ex10-3_1.htm


     

    Exhibit
      10.3.1

     

    

    MEMORANDUM
      OF AGREEMENT  Norwegian Shipbrokers’ Association’s Memorandum 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:  6th July
      2007  ORIGINAL  First Suezmax Tanker Corporation, Majuro,
      Marshall Islands hereinafter called the Sellers, have agreed   1
      to sell, and Double Hull Tankers Inc., or Nominee hereinafter called the Buyers,
      have agreed to buy   2 Name:  MT
“BESIKTAS”     3 Classification
      Society/Class:  American Bureau of Shipping (ABS)   4
      Built:  2001     By:  HHI, S.
      Korea     5 Flag:  Marshall
      Islands     Place of Registration:  Majuro,
      Marshall Islands   6 Call
      Sign:  TCBS     Grt/Nrt:  82250/53432     7
      Registration Number:  317   8  hereinafter
      called the Vessel, on the following terms and
      conditions:   9  Definitions     10  Printed
      by BIMCO’s idea  “Banking days” are days on which banks are open both
      in the country of the currency   11 stipulated for the Purchase
      Price in Clause 1 and in the place of closing stipulated in Clause
      8.     12  “In writing” or “written” means a
      letter handed over from the Sellers to the Buyers or vice
      versa,   13 a registered letter, telex, telefax or other modern
      form of written communication.   14  “Classification
      Society” or “Class” means the Society referred to in line
      4.   15  1.  Purchase Price USD 92,700,000
      (ninety two million seven hundred thousand United States   16
      Dollars) in
      cash.  2.  Deposit   17  As
      security for the correct fulfilment of this Agreement the Buyers shall pay
      a
      deposit of 10%   18 (ten per cent) of the Purchase Price within
      three (3) banking days from the date of this   19
      Agreement.  This deposit shall be placed with Den Norske Bank (DNB)
      NOR, New York   20 and held by them in a joint account for the
      Sellers and the Buyers, to be released in accordance   21 with
      joint written instructions of the Sellers and the Buyers.  Interest,
      if any, to be credited to the   22 Buyers.  Any fee
      charged for holding the said deposit shall be borne equally by the Sellers
      and
      the   23
      Buyers.   24  3.  Payment   25  The
      said Purchase Price shall be paid in full free of bank charges
      to   26 OSG International Inc., C/O JP Morgan Chase Bank New York
      ABA 021000021 Swift:  CHASUS33 Account 232-1015113 on delivery of the
      Vessel, but not later than 3 banking days after the Vessel is in every
      respect   27 physically ready for delivery in accordance with the
      terms and conditions of this Agreement and   28 Notice of
      Readiness has been given in accordance with Clause
      5.   29  4.  Inspections   30  a)*  The
      Buyers   31  This document is a computer generated
      SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’
Association.  Any insertion or deletion to the form must be clearly
      visible.  In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply.  BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as a result
      of discrepancies between the original approved document and this computer
      generated document.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

     

