exhibit1010.htm


     

    


      EXHIBIT
10.10



    
      The
portion of this Exhibit 10.10 marked “******” has been omitted and
confidentially filed with the Securities and Exchange Commission pursuant to
Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as
amended.




    


    


    Date:
August 24, 2007

    
 

        “GRAND
WINNER”

    ADDENDUM
NO. ONE

     

    


                        TO

                        MEMORANDUM OF
AGREEMENT DATED AUGUST 24, 2007

                        BETWEEN

                DYNAMIC ACTOR
SHIPPING SA, as guaranteed by

     

    
      	
               
      

            	
              CIDO
      SHIPPING (HK) CO., LTD.

            


    

    AND

     

    


    WATERMAN
STEAMSHIP CORPORATION, as guaranteed by INTERNATIONAL SHIPHOLDING
CORPORATION

     

    


    With
reference to the above captioned Memorandum of Agreement (MOA), it is this day
mutually confirmed and agreed between DYNAMIC ACTOR SHIPPING SA, as guaranteed
by CIDO SHIPPING (HK) CO., LTD. (the "SELLERS") and WATERMAN STEAMSHIP
CORPORATION, as guaranteed by INTERNATIONAL SHIPHOLDING CORPORATION (the
"BUYERS"), that:

     

    


    
      	
              1.  

            	
              With
      reference to Box 11 of the above captioned MOA, the Vessel Price is
      ******.

            


    

     

    


    
      	
              2.  

            	
              The
      sale and purchase commission payable by Sellers to ****** in the sum of
      ****** will be paid by way of adding to the agreed daily Time Charter
      Hire. Settlement of such commission will be made in a manner as agreed
      between Buyers and ******.

            


    

     

    


    All other
terms and conditions of the above captioned MOA remain unchanged.

    3. 

    Sellers:

    DYNAMIC
ACTOR SHIPPING SA as guaranteed by

     

     

    CIDO
SHIPPING (HK) CO., LTD.

    


    


    ___________________________

    By:     H
MATSUO

    Title:    ATTORNEY-IN-FACT

     

    


     

    


    


    Buyers:

    WATERMAN
STEAMSHIP CORPORATION

    as
guaranteed by

    INTERNATIONAL
SHIPHOLDING CORPORATION

    


    


    


    ____________________________________

    By:     Niels
M. Johnsen

    Title:
Chairman



    
      
        
          {N1783121.3}

        

         


      

      
         


        
          

        

      

      
         


      

    


    Issued

    Amended

    Amended

    Amended

    Amended

     

    Dec. 16.
1965 Jul. 13. 1971 Mar. 16. 1977 Sep. 9. 1993 Nov.
2.      1999

    MEMORANDUM
OF AGREEMENT

    The
Documentary Committee of The Japan Shipping Exchange, Inc.

    Page
1

    
      	
               Place
      and Date of Agreement

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              August
      24 , 2007

            	
              Code
      Name: NIPPON SALE 1999

            	
              (Part
      I)

            
	
              1.
      Sellers (Preamble)

            	
              2.
      Buyers (Preamble)

            	 
      	 
      	 
      	 
      
	
              Dynamic
      Actor Shipping S.A.,

            	
              Waterman
      Steamship

            	
              Corporation

            	 
      	 
      
	
              as
      guaranteed by

              by

            	
              as
      guaranteed by

            	 
      	 
      	 
      
	
              Cido
      Shipping (HK) Co., Ltd.

            	
              International
      Shipholding Corporation

            	 
      
	 
      
	
              3.
      Vessel's name (Preamble)

            	 
      	 
      	 
      	
              4.
      Flag/Registry (Preamble, Cl. 3 (a) (ii) )

            	 
      	 
      	 
      
	
              GRAND
      WINNER

            	
              Panamanian

            	 
      	 
      	 
      	 
      
	
                5.
      Class (Preamble, CI. 6 (b))

            	
              6.
      Built (year and builder's name) (Preamble)

            	 
      	 
      	 
      
	
              KR

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              ******

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              Toyohashi
      Shipbuilding Co., Ltd.

