2. The Commission has agreed to sell the vessel (s) to the Buyer and the Buyer has agreed to purchase the same under the terms and conditions hereinafter set forth, and the Commission has made all necessary findings in connection therewith required under the provisions of the Act.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1. Agreement to Purchase. Subject to the provisions hereinafter set forth and to all applicable provisions of the Act and Regulations, whether specifically referred to or not, the Buyer agrees to purchase from the Commission and the Commission agrees to sell to the Buyer the vessel(s).

It is understood and agreed that if for any reason the vessel (s) cannot be delivered by the Commission to the Buyer as herein provided, similar vessel (s) acceptable to the Buyer, may, pursuant to an addendum to this agreement, be delivered by the Commission in substitution therefor.

ARTICLE 2. Condition of the Vessel(s) upon Delivery. The following provisions shall be applicable:

(a) "As is". The Commission shall deliver, and the Buyer shall accept, the vessel (s), "as is".

(b) Drydocking and Inspection. When and if requested by the Buyer, the Commission, at the expense and risk of the Buyer, will move the (each) vessel to a shipyard for drydocking and drydock such vessel to permit the Buyer to inspect the underwater surfaces of such vessel. After such inspection by the Buyer the Buyer's only right is to accept such vessel "as is", or to reject the vessel. Under no circumstances shall the Commission be obligated to do any work or strengthening with respect to the vessel (s) or make any allowance therefor. If the Buyer rejects any vessel, all amounts theretofore paid by the Buyer as to such rejected vessel less all amounts, if any, owing by the Buyer to the Commission for such drydocking and inspection and the movement of such vessel to drydock and returning it (at Buyer's risk) to its previous location shall be returned to the Buyer by the Commission and this agreement shall be thereupon terminated as to such rejected vessel. If the Buyer accepts any vessel "as is" the Buyer shall, prior to or concurrently with the delivery of the bill of sale to the Buyer transferring title to such vessel, pay to, or deposit with, the Commission all amounts, if any, owing, or estimated by the Commission to be owing, by the Buyer to the Commission for the movement of such vessel to drydock, drydocking, and inspection. Whenever the Buyer requests that any vessel be moved and drydocked to permit the Buyer to inspect the vessel as above provided, the vessel shall be and remain at the Buyer's risk and expense from the time it starts to move to drydock until it is delivered to the Buyer with bill of sale transferring title thereto or until it is returned by the Buyer to the location from which it started to move to drydock. It is understood that before any vessel shall be permitted to move to a drydock for inspection the Buyer shall obtain, and agree to maintain during the period such vessel is at Buyer's risk as provided in the preceding sentence, at Buyer's expense, insurance in such forms and amounts as may be satisfactory to the Commission.

(c) Spare Parts and Allowance List. Spare parts and allowance list items for the (each) vessel shall be furnished by the Commission to the extent provided for in the general policy of the Commission as expressed in General Order No. 60, as amended. With respect to vessels from reserve fleet, or inactive status, allowance list items shall be furnished by the Commission only to the extent that they are available in a Commission warehouse when title to the (each) vessel is passed to the Buyer, in which case such items shall be made available to the Buyer at such warehouse.

(d) National Defense Features. The Commission reserves the right to remove all, or any part of, the national defense equipment, war service features, or leased equipment, if any, aboard any vessel, but shall not be required to do so, nor to make any allowance to the Buyer for not making such removal, except to the extent that the Commission has permitted the Buyer an allowance against the price of the (each) vessel, under the terms of the Independent Offices Appropriation Act of 1948.

ARTICLE 3. Delivery of the Vessel(s) to the Buyer-Bill(s) of Sale. Subject to the provisions of Articles 2 hereof, the Commission agrees to deliver, and the Buyer agrees to accept delivery of, the (each) vessel at the place within the the continental United States where such vessel may be on the date of this agree ment or, at the option of the Commission, at the time of the completion of any action to be taken by the Commission preparatory to the delivery, or. if the Buyer requests that such vessel be drydocked pursuant to Article 2 hereof, where

the vessel may be at the time the Buyer notifies the Commission that it accepts such vessel pursuant to this agreement, or at such other place in the continental United States as may be agreeable to both parties hereto, in which latter case the movement of such vessel from the place where it is at the time of such notice of acceptance shall be at the Buyer's expense and risk. Each vessel shall be delivered as soon after the date of this contract (if no drydocking is requested) or (if drydocking is requested) as soon after such notice of acceptance of the vessel by the Buyer, as the Commission shall tender physical delivery of such vessel and a bill of sale transferring title thereto to the Buyer. The Commission shall give notice to the Buyer of its intention to tender delivery of such vessel(s) and bill(s) of sale at a stated place and time which shall be not earlier than on the next succeeding business day ("business day" being any day, but excluding Saturday, Sundays, and holidays). If the Buyer shall fail to accept delivery of any vessel at the time and place stated in such notice, the purchase price of such vessel, if above the floor price, shall thereafter not be subjected to further deduction for normal depreciation and such vessel shall thereafter be held by the Commission at the Buyer's risk and expense, and if delivery of any such vessel is not accepted by the Buyer within 10 days after tender of delivery of such vessel and bill of sale as aforesaid, or within such further period as may be agreed upon, all amounts theretofore paid by the Buyer as to such vessel to the Commission, at the option of the Commission, shall be retained as liquidated damages and not as a penalty and this contract considered terminated as to such vessel.

