d929458_ex10-11.htm


    Exhibit
10.11

     

    SHARES
PURCHASE AGREEMENT

     

    This
Shares Purchase Agreement (“Agreement”), dated as of 1st October
2008, is by and between H IPPIAS CHALLENGE INC. of Marshall Islands (“Buyer”),
and PEACE BRIDGE SHIPPING INC. of the Marshall Islands (“Seller”).

     

    RECITALS

     

    WHEREAS,
Seller owns all the 500 shares (“the Shares”) of the common stock of OIL
TRANSPORT INVESTMENTS LIMITED of Liberia (“the Owner”), which shareholding
represents a 100% interest in the Owner; (the “Shares”);

     

    WHEREAS,
Buyer is a wholly owned subsidiary of DryShips Inc. (“DRYS”), a company
incorporated in The Marshall Islands and the shares of which are traded in the
Nasdaq Global Market.

     

    WHEREAS,
the Owner is the Owner of M.V. FERNANDINA, registered under Malta flag (the
“Vessel”);

     

    WHEREAS,
Seller wishes to sell and Buyer wishes to buy the Shares on the terms and
conditions contained herein;

     

    WHEREAS,
parties acknowledge that the prior written consent of certain lenders to Seller
may be required for Seller to deliver the Shares to Buyer.

     

    WHEREAS,
pending delivery of the Shares, Seller wishes to convey to Buyer, and Buyer
wishes to assume from Seller, all the economic benefits and burdens of the
Owner.

     

    NOW,
THEREFORE, in consideration of the premises and the respective representations,
warranties, covenants and agreements stated herein, the parties agree as
follows:

     

    ARTICLE
I

    DEFINITIONS

     

    Capitalized
terms used in this Agreement have the meanings specified in (a) the preamble,
(b) the recitals, (c) this Article I or (d) elsewhere in this Agreement, as the
case may be:

     

    Governmental Body
means any (a) nation, state, country, city, town, village, district, or other
jurisdiction of any nature, (b) federal, state, local, municipal, foreign, or
other government, (c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal), (d) multinational governmental organization or
body, or (e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory or taxing authority or
power of any nature.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Laws means all
statutes, treaties, codes, ordinances, decrees, rules, regulations, municipal
bylaws, judicial or arbitral or administrative or ministerial or departmental or
regulatory judgments, orders, decisions, rulings or awards, policies,
certificates, codes, licenses, permits, approvals, guidelines, voluntary
restraints, inspection reports, or any provisions of such laws, including
general principles of common law and equity and the requirements of all
Governmental Bodies, binding or affecting the Person referred to in the context
in which such word is used; and “Law” means any one of them.

     

    Lien means, with
respect to the Shares and assets ultimately owned by the Seller, (whether the
same is consensual or nonconsensual or arises by contract, operation of law,
legal process or otherwise): (i) any mortgage, lien, security interest, pledge,
attachment, levy or other charge or encumbrance of any kind thereupon or in
respect thereof; or (ii) any other arrangement under which the same is
transferred, sequestered or otherwise identified with the intention of
subjecting the same to, or making the same available for, the payment or
performance of any liability in priority to the payment of the ordinary,
unsecured creditors, and which under applicable law has the foregoing effect,
including any “adverse claim”.

     

    Person means any
individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization, government or agency
or subdivision thereof or any other entity.

     

    ARTICLE
II

    PURCHASE
OF SHARES; CLOSINGS

     

    Section
2.1  Purchase of
Shares Upon the terms and subject to the conditions of this Agreement,
and on the basis of the representations and warranties hereinafter set forth,
Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer
agrees to acquire and buy from Seller, the Shares, free and clear of all liens
immediately upon receipt of the requisite consent of Seller’s
Lenders.

     

    Section
2.2 (a) Pending delivery of the Shares, Seller agrees to convey to Buyer,
and Buyer agrees to assume from Seller, all of the economic benefits and burdens
of the Owner and of ownership of the Vessel. In furtherance of the foregoing, as
of 12:01 AM, Athens Time, on the Initial Closing Date (as defined below), Seller
shall cause the Owner to hold any funds received from whatever source on account
and to the benefit of the Buyer, subject to payment of the Owner’s liabilities
and obligations; provided, however, that Seller shall not permit the Owner to
incur any new obligations or liabilities without the consent of Buyer. It is
clarified that any earnings of the Owner collected or to be collected by the
Owner and any and all expenses incurred or to be incurred by the Owner in
connection with the time up to 12.00 A.M. Athens time on the Initial Closing
Date as defined below shall be to the benefit or at the expense respectively of
Seller.

