Exhibit
10.1.5


 


	
  MEMORANDUM OF AGREEMENT

  	
  Norwegian Shipbrokers’ Associations

  
	
   

  	
  Memorandum of Agreement for sale and

  
	
  [SEAL]

  	
  purchase of ships. Adopted by The Baltic

  
	
   

  	
  and International Maritime Council

  
	
  Dated: 21st October 2004

  	
   

  	
  (BIMCO) in 1956.

  
	
   

  	
  Code-name

  
	
   

  	
  SALEFORM
  1993

  
	
   

  	
  Revised 1966, 1983 and 1986/87.

  
			



 


Messrs. AURORA SHIPPING SPA - P. zza Municipio 84 - Naples, Italy


 


hereinafter called the
Sellers, have agreed to sell, and


 


Messrs. AFLA SHIPPING
COMPANY LIMITED - 5/2 Merchants Street, Valletta, Malta


 


hereinafter called the
Buyers, have agreed to buy


 


Name: M/V
GIUSEPPE D'AMATO


 


Classification
Society/Class: R.I.Na.


 


	
  Built: 1995

  	
  By:  FINCANTIERI

  
	
   

  	
   

  
	
  Flag: ITALIAN (R.I.)

  	
  Place of Registration:  NAPLES

  
	
   

  	
   

  
	
  Call sign: IBAG

  	
  Grt/Nrt:  39385/24519 Ts

  
	
   

  	
   

  
	
  Register number: 73219

  	
   

  



 


hereinafter
called the Vessel, on the following terms and conditions:


 


Definitions


 


“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.


 


“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.


 


“Classification
Society” or “Class” means the Society referred to in line 4.


 


1.                                      Purchase Price USD 29,870,000.-(United States Dollars twenty nine millions eight
hundred seventy thousand) CASH


 


2.                                      Deposit (See also
Cl.17)


 


As security for the correct fulfilment of this Agreement the Buyers
shall pay a deposit of 10 % (ten per cent) of the Purchase Price within banking
days from the date of this Agreement. This deposit shall be placed within 3 (three)    banking
days from signing of Memorandum of Agreement by both
Parties in fax form, provided all subject have been lifted.  This deposit shall be place with Banca di
Credito Popolare - Palazzo Vallelonga - Torre del Greco Head Office - MIC: Mrs
Patrizia De Marco, phone: 0039 081 3581405 - fax: 0039 081 8813321 - Swift:
BCPTITNN - Reference: Opening of a joint account between Aurora Shipping SpA
and Afla Shipping Company Ltd.


and held by them in a joint account for the Sellers and the Buyers,


 





















 


3.                                      Payment (See also
Cl.17)


 


The
said Purchase Price shall be paid in full free of bank charges to San Paolo Banco di Napoli SPA Filiate Imprese
Napoli Toledo - Via Toledo 177/178 Napoli, Kind Att. Mr. Minimo - Phone: 0039
081 792 4777 - Fax: 0039 081 7924746 - SWIFT: NAPBITNN


 


4.                                      Inspections


 


a)*                               The Buyers have inspected and accepted
the Vessel’s R..I.Na classification
records. The Buyers have also inspected the Vessel at/in Ponta
de Madeira (Brasil) on    19th/20th October 2004 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.


 


 


5.                                      Notices, time and place of
delivery (See also Cl.18)


 


a)                                      The Sellers shall keep the Buyers closely informed about the Ship’s movements and shall provide the Buyers
with 30/20/15/7/3,  ,
   daysapproximate  notice
of the  expected date of readiness
of delivery. When the Vessel is at the place of delivery
and in every respect physically ready for delivery in accordance with this
Agreement, the Sellers shall give the Buyers a written Notice of Readiness for
delivery.


 


b)                                     The Vessel shall be delivered and taken over
safely afloat at a safe port/anchorage  Skaw/Passero range, intention Ghen/Slovenia/Italy


 


in the Sellers’ option.


 


Expected time of delivery: 1st
March 2005/30th March 2005 in Seller’s option (intention within 15th to 25th March
2005)


 


Date of cancelling (see Clauses 5 c), 6 b) (iii) and
14):  30th
March 2005 in Buyers’ option


 


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.