            	 
      	 
      	 
      
	
              7.
      Gross register tonnage (Preamble)

            	 
      	 
      	
              8.
      Summer deadweight tonnage (Preamble)

            	 
      	 
      	 
      
	
              59,217

            	 
      	 
      	 
      	
              18,381

            	 
      	 
      	 
      	 
      
	
               9.  Place/Date of
      superficial inspection (Preamble, CL 5 (a), Cl. 10)

            	
               10.
      Place/date of
      class records examination (Preamble)

            
	
              11.
      Purchase Price (C1. I)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              As
      agreed.

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              12.
      Place of closing (CI. 3 (c))

            	 
      	 
      	 
      	 
      	 
      
	
              Tokyo,
      Singapore and New York

            	 
      	 
      	 
      	 
      	 
      
	
              13.
      Delivery range (CI. 4 (a), CI. 6 (e)(i), (I)

            	 
      	 
      	 
      	 
      	 
      	 
      
	
              Singapore

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                14.
      Delivery period (CI. 4 (a)) and Cancelling Date (CI. 4 (a), (d),
      (e))

            	 
      	 
      	 
      	 
      	 
      
	
                 September
      7-14, 2007

            	 
      	 
      	 
      	 
      	 
      
	
              15.
      Places (Cl. 2 (a), CI. 4 (c))

            	 
      	 
      	 
      	 
      	 
      
	
              Singapore

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              16.
      Liquidated damages, per day (CI. 7 (c)

            	 
      	
                 The
      additional clauses, if any, numbered from 16 to [

            	
              22

            	
              ]

            
	
              $20,000

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              shall
      be deemed to be fully incorporated into this Agreement.

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              ..

            	 
      	 
      	 
      	 
      


    

    It IS
mutually agreed that this Agreement shall be performed in accordance with the
terms and conditions contained herein.

    Signature
(Sellers)                                                                                    Signature
(Buyers)

    DYNAMIC
ACTOR SHIPPING
SA                                                                                    Waterman
Steamship Corporation

    as
guaranteed
by                                                                                    as
guaranteed by

    CIDO
SHIPPING (HK) CO.,
LTD.                                                                                    International
Shipholding Corporation

    


    


    


    


    By:  _________________________________________                                                                                                
By:  __________________________________________

    


    Niels M. Johnsen

     

    


    Title:              H.
MATSUO                                                                       Title:  Chairman

    


    



    
      
        
          {N1783121.3}

        

         


      

      
         


        
          

        

      

      
         


      

    


    Page
2

    


    


    (Part
II)

    


    NIPPONSALE
1999

    4. 


    


    


     

    



    IT IS THIS DAY MUTUALLY AGREED
between the Sellers  referred to in Box 1 ("the Sellers") and the
Buyers referred to in Box 2 ("the Buyers") that the Sellers shall sell and the
Buyers shall buy the Vessel named in Box 3 with particulars as referred to in
Boxes 4 - 8 ("the Vessel"),  which has been accepted
by the Buyers following their superficial inspection of the Vessel and
examination of her class records as referred to in Boxes 9 and 10
respectively on the following terms and conditions.

    


    
      	
              1.  

            	
              PURCHASE
      PRICE9

            


    

    The
purchase price of the Vessel ("the Purchase Price") shall be 10 as stated in Box
11.

    


    
      	
              2.
      PAYMENT           SEE
      CLAUSE 16

            


    

    
      	
               
      

            	
              (a)As security for the
      fulfillment of this agreement, the Buyers shall remit a deposit of ten
      (10) per cent of the Purchase Price (“the Deposit”) to a bank nominated by
      the Sellers within three (3) bank days (being days on which banks are open
      for the transaction of business in the place stated in Box 15 (“Banking
      Days”)), from the date of this Agreement, in the names of both the Sellers
      and the Buyers. Any interest earned on the Deposit shall be credited to
      the Buyers. Bank charges on the Deposit shall be borne equally by the
      Sellers and the Buyers. The Deposit shall be paid to the Sellers as a part
      of the Purchase Price in the same manner as the balance of the ninety (90)
      per cent of the Purchase Price as provided for
      hereunder.

            


    

    
      	
               
      

            	
              (b)
      The Buyers
      shall remit the balance of the Purchase Price by telegraphic transfer to
      the said bank immediately after the Notice of Readiness for Delivery is
      tendered by the Sellers as per clause 7 of this agreement. The balance
      shall be paid to the Sellers together with the Deposit against the
      Protocol of Delivery and Acceptance being duly signed by a representative
      of each party at the time of delivery of the
  Vessel.

            


    

    


    
      	
              3.  