     

    (b)         Commencing
from Initial Closing Date, Seller shall cause all charter hire to be received at
the account of the Owner with the Lending Bank as per Main Terms of Charter
Party forming Exhibit A and with effect from the Initial Closing Date will cause
the full amount of such charter hire to be utilized from such account to
cover:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

         

    
      
        	
                 
      

              	
                (i)

              	
                the
      Vessel’s running expenses under her management by CARDIFF MARINE
      INC.;

              


      

       

    

    
      	
               
      

            	
              (ii)

            	
              the
      retention account for the payment of principal under the relevant loan
      facility agreement between the Owner and HSH NORDBANK
  AG;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      interest and any other amounts payable under the relevant
      loan;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      liquidity requirements for the relevant
loan;

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      contractual liabilities of the Owner pursuant to any swap
      agreements

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      other obligations that have been incurred with Buyer’s
      consent.

            


    

     

    The
surplus, if any, from the above, will be held by the Owner for the account of
Buyer and shall be distributed / remitted to Buyer on request as permitted by
the existing loan and security documents.

     

    Section
2.3  Voting.
Pending the delivery of the Shares, Seller hereby agrees to follow the
instructions and to cause the Board of Directors and Officers of the Owner to
follow the instructions of Buyer.

     

    It is
hereby clarified that the Owner may at any time sell the Vessel provided Buyer
approves the terms and conditions of such sale.

     

    Section
2.4  Closings. The closings of the
transactions contemplated hereby (the “Closings”) shall take place on dates to
be mutually agreed in the premises of Deverakis Law Office (Omega Building, 80
Kifisias Avenue, Marousi) in Athens, Greece, or at such other place upon which
Buyer and Seller shall agree. The dates on which the Closings are to be held are
referred to in this Agreement as the “Initial Closing Date” and “Final Closing
Date” respectively. The Initial Closing Date shall be a date to be agreed by the
parties while the Final Closing Date will be a date to be agreed by the parties
when the transfer of Shares of the Owner to Buyer will be effected. The parties
need not be present at Closings, and documents may be delivered through
counsel.

     

    Section
2.5  Purchase Price
The aggregate purchase price payable to Seller for the Shares shall
consist of a number of common shares issued by DryShips Inc. (“DRYS”) estimated
by both Seller and Buyer to represent a fair market value of the assets
ultimately owned by the Seller namely the Vessel which is M.V. FERNANDINA,
currently registered under Malta flag. These DryShips common shares shall be
made available to Seller as follows:

     

    On the
Initial Closing Date 3,134,615 shares of the common stock of DRYS. The number of
these shares has been calculated basis USD 35.5 per share. This price reflects
the closing price of the shares of DRYS on the Nasdaq Global Market on the last
trading day (excluding the date of the Agreement), that is USD 35.5 per share.
In the event the actual indebtedness outstanding on the Initial Closing Date is
less than the amount described hereinbelow under 3.1, then Buyer will pay such
difference in cash or in shares of common stock of DRYS at USD 35.5 per share at
Seller’s option. It is agreed by the parties that (i) from the Initial
Closing Date Seller will enjoy all benefits in respect of above shares
(including but not limited receipt of dividends and voting rights) (ii) these
shares of the common stock of DRYS will be held in escrow until the Final
Closing Date; in case such shares are issued in paper form they shall be held in
escrow by Seward & Kissel LLP of N.Y.; in case such shares are issued in
electronic form, such restriction will be noted and they shall be held in escrow
by AST & T. of N.Y. (iii) These shares of the common stock of DRYS will be
released by the Escrow Agent without any condition to Seller against transfer of
the Shares of the Owner by Seller to Buyer on the Final Closing
Date.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller
represents and warrants to Buyer as follows:

     