At the time of delivery of the (each) vessel by the Commission to the Buyer, the Commission shall execute and deliver to the Buyer a bill of sale, in substantially the standard Government form, conveying the vessel to the Buyer with warranty of title and free from liens, arising prior to the time the Commission approves any action with respect to the (each) vessel by the General Agent mention in Article 2 (b) hereof for any of the purposes mentioned in this Agreement.

Prior to delivery of the (each) vessel a complete inventory of the vessel's entire outfit, equipment, furniture, furnishings, appliances, spare and replacement parts, and of all unbroached consumable stores, fuel, and fresh water on board shall be jointly taken by representatives of the Buyer and the Commission and mutually agreed upon by them as to items, and as to price with respect to all unbroached consumable stores, fuel, and fresh water.

The Buyer shall accept and pay for all unbroached consumable stores, fuel oil, and fresh water on board at the time of delivery, in good order and condition and not in excess of the vessel's normal requirements, at the current market prices at the port of delivery on the date of delivery. "Consumable stores" within the meaning of this paragraph are all consumable and subsistence stores (but not radio supplies, expendable equipment, scrap, and junk) listed in United States Maritime Commission Voyage Stores Reports, Forms 7915A, 7916A, 7918A, and 7919A (Revised Forms 1939).

ARTICLE 4. Purchase Price(s) of the Vessel(s). The Commission has determined, pursuant to the provisions of the Act, giving effect to all adjustments (except for the absence or presence of desirable features as defined in clauses (2) and (3) of Sec. 3 (d) of the Act) permitted by the Act and applicable to the vessel, that the purchase price thereof shall be as set forth in Exhibit "A" attached hereto and forming a part hereof.

ARTICLE 5. Payment of Purchase Price(s) of the Vessel(s). The Buyer agrees to pay, in the manner provided for in Exhibit "A" attached hereto and forming a part hereof, the purchase price of the (each) vessel computed in accordance with the provisions of Article 4 hereof and of Paragraph I of Exhibit "A".

ARTICLE 6. Loss of or damage to Vessel (s) before the tender of Delivery to Buyer. In the event that during the period of time beginning with the date of this contract and ending at the time of the tender of delivery of the (any) vessel to the Buyer (but excluding from such period of time the time during which such vessel is being moved, drydocked, or held at Buyer's risk and expense as provided in this Agreement) there shall occur an actual or a constructive total loss thereof or damage thereto which would be considered substantial by the Commission, both the Commission and the Buyer shall be relieved of their mutual obligations under this contract and the Commission shall return to the Buyer all amounts paid on account of the purchase price of such vessel, unless the Commission shall either tender to the Buyer a similar vessel which, if acceptable to the Buyer, may, pursuant to addendum to this agreement, be

delivered by the Commission in substitution therefor, or, in the event of such damage not amounting to actual or constructive total loss, repair such damage at its own cost and expense.

ARTICLE 7. Work for Buyer's Account Prior to Delivery. The Buyer shall be permitted to perform, or have performed, at its own expense, work or alterations on any vessel prior to the delivery thereof to the Buyer if, before the commencement of such work or alterations, the Buyer has obtained the prior written or telegraphic consent of the Commission and has also obtained, and agreed in writing or by telegram to maintain, insurance in such forms and amounts as may be required by and satisfactory to the Commission.

ARTICLE 8. Limitation of Liability of the United States under Certain Charter Parties. Pursuant to Section 10 of the Act, the Buyer agrees on its own behalf of any and all affiliated interests (as definied by the Commission in Section 299.1 (i) of the Regulations) that the liability of the United States under any charter party or taking for use, made or effected prior to March 8, 1946, for the loss, on or after such date and prior to September 3, 1947, of any vessel owned by the Buyer or said affiliated interest or interests and under charter to the United States (excluding a vessel with respect to which an adjustment under Section 9 of the Act can be made) shall be limited to an amount equal to just compensation as of the date of said loss, determined pursuant to existing law, or such amount as may be mutually agreed upon as just compensation.

