Exhibit
10.7


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of
                ,
2004 by and between International Shipping Enterprises, Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s Registration
Statement on Form S-1, No. 333-119719 (“Registration Statement”), for its
initial public offering of securities (“IPO”) has been declared effective as of
the date hereof by the Securities and Exchange Commission (“Effective Date”);
and


 


WHEREAS, Sunrise Securities Corp.
(“Sunrise”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS,
as described in the Company’s Registration Statement, and in accordance with
the Company’s Amended and Restated Certificate of Incorporation, $156,465,000
of the gross proceeds of the IPO ($180,576,000 if the underwriters
over-allotment option is exercised in full) will
be delivered to the Trustee to be deposited and held in a trust account for the
benefit of the Company and the holders of the Company’s common stock, par value
$.0001 per share, issued in the IPO as hereinafter provided and in the event
the Units are registered in Colorado, pursuant to Section 11-51-302(6) of
the Colorado Revised Statutes. A copy of the Colorado Statute is attached
hereto and made a part hereof (the amount to be delivered to the Trustee will
be referred to herein as the “Property”; the stockholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders and the Company will be referred to
together as the “Beneficiaries”); and


 


WHEREAS, the Company and the Trustee
desire to enter into this Agreement to set forth the terms and conditions
pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1.             Agreements
and Covenants of Trustee. 
The Trustee hereby agrees and covenants to:


 


(a)           Hold the Property in trust for
the Beneficiaries in accordance with the terms of this Agreement, including the
terms of Section 11-51-302(6) of the Colorado Statute, in a segregated
trust account (“Trust Account”) established by the Trustee at a branch of
JPMorgan Chase NY Bank selected by the Trustee;


 


(b)           Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c)           In a timely manner, upon the
instruction of the Company, to invest and reinvest the Property in any
“Government Security.”  As used herein,
Government Security means any Treasury Bill issued by the United States, having
a maturity of one hundred and eighty days or less;


 


(d)           Collect and receive, when due,
all principal and income arising from the 


 
















 


Property, which shall become part of
the “Property,” as such term is used herein;


 


(e)           Notify the Company of all
communications received by it with respect to any Property requiring action by
the Company;


 


(f)            Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of the tax returns for the Trust
Account;


 


(g)           Participate in any plan or
proceeding for protecting or enforcing any right or interest arising from the
Property if, as and when instructed by the Company to do so;


 


(h)           Render to the Company and to
Sunrise, and to such other person as the Company may instruct, monthly written
statements of the activities of and amounts in the Trust Account reflecting all
receipts and disbursements of the Trust Account; and


 


(i)            Commence
liquidation of the Trust Account only after receipt of and only in accordance
with the terms of a letter (“Termination Letter”), in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company by its President or Chairman of the Board and
Secretary, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account only as directed in the Termination Letter and
the other documents referred to therein.


 


2.             Agreements
and Covenants of the Company. 
The Company hereby agrees and covenants to:


 


(a)           Give all instructions to the
Trustee hereunder in writing, signed by the Company’s President or Chairman of
the Board.  In addition, except with
respect to its duties under paragraph 1(i) above, the Trustee shall be entitled
to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it in good faith believes to be given by any one of
the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


 


(b)           Hold the Trustee harmless and
indemnify the Trustee from and against, any and all expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any action, suit or other proceeding brought against the
Trustee involving any claim, or in connection with any claim or demand which in
any way arises out of or relates to this Agreement, the services of the Trustee
hereunder, or the Property or any income earned from investment of the
Property, except for expenses and losses resulting from the Trustee’s gross
negligence or willful misconduct. 
Promptly after the receipt by the Trustee of notice of demand or claim
or the commencement of any action, suit or proceeding, pursuant to which the
Trustee intends to seek indemnification under this paragraph, it shall notify
the Company in writing of such claim (hereinafter referred to as the
“Indemnified Claim”).  The Trustee shall
have the right to conduct and manage the defense against such Indemnified
Claim, provided, that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not 


 


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be unreasonably withheld.  The Company may participate in such action
with its own counsel; and


 


(c)           Pay the Trustee an initial
acceptance fee of $1,000 and an annual fee of $3,000 (it being expressly
understood that the Property shall not be used to pay such fee).  The Company shall pay the Trustee the initial
acceptance fee and first year’s fee at the consummation of the IPO and
thereafter on the anniversary of the Effective Date.  The Trustee shall refund to the Company the
fee (on a pro rata basis) with respect to any period after the liquidation of
the Trust Fund.  The Company shall not be
responsible for any other fees or charges of the Trustee except as may be
provided in paragraph 2(b) hereof (it being expressly understood that the
Property shall not be used to make any payments to the Trustee under such
paragraph).