    Section
3.1  (a)  Authorization Seller has full
corporate power and authority under its governing documents, directors have
taken all necessary action to authorize it, to execute and deliver this
Agreement, to consummate the transactions contemplated herein and to take all
actions required to be taken by it pursuant to the provisions hereof. It is
noted that currently there are certain mortgages on the Vessel registered in
favour of HSH NORDBANK AG and DVB Bank AG(the “Mortgagee Banks” or each of them
the “Lending Bank” or both of them the “Lending Banks”). In above context Seller
undertakes to produce to Buyer the Consent of DVB Bank, in respect of above
transaction until or latest on the Final Closing Date whilst Buyer hereby
undertakes to either obtain the consent of HSH NORDBANK AG in respect of the
transactions contemplated herein until or later on the Final Closing Date or
timely and fully repay the amount of loan due under the loan agreement between
the Owner and HSH NORDBANK AG as per repayment schedule attached to this
Agreement as Exhibit B.

     

    (b)           This
Agreement constitutes the valid and binding obligation of Seller enforceable in
accordance with its terms.

     

    Section
3.2  (a) Title to
Shares. Seller owns beneficially and on record all of the Shares and at
the Final Closing will own beneficially and on record all of the Shares, in each
case free and clear of all Liens, debts, dues and duties of whatsoever nature
except as disclosed in clause 3.1 thereof. Such Shares at Final Closing will not
be subject to any agreements or understandings with respect to the voting or
transfer of any of the Shares. The Shares have been duly authorized and validly
issued and are fully paid and nonassessable. At Final Closing Date Seller will
have full right to sell, assign, convey and transfer the Shares to Buyer
pursuant to the terms hereof and will, upon delivery of a certificate or
certificates representing such Shares to Buyer, endorsed, transfer to Buyer
title to such Shares, free and clear of any liens, debts, dues and duties of
whatsoever nature.

     

    (b)     At
Final Closing Date there will not be any, outstanding subscriptions, options,
convertible securities, warrants or calls or preemptive rights of any kind
issued or granted by, or binding upon, Seller to purchase or otherwise acquire
or to sell or otherwise dispose of the Shares or any interest in
them.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
3.3  Non-Contravention.
Except as stated in clause 3.1 thereof neither the execution and delivery
of this Agreement or any documents executed in connection herewith, nor the
consummation of the transactions contemplated herein on the Final Closing Date
shall:

     

    (a)           violate,
conflict with, result in a breach of or require notice or consent under (i) any
Law, (ii) the governing documents of Seller or (iii) any provision of any
agreement or instrument to which Seller is a party;

     

    (b)           contravene,
conflict with, or result in a violation of, or give any Governmental Body or
other Person the right to challenge any of such transactions or to exercise any
remedy or obtain any relief under, any Law, to which Seller or the Shares, is
subject;

     

    (c)           require
notice to or consent of any Governmental Body; or

     

    (d)           result
in the imposition or creation of any Lien or duty upon or with respect to the
Shares.

     

    Section
3.4  Validity.
Except as stated in clause 3.1 thereof, there is no investigation, claim,
proceeding or litigation of any type pending or, threatened to which Seller is a
party that (i) questions or involves the validity or enforceability of any of
Seller’s obligations under this Agreement or (ii) seeks (or reasonably might be
expected to seek) (A) to prevent or delay the consummation by Seller of the
transactions contemplated by this Agreement or (B) damages in connection with
any such consummation.

     

    Section
3.5  Litigation.   There
is no investigation, claim, proceeding or litigation of any type pending or,
against the Seller.

     

    ARTICLE
IV

    REPRESENTATIONS
AND WARRANTIES OF BUYER

     

    Buyer
represents and warrants to Seller as follows:

     

    Section
4.1  Authorization
Buyer has full corporate power and authority under governing documents,
and its board of directors have taken all necessary action to authorize it, to
execute and deliver this Agreement, to consummate the transactions contemplated
herein or therein and to take all actions required to be taken by it pursuant to
the provisions hereof or thereof, and this Agreement constitutes the valid and
binding obligation of Buyer, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors’ rights generally and to the
principles of equity (whether enforcement is sought in a proceeding in equity or
at law).

     

    Section
4.2  Non-Contravention
Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated herein or therein, does or shall
violate, conflict with or result in breach of or require notice or consent under
any Law, the governing documents of Buyer nor any provision of any agreement or
instrument to which Buyer is a party.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
4.3  Validity
There is no investigation, claim, proceeding or litigation of any type
pending or, threatened to which Buyer is a party that (i) questions or involves
the validity or enforceability of any of Buyer’s obligations under this
Agreement or (ii) seeks (or reasonably might be expected to seek) (A) to prevent
or delay the consummation by Buyer of the transactions contemplated by this
Agreement or (B) damages in connection with any such consummation.