ARTICLE 9. Documentation of the Vessel(s). The (each) vessel shall be documented under the laws of the United States by the Buyer immediately after sale and delivery thereof to the Buyer.

ARTICLE 10. Employment of Member of Congress-Beneficiaries. The Buyer agrees not to employ any Member of Congress, either with or without compensation, as an attorney, agent, officer, or director in connection with this contract, and that no Member of or Delegate to Congress nor Resident Commissioner shall be admitted to any share or part of this contract or to any benefit that may arise therefrom, except as provided in Section 116 of the Act, approved March 4, 1909 (35 Stat. 1109).

ARTICLE 11. Additional Provisions. The sale and delivery of the (each) vessel shall be subject to such modifications of the above provisions and to such additional provisions, if any, as may be incorporated into Exhibit "A" attached hereto and forming a part hereof.

IN WITNESS WHEREOF, the parties hereto have executed five original counterparts of this agreement as of the day and year first above written.

Attest:

Attest:

Approved as to form:

UNITED STATES MARITIME COMMISSION,
By: R. L. MCDONALD, Assistant Secretary.
GEORGE A. VICHMANN,

Acting Assistant Secretary.
AMERICAN OVERSEAS TANKER CORPORATION,

By: JOSEPH E. CASEY, President.

JAMES G. MACKEY, Assistant Secretary.

If the purchase price of the (any) vessel is the floor price as published in the Regulations, the first paragraph of Paragraph I hereof shall not be applicable to such vessel.

I. Purchase Price(s) of the Vessel (s). The above purchase price (s), computed as of January 2, 1948, shall, subject to the limitations of the floor price of the (each) vessel as published in the Regulations, be subject to a further deduction on account of normal depreciation at the daily rate of $277.00 for each day, including date of delivery, that delivery of such vessel is delayed after January 2, 1948.

The Buyer agrees, if it shall be determined by the Commission upon examination of the (each) vessel, that the vessel lacks or contains desirable features as defined in clauses (2) and (3) of Sec. 3 (d) of the Act, then such purchase price shall be decreased, within the limits of the floor price of the vessel, or increased, by such amounts, if any, as may be determined by the Commission pursuant to said clauses.

II. Payment of the Purchase Price of the Vessel(s). (a) The Buyer shall, simultaneously with the execution on the Buyer's behalf and delivery of this contract by the Buyer to the Commission, deliver to the Commission a check (certified by a bank or trust company authorized to do business under the laws of the United States or any state, territory, or possession thereof) payable in United States dollars to the order of the United States of America with respect 10 the (each) vessel in the amount of $282,650.

(b) Upon delivery of the (each) vessel by the Commission to the Buyer, the Buyer shall deliver to the Commission a check (certified and payable as in Paragraph II (a) above) in an amount equal to the remainng balance of the purchase price of such vessel, computed in accordance with the provisions of Article 4 hereof and paragraph I above, as of the date of delivery of the vessel. 232. Drydocking and Inspection-Allowance for Cost of Class Work. Article 2 (b) of the Contract to which this Exhibit "A" is attached and of which this Exhibit "A" is a part is cancelled and the following is substituted therefor:

"(b) Drydocking and Inspection-Allowance for Cost of Class Work. As used herein "vessel" shall refer to any one or more vessels covered by this agreement. The Buyer may, through a General Agent satisfactory to the Buyer and the Commission, arrange to have the vessel moved to a shipyard or elsewhere for drydocking, and/or inspection, and may drydock and/or inspect such vessel for the purpose of inspection of underwater surfaces thereof. Such movement and drydocking (including the return of the vessel after drydocking in the event the Buyer rejects the vessel) shall be at the expense and risk of the Buyer as hereinafter indicated. After such inspection in drydock, or otherwise, by the Buyer, the Buyer shall be obligated to accept such vessel 'as is', upon the terms and conditions herein set forth, unless the Buyer rejects the vessel, pursuant to the terms of this agreement. If the Buyer rejects any vessel, all amounts paid by the Buyer as to such rejected vessel, under the provisions of Article 5 hereor, less all amounts, if any, owing by the Buyer to the Commission or such General Agent for such drydocking and inspection and the movement of such vessel to drydock or for inspection and returning it (at Buyer's risk) to its previous location, shall be returned to the Buyer by the Commission and this agreement shall be thereupon terminated as to such rejected vessel. Whenever any vessel is made available to the Buyer to permit the Buyer to drydock and/or inspect the vessel as above provided, the vessel shall be and remain at the Buyer's risk and expense from the time it is made available to the Buyer until it is delivered to the Buyer with bill of sale transferring title thereto, or, if the Buyer rejects the vessel, until it is returned by the Buyer to the location at which it was made available to the Buyer for any of the purposes herein provided. Before any vessel shall be made available to the Buyer, the Buyer shall obtain and agree to maintain during the period such vessel is at Buyer's risk as above provided, at Buyer's expense, insurance in such forms and amounts as may be satisfactory to the Commission.

