exv10w10





Exhibit 10.10




FULL COMMERCIAL MANAGEMENT AGREEMENT



This Agreement is made as of October 21, 2010 between Ridgebury Tankers Ltd of the
Marshall Islands (“Owner”) and Heidmar Inc. of the Marshall Islands, (“Manager”)



Whereas,





	(A)	 	The Owner has advised the Manager that it expects to purchase (or cause one or more
wholly owned subsidiaries to purchase) and become the registered owner of the ships (the
“Vessels”) more particularly described in Schedule A annexed hereto.






	(B)	 	Owner wishes to retain Manager to provide, subject to the terms and conditions set forth
herein, certain commercial management services in respect of the Vessels.






	(C)	 	Manager is willing and able to provide such commercial management services upon the
terms and conditions set forth below.




Now therefore the parties hereto agree as follows:





	1.	 	APPOINTMENT




Effective, with respect to each of the Vessels upon the purchase thereof, Manager is
hereby appointed by Owner as Commercial Manager of the Vessels to perform the services
described herein, and Manager hereby accepts such appointment on the terms and conditions
of this Agreement. Manager may not subcontract its duties hereunder to any other entity
without the prior written consent of Owner.





	2.	 	TERM






	 	2.01	 	With respect to a Vessel, the term of this Agreement shall continue until the completion of
the voyage following the effective date of any written notice given by either party to the other
that the Agreement is to terminate. Notice to terminate shall not be effective until 30 days
following its having been delivered, unless otherwise mutually agreed in writing.






	 	2.02	 	Anything to the contrary notwithstanding, this Agreement shall terminate with respect to a
Vessel (and the Owner shall not be obligated to pay Management Fees with respect to said Vessel) on
the date immediately before the first date on which the Vessel enters the Blue Fin Tanker Pool
managed by Manager; said entry to be pursuant to a time charter between Owner (or its subsidiary)
and Blue Fin Tankers Inc. (“Blue Fin”) and a tri-partite pool agreement among Owner (or its
subsidiary) Manager and Blue Fin.






	3.	 	THE MANAGER’S GENERAL OBLIGATIONS






	 	3.01	 	Manager shall, on behalf of Owner, attend to the day-to-day commercial and operational
management of the Vessels in accordance with sound commercial industry standards.






	 	3.02	 	In the exercise of its duties hereunder Manager shall act fully in accordance with the
reasonable policies, guidelines and instructions from time to time communicated to it by Owner and
serve Owner faithfully and diligently in the performance of this Agreement, according to commercial
industry standards.




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	 	3.03	 	In the performance of this Agreement, Manager shall protect the interests of Owner in all
matters directly or indirectly relating to the Vessel. Manager shall ensure that adequate
manpower is employed by it to perform its obligations under this agreement. Insofar as
practicable, it shall use its best efforts to ensure fair distribution of available manpower,
supplies and services as between the Vessels and all other vessels under its management.






	4.	 	MANAGER’S POWER






	 	4.01	 	Manager is entitled to carry its duties under the terms of this Agreement as provided in
Clause 5 herein as Owner’s agent at its own discretion.






	 	4.02	 	In the performance of this Agreement, Manager shall be authorized to perform only the
functions described in Clause 5 and to do all such things or take all such actions related to
such performance in accordance with commercial industry standards.






	 	4.03	 	Manager is under no circumstances authorized to mortgage or otherwise encumber the Vessels,
as security for loans or other amounts due. To the extent permitted by law, Manager will take
all reasonable measures to avoid creating liens on the Vessels for services or necessaries,
which are not the responsibility of Owner. Manager will not grant credit privileges or extend
credit to any charterer, shipper, consignee, supplier or other third party involved in the
trading or operation of the Vessels. Manager has no authority to sell the Vessels. Manager has
no authority to enter into repair contracts or dry-docking agreements without the written
approval of Owner.






