Exhibit 4.31


 





 


 








 





 








 





 








 





 








 





 



















 





 


 








 











 





 


 








 


Additional Clauses

to the

Memorandum of Agreement

dated 30th December, 2014

(the "Agreement")

between

Monte Carlo One Shipping Company Limited

Majuro, Marshall Islands (the "Sellers")

as sellers

and

Eco Evolution LLC

Majuro, Marshall Islands (the "Buyers")

as buyers

regarding the MV "Stenaweco Evolution"


Terms and expressions used herein shall have the same meaning assigned to them in the Agreement.


19 Delivery, Liquidated Damages


The Vessel shall be delivered by the Sellers to the Buyers hereunder (the "Delivery") immediately after having been delivered by the Builder to the Sellers under the Building Contract. The Building Contract stipulates the date of delivery to be 31st March, 2015 (the "Delivery Date"). Upon Delivery, the Vessel shall be in the same state and condition as it will be delivered by the Builder to the Sellers pursuant to the terms of the Building Contract. Any deficiencies of the Vessel as described in Article III of the Building Contract if to be tolerated by the Sellers under the Building Contract have to be accepted by the Buyers hereunder without any liability of the Sellers.


Any penalty and liquidated damages payable by the Builder to the Sellers in accordance with Article III.1 of the Building Contract for late delivery shall be for Sellers' account.


Any other penalty and liquidated damages payable by the Builder to the Sellers in accordance with Article III.2, III.3 and III.4 of the Building Contract shall be split 50/50 between Sellers and Buyers.


The Buyers may deduct from the Purchase Price any penalty and liquidated damages which are for its account as aforesaid.


The Vessel shall be delivered hereunder with all appurtenances and equipment as delivered by the Builder to the Sellers pursuant to the Building Contract including 'BUYER'S SUPPLIES' as regulated in Article XII of the Building Contract.


20 Acceptance of Vessel under Building Contract


Sellers shall inform Buyers latest one (1) day after receiving knowledge of any deficiencies of the Vessel under Article III of the Building Contract.


Seller's will reconcile with Buyers any decision to exercise the rights to reject or to accept the Vessel under the Building Contract.


Insofar as Sellers are entitled under the Building Contract to, at their option, either accept the Vessel or reject the Vessel and/or cancel the Building Contract for insufficient speed, excessive fuel consumption, deadweight below contract requirements, as the case may be, the Sellers will accept the Vessel if so instructed by the Buyers. Such instruction of the Buyers shall be made at least one Banking Day prior to the time at which the Sellers pursuant to the Building Contract have to declare rejection of acceptance of the Vessel or cancellation of the Building Contract to the Builder.



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If (in case the Sellers are entitled under the Building Contract to reject the Vessel and/or to cancel the Building Contract) the Buyers fail to instruct the Sellers in accordance with the above paragraph of this Clause 20 or the Buyers instruct the Sellers to reject the Vessel or to cancel the Building Contract, the Sellers shall be free to accept the Vessel or not to accept it or to cancel the Building Contract. Should the Sellers in such case decide to accept the Vessel, the Buyers are not bound to accept and not entitled to get Delivery of the Vessel under this Agreement.


If (in case the Sellers are entitled under the Building Contract to reject the Vessel and/or to cancel the Building Contract) the Buyers inform the Sellers that the Buyers reject the Vessel, this Agreement shall be null and void without penalty to the parties hereto. Should the Sellers in such case decide to accept the Vessel, the Buyers are not bound to accept and not entitled to get Delivery of the Vessel under this Agreement.


The Sellers will endeavour to settle any disputes with Builder regarding quality, acceptance and/or delivery of the Vessel in reconciliation with Buyers. In case of arbitration proceedings according to Article 13 of the Building Contract, Sellers shall reconcile the conduct of such proceedings with Buyers and Buyers shall be obliged to accept the arbitral award and its consequences on the quality of the Vessel its acceptance and delivery.


21 Bareboat Charter


Upon delivery of the Vessel under this Agreement, the Vessel shall simultaneously be delivered to Sellers under a bareboat charterparty (the "Bareboat Charter") of the date hereof entered into between the Buyers as owners and the Sellers as charterers.