    32
      have accepted the Vessel based on an inspection report commissioned by OSG
      Ship  33 Management Inc., carried out in Trieste, Italy during June
      29-30, 2007 and the sale is outright and definite, subject only to the terms
      and
      conditions of this Agreement.   34 35 36 37 38 39 40 41 42 43 44
      45 46 47 48  *   4 a) and 4b) are alternatives; delete
      whichever is not applicable.  In the absence of
      deletions,  49 alternative 4a) to
      apply.   50  5.  Notices, time and place of
      delivery   51  a)  The Sellers shall keep the
      Buyers well informed of the Vessel’s itinerary and shall  52 provide
      the Buyers with 30, 20, 10, 5, 3 days, approximate, and 1 days definite notice
      of the 53 estimated time of arrival at the intended place of underwater
      inspection/delivery.  When the Vessel is at the
      place   54 of delivery and in every respect physically ready for
      delivery in accordance with this   55 Agreement, the Sellers
      shall give the Buyers a written Notice of Readiness for
      delivery.  56  b)  The Vessel shall be delivered
      and taken over safely afloat at a safe and accessible berth
      or   57 anchorage at/in US Gulf and Europe including
      Turkey.   58 in the Sellers’
option.   59  Expected time of
      delivery:  Between 1st November 2007 and 20th December
      2007   60  Date of cancelling (see Clauses 5 c), 6 b)
      (iii) and 14):  21st December 2007 in Buyers   61
      option.  c)  If the Sellers anticipate that, notwithstanding
      the exercise of due diligence by them, the   62 Vessel will not
      be ready for delivery by the cancelling date they may notify the Buyers
      in   63 writing stating the date when they anticipate that the
      Vessel will be ready for delivery and   64 propose a new
      cancelling date.  Upon receipt of such notification the Buyers shall
      have the   65 option of either cancelling this Agreement in
      accordance with Clause 14 within 7 running   66 days of receipt
      of the notice or of accepting the new date as the new cancelling
      date.  If the   67 Buyers have not declared their
      option within 7 running days of receipt of the Sellers’   68
      notification or if the Buyers accept the new date, the date proposed in the
      Sellers’ notification   69 shall be deemed to be the new
      cancelling date and shall be substituted for the cancelling   70
      date stipulated in line 61.   71  If this Agreement is
      maintained with the new cancelling date all other terms and
      conditions   72 hereof including those contained in Clauses 5 a)
      and 5 c) shall remain unaltered and in full   73 force and
      effect.  Cancellation or failure to cancel shall be entirely without
      prejudice to any   74 claim for damages the Buyers may have under
      Clause 14 for the Vessel not being ready by   75 the original
      cancelling date.   76  d)  Should the Vessel
      become an actual, constructive or compromised total loss before
      delivery   77 the deposit together with interest earned shall be
      released immediately to the Buyers   78 whereafter this Agreement
      shall be null and
      void.   79  6.  Drydocking/Divers
      Inspection   80 81 82 83  This document is a computer
      generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’
Association.  Any insertion or deletion to the form must be clearly
      visible.  In the event of any modification made to the pre-printed
      text of this document which is not clearly visible, the text of the original
      approved document shall apply.  BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as a result
      of discrepancies between the original approved document and this computer
      generated document.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    

