AMENDMENT NO.2 TO SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE MULTI-PURPOSE VESSEL (HULL NO.NYHS200723)
TBS INTERNATIONAL LIMITED &
SUBSIDIARIES EXHIBIT
10.4
AMENDMENT
NO.2 TO
FOR
CONSTRUCTION
OF ONE
MULTI-PURPOSE
VESSEL
(HULL
NO.NYHS200723)
This
AMENDMENT NO. 2 TO SHIPBUILDING CONTRACT, is entered into
this 27th day of June, 2007, by and
between LONGWOODS MARITIME CORP., a corporation organized and
existing under the laws of the Xxxxxxxx Islands, having its registered office
at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands
MH96960 (hereinafter called the "BUYER") on one part;
and CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD, a
corporation organized and existing under the laws of the People's Republic
of
China, having its registered office at Xx.X00, Xx Xxxx Xxx Xxx Xxxxxx, Xxxxxxx
000000, the People's Republic of China (hereinafter called
"CCCC"),and NANTONG YAHUA SHIPBUILDING CO.,
LTD., a corporation organized and existing under the laws of the
People's Republic of China, having its registered office at 1# Hongzha Road,
Jiuweigang, Nantong Jiangsu P.C. 226361, the People's Republic of China
(hereinafter called the "BUILDER") on the other part, CCCC and
the BUILDER being hereinafter collectively called the
"SELLER"
WHEREAS,
BUYER and SELLER entered into a Shipbuilding Contract dated the 24th day of
February
(hereinafter called the “Shipbuilding Contract”), for the construction and
delivery of a multi-purpose vessel as more fully described in
the Shipbuilding Contract, and having BUILDER’S Hull No. NYHS200723,
(the “VESSEL”).
WHEREAS,
the Shipbuilding Contract, Article 1.2, provides, in relevant part that all
fees
and charges payable to the Classification Society for its services during
the
construction of the VESSEL in connection with obtaining the classification
and
relevant statutory certification shall be for the account of the SELLER (such
fees and charges hereinafter called “Classification Fees”), and
WHEREAS,
BUYER and SELLER have agreed that BUYER will pay, on behalf of SELLER, the
invoices presented by the Classification Society and approved by BUYER and
SELLER for Classification Fees, when due, but only up to a maximum amount
of
US$175,000, and that consequently the price of the VESSEL will be reduced
by
such payments,
NOW,
THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, BUYER and SELLER hereby agree as follows:
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A.
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The
sixth paragraph of Article 1.2 of the Shipbuilding Contract is
hereby
amended to read as follows:
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All
fees
and charges incidental to the Classification Society and to comply with the
rules, regulations and requirements defined in this Contract as well as
royalties, if any, payable on account of the construction of the VESSEL shall
be
for the account of the SELLER, except as otherwise provided and agreed
herein. Notwithstanding the fact that such fees, charges and
royalties shall remain for the account of SELLER, BUYER will pay the invoices
presented by the Classification Society and approved by BUYER and SELLER
for
such fees, when due, up to a maximum amount of US$175,000.00. The key plans,
materials and workmanship entering into the construction of the VESSEL shall
at
all times be subject to inspections and tests in accordance with the rules
and
regulations of the Classification Society.
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B.
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Article
2.3(d) of the Shipbuilding Contract is amended as
follows:
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(d)
4th
Instalment:
The
sum
of United States Dollars six million eight hundred twenty (US$ 6,825,000)
only,
shall become due and payable and be paid within five (5) New York business
days
of the receipt by the BUYER of a telefax notice from the SELLER attaching
a
Stage Certificate in the form of the draft attached as Exhibit “D”,
countersigned by the Classification Surveyor, certifying that the VESSEL
has
been successfully launched.
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C.
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Except
as expressly provided in this Amendment, all of the terms and conditions
of the Shipbuilding Contract shall remain in full force and
effect.
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D.
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The
parties hereto agree that the validity and interpretation of this
Amendment shall be governed by and interpreted in accordance with
the laws
of England.
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In
WITNESS WHEREOF, the parties hereto have caused this
Contract to be duly executed on the day and year first above
written.
THE
BUYER: LONGWOODS MARITIME CORP.
By : /s/
Xxxxxx X.
Xxxxx
Name : Xxxxxx
X. Xxxxx
Title : President
CCCC
: CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD.
By : [Not
legible]
Name :
[Not
legible]
Title :
Witness :
CCCC SHANGHAI EQUIPMENT ENGINEERING CO., LTD
THE
BUILDER: NANTONG YAHUA SHIPBUILDING CO., LTD.
By : [Not
legible]
Name : [Not
legible]
Title :
Witness :