"The Buyer agrees to deposit with the General Agent so appointed such amount of money as the General Agent estimates is necessary to cover all general agency fees and costs incident to its management of the vessel during the period that the vessel is made available to the Buyer until the passing of title as provided herein, or the vessel returned as herein provided if it is rejected, including, but not limited to, moving, manning and victualing the vessel, and if the amount so estimated is not sufficient to cover all such fees and costs, the Buyer agrees to pay, at the request of the Commission, either to the Agent or the Commission, the difference between the amount so deposited with the General Agent and the amount of all such fees and costs as finally determined by the General Agent or the Commission and, in the event that such amount as finally determined is less than the amount deposited, the excess will be repaid to the Buyer by the General Agent at the order of the Commission.

"In accordance with, and to the extent permitted by the provisions of the Independent Offices Appropriation Act for 1948, Public Law 269, 80th Congress, approved July 30, 1947, authorizing the Commission to make certain allowances to purchasers of vessels without regard to the provisions of the last paragraph of Section 3 (d) of the Merchant Ship Sales Act of 1946, the Commission shall

reduce the purchase price of the vessel by an amount equal to the cost, as determined by the Commission, which would be required for the purpose of enabling the Commission to deliver the vessel to the Buyer in class with valid certificates of classification and inspection in accordance with the minimum requirements of the American Bureau of Shipping and the United States Coast Guard, Marine Inspection, rules and regulations outstanding as of the class date, hereinafter defined, including moving the vessel and drydocking if necessary for such purpose or if the vessel is due for drydocking or underwater inspection in accordance with the American Bureau of Shipping and the United States Coast Guard, Marine Inspection, rules and regulations, and strengthening the vessel if the vessel is of the T2 type. The class date shall be the date of the execution of this agreement, unless the vessel is at sea on the date of execution of this agreement or makes a voyage otherwise than under bareboat charter to the Buyer after the date of execution of this agreement, in which event the class date shall be the date of completion of discharge upon the return of the vessel to the final port of discharge in the continental United States.

"If the Buyer requests drydocking or inspection of the underwater surfaces of the vessel by the American Bureau of Shipping or the United States Coast Guard, Marine Inspection, although such vessel, as of the class date, possesses valid certificates of classification and inspection and is not due for drydocking or underwater inspection in accordance with American Bureau of Shipping and the United States Coast Guard, Marine Inspection, rules and regulations, and, upon such drydocking and inspection, repair of underwater damage or underwater deficiencies is found to be necessary by the American Bureau of Shipping or the United States Coast Guard, Marine Inspection, then the Commission may, but shall not be obligated to, reduce the purchase price of the vessel by an amount equal to that part of the cost of all such repair as determined by the Commission, as exceeds $7,500. The Commission shall notify the Buyer of its election or refusal to do so as soon as practicable after it has determined or estimated the cost of all such repair and such refusal to do so shall relieve the Buyer of the obligation to accept the vessel and shall give the Buyer the right of rejection of the said vessel.

"Any vessel of the T2 type that is strengthened, or for the cost of strengthening which the Buyer has received an allowance as above indicated, shall be considered as having an additional desirable feature within the meaning of clause (3) of Section 3 (d) of the Act, and the Buyer shall pay for such additional desirable feature an amount determined by the Commission in accordance with subparagraph 5 of Section 299.1(f) of the Regulations. In the event the Commission has not determined said amount up to the time of delivery of the vessel, the Buyer shall deposit with the Commission the sum of $28,875 for each vessel to cover the payment for such additional desirable features, it being understood that when the Commission determines the amount chargeable to the Buyer, the above deposit will be adjusted upward or downward and payment will be made by the Buyer or by the Commission of the difference between the deposit and the cost of such additional desirable features."

Clause IV. Title to the vessels. Subject to such conditions as the Commission may impose, title to the vessels named in this agreement may be taken in the name of a new company organized under the laws of the State of Delaware named NATIONAL TANKER CORPORATION, said corporation to have substantially identified officers, directors, and stockholders with American Overseas Tanker Corporation. The Commission agrees to execute the bill of sale referred to in Article 3 hereof in the name of National Tanker Corporation.

EXHIBIT No. 22

GREAT BRITAIN AND NORTHERN IRELAND.

LONDON, ENGLAND.

EMBASSY OF THE UNITED STATES OF AMERICA, 88:

Before me J. J. Coyle, Consul of the United States of America, duly commissioned and qualified, personally came Julius C. Holmes who, being duly sworn, deposes and says that:

I informed Admiral Smith of the intention of the National Tankers Corporation to charter three tankers to the United Tankers Corporation with an option