 


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.


 


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.


 


6.                                      Drydocking/Divers Inspection
(See Cl.19)


 


 





















 


 


 


7.                                      Spares/bunkers, etc.


 


The
Sellers shall deliver the Vessel to the Buyers with everything belonging to her
on board and on shore and on order including
used/unused/broached/unbroached stores, spare parts and equipment.  Spare parts as on board.  All spare parts and spare equipment including
spare tail-end 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 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 radio installation and navigational equipment shall
be included in the sale


without
extra payment if they are the property of the Sellers. Unused stores and
provisions shall be included in the sale and be taken over by the Buyers
without extra payment.  The Sellers shall hand over to the Buyers at the
time of delivery all instructions books/manuals/drawings etc. as on board and
forward their office copy of above plants etc. to the Buyers designated place
as soon as possible after delivery. 
Forwarding charges for the Buyers account.  The Sellers may keep the log books but the
Buyers have the right to take copies of the same at their expenses.


 


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,
Officers’ and Crew’s personal belongings including the slop chest are to be
excluded from the sale, as well as the following additional items (including
items on hire):


 


- No items on hire -


 





















 


The
Buyers shall take over and pay extra in USDollar
currency to the Sellers for remaining unused lubricating oils in designated
storage tanks and sealed drums, at the Sellers last purchase prices evidenced
by supporting vouchers.  Quantity of
bunkers and lubricating oils shall be as on board at the time of delivery.  Masters/Officers’ and Crews’ personal effects
and Masters’ stop chest are to be excluded from the sale.


Payment under this Clause shall be made at
the same time and place and in the same currency as the Purchase Price.


 


8.                                      Documentation (See Addendum no.1)


 


The place of closing: to
take place at Sellers’ nominated Bank


 


In exchange for payment of the Purchase Price
the Sellers shall furnish the Buyers with delivery documents, namely:


 


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.


 


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.


 


9.                                      Encumbrances 


 


The Sellers warrant that the Vessel, at the time of delivery, is free
from all charters, encumbrances, mortgages and maritime liens or any other
debts 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.


 





















 


10.                               Taxes, etc.


 


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.


 


11.                               Condition on delivery 


 


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 inspection, fair wear and tear excepted.


 


12.                               Name/markings


 


Upon delivery the Buyers undertake to change
the name of the Vessel and alter funnel markings.


 


13.                               Buyers’ default 


 


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.


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.


 


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.


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.


 


15.                               Buyers’ representatives 


 


After this Agreement has been signed by both parties and the deposit
has been lodged, the Buyers have the right to send maximum two
representatives on board for familiarization purpose only for maximum 3 months
prior to the delivery, upto the time upto the time upto the phisical delivery
at the Buyer's sale risks and expenses. 
The Buyers and the said representatives to sign Indemnity Letter in the
form of P&I Club before embarkation. 
Such representatives shall always follows Master' instructions.  Whilst on board the Vessel the Buyers
representatives shall be allowed to use the Vessel's radio


 





















 


station with all expenses being paid by the Buyers arrival
at                                               


 


16.                               Arbitration


 


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 London Maritime
Arbitrators Association. 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.


 


17. Buyers shall remit the balance of the 90 percent of the purchase
price money and estimated amount for bunkers and lubricating oils informed by
the Sellers to an account in the name of Buyers or Buyers’ Bank in Sellers Bank
not later that one banking day prior to the estimated date of delivery for
sale.


 


Both 10 percent deposit and 90 percent balance payment together with
the exact amount for bunkers and lubricating oils shall be released to Sellers
presentation to the Sellers’ Bank of an original or photocopy of original
Protocol of Delivery and Acceptance duly signed by duly authorised
representatives of Buyers and Sellers and countersigned by Buyers’ Bank
Attorney-at-law attending closing for purpose of release of such funds held in
the name of Buyers Bank or Buyers.


Exchange of delivery documents and closing procedures shall take in
Italy where the deposit is placed.


Any Bank charges at the Sellers’ Bank for opening
accounts/holding/lifting/remittance of the deposit and the balance money
including the amount for bunkers and lubricating oils shall be borne equally by
the Sellers and the Buyers. Any Bank charges at Banks other than the Sellers
Bank shall be for the Buyers sole account.