     

    ARTICLE
V

    COVENANTS

     

    Section
5.1  Conduct of Business Pending
Final Closing Buyer and Seller agree that between the date of the
execution of this Agreement and the Final Closing Buyer and Seller shall (i)
conduct the business and maintain and preserve the assets of Seller in the
ordinary course of business, and (ii) use their reasonable efforts to cause all
of the representations and warranties in Article III hereof to continue to be
true and correct.

     

    Section
5.2  Further
Assurances. Subject to the prior written consent of Seller’s Lending
Banks or full repayment by Buyer of the balance of the loan due by Seller to the
present Lending Bank(s), Seller shall execute, acknowledge and deliver or cause
to be executed, acknowledged and delivered to the Buyer such assignments or
other instruments of transfer, assignment and conveyance, in form and substance
reasonably satisfactory to Buyer, as shall be necessary to vest in Buyer all of
the right, title and interest in and to the Shares undertaken to be sold to
Buyer by Seller pursuant to this Agreement, free and clear of all Liens, debts,
dues and duties of whatsoever nature, and any other document reasonably
requested by Buyer in connection with this Agreement. It is noted that at the
time of transfer of the Shares of the Owner to Buyer, that is on the Final
Closing Date, the amount of 3,134,615 shares of the Common Stock of DRYS agreed
to be held in escrow as per article 2.5, will be released to Seller by the
Escrow Agent without any condition.

     

    Section
5.3  Governmental
Filings. As promptly as practicable after the execution of this
Agreement, each party shall, in cooperation with the other, file any reports or
notifications that may be required to be filed by it under applicable law, if
any.

     

    Section
5.4  Consents.
After the Final Closing, Seller shall obtain any consents or approvals or
assist in any filings reasonably required in connection with the transactions
contemplated hereby that are requested by Buyer and that have not been
previously obtained or made.

     

    Section
5.5  Public
Announcements. Neither party shall, without the prior approval of the
other party, issue, or permit any of its partners, stockholders, directors,
officers, employees, members, managers, agents to issue, any press release or
other public announcement with respect to this Agreement or the transactions
contemplated hereby, except as may be required by Law or any regulatory
Authority to which relevant party is accountable.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
VI

    INDEMNIFICATION

     

    Section
6.1  Seller’s
Indemnity Obligations. Seller agrees to indemnify Buyer against, and hold
Buyer harmless from and against, any amounts that arise from, are based on or
relate or otherwise are attributable to (a) any error, inaccuracy, breach or
misrepresentation in any of the representations and warranties made by or on
behalf of Seller in this Agreement, (b) any violation or breach by Seller of or
default by Seller under the terms of this Agreement. Buyer shall be entitled to
recover its reasonable and necessary attorneys’ fees and litigation expenses
incurred in connection with successful enforcement of its rights under this
Section 6.1.

     

    Section
6.2  Buyer’s Indemnity
Obligations. Buyer shall indemnify Seller against, and hold Seller
harmless from and against, any and all amounts that arise from, are based on or
relate or otherwise are attributable to (a) any error, inaccuracy, breach or
misrepresentation in any of the representations and warranties made by or on
behalf of Buyer in this Agreement, (b) any violation or breach by Buyer of or
default by Buyer under the terms of this Agreement. Seller shall be entitled to
recover its reasonable and necessary attorneys’ fees and litigation expenses
incurred in connection with successful enforcement of their rights under this
Section 6.2.

     

    Section
6.3  Survival of Indemnity
Obligation. The rights and duties contained in this Article VI shall
survive the Final Closing.

     

    ARTICLE
VII

    CONDITIONS
TO INITIAL AND FINAL CLOSING

     

    Section
7.1  Conditions to Obligations of
Buyer. The obligations of Buyer to consummate the transactions
contemplated herein are subject, at the option of Buyer, to satisfaction of the
following conditions:

     

    (a)           Compliance. Prior to or
latest on the Final Closing Date Seller shall have complied with its covenants
and agreements contained herein, and the representations and warranties
contained in Article III hereof shall be true and correct in all material
respects (except those representations and warranties qualified by materiality
shall be true and correct in all respects) on the date hereof and as of the
Final Closing Date.