 


3.             Limitations
of Liability.  The Trustee shall
have no responsibility or liability to:


 


(a)           Take any action with respect to
the Property, other than as directed in paragraph 1 hereof and the Trustee
shall have no liability to any party except for liability arising out of its
own gross negligence or willful misconduct;


 


(b)           Institute any proceeding for the
collection of any principal and income arising from, or institute, appear in or
defend any proceeding of any kind with respect to, any of the Property unless
and until it shall have received instructions from the Company given as
provided herein to do so and the Company shall have advanced or guaranteed to
it funds sufficient to pay any expenses incident thereto;


 


(c)           Change the investment of any
Property, other than in compliance with paragraph 1(c);


 


(d)           Refund any depreciation in
principal of any Property;


 


(e)           Assume that the authority of any
person designated by the Company to give instructions hereunder shall not be
continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(f)            The
other parties hereto or to anyone else for any action taken or omitted by it,
or any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful
misconduct.  The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the
Trustee), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but
also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed
or presented by the proper person or persons. 
The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee
signed by the proper party or parties and, if the duties or rights of the
Trustee are affected, unless it shall give its prior written consent thereto;


 


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(g)           Verify the correctness of the
information set forth in the Registration Statement or to confirm or assure
that any acquisition made by the Company or any other action taken by it is as
contemplated by the Registration Statement; and


 


(h)           Pay any taxes on behalf of the
Trust Account (it being expressly understood that the Property shall not be
used to pay any such taxes and that such taxes, if any, shall be paid by the
Company from funds not held in the Trust Account).


 


4.             Termination.  This Agreement shall terminate as follows:


 


(a)           If the Trustee gives written
notice to the Company that it desires to resign under this Agreement, the
Company shall use its reasonable efforts to locate a successor trustee.  At such time that the Company notifies the
Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and
statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that, in the event that the Company does not
locate a successor trustee within ninety days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the
Property deposited with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever;


 


(b)           At such time that the Trustee
has completed the liquidation of the Trust Account in accordance with the
provisions of paragraph 1(i) hereof, and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Paragraph 2(b); or


 


(c)           On such date after
                  ,
2006 when the Trustee deposits the Property with the United States District
Court for the Southern District of New York in the event that, prior to such
date, the Trustee has not received a Termination Letter from the Company
pursuant to paragraph 1(i).


 


5.             Miscellaneous.


 


(a)           The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth
below with respect to funds transferred from the Trust Account.  Upon receipt of written instructions, the
Trustee will confirm such instructions with an Authorized Individual at an
Authorized Telephone Number listed on the attached Exhibit C.  The Company and the Trustee will each restrict
access to confidential information relating to such security procedures to
authorized persons.  Each party must
notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its
authorized personnel.  In executing funds
transfers, the Trustee will rely upon account numbers or other identifying
numbers of a beneficiary, beneficiary’s bank or intermediary bank, rather than
names.  The Trustee shall not be liable
for any loss, liability or expense resulting from any error in an account
number or other identifying number, provided it has accurately transmitted


 


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the numbers provided.


 


(b)           This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflict of laws.  It may be executed in several counterparts,
each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)           This Agreement contains the
entire agreement and understanding of the parties hereto with respect to the
subject matter hereof.  This Agreement or
any provision hereof may only be changed, amended or modified by a writing
signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of
Sunrise.  As to any claim, cross-claim or
counterclaim in any way relating to this Agreement, each party waives the right
to trial by jury.


 


(d)           The parties hereto consent to
the jurisdiction and venue of any state or federal court located in the City of
New York for purposes of resolving any disputes hereunder.


 


(e)           Any notice, consent or request
to be given in connection with any of the terms or provisions of this Agreement
shall be in writing and shall be sent by express mail or similar private
courier service, by certified mail (return receipt requested), by hand delivery
or by facsimile transmission:


 


	
   

  	
   

  	
  if to the Trustee, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Continental
  Stock Transfer

  
	
   

  	
   

  	
   

  	
  & Trust
  Company

  
	
   

  	
   

  	
   

  	
  17 Battery
  Place

  
	
   

  	
   

  	
   

  	
  New York,
  New York 10004

  
	
   

  	
   

  	
   

  	
  Attn:     Steven
  G. Nelson

  
	
   

  	
   

  	
   

  	
  Fax
  No.:  (212) 509-5150

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  if to the Company, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  International Shipping Enterprises, Inc.

  
	
   

  	
   

  	
   

  	
  1225 Franklin Avenue, Suite 325

  
	
   

  	
   

  	
   

  	
  Garden City, New York 11530

  
	
   

  	
   

  	
   

  	
  Attn:     Angeliki Frangou, Chairman

  
	
   

  	
   

  	
   

  	
  Fax No.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in either case with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Sunrise Securities Corp.

  
	
   

  	
   

  	
   

  	
  641 Lexington Avenue, 25th
  Floor

  
	
   

  	
   

  	
   

  	
  New York, New York 10022

  
	
   

  	
   

  	
   

  	
  Attn:     Nathan
  Low, President

  
	
   

  	
   

  	
   

  	
  Fax No.:  (212) 750-7277

  



 


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(f)            This Agreement may not be
assigned by the Trustee without the prior consent of the Company.


