Contract
EXHIBIT
10.33
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MEMORANDUM
OF AGREEMENT
Dated:
26
October 2007
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Norwegian
Shipbrokers’ Association’s
Memo-
randum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name:
SALEFORM
1993
Revised
1966, 1983 and 1986-87.
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Songa
Shipping Pte Ltd. of Xxx Xxxxxxx Xxxxxx, 00-00 XxxXxxxx Xxxxx, Xxxxxxxxx 000000
hereinafter
called the Sellers, have agreed to sell, and Maxdodeka
Shipping Corporation of 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, always to be fully
guaranteed by Safety Management Overseas S.
A. of Panama
hereinafter
called the Buyers, have agreed to buy
Name:
Hull
No. 1039
Classification
Society/Class: Lloyd’s
Register of Shipping /LRS: +100A1 Bulk Carrier, BC-A, CSR, Holds
No. 2, 4 and 6 may be empty, ESP, LI, *IWS, ShipRight(CM), strengthened for
regular discharge
by heavy grabs (20MT), +LMC, UMS with desriptive notes
“Pt. Ht.”
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Built:
expected
on or before 31 July
2009 |
By:
Sungdong
Shipyard & Marine Engineering Co., Ltd. of Korea
and Sungdong Heavy Industries Co., Ltd. of Korea
(together
the “Builders” and each a “Builder”)
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Flag:
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Place
of Registration: see
clause 8 hereof
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Call
Sign: n/a,
see clause 8 hereof
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Grt/Nrt:
In accordance with the
Specifications
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IMO
Number: n/a,
see clause 8 hereof
hereinafter
called the Vessel, on the following terms and conditions:
Definitions
“Banking
days” are days on which banks are open both in the country of the currency
stipulated
for the Purchase Price in Clause 1
and in
the place of closing stipulated in Clause 8
and
where
a
payment is to be made under this Agreement.
“In
writing” or “written” means a letter handed over from the Sellers to the Buyers
or vice versa, a
registered letter, telex, telefax or other modern form of written communication.
“Classification
Society” or “Class” means the Society referred to in line 4.
“Shipbuilding
Contract” means the shipbuilding contract dated 5 December 2006 made
between
the Builder and the Sellers in connection with the construction of the Vessel
by
the Builder
and its purchase by the Sellers, a copy of which contract is attached hereto
as
Appendix A.
“Shipyard”
means the Builders’ facilities where the Vessel is being built and which are
located at
Korea.
“Specifications”
means the specifications and plans to the Shipbuilding Contract, a copy of
which
specifications and plans are attached hereto as Appendix “B”.
“United
States Dollars” and “US$” means the lawful currency of the United States of
America at any
relevant time.
| 1. |
Purchase
Price
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US$73,500,000.00
(United States Dollars Seventy Three Million Five Hundred Thousand) plus any
adjustments as provided in Clause 19 (in respects of amendments to
Specifications not exceeding in aggregate US$150,000) hereof minus any
adjustments as provided in Clause 22 hereof
| 2. |
Deposit
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As
security for the correct fulfilment of this Agreement the Buyers shall pay
a
deposit in the amount of US$14,700,000
within
three
(3) Banking
days from the date this
This
document is a computer generated SALEFORM 1993 form printed by authority
of the
Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer generated
document.
Agreement
is signed by both parties hereto over the fax or attachments via email. This
deposit shall be placed with Nordea
Bank Finland plc., Singapore Branch. Account number 503612 in
the name
of “Songa Shipping Pte Ltd/Maxdodeka Shipping Corporation or its nominee”.
SWIFT: NDEASGSG and correspondent bank is XX Xxxxxx Xxxxx Bank, New York. SWIFT:
XXXXXX00.
and
held
by them in an interest bearing joint account for the Sellers and the Buyers,
to
be released in accordance with joint written instructions of the Sellers and
the
Buyers. Accrued interest, to be credited to the Buyers. Any fee charged for
holding the said deposit shall be borne equally by the Sellers and the Buyers.
| 3. |
Payment
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The
remaining of the said Purchase Price and any other monies payable by the Buyers
to the Sellers under this Agreement shall be paid in full free of bank charges
to Nordea
Bank Finland plc.,
Singapore Branch. Account number 0000000000 in the name of “Songa Shipping Pte
Ltd”. SWIFT: NDEASGSG and correspondent bank is XX Xxxxxx Chase Bank, New York.
