KEANE & MARLOWE, LLP

Attorneys for Defendants

REPINTER INTERNATIONAL SHIPPING CO. LTD.

and MIACHART CORPORATION

197Route 18 South, Suite 3000

East Brunswick, N.J. 08816

(732) 951-8300

Mary Ann C. Marlowe (MM -0723)

Christopher P. Keane (CK-4394)

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

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DEVAL DENIZCILIK VE TICARET AS.,

Plaintiff,

-against- 07 Civil 3397 (JGK)

REPINTER INTERNATIONAL SHIPPING

CO. S.A and MIACHART CORPORATION

LLC.,

Defendants.

--- ------ --- -- -- --- -x

VERIFIED ANSWER AND COUNTERCLAIMS

Defendants, Repinter International Shipping Co. S.A (hereinafter "Repinter")

and Miachart Corporation LLC (hereinafter "Miachart"), (hereinafter collectively

"Defendants" or "Charterers"), through their undersigned attorneys, for their Answer and

Counterclaim, hereby allege:

1. Admit the allegations of paragraph 1 of the Verified Complaint.

2. Deny knowledge or information sufficient to form a belief as to the truth of the

allegations contained in paragraph 2 of the Verified Complaint.

3. Admit the allegations contained in paragraph 3 of the Verified Complaint.

4. Admit the allegations contained in paragraph 4 of the Verified Complaint.

Case 1:07-cv-03397-JGK Document 6 Filed 05/22/2007 Page 1 of 9
5. Admit the allegations contained in paragraph 5 of the Verified Complaint.

6. Deny the allegations contained in paragraph 6 of the Verified Complaint.

7. Deny the allegations contained in paragraph 7 of the Verified Complaint.

8. Deny the allegations contained in paragraph 8 of the Verified Complaint.

9. Deny having knowledge or information sufficient to form a belief as to the

truth of the allegations contained in paragraph 9 of the Verified Complaint.

10. Deny the allegations contained in paragraph 10 of the Verified Complaint.

11. Deny having knowledge or information sufficient to form a belief as to the

truth of the allegations contained in paragraph 11of the Verified Complaint.

12. Deny that Defendants have any liability for any of the alleged damages

referred to in paragraph 12 of the Verified Complaint.

13. Admit the allegations contained in paragraph 13 of the Verified Complaint.

14. Deny having knowledge or information sufficient to form a belief as to the

truth of the allegations contained in paragraph 14of the Verified Complaint. However,

despite demands from Defendants for Plaintiff to commence arbitration proceedings by

nominating an arbitrator, Plaintiff has failed to do so to date.

15. Paragraph 15 of the Verified Complaint does not contain any allegations

which require a response on the part of Defendants.

16. Admit the allegations contained in paragraph 16 of the Verified Complaint.

17. Deny that Defendants are liable for any of the amounts set forth in paragraph

17 of the Verified Complaint and leave Plaintiff to its proofs.

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Case 1:07-cv-03397-JGK Document 6 Filed 05/22/2007 Page 2 of 9
AS AN AFFIRMATIVE DEFENSE

18. Defendants reserve the right to submit all claims to arbitration in London and

to have this action dismissed or stayed pending arbitration in London.

AS A COUNTERCLAIM

19. Pursuant to the terms of a time charter party dated April 13, 2006,

Defendants, as "Charterers," chartered the M.V. ORRAN DEVAL (the "Vessel") from

Plaintiff, Deval Denizcilik Ve Ticaret A.S. (hereinafter "Plaintiff' or "Owners"), for a

period of nine (9) to twelve (12) months plus or minus fifteen (15) days in Defendants'

option (hereinafter "Charter No.1").

20. On November 16, 2006, Defendants sub time-chartered the Vessel

(hereinafter "Charter No.2") to Belrussian Shipping Co. (hereinafter "BSC" or "Sub

Charterers") .

21. Pursuant to a sub sub time charter, also known as a "trip time charter," dated

January 8, 2007 (hereinafter "Charter No.3"), BSC chartered the Vessel to Wajilam

Exports (Singapore) Private Limited a.k.a. Wajilam Exports Pte. Ltd. (hereinafter

"Wajilam") for one trip to carry a cargo oflogs.

22. Pursuant to the terms of all three of the above-noted charter parties, all

disputes arising thereunder are to be submitted to London arbitration with English law to

apply.