            	
              DOCUMENTATIONSEE CLAUSES
      18 AND 19

            


    

    
      	
               
      

            	
              (a)At the time of
      delivery of the Vessel, the Sellers shall provide the Buyers with the
      following documents:

            


    

    
      	
               
      

            	
              (i)
      the Bill of
      Sale, duly notarized by a Notary Public, specifying that
      the   Vessel is free from all debts, encumbrances,
      mortgages and maritime liens;
and

            


    

    
      	
               
      

            	
              (ii)
      a letter from
      the Sellers undertaking to supply a Deletion Certificate from the Registry
      stated in Box 4 as soon as practicable after the Vessel's delivery;
      and

            


    

    
      	
               
      

            	
              (iii)  such other
      documents as may be mutually
agreed.

            


    

    
      	
               
      

            	
              (b)Upon
      delivery the Buyers and the Sellers shall execute and exchange a Protocol
      of Delivery and Acceptance, thereby confirming the date and time of
      delivery of the Vessel.

            


    

    
      	
               
      

            	
              (c)
      Closing shall take place at the place stated in Box
  12.

            


    

    


    
      	
              4.  

            	
              DELIVERY
      PLACE AND TIME

            


    

    (a)The
Sellers shall ensure that the Vessel is ready for delivery within the Delivery
Range stated in Box 13 not before and not later than the dates stated in Box 14,
the latter date being the Cancelling Sate.

    (b)The
Sellers shall keep the Buyers informed of the Vessel’s itinerary and give the
Buyers thirty
(30), fifteen (15), seven (7) and three (3) days notice of the expected
date and place of readiness for delivery.

    (c)In the
event that the Vessel is not ready for delivery on or before the Cancelling
Date, the Buyers shall have the option of cancelling this Agreement, provided
such option shall be exercised in writing within two (2) Working Days (which
shall be the days not falling on Saturdays, Sundays or Public holidays in the
place stated in Box 15) from the Cancelling Date. However, if the failure
to deliver the Vessel is caused by any event over which the Sellers have no
control, then the Cancelling Date shall be extended by the corresponding time
lost due to such event but in no case shall such extension be for a period of
more than thirty (30) days.

    


    (d)In the
event the Buyers do not elect to exercise the option

     

    


    


      


    


    to cancel
this Agreement in accordance with sub-clause
(c)         above, they shall have
the right to designate a new date for delivery  of the Vessel,
provided such right is exercised in writing  within two (2) Working
Days from the Cancelling Date, and  such designated date shall be the
new Cancelling Date as if stated in Box 14. However if no new Cancelling Date
is  designated by the Buyers in accordance with this
sub-clause  there shall be no further Cancelling Date and the Sellers
shall  deliver the Vessel as soon as practicable.

    
      	
               
      

            	
              (e)
      Notwithstanding the exercise of due diligence by them, if the Sellers
      anticipate that the Vessel will not be ready for delivery by the
      Cancelling Date, (whether it be the first agreed Cancelling Date or any
      subsequent Cancelling Date as provided for in sub-clause (d) above), then
      the Sellers may notify the Buyers in writing stating the date when they
      anticipate that the Vessel will be ready for delivery and proposing that
      that date shall be the new Cancelling Date. Upon receipt of such
      notification the Buyers shall have the option to cancel this Agreement,
      provided such option is exercised in writing within two (2) Working Days
      from the receipt of the aforesaid notification from the Sellers. If the
      Buyers do not exercise the option to cancel this Agreement, the date
      proposed by the Sellers shall be the new Cancelling Date as if stated in
      Box 14.

            


    

    


    5. DELIVERY
CONDITION93

    
      	
               
      

            	
              (a)The
      Sellers shall deliver the Vessel to the Buyers in substantially
      the same condition as when the Vessel was inspected by the Buyers at the
      place stated in Box 9, fair wear and tear expected, but recommendations
      and average damage affecting her present class and with all her class,
      national and international trading certificates clean and valid at the
      time of delivery.

            


    

    
      	
               
      

            	
              (b)Upon
      the Vessel being delivered to and accepted by the Buyers in accordance
      with this Agreement the Sellers shall have no liability whatsoever for any
      fault or deficiency in their description of the Vessel or for any defects
      in the Vessel regardless of whether such defect was apparent or latent at
      the time of delivery.

            


    

     

    


    6. UNDERWATER
INSPECTION107

    
      	
               
      

            	
              (a)The
      Sellers may deliver the Vessel without drydocking, subject to the
      following provisions.

            


    

    
      	
               
      

            	
              (b)
      Prior to delivery of the Vessel the Buyers shall have the right to have
      divers approved by a classification society referred to in Box 5 ("the
      Classification Society"), carry out an inspection of the Vessel's
      underwater parts below the summer load line in the presence of a surveyor
      of the Classification Society arranged by the Sellers. Such inspection, if
      any, is to be at the Buyers' arrangement, risk and expense and is not to
      interfere with the Vessel's operation and delivery
    schedule.