 


(g)           Each of the Trustee and the
Company hereby represents that it has the full right and power and has been
duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. 
The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not
be entitled to any funds in the Trust Account under any circumstance.


 


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IN WITNESS WHEREOF, the
parties have duly executed this Investment Management Trust Agreement as of the
date first written above.


 


	
   

  	
  CONTINENTAL STOCK TRANSFER
  & TRUST

  COMPANY, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL SHIPPING ENTERPRISES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Angeliki Frangou

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
						



 


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EXHIBIT A


 


	
  [Letterhead
  of Company]

  
	
   

  
	
   

  	
  [Insert
  date]

  	
   

  
	
   

  



 


Continental Stock Transfer


 
& Trust Company


17 Battery Place


New York, New York 10004


Attn: 
Steven Nelson


 


Re:          Trust
Account No.
                    Termination
Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between International Shipping
Enterprises, Inc. (“Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of
              ,
2004 (“Trust Agreement”), this is to advise you that the Company has entered
into an agreement (“Business Agreement”) with
                             
(“Target Business”) to consummate a business combination with Target Business
(“Business Combination”) on or about [insert
date].  The Company shall
notify you at least 48 hours in advance of the actual date of the consummation
of the Business Combination (“Consummation Date”).


 


In accordance with the terms of the
Trust Agreement, we hereby authorize you to commence liquidation of the Trust
Account to the effect that, on the Consummation Date, all of funds held in the
Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that (a) the Business
Combination has been consummated and (b) the provisions of
Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been
met, and (ii) the Company shall deliver to you written instructions with
respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”).  You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the counsel’s letter and the Instruction Letter, in accordance
with the terms of the Instruction Letter. 
In the event that certain deposits held in the Trust Account may not be
liquidated by the Consummation Date without penalty, you will notify the
Company of the same and the Company shall direct you as to whether such funds
should remain in the Trust Account and distributed after the Consummation Date
to the Company.  Upon the distribution of
all the funds in the Trust Account pursuant to the terms hereof, the Trust
Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice
thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then the funds held in the Trust Account shall
be reinvested as provided in the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL SHIPPING ENTERPRISES,
  INC.

  



 


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  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Angeliki Frangou, Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Vasiliki Papaefthymiou,
  Secretary

  



 


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EXHIBIT B


 


	
  [Letterhead
  of Company]

  
	
   

  
	
   

  	
  [Insert
  date]

  	
   

  
	
   

  



 


Continental Stock Transfer


 
& Trust Company


17 Battery Place


New York, New York 10004


Attn:


 


Re:          Trust
Account No.
                    
Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between
International Shipping Enterprises, Inc. (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of
            , 2004
(“Trust Agreement”), this is to advise you that the Board of
Directors of the Company has voted to dissolve and liquidate the Trust
Account.  Attached hereto is a copy of
the minutes of the meeting of the Board of Directors of the Company relating thereto,
certified by the Secretary of the Company as true and correct and in full force
and effect.


 


In accordance with the terms of the
Trust Agreement, we hereby (a) certify to you that the provisions of
Section 11-51-302(6) and Rule 51-3.4 of the Colorado Statute have been met
and (b) authorize you, to commence liquidation of the Trust Account.  You will notify the Company and JPMorgan
Chase NY Bank (“Designated Paying Agent”) in writing as to when all of the
funds in the Trust Account will be available for immediate transfer (“Transfer
Date”).  The Designated Paying Agent
shall thereafter notify you as to the account or accounts of the Designated
Paying Agent that the funds in the Trust Account should be transferred to on
the Transfer Date so that the Designated Paying Agent may commence distribution
of such funds in accordance with the Company’s instructions.  You shall have no obligation to oversee the
Designated Paying Agent’s distribution of the funds.  Upon the payment to the Designated Paying
Agent of all the funds in the Trust Account, the Trust Agreement shall be
terminated.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  INTERNATIONAL SHIPPING ENTERPRISES,
  INC.

  
	
   

  	
   

  



 


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  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Angeliki Frangou, Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Vasiliki Papaefthymiou,
  Secretary

  	
   

  



 


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EXHIBIT C


 


	
  AUTHORIZED INDIVIDUAL(S)

  	
   

  	
  AUTHORIZED

  
	
  FOR TELEPHONE CALL BACK

  	
   

  	
  TELEPHONE NUMBER(S)

  
	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  International Shipping Enterprises, Inc.

  	
   

  	
   

  
	
  1225 Franklin Avenue, Suite 325

  	
   

  	
   

  
	
  Garden City, New York 11530

  	
   

  	
   

  
	
  Attn: 
  Angeliki Frangou

  	
   

  	
  (516) 240-8025

  
	
   

  	
   

  	
   

  
	
  Trustee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Continental Stock Transfer

  	
   

  	
   

  
	
   
  & Trust Company

  	
   

  	
   

  
	
  17 Battery Place

  	
   

  	
   

  
	
  New York, New York 10004

  	
   

  	
   

  
	
  Attn: 
  Steven G. Nelson, Chairman

  	
   

  	
  (212) 845-3200

  



 


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