If the Bareboat Charter is not entered into in legally binding form or the conditions precedent set out in clause 61 of the Bareboat Charter are not satisfied on or prior to the Vessel's delivery under this Agreement or a Termination Event (as defined in the Bareboat Charter) occurs under the Bareboat Charter, this Agreement shall be considered null and void, provided however, that Clauses 14, 16 and 17 shall survive.


22 Registration of the Vessel


The Buyers shall register the Vessel in their own name and a first preferred mortgage in favour of their financing bank with the Marshall Islands ships registry upon the Vessel's delivery to them. Costs and expenses related to such registration shall be for the Sellers' account.


23 Setting Off


The Buyers shall be entitled to set off their claim against the Sellers for payment of the Option Premium (as the term is defined in the Call Option Agreement) against the Sellers' claim for payment of the Purchase Price as set forth in clause 4 of the Call Option Agreement.


24 Assignment of Builder's Warranty


The Sellers shall



	(a)	assign to the Buyers, in the form of the assignment attached to this Agreement as Annex 2, with effect from the date of the Vessel's delivery such rights, title and interest as they have acquired, or may in the future acquire, to the warranties provided by the Builder under Article IX of the Building Contract;






	(b)	notify the Builder about the said assignment in the form attached to the said assignment; and






2








	(c)	procure that the Builder acknowledges the receipt of the Sellers' notice of assignment in the form attached to the said assignment.





25 Service Agent


The Sellers hereby appoint the following agent for service of process in connection with any legal proceedings related to this Agreement:


Top Properties (London) Limited


8 Duke Street


London VV1U 3EW


UK


Fax: +44 207 2245557.


The Buyers hereby appoint the following agent for service of process in connection with any such proceedings:


Ehlermann Rindfleisch Gadow


Rechtsanwalte Partnerschaft mbB


2 White Lion Court Cornhill


London EC3V 3NP


UK


Fax +44 20 7118 2200







26 Conditions Precedent


The Purchase Price shall only be payable by the Buyers to the Sellers under this Agreement and the Buyers shall only be obliged to accept the Vessel's delivery under this Agreement, provided the following conditions having been fulfilled to the Buyers' satisfaction:


(a)            the Bareboat Charter and all security documents annexed thereto having been signed and remaining in full force and effect; and


(b)            the Buyers being satisfied that all conditions precedent under the Bareboat Charter have been satisfied or waived or will be satisfied or waived immediately upon delivery of the Vessel under the Bareboat Charter.


27 Third Party Rights


No term of this Memorandum of Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.


28 Private and Confidential


This Agreement shall be kept strictly private and confidential among the parties involved, provided however that the parties may disclose as much as may be necessary of the terms of this Agreement:



	(a)	at the request of any regulatory, supervisory or governmental authority;






	(b)	under any court process or pursuant to any statutory requirement: or






	(c)	to auditors, external counsel or accountants; or






	(d)	to their affiliates or subsidiaries; or






3








	(e)	in connection with any financing of the Vessel; or






	(f)	to any potential investors in the Buyers.





Provided that the recipients of confidential information under (c), (d), (e) and (f) above agree or are required to keep the terms of the Agreement confidential in accordance with the terms of this Clause 26.


29 Cancelling


Should the Bareboat Charter be cancelled prior to the Vessel's delivery under this Agreement, this Agreement shall be deemed cancelled forthwith.


30 Effectiveness


This Agreement shall become effective upon



	(a)	Execution of this Agreement by all the parties thereto.






	(b)	The Bareboat Charter and all security documents annexed thereto having been executed by the parties thereto.






	(c)	The Option Agreement having been executed by the parties thereto.