23. Several claims have arisen under the above-noted charter parties which are

now the subject of three separate Supplemental Rule B attachment proceedings

commenced in the United States District Court for the Southern District of New York.

These three separate actions have not to date been consolidated.

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Case 1:07-cv-03397-JGK Document 6 Filed 05/22/2007 Page 3 of 9
CHARTER NO.1

Plaintiff s Claims Against Defendants

24. As a result of the instant Verified Complaint filed by Plaintiff against

Defendants on April 30, 2007 arising out of Charter No.1, funds belonging to the

Defendants in the amount ofUS$434,425.87 have been attached to provide security in

connection with a London arbitration Plaintiff has yet to commence.

25. Plaintiff, however, continues to seek security in the total amount of

US$1,187,769.26 representing alleged physical damage to the Vessel, purportedly the

result of the alleged negligence of stevedoresretained of the sub charterers (BSC) to

whom Defendants had sub chartered the Vessel and/or the alleged negligence of the sub

sub charterers (Wajilam).

26. The total amount of security Plaintiff seeks is comprised of the cost of

repairs, loss of profits and undefined "associated costs," as well as projected interest and

expenses. (See Verified Compi. Para. 17)

27. Defendants have tendered a Letter of Undertaking ("LOU") issued by

Michael Else and Company Limited, agents for the Charterers' P&I Club, on behalf of

Defendants in the amount ofUS$1,187,769.26 reflecting the full amount of Plaintiffs

alleged claims in exchange for the immediate vacatur of the attachment noted in

paragraph 24, supra, herein.

28. Plaintiff has wrongfully refused to accept Defendants' tender of substitute

security, knowing full well that LOUs issued by the underwriting agents for Defendants'

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Case 1:07-cv-03397-JGK Document 6 Filed 05/22/2007 Page 4 of 9
P&I Club have historically and consistently been deemed acceptable substitute security

by both plaintiffs and this Court alike.

29. Plaintiffs wrongful refusal to accept Defendants' tender and release the

funds now attached has caused and will continue to cause Defendants extreme hardship

in their effortsto conduct their daily business activities. Moreover, Plaintiffs wrongful

refusal in light of the more than adequate substitute security offered is an obvious tactical

device to gain unilateral leverage in the upcoming London arbritration.

Defendants' Counterclaims Against Plaintiff

30. Defendants bring this Rule E(7) motion for countersecurity against the

Plaintiff based upon the loss of hire withheld and/or not paid to Defendants by BSC as a

result of Plaintiffs breaches of CharterNo.1 and the claims asserted by BSC against the

Defendants for which the Plaintiff ultimately may be held liable in the London

arbitration.

31. During the course of Charter No.1, Plaintiff wrongfully demanded that

Defendants carry out repairs, despite the fact that the Master, Plaintiffs agent and

employee, had previously accepted a payment from the Sub-Sub Charterers (Wajilam) in

full and final settlement of the alleged stevedore damage.

32. Plaintiff wrongfully demanded that Defendants carry out repairs of preexisting damage which pre-dated the operations performed during Charter Nos. 2 and 3.

33. Plaintiff wrongfully demanded the repair of minor damage which did not

affect the vessel's seaworthiness ortrading capabilities, in breach of its agreement,

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n____-.

Case 1:07-cv-03397-JGK Document 6 Filed 05/22/2007 Page 5 of 9
pursuant to Clause 32 of the charter party to hold over these minor repairs until the next

scheduled dry-docking.

34. Plaintiff wrongfully demanded the repair of "wear and tear" damage, in

breach of its agreement pursuant to clause 32 of the charter party that this would be

excluded from Charterers' responsibility.

35. Plaintiff wrongfully demanded the repair of ordinary and inevitable

damage of the type caused in the normal course of loading and discharging operations

involving log cargoes, the risk of which Owners contracted to bear when agreeing to

carry 2 cargoes oflogs during the charter period in clause 66; the Charterers being liable

pursuant to clause 32 of the charter party only for negligent cargo handling.

36. Further, and in breach of Owners' obligations under Clause 8 and/or their

implied duty to assist Charterers in the performance of their own obligations under the

charter party, the Master and/or crew not only failed to assist Defendants in carrying out

the repairs Defendants were prepared to make under reservation of their rights, but

actually obstructed Defendants' effortsto do so.

