Unassociated Document


     

    
       

      Exhibit
        10.1

      


      TERMINATION
        AGREEMENT

      


      TERMINATION
        AGREEMENT,
        dated
        as of July 19, 2008 (this “Agreement”),
        between VANSHIP
        HOLDINGS LIMITED, a Liberian corporation (the “Seller”),
        and
        ENERGY INFRASTRUCTURE ACQUISITION CORP., a Delaware corporation (“EIAC”).
        Capitalized terms used but not defined herein shall have the meaning assigned
        such terms in the Second Amended and Restated Share Purchase Agreement (as
        defined below).
        

      


      WHEREAS:

      


      1.  Pursuant
        to the Second Amended and Restated Share Purchase Agreement dated as of July
        3,
        2008 (the “SPA”)
        among
        the Seller, Energy
        Infrastructure Merger Corporation, a Marshall Islands corporation (the
“Buyer”),
        and
        EIAC,
        the parties agreed to effect the Sale and Purchase described
        therein.

      


      2.  Pursuant
        to Section 20(a)(ii) of the SPA, the parties to this Agreement now desire
        to
        terminate the SPA.

      


      NOW,
        THEREFORE, in
        consideration of the premises and other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, the
        Seller and EIAC hereby agree as follows:

       

      SECTION
        1.  Termination
        of SPA.
        The
        Seller and EIAC hereby terminate the SPA pursuant to Section 20(a)(ii) thereof.
        From and after the date hereof, the SPA shall be
        of no
        further force and effect except as provided therein.

       

      SECTION
        2.  Governing
        Law.
        This
        Agreement shall be governed by and construed under the laws of the State
        of New
        York without
        regard to conflicts of laws principles.

      


      SECTION
        3.  Arbitration.
        Any
        controversy or claim arising out of or in conjunction with this Agreement
        shall
        be settled by arbitration in accordance with the Commercial Rules of the
        American Arbitration Association then in effect in the State of New York
        and
        judgment upon such award rendered by the arbitrator shall be final and binding
        upon the parties and may be entered and enforced in any court having
        jurisdiction thereof. The arbitration shall be held in the State of New York,
        New York County or such other location as is mutually agreed in
        writing before
        a
        panel of three (3) arbitrators, one selected by Seller, one selected by EIAC,
        and the third by the two (2) so chosen. The arbitration award shall include
        attorneys’ fees and costs to the prevailing party.

      


      SECTION
        4.  Headings.
        Headings used herein are for convenience only and shall not in any way affect
        the construction of, or be taken into consideration in interpreting, this
        Agreement.

      


      SECTION
        5.  Severability.
        Any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof or affecting the validity or enforceability of such provision
        in any other jurisdiction.

       

      
        
           

        

        
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      SECTION
        6.  Amendments
        in Writing.
        No
        amendment, modification, waiver, termination or discharge of any provision
        of
        this Agreement, or any consent to any departure by either the Seller or EIAC
        from any provision hereof, shall in any event be effective unless the same
        shall
        be in writing and signed by the parties hereto, and each such amendment,
        modification, waiver, termination or discharge shall be effective only in
        the
        specific instance and for the specific purpose for which given. 

      


      SECTION
        7.  Execution
        in Counterparts.
        This
        Agreement may be executed by the parties hereto in separate counterparts
        (or
        upon separate signature pages bound together into one or more counterparts),
        each of which, when so executed and delivered, shall be an original, but
        all
        such counterparts shall together constitute one and the same instrument.
        All
        such counterparts may be delivered among the parties hereto by facsimile
        or
        other electronic transmission, which shall not affect the validity
        thereof.

       

      SECTION
        8.  Entire
        Agreement.
        This
        Agreement, as of the date hereof, constitutes the entire agreement of the
        parties hereto with respect to the subject matter hereof, and all prior
        understandings or agreements, whether written or oral between the parties
        hereto
        with respect to such subject matter herein are hereby superseded in their
        entirety.

      


      SECTION
        9.  Successors
        and Assigns.
        This
        Agreement shall be binding upon, shall inure to the benefit of and shall
        be
        enforceable by the parties hereto and their respective successors and permitted
        assigns.

      


      [Signature
        Page Follows]

      


      


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
        by
        their respective officers thereunto duly authorized as of the day and date
        first
        above written.

       

      ENERGY
        INFRASTRUCTURE ACQUISITION CORP.

       

       

      
        	
                By:

              	
                /s/
                  George P. Sagredos    

              	 
	 	
                Name:
                  George P. Sagredos

              	 
	 	
                Title:
                  President & Chief Operating
                  Officer

              


      

       

      


       

      VANSHIP
        HOLDINGS LIMITED

      
         

         

        
          	
                  By:

                	
                  /s/
                    Captain C.A.J. Vanderperre    

                	 
	 	
                  Name:
                    Captain C.A.J. Vanderperre

                	 
	 	
                  Title:
                    Director

                


        

         

         

        
          
             

          

          
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