      84
        85 86 87  b)** (i)  The Vessel is to be delivered without
        drydocking.  However, the Buyers shall   88 have the
        right at their expense to arrange for an underwater inspection by a diver
        approved   89 by the Classification Society prior to the delivery
        of the Vessel.  The Sellers shall at their  90 cost make the
        Vessel available for such inspection.  The extent of the inspection
        and the   91 conditions under which it is performed shall be to
        the satisfaction of the Classification   92
        Society.  If the conditions at the port of delivery are unsuitable for
        such inspection, the   93 Sellers shall make the Vessel available
        at a suitable alternative place near to the delivery   94
        port.   95.  (ii)  If the rudder, propeller,
        bottom or other underwater parts below the deepest load line   96
        are found broken, damaged or defective so as to affect the Vessel’s class, then
        unless   97 repairs can be carried out afloat to the satisfaction
        of the Classification Society and in the   98 event that the
        Classification Society for such damage/s would impose a recommendation that
        would require the vessel to be repaired promptly and prior to her scheduled
        dry
        dock then, the Sellers Shall arrange for the Vessel to be drydocked at their
        expense for inspection by the   99 Classification Society of the
        Vessel’s underwater parts below the deepest load line, the   100
        extent of the inspection being in accordance with the Classification Society’s
        rules.  If the   101 rudder, propeller, bottom or other
        underwater parts below the deepest load line are found   102
        broken, damaged or defective so as to affect the Vessel’s class, such defects
        shall be made   103 Good by the Sellers at their expense to the
        satisfaction of the Classification Society   104 without
        condition/recommendation*.   In such event the Sellers are to pay
        also for the cost of   105 the underwater inspection and the
        Classification Society’s attendance.   106  If however,
        in case of damage/s imposing a recommendation but the vessel is not
        required   107 to be dry docked before her next scheduled dry
        dock, then the vessel will not be dry docked/repaired but the Sellers shall
        pay
        to the Buyers the estimated cost to repair such damage/s in a way which is
        acceptable to the Classification Society and which shall be the direct cost
        of
        the repair for such damage only (so excluding dry dock fees).  This
        amount to be based on the average of two quotations given by two reputable
        independent repair yards in the delivery area as chosen and obtained one
        by the
        Sellers and one by the Buyers.  The amount as agreed shall be deducted
        from the balance of the purchase price at the time of
        delivery.  (iii)  If the Vessel is to be drydocked pursuant
        to Clause 6 b) (ii) and no suitable drydocking facilities are available at
        the
        port of delivery, the Sellers shall take the Vessel   108 to a
        port where suitable drydocking facilities are available, whether within or
        outside the   109 delivery range as per Clause 5
        b).  Once drydocking has taken place the Sellers shall
        deliver   110 the Vessel at a port within the delivery range as
        per Clause 5 b) which shall, for the   111 purpose of this
        Clause, become the new port of delivery.  In such event the cancelling
        date   112 provided for in Clause 5 b)) shall be extended by the
        additional time required for the   113 drydocking and extra
        steaming, but limited to a maximum of 14 running
        days.   114  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   116
        the survey being to the satisfaction of the Classification
        surveyor.  If such survey is not   117 required by the
        Classification Society, the Buyers shall have the right to require the
        tailshaft   118 to be drawn and surveyed by the Classification
        Society, the extent of the survey being in   119 accordance with
        the Classification Society’s rules for tailshaft survey and consistent
        with   120 the current stage of the Vessel’s survey
        cycle.  The Buyers shall declare whether they   121
        require the tailshaft to be drawn and surveyed not later than by the completion
        of the   122 inspection by the Classification
        Society.   The drawing and refitting of the tailshaft shall
        be   123 arranged by the Sellers.   Should any
        parts of the tailshaft system be condemned or found   124
        defective so as to affect the Vessel’s class, those parts shall be renewed or
        made good at   125 the Sellers’ expense to the satisfaction of
        the Classification Society without   126
        condition/recommendation*.   127  (ii)  the
        expenses relating to the survey of the tailshaft system shall be
        borne   128 by the Buyers unless the Classification Society
        requires such survey to be carried out, in   129 which case the
        Sellers shall pay these expenses.  The Sellers shall also pay the
        expenses   130 if the Buyers require the survey and parts of the
        system are condemned or found defective   131 or broken so as to
        affect the Vessel’s class*.   132  This document is a
        computer generated SALEFORM 1993 form printed by authority of the Norwegian
        Shipbrokers’ Association.  Any insertion or deletion to the form must
        be clearly visible.  In the event of any modification made to the
        pre-printed text of this document which is not clearly visible, the text
        of the
        original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or
        expense as a result of discrepancies between the original approved document
        and
        this computer generated document.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    