	5.	 	COMMERCIAL MANAGEMENT SERVICES




Manager shall provide following commercial management services:





	 	5.01	 	Manager shall have the authority to fix voyage charters in accordance with the trading
restrictions defined in Clause 5.05. Manager will provide Owner with a fixture note of each
voyage via the website and email.






	 	5.02	 	Subject to Owner’s consent on a case-by-case basis or pursuant to specific guidelines
provided by Owner, Manager may negotiate period charters for the employment of the Vessel.
Manager shall not enter into charters exceeding three (3) months without Owner’s prior
consent.






	 	5.03	 	Except for voyage charters, Manager shall seek Owner’s prior written approval for fixtures of
the Vessel.






	 	5.04	 	Fix the Vessels and Manager’s other managed vessels (each an “Other Vessel”) in a fair
manner. It is understood that when there appear to be a conflict of interests between the
Vessels and an Other Vessel, then the latter will take precedence.






	 	5.05	 	Manager will use due diligence to ensure that the Vessels will be employed between safe
ports, safe anchorages and safe berths, so far as this can be established by exercising due
diligence. The Vessels shall not be traded to Cuba, war and/or war like zones, Haiti, or
Orinoco River, Albania, Turkish occupied
Cyprus, Yugoslavia, Croatia, Slovenia, North Korea, and US/UN prohibited countries without
Owner’s express written agreement.




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	 	 	 	The exclusions established by the Vessels’ leading Hull Underwriters, Institute
Warranties, American Institute Underwriter and the American Institute Trade Warranties will
form part of this Agreement.






	 	 	 	Manager will include in the Charter Parties and an appropriate War Risks Clause, Clause
Paramount and any other Owner’s protective clauses where applicable in accordance with the
custom of trade.






	 	 	 	Any clauses in Charter parties believed to be detrimental to Owner’s interest but insisted
by charterers for inclusion should be discussed with Owner for approval.






	 	5.06	 	Manager shall use best endeavors to promote and market the Vessels in the
carriage of petroleum products.






	 	5.07	 	To arrange the scheduling of the Vessels according to the terms of the
Vessels’ employment.






	 	5.08	 	To carry out all necessary communications with shippers, charterers and other
involved with their receiving and handling of the Vessels at the loading and
discharging ports, including notices required under the terms of the Vessels’ employment.






	 	5.09	 	On behalf of and in the name of the Owner to issue or cause to be issued to
shippers customary bills of lading or other documents required under the terms of the
Vessels’ employment.






	 	5.10	 	Owner authorizes Manager to permit cargo discharged in accordance with Letter
of Indemnities issued, or invocation of same, and signed by the charterers and/or
bank, wording as per Owner P&I club, which is attached as
Exhibit 1 here to. If
Manager is in doubt of the performance by the charterer under the intended charter or
Letter of Indemnity, Manager shall exercise due diligence to check the background and
financial standing of the charterer and provide the information to Owner for its
consideration before fixing the Vessels.






	 	5.11	 	To collect on behalf of Owner all freights and other sums due to Owner and
accounts receivables arising from the operation of the Vessels. To give receipts
therefore, to make any and all claims for monies due to Owner and to issue releases
upon receipt of payment of such claims and in connection with the settlement of such
claims. All freights and other sums receivable under the charter and contract of
affreightment and funds derived from the employment of the Vessels minus any/all
voyage expenses including but not limited to bunker costs, port expenses, insurances,
owners items, reasonable working capital i.e. USD 200,000/-, float at the completion
of one charter fixture and beginning of another etc, shall be deposited to Owner’s
nominated account in accordance with Owner’s written instructions. All funds received
by Manager from any other source for the account of Owner shall be immediately
deposited on the same dates when such funds are paid or collected, provided time
permitting otherwise the next banking day, to said
account of Owner. In the receipt and handling of any funds on behalf of Owner,
Manager shall have fiduciary responsibilities with respect thereto in accordance with
normal vessel agency practices and applicable law.






