MV Regal Empress , TSS Olympia - MEMORANDUM OF AGREEMENT

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MV Regal Empress

ex T.S.S. Olympia

MV Regal Empress, ex TSS Olympia

Photographer unknown – See photo notes at bottom of page

Below you will find a Memorandum of Agreement that was drawn up in January 2005 between Senator Leonidas Raptakis and an advisor to the Greek Merchant Marine Ministry, Mr. Manolis Alifierakis who had reached an agreement with Regal Empress’ owners Celebration World Cruises, Inc.

Mr. Manolis Alifierakis was appointed by Mr. Manolis Kefaloyiannis the Greek Minister of Mercantile Marine as the official coordinator of the Olympia Conservation Campaign in Greece. Whilst I was in Athens in March 2005 I met Mr. Manolis Alifierakis and all seemed to be at full steam ahead and I was taken to the proposed location for the Olympia at Faliron Harbour. She will be berthed alongside then 95 year old Battleship G. Averof. SS Olympia would serve as a maritime museum, highlighting the Greek passenger liners of yesteryear. Although, I found that their plans should be grander and keep her in her home port of Piraeus as a Hotel, Restaurant complex, Tourist Centre and Greek Maritime Museum, located in a place where she would make a far greater income! It was something that would be thought about, considering what was happening with the SS Rotterdam. However, with the negotiations going so well I was given a copy of the memorandum which I have now decided to publish below.

However, as we all now know, Senator Leonidas Raptakis decided to turn TRAITOR and decided instead dump the idea of saving the great TSS Olympia and instead save a Liberty ship, which in reality was of no great importance to the Greeks, yet the American’s were fighting him to keep her in America, but he was more interested in his own political Greek/American interests!. The LIberty ship arrived in Greece on January 11, 2009. Many Greeks wrote mew stating that this ship had no association with Greece whatsoever! Yes, they told me that America provided Greece with a good number of Liberty and Victory ships after the War to replenish lost ships and they became cargo vessels, however all these ships were sold to be broken up as they were considered as unimportant to Greece, and they were quite right! To America, these ships are of a great importance! That is why there were other American Naval groups attempting to obtain her and they were in strong disagreement with Raptakis and I can tell you that they said some very harsh words about him online, for he was “stealing an American ship from Americans on behalf of the Greeks.” And they are right; she should have been preserved in America like several of her sisters, which have become great examples of their kind as well as profit making vessels!

However, the memorandum above proves that Senator Leonidas Raptakis for his own political expediency dropped the ex TSS Olympia and went for the cheaper and an easy ship to obtain, this being the Arthur M Huddell, which has now been renamed the Hellas Liberty and has in fact been stolen from her American enthusiasts who greatly desired to restore her!

Obviously it should have been the ex TSS Olympia, the Regal Empress heading home for Greece for that is where she belongs, and State Senator Leonidas Raptakis betrayed and desperately failed this ship for his own political gain, but what’s new he is a politician and they can never be trusted! Like 99.9% of politician’s you consider your political popularity first and foremost and you work it like a pro, both in the your state and in the United States and he conned the local Greeks, who thought that he was doing something great, but in fact he was deceiving them, for he was allowing their greatest ever passenger liner to be scrapped! Frankly Raptakis you should have been an actor they are also good at pretend!

MEMORANDUM OF AGREEMENT

(The Memorandum page has been changed from a Word Page to a Webpage format)

This AGREEMENT, dated December 27, 2004, by and between Celebration World Cruises, Inc., a Bahamian corporation ("Celebration") and the Hellenic Republic Ministry of Merchantile Marine, a governmental agency of Hellenic Republic a/k/a Greece (the "Ministry"),

RECITALS

A. Celebration owns a vessel called the REGAL EXPRESS ex OLYMPIA (the "Vessel"), which Vessel was built in 1953 in Scotland and is 610 feet in length, has a gross tonnage of 21,909, and uses shore call sign C62W2; and,

B. Celebration has no present intention to sell or offer the Vessel for sale to third parties, but may decide to do so in the future; and,

C. The Ministry would desire to purchase the Vessel at such time as Celebration decides to offer the Vessel for sale to third parties.

