Exhibit 10.4


 


	
  MEMORANDUM OF AGREEMENT

  

  Dated: 24th February 2006

  	
  Norwegian Shipbrokers'
  Association's Memorandum of Agreement for sale and purchase of ships. Adopted
  by The Baltic and International Maritime Counsel (BIMCO) in 1956.

  Code-name

  SALEFORM 1993

  Revised 1966, 1983 and 1986/87.

  



 


Great Global (Asia) Limited, Hong Kong

hereinafter called the Sellers, have agreed to sell, and


 


Fulton Navigation Inc. of the Marshall Islands
guaranteed by Omega Navigation Enterprises Inc.


 


hereinafter called
the Buyers, have agreed to buy


 


Name: M/T Everhard Schulte


 


Classification Society/Class: DNV


 


	
  Built: 2004

  	
   

  	
  By: Hyundai Heavy Industries,
  South Korea

  
	
   

  	
   

  	
   

  
	
  Flag: Hong
  Kong

  	
   

  	
  Place of Registration: Hong Kong

  
	
   

  	
   

  	
   

  
	
  Call Sign: VRAG2

  	
   

  	
  Grt/Nrt: 42,432/21,839
  tonnes

  
						



 


Register Number: IMO no
9273088


 


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
63,000,000 (United States Dollars Sixty Three Million only)


 


2.                         Deposit *see also Clause 20.


 


As security for
the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10
% (ten per cent) of the Purchase Price within 5
working days after lifting of Buyers subject as per Clause 18. This
deposit shall be placed with First Class
International Bank and held by them in a joint account for the
Sellers and the Buyers, to be released in accordance with joint written
instructions of the Sellers and the Buyers. Interest, if any, to be credited to
the Buyers. Any fee charged for holding the said deposit shall be borne equally
by the Sellers and the Buyers.


 


3.                         Payment


 


The said Purchase Price
shall be paid in full free of bank charges to First Class International Bank
on delivery of the Vessel, but not later than 3 banking days after the Vessel
is in every respect physically ready for delivery in accordance with the terms
and conditions of this Agreement and Notice of Readiness has been given in
accordance with Clause 5.


 

















 


4.                         Inspections


 


a)*                  The Buyers have
inspected and accepted the Vessel’s classification records. The Buyers have
also inspected the Vessel at/in Singapore on 28
November 2005 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.


 


b)*                 


 






*                            4 a) and 4b) are alternatives; delete whichever is
not applicable. In the absence of deletions, alternative 4a) to apply.


 


5.                         Notices,
time and place of delivery


 


a)                         The
Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall
provide the Buyers with 30/15/10/5/3,
  , and 1 days notice of the estimated time of arrival
at the intended place of drydocking/underwater inspection/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 and accessible berth
or anchorage at/in Worldwide, to be narrowed by Sellers according to Vessel’s
schedule after Buyer’s subject of Clause 18 has been lifted.


 


In the Sellers’
option, The Vessel
to be delivered charter free and cargo free.


 


Expected time of
delivery: 1st May
2006 - 31st May 2006 in Sellers option.


 


Date of cancelling
(see Clauses 5 c), 6 b) (iii) and 14): 31st May 2006 in Buyers option.


 


In case Sellers are unable to deliver the Vessel free
of pool commitment by 31st May 2006, Sellers shall procure with the Pool and
Buyers will take over pool commitment / earnings from time of delivery until
latest 30th June 2006.


 


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


 


a)**           


 


b)**          (i) The Vessel is to be
delivered without drydocking. However, the Buyers shall have the right at their
expense to arrange for an underwater inspection by a diver approved by the
Classification Society prior to the delivery of the Vessel, in the presence of a Class surveyor. The
Sellers shall at their cost make the
Vessel available for such inspection with
sufficient time prior to tendering official Notice of Readiness as per Clause 3
hereof. The extent of the inspection and the conditions under which
it is performed shall be to the satisfaction of the Classification Society. If
the conditions at the port of delivery are unsuitable for such inspection, the
Sellers shall make the Vessel available at a suitable alternative place near to
the delivery port.