     

    (b)           Orders, Etc. No action, suit
or proceeding shall have been commenced or shall be pending or threatened, and
no statute, rule, regulation or order shall have been enacted, promulgated,
issued or deemed applicable to the transactions contemplated by this Agreement,
by any Governmental Body or court that reasonably may be expected to prohibit
consummation of the transactions contemplated by this Agreement.

     

    (c)           Share Certificate. Latest on
the Final Closing Date, Seller shall deliver certificates evidencing the Shares
each endorsed in favour of Buyer executed by Seller.

     

    (d)           Consents. All consents and
approvals required in connection with the execution, delivery and performance of
this Agreement shall have been obtained, save for any consent required from the
present Lending Bank(s).

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
7.2  Conditions to Obligations of
Seller. The obligations of Seller to consummate the transactions
contemplated herein are subject, at the option of Seller, to satisfaction of the
following conditions:

     

    (a)           Compliance.  Buyer
shall have complied with its covenants and agreements contained herein, and the
representations and warranties contained in Article IV hereof shall be true and
correct in all material respects (except those representations and warranties
qualified by materiality shall be true and correct in all respects) on the date
hereof and as of the Initial Closing Date.

     

    (b)           Orders, Etc. No action, suit
or proceeding shall have been commenced or shall be pending or threatened, and
no statute, rule, regulation or order shall have been enacted, promulgated,
issued or deemed applicable to the transactions contemplated by this Agreement,
by any Governmental Body or court that reasonably may be expected to prohibit
consummation of the transactions contemplated by this Agreement.

     

    (c)           Consents. All consents and
approvals required in connection with the execution, delivery and performance of
this Agreement shall have been obtained; however, Seller shall only obtain and
provide evidence in connection with the sale of the shares to Buyer upon either
(a) consent of the Lending Banks to the sale of the shares or (b) repayment of
the Loan of HSH NORDBANK AG at the expense ultimately of Buyer and lifting of
the mortgage(s) of DVB Bank latest upon the Final Closing Date.

     

    (d)           Purchase Price. Buyer shall
have advanced to Seller the Purchase Price due under Section 2.5.

     

    ARTICLE
VIII

    TERMINATION

     

    Section
8.1  Grounds for
Termination. This Agreement may be terminated at any time prior to the
Closing Date:

     

    (a)           By
the mutual written agreement of Buyer and Seller;

     

    (b)           By
Buyer if any of the conditions set forth in Section 7.1 hereof shall have become
incapable of fulfillment and shall not have been waived by Buyer;

     

    (c)           By
Seller if any of the conditions set forth in Section 7.2 hereof shall have
become incapable of fulfillment and shall not have been waived by
Seller;

     

    (d)           By
either party by written notice thereof to the other, if the Final Closing
contemplated hereby shall not have been consummated on or before 31 December
2009 or such other date, if any, as Buyer and Seller shall agree upon in
writing; or

     

    (e)           By
Buyer or Seller if the consummation of the transactions contemplated hereby
would violate any nonappealable final order, decree or judgment of any court or
Governmental Body having competent jurisdiction enjoining, restraining or
otherwise preventing, or awarding substantial damages in connection with, or
imposing a material adverse condition
upon, the consummation of this Agreement or the transactions contemplated
hereby; provided, however,
that a party shall not be allowed to exercise any right of termination
pursuant to this Section 8.1 if the event giving rise to such termination right
shall be due to the negligent or willful failure of the party seeking to
terminate this Agreement to perform or observe in any material respect any of
the covenants or agreements set forth herein to be performed or observed by such
party.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    ARTICLE
IX

    GENERAL
PROVISIONS

     

    Section
9.1  Entire
Agreement.  This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof. This Agreement may not be
modified, amended or terminated except by a written instrument specifically
referring to this Agreement signed by all the parties hereto.

     

    Section
9.2  Waivers and
Consents. All waivers and consents given hereunder shall be in writing.
No waiver by any party hereto of any breach or anticipated breach of any
provision hereof by any other party shall be deemed a waiver of any other
contemporaneous, preceding or succeeding breach or anticipated breach, whether
or not similar. Except as provided in this Agreement, no action taken pursuant
to this Agreement, including any investigation by or on behalf of any party,
shall be deemed to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or agreements
contained in this Agreement.