For and in consideration of the payment by the Ministry to Celebration of the sum of One Hundred Thousand Dollars ($100,000.00) (“Reservation Fee”), to be added which will be held in an interest accruing escrow account, and other good and valuable consideration, the receipt and adequacy of which are acknowledged by the parties, Celebration and the Ministry agree to the following Agreements. In the event the Ministry purchases the Vessel at some later date, the Reservation Fee shall be applied and credited to the purchase price to be paid by the Ministry to Celebration. The Ministry further acknowledges and agrees that the Reservation Fee is and shall considered fully earned by Celebration upon the mutual execution of this Agreement and may be retained and kept by Celebration, whether or not Celebration decides to sell or offer the Vessel for sale or whether or not the vessel is lost during the term of this Agreement.

To be replaced by:

If Celebration decides not to sell or offer the Vessel for sale or the vessel is lost during the term of this Agreement the reservation fee of $100,000 including earned interest will be refunded in full to the Ministry.

AGREEMENTS

1. RECITALS. The above Recitals are true and correct in each and every respect.

2. DURATION AND TERM OF AGREEMENT. This Agreement shall remain in full force and effect for a period of the duration of ownership, after which all rights and obligations of both parties shall cease and terminate, and Celebration may thereafter sell or offer for sale the Vessel to third parties without notice to the Ministry.

3. NOTICE OF INTENTION TO SELL. At such time as Celebration decides to sell or offer the Vessel for sale to third parties, Celebration shall notify the Ministry in writing of its intention to do so. Such written notice ("Initial Notice") shall be provided to the Ministry at the address and in the manner set forth herein below in Section 13.

4. INITIAL PROPOSAL. Upon its receipt of such Initial Notice, the Ministry shall take whatever steps it deems appropriate in order to, within thirty (30) days of its receipt of the Initial Notice, submit to Celebration a proposal for the purchase of the Vessel ("Initial Proposal"). The Initial Proposal shall be in the form of a "Letter of Intent", and shall include without limitation, the Ministry’s proposed purchase price for the Vessel ("Purchase Price"), terms of financing, if any, and the proposed date by which the Ministry intends to complete the purchase of the Vessel ("Purchase Date"), which Purchase Date shall be no earlier than thirty (30) days from the date of the Initial Proposal and no later than ninety (90) days from the date of the Initial Proposal. If the Purchase Price offered by the Ministry is acceptable to Celebration, in Celebration’s sole discretion, it shall so inform the Ministry in writing within fifteen (15) days of its receipt of the Initial Proposal. If Celebration accepts the Ministry’s Initial Proposal, the Ministry shall, within ten (10) days of the Ministry’s receipt of written notification from Celebration to that effect, submit a formal written offer to purchase the Vessel containing the same terms and conditions as set forth in the Letter of Intent. If the Initial Proposal is unacceptable to Celebration, Celebration shall so inform the Ministry within the same fifteen (15) day period, and may thereafter commence to offer the Vessel for sale to third parties.

5. RIGHT OF LAST BID. At such time as Celebration receives a firm offer ("Purchase Offer") from a third party purchaser ("Vessel Bidder"), upon receipt of such Purchase, Celebration shall provide written notice to the Ministry, together with a copy of the Purchase Offer, and the Ministry shall have a period of thirty (30) days within which to advise Celebration that it wishes to purchase the Vessel at the same price and upon the same terms set forth in the Purchase Offer. The Ministry shall be obligated to close on the purchase of the Vessel within the time frame set forth in the Purchase Offer.

6. AS-IS PURCHASE. In the event the Ministry elects to exercise its right to purchase the Vessel ("Right of Last Bid"), it is understood and agreed that it shall purchase the Vessel in its "as-is, where-is" condition, with all faults. Celebration shall be under no obligation to make any repairs to or conduct any additional maintenance with respect to the Vessel.