      (iii)  the
        expenses in connection with putting the Vessel in and taking her out
        of   133 drydock, including the drydock dues and the
        Classification Society’s fees shall be paid by   134 the Sellers
        if the Classification Society issues any condition/recommendation* as a
        result   135 of the survey or if it requires survey of the
        tailshaft system, in all other cases the Buyers   136 shall pay
        the aforesaid expenses, dues and
        fees.   137  (iv)  the Buyers’ representative
        shall have the right to be present in the drydock, but   138
        without interfering with the work or decisions of the Classification
        surveyor.   139  (v)  the Buyer shall have
        the right to have the underwater parts of the Vessel   140
        cleaned and painted at their risk and expense without interfering with the
        Sellers’ or the   141 Classification surveyor’s work, if any, and
        without affecting the Vessel’s timely
        delivery.  If,   142 however, the Buyers’ work in
        drydock is still in progress when the Sellers have   143
        completed the work which the Sellers are required to do, the additional docking
        time   144 needed to complete the Buyers’ work shall be for the
        Buyers’ risk and expense.  In the event   145 that the
        Buyers’ work requires such additional time, the Sellers may upon completion of
        the   146 Sellers’ work tender Notice of Readiness for delivery
        whilst the Vessel is still in drydock   147 and the Buyers shall
        be obliged to take delivery in accordance with Clause 3,
        whether   148 the Vessel is in drydock or not and irrespective of
        Clause 5 b).   149  *  Notes, if any, the
        surveyor’s report which are accepted by the Classification
        Society   150 without condition/recommendation are not to be
        taken into account.   151  **  6 a) and 6 b)
        are alternatives; delete whichever is not applicable.  In the absence
        of deletions,   152 alternative 6 a) to
        apply.   153  7.  Spares/bunkers,
        etc.   154  The Sellers shall deliver the Vessel to the
        Buyers with everything belonging to her on board and on   155
        shore.  All spare parts and spare equipment   156
        belonging to the Vessel at the time of inspection used or   157
        unused, whether on board or not shall become the Buyers’ property, but spares on
        order are to be   158 excluded.  Forwarding charges, if
        any, shall be for the Buyers’ account.  The Sellers are not required
        to   159 replace spare parts which   160 are taken
        out of spare and used as replacement prior to delivery, but the replaced
        items
        shall be the   161 property of the Buyers.  The radio
        installation and navigational equipment shall be included in the
        sale   162 without extra payment.  Unused stores and
        provisions shall be   163 included in the sale and be taken over
        by the Buyers without extra payment.   164  The Sellers
        have the right to take ashore crockery, plates, cutlery, linen and other
        articles bearing the   165 Sellers’ flag or name, provided they
        replace same with similar unmarked items.  Library, forms,
        etc.,   166 exclusively for use in the Sellers’ vessel(s), shall
        be excluded without compensation.  Captain’s,   167
        Officers, and Crew’s personal belongings including the slop chest are to be
        excluded from the sale,   168 as well as the following additional
        items (including items on hire):  Unitor Gas Bottles,
        Crew   169 personal laptop computers and Sellers own/private
        files but not Vessels records.  170 171 172 173
        174  8.  Documentation   175  The
        place of closing:  Istanbul, Turkey or any other place which mutually
        agreed to be more practical   176 between the Sellers and the
        Buyers. In exchange for payment of the Purchase Price the Sellers shall furnish
        the Buyers with delivery   177 documents,
        namely:   178  a)  Legal Bill of Sale, in two
        originals,   179 warranting that the Vessel is free from all
        encumbrances, mortgages   180 and maritime liens or any other
        debts or claims whatsoever, duly notarially attested and   181
        legalized by the consul of Buyers’ country or apostilled by other competent
        authority.   182  b)  Current Certificate of
        Ownership issued by the competent authorities of the flag state
        of    183 the Vessel, evidencing that the vessel is owned by
        the Sellers, dated the day of Sellers   184 tendering the Notice
        of Readiness for delivery.  This document is a computer generated
        SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’
Association.  Any insertion or deletion to the form must be clearly
        visible.  In the event of any modification made to the pre-printed
        text of this document which is not clearly visible, the text of the original
        approved document shall apply.  BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as a
        result
        of discrepancies between the original approved document and this computer
        generated document.

