to the Buyers unless the Sellers are required to retain same, in which case the
Buyers to have the right to take copies. Other technical documentation which may
be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so
request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take
copies of same.
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9. Encumbrances
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The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, any encumbrances,
taxes, liens, mortgages and maritime lions or any other debts or claims whatsoever. The Sellers
hereby undertake
to indemnify the Buyers against all consequences of claims made against the Vessel which have
been incurred prior to the time of delivery.
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10. Taxes, etc.
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Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag
shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’
register shall be for the Sellers’ account.
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11. Condition on delivery
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The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
delivered and taken over as she was at the time of this agreement inspection, fair wear and tear
excepted.
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However, the Vessel shall be delivered with her present class maintained and with all continuous
surveys up to date, free from without any condition/recommendations *,
free of average damage affecting the Vessel’s class, and with all her classification certificates and
national/international trading certificates, as well as all other certificates the Vessel had at the time of
this agreement inspection, valid and
clean, valid and unextended without condition/ recommendations* by Class or the relevant authorities
at the time of
delivery.
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“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) or 4 b), if
applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over
without inspection, the date of this Agreement shall be the relevant date.
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*   Notes, if any, in the surveyor’s report which are accepted by the Classification Society
without condition/recommendation are not to be taken into account.		  
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12. Name/markings
  230
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
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13. Buyers’ default
   232
Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this
Agreement, and they shall be entitled to claim compensation for their losses and for all expenses
incurred together with interest.
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Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to
cancel the Agreement, in which case the deposit together with interest earned shall be released to the
Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further
compensation for their losses and for all expenses incurred together with interest.
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14. Sellers’ default
   
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have
the option of cancelling this Agreement provided always that the Sellers shall be granted a
maximum of 3 banking days after Notice of Readiness has been given to make arrangements
for the documentation set out in Clause 8. If after Notice of Readiness has been given but before
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated in line 61 and new Notice of
Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect
to cancel this Agreement the deposit together with interest earned shall be released to them
immediately.
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Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for
their loss and for all expenses together with interest if their failure is due to proven
negligence and whether or not the Buyers cancel this Agreement.
 
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15. Buyers’ representatives
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After this Agreement has been signed by both parties and the 10 percent deposit has been lodged, the
Buyers
have the right to place two (2)representatives on board the Vessel at their sole risk and expense upon
arrival at                     on or about.
These representatives are on board for the purpose of familiarisation and in the capacity of
observers only, and they shall not interfere in any respect with the normal operation of the Vessel up to
and including her delivery. The existing crew will provide due assistance for familiarisation.
The Buyers’ representatives shall sign the Sellers’ usual P&I letter of indemnity forms requested by the
Sellers prior to their embarkation.
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16. Arbitration
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a)*   This Agreement shall be governed by and construed in accordance with English law and
any dispute arising out of this Agreement shall be referred to arbitration in London in
accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or
re-enactment thereof for the time being in force, one arbitrator being appointed by each
party. On the receipt by one party of the nomination in writing of the other party’s arbitrator,
that party shall appoint their arbitrator within fourteen days, failing which the decision of the
single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree
they shall appoint an umpire whose decision shall be final.		   263
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b)*   This Agreement shall be governed by and construed in accordance with Title 9 of the
United States Code and the Law of the State of New York and should any dispute arise out of
this Agreement, the matter in dispute shall be referred to three persons at Now York, one to
bo appointed by each of the parties hereto, and the third by the two so chosen; their
decision or that of any two of them shall be final, and for purpose of enforcing any award, this
Agreement may be made a rule of the Court. 		  271
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  The proceedings shall be conducted in accordance with the rules of the Society of Maritime
Arbitrators, Inc. New York.		   277
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c)*   Any dispute arising out of this Agreement shall be referred to arbitration at
                                                                                             subject to the procedures applicable there.
The laws of                                                                                                 shall govern this Agreement.		   279
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*   16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of
deletions, alternative 16 a) to apply.		   282
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This document is a computer generated copy of “SALEFORM 1993”, printed by authority of the Norwegian Shipbrokers’ Association, using software which is the copyright of Strategic Software Ltd. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the preprinted text of this document, the original document shall apply. The Norwegian Shipbrokers’ Association and Strategic Software Ltd. assume no responsibility for any loss or damage caused as a result of discrepancies between the original approved document and this document.

 

 

Additional clauses to the Memorandum of Agreement dated 20th August 2008
of the sale of the m/v “MEDI CEBU”
between “Sea Triumph Maritime S.A.”, Panama (the SELLERS)
and
“Tunmore Shipholding Co.”, Liberia (the BUYERS)
Clause 17
The Sellers shall provide the Buyers with a letter whereby they will undertake that to
the best of the Sellers’ knowledge, the Vessel under their current ownership has not
been blacklisted by any nation including the Arab Boycott League.
Clause 18
The sale of the vessel includes a timecharter to Irika Shipping S.A. as charterers of the
city of Piraeus, commencing immediately upon delivery of the Vessel to the Buyers
(assuming that she is immediately capable of rendering the services required under the
charterparty) for a period of min 35 months max 37 months, exact period in chopt, at
a flat rate of Usd 42,000 per day less a total of 5pct commission being further fixed on
a back to back basis as to the details only to messrs Cargill International S.A. of
Geneva.
Clause 19
It is understood that Irika Shipping S.A. undertake after delivery of the Vessel to use
their best endeavours to approach messrs Cargill International S.A. of Geneva in order
to obtain their agreement to novate the said charter from Irika Shipping S.A.
In the event that Cargill agree same, a novation agreement is to be signed between
Buyers, Irika Shipping S.A. and Cargill S.A.
The Novation Agreement will come in to effect at anytime after the delivery of the
vessel to the Buyers and commencement of the respective charter to Irika Shipping
S.A.
As security for the full and prompt performance of this charter Irika Shipping S.A.
will furnish the Buyers as beneficiaries with a first class bank guaranee in the amount
of Usd 7,500,000 (United States Dollars Seven Million Five Hundred Thousand)
which will be valid for the period from the time the Vessel is delivered to the Buyers
with the Irika Shipping S.A. charter attached until the time of novation of the charter
to Cargill International S.A.
In the event that Cargill do not consent to novating the Charter, then the Charter
between Buyers and Irika Shipping S.A. will remain in full force and effect and the

 

 

performance guarantee will remain valid until one of the following events occur
(whichever the earliest):
a) redelivery of the Vessels to the Bueyrs under the terms of the charters with
Irika Shipping S.A.
b) Irretrievable or other kind of loss of the Vessel which will give rise to a
premature termination of the subject Charter Party with Irika Shipping S.A.
c) The return of the original of this letter at any time by the beneficiary for
cancellation.
Clause 20
This transaction is subject to the Guarantor’s Board of Director’s Approval which is
to be lifted by latest 30th September 2008.
     
/s/ Julian Brynteson, H. Clarkson & Co. Ltd, Attorney in Fact
   /s/ Gabriel Panayotides, Chief Executive Officer and President
 
   
For the Sellers
  For the Buyers