Sea worthiness of the Ship HAS TO BE MENTIONED, as well as that the ship will be delivered as it is on the date of signature of the Memorandum.

7. SUBORDINATION. All of the Ministry’s rights to purchase the Vessel are subject to the rights of existing and future mortgagees and lienholders, and if this Agreement violates any provisions contained in any of Celebration’s mortgage or loan agreements, then this Agreement shall be null and void ab initio. The Ministry’s rights hereunder are subordinate in dignity to the rights of any such mortgagee or lienholder, which subordination shall be self-executing; however, if written acknowledgment is required by any of the existing mortgagees or lienholders, the Ministry shall cooperate and deliver such subordination agreement, if any be required, to Celebration or its mortgagee or lienholder.

8. DISCLOSURES: THE MINISTRY ACKNOWLEDGES AND RECOGNIZES THAT, AS PART OF MAKING THIS CONTRACT, CELEBRATION HAS MADE NO DISCLOSURES, REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE VESSEL EXPRESSED OR LIMITED, INCLUDING WARRANTIES OF FTINESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, OTHER THAN AS SET FORTH IN PARAGRAPH 9 BELOW.

9. CELEBRATION REPRESENTATIONS: Celebration makes the following representations to Ministry (which shall survive the Closing Date for a period of one (1) year):

A. Authority : Celebration has the lawful right, power, authority and capacity to consummate the transaction contemplated by this Agreement, subject to the terms and conditions of this Agreement, and subject to the rights of Celebration’s existing and future mortgagees and/or lienholders.

B. Pending Actions: Celebration is not aware of any pending or threatened legal actions directly, materially and adversely affecting the Vessel that would preclude Celebration's ability to close the sale and purchase of the Vessel as provided in this Agreement.

C. Ownership of the Vessel: Celebration owns legal and beneficial title to the Vessel, free and clear of all liens, encumbrances, mortgages and other matters, except for matters set forth in this Agreement, and any encumbrances, mortgages or liens that shall be discharged and paid from the closing proceeds at Closing.

D. Governmental Proceedings: To the best of Celebration's knowledge, Celebration has not received any written notice of any pending or threatened judicial, municipal, or administrative proceedings against it or the Vessel.

E. Preservation of Vessel: Celebration will maintain the physical condition of the Vessel in the same condition as exists on the date of its receipt of any Purchase Offer, except for ordinary wear and tear and matters of insured casualty loss.

F. Insurance: Celebration shall keep and maintain all customary and usual insurance coverages in full force and effect during the term of this Agreement.

10. THE MINISTRY’S REPRESENTATIONS: The Ministry makes the following representations to Celebration (which shall survive the Closing Date for a period of one (1) year).

A. Authority: The Ministry has the lawful right, power, authority and capacity to consummate the transaction contemplated by this Agreement, pursuant to the terms, provisions and conditions of this Agreement.

B. Compliance With Law: Neither the execution and delivery of this Agreement nor the consummation of the transaction provided for herein will violate any agreement to which the Ministry is a party or by which the Ministry is bound or any law or statute, order or decree of any court or governmental agency.

C. Unrecorded Agreements: The Ministry has not entered into any agreements pertaining to the Vessel with any state, county, or local governmental authority or agency, which are not otherwise described in this Agreement

11. BROKERAGE COMMISSION: The parties hereto mutually represent and warrant to each other that there are no brokers or agents with whom or which either party has had negotiations as to the sale and purchase of the Vessel to whom or which any brokerage fee or commission of any kind is due and payable. In the event any other broker(s) or agent(s) contacted by either party makes any legitimate claim for a commission for the subject transaction, the party against whom such broker or agent has made a claim, shall fully indemnify and hold the other party harmless from all actions, claims or demands of any nature whatsoever by any such broker or agent.