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    

      c)  Confirmation
        of Class issued within 72 hours prior to
        delivery.   185  d)  Current Certificate of
        encumberance issued by the competent authorities stating that
        the   186 Vessel is free from registered encumbrances/mortgages,
        dated the day of Sellers tendering the Notice of   187 Readiness
        for delivery  e)  Certificate of Deletion of the Vessel from
        the Vessel’s registry or other official evidence of   188
        deletion appropriate to the Vessel’s registry at the time of delivery, or, in
        the event that the   189 registry does not as a matter of
        practice issue such documentation immediately, a written   190
        undertaking by the Sellers to effect deletion from the Vessel’s registry
        forthwith and furnish a   191 Certificate or other official
        evidence of deletion to the Buyers promptly and latest within
        1   192 (one) week after the Purchase Price has been paid and the
        Vessel has been
        delivered.   193  f)  Notarized and
        Apostilled copy of the Minutes of Meeting of the Board of Directors and
        Shareholders of Sellers authorizing sale of the Vessel and appointing person
        to
        execute Bill of Sale and proceed with delivery formalities on the terms set
        forth in this Agreement (the “MOA”).  g)  Power of Attorney
        in favor of person(s) authorized to execute and deliver the Bill of Sale
        and all
        documents relevant to the sale and delivery of the
        vessel.  h)  Good Standing Certificate of Sellers to be
        issued by the Marshall Islands Registry dated not more than fifteen (15)
        days
        prior to the closing/delivery date.  i)  Copy of Sellers
        Articles of Incorporation and Bye Laws.  j) Certificate of Ownership
        and Encumberance to be issued by the appropriate authorities, evidencing
        Vessel
        owned by the Sellers and free from all registered encumbrances and mortgages,
        to
        be dated on the delivery date and be issued and delivered to Buyers
        simultaneously with payment of the purchase price.  k) Commercial
        invoice in triplicate marked ‘fully paid’ giving details of the vessel and the
        full purchase price.  l) Permission from the Marshall Islands
        Authorities to transfer the vessel to the Buyer for re-registration under
        the
        Marshall Island flag.  m)  Any such additional documents as
        may reasonably be required by the competent authorities   194 for
        the purpose of registering the Vessel, provided the Buyers notify the Sellers
        of
        any such   195 documents as soon as possible after the date of
        this Agreement.   196  (The certificates as per above
        paragraph b) and d) will be in one document only)  The Buyers or
        Buyers shareholder shall furnish the Sellers with the following
        documents:  n)  Minutes of the Meeting of the Board of
        Directors of the Buyers authorizing purchase of the vessel as per the MOA
        from
        Sellers and appointing person(s) to execute the Protocol of Delivery and
        Acceptance and all relevant documents and proceed with delivery formalities
        to
        be notorized by a Notary Public and Apostilled.  o)  Power
        of Attorney of the Buyers, in favor of the Buyers empowering person(s) to
        conduct all matters relating to the purchase of the Vessel on behalf of the
        Buyers, including accept delivery of the Vessel from the Sellers and release
        the
        deposit and pay the balance of the purchase price and any other money payable
        to
        the Sellers, signing the Protocol of Delivery and Acceptance and attending
        all
        relevant matters, to be notarized by a Notary Public and
        Apostilled.  All above documents to be either in English or be
        accompanied by a certified, true English translation.  At the time of
        delivery the Buyers and Sellers shall sign and deliver to each other a Protocol
        of   197 Delivery and Acceptance confirming the transfer of the
        title to the vessel and the place, date and time   198 of
        delivery of the Vessel from the Sellers to the
        Buyers.   199  At the time of delivery the Sellers
        shall hand to the Buyers the classification certificate(s) as well as
        all   200 plans etc., which are on board the
        Vessel.  Other certificates which are on board the Vessel shall
        also   201 be handed over to the Buyers unless the Sellers are
        required to retain same, in which case the   202 Buyers to have
        the right to take copies.  Other technical documentation which
        may   203 be in the Sellers’ possession shall be promptly
        forwarded to the Buyers at their expense, if they so   204
        request.  The Sellers may keep the Vessel’s log books but the Buyers
        to have the right to take   205  This document is a
        computer generated SALEFORM 1993 form printed by authority of the Norwegian
        Shipbrokers’ Association.  Any insertion or deletion to the form must
        be clearly visible.  In the event of any modification made to the
        pre-printed text of this document which is not clearly visible, the text
        of the
        original approved document shall apply.  BIMCO and the Norwegian
        Shipbrokers’ Association assume no responsibility for any loss, damage or
        expense as a result of discrepancies between the original approved document
        and
        this computer generated document.