	
Signed by

	 	
Signed by


	 	 	 
	
Andreas Louka

	 	
John Hartigan as Attorney in Fact


	
for and on behalf of

	 	
for and on behalf of


	
the Sellers

	 	
the Sellers


	 	 	 
	 	 	 
	 	 	 
	
/s/ Andreas Louka

	 	
/s/ John Hartigan


	
Monte Carlo One

	 	
Eco Evolution


	
Shipping Company Limited

	 	 









4

















ANNEX 1 TO MOA


Regarding Sale of product tanker M/T "Stenaweco Evolution"








ANNEX 1 to the MEMORANDUM OF AGREEMENT dated 30th December, 2014 (the "MoA") made between



	A.	Monte Carlo One Shipping Company Limited, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands, (the "Sellers") as seller, and






	B.	Eco Evolution LLC, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands, (the "Buyers") as buyers,





for the sale of the product tanker M/T "Stenaweco Evolution", IMO Number 9687942 (the "Vessel").


WHEREAS pursuant to the terms and conditions of the MoA the Sellers have agreed to sell to the Buyers and the Buyers have agreed to purchase from the Sellers the Vessel.


WHEREAS in pursuance of clause 8(a) and (b) of the MoA the parties hereto wish to agree on the documents to be delivered to each other concurrently with the Vessel sale.


NOW THEREFORE, the parties hereby agree as follows:



	I.	The terms and expressions defined in the MoA shall have the same meaning as applied to them in the MoA when used in this Annex.






	II.	The following documents shall be delivered by the Sellers to the Buyers concurrently with the payment of the Purchase Price and the delivery of the Vessel:






	1	Legal Bill of Sale in two (2) originals in a form recordable in Marshall Islands, warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other claim or debts whatsoever, duly legalized and apostilled by a Special Agent of the Marshall Islands,






	2.	Sellers' written confirmation, duly legalized and apostilled by a Special Agent of the Marshall Islands, that they have acquired title to the Vessel from the Builder and that they have immediately upon having acquired title to the Vessel from the Builder on-delivered the Vessel to the Buyers without creating any mortgage, lien or other encumbrance against the Vessel and without registering the Vessel in any ships registry,






	3.	Letter of irrevocable undertaking of the Sellers and confirmation that the Sellers shall take delivery of the Vessel from the Buyers under the Bareboat Charter Contract concurrently with the Vessel's delivery by the Sellers to the Buyers under the MOA,






	4.	Commercial Invoice for the Vessel, stating the main particulars and the Purchase Price of Vessel, duly signed by the Sellers,






	5.	Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of condition/recommendation and confirming that Vessel's class is maintained, satellite communication will remain in place,






	6.	The Sellers' letter of confirmation that to the best of their knowledge, the Vessel has not touched bottom since her last drydocking,






1








	7.	The Sellers' letter of confirmation that to the best of their knowledge, the Vessel is not black listed by any nation or international organisation,






	8.	Certificate of good standing of the Sellers issued by the Marshall Islands Companies Registry, not older than ten (10) Banking Days prior to the date of the delivery of the Vessel,






	9.	Certified true copies of the Sellers' Articles of Association, including all amendments, addenda and supplements thereto,






	10.	Resolution of the Board of Directors and of the shareholders of the Sellers, executed by each of the Directors and the Shareholders, approving the signing of the MoA and the sale of the Vessel to the Buyers in accordance with the terms and conditions of the MoA and appointing and authorizing their representatives, inter alia, to deliver the Vessel, to execute the Protocol of Delivery and Acceptance, to receive the Purchase Price and as well as any other documents in connection with the Vessel's sale to the Buyers,






	11.	Original Power of Attorney by the Sellers, duly legalized, authorizing the attorney(s)-in-fact named therein to deliver the Vessel and to receive the Purchase Price and to sign all relevant documents, including, but not limited to, the Protocol of Delivery and Acceptance, and to deal and act with respect to all matters relating to the sale and the delivery of the Vessel to the Buyers, duly legalized and apostilled by a Special Agent of the Marshall Islands,






	12.	The Assignment of Warranty, one original and one copy of the notice of assignment, all duly executed by the Sellers, and the acknowledgement of the notice of assignment, duly executed by the Builder, all as referred to in clause 22 of this MoA,






	13.	Photocopies, certified as true, accurate and complete by a director or duly authorized attorney-in-fact, the secretary or the legal advisers of the Sellers, of:






		(i)	the Vessel's current Safety Construction, Safety Equipment, Safety Radio and Load Line Certificates;