SWIFT: XXXXXX00.
on
delivery of the Vessel, but not later than 3 Banking
days after the Vessel is in every respect physically ready for delivery in
accordance with the terms and conditions of this Agreement and Notice of
Readiness has been given in accordance with Clause 5.
| 4. |
Inspections
(See Clause 20)
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| 5. |
Notices,
time and place of delivery (See also Clause 18)
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a)
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The
Sellers shall keep the Buyers regularly posted with regards to the
estimated time of delivery of the Vessel and
shall
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provide
the Buyers with 30,
21, 15, 10, 5,
and 3 days
approximate notice and 1 day’s definite notice there of
When
the Vessel is in every respect ready for delivery in accordance with
this
Agreement, the Sellers shall give the Buyers a written Notice of
Readiness
for delivery of the Vessel. Sellers to keep Buyers informed about
the
Vessel’s building schedule and progress of all major construction stages,
such as Steel Cutting, Keel Laying, Launching and delivery date,
until the
Vessel is completed.
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The
Vessel will be delivered to the Buyers immediately and as soon as
practical after the Vessel has been delivered from the shipyard to
the
Seller, the Sellers to have the option to register the Vessel in
their
registry under the name given by the Buyers prior to transferring
the
vessel to the Buyers under this Memorandum of
Agreeement.
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b)
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Subject
to the Vessel having completed her sea trial in accordance with
the
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Shipbuilding
Contract and the Specifications,
the Vessel shall be delivered and taken over safely afloat at a safe
and
accessible berth or safe anchorage alongside
the pier or the anchorage at the
Shipyard.
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in
the
Sellers’ option.
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Expected
time of delivery: As
per the Shipbuilding Contract on or before 31 July
2009.
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Date
of cancelling (see and clause 14):
means
either of the dates on which
the Sellers, but for Clause 23 hereof, could terminate the
Shipbuilding Contract either pursuant to Article III of the
Shipbuilding Contract or Article VIII of the Shipbuilding
Contract.
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d)
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Should
the Vessel become an actual, constructive or compromised total loss
before
delivery The deposit together with interest earned shall be released
immediately to the Buyers whereafter this Agreement shall be null
and
void.
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| 6. |
Drydocking/Divers
Inspection
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| 7. |
Spares/bunkers,
etc.
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The
Sellers shall deliver the Vessel to the Buyers with everything belonging to
her
on board and on Shore. Unused
stores and provisions shall be included in the sale and be taken over by the
Buyers without extra payment
if the same are supplied by
the Builders under the Shipbuilding Contract or the Specifications. Spare parts
shall be in accordance with the requirements of the
Specification.
Upon
signing this Agreement, the Sellers shall provide to the Buyers copies of all
plans/drawings of this Vessel such as Capacity Plan, Midship Section Plan,
General Arrangement
Plan,
Stability Booklet, Loading Manual, Mooring Plan, Accommodation Plan and other
plans/drawings provided the same have been given from the Builder to the Sellers
at same time or, otherwise, whenever made available to the Sellers by the
Builder.
Buyers
to take over and pay extra for all unused luboils (in storage
tanks and
sealed drums) and pay the current net market price (including delivery charges,
if any) at the port and date of delivery of the Vessel. Bunkers which on board
the Vessel at the time of delivery to be taken over by Buyers at Sellers’ net
paid prices as evidenced by invoices from the Shipyard to
Sellers.
| 8. |
Documentation
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The
place
of closing: London,
Oslo or Singapore in Sellers option
In
exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
with delivery Documents , namely:
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a)
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Four
original legal
Bills of Sale in a form recordable in
(the
port and the country in which the
Buyers are to
register the Vessel) and which the Buyers should nominate at least
30
running days prior
to the delivery of the Vessel, warranting that the Vessel is free
from all
charters, encumbrances,
mortgages and maritime liens or any other taxes, debts or claims
whatsoever, duly notarially attested and legalized by the consul
of such
country or other competent authority.
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b)
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All
documents to be delivered to the Sellers by the Builders pursuant
to
Article VII.3 of the
Shipbuilding Contract, including the documents called “Xxxx of Sale” and
“Builder’s Certificate”
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c)
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Any
such additional documents as may reasonably be required by the competent
authorities for the purpose of registering the
Vessel.