     

    Section
9.3  Notices.
All notices and other communications hereunder shall be in writing and
shall be deemed to have been received only if and when (a) personally delivered,
(b) on the fifth day after mailing, by mail, first class, postage prepaid or by
certified mail return receipt requested, addressed in each case as follows (or
to such other address as may be specified by like notice), (c) at the time
receipt is acknowledged when delivered by private mail or courier service or (d)
received by facsimile at the phone number listed below:

     

    (a)           If
to Buyer to:

     

    c/o
DryShips Inc.

    Omega
Building

    80
Kifisias Avenue

    Marousi,
Athens, Greece 

    Attn: The
CEO

    Telefax:
+30 210 8090505

     

    


    (b)           If
to Seller to:

     

    c/a
CARDIFF MARINE INC. 

    Omega
Building

    80
Kifisias Avenue

    Marousi,
Athens, Greece

    Attn: Mr.
A. loannidis

    Fax: +30
210 8090205


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section 9.4 Assignments, Successors and No
Third-Party Rights. No party may assign any of its rights or delegate any
of its obligations under this Agreement without the prior written consent of the
other party. Subject to the preceding sentence, this Agreement will apply to, be
binding in all respects upon and inure to the benefit of the successors and
permitted assigns of the parties.

     

    Section
9.5  Choice of Law;
Resolution of Disputes. This Agreement shall be governed by the laws of
England (without regard to the choice of law provisions thereof). All disputes,
differences, controversies or claims arising out of or in connection with this
Agreement shall be arbitrated at London in the following manner. One arbitrator
is to be appointed by each of the parties hereto and the two appointed
arbitrators shall appoint a third arbitrator. Their decision or that of any two
of them shall be final . The arbitrators shall be commercial persons, conversant
with shipping matters and members of the London Maritime Arbitrators
Association. Such arbitration is to be conducted in accordance with the rules
and on the terms current at the time when the arbitration proceedings are
commenced and in accordance with the Arbitration Act 1996 or any statutory
modification or reenactment thereof.

     

    Section
9.6  Construction;
Section Headings; Table of Contents. The language used in this Agreement
shall be deemed to be the language the parties hereto have chosen to express
their mutual intent, and no rule of strict construction will be applied against
any party hereto. The section headings and any table of contents contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.

     

    Section
9.7  Severability.
Any term or provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or affecting
the validity or enforceability of any of the terms or provisions of this
Agreement in any other jurisdiction. If any provision of this Agreement is so
broad as to be unenforceable, the provision shall be interpreted to be only so
broad as is enforceable.

     

    Section
9.8  Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.

     

    
      	 
      	 
      	
              For
      the Buyer

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Angelos Papoulias

            
	 
      	 
      	 
      	
              Name:
      Angelos Papoulias

            
	 
      	 
      	 
      	
              Title:  Attorney-in-fact

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              For
      the Seller

            
	 
      	 
      	 
      
	 
      	 
      	
              By:

            	
              /s/
      Charalambos Alivizatos

            
	 
      	 
      	 
      	
              Name:
      Charalambos Alivizatos

            
	 
      	 
      	 
      	
              Title:
      Attorney-in-fact

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Summary
of Principal Terms of HSH Nordbank Loan Facility

    re:
m/v Fernandina

     

    
      	
               
      

            	
              1.

            	
              Loan
      Facility dated April 2005.

            


    

     

    
      	
               
      

            	
              2.

            	
              Initial
      Amount of Principal : USD
46A25.000.

            


    

     

    
      	
               
      

            	
              3.

            	
              Repayment
      Period: Ten (10) years from
drawdown.

            


    

     

    
      	
               
      

            	
              4.