		(ii)	evidence of the Vessel's current Certificate of Financial Responsibility issued pursuant to the United States Oil Pollution Act 1990;






		(iii)	the Vessel's current SMC;






		(iv)	the ISM Company's current DOC;






		(v)	the Vessel's current ISSC;






		(vi)	the Vessel's current IAPPC;






		(vii)	the Vessel's current Tonnage Certificate






		(viii)	all documents delivered by the Builder to the Sellers in connection with the Vessel's delivery under the Building Contract, including, but not being limited to, (a) the Builders Certificate, (b) the Bill of Sale, (c) evidence that the vessel has been delivered to the Sellers free and clear of any liens, mortgage or any other encumbrances whatsoever, (d) Builder's power of attorney,






	14.	Any such additional documents as may reasonably be required by the competent authorities of the Buyers' Nominated Flag State 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.






	Ill.	The following documents shall be delivered by the Buyers to the Sellers concurrently with the payment of the purchase price and the delivery of the Vessel:






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	1.	Certificate of Formation issued by the Marshall Islands Companies Registry regarding the incorporation and good standing of the Buyers, not older than ten (10) Banking Days prior to the date of the delivery of the Vessel,






	2.	Written Consent of the Sole Manager of the Buyers approving the signing of the MoA and the purchase of the Vessel from the Sellers in accordance with the terms and conditions of the MoA and appointing and authorizing their representatives, inter alia, to take delivery of the Vessel, to execute the Protocol of Delivery and Acceptance as well as any other documents in connection with the Vessel's purchase and to pay and release the purchase price to be paid for the Vessel to the Sellers,






	3.	Original Power of Attorney by the Buyers, duly legalized, authorizing the attorney(s)-in-fact named therein to take delivery of the Vessel and to pay the Purchase Price and to sign all relevant documents, including, but not limited to, the Protocol of Delivery and Acceptance, and to deal and act with respect to all matters relating to the purchase and the delivery of the Vessel to the Buyers.






3







Annex 2 to MoA


regarding Sale of product tanker M/T "Stenaweco Evolution"







ASSIGNMENT OF WARRANTY RIGHTS


Product tanker "Stenaweco Evolution"


Monte Carlo One Shipping Company Limited


as Assignor


 


and


 


ECO Evolution LLC




 as Assignee



 







INDEX







	
Clause

	 	
Page


	 	 	 
	
1

	
DEFINITIONS AND INTERPRETATION

	
2


	 	 	 
	
2

	
ASSIGNMENT

	
3


	 	 	 
	
3

	
REPRESENTATIONS AND WARRANTIES

	
3


	 	 	 
	
4

	
MISCELLANEOUS

	
3


	 	 	 
	
5

	
LAW AND JURISDICTION

	
3


	 	 	 
























1







THIS DEED is made on ______________________


BETWEEN



	(1)	ECO EVOLUTION LLC, a company incorporated in Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands (the "Assignee"): and






	(2)	MONTE CARLO ONE SHIPPING COMPANY LIMITED, a company incorporated in Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands (the "Assignor").





BACKGROUND


(A)          By a shipbuilding contract dated 71h February, 2013 (as from time to time amended, varied or supplemented the "Building Contract") and made between Hyundai Mipo Dockyard Co., Ltd of Ulsan, Korea (the "Builder") as builder and the Assignor as buyer, the Builder agreed to build and deliver to the Assignor and the Assignor agreed to purchase and take delivery from the Builder of one 50,000 dwt class product/chemical tanker newbuilding named "Stenaweco Evolution", IMO No. 9687942 (the "Vessel").


(B)          The Vessel was delivered to the Assignor on ___________ 2015.


(C)          By a memorandum of agreement dated ____ December, 2014 (as from time to time amended, varied or supplemented the "MoA") and made between the Assignor as seller and the Assignee as buyer the Assignor agreed to sell to the Assignee the Vessel and the Assignee agreed to purchase the Vessel from the Assignor


(D)          By bareboat charter contract dated ____ December, 2014 (as from time to time amended, varied or supplemented the "Bareboat Charter") and made between the Assignee as owner and the Assignor as bareboat charterer the Assignor chartered the Vessel on demise from the Assignee.