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At
the
time of delivery the Buyers and Sellers shall sign and deliver to each other
a
Protocol of Delivery and Acceptance confirming the date and time of delivery
of
the Vessel from the Sellers to the Buyers.
At
the
time of delivery the Sellers shall hand to the Buyers the classification
certificate(s) as well as all plans etc., relating to the Vessel and her
equipment whether or not the same are on board the Vessel provided that the
same
have been delivered to the Sellers by the Builders. Other certificates wheter
or
not the same are on board the Vessel shall also be handed over to the Buyers
unless the Sellers are required to retain same, in which case the Buyers to
have
the right to take copies provided same have been delivered to the Sellers by
the
Builder. Other technical documentation which may be in the Sellers’ possession
(including the Specifications, the Vessel’s shipbuilding plan and drawings,
equipment manuals, sea trial records major issues discussed between
Builders/Sellers
and/or classification society as from the date of this MOA/contract to be copied
to Buyers. Failing to provide, same no to be considered as a breach of this
contract) shall be promptly forwarded to the Buyers at their expense, The
Sellers shall also deliver to the Buyers on delivery of the Vessel to the Buyers
under this Agreement the Ship replica model to be delivered to the Sellers
by
the Builders pursuant to Article XXI of the Shipbuilding Contract. Buyers
shall not pay for the model.
| 9. |
Encumbrances
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The
Sellers warrant that the Vessel, at the time of delivery, is free from all
charters, encumbrances, mortgages and maritime liens or any other debts, taxes
or claims whatsoever. The Sellers hereby undertake to indemnify the Buyers
against all consequences of claims made against the Vessel which have been
incurred prior to the time of delivery.
| 10. |
Taxes,
etc.
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Subject
to Clause 8 hereof, any taxes, fees and expenses in connection with the
purchase and registration under the Buyers’ flag and similar charges payable by
the Sellers under the Shipbuilding Contract in connection with the construction
and/or delivery of the Vessel to the Sellers by the Builder shall be Buyers
account.
| 11. |
Condition
on delivery
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The
Vessel with everything belonging to her shall be at the Sellers’ risk and
expense until she is delivered to the Buyers, but subject to the terms and
conditions of this Agreement she shall be delivered and taken over in brand
new
condition as is at the time of delivery of the Vessel to the Sellers by the
Builder and always in accordance with the terms of this Agreement, the
Shipbuilding Contract and Specifications and otherwise in accordance with
Clause 19.
Furthermore,
the Vessel shall be delivered with her class maintained without
condition/recommendation*, save in respect of Classification Society
requirements which customarily apply to newbuilding vessels on delivery and
which can only be satisfied post delivery, free of damage affecting the Vessel’s
class, and with her classification certificates and national and international
trading certificates issued, as well as all other certificates the Vessel had
at
the time of delivery from the Builder, valid and unextended for a minimum period
customarily issued by Classification Society or the relevant authorities at
the
time of delivery provided that the Buyers shall accept the interim/ short
term/provisional certificates as issued by the Classification Society and/or
the
other applicable authorities at the time of delivery of the Vessel from the
Builder to the Sellers. Buyers shall deal directly with the Classification
Society for full term certificates after delivery of the Vessel.
| 12. |
Name/markings
(See Clause24)
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| 13. |
Buyers’
default
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Should
the 20 per cent deposit not be paid in accordance with Clause
2
hereof,
the Sellers have the right to cancel this Agreement, and they shall be entitled
to claim compensation for their losses and for all expenses Incurred together
with interest.
Should
the Purchase Price not be paid in accordance with Clause
3
hereof,
the Sellers have the right to cancel the Agreement, in which case the deposit
together with interest earned shall be released to the Sellers. If the 20 per
cent deposit does not cover their loss, the Sellers shall be entitled to claim
further compensation for their losses and for all expenses incurred together
with interest.
| 14. |
Sellers’
default
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Should
the Sellers fail to give Notice of Readiness in accordance with Clause
5
a)
or fail
to be ready to validly complete a legal transfer by the date stipulated in
line
61
or
should the Sellers be in breach of any of their obligations under Clause 18
hereof the Buyers shall have the option of cancelling this Agreement provided
always that the Sellers shall be granted a maximum of 3 banking days after
Notice of Readiness has been given to make arrangements for the documentation
set out in Clause
8.