	 	 	 	All excess operating funds over and above USD 200,000 float and after
deduction of voyage expenses, management fees, brokerage commissions and other sums
payable are to be deposited in Owner’s following account:






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	 	 	 	(BANKING DETAILS TO BE PROVIDED)






	 	5.12	 	With prior consent of Owner, to institute, defend, intervene in, settle, compromise or
abandon any legal proceedings by or against Owner or by or against the
Vessels or which in any way concerns the Vessels, their freight, earnings and disbursements or
concerning the crews and officers on board the Vessels and for the purposes of this clause
the expression “Legal Proceedings” shall include arbitration, civil, regulatory and criminal
proceedings of all kinds. All claims for or against Owner or the Vessels shall be promptly
notified to Owner and Owner shall have the right to give instructions regarding the handling of
such claims including the selection of counsel, decisions regarding settlement, and the appointment
of surveyors and experts. The handling of all such claims and legal matters shall always be
consistent with the instructions and requirements of the Vessels’ P&I club, Hull Underwriters, or
other insurers.






	 	5.13	 	To furnish the Master of the Vessels appropriate voyage instructions and monitor voyage
performance. Manager will use its best efforts to achieve the most economical, efficient and quick
dispatch of the Vessels between ports and at ports and terminals.






	 	5.14	 	To maintain such records, accounts, statements and supporting vouchers, if any, obtained in
connection with the services covered by this Agreement and make them available to Owner upon
request to the Vessel.






	 	5.15	 	To submit to Owner (1) the Vessels’ up to date itinerary as posted on Manager’s website as
well as chartering and operating data by Vessel on a semi-monthly basis, (II) cash, receivable and
payable statements on a fortnightly basis, (III) a full set of financial statements on a quarterly
basis, (IV) once during every three (3) months during the term of this Agreement, such financial
and business reports and other information relating to the provision of Manager’s services under
this Agreement as Owner may reasonably require and in such form as may be agreed between Owner and
Manager, (V) working capital status on a semimonthly basis. All original and supporting
documentation to be mailed to Owner when closed. This information is to be kept on file for at
least 7 years by Owner and available for review at any time. Once a voyage is closed this
information will be supported with certified copies of original invoices and with certified copies
of original documents issued by the providers of the services. Additionally, and when customarily
required (as in the case of bunkers), the invoices will need to include the Vessels’ seal and the
master’s signature.






	 	5.16	 	To provide Owner the following services:






	 	•	 	Appoint vessel husbandry agents at ports when necessary.






	 	•	 	Bunkering






	 	•	 	Arranging berths or anchorages






	 	•	 	Arranging for entry and clearance of the Vessels and all other services
relating to the Vessels’ movements in port, including tugs and pilots.






	 	•	 	Coordinate with and assist technical manager in obtaining Oil Majors’
approvals.






	 	•	 	Preparing all voyage documentation required by the Vessels.




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	 	•	 	Preparing laytime statements and or hire statements including obtaining port
documents and expense supports necessary for such calculation.






	 	•	 	Providing payment of port charges due and payable in respect of the Vessels.






	6.	 	ADMINISTRATION






	 	 	Manager shall, at its own expense, provide all office accommodations, office
equipment, communication, office stationery and office staff, as is required for the
provision of its services hereunder.






	7.	 	REMUNERATION






	 	7.01	 	In consideration of the obligations undertaken by Manager under this Agreement, Owner shall
pay Manager a commission fee equal to one and one half of one per cent (1.5%) calculated on the
gross freight, demurrage and charter hire obtained for the employment of the Vessels on contracts
or charter parties entered into by Manager during the term of this Agreement, payable to Manager on
the dates when such freight, demurrage or charter-hire, as the case may be, is paid or otherwise
collected. However, no commission fee will be payable to Manager if the charter fixture is
concluded by Owner with the prior consent of Manager.