            


    

    
      	
               
      

            	
              (c)The
      Buyers shall give a written notice of their intention to have an
      underwater inspection carried out within two (2) days from the receipt of
      the seven (7) days notice stipulated in sub-clause (b) of Clause 4. If the
      Buyers fail to give such a written notice within two (2) days, they shall
      lose their right to have an underwater
  inspection.

            


    

    
      	
               
      

            	
              (d)Upon
      receipt of the Buyers' notice the Sellers shall arrange with the
      Classification Society to carry out an underwater inspection. The cost of
      the underwater inspection shall be borne by the Buyers unless damage
      affecting the class is found, in which case the Sellers shall bear the
      cost.

            


    

    
      	
               
      

            	
              (e)Should
      any damage affecting the class be found by such divers' inspection the
      following shall apply:

            


    

    
      	
               
      

            	
              (i)
      where the damage is of such nature that repairs are not required prior to
      the next scheduled drydocking by the Classification Society, then the
      Sellers and the Buyers shall each select a reputable shipyard in the
      Delivery Range stated in Box 13 or near thereto and obtain from such
      shipyard a quotation for the cost of repairs of the damage. Each quotation
      is to be for the direct repair costs of the damage only and is not to
      include the cost of

            


    

    


    
 

    


    




    
      
        
          {N1783121.3}

        

         


      

      
         


        
          

        

      

      
         


      

    


    Page
3

    


    NIPPONSALE
1999

     

    


     

    dockage
and general service expenses. The Sellers shall then have the option to either
repair the damage prior to delivery of the Vessel or deliver the Vessel without
the damage being repaired with a reduction from the Purchase Price of the
estimated cost of repairs. The estimated cost of repairs shall be defined as the
average of the two quotations obtained from the two shipyards;

    
      	
               
      

            	
              (ii)where
      the damage is of such nature that repairs are required prior to the next
      scheduled drydocking by the Classification Society, then the Sellers shall
      repair the damage at their cost and expense and to the Classification
      Society's satisfaction.

            


    

    
      	
               
      

            	
              (f)In
      the event that the Vessel is drydocked to effect repairs of  damage
      in accordance with sub-clause (e) hereof, the Sellers shall have the right
      to designate the drydock place as the new delivery place if such drydock
      place is within the Delivery Range stated in Box 13. In such event the
      Buyers shall have the right to clean and paint the underwater parts of the
      Vessel at their risk and expense and without interfering with the work of
      the Sellers and a surveyor of the Classification Society and without
      affecting the Vessel's delivery schedule. However if the Buyers' work in
      drydock is still in progress when the Sellers have completed their work,
      then the additional docking period necessary for  completing such
      work shall be at the Buyers' risk and  expense, in which event the
      Sellers shall have the right to tender a Notice of Readiness for Delivery
      on or after completion of their
work.

            


    

    
      	
               
      

            	
              (g)If repairs are
      required in accordance with sub-clause (e) hereof, then the Cancelling
      Date shall be extended by the corresponding time lost to effect such
      repairs provided that such extension shall not in any event exceed thirty
      (30) days.

            


    

    


    
      	
              7. NOTICE OF READINESS AND
      LIQUIDATED DAMAGES 

            


    

    
      	
               
      

            	
              (a)When
      the Vessel becomes ready for delivery, the Sellers shall tender to the
      Buyers a Notice of Readiness for Delivery.


            


    

    
      	
               
      

            	
              (b)The
      Buyers shall take over the Vessel within three (3) Banking Days from the
      day of receipt of such Notice of Readiness for
     Delivery.

            


    

    
      	
               
      

            	
              (c)
      In the event the Buyers do not take delivery of the Vessel  within
      the period specified above, the Buyers shall pay to  the Sellers for
      each day of the delay up to the tenth (10"') day  of the delay the
      liquidated damages as stated in Box 16. If the delay exceeds ten (10) days
      then the Sellers shall have the right to cancel this Agreement, and claim damages
      for their losses following
therefrom.

            


    

    


    
      	
              8.
      TOTAL LOSS AND FORCE MAJEURE

            


    

    Should,
before delivery, the Vessel become an actual, constructive or compromised total
loss (not being a result of an  act or omission of the Sellers committed
with the intent to cause such total loss or recklessly and with knowledge that
sucb total loss would probably result therefrom), or should the Vessel not be
able to be delivered before the Cancelling Date through the outbreak of war, the
restraint of Governments, Princes or People, political reasons or any other
cause over which the Sellers have no control, then this Agreement shall be null
and void and neither party shall be liable to the other. In such event the
Deposit together with interest accrued .thereon, if any, shall be immediately
released in full to the Buyers.