 


(ii) If the
rudder, propeller, bottom or other underwater parts below the deepest load line
are found broken, damaged or defective so as to affect the Vessel’s class, then
unless repairs can be carried out afloat to the satisfaction of the
Classification Society, the Sellers shall arrange for the Vessel to be
drydocked at their expense for inspection by the Classification Society of the
Vessel’s underwater parts below the deepest load line, the extent of the
inspection being in accordance with the Classification Society’s rules. If the
rudder, propeller, bottom or other underwater parts below the deepest load line
are found broken, damaged or defective so as to affect the Vessel’s class, such
defects shall be made good by the Sellers at their expense to the satisfaction
of the Classification Society without condition/recommendation*. In such event
the Sellers are to pay also for the cost of the underwater inspection and the
Classification Society’s attendance.


 


(iii) If the
Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable
dry-docking facilities are available at the port of delivery, the Sellers at that time and
expense shall take the Vessel to a port where suitable drydocking
facilities are available, whether within or outside the delivery range as per
Clause 5 b). Once drydocking has taken place the Sellers shall deliver the
Vessel at a port within the delivery range as per Clause 5 b) which shall, for
the purpose of this Clause, become the new port of delivery. In such event the
cancelling date provided for in Clause 5 b) shall be extended by the additional
time required for the drydocking and extra steaming, but limited to a maximum
of 14 running days.


 


c)                         If the
Vessel is drydocked pursuant to Clause 6 a) or 6 b) above


 


(i) the
Classification Society may require survey of the tailshaft system, the extent
of the survey being to the satisfaction of the Classification surveyor. If such
survey is not required by the Classification Society, the Buyers shall have the
right to require the tailshaft to be drawn and surveyed by the Classification
Society, the extent of the survey being in accordance with the Classification
Society’s rules for tailshaft survey and consistent with the current stage of
the Vessel’s survey cycle. The Buyers shall declare whether they require the
tailshaft to be drawn and surveyed not later than by the completion of the
inspection by the Classification Society. The drawing and refitting of the
tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft
system be condemned or found defective so as to affect the Vessel’s class,
those parts shall be renewed or made good at the Sellers’ expense to the
satisfaction of the Classification Society without condition/recommendation*.


 


(ii) the expenses
relating to the survey of the tailshaft system shall be borne by the Buyers
unless the Classification Society requires such survey to be carried out, in


 

















 


which case the
Sellers shall pay these expenses. The Sellers shall also pay the expenses if
the Buyers require the survey and parts of the system are condemned or found
defective or broken so as to affect the Vessel’s class*.


 


(iii) the expenses
in connection with putting the Vessel in and taking her out of drydock,
including the drydock dues and the Classification Society’s fees shall be paid
by the Sellers if the Classification Society issues any
condition/recommendation* as a result of the survey or if it requires survey of
the tailshaft system. In all other cases the Buyers shall pay the aforesaid
expenses, dues and fees.


 


(iv) the Buyers’
representative shall have the right to be present in the drydock, but without
interfering with the work or decisions of the Classification surveyor.


 


(v) the Buyers
shall have the right to have the underwater parts of the Vessel cleaned and
painted at their risk and expense without interfering with the Sellers’ or the
Classification surveyor’s work, if any, and without affecting the Vessel’s
timely delivery. If, however, the Buyers’ work in drydock is still in progress
when the Sellers have completed the work which the Sellers are required to do,
the additional docking time needed to complete the Buyers’ work shall be for
the Buyers’ risk and expense. In the event that the Buyers’ work requires such additional
time, the Sellers may upon completion of the Sellers’ work tender Notice of
Readiness for delivery whilst the Vessel is still in drydock and the Buyers
shall be obliged to take delivery in accordance with Clause 3, whether the
Vessel is in drydock or not and irrespective of Clause 5 b).


 






*                            Notes,
if any, in the surveyor’s report which are accepted by the Classification
Society without condition/recommendation are not to be taken into account.


 


**                     6 a) and 6 b)
are alternatives; delete whichever is not applicable, in the absence of
deletions, alternative 6 a) to apply.


 


7.                         Spares/bunkers,
etc.


 


The Sellers shall
deliver the Vessel to the Buyers with everything belonging to her on board and
on shore. 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, if applicable. All radio
installation and navigational equipment including
GMDSS 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 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. Buyers have the right to take photocopies of log books, and all routine
engine / deck maintenance reports for the last twelve months at their expense.
Vessel’s oil record book from the time of Vessel’s contruction to remain
onboard as per SOLAS requirements. 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): Oxygen, acetylene and freon bottles and video films
from Videotel.