If
after Notice of Readiness has been given but before the Buyers have taken
delivery, the Vessel ceases to be ready for delivery and is not made ready
again
in every respect by the date stipulated in line
61
and new
Notice of Readiness given, the Buyers shall retain their option to cancel.
In
the event that the Buyers elect to cancel this Agreement the 20 per cent deposit
together with interest earned shall be released to them
immediately.
Should
the Sellers fail to give Notice of Readiness by the date stipulated in
line
61
or fail
to be ready to validly complete a legal transfer as aforesaid they shall make
due compensation to the Buyers for their loss and for all expenses together
with
interest if their failure is due to proven negligence and whether or not the
Buyers cancel this Agreement.
| 15. |
Buyers’
representatives (see also Clause 17 hereof)
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| 16. |
Arbitration
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a)*
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This
Agreement shall be governed by and construed in accordance with English
law and any dispute arising out of this Agreement shall be referred
to
arbitration in London in accordance with the Arbitration Act 1996
or any
statutory modification or re-enactment thereof for the time being
in
force, one arbitrator being appointed by each party. On the receipt
by one
party of the nomination in writing of the other party’s arbitrator, that
party shall appoint their arbitrator within fourteen days, failing
which
the decision of the single arbitrator appointed shall apply. If two
arbitrators are properly appointed they shall in turn appoint a third
arbitrator and the three arbitrators will be deciding by majority
and
their majority decision shall be final. In the event the two arbitrators
appointed by the parties hereto fail agree on the appointment of
the third
arbitrator then the President of the Lloyds Maritime Arbitration
Association at the relevant time shall be asked by either party to
appoint
the third arbitrator.
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No
term
of this Agreement shall be enforceable under the Contracts (Rights of Third
Parties) Xxx 0000 by a person who is not a party to this Agreement.
Clauses
17 – 26 hereto, inclusive, as attached, shall be deemed incorporated and
considered integral part of this Agreement.
ADDITIONAL
CLAUSES 17 – 26
TO
THE MEMORANDUM OF AGREEMENT DATED 26 OCTOBER 2007
IN
RESPECT OF XXXXXXXX XXXX NO 1039
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17.
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Supervision
and plan approval during construction of the Vessel to be carried
out by
Sellers. Buyers to have the right to use one observer for this as
for the
Hull 1050, i.e only one observer for both Hull 1039 and Hull 1050
at
Sungdong Shipyard immediately after the Keelaying of the Vessel.
This
observer is to form part of the Sellers’ supervision team but all costs
connected with their stay at the Shipyard are to be for the Buyers’
account. This observer shall have no authority in the construction,
drawing approval and shall only liaise/communicate with Sellers’
supervision team and not the Shipyard directly, Office facilities
with
phone, fax, e-mail to be provided by Sellers within Sellers’ supervision
team site office, all direct costs associated with Buyers’ observers’ use
of these offices to be for Buyers’
account.
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The
Buyers’ observer shall not have any direct contact with the Shipyard whatsoever.
Any questions or comments shall be addressed in writing to Sellers’
representative at the Shipyard who will receive all written comments/questions
from the Buyers. The Sellers’ representatives shall forward all of the Buyers’
comments/questions to the Shipyard but the Shipyard is not obliged to comply
with all demands. This paragraph is fundamental for this Contract.
If
for
any reason whatsoever the Sellers are not satisfied with the conduct of the
Buyers’ observer or such observer act in contravention of the provisions herein,
the Sellers may request the substitution of such observer and the Buyers must
comply with such request.
In
addition to the observer the Buyers shall have the right to have, at their
risk
and expense, two (2) members of the crew joining the Vessel’s construction on
the earliest of (i) the date sea trials are to commence and (ii) the date
falling 21 days prior to the Vessel being delivered to the Sellers under the
Shipbuilding Contract. The Buyers’ crew shall join the Vessel for
familiarisation purposes and shall not interfere with the Vessel’s operation,
sea trials or building schedule and shall sign the Builders’ indemnity letter
prior to their embarkation on board the Vessel.
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18.