Interest, if any, earned on the deposit and balance money shall be for
the Buyers’ account.


 


18. When the Vessel is deemed ready for delivery to the Buyers,
thereupon the Sellers shall tender to the Buyers or their representative a
notice of readiness for delivery. The Buyers shall take over the Vessel within
3 Banking days (Saturday, Sunday except) from the day of receipt of such
notice.


 


19. No drydocking Clause shall be applied at the time of delivery.
However, the Buyers shall have the option to carry out inspection of underwater
parts of the Vessel by divers upon the Vessel’s arrival at the delivery place.
When the Buyers choose to exercise such option, which shall be


 





















 


declared by the
Buyers upon receipt of seven (7) days approximative notice of delivery from the
Sellers, the Buyers shall arrange, at their risks and
expenses, Inspection of underwater parts by divers approved by the R.I.Na.
Classification Society and attended by representatives of the Sellers and the
Buyers diver inspection cost shall be borne by the Buyers. This clause does not
prejudice the Vessel’s readiness for delivery and the Sellers have the right to
tender the notice of readiness for delivery irrespectively if the Buyers
exercising diver’s underwater survey or not. After the Setters tendering the notice
or readiness for delivery, should R.I.No. Class Surveyor find damage affecting
her class in diver’s underwater survey, the vessel’s readiness for delivery to
be suspended untill the time when the vessel clear her class in respect of the
damage so found or the time when both the Sellers and the Buyers agree thereon.


 


l) Ifany
damages in underater parts, which affect her class but the R.I.Na. Class
approve the Vessel to trade until her next due drydocking with recommendations
regarding the said damages, are found, then the Sellers are to agree with the
Buyers cash compensation in lieu of the Sellers repairing the said damages at
an amount quoted by a reliable repairer for actual repair costs excluding the
costs and time of drydocking in which case the Buyers to take delivery of the
Vessel as she is/where she lies with the aforesaid recommendations.


 


This agreed
compensation amount should be deducted from the sale price at time of releasing
the purchase money.


 


2) If
drydocking is required by the R.I.Na. Class to repair the said damages, then
the Drydocking Clause of the Memorandum of Agreement shall be considered
reinstated with the Buyers’ right to paint bottom and other underwater-parts at
the Buyers’ risk and expenses and without interfering with vessel’s drydocking
schedule.


 


Revised
cancelling date is to be agreed, if necessary.


 


If Buyers works
in drydock are not completed by the time that Sellers have completed their
works In accordance with the agreed terms/conditions, then Sellers have the
right to tender notice of readiness in dry-dock and deliver the vessel, however
the undocklng costs are always to be for Seller’s account.


 


Any damage not
effecting here present class shall be accepted by the Buyers strictly as it is
without any repairs or compensation regardless of the extent of such damages.
Damages affecting her class shall mean damages which the classification society
places recommendations on her class records, but any notes are not taken into
consideration.


 


20.          The Vessel shall be delivered to the
Buyers substantially in the same condition as when inspected, fair wear and
tear excepted without any further inspection except the inspection of bottom
and underwater parts by divers stipulated in Clause 19 hereof.


The Vessel
shall be delivered free from outstanding recommendations but with the
imposition requested from Class Registry in respect to the reinforcements due
for Vessels over 10 years, free of average damage affecting her present class
and with class maintained and all class and trading certificates, both national
and international, to be extended for 3 month upto 29th July 2005. All items of
Class Maintained Survey to be up to date at the time of delivery.


 


21.          On delivery of the Vessel, the Sellers
to guarantee that it is free of Meritime Liens, cargo free and mortgage free
plus free of any encumbrances or any other debts and claims, whatsoever.


 


22.          This negotiation and subsequent
fixture shall be kept strictly private and confidential.


 





















 


23.          At the time of delivery, Setters are
to confirm that to the best of Sellers knowledge, the Vessel is not blacklisted
by any country or organization whatsoever and that the vessel has never traded
to Israel under her present name,


 


24.          Subject Sellers board approval to be
declared within 5 working days after alt subjects waived by Buyers has been
declared on 27th October 2004 therefore the sale to be considered definite.


