65 Leadenhall Street London EC3A 2AD

+44 20 7702 3928 (tel) . +4420 7702 3993 (fax) . charterers@else.co.ukWW\.\I.else.co.uk

To: DEVAL DENIZCILIK VE TICARET A.S. (Deval Shipping & Trading Co)

c/o Freehill,Hogan & Mahar, LLP

80 Pine Street

New York, NY 10005

(Ref:Michael E. Unger, Esq)

22 May 2007

air: C/2007/0219/L

Dear Sirs

SHIP: M/V "ORHAN DEVAL"

CHARTERPARTY: C/P DD 13TH APRIL 2006

DEVAL SHIPPING & TRADING CO. V REPINTER INTERNATIONAL SHIPPING

CO. LTD & MIACHART CORPORATION: CASE NO, 07CV3397 ALLEGED

STEVEDORE DAMAGE AT TANJUNG MANIS/BINTULU AND ASSOCIATED

DETENTION LOSSES

LETTER OF UNDERTAKING

In conSlderation of your:

immediately taking all necessary steps to have released all the sums attached pursuant

to Case No. 07CV3397 in the United States District Court for the Southern District

of New York commenced on 30th April 2007 ("the Attachment"), and to have said

action dismissed without prejudice and without costs, and

2 thereafter refraining from taking any action resulting 1n the arrest of any ship, funds,

bunkers or any other asset whatsoever in the same ownership, associated ownership

or management as Repinter International Shipping Co ("Repinter") and/or Miachart

Corporation ("Miachart")

to obtain securityin respect of the claimswhich the Attachment sought to secure (the cost of

repairing the alleged stevedore damage, hire for the duration of the repms, loss of profits

and other associated claims for detention damages) ("the Claims") and in consideration of

your:

MICHAEL ELSE AND COMPANY LIMITED

Underwriting Agents

Authorised and Regulated by the Financial Services Authority

Registered in England 1345933

Case 1:07-cv-03397-JGK Document 12-3 Filed 06/13/2007 Page 1 of 2
65 Leadenhall Street London EC3A 2AD

+442077023928 (tel) . +442077023993 (fax) . charterers@else.co.uk . w\<vvif,else.CQAlli

3 refraining from commencing and/or prosecuting any further legal or arbitration

proceedings against Repinter and Miachart otherwise than before a London

arbitration tribunal constituted in accordance with clause 17 of the Charterparty ("the

Tribunal") .

We, the Charterers P&I Club ("the Club") hereby undertake to pay to you within 14 days of

your first written demand such sums as may be adjudged by the Tribunal by way of a final,

unappeallable award, or by a final, unappeallable Judgment of the English High Court of

Justice in the event of an appeal, to be due to you from Repinter and/or Miachart, or such

sums as may be agreed between the parties and the Club to be recoverable from Repinter

and/ or Miachart in respect of the said Claims, interest and costs, provided that the total of

our liability hereunder shall not exceed the sum of US$700,000 (Seven Hundred Thousand

United States Dollars) in respect of the principal claim, plus US$187,769.26 (One Hundred

and Eighty Seven Thousand Seven Hundred and Sixty Nine United States Dollars Twenty

Six Cents) by way of interest and US$300,000 (Three Hundred Thousand United States

Dollars) by way of legal fees, arbitrators' fees and costs.

This Undertaking shall be governed by and construed in accordance with English law and we

agree to subffi1t to the jurisdiction of the English High Court of Justice for the purpose of

any process for the enforcement hereof.

Yours faithfully

Michael Else & Company LlUuted as Underwriting Agents for and on behalf of

C.R.O'Farrell Syndicate (Lloyd's Syndicate No. COF 1036).

Christopher Else

Managing Director

MICHAEL ELSE AND COMPANY LIMITED

Underwriting Agents

Authorised and Regulated by the Financial Services Authority

Registered in England 1345933

Case 1:07-cv-03397-JGK Document 12-3 Filed 06/13/2007 Page 2 of 2