	 	7.02	 	In addition to the commission fee due to Manager under Clause 7.01 above and for as long as
this Agreement is in effect, Owner shall also pay Manager a Management Fee of US$387 per day per
vessel and as modified from time to time in accordance with this clause. For new Vessels entered
under this Agreement, the Management Fee will commence on the date when a Vessel sails from her
last discharge port and remain payable as mention hereunder. Unless Manager’s assistance is
required, such Management Fee shall not be payable for periods exceeding seven (7) days during
which a Vessel is unable to trade due to mechanical breakdown, drydocking, fire, collision or
stranding, dangers and accidents of the sea, explosion, act of God, act of war, seizure under legal
process, quarantine restriction, strike, lockout, riots, restraints of labor, civil commotion or
arrests or restraints of princes, rulers or people. On the first day of every year, the Management
Fee will be increased to the equivalent of any increase applied to Blue Fin Tankers. Should the
management fee or commission of Blue Fin Tankers be amended then same to apply here.






	 	7.03	 	The Management Fee shall be paid monthly in advance on the first day of each month and
includes all services rendered by Manager and its servants.






	 	7.04	 	Unless this Agreement is terminated by Owner in accordance with Clauses 13.03 a) and b) of
this Agreement or by reason of default by, gross negligence or misconduct of Manager, its
Directors, officers and/or employees in the performance under this Agreement, upon termination of
this Agreement in relation to the Vessel, the Management Fee will be continued at the above rate in
effect for 90 days from the date of termination. This is to cover operational and accounting costs
of finalizing the Vessels’ disbursements, demurrage, etc.






	 	7.05	 	Owner additionally undertakes to pay for and/or reimburse Manager for:






	 	(a)	 	the disbursements and expenses incurred in connection with travel accommodations and
living expenses while Manager’s personnel or




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	 	 	 	representatives are traveling from time to
time in connection with operational matters of the Vessels, provided such travel has been
approved by Owner.






	 	(b)	 	the fees and expenses of independent consultants, surveyors, or superintendents or
other specialists, whom Manager considers desirable to employ from time to time in
connection with operational matters of the Vessels, provided such arrangements have been
approved by Owner.






	8.	 	BENEFITS OR DISCOUNTS






	 	 	Owner shall be entitled to receive and retain for its own account all credits,
discounts, commissions and rebates which Manager in the performance of its obligations
under this Agreement shall obtain or is entitled to receive from any person or company in
the course of performing its obligation under this Agreement.






	9.	 	BUNKERING






	 	 	Fuel oil — TO BE PROVIDED






	 	 	Auxiliaries — TO BE PROVIDED






	10.	 	RIGHT OF INSPECTION






	 	 	Owner shall at all reasonable times have access to Manager’s books, records and
documents related to the duties established in this Agreement, including Manager’s records
of funds collected on behalf of Owner and Manager’s documents and records relating to
Owner’s business and accounting documents. Manager shall cooperate with Owner and its
accountants and auditors in examining such accounting books, records and documents, whether
written or electronic. Bank records may be inspected at any time on reasonable notice
during regular working hours at Manager’s place of business.






	11.	 	OIL POLLUTION






	 	 	Manager undertakes to familiarize itself with oil spill response plans for the Vessels
and to provide assistance and coordination in the event of an oil spill. Manager agrees to
participate in any oil spill drills involving the Vessels. Owner to provide a copy of oil
spill response plans to Manager.






	12.	 	MORTGAGE COVENANTS






	 	 	In the performance of its duties under this Agreement Manager will not knowingly do
the following on behalf of the Owner:






	 	•	 	Cause or permit the operation of the Vessels in any manner contrary to the
applicable treaty or law or the transport of any cargo, which may expose the Vessel to
penalties, seizure or arrest.






	 	•	 	Operate the Vessels in a way that would be inconsistent with applicable laws,
rules and regulations, international treaties and conventions, in force or issued from
time to time.






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	 	•	 	Permit the Vessels to be operated in territorial waters of any country where their
security may be jeopardized.






	 	•	 	Cause the Vessels to be employed in any business, activity or operation that might
result in their seizure, arrest, sequestration or destruction.






	 	•	 	Charter the Vessels to carry unlawful cargoes.






	13.	 	TERMINATION






	 	13.01	 	Either party is entitled to terminate this Agreement at any time, effective as
provided in Clause 2, but not before three (3) months, unless otherwise mutually agreed.