 


25.          Sellers have the option to take Vessel
for Time Charter try of maximum 45 days immediately after delivery and the
option to be declared by the Charterers (Sellers) 3 weeks before vessel’s
delivery. The Time Charter rate US$ 23,500- per day net. If the Time Charter
duration exceed the 45 days then the Charterers to pay the market Time Charter
rate for each additional day upto the actual redelivery and this rate will be
the average of Time Charter rate as published by the pannel brokers. In case
the delivery of the vessel is after 00,01 hours of 31st of March, then the Time
Charter Charterers (Sellers) will pay a rate of US$ 23,500.-per day net
starting from 00,01 hours of 31st March for the 45 days period i.e. untill May
14th 2005.


 


	
  The Sellers

  	
  The Buyers

  
	
   

  	
   

  
	
  AURORA SHIPPING S.p.A

  	
   

  
	
  Il
  Presidente

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Giuseppe D' Amato

  	
   

  	
  /s/ George Kaklamanos

  	
   

  
	
  By: Giuseppe D' Amato

  	
  By:George Kaklamanos

  
	
  Title: PRESIDENT

  	
  Title: Attorney-In-Fact

  
				



 


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


 





















 


ADDENDUM
No 1


 


to the MOA dated
21st October 2004


 


between


AURORA SHIPPING
S.p.A. of Naples, Italy (“the Sellers”)


 


and


 


AFLA SHIPPING
COMPANY LIMITED of Malta (“the Buyers”)


 


for the purchase
of M.V. GIUSEPPE D’ AMATO


 










 


A)          Sellers shall provide Buyers with following documents
(where not in English along with certified English translation):


 


1.               Bill of Sale (British Form 10A) in two (2) originals,
duly notarized as to the authority of the signatory for the Sellers by Notary
Public and then Apostilled.


 


2.               a) Resolutions of the Board of Directors of the Seller
company approving relevant Memorandum of Agreement resolving and ratifying sale
of the Ship to the Buyers and authorizing person(s) to execute a Power of
Attorney appointing certain person or persons to execute the Bill of Sale,
protocol of delivery and acceptance, deal with all matters relating to
completion of sale and transfer of title to the Buyers including physical
delivery of the Ship, certified by the Secretary of the Sellers notarially
attested and Apostilled.


 


b) Legal Opinion from a
well known internationally and reputable Italian lawyer (in English language)
legalised by Apostille confirming that he has fully investigated the Selling
Company’s Articles of Association and specific Resolutions of the Board of
Directors and would assure Buyers that the sale and terms of sale of subject
vessel were validly and fully authorised as required by Italian laws.


 


3.               Notarial Power of Attorney of the Sellers authorizing
person(s) to execute Bill of Sale, Protocol of Delivery and Acceptance, deal
with all the matters relating to the sale, delivery of the Ship to the Buyers,
notarially certified and Apostilled.


 


4.               Certificate of Goodstanding of the Seller Company
issued by relevant Court of Napoli in Italy disclosing the Directors and
Officers of the Company.


 


5.               Certified copy of Articles of Association of the
Sellers, certified by Sellers’ Secretary or Italian Court.


 


6.               a)     Transcript
of Register dated as of date of NOR from Italian Ship Registry (with notarial
English Translation) confirming that the ship is owned by the Selling Company
and is free from any registered encumbrances, excluding a mortgage no. 108/Na
on 22.05.2000 n. 109/NA dated 22.05.2000; Notation 110/NA of


 





















 


22.05.2000; Notation
n.131/NA and 132/NA of 19/06/2000 and Notation 193 of 16/11/2004, all these
Notations related to one loan in favour of a pool of banks leaded by San Paolo
Banco di Napoli.


 


b)    Written Undertaking by the Mortgagee Bank to have their mortgage
discharged on date of closing immediately upon receipt by the said mortgagee of
the purchase money, notarized as to the authority of the signatory and legalized
by Apostille.


 


c)     Fax copy Transcript of Register dated as of the date of delivery
(with notarized English translation) confirming that the vessel is free from
encumbrances”.