            	
              Interest
      Rate: USD Libor plus:

            
	 	 	1.   1,30%
      p.a for Tranche A (40,235,000)
	 	 	2.   1.50%
      p.a for Tranche B (6,190,000)
	 	 	 
	 	5. 	      
              Loan
      Repayment Schedule attached. 

            
	 	 	 


    

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FERNANDINA
(HULL 1046)

    LOAN
REPAYMENT SCHEDULE

     

    
      	
              NO

            	
              DATE

            	
              INSTALMENT

            	
              BALLOON

            	
              0/S
      BALANCE

            
	
              0

            	
              16-Oct-06

            	
              0

            	 
      	
              46.425.000

            
	
              1

            	
              18-Jan-07

            	
              600.000

            	 
      	
              45.825.000

            
	
              2

            	
              20-Apr-07

            	
              600.000

            	 
      	
              45.225.000

            
	
              3

            	
              23-Jul-07

            	
              600.000

            	 
      	
              44.625.000

            
	
              4

            	
              23-Oct-07

            	
              600.000

            	 
      	
              44.025.000

            
	
              5

            	
              23-Jan-08

            	
              450.000

            	 
      	
              43.575.000

            
	
              6

            	
              23-Apr-08

            	
              450.000

            	 
      	
              43.125.000

            
	
              7

            	
              23-Jul-08

            	
              450.000

            	 
      	
              42.675.000

            
	
              8

            	
              23-Oct-08

            	
              450.000

            	 
      	
              42.225.000

            
	
              9

            	
              23-Jan-09

            	
              900.000

            	 
      	
              41.325.000

            
	
              10

            	
              23-Apr-09

            	
              900.000

            	 
      	
              40.425.000

            
	
              11

            	
              23-Jul-09

            	
              900.000

            	 
      	
              39.525.000

            
	
              12

            	
              23-Oct-09

            	
              900.000

            	 
      	
              38.625.000

            
	
              13

            	
              23-Jan-10

            	
              450.000

            	 
      	
              38.175.000

            
	
              14

            	
              23-Apr-10

            	
              450.000

            	 
      	
              37.725.000

            
	
              15

            	
              23-Jul-10

            	
              450.000

            	 
      	
              37.275.000

            
	
              16

            	
              23-Oct-10

            	
              450.000

            	 
      	
              36.825.000

            
	
              17

            	
              23-Jan-11

            	
              450.000

            	 
      	
              36.375.000

            
	
              18

            	
              23-Apr-11

            	
              450.000

            	 
      	
              35.925.000

            
	
              19

            	
              23-Jul-11

            	
              450.000

            	 
      	
              35.475.000

            
	
              20

            	
              23-Oct-11

            	
              450.000

            	 
      	
              35.025.000

            
	
              21

            	
              23-Jan-12

            	
              850.000

            	 
      	
              34.175.000

            
	
              22

            	
              23-Apr-12

            	
              850.000

            	 
      	
              33.325.000

            
	
              23

            	
              23-Jul-12

            	
              850.000

            	 
      	
              32.475.000

            
	
              24

            	
              23-Oct-12

            	
              850.000

            	 
      	
              31.625.000

            
	
              25

            	
              23-Jan-13

            	
              850.000

            	 
      	
              30.775.000

            
	
              26

            	
              23-Apr-13

            	
              850.000

            	 
      	
              29.925.000

            
	
              27

            	
              23-Jul-13

            	
              850.000

            	 
      	
              29.075.000

            
	
              28

            	
              23-Oct-13

            	
              850.000

            	 
      	
              28.225.000

            
	
              29

            	
              23-Jan-14

            	
              850.000

            	 
      	
              27.375.000

            
	
              30

            	
              23-Apr-14

            	
              850.000

            	 
      	
              26.525.000

            
	
              31

            	
              23-Jul-14

            	
              850.000

            	 
      	
              25.675.000

            
	
              32

            	
              23-Oct-14

            	
              850.000

            	 
      	
              24.825.000

            
	
              33

            	
              23-Jan-15

            	
              850.000

            	 
      	
              23.975.000

            
	
              34

            	
              23-Apr-15

            	
              850.000

            	 
      	
              23.125.000

            
	
              35

            	
              23-Jul-15

            	
              850.000

            	 
      	
              22.275.000

            
	
              36

            	
              23-Oct-15

            	
              850.000

            	 
      	
              21.425.000

            
	
              37

            	
              23-Jan-16

            	
              850.000

            	 
      	
              20.575.000

            
	
              38

            	
              23-Apr-16

            	
              850.000

            	 
      	
              19.725.000

            
	
              39

            	
              23-Jul-16

            	
              850.000

            	 
      	
              18.875.000

            
	
              40

            	
              23-Oct-16

            	
              850.000

            	
              18.025.000

            	
              0

            
	 
      	
              TOTAL

            	
              28.400.000

            	
              18.025.000

            	
              46.425.000