	 	13.02	 	In the event of termination of this Agreement the parties shall consult with each
other for the purpose of ensuring an orderly and efficient transfer of the management of
the Vessels at a convenient and mutually agreed time and to that end, Manager will
endeavor to cooperate with any new Manager of the Vessels.






	 	13.03	 	Notwithstanding the provision in Clause 2 and Clause 13.01 of this Agreement and
without prejudice to the accrued rights, if any, or remedies of the parties under or
pursuant to this Agreement.






	 	(i)	 	if Owner ceases to be the owner of a Vessel by reason of a
sale thereof; or






	 	(ii)	 	if a Vessel becomes an actual or constructive or compromised
or arranged total loss; or






	 	(iii)	 	if a Vessel is requisitioned for title or any other
compulsory acquisition of a Vessel occurs, otherwise than by requisition for
hire; or






	 	(iv)	 	if a Vessel is captured, seized, detained or confiscated by
any government or person acting or purporting to act on behalf of any
government and is not released from such capture, seizure, detention or
confiscation;






	 	 	 	the Agreement shall no longer apply to that ship; or






	 	(v)	 	if an order is made by any competent court of other
appropriate authority or resolution passed for bankruptcy, dissolution or
winding-up or for the appointment of a liquidator, manager, receiver or
trustee of a party or of all or a substantial part of its assets, save for the
purposes of amalgamation or re-organization (not involving or arising out of
insolvency) the terms of which have received the prior written approval of the
other party; or






	 	(vi)	 	if Owner or the Manager ceases to carry on business, or a
substantial part of the business, properties or assets of either such party is
seized or appropriated,






	 	 	 	this Agreement shall thereupon be terminated immediately.






	 	 	 	Furthermore, Owner shall be entitled to terminate Manager’s appointment hereunder
by immediate notice to the Manager if:




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	 	a)	 	any money payable to Owner under or pursuant to this Agreement are not paid or
accounted for in full by Manager in accordance with the provisions of this Agreement;
or






	 	b)	 	Manager repeatedly neglects or fails to perform its duties or to meet its
obligations under his Agreement.






	14.	 	INDEMNITY






	 	14.01	 	Except as provided in 14.02 below, neither Manager nor any officer, director, shareholder or
employee thereof shall be liable to Owner or to any third party, including any Master, Officer or
Crewmember employed on the Vessel or in connection therewith, for any loss or damage arising
directly or indirectly out of the performance by Manager of any of its obligations in respect of
the Vessels under this Agreement. Owner shall indemnify and hold harmless and defend Manager, its
officers, directors, shareholders and employees against any and all claims and demands (including
costs and reasonable attorneys fees of defending such claim or demand) and any other losses or
liabilities arising directly or indirectly out of the performance by Manager of any of its duties
in respect of the Vessels under this Agreement.






	 	14.02	 	The provisions of Clause 14.01 shall not apply with respect to any loss, damage, claim,
demand, or liability if and to the extent that the same results from Manager’s, its Officers’,
Directors’, Shareholders’ or Employees’ gross negligence or willful misconduct in the performance
of its duties under this Agreement.






	 	14.03	 	Clause 14 shall survive termination of this Agreement.






	 	14.04	 	Manager shall at its own cost take out appropriate insurance cover to insure against its
professional liabilities.






	15.	 	MODIFICATION OF AGREEMENT




No modification or any further representation, promise, or agreement in connection with
subject matter under this Agreement shall be binding, unless made in writing and signed on behalf
of the parties by duly authorized representatives.





	16.	 	ASSIGNABILITY OF AGREEMENT




This Agreement is not assignable by either party without the prior written consent of the other.





	17.	 	FORCE MAJEURE






	 	17.01	 	Neither party shall be liable to the other for loss or damage resulting from delay or failure
to perform this Agreement, or any contract hereunder, either in whole or in part, when any such
delay or failure shall be due to causes beyond its control due to civil war, insurrections,
strikes, riots, fires, floods, explosions, earthquakes, serious accidents, or any acts of God, or
failure of transportation, epidemics, quarantine restrictions, or labor trouble causing cessation,
slowdown, or interruption of work.