37. As a result, the Plaintiff caused and will continue to cause Defendants

damages in the following amounts:

(a) USD556,127 in hire withheld from and/or not paid to Charterers by

their Sub-Charterers, BSC, by reason of Owners' breaches of Charter (which breaches

culminated in Sub-Charterersterminating the Sub-Charter because of the Master's failure

to allow access for the repair teams);

(b) USD390,322 to cover Charterers' exposure to Sub-Charterers' own

claim brought against them ai a result of Owners'Ithe Master's actions; a claim which

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Case 1:07-cv-03397-JGK Document 6 Filed 05/22/2007 Page 6 of 9
they have sought to secure by way of a Rule B attachment now also before this Court.

(See Docket No. 07-cv-03151 (LTS» ;

(c) Estimated interest on these two principal amounts (using the same

measure adopted by Owners, 8% over 3 years) compounded at quarterly rates:

USD253,877;

(d) Costs (using the same figures adopted by Owners): USD300, 000.

TOTAL: US$1,500,326.00

WHEREFORE, Defendants/Counterclaimants pray as follows:

1. That the Court vacate Plaintiffs writ of attachment previously ordered on the

basis ofthe sufficiency of the Letter of Undertaking issued by Michael Else and

Company Limited, agents for the Charterers' P&I Club, on behalf of Defendants;

2. That the Court, in accordance with the provisions of Rule E(7), direct Plaintiff,

Deval Denizcilik Ve Ticaret A.S., to post a bond, a letter of undertaking issued by

Plaintiffs P & I Club, or other acceptable security in the usual form in the amount of

$1,500,326.00 as security to respond in damages to the claims set forth in the

Counterclaims herein;

3. That the matter be otherwise stayed pending arbitration in London;

4. That the Court enterjudgment against Plaintiff and in favor of

Defendants/Counterclaimants in the amount of any London arbitration award obtained by

Defendants/Counterclaimants against Plaintiff; plus interest, costs and attorneys' fees;

5. That such judgment be satisfied by the security posted by Plaintiff; and

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Case 1:07-cv-03397-JGK Document 6 Filed 05/22/2007 Page 7 of 9
6. That the Court grant Defendants/Counterc1aimantssuch other, further, and

different relief as may be just, proper, and equitable in the circumstances.

Dated: New York, New York

May 22, 2007

KEANE & MARLOWE

Attorneys for Defendants

Repinter International Shipping Co. S.A.

and Miachart Corporation LLC

Mary Ann C. Marlowe (MM-0723)

Christopher P. Keane (CK 4394)

197Route 18 South, Suite 3000

East Brunswick, New Jersey 08816

(732) 951-8300

300 Park Avenue - 17th Floor

New York, New York 10022

(212) 572-6210

TO: Freehill, Hogan & Mahar, LLP

Attn: Michael Unger, Esq.

Lawrency Kahn, Esq.

Attorneys for Plaintiff

Deval Shipping & Trading Co.

80 Pine Street

New York, New York 10005

(212) 425-1900

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Case 1:07-cv-03397-JGK Document 6 Filed 05/22/2007 Page 8 of 9
VERIFICATION

State of New York)

) ss.:

County of New York)

MARY ANN C. MARLOWE, being duly sworn, deposes and says:

1. I am a member of the Bar of this Honorable Court and of the firm of

Keane & Marlowe, LLP, attorneys for Defendants/Counterclaimants Repinter

International Shipping Co. S.A. and Miachart Corporation LLC, and am authorized to

make this Verification on their behalf.

2. I have read the foregoing Verified Answer and Counterclaims and the

contents thereof are true and accurate to the best of my knowledge, information and

belief.

3. The reason this Verification is made by me and not the

Defendants/Counterclaimants is that the Defendants/Counterclaimants are corporations,

none of whose officers are present in this District.

4. The source of my knowledge and belief is information and documents

furnished to me by Defendants/Counterclaimants and their English solicitors, all of which

I believe to be true and accurate.

Sworn to before me this

ddlt.9- day of May 2007

l~r-C~CQ~k(?~

Notary Public ' 6

CHRISTOPHER P. KEANEJR.

NOTARY PUBLIC STATE OF lJEW YORK

NO. 02KE504610~

QUALIFIED IN NEW YORK COUNTY

COMMISSION EXPIRES JULY 3 r 0 [) 7

'"

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