12. FAILURE OF PERFORMANCE: If the Ministry fails to perform its obligations under this Agreement (including payment of any money), inclusive of all interest earned thereon, if any, the Reservation Fee or any other monies paid (or to be paid) may be retained (or sued for) by or for the account of Celebration as agreed upon liquidated damages, in consideration of the execution of this Agreement, taking the Vessel off of the market or limiting the Vessel’s salability during the term of this Agreement, and in full settlement of any claims arising as to the Ministry's failure, neglect or refusal to purchase the Vessel (but without jeopardizing any independent indemnity claims in favor of Celebration as set forth in this Agreement), whereupon, both parties shall be relieved of all obligations under this Agreement (with the exception of any such pending indemnity claims). If, Celebration fails, neglects or refuses to perform this Agreement, and the Ministry is not also in default under this Agreement, the Ministry may seek specific performance of this Agreement or elect to receive the return of the Deposit (inclusive of all interest earned thereon, if any) without thereby waiving any action for damages resulting from Celebration's willful and purposeful breach, which damages shall be expressly limited to reimbursement by Celebration of the Ministry's actual, out-of-pocket expenses incurred pursuant to this Agreement, in an amount not to exceed the aggregate sum of $10,000.00.

13. NOTICES: All notices permitted or required pursuant to this Contract shall be in writing and shall be deemed to have been properly given: (1) if served in person; (2) upon receipt or first refusal by the addressee, if mailed by certified or registered mail, return receipt requested, postage prepaid; (3) upon receipt or first refusal by the addressee, if delivered by any overnight delivery service, or (4) facsimile transmission (backed up by proper and complete transmission confirmation showing all pages transmitted to the proper telephone number), provided that, in all events, such notice is addressed to the party to whom such notice is intended as set forth below:

To Celebration: Celebration World Cruises, Inc

c/o Imperial Majesty Cruise Line LLC

2950 Gateway Drive, Suite 200

Pompano Beach, Florida 33069

Telephone: (954) 956-9505

Telefax:(954) 971-6678

E-Mail: apollack@imperialmajesty.com

With copy to: Allan R.Kelley, Esq.

Fowler White Burnett, P.A.

1395 Brickell Avenue, 14th Floor

Miami, Florida 33131

Telephone: (305) 789-9200

Telefax: (305) 789-9201

E-Mail: akelley@fowler-white.com

To the Ministry: ___________________________

___________________________

Telephone: (____) ________

Telefax: (___) ________

E-Mail: __________________

With copy to: ___________________________

___________________________

Telephone: (____) ________

Telefax: (___) ________

E-Mail: __________________

Any failure or neglect of either party to deliver copies of any notices to the attorneys noted above shall not affect the validity or timing of such notice. Notice given by or to the attorney for any party shall be as effective as if given by or to that party.

14. ASSIGNMENT: The Ministry may not assign its rights under this Agreement in whole or in part at any time without Celebration's prior written consent, which consent may be withheld in Celebration’s sole discretion.

15. ARM'S LENGTH TRANSACTION: Nothing contained in this Agreement or the activities contemplated hereby shall be construed to create the relationship of principal and agent, partnership, joint venture, trust, tenants in common or any other relationship between the parties hereto other than separate and distinct persons and entities dealing at arm's length for their own separate interests and benefits.

16. LIMITED SURVIVAL OF REPRESENTATIONS AND WARRANTIES: All representations and warranties, covenants, obligations and agreements of the parties as set forth in this Agreement shall survive the execution and delivery of this Agreement and of any and all documents or instruments delivered in connection herewith, and they shall survive the closing and conveyance of title to the Vessel for a period of only one (1) year from the Closing Date unless specifically designated to the contrary in this Agreement. All such representations and warranties shall be deemed repeated on the Closing Date.

17. FURTHER ASSURANCES: The parties hereto will promptly execute and deliver all instruments and documents and take all further action, at each party's sole expense, as each party may reasonably request from time to time from the other in order to perfect and protect the various agreements and understandings of the respective parties hereto as set forth in this Agreement, and to further enable each party to exercise and enforce their respective rights and remedies as may be available at law or in equity to enforce the provisions of this Agreement and carry out the intent and purposes of the parties hereto.