	 	17.02	 	In the event that a situation giving rise to force majeure which prevents a party from
performing under this Agreement, the parties shall confer as to the further fulfillment or
termination of this Agreement.




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	18.	 	CONFIDENTIALITY






	 	18.01	 	Except as may be required by applicable law, any non-public or confidential
information relating to the business or affairs of Owner or Owner’s principals obtained by Manager
in the performance of this Agreement shall be kept strictly confidential.






	 	18.02	 	Except as may be required by applicable law this Agreement including all terms, details
conditions and period is to be kept private and confidential and beyond the reach of any third
party.






	 	18.03	 	Except as may be required by applicable law, any non-public or confidential information
relating to the business or affairs of Manager and/or Manager’s Principals obtained by
Owner or Owner’s Principals in the performance of this Agreement shall be kept
strictly confidential.






	19.	 	GOVERNING LAW




This Agreement shall be governed by and construed in accordance with English Law.





	20.	 	ARBITRATION






	 	20.01	 	All disputes arising out of this Agreement shall be arbitrated at London in the
following manner. One arbitrator is to be appointed by each of the parties hereto and a
third by the two so chosen. Their decision or that of any two of them shall be final and for the
purpose of enforcing any award, this Agreement may be made a rule of the court. The arbitrators
shall be commercial persons, conversant with shipping matters. Such arbitration is to be conducted
in accordance with the rules of the London Maritime Arbitrators Association terms current at the
time when the arbitration proceedings are commenced and in accordance with the Arbitration Act 1996
or any statutory modification or re-enactment thereof.






	 	20.02	 	In the event that Owner or Manager shall state a dispute and designate an arbitrator, in
writing, the other party shall have twenty (20) days, excluding Saturdays, Sundays and legal
holidays to designate it’s arbitrator, failing which the appointed arbitrator can render an award
hereunder.






	 	20.03	 	Until such time as the arbitrators finally close the hearings, either party shall have the
right by written notice served on the arbitrators and on the other party to specify further
disputes or differences under this Agreement for hearing and determination.






	 	20.04	 	The arbitrators may grant any relief, and render an award, which they or a majority of them
deem just and equitable and within the scope of the Agreement of the parties, including but not
limited to the posting of security. Awards pursuant to this Clause may include costs, including a
reasonable allowance for attorney’s fees and judgments may be entered upon any award made herein in
any court having jurisdiction.






	21.	 	NOTICES






	 	21.01	 	Any notice or other communication required to be given or made hereunder shall be in
writing and may be served by sending same by registered airmail, electronic-mail, telex, facsimile
or by delivering the same (against receipt) to the address of the party to be served to such
address as may from time to time be notified by that party for the purpose.






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	 	21.02	 	Any notice served by post as aforesaid shall be deemed conclusively duly served five
days after the same shall have been posted. Notices served by telex aforesaid shall be deemed
conclusively to have been served on the day following of the same, provided evidence of
transmission appears on the particular notice.






	 	21.03	 	Notices to Manager shall be made as follows:







	 	Heidmar Inc.
20 Glover Avenue
Norwalk, Connecticut 06850
	 
	 	Telephone 	 	: (203) 662-2600
	 	Facsimile 	 	: (203) 662-2782
	 	E-mail 	 	: bulletin@heidmar.com
	 
	 	Notices to Owner shall be made as follows:
	 
	 	Owner’s address
	 
	 	Ridgebury Tankers Limited
c/o 625 Ridgebury Road
Ridgefield, Connecticut 06877
	 
	 	Telephone 	 	: 203-798-2081
	 	Facsimile 	 	: tba
	 	E-mail 	 	: rpburke1@aol.com







	22.	 	ENTIRE AGREEMENT






	 	 	This Agreement contains the entire agreement of the parties with respect to the subject matter
hereof and supersedes all prior agreements and understandings, either verbal or written, between
the parties with respect to such subject matter, and no amendment of any provision hereof will be
binding upon any party unless in writing and signed by the party agreeing to such amendment.