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With
effect from the delivery of the Vessel under this Agreement, the
Sellers
undertake to assign to the Buyers all their rights, interest and
title a)
under the relevant article of the Shipbuilding Contract dealing with
the
Vessel’s so called warranty of quality, b) in any claims made thereunder
outstanding at the time of such assignment, and c) under any other
suppliers’ or equipment manufaturers’ warranties that are available to the
Sellers, such assignments being subject to the consent of the Builder
and
such other suppliers. The assignment of the rights described above
shall
be effected by a) the Sellers executing a deed in a form acceptable
to the
Buyers and b) the Builder, or such other relevant supplier or manufacturer
countersigning a Notice of Assignment again in a form acceptable
to the
Buyers, such notice to be duly executed, provided, however, that
in the
event that the Builder or any supplier or manufacturer, does not
consent
to the assignment of the relevant warranty, the Sellers hereby further
undertake to act as the agent of the Buyers in raising, handling
and
closing any claims that the Buyers may want to raise under the said
warranty always following the instructions of the Buyers. The Sellers
shall not refuse any request by the Buyers to raise a claim under
the said
warranty of quality on the understanding that the Sellers shall not
be
liable to meet a claim if there is a failure to recover the same
from the
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Builder,
or as the case may be, the relevant supplier or manufacturer, provided, however,
that the Sellers shall, on the request of the Buyers, commence legal proceedings
against the Builder, or the supplier or manufacturer in connection with any
disputed or non-recoverable claim made under the relevant warranty. The Sellers
will draft the deed of assignment which is subject to Buyers’ approval, but such
approval not to be unreasonably withheld.
The
Vessel shall be delivered to the Buyers only once she is in all respects ready
in accordance with the Shipbuilding Contract and Specification. However, the
Buyers shall accept the Vessel if the Sellers are obliged to take delivery
of
the Vessel under the Shipbuilding Contract, Article III always with the
provision that any liquidated damages are transferred to the benefit of the
Buyers.
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19.
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The
Vessel shall be delivered to the Sellers in accordance with the
Shipbuilding Contract and the Specifications, as these may be amended
and/or supplemented from time to time in accordance with the provisions
of
this Clause.
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The
Sellers undertake that following the date of this Agreement and until delivery
of the Vessel to the Buyers under this Agreement, they will not, without the
previous written consent of the Buyers: (a) other than as may be allowed by
the
proviso hereto, agree any amendments, supplements or changes whatsoever to
the
Shipbuilding Contract, the Specifications (whether or not the said amendments,
supplements or changes are necessitated by change in Classification Society
rules and regulations) or any other document relating to the construction of
the
Vessel; (b) release the Builders from any of their obligations under the
Shipbuilding Contract or the Specifications or, waive any breach of any of
the
Builders’ obligations under the Shipbuilding Contract or the Specifications, (c)
consent to any such act or omission of the Builders or, as the case may be,
the
Intermediate Seller as would otherwise constitute such breach; (d) grant any
consent that the Sellers are allowed to grant under the Shipbuilding Contract
in
accordance with its terms and (e) terminate the Shipbuilding Contract for any
reason whatsoever other than in accordance with Clause 23 hereof, PROVIDED
HOWEVER, that in case of any questions arising as regards the Specifications
and
their application which result in amendments, supplements or changes whatsoever
to the Shipbuilding Contract or the Specifications, the Sellers shall have
the
right to agree to any such amendments not exceeding in aggregate until the
date
of delivery of the Vessel under this Agreement the total amount of USD150,000.-
for Buyers’ account without the need to obtain the Buyers consent in relation
thereto.
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20.
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The
Buyers have received and approved the Specifications, the Makers
List and
the Shipbuilding Contract, and therefore this Sale is outright and
definite, subject only to the terms and conditions of this
Agreement.
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21.
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The
Buyers shall have the right to assign as security any of their rights
under this Agreement to a bank or other financial institution providing
the Buyers with finance in relation to the acquisition of the
Vessel.
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22.
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To
the extent that the Sellers for any reason whatsoever receive the
benefit
of a reduction (the “reduction”)
in the purchase price to be paid by them under the Shipbuilding Contract,
then the Buyers would automatically be entitled to receive, in the
Buyer’s
option, either a reduction in the Purchase Price or a lump sum payment
by
the Sellers to the Buyers on delivery of the Vessel under this Agreement,
in either case equal to the amount of the
reduction.