18. MISCELLANEOUS:

A. Effective Date of Contract: For purposes of determining the time for performance of various obligations under this Agreement the Effective Date of this Agreement shall be the date when the last one of the parties has signed this Agreement.

B. Applicable Law/Gender: This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida. Where required for proper interpretation, words in the singular shall include the plural; the masculine gender shall include the neuter and the feminine, and vice versa.

C. Modification of Contract: This Agreement may not be modified or amended, except by an agreement in writing signed by all of the parties hereto. The parties may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such conditions or obligations.

D. Captions: The descriptive headings contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

E. Waivers: The failure of any party at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth herein shall not be construed as a waiver or relinquishment of the right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time. Either party hereto may, at its sole option, waive any performance by the other party required under the provisions of this Agreement by an instrument in writing and delivered to the other party. No consent or waiver, expires or implied, by any party hereto as to any breach of any representation or obligation of the non-breaching party (or parties) shall be construed as a consent or waiver of any other breach of the representation or obligation.

F. Severability: The invalidity or unenforceability of any provision of any provision(s) in this Agreement as determined by a court of competent jurisdiction over the parties and the subject matter of this Agreement shall in no way affect the validity of any other provision hereof.

G. Neutral Construction: The parties expressly understand and agree that, although one party may have more responsibility in preparing this Agreement than the other, other parties hereto equally negotiated all of the provisions herein such that the construction and interpretation of this Agreement shall, in all events and circumstances, be neutral and not construed more advantageously in favor of the party who was not the actual scrivener of this Agreement.

H. Jurisdiction and Venue: The parties acknowledge that the negotiations, anticipated performance and execution of this Agreement occurred in Broward County, Florida. Without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement will be brought in the courts of record of the State of Florida in Broward County; (b) consents to the jurisdiction of each such court in any suit, action or proceeding; and (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in the courts of record of the State of Florida in Broward County.

I. Counterparts: This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the _____ day of January, 2005.

WITNESSES:

Print Name:

SELLER:

CELEBRATION WORLD CRUISES, INC.

By:

Date: , 2005

Print Name:

BUYER:

GREEK MERCHANT MARINE MINISTRY

By:

Date: , 2005

[mrs] W:\50602\AGREEM56.PMB{3/2/12-12:51}

END OF MEMORANDUM

TSS Olympia INDEX – Note new feature - # 8.

1… TSS Olympia - The only Greek Trans Atlantic Liner ever to be built. Sold to become the Caribe and Regal Empress

2… Caribe refit photographs - photos and story by ex crew member Michael Goldsby

3… Photo Album One

4… Photo Album Two - photos by an Australian passenger, Michael Barnes

5 Deck Plan

6… The ex Save the TSS Olympia Campaign – The History of the Campaign

7… Read the Memorandum of Agreement - Proof of how Senator Leonidas Raptakis turned TRAITOR and deserted TSS Olympia!

8… Birth at Sea – The fascinating story of how Jim (Olympios) Bournelis was born mid Atlantic!

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Commenced in the passenger Shipping Industry in May 1960

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Photographs on ssmaritime and associate pages are by the author or from the author’s private collection. In addition there are some images that have been provided by Shipping Companies and private photographers or collectors. Credit is given to all contributors. However, there are some photographs provided to me without details regarding the photographer/owner concerned. I hereby invite if owners of these images would be so kind to make them-selves known to me (my email address may be found on www.ssmaritime.com only), in order that due credit may be given. I know what it is like, I have seen a multitude of my own photographs on other sites, yet these individuals either refuse to provide credit or remove them when asked, knowing full well that there is no legal comeback when it comes to the net. However, let us show these charlatans up and do the right thing at all times and give credit where credit is due!

This notice covers all pages, although, and I have done my best to ensure that all photographs are duly credited and that this notice is displaced on each page, that is, when a page is updated!