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    

      
         copies
          of
          same.   206  9.  Encumbrances   207
          The Sellers warrant that the Vessel, at the time of delivery, is free from
          all
          charters, encumbrances,   208 mortgages and maritime liens or any
          other debts whatsoever. The Sellers hereby undertake   209 to
          indemnify the Buyers against all consequences of claims made against the
          Vessel
          which have  210 been incurred prior to the time of
          delivery.   211  10.  Taxes,
          etc.   212 Any taxes, fees and expenses in connection with the
          purchase and registration under the Buyers’ flag   213 shall be
          for the Buyers’ account, whereas similar charges in connection with the closing
          of the Sellers’   214 register shall be for the Sellers’
account.   215  11.  Condition on
          delivery   216  The Vessel with everything belonging to
          her shall be at the Sellers’ risk and expense until she is   217
          delivered to the Buyers, but subject to the terms and conditions of this
          Agreement she shall be   218 delivered and taken over as she was
          at the time of inspection, fair wear and tear excepted.   219
          However, the Vessel shall be delivered with her class maintained without
          condition/recommendation*,   220 free of average damage affecting
          the Vessel’s class, and with her classification certificates
          and   221 national certificates, as well as all other
          certificates the Vessel had at the time of inspection, valid
          and   222 unextended without condition/recommendation* by Class
          or the relevant authorities at the time of    223
          delivery.   224 “Inspection” in this Clause 11, shall mean the
          Buyers’ inspection according to Clause 4 a) or 4 b), if   225
          applicable, or the Buyers’ inspection prior to the signing of this Agreement. If
          the Vessel is taken over   226 without inspection, the date of
          this Agreement shall be the relevant
          date.   227  *  Notes, if any, in the
          surveyor’s report which are accepted by the Classification
          Society   228 without condition/recommendation are not to be
          taken into
          account.   229  12.  Name/markings   230  Upon
          delivery the Buyers undertake to change the name of the Vessel and alter
          funnel
          markings.   231  13.Buyers’
default   232  Should the deposit not be paid in
          accordance with Clause 2, the Sellers have the right to cancel
          this   233 Agreement, and they shall be entitled to claim
          compensation for their losses and for all expenses   234 incurred
          together with interest.   235 Should the Purchase Price not be
          paid in accordance with Clause 3, the Sellers have the right
          to   236 cancel the Agreement, in which case the deposit together
          with interest earned shall be released to the   237
          Sellers.  If the deposit does not cover their loss, the Sellers shall
          be entitled to claim further   238 compensation for their losses
          and for all expenses incurred together with
          interest.   239  14.  Sellers’
default   240  Should the Sellers fail to give Notice
          of Readiness in accordance with Clause 5a or fail to be
          ready   241 to validly complete a legal transfer by the date
          stipulated in line 61 the Buyers shall have   242 the option of
          cancelling this Agreement provided always that the Sellers shall be granted
          a   243 maximum of 3 banking days after Notice of Readiness has
          been given to make arrangements   244 for the documentation set
          out in Clause 8.  If after Notice of Readiness has been given but
          before   245 the Buyers have taken delivery, the Vessel ceases to
          be physically ready for delivery and is not   246 made physically
          ready again in every respect by the date stipulated in line 61. and new
          Notice
          of   247 Readiness given, the Buyers shall retain their option to
          cancel.  In the event that the Buyers elect   248 to
          cancel this Agreement the deposit together with interest earned shall be
          released to them   249 immediately.   250 Should
          the Sellers fail to give Notice of Readiness by the date stipulated in
          line 61
          or fail to be ready   251 to validly complete a legal transfer as
          aforesaid they shall make due compensation to the Buyers
          for   252 their loss and for all expenses together with interest
          if their failure is due to proven   253 negligence and whether or
          not the Buyers cancel this Agreement.   254
          15.  Buyers’ representatives   255 After this Agreement
          has been signed by both parties and the deposit has been lodged, the
          Buyers   256  This document is a computer generated
          SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’
Association.  Any insertion or deletion to the form must be clearly
          visible.  In the event of any modification made to the pre-printed
          text of this document which is not clearly visible, the text of the original
          approved document shall apply.  BIMCO and the Norwegian Shipbrokers’
Association assume no responsibility for any loss, damage or expense as
          a result
          of discrepancies between the original approved document and this computer
          generated document. 

