Exhibit 4.32





































	 	 
	
CALL OPTION AGREEMENT


 

	
EHLERMANN


RINDFLEISCH


GADOW


RECHTSANWÄLTE


PARTNERSCHAFT MBB

  


	
M/T "STENAWECO EVOLUTION"

	 
	 	
BALLINDAMM 26. 20095 HAMBURG


	 	
TELEFON +49 40 37 48 14 - 0


	 	
TELEFAX +49 40 37 48 14 - 30


	 	
INTERNET WWW.ERG-LEGAL.COM


 






























ECO EVOLUTION LLC

 as Owners


and


MONTE CARLO 71 SHIPPING COMPANY LIMITED

 as Option Holder








THIS CALL OPTION AGREEMENT is made this 30th December, 2014 between ECO Evolution LLC, a limited liability company incorporated in the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands, (the "Owners") and MONTE CARLO ONE SHIPPING COMPANY LIMITED, a limited liability company incorporated in the Marshall Islands with its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands, (the "Option Holder").


WHEREAS:



	I.	Pursuant to the terms and conditions of a bareboat charter contract dated 30th December, 2014 (as from time to time amended, varied or supplemented the "Charter") and made between the Owners as owners and the Option Holder as charterer, the Owners agreed to charter the Owner's Marshall Islands flag vessel "STENAWECO EVOLUTION", IMO No. 9687942 (the "Vessel") to the Option Holder.






	II.	The Vessel was originally sold to the Owners by the Option Holder pursuant to a memorandum of agreement dated 30th December, 2014 (as from time to time amended, varied or supplemented the "MOA") and made between the Option Holder as seller and the Owners as buyer.






	III.	Pursuant to clause 61.2.3 of the Charter, it shall be a condition precedent of the Charter that the Owners and the Option Holder execute a call option agreement on the terms and conditions detailed herein.





IT IS AGREED



	1	DEFINITIONS AND INTERPRETATION






	1.1	Words and expressions defined in the Charter and not defined in this Agreement shall have the same meaning when used in this Agreement.





"Banking Days" means a day on which banks are open for business and not authorised by law to close in Athens, Hamburg, London and New York.


"Call Option" has the meaning given to such term in Clause 3.1.


"Call Option Date" means the date described in Clause 3.3.1 on which the Option Holder is required to pay for, and accept delivery of, the Vessel from the Owners if it exercises the Call Option.


"Call Option Price" means the amount calculated in accordance with Schedule 1 which the Option Holder is required to pay for the Vessel.


"Call Option Notice" has the meaning given to such term in Clause 3.1.


"Charter Termination Date" means the date falling 84 months after the Delivery Date;


"Delivery Date" means the date on which the Vessel is delivered to the Charterers under the Charter;


"Default Notice" means a notice of an Event of Default under clause 44.2 of the Charter;



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"Option MOA" means the memorandum of agreement attached to this Agreement as Appendix "A".



	1.2	In this Agreement:






	1.2.1	words denoting the plural number include the singular and vice versa;






	1.2.2	words denoting persons include corporations, partnerships, associations of persons (whether incorporated or not) or governmental or quasi-governmental bodies or authorities and vice versa;






	1.2.3	references to Recitals and Clauses are references to recitals and clauses of this Agreement;






	1.2.4	references to this Agreement include the Recitals;






	1.2.5	the headings and contents page(s) are for the purposes of reference only, have no legal or other significance, and shall be ignored in the interpretation of this Agreement;






	1.2.6	references to any document are, unless the context otherwise requires, references to that document as amended, supplemented, novated or replaced from time to time;






	1.2.7	references to statutes or provisions of statutes are references to those statutes, or those provisions, as from time to time amended, replaced or re-enacted;






	1.2.8	references to the Owners include its successors, transferees and assignees.






	2	CONDITIONS PRECEDENT





It shall be a condition precedent to the Parties obligations under this Agreement that the Vessel has been delivered by the Owners to the Charterers under and in accordance with the Charter.



	3	CALL OPTION AND DEFAULT CALL OPTION






	3.1	Commencing on the third anniversary of the Delivery Date and unless the Owners has served a Default Notice to the Option Holder, the Option Holder shall have the option (the "Call Option") to purchase the Vessel from the Owners for the Call Option Price on a Call Option Date. The Call Option shall be exercisable by prior notice in writing (the "Call Option Notice") to the Owners.






	3.2	Notwithstanding Clause 3.1, in the event that the Owners has served a Default Notice on the Option Holder after the Delivery Date the Option Holder shall be entitled to exercise a Call Option and purchase the Vessel by delivering a Call Option Notice to the Owners.