 


7.               Permission from Capitaneria di Porto di Napoli (Napoli
Port Register) for sale to the specific buyer and cancellation of the vessel
from the Italian Ship Registry to be dated before or latest by the date of NOR.


 


8.               Original Certificate issued by the Ship’s
Classification Society confirming that the Ship maintains her Class without
recommendations. This certificate to be issued after completion of satisfactory
underwater inspection and dated as of the date of tendering by the Sellers of
the Notice of Readiness. Original of this Certificate to be handed to Buyers at
the port of physical delivery of the vessel and fax copy of same at documentary
closing.


 


9.               Copy of Certificate of Registry of the Ship to be
supplied to the Buyers soonest after date of execution of the MOA by both
parties whilst unexpired certificates of Registry, Safety Equipment, Safety
Construction, Safety Radio, Loadline, International Tonnage, I.O.P.P. and all
other relevant Ship’s certificates shall be supplied to the Buyers within seven
(7) business days as from date when MOA for the sale of the Ship is signed by
both parties on telefax.


 


10.         Notarised Letter from the Sellers undertaking to apply
for the deletion of the vessel from Italian flag on date of closing and ensure
delivery to the Buyers of a Deletion Certificate duly translated into English
dated as of the date of delivery of the Ship within thirty (30) days.


 


11.         Non blacklisting written statements from the Sellers
and the Sellers’ Managers that to the best of Sellers’ knowledge the Ship at
the time of delivery is not blacklisted by any country, union or organization
worldwide and has not traded in Israel.


 


12.         Commercial Invoice for the Ship in duplicate.


 


13.         Statement of remaining unused lubricating oils and
bunkers on board on delivery together with copies of relevant supporting
invoices.


 


14.         Copy of Notice of Readiness of the Ship for delivery


 


15.         a)     Protocol
of Delivery and Acceptance for documentary closing to be signed by Sellers’ and
Buyers representatives in Naples and


 





















 


a)     copy of Protocol of Physical Delivery and
Acceptance for Physical Delivery to be signed by both parties at the place of
physical delivery


 


16.         Latest three (3) working days before tendering Notice
of Readiness the Sellers to instruct and authorise the Classification Society
of the Ship to confirm to Maltese Shipregistry that the Ship is in class,
quoting expiry dates of all her class certificates. This confirmation is
required so that the Buyers can register the Ship in the Maltese Shipregistry.


 


17.         Sellers Confirmation in writing that to the best of
Sellers’ knowledge the Ship has not sustained any underwater damage since the
ship underwent her last dry docking.


 


Latest, one (1) working
day prior to date of tendering notice of Readiness the Sellers to provide the
Buyers with specimen copies of available listed delivery documents. The rest of
the documents will be faxed to Buyers latest by the date of NOR with the
exception of item A) 6.(a) and A) 6.(c) which shall he provided to Buyers when
available.


 


B)            Buyers will provide Sellers with following documents
in English:


 


1.               Resolutions of the Sole Director of the Buyer Company
authorizing purchase of the Ship as per MOA from the Sellers. This document to
be notarially attested and legalised by Apostille.


 


2.               Power of Attorney authorizing a number of individuals
to act on behalf of the Buyers and represent them in all matters relating to
the purchase of the ship, including release of the purchase money, signing
protocol of delivery and acceptance and attending all relevant matters. This
document to be notarially attested and legalised by Apostille.


 


3.               Copy of Goodstanding Certificate of the Buying Company
legalised by Apostille.


 


	
  This,     18th
  November 2004.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For the Sellers

  	
   

  	
  For the Buyers

  
	
   

  	
   

  	
   

  
	
  AURORA SHIPPING s.p.a

  	
   

  	
   

  
	
  II Presidente

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Giuseppe D' Amato

  	
   

  	
  /s/ George Kaklamanos

  
	
  By:   Giuseppe D' Amato

  	
   

  	
  By : George Kaklamanos

  
	
  Title: PRESIDENT

  	
   

  	
  Title: Attorney-in-fact

  



 





















 


 


ADDENDUM No. 1

to a Memorandum of Agreement dated 2lst October 2004 (“the MOA”)


 


between


 


AURORA SHIPPING SPA of
Italy (“the Sellers”)


 


and


 


AFLA SHIPPING COMPANY
LIMITED of Malta (“the Initial Buyer”)


 


relating to M.V. GIUSEPPE
D’ AMATO

built 1995, under Italian flag, GRT 39,385 NRT 24,519

(“the Ship”)










 


Whereas the Seller and the Initial Buyer have
contracted for the sale /  purchase
of the Ship pursuant to the MOA.