         

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

     

     have
      the right to place two representatives on board the Vessel at their sole risk
      and expense   257 who can remain onboard until
      Delivery.   258 These representatives are on board for the
      purpose of familiarisation and in the capacity of   259 observers
      only, and they shall not interfere in any respect with the operation of the
      Vessel.  The   260 Buyers’ representatives shall sign
      the Sellers’ letter of indemnity prior to their embarkation. Buyers
      have   261 the right to rotate their representatives as
      practical.  16.  Arbitration   262
      a)*  This Agreement shall be governed by and construed in accordance
      with English law and   263 any dispute arising out of this
      Agreement shall be referred to arbitration in London in  264
      accordance with the Arbitration Acts 1950 and 1979 or any statutory modification
      or   265 re-enactment thereof for the time being in force, one
      arbitrator being appointed by each   266 party.  On the
      receipt by one party of the nomination in writing of the other party’s
      arbitrator,   267 that party shall appoint their arbitrator
      within fourteen days, failing which the decision of the   268
      single arbitrator appointed shall apply. If two arbitrators properly appointed
      shall not agree   269 they shall appoint an umpire whose decision
      shall be final.   270 271 272 273 274 275 276 278 279 280
      281  *  16 a) 16 b) and 16 c) are alternatives; delete
      whichever is not applicable.  In the absence of   282
      deletions, alternative 16 a) to
      apply.   283  17.  Notices  All
      notices required to be given in accordance with this Agreement shall be in
      writing, by fax or e-mail, and shall be addressed to the following with copy
      to
      the Broker:  To the
      Sellers:  Copyright:  Norwegian Shipbrokers’ Association,
      Oslo, Norway.  Mr. Marc La Monte C/O OSG Ship Mgt., Inc. 666 3rd
      Avenue New York, N.Y. 10017, USA  Tel: 212 578 1812 Fax: 212 578 1991
      Email: osgs&p@osg.com  To the Buyers:  Double Hull
      Tankers Inc. 26 New Street St Helier Jersey, Channel Islands  OJ
      Diesen Tel (47) 908 31012 Email:  ojdiesen@dhtankers.je Or Eirik Uboe
      Tel (47) 41292712 Email: eu@tankersservices.com  This document is a
      computer generated SALEFORM 1993 form printed by authority of the Norwegian
      Shipbrokers’ Association.  Any insertion or deletion to the form must
      be clearly visible.  In the event of any modification made to the
      pre-printed text of this document which is not clearly visible, the text of
      the
      original approved document shall apply.  BIMCO and the Norwegian
      Shipbrokers’ Association assume no responsibility for any loss, damage or
      expense as a result of discrepancies between the original approved document
      and
      this computer generated document.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
       This
        agreement has been issued in two (2) originals, one for the Sellers and one
        for
        the Buyers and shall not be binding unless and until signed by both parties
        via
        fax or e-mail.  THE SELLERS  First Suezmax Tanker
        Corporation  By:  /s/ James I.
        Edelson        James I.
        Edelson        Vice
        President  THE BUYERS  /s/ O. J. Diesen OLE Jacob Diesen
        CEO  This document is a computer generated SALEFORM 1993 form printed
        by authority of the Norwegian Shipbrokers’ Association.  Any insertion
        or deletion to the form must be clearly visible.  In the event of any
        modification made to the pre-printed text of this document which is not clearly
        visible, the text of the original approved document shall
        apply.  BIMCO and the Norwegian Shipbrokers’ Association assume no
        responsibility for any loss, damage or expense as a result of discrepancies
        between the original approved document and this computer generated
        document.