     

    
      	
              9.  

            	
              TRANSFER
      OF TITLE AND RISK

            


    

    Title and
risk to the Vessel, together with everything belonging to her, shall pass to the
Buyers upon both payment of the Purchase Price and delivery of tbe Vessel having
occurred. Delivery of the Vessel shall be deemed to take place at the date I and
time specified in the Protocol of Delivery and Acceptance.

     

    
      	
              10.  

            	
              BELONGINGS
      AND BUNKERS

            


    

    The
Sellers shall deliver to the Buyers the Vessel with everything belonging to her
at the time of the
superficial inspection referred to in Box 9 including all spare parts,
stores and equipment,

    


    


    


    


    


    


    (Part
III)

     

    


     

    on board
or on shore, used or unused,
except such
things as are in the normal course of operations used during the period between
the superficial inspection and delivery. The Sellers shall provide the Buyers with
an inventory list at the time of delivery. Forwarding charges if
any, shall be for the Buyer’s account. The Buyers shall take over
and pay the Sellers for the remaining bunkers and unused
lubricating oils at the last purchased prices evidenced by supporting vouchers.
Payment under this clause shall be made on or prior to delivery
of the Vessel in the same currency as the Purchase Price..  as
agreed

     

    
      	
              11.  

            	
              EXCLUSION
      FROM THE SALE

            


    

    The
Sellers have the right to take ashore all crockery, cutlery, linen and other
articles bearing the Sellers' flag or name, provided the Sellers substitute the
same for an equivalent number and type of similar unmarked items. Books,
cassettes and forms etc., exclusively for use by the Sellers on the Vessel,
shall betaken ashore before delivery. Personal effects of the Master Officers
and Crew including slop chest and hired equipment, if  any, are excluded
from this sale and shall be removed by the Sellers prior to delivery of the
Vessel.

     

    
      	
              12.  

            	
              CHANGE OF NAME
      ETC.

            


    

    The
Buyers undertake to change the name of the Vessel and alter the funnel
markings upon delivery of the Vessel.

    


    
      	
               
      

            	
              13.
      ENCUMBRANCES ETC.

            


    

    The
Sellers shall deliver to the Buyers the Vessel free from all debts,
encumbrances, mortgages and maritime liens. The Sellers hereby undertake to
indemnify the Buyers against all claims of whatever nature made against the
Vessel in respect of liabilities incurred prior to the time of
delivery.

     

    
      	
              14.  

            	
              DEFAULT
      AND COMPENSATION

            


    

    
      	
               
      

            	
              (a)
      Should the Buyers default in the payment of the Deposit or  the
      balance of the Purchase Price in the manner and within the time
      herein specified, or the Buyers otherwise fail to perform their
      obligations under this Agreement and such failure is not remedied
      within seven (7) days following receipt of a notice of default from the
      Sellers to the Buyers, then the Sellers shall have the right to cancel
      this Agreement. In such event the Deposit if already paid, together with
      interest accrued thereon, if any, shall be forfeited to the Sellers. If
      the Deposit has not yet been paid the Sellers shall have the right to
      receive the amount equivalent to the Deposit from the Buyers. If the
      Deposit or the amount equivalent to the Deposit does not cover the
      Sellers' losses, the Sellers shall have the right to claim further
      compensation from the Buyers to recover such
  losses.

            


    

    
      	
               
      

            	
              (b)
      Should the Sellers default in the delivery of the Vessel with everything
      belonging to her in the manner and within the time herein specified, or
      the Sellers otherwise fail to perform their obligations under this
      Agreement and such failure is not remedied within seven (7) days following
      receipt of a notice of default from the Buyers to the Sellers, then the
      Buyers shall have the right to cancel this Agreement. In such event the
      Buyers shall have the right to be paid the amount equivalent to the
      Deposit by the Sellers and the Deposit, if already paid, together with
      interest accrued thereon, if any, shall be released to the Buyers. If the
      amount equivalent to the Deposit does not cover the Buyers' losses the
      Buyers shall have the right to claim further compensation from the Sellers
      to recover such losses.

            


    

     

    
      	
              15.  

