Exhibit 10.3


 


	
  MEMORANDUM OF AGREEMENT

  	
  Maritime Council (BIMCO) in 1956,

  
	
   

  	
  Code-name

  
	
  Dated: 24th February 2006

  	
  SALEFORM 1993

  
	
   

  	
  Revised
  1966, 1983 and 1986/87.

  



 


Great Basic
Limited, Hong Kong
hereinafter called the Sellers, have agreed to sell,
and


 


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


 


hereinafter called the Buyers,
have agreed to buy


 


Name: MT
Rudolf Schulte


 


Classification Society/Class: DNV


 


	
  Built: 2004

  	
  By: Hyundai Heavy Industries,
  South Korea

  
	
   

  
	
  Flag: Hong Kong

  	
  Place of Registration: Hong Kong

  
	
   

  
	
  Call Sign: VRAF9

  	
  Grt/Nrt: 42,432 / 21,824 tonnes

  
				



 


Register Number: IMO no 9283679


 


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 waived their right to inspect
the Vessel and have accepted the Vessel 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 June 2006 – 30th June 2006 in Sellers
option.


 


Date of cancelling (see Clauses 5 c), 6 b) (iii) and
14): 30th June 2006 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 whom 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 accepts 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 shall be released immediately to
the Buyers whereafter this Agreement shall be null and void.


 


6.                         Drydocking/Divers
Inspection


 


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 drydocking facilities are available at
the port of delivery, the Sellers at their
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 their Buyers require
the survey and parts of the system are condemned or found defective or broken
so as to affect the Vessel’s class


 

















 


[Illegible] putting the Vessel in and taking her out
of drydock, including the drydook 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 lender Notice of Readiness for delivery while
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 6 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 tall-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
tall-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. The 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 to 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 construction to remain aboard as per
SOLAS requirements. Captain’s,
Officers’ and Crew’s personal belonging including the stop 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 Buyer shall take over the remaining bunkers 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. current not market price (excluding barging
expenses) at the port and date of delivery of the Vessel.


 


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.


 

















 


[Illegible]


 


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, 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 4 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 fill 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 (Illegible). 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 51 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 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,
upon arrival at                    
on or about
                    .


 


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 crew to cooperate and
demonstrate / explain operations 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
1960 and 1970 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.


 

















 


This Agreement shall be governed by and in accordance
with Title 9 of the United States Code and the law of the State of New
York and should any dispute arise out of this Agreement, the matter in dispute
shall be referred to three persons at New York, one to be appointed by each of
the parties hereto, and the third by the two so chosen; their decision or that
of any two of them shall be final, and for purpose of enforcing any award, this
Agreement may be made a rule of the Court.


 


The proceedings shall be conducted in accordance with
the rules of the Society of Maritime Arbitrators, Inc., New York.


 


c)*                  Any
dispute arising out of this Agreement shall be referred to arbitration at
              ,
subject to the procedures applicable there. The laws of                  
shall govern this Agreement.


 






*                            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 disclosed 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’s

  	
  for the Seller’s

  	 

	
  Elgin Navigation Inc

  	
  Great Basic Limited

  	 

	
   

  	
   

  	 

	
   

  	
  For and on behalf of

  	 

	
   

  	
  GREAT
  BASIC LIMITED

  	 

	
   

  	
   

  	 

	
   /s/ Charilaos Loukopoulos

  	
   

  	
  /s/
  Atul Sudhakar Gupte

  	
   

  	 

	
   

  	
   

  	
  Authorized Signature(s)

  	
   

  	 

	
   

  	
   

  	 

	
  Charilaos
  Loukopoulos

  	
  Name:

  	
  Atul
  Sudhakar Gupte

  
	
  DIRECTOR

  	
  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 pre-printed 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 incurred 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 BASIC LIMITED AND ELGIN NAVIGATION INC COVERING THE PURCHASE
OF THE “RUDOLF 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 to 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.


 


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;


 

















 


(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 within 10 days of closing.


 

















 


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

  
	
   

  	
   

  	
   

  
	
  Elgin Navigation Inc

  	
   

  	
  Great Basic Limited

  
	
   

  	
   

  
	
   

  	
  For and on behalf
  of

  
	
   

  	
  GREAT BASIC LIMITED

  
	
   

  	
   

  
	
  /s/ Charilaos Loukopoulos

  	
   

  	
  /s/ Atul Sudhakar Gupte

  	
   

  
	
   

  	
  Authorized signature(s)

  	
   

  
	
   

  	
   

  
	
  Name: Charilaos Loukopoulos

  	
  Name:

  	
  Atul Sudhakar Gupte

  
	
   

  	
   

  
	
  Title: DIRECTOR

  	
  Title:

  	
  Director