Attached files
| file | filename |
|---|---|
| 8-K - PRESS RELEASE 1/7/10 - TBS INTERNATIONAL LTD | press_release010710.htm |
| EX-10.2 - DEED POLL OF INDEMNITY - TBS INTERNATIONAL LTD | ex_10-2.htm |
| EX-99.1 - PRESS RELEASE 1/7/10 - TBS INTERNATIONAL LTD | press_release0107.htm |
Exhibit
10.1
DEED POLL INDEMNITY
This Deed
Poll is made on 16 December 2009 by TBS INTERNATIONAL LIMITED, a
company established in Bermuda having its registered office at Commerce
Building, Chancery Lane, Hamilton HM12, Bermuda (the “Indemnitor”), in respect of
each director, secretary and officer (excluding auditors) (the “Covered Persons”) of TBS
International plc (“TBS
plc”), a company established in Ireland with registered number 476578
having its registered office at Arthur Cox Building, Earlsfort Terrace, Dublin
2, Ireland.
THIS
DEED POLL PROVIDES AS FOLLOWS:
The
Indemnitor hereby declares, undertakes and agrees as follows:
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1.
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Each
Covered Person for the time being acting in relation to any of the affairs
of TBS plc, any subsidiary of TBS plc, any entity controlled by TBS plc or
any joint venture in which TBS plc is a participant (each a “TBS Company”) and to his
heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Indemnitor from and against all actions,
costs, charges, losses, damages and expenses which any Covered Person, his
heirs, executors or administrators, shall or may incur or sustain by or by
reason of any act done, concurred in or omitted in or about the execution
of his duty, or supposed duty, or in his offices or trusts, and no Covered
Person shall be answerable to the Indemnitor for, and the Indemnitor shall
indemnify and secure harmless each Covered Person against, the acts,
receipts, neglects or defaults of the other Covered Persons or for joining
in any receipts for the sake of conformity or for any bankers or other
persons with whom any moneys or effects belonging to a TBS Company shall
or may be lodged or deposited for safe custody, or for insufficiency or
deficiency of any security upon which any monies of or belonging to a TBS
Company shall be placed out on or invested, or for any other loss,
misfortune or damage which may happen in the execution of his respective
offices or trusts, or in relation thereto, provided that this indemnity
shall not extend to any matter in respect of any fraud or dishonesty which
may attach to such Covered Person.
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2.
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The
Indemnitor agrees to waive any claim or right of action it might have
against any Covered Person on account of any action taken by such Covered
Person, or the failure of such Covered Person to take any action in the
performance of his duties with or for a TBS Company or the Indemnitor,
provided that such waiver shall not extend to any matter in respect of
which any fraud or dishonesty which may attach to such Covered
Person.
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3.
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The
rights granted to the Covered Persons and their heirs, executors or
administrators under this Deed Poll shall be a contract right and as such
shall run for the benefit of each Covered Person and his heirs, executors
and administrators.
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4.
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No
Covered Person may assign its rights, interests or obligations under this
Deed Poll to any other person (except by operation of law) without the
prior written consent of the
Indemnitor.
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5.
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The
Indemnitor may amend or terminate this Deed Poll at any time provided that
any amendment or termination of this Deed Poll shall be prospective only
and shall not limit the rights of any Covered Person or the obligations of
the Indemnitor with respect to any claim arising from or related to any
action indemnified pursuant to clause 1 of this Deed Poll taken by a
Covered Person prior to such amendment or
termination.
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6.
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All
notices or demands on the Indemnitor shall be deemed effective when
received, shall be in writing and shall be delivered by hand or by
registered mail, or by facsimile transmission promptly confirmed by
registered mail, addressed to the Indemnitor
at:
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For the
attention of: Ferdinand V. Lepere
c/o TBS
Shipping Services Inc.
612 E.
Grassy Sprain Road
Yonkers
NY 10710
USA
Facsimile:
914-961-2286
or to
such other address or fax number as the Indemnitor shall have notified the
Covered Persons in a written notice delivered to the Covered Persons at the
addresses or facsimile number specified in the Indemnitor records.
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7.
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This
Deed Poll shall remain in full force and effect and shall be binding on
the Indemnitor, its successors and assigns until all of the obligations in
this Deed Poll have been satisfied in
full.
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8.
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The
obligations under this Deed Poll may, at the option of the Indemnitor, be
assigned or transferred to, or assumed by, a successor company of the
Indemnitor (whether by merger, consolidation, scheme of arrangement or
amalgamation or otherwise), a parent company of the Indemnitor or a
company to which all or substantially all of the assets and business of
the Indemnitor are transferred.
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9.
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This
Deed Poll of Indemnity shall be governed and construed in accordance with
the laws of the State of New York.
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IN WITNESS OF WHICH this Deed
Poll has been executed as a deed poll by the Indemnitor on the date first above
written.
GIVEN
under the common seal of
TBS
INTERNATIONAL LIMITED
/s/ Ferdinand V.
Lepere
Name: Ferdinand V.
Lepere
Title:
Chief Financial Officer