(E)          Pursuant to the terms and conditions of the MoA, the Assignor shall assign to the Assignee all the Assignor's rights, title and interest under the Building Contract with regard to the Builder's warranty as set forth in article IX of the Building Contract.


IT IS AGREED as follows:



	1	DEFINITIONS AND INTERPRETATION






	1.1	Defined expressions. Words and expressions defined in the Bareboat Charter shall have the same meanings when used in this Deed unless the context otherwise requires.






	1.2	Definitions. In this Deed, unless the contrary intention appears:





"Assigned Property" means all rights and interests of every kind which the Assignor now or at any later time has to, in or in connection with Article IX (Warranty of Quality) of the Building Contract or in relation to any matter arising out of or in connection with Article IX (Warranty of Quality) of the Building Contract.



	1.3	Inconsistency between MoA provisions and this Deed. This Deed shall be read together with the MoA, but in case of any conflict between the MoA and this Deed, the provisions of the MoA shall prevail.






2








	2	ASSIGNMENT






	2.1	Assignment. The Assignor, with full title guarantee, assigns to the Assignee absolutely, irrevocably and unconditionally all rights and interests which now or at any later time it has to, in or in connection with, the Assigned Property.






	22	No obligations imposed on Assignee. The Assignor shall remain liable to perform all obligations connected with the Assigned Property and the Assignee shall not, in any circumstances, have or incur any obligation of any kind in connection with the Assigned Property.






	2.3	Notice of assignment. Immediately after the execution of this Deed, the Assignor shall give to the Builder notice of the assignment contained in Clause 2.1 in the form set out in Appendix 1 and shall obtain from them signed acknowledgements in the form set out in that Appendix.






	3	REPRESENTATIONS AND WARRANTIES






	3.1	General. The Assignor represents and warrants to the Assignee as follows:






	3 2	Title to Assigned Property. The Assignor is the sole legal and beneficial owner of the Assigned Property.






	3.3	No restrictions on right to assign. The Builder has given its consent to the Assigned Property being assigned to the Assignee and the Assignor has the right, without requiring the concurrence, consent or authority of any other person, to assign the Assigned Property to the Assignee. Moreover, the Builder has given its consent to the Assigned Property being on-assigned by the Assignee to its financing bank(s) and the Assignee has the right, without requiring the concurrence, consent or authority of any other person, to on-assign the Assigned Property to its financing bank(s).






	3.4	No third party Security Interests. No third party has any security interest or any other right, interest or claim over, in or in relation to the Assigned Property.






	4	MISCELLANEOUS






	4.1	Severability of provisions. If any provision of this Deed is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of this Deed.






	4.2	Third party rights. A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.






	5	LAW AND JURISDICTION






	5.1	English law. Clause 16 of the MoA shall apply to this Deed as if it was expressly incorporated herein with any necessary modifications.






	5.2	Exclusive English jurisdiction. Clause 16 of the MoA shall apply to this Deed as if it was expressly incorporated herein with any necessary modifications.






	5.3	Choice of forum for the exclusive benefit of the Owner. Clause 5.2 is for the exclusive benefit of the Assignee, which reserves the rights:






	(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and






3








	(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.





The Assignor shall not commence any proceedings in any country other than England in relation to a Dispute.



	5.4	Process agent. The Assignor irrevocably appoints Top Properties (London) Limited, London, UK, at its registered office for the time being, presently at 8 Duke Street London W1U 3EW, United Kingdom, Fax-No, +44 207 224 5557, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.






	5.5	Assignee's rights unaffected. Nothing in this Clause 5 shall exclude or limit any right which the Assignee may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.






	5.6	Meaning of "proceedings". In this Clause 5, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Deed (including a dispute relating to the existence, validity or termination of this Deed).





