MEMORANDUM OF AGREEMENT