 


Whereas the Initial Buyer wishes to nominate a
guaranteed nominee to become the buyer of the Ship.


 


Whereas the Initial Buyer is hereby nominating ZATAC
SHIPPING COMPANY LIMITED of Valletta, Malta, to be the [ILLEGIBLE]
buyer of the Ship pursuant to the MOA.


 


IT IS HEREBY AGREED AND CONFIRMED THAT


 


1)              ZATAC SHIPPING COMPANY LIMITED of Valletta, Malta
hereby is accepted and becomes the buyer of the Ship (“the Buyer”).


 


2)              The Initial Buyer hereby unconditionally guarantees
the performance of the Buyer under the MOA.


 


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


 


This     day of December
2004.


 


	
  The Seller

  	
   

  	
  The Initial Buyer

  	
   

  	
  The Buyer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Giuseppe D' Amato

  	
   

  	
   

  	
  /s/ George Kaklamanos

  	
   

  	
   

  	
  /s/ Christopher J.
  Thomas

  
	
  AURORA SHIPPING SPA

  	
   

  	
  AFLA SHIPPING COMPANY LIMITED

  	
   

  	
  ZATAC SHIPPING COMPANY LIMITED

  
							



 





















 


 


ADDENDUM No 2


 


to the MOA dated 21st
October 2004


 


between

AURORA SHIPPING S.p.A. of Naples, Italy (“the Sellers”)


 


and


 


ZATAC SHIPPING COMPANY LIMITED
of Malta (“the Buyers”)


 


for the purchase of M.V.
GIUSEPPE D’ AMATO (“the Ship”)










 


A)          Sellers shall provide Buyers with following documents
(where not in English along with certified English translation):


 


1.               Bill of Sale (British Form 10A) in two (2) originals,
duly notarized as to the authority of the signatory for the Sellers by Notary
Public and then Apostilled.


 


2.               a) Resolutions of the Board of Directors of the Seller
company approving relevant Memorandum of Agreement resolving and ratifying sale
of the Ship to the Buyers and authorizing person(s) to execute a Power of
Attorney appointing certain person or persons to execute the Bill of Sale,
protocol of delivery and acceptance, deal with all matters relating to
completion of sale and transfer of title to the Buyers including physical
delivery of the Ship, certified by the Secretary of the Sellers notarially
attested and Apostilled.


 


b) Legal Opinion from a
well known internationally and reputable Italian lawyer (in English language)
legalised by Apostille confirming that he has fully investigated the Selling
Company’s Articles of Association and specific Resolutions of the Board of
Directors and would assure Buyers that the sale and terms of sale of subject
vessel were validly and fully authorised as required by Italian laws.


 


3.               Notarial Power of Attorney of the Sellers authorizing
person(s) to execute Bill of Sale, Protocol of Delivery and Acceptance, deal
with all the matters relating to the sale, delivery of the Ship to the Buyers,
notarially certified and Apostilled.


 


4.               Certificate of Goodstanding of the Seller Company
issued by relevant Court of Napoli in Italy disclosing the Directors and
Officers of the Company.


 


5.               Certified copy of Articles of Association of the
Sellers, certified by Sellers’ Secretary or Italian Court.


 


6.               a)  Transcript of Register dated as of date of NOR from
Italian Ship Registry (with notarial English Translation) confirming that the
ship is owned by the Selling Company and is free from any registered
encumbrances, excluding a mortgage


 





















 


no. 108/Na on 22.05.2000
n. 109/NA dated 22.05.2000; Notation 110/NA of 22.05.2000; Notation n. l31/NA
and 132/NA of 19/06/2000 and Notation 193 of 16/11/2004, all these Notations
related to one loan in favour of a pool of banks led by San Paolo Banco di
Napoli.