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23.
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If
for any reason whatsoever the Seller become entitled under the
Shipbuilding Contract to terminate the Shipbuilding Contract or to
reject
the Vessel, then the Sellers shall,
before
|
exercising
such right of termination or rejection, advise in writing the Buyers of the
existence thereof and shall act in relation to the said right(s) in accordance
with the Buyers’ instructions. Within four (4) calendar days from receiving such
advice the Buyers shall in turn advise the Sellers in writing:
| (a) |
if
they wish the relevant agreement to be terminated or, as the case
may be,
the Vessel to be rejected. Upon such notice being given the deposit
together with the interest earned shall be released immediately to
the
Buyers after which this Agreement shall be null and void;
or
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| (b) |
if
they do not wish the relevant agreement to be terminated or, as the
case
may be, the Vessel to be rejected, of the terms, if any, upon which
the
Buyers will be willing for the Sellers to continue the Shipbuilding
Contract or accept the Vessel. Upon receipt by the Sellers of the
said
notice and depending on the instructions contained therein, the Sellers
would either (i) if the Buyers have given instructions to negotiate
terms,
negotiate the terms on which delivery of the Vessel would be taken
or the
Shipbuilding Contract would be continued or (ii) if there are no
instructions to negotiate terms but merely instrctions to continue,
unconditionally continue the Shipbuilding Contract, take delivery
of the
Vessel and deliver the Vessel to the Buyers. In the event that the
Builders do not agree to the terms requested by the Buyers in their
notice
to the Sellers, then the Sellers, having first obtained the Buyers’ prior
written consent, shall be entitled to terminate the Shipbuilding
Contract,
or, as the case may be, reject the Vessel whereupon the provisions
of
sub-paragraph (a) shall apply.
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24
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Subject
to the Builders’ concent it is hereby agreed that it will be for the
Buyers and not for the Sellers to provide the marking of the Vessel
and
Sellers agree, subject to receiving adequate notice, that they will
pass
the Buyers’ proposed markings to the Builders and arrange that the same is
imprinted by the Builders on the Vessel’s hull, funnel and on the Vessel’s
papers. To the extent the Builders require any additional payment
for
making such imprints, then such payment shall be for the Buyers’
account.
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25
|
The
Sellers undertake only on Major issues to provide the Buyers with
copy of
important matters in connection with the Shipbuilding Contract. Failure
to
provide such documentation shall not be considered a breach of this
Memorandum of Agreement.
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26
|
Any
and all notices and communications in connection with this Agreement
shall
be in English and addressed as
follos:
|
if
to the
Buyers at:
c/o
Safety Management Overseas S.A.
32 K. Xxxxxxxxx Xxxxxx
32 K. Xxxxxxxxx Xxxxxx
000
00
Xxxxx
Xxxxxx
Xxxxxx
Fax
number: x00
000
000 0000
Attn.: Xx. Xxxxxx X. Xxxxxxxx
Attn.: Xx. Xxxxxx X. Xxxxxxxx
if
to the
Sellers to:
c/o
Songa
Shipping Pte Ltd.
of
Xxx
Xxxxxxx Xxxxxx
00-00
Xxxxxxxx Xxxxx
Xxxxxxxxx
000000
Fax
number: x00-0000
0000
Tel
number: x00-0000
0000
Attn.: Xxxxxx
Xxxxxxxx
Or
to
such other address or facsimile number as the relevant party may advise the
other party in writing at any relevant time.
IN
WITNESS WHEREOF
the
parties hereto have caused this Agreement to be duly executed on the day and
year first written above.
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The
Sellers:
Songa Shipping Pte Ltd. Of Xxx Xxxxxxx Xxxxxx, 00-00 Xxxxxxxx Xxxxx Xxxxxxxxx 000000 |
The
Buyers:
Maxdodeka Shipping Corporation of 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx always to be fully guaranteed by Safety Management Overseas S.A. of Panama |
|
/s/
Xxxxxx Xxxxxxxx
|
/s/
Xxxxxx Xxxxxxxxxxxx
|
|
|
XXXXXX
XXXXXXXX
Attorney-in-fact
|
XXXXXX
XXXXXXXXXXXX
Attorney-in-fact |
