Attached files
file | filename |
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8-K - ROADSHIPS 8-K 06.15.10 - TAUTACHROME INC. | form8-k.htm |
EX-10.2 - EXHIBIT 10.2 - TAUTACHROME INC. | form10_2.htm |
EX-10.3 - EXHIBIT 10.3 - TAUTACHROME INC. | form10_3.htm |
Who is Roadships Intermodal
Marine Lines, LLC?
RIML & Crowley
MO U Follows
CR0WLEY®
June 15,
2010
ROADSHIPS
INTERMODAL MARINE LINES, LLC 155 Isle of Venice Dr., Suite 602
Ft.
Lauderdale, FL 33301
Al I N:
Mark Yonge, Managing Member
Re: Memorandum of Understanding
Dear Mr. Yonge:
This
Memorandum of Understanding (this "MOU") is executed for the purpose of
expressing the results of preliminary discussions, and preparing for future
discussions, between representatives of CROWLEY TECHNICAL SERVICE, LLC and its
affiliates ("Crowley") and ROADSHIPS INTERMODAL MARINE LINES, LLC and its
affiliates ("Roadships") regarding the possible design, construction supervision
and operation by Crowley of U.S. Coastwise qualified Freight Vessels and related
Intermodal Systems (the 'Transaction"). Crowley and Roadships agree that a
preliminary review of the Transaction indicates that it is of interest to both
parties.
The
parties intend to continue with their due diligence review of the feasibility of
the Transaction. The review will include, but not be limited to, consideration
of projected costs and revenues, labor, equipment, work prospects, governmental
laws and regulations, vessel design, construction time and materials and
shipyard costs and availability and like factors relevant to determining the
feasibility of the Transaction. It is understood that each party shall bear
their own respective costs with respect to such review; provided, however,
that the parties agree that Crowley shall arrange for/perform certain Naval
Architecture and Operations Consulting and/or Project Engineering Services,
including but limited to formulating a process-flow plan, transportation
arrangements, software requirements and a logistics/intermodal mode and
compatibility study and; provided further,
however, that any and all costs of which consulting services during the
Exclusivity Period (as that term is defined below) shall be for the account of
Roadships with the understanding that such services shall be at a cost to be
mutually agreed, which shall be received as a retainer by Crowley prior to
performing any work related to the Transaction.
CROWLEY
TECHNICAL MANAGEMENT, INC.
9487
REGENCY SQUARE BLVD. • JACKSONVILLE • FLORIDA • 32225 904.727.2200
www.crowley.com
If the
parties mutually agree that the Transaction is feasible, the parties next intend
to enter into negotiations with each other to conclude the terms of certain
binding definitive Design, Construction Supervision and Ship management
Agreements between them for the operation of the Transaction. The definitive
contracts for Design, Construction Supervision and Ship management shall be
negotiated from forms substantially the same as Crowley's standard agreements,
draft copies of which are available to Roadships upon request.
Each
party understands and agrees that this MOU is executed to evidence the good
faith of the parties in proceeding to the present stage of negotiations and to
continue such negotiations as outlined above. Except as set forth above, neither
this MOU nor any conduct of the parties to the contrary, shall give rise to any
rights or obligations enforceable at law or in equity, nor shall either party be
bound to the other, with respect to this Transaction unless and until certain
binding definitive Design, Construction Supervision and Ship management
Agreements are entered into between the parties and then only to the extent
expressly set forth in agreements.
The parties agree that neither they nor
their affiliates will entertain, negotiate, discuss or solicit any other
provider of technical or ship management and construction related services to
perform the Transaction (or undertake any other significant transaction
involving the parties' or their assets) or provide (orally or in writing) any
information with respect to, or discuss any aspect of the Transaction, or this
transaction, with any third party prior to December 31,
2010.
During
the Exclusivity Period, Roadships and Crowley will work exclusively with each
other to prepare and execute Design, Construction Supervision and Ship
management Agreements, cooperate with each other to obtain all necessary third
party consents, and that Roadships shall continue in its efforts to secure the
necessary financing. in the event that the parties do not enter into such
binding definitive Design, Construction Supervision and Ship management
Agreements within the Exclusivity Period, Roadships and Crowley agree that this
MOU shall thereupon terminate and be of no further force and effect. The parties
may extend the Exclusivity Period by mutual consent in writing.
If
Roadships is in agreement with the principle elements of the Transaction and the
covenants set forth above and wishes to proceed on this basis, please sign this
MOU in the space provided below and return an executed copy to us.
Very
truly yours,
CROWLEY
TECHNICAL SERVICES, LLC
/s/ Mike Golonka
Mike Golonka General Manager
Accepted
and Agreed For and On Behalf of:
ROADSHIPS
INTERMODAL MARINE LINES, LLC and its Affiliates
/s/ LLC and its
Affiliates
By: LLC and its Affiliates
Mark
Yonge Managing Member