	 	 	 

	For and on behalf of

	 	For and on behalf of
	Ridgebury
Tankers Ltd

	 	Heidmar Inc.
	 
	 	 
	/s/
Robert P. Burke

	 	/s/ John E. Greenwood
	 

	 	 
	Robert
P. Burke

	 	John E. Greenwood
	President
and Chief Executive Officer

	 	Secretary and General Counsel
	 
	 	 
	 
	 	 






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Schedule A



The Marshall Island Flag Vessels:




Tianlong Spirit (to be renamed Ridgebury John B)

Jiaolong Spirit (to be renamed Ridgebury Lindy A)

Shenlong Spirit (to be renamed Ridgebury Nicholas A)

Dilong Spirit (to be renamed Ridgebury Natasha V)




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Exhibit 1




LOI FORMAT




(For Delivering cargo w/o production of the Original B/L)





			
	 	 	 
	TO:  	(Insert name of OWNERS) 	(Insert Date)
	 	The Owners of the (Insert name of ship)	 
	 	(Insert address)	 




Dear Sirs,



			
	Ship:	       	(Insert name of ship)






			
	Voyage:	 	(Insert load and discharge ports as stated in the Bill of Lading)






			
	Cargo:   	 	(Insert description of cargo)






			
	Bill of Lading:  	 	(Insert identification numbers, date and place of Issue)





The above
cargo was shipped on the above ship by (insert name of shipper) and consigned to
(insert name of consignee or party to whose order the bill of lading
is made out, as appropriate)
for delivery at the port of (insert name of discharge port stated in the bills of lading) but the
Bills of Lading has not arrived and we, (insert name of party requesting delivery), hereby request
you to deliver the said cargo to (insert name of party to whom
delivery is to be made) at (insert
place where delivery is to be made) without production of the original Bill of Lading.



In consideration of your complying with our above request, we hereby agree as follows:-



1. To indemnify you, your servants and agents and to hold all of you harmless in respect of
any liability, loss, damage or expense of whatsoever nature which you may sustain by reason of
delivering the cargo in accordance with our request.



2. In the event of any proceedings being commenced against you or any of your servants, or
agents in connection with the delivery of the cargo as aforesaid, to provide you or them on demand
with sufficient funds to defend the same.



3. If, in connection with the delivery of the cargo as aforesaid, the ship, or any other ship
or property in the same or associated ownership, management or control, should be arrested or
detained or should the arrest or detention thereof be threatened, or should there be any
interference in the use or trading of the vessel (whether by virtue of a caveat being entered on
the ship’s registry or otherwise howsoever), to provide on
demand such bail or other security as may
be required to prevent such arrest or detention or to secure the release of such ship or property
or to remove such interference and to indemnify you in respect of any liability, loss, damage or
expense caused by such arrest or detention or threatened arrest or detention or such interference,
whether or not such arrest or detention or threatened arrest or
detention or such interference may
be justified.




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4. If the place at which we have asked you to make delivery is a bulk liquid or gas terminal
or facility, or another ship, lighter or barge, then delivery to such terminal, facility,
ship, lighter or barge shall be deemed to be delivery to the party to whom we have requested
you to make such delivery.



5. As soon as all original Bills of Lading for the above cargo shall have come into our
possession, to deliver the same to you, or otherwise to cause all original bills of lading to be
delivered to you, whereupon our liability hereunder shall cease.



6. The liability of each and every person under this indemnity shall be joint and several and
shall not be conditional upon your proceeding first against any person, whether or not such
person is party to or liable under this indemnity.



7. This indemnity shall be governed by and construed in accordance with English Law and each and
every person liable under this indemnity shall at your request submit
to the jurisdiction of the High Court of Justice of England.






Yours
faithfully,

For and behalf of



(Insert name of requestor)



The Requestor


 



Signature





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