 


The Buyers shall
take over the remaining bunkers (unless same
is property of the Pool, as charterers) and unused lubricating oils
in storage tanks and sealed drums (not
having gone through the Vessel’s system) and pay the Sellers last net purchase prices after discounts as
evidenced by supporting invoices/documentation based on quantity figures
mutually agreed between Buyer’s and Seller’s representatives ROB latest on the
date of delivery. (excluding barging expenses)


 


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 also Appendix No. 1


 


The place of
closing: Athens /
Piraeus, Greece


 


f)                           Any
such additional documents as may reasonably be required by the competent
authorities for the purpose of registering the Vessel, provided the Buyers
notify the Sellers of any such documents as soon as possible after the date of
this Agreement.


 


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 (unless time charter under
the Pool as per Clause 5), encumbrances, mortgages and maritime liens
or any other claims and 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. However, the Vessel shall be delivered with her class
maintained without condition/recommendation*, free of average damage affecting
the Vessel’s class, and with her classification certificates and national, statutory and international
trading certificates under
present flag, as well as all other certificates the Vessel
had at the time of inspection clean, valid and unextended without
condition/recommendation* by Class or the relevant authorities at the time of
delivery.


“Inspection”
in this Clause 11, shall mean the Buyers’ Inspection according to Clause 4 a)
or b), if applicable, or the Buyers’ Inspection prior to the signing of this
Agreement. If the Vessel is taken over without inspection, the date of this
Agreement shall be the relevant date.






*         Notes,
if any, in the surveyor’s report which are accepted by the Classification
Society without condition/recommendation are not to be taken into account.


 


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 B. 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 51 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 place two representatives on board the Vessel at their
sole risk and expense, not earlier than 4
weeks prior to the estimated date of delivery.


These
representatives are on board for the purpose of familiarisation and in the
capacity of observers only, and they shall not interfere in any respect with
the operation of the Vessel. The Buyers’ representatives shall sign the Sellers’
letter of indemnity prior to their embarkation. Sellers officers and crews to cooperate and demonstrate
/ explain operation of Vessel’s equipment.


 


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 the Arbitration Acts 1996
or any statutory modification or re-enactment thereof for the time
being in force, one arbitrator being appointed by each


 


 

















 


party. On the
receipt by one party of the nomination in writing of the other party’s
arbitrator, that party shall appoint their arbitrator within fourteen days,
failing which the decision of the single arbitrator appointed shall apply. If
two arbitrators properly appointed shall not agree they shall appoint an umpire
whose decision shall be final.


 






*                            16 a), 16 b) and 16 c) are alternatives; delete
whichever is not applicable. In the absence of deletions, alternative 16 a) to
apply.


 


17. The Vessel’s identification is not to be diclosed
prior to the ‘Red Herring’ filing for the IPO.


 


18. The purchase of the Vessel is subject and
conditional upon the Buyer’s holding company, Omega Navigation Enterprises Inc,
being successfully priced at an Initial Public Offering enabling the purchase
of the Vessel. This subject shall be lifted latest by 31st March 2006 by the
Buyer’s in writing or such subject may be waived during that period by the
Buyer’s in writing.


 


If this subject and condition is not lifted or waived
by Buyer’s in writing as aforesaid by the 31st March 2006 then this MoA will be
of no effect.


 


19. Sellers confirm that to the best of their
knowledge Vessel is not blacklisted by any nation or organisation including the
Arab Boycott League and ITF.


 


20. The Buyers shall take necessary banking procedures
required by the Sellers’ bank to open the relevant account immediately after
completion of signing the MOA, however, in the event of any delay caused by
excessive documentary requirements on the part of the Sellers’ bank for account
opening procedures which render it impossible to pay the deposit within the
agreed time, then bank-to-bank irrevocable and unconditional confirmation of
the readiness and availability of the funds, subject only to the said account
being open, shall be taken as conclusive evidence that the Buyers have
satisfied the requirements in terms of timing for lodging of the deposit, I.E.
such that the Buyers will not be considered in breach of the said requirements
under the MOA”.