 


b) Written
Undertaking by the Mortgagee Bank(s)  to
have their mortgage discharged on date of closing immediately upon receipt by
the said mortgagee of the purchase money, notarized as to the authority of the
signatory and legalized by Apostille.


 


c) Fax copy
Transcript of Register dated as of the date of delivery (with notarized English
translation) confirming that the vessel is free from encumbrances”.


 


7.               Permission from Capitaneria di Porto di Napoli (Napoli
Port Register) for sale to the specific buyer and cancellation of the Ship from
the Italian Ship Registry to be dated before or latest by the date of NOR.


 


8.               Original Certificate issued by the Ship’s
Classification Society confirming that the Ship maintains her Class without
recommendations.  This certificate to be
issued after completion of satisfactory underwater inspection and dated as of
the date of tendering by the Sellers of the Notice of Readiness. Original of
this Certificate to be handed to Buyers at the port of physical delivery of the
vessel and fax copy of same at documentary closing.


 


9.               Copy of Certificate of Registry of the Ship to be
supplied to the Buyers soonest after date of execution of the MOA by both
parties whilst unexpired certificates of Registry, Safety Equipment,  Safety Construction, Safety Radio, Loadline,
International Tonnage, I.O.P.P. and all other relevant Ship’s certificates
shall be supplied to the Buyers within seven (7) business days as from date when MOA for the sale of the Ship
is signed by both parties on telefax.


 


10.         Notarised Letter from the Sellers undertaking to apply
for the deletion of the Ship from Italian flag on data of closing and ensure
delivery to  the Buyers of a
Deletion Certificate duly translated into English dated as of the date of
delivery of the Ship within thirty (30) days.


 


11.         Non blacklisting written statements from the Sellers
and the Sellers’ Managers that to the best of Sellers’ knowledge the Ship at
the time of delivery is not blacklisted by any country, union or organization
worldwide and has not traded in Israel.


 


12.         Commercial Invoice for the Ship in duplicate.


 


13.         Statement of remaining unused lubricating oils and
bunkers on board on delivery together with copies of relevant supporting
invoices.


 


14.         Copy of Notice of Readiness of the Ship for delivery


 





















 


15.         a) Protocol of Delivery and Acceptance
for documentary closing to be signed by Sellers’ and Buyers representatives in
Naples and


 


b) copy of
Protocol of Physical Delivery and Acceptance for Physical Delivery to be signed
by both parties at the place of physical delivery


 


16.         Latest three (3) working days before tendering Notice
of Readiness the Sellers to instruct and authorise the Classification Society
of the Ship to confirm to Maltese Shipregistry that the Ship is in class,
quoting expiry dates of all her class certificates. This confirmation is
required so that the Buyers can register the Ship in the Maltese Shipregistry.


 


17.         Sellers Confirmation in writing that to the best of
Sellers’ knowledge the Ship has not sustained any underwater damage since the
ship underwent her last dry docking.


 


Latest, one (1) working
day prior to date of tendering notice of Readiness the Sellers to provide the
Buyers with specimen copies of available listed delivery documents. The rest of
the documents will be faxed to Buyers latest by the date of NOR with the
exception of item A) 6.(a) and A) 6.(c) which shall be provided to Buyers when
available.


 


B)            Buyers will provide Sellers with
following documents in English:


 


1.               Resolutions of the Sole Director of the Buyer Company
authorizing purchase of the Ship as per MOA from the Sellers. This document to
be notarially attested and legalised by Apostille.


 


2.               Power of Attorney authorizing a number of
individuals to act on behalf of the Buyers and represent them in all matters
relating to the purchase of the ship, including release of the purchase money,
signing protocol of delivery and acceptance and attending all relevant
matters.  This document to be notarially
attested and legalised by Apostille.


 


3.               Copy of Goodstanding Certificate of the Buying Company
legalised by Apostille.


 


This       December
2004.


 


 


 


	
  For the Sellers

  	
   

  	
  For the Buyers

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Giuseppe D' Amato

  	
   

  	
  /s/ Christopher J. Thomas

  
	
  By: Giuseppe D' Amato

  	
   

  	
  By: Christopher J. Thomas

  
	
  Title: PRESIDENT

  	
   

  	
  Title: Attomey-in-fact