THIS DEED has been executed by or on behalf of the parties and has, on the date stated at the beginning of this Deed, been delivered as a Deed,


(signatures on next page)



4












EXECUTION PAGE







	
ASSIGNOR

	 
	 	 
	
EXECUTED AND DELIVERED AS A DEED

	
)


	
by _______________________________

	
)


	
acting by [full name of attorney]

	
)


	
expressly authorised in accordance with

	
)


	
the laws of the Marshall Islands

	
)


	
by virtue of a power of attorney granted

	
)


	
by Monte Carlo =ne Shipping Company Limited

	
)


	
on ______________________________

	
)


	
such execution being witnessed by

	
)


	
[full name of witness]:

	
)


	 	 
	 	 
	
Signature of witness

	 
	 	 
	 	 
	 	 
	
ASSIGNEE

	 
	 	 
	
EXECUTED AND DELIVERED AS A DEED

	 
	
by _____________________________

	)  
	
acting by [full name of attorney]

	) 
	
expressly authorised in accordance with

	) 
	
the laws of Marshall Islands

	) 
	
by virtue of a power of attorney granted

	) 
	
by Eco Evolution LLC

	) 
	
on ________________________________

	) 
	
such execution being witnessed by

	) 
	
[full name of witness]:

	 
	 	 
	
Signature of witness

	 














5







Appendix 1 - Notice of Assignment


Hyundai Mipo Dockyard Co,, Ltd


100, Bankeojinsunhwan-Doro


Dong-Gu


Ulsan 682-712


South Korea







___________ (Date)


Dear Sirs,


Shipbuilding Contract dated 7u February, 2013 (as from time to time amended, varied or supplemented the "Building Contract") and made between you as builder and us as buyer regarding the construction and delivery of one 50,000 dwt class product/chemical tanker newbuilding named "Stenaweco Evolution", IMO No. 9687942


NOTICE OF ASSIGNMENT


We hereby give you notice that under an instrument entitled 'Assignment of Warranty' dated __________ (the "Assignment") and made between ourselves as assignors and Eco Energy LLC, Majuro, Marshall Islands (the "Assignee") as assignee, we have absolutely, irrevocably and unconditionally assigned to the Assignee all our rights and interests of every kind which we have to, in or in connection with Article IX (Warranty of Quality) of the Building Contract or in relation to any matter arising out of or in connection with Article IX (Warranty of Quality) of the Building Contract (together the "Assigned Property").


As from the date hereof you are instructed, authorized and entitled to deal directly with the Assignee regarding all matters under and with respect to the Assigned Property.


Please acknowledge receipt of this Notice of Assignment by signing and returning a copy of this Notice with your acknowledgement to the Assignee and us.







	 	 
	 	 
	
by

	 	 
	
for and on behalf of

	 
	
Monte Carlo One Shipping Company Limited


























6












	
From:

	
Hyundai Mipo Dockyard Co., Ltd


100, Bankeojinsunhwan-Doro


Dong-Gu


Ulsan 682-712


South Korea


	 	 
	
To:

	
Eco Evolution LLC


Majuro, Marshall Islands


c/o Northern Fund Management America, LLC


One Stamford Landing


62 Southfield Avenue, Suite 212


Stamford, CT 06902 U.S.


Attn: Kathleen Furman and Rich Lemanski


	 	 
	 	
Telefax in advance +1 (203) 487-3435


	 	 
	
copy to:

	
Monte Carlo One Shipping Company Limited


Majuro, Marshall Islands


c/o Central Mare Inc.


1 Vass. Sofias 151 24


Maroussi


Attn: Andreas M. Louka


	 	 
	 	
Telexfax in advance +30 2106141272















 _______________ (Date)


Dear Sirs,


Shipbuilding Contract dated 7th February, 2013 (as from time to time amended, varied or supplemented the "Building Contract") and made between you as builder and us as buyer regarding the construction and delivery of one 50,000 dwt class product/chemical tanker newbuilding named "Stenaweco Evolution", IMO No. 9687942


NOTICE OF ASSIGNMENT


We hereby acknowledge receipt of the Notice of Assignment and consent to the Assignment (as the term is defined in the Notice of Assignment).


We hereby confirm that as from the date hereof we will directly deal with you, the Assignee, regarding all matters under and with respect to the Assigned Property (as the term is defined in the Notice of Assignment),


	 	 
	 	 
	
by

	 	 
	
for and on behalf of

	 
	
Hyundai Mipo Dockyard Co., Ltd












7