	3.3	The Call Option Notice must -






	3.3.1	specify the Call Option Date, which






	3.3.1.1	shall not be earlier than the first Banking Day falling 90 days after the Owners' receipt of the Call Option Notice for purposes of exercising a Call Option under Clause 3.1; or






	3.3.1.2	shall not be earlier than 10 Banking Days after the Default Notice and not later than the first Banking Day falling 30 days after the Default Notice for purposes of






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exercising a Call Option under Clause 3.2; and



	3.3.2	attach the Option MOA, duly populated and executed by the Option Holder.






	3.4	Subject to Clause 6, once served, any Call Option Notice and the Call Option Date specified in it shall be irrevocable without the written consent of the Owners.






	3.5	Following service of a Call Option Notice, the Owners shall be obliged to sell and the Option Holder shall be obliged to purchase the Vessel on the basis of the Option MOA for the Call Option Price on the Call Option Date. Upon service of Call Option Notice the attached Option MOA shall be deemed to constitute a binding contract between the parties without needing to be separately executed.






	4	OPTION PREMIUM





In consideration of the Owners granting the Call Option, the Option Holder shall pay to the Owners upon delivery of the Vessel by the Option Holder to the Owners under the MoA a non-refundable non-interest bearing unsecured option premium (the "Option Premium") in the amount of United States Dollars nine million five hundred thousand (USD 9,500,000.00). The amount of the Option Premium will be settled through netting off from the purchase price of the Vessel under clause 21 of the MOA. To the extent that the Fair Market Value is less than USD 35,000,000, the Option Premium shall be increased by 81% of the difference between USD 35,000,000 and the Fair Market Value.



	5	COMPLETION





Completion of the sale of the Vessel to the Option Holder shall take place wherever the Vessel is located and in whatever condition she is in on its redelivery from the Charterers on the Option Date when the Option Holder shall pay to the Owners the Call Option Price, and in exchange for the Call Option Price the Owners shall perform the obligations of the seller set out in the Option MOA.



	6	TERMINATION






	6.1	In the event that a Default Notice is served by the Owners and unless the Option Holder delivers a Call Option Notice in terms of Clause 3.3.1.2, on the first Banking Day falling 30 days after the Default Notice:






	6.1.1	the Call Option shall immediately cease to be exercisable; and






	6.1.2	with immediate effect the parties shall cease to be obliged to fulfil the obligations of seller and buyer under the Option MOA with regard to the Call Option being exercised, although the Owners shall be entitled to retain any amount paid by way of deposit and apply it against any amount due under the Charter.






	6.2	In the event that a Default Notice is served by the Owners on the third anniversary of the Delivery Date or thereafter, any Call Option Notice that may have been served under Clause 3.3.1.1 shall be deemed revoked and considered void.






	6.3	In the event that the Charter terminates through the effluxion of time and the Call Option has not been exercised, the Call Option shall lapse and the Option Holder shall have no claim whatsoever on the Vessel.






	7.	OWNERS' RIGHT TO SELL





The Owners during this Agreement have the right to sell the Vessel and novate this Agreement to a








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third party at any time with the condition that such sale of the Vessel shall by no means affect the continuation of this Agreement and the new owner shall comply in full with all terms and conditions of this Agreement, and the new owner will be included in/bound by a customary novation agreement.



	8	PAYMENT






	8.1	Any payment required to be made under this Agreement or the Option MOA by the Option Holder shall be made to the Earnings Account or such other account as the Owners may specify unless otherwise indicated herein and shall be made net of all commissions and without any set-off or counterclaim whatsoever and free and clear of and without withholding or deduction for, or on account of, any present or future income, freight, stamp and other taxes, levies, imposts, duties, fees, charges, restrictions or conditions of any nature (collectively "Taxes"). If the Option Holder is required by law to make any withholding or deduction from any such payment, the sum due from the Option Holder in respect of such payment will be increased to the extent necessary to ensure that, after making such withholding or deduction, the Owners receive a net sum equal to the amount which it would have received had no such withholding or deduction been required to be made. The Option Holder will promptly deliver to the Owners any receipts, certificates or other proof evidencing the amounts, if any, paid or payable in respect of any such withholding or deduction as aforesaid.






	8.2	Time shall be of the essence for the making of any payments or serving of any notices under this Agreement.






	9	COMMUNICATION





All notices or other communications under or in respect of this Agreement to either party hereto shall be in writing and shall be made or given to such party at the postal address, e-mail address or facsimile number and in the same manner as is provided for in clause 60 of the Charter.



	10	RIGHTS OF THIRD PARTIES





No person other than a party to this Agreement shall have any right by virtue of the Contracts (Right of Third Parties) Act 1999 to enforce any term (whether express or implied) of this Agreement.