 


 


	
  for the Buyers 

  	
  for the Seller’s

  
	
   Fulton Navigation Inc

  	
  Great Global (Asia) Limited

  
	
   

  	
   

  
	
  /s/ Charilaos Loukopoulos

  	
   

  	
  For
  and on behalf of  

  
	
   

  	
  GREAT
  GLOBAL (ASIA) LIMITED

  
	
   

  	
   

  
	
  Charilaos Loukopoulos

  	
  /s/ Atul Sudhakar Gupte

  
	
   

  	
  Authorized
  Signature(s).

  
	
  DIRECTOR

  	
  Name: Atul Sudhakar Gupte

  
	
   

  	
  Title: Director

  
			



 

















 


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.


 


 

















 


APPENDIX No. 1


 


TO


 


MEMORANDUM OF
AGREEMENT (THE “AGREEMENT”) DATED FEBRUARY 24TH,  2006
BETWEEN GREAT GLOBAL (ASIA) LIMITED AND FULTON NAVIGATION INC COVERING THE
PURCHASE OF THE “EVERHARD SCHULTE”
(THE “VESSEL”)


 


A.                      Sellers and
Buyers hereby agree that the following documents are to be provided by Sellers
to Buyers upon delivery of the Vessel in exchange for the Purchase Price:


 


1.                          Legal
Bill of Sale for the Vessel in
two originals duly executed by Sellers, duly notarized, apostilled, transferring
title of the Vessel from Sellers to Buyers and warranting that the Vessel at
the time of delivery is free from all encumbrances, mortgages and maritime
liens or any other debts or claims whatsoever.


 


2.                          A signed
commercial invoice from Sellers in two originals describing the main
particulars of the Vessel and setting forth the Purchase Price.


 


3.                          A signed
commercial invoice from Sellers setting out the cost to the Buyers for the
remaining bunkers and lubricating oils in accordance with Clause 7 of the
Agreement.


 


4.                          A
Protocol of Delivery and Acceptance in four original copies signed by Sellers.
One original to be signed by Buyers and Sellers representatives onboard the
Vessel at the time of delivery.


 


5.                          Certificate
of Good Standing of Sellers dated not more than 10 days prior to the date of
delivery of the Vessel issued by the competent authorities of Sellers’
jurisdiction of incorporation.


 


6.                          A
Certificate of incumbency signed by the Secretary of the Sellers stating the
names of the directors, officers and shareholders of Sellers.


 


7.                          A
Certificate signed by the Secretary of Sellers attaching true and complete
copies of the Articles of Incorporation and By-Laws (or equivalent
constitutional documents), with English translation thereof, of Sellers.


 


8.                          Certified
true copy of the minutes of meetings of the Board of Directors and Shareholders
of Sellers, duly notarized, apostilled, approving and ratifying the sale of the
Vessel to Buyers and the terms of the Agreement, authorizing Sellers’ officers
and attorneys-in-fact to execute and deliver the Bill of Sale, the Protocol of
Delivery and Acceptance and any other documents required under the Agreement or
this Appendix and appointing authorized representatives of the Sellers.


 


 

















 


9.                          A Power
of Attorney of Sellers duly executed and notarized, apostilled in favor of one
or more authorized representatives of Sellers to act on behalf of Sellers in
connection with the sale of the Vessel, to execute and deliver the Bill of
Sale, the Protocol of Delivery and Acceptance and any other documents required
under the Agreement or this Appendix and the deletion of the Vessel from its
current registry.


 


10.                    Certificate of
the Hong Kong Register, dated on the day of delivery of the Vessel confirming
that (a) Sellers are the registered owner of the Vessel and (b) the Vessel is
free of any recorded mortgages, liens or encumbrances (c) that the Hong Kong
Register has consented to the deletion of the Vessel and the transfer of the
vessel to be registered under the Marshall Islands Registry. Document to be faxed
to the closing and original to be send to Buyers within 3 days.


 


11.                    A letter of
undertaking from Sellers to delete the Vessel from Hong Kong registry and
provide Buyers with the original deletion certificate in the name of Sellers
issued by the Hong Kong registry within thirty days after delivery of the
Vessel.