            	
               ARBITRATION266

            


    

    Any and
all disputes arising out of or in connection with this Agreement shall be
submitted to arbitration held in Tokyo at the Tokyo Maritime Arbitration
Commission ("TOMAC") of The Japan Shipping Exchange, Inc. in accordance with the
Rules of TO MAC and any amendments thereto, and the award given by the
arbitrators shall be final and binding on both Parties.

    


    


    


    


    


    


     

    
      
        
          {N1783121.3}

        

         


      

      
         


        
          

        

      

      
         


      

    


    Rider to Memorandum of
Agreement (MOA) dated August 24. 2007

     

    GRAND
WINNER

     

    
      	
              16.  

            	
              Buyers
      shall pay within three (3) banking days from the date of lifting all
      subjects to this Agreement a deposit of ten (10) percent of purchase
      money. This amount shall be deposited in a joint escrow account
      established at the DnB NOR Bank ASA, Singapore and held by them in the
      names of Sellers and Buyers.

            


    

     

    Buyers
shall remit the balance of purchase money to said joint escrow account at the
DnB NOR Bank ASA, Singapore not later than two (2) banking days prior to the
expected date of delivery of the Vessel.

     

    Both
interests of the ten (10) percent deposit and the balance of the Purchase Money,
if any, and any bank charges shall be for Buyers' account. The ten (10) percent
deposit and balance of the Purchase Money will be released to Sellers upon
presentation of a Protocol of Delivery and Acceptance duly signed by Sellers and
Buyers. If a Protocol of Delivery and Acceptance is not presented, the ten (10)
percent deposit and balance of the Purchase Money will be released to
Buyers.

     

    
      	
              17.  

            	
              Before
      delivery, Sellers shall furnish Buyers with a copy of the Vessel's current
      Provisional or Permanent Registration of
  Navigation.

            


    

     

    
      	
              18.  

            	
              At
      the time of delivery of the Vessel, the Sellers shall furnish the Buyers
      with the following documents:

            


    

    


     

    
      	
               
      

            	
              a)

            	
              the
      Bill of Sale on United States Coast Guard form attached as Exhibit A, duly
      attested by a Notary Public and Apostilled, specifying that the Vessel is
      free from all debts, encumbrances and maritime
  lines,

            


    

     

    
      	
               
      

            	
              b)

            	
              a
      Certification of Ownership issued by the Panamanian Authorities which
      shows ownership of the Vessel and that the Vessel is free from vessel's
      mortgages, encumbrances, debts and
liens,

            


    

     

    c)           a
permission of Sale and Transfer issued by the Panamanian
Authorities,

     

    
      	
               
      

            	
              d)

            	
              a
      letter from the Sellers undertaking to supply a Deletion Certificate from
      the Panama Registry after the Vessel's delivery,
  and

            


    

     

    
      	
               
      

            	
              e)

            	
              such
      other documents including required Powers of Attorney and Corporate
      Authorizations duly notarized and Apostilled as may be reasonably required
      by Buyers and by Buyers' flag for registration purpose
    only,

            


    

     

    
      	
               
      

            	
              f)

            	
              the
      documents mentioned in subclauses a), b), c) and d) above shall be
      executed in English.

            


    


    
      
        
          {N1783121.3}

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              19.

            	
              Sellers
      shall, at the time of delivery, hand to the Buyers all classification
      certificates as well as all plans, etc., which are not required to return
      to registry/KR or relative authorities. After delivery of the vessel,
      other technical documentation which may be in the Sellers' possession
      shall promptly upon the Buyers' instructions be forwarded to the Buyers.
      The Sellers may keep the log books, but the Buyers has the right to take
      copies of same.

            


    

     

    
      	
              20.

            	
              Sellers
      agree that Buyer’s officers and representatives may join the Vessel for
      familiarization purposes before delivery to Buyers in which case Buyers
      will take responsibility for costs incurred for its officers and
      representatives during their stay onboard an for any accidents or injury
      and/or loss of life of Buyers' officers or representatives which occur
      during their stay onboard the Vessel. Sellers also agree that Buyers may
      borrow Sellers' officers ex the Vessel after delivery of the
      Vessel

            


    

     

    
      	
               
      

            	
              to
      Buyers subject to the Buyers' paying the agreed amount of cost to Sellers
      and taking responsibility for such Sellers' officers' accidents of injury
      and/or loss of life.

            


    

    
      	
              21.

            	
              This
      MOA is subject to the United States Government authorities
      approval.

            


    

    22.           The
terms and conditions of this MOA are strictly confidential.


    
      
        
          {N1783121.3}