	11	INDEMNITY





The Option Holder undertakes to reimburse the Owners on demand for all sums which the Owners may from time to time pay or become liable for in or about the protection, maintenance or enforcement of the rights created in favour of the Owners by this Agreement or in or about the exercise by the Owners of any of the powers vested in it under or pursuant to this Agreement and to keep the Owners fully and effectually indemnified from and against all actions, losses, claims, proceedings, costs, demands and liabilities which the Owners may suffer or incur under or in connection with any breach by the Option Holder of its obligations hereunder.



	12	GOVERNING LAW






	12.1	This Agreement and the Option MOA attached to it, and any non-contractual obligations arising out of or in connection with them shall be governed and construed in accordance with English law and the courts of England and Wales shall have exclusive jurisdiction to determine the same.






	12.2	The Option Holder hereby appoints Top Properties (London) Limited of 8 Duke Street






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London W1U 3EW, England as its agent for service of process in connection with any legal proceedings related to this Agreement or the Option MOA and the Owners hereby appoints Ehlermann Rindfleisch Gadow, 2 White Lion Court, Cornhill, London EC3V 3NP, England, as its agent for service of process in connection with any such proceedings.







(signatures on next page)



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THIS AGREEMENT has been entered into as a deed on the date above stated,







 












	
EXECUTED and DELIVERED as a DEED

	 	
/s/ John Hartigan


	
by

	
JOHN HARTIGAN

	
As Attorney in Fact

	 
	
for and on behalf of

	 
	
ECO EVOLUTION LLC

	 
	 	 
	
in the presence of:

	 


















	
EXECUTED and DELIVERED as a DEED

	 	 
	
by

	 	 	
/s/ Andreas Louka


	
for and on behalf of

	 
	
MONTE CARLO ONE SHIPPING

	 
	
COMPANY LIMITED

	 
	 	 
	
in the presence of:

	 
	
DIMITRA KARKALEYSI

	
/s/ Dimtra Karkaleysi





















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SCHEDULE 1


CALL OPTION PRICES



	(a)	The Call Option Price shall be -






		(i.)	in the event that the Option Holder delivers a Call Option Notice under Clause 3.1, the Call Option Base Price set out below plus or minus any amounts referred to in paragraphs (b), (c), and (d):





	
Call Option Date falling on

	
Call Option Base Price


	
Third Anniversary of the Delivery Date

	
USD

	
25,850,000


	
Fourth Anniversary of the Delivery Date

	
USD

	
24,800,000


	
Fifth Anniversary of the Delivery Date

	
USD

	
23,650,000


	
Sixth Anniversary of the Delivery Date

	
USD

	
22,525,000


	
Seventh Anniversary of the Delivery Date

	
USD

	
21,200,000










provided, however, that in case the Call Option Date does not fall on any of the above anniversaries of the Delivery Date, the Call Option Base Price shall be prorated based on the passage of time from the anniversary of the Delivery Date prior to the Call Option Notice and the Call Option Date; or



		(ii.)	in the event that the Option Holder delivers a Call Option Notice under Clause 3.2, the Call Option Base Price set out below plus any amounts referred to in paragraphs (b)(i.) and (d):





	
Call Option Date falling on

	
Call Option Base Price


	
First Anniversary of the Delivery Date

	
USD

	
30,000,000


	
Second Anniversary of the Delivery Date

	
USD

	
29,500,000


	
Third Anniversary of the Delivery Date

	
USD

	
25,850,000


	
Fourth Anniversary of the Delivery Date

	
USD

	
24,800,000


	
Fifth Anniversary of the Delivery Date

	
USD

	
23,650,000


	
Sixth Anniversary of the Delivery Date

	
USD

	
22,525,000


	
Seventh Anniversary of the Delivery Date

	
USD

	
21,200,000










provided, however, that (1) in case the Call Option Date falls any date prior to the first anniversary of the Delivery Date, the Call Option Base Price shall be USD 30,000,000; and (2) in case the Call Option Date falls on any date on or after the First Anniversary of the Delivery Date, but does not fall on any of the above anniversaries of the Delivery Date, the Call Option Base Price shall be prorated based on the passage of time from the anniversary of the Delivery Date prior to the Call Option Notice and the Call Option Date.



	(b)	The Call Option Price shall be -







		(i.)	increased by any break funding or swap termination costs as well as any other costs and expenses arising from the exercise of the Call Option for which the Owners may be liable; or






	








		






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		(ii.)	reduced by any break funding or swap termination gain arising from the exercise of the Call Option to which the Owners may be entitled.






	(c)	To the extent that the Fair Market Value falls below USD 35,000,000, the Call Option Base Price shall be reduced by the Committed Capital Reduction Factor.






	(d)	In addition to and concurrently with the payment of the Call Option Price, the Option Holder shall pay to the Owners any and all other amounts owed by the Option Holder to the Owners under or in connection with this Agreement which are due but unpaid on the Call Option Date.











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APPENDIX "A"


MEMORANDUM OF AGREEMENT


 


 


 


 



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