 


12.                    A copy of the
Vessel’s CSR together with a copy of Sellers notification to the Hong Kong
Registry of the sale of the Vessel and the deletion from Hong Kong Registry in
requirement of the ISPS Code.


 


13.                    If required at
a later stage, a duly executed original of the Pool Agreement, dated 17th
day of 2004, between Sellers and the LRI Management K/S (“Commercial Manager”),
including all amendments thereto through the date of purchase of the Vessel by
Buyers, covering the Vessel, together with (i) a copy of the notice given to
the Commercial Manager pursuant to the said Pool Agreement and (ii) the
confirmation from Commercial Manager that they agree for the new Owners to
undertake the commitment under the Pool until 30 June 2006.


 


14.                    An original
Certificate issued by the Classification Society dated not earlier than three
days prior to delivery of the Vessel confirming that the Vessel has its present
class fully maintained free of recommendations and notations.


 


15.                    Letter from
Sellers to the Vessel’s Classification Society to deal directly with the
Marshall  Islands Maritime and Corporate
Administrator’s office in connection with the Issuance of a Class Statement dated
within five (5) working days prior to delivery of Vessel, issued by the
Classification Society containing the following:


 


(i)                       A list of
all existing conditions, recommendations and deficiencies that are outstanding
at the date of the statement including a specific reference to all of the
outstanding recommendations, conditions or deficiencies that have not been
dealt with and a list of the same;


 


2

















 


(ii)                    A list of the
Statutory Certificates which the Vessel’s Classification Society is prepared to
issue on behalf of the Buyers Registry upon satisfactory completion of all the
relevant Statutory Surveys;


 


(iii)                 The status of all
current relevant Statutory Surveys, setting forth dates of completion of each; and


 


(iv)                A brief sentence
or paragraph, reading substantially as follows: “to the extent known by [name
of Classification Society] the above vessel is presently fit to proceed to sea
prior to the completion of the outstanding items (if any) as noted above”.


 


16.                    Letter from
Sellers confirming that to their knowledge the Vessel is not blacklisted by any
country or nation or any government or any organization such as the Arab
Boycott League and ITF.


 


17.                    Sellers shall
provide Buyers with copies of the following certificates of the Vessel not
later than seven days prior to delivery of the Vessel:


 


(a)       Certificate of Registry


 


(b)       International Tonnage Certificate;


 


(c)       ISM Safety Management Certificate;


 


(d)       Cargo Ship Safety Construction
Certificate;


 


(e)       Cargo Ship Safety Equipment Certificate;


 


(f)        Cargo Ship Safety Radio Certificate; and


 


(g)       Ship’s Cargo Gear Book.


 


B.                        Sellers
and Buyers hereby agree that the following documents are to be provided by
Buyers to Sellers upon closing;


 


1.                          Original,
apostilled resolutions adopted by the Buyers, authorizing the purchase of the
Vessel from Sellers and authorizing their representatives to effect payment of
the balance of the purchase price, take delivery of the Vessel, receive,
deliver and sign all necessary documents in connection with the purchase and
delivery of the Vessel, including signing the release letter of a joint deposit
account;


 


2.                          Original
apostilled Power of Attorney of Buyers issued in accordance with the above
resolutions;


 


3.                          Original
Certificate of Good Standing of Buyers dated with 10 days of closing.


 


3

















 


After the deposit
has been lodged, the Sellers are to provide the Buyers with the following
drawings: 1) General Arrangement 2) Capacity plan 3) Trim and Stability 4)
Pumping and Piping diagram.


 


 


	
  For the Buyers 

  	
  For
  the Sellers 

  
	
   

  	
   

  
	
  Fulton Navigation Inc

  	
  Great
  Global (Asia) Limited

  
	
   

  	
  For and
  on behalf of 

  
	
   

  	
  GREAT GLOBAL (ASIA)
  LIMITED

  
	
  /s/ Loukopoulos,
  Charilaos

  	
   

  	
  /s/ Atul Sudhakar Gupte

  	
   

  
	
   

  	
  Authorized
  Signature(s)

  
	
  Name: Loukopoulos,
  Charilaos

  	
  Name: Atul Sudhakar
  Gupte

  
	
  Title: Director

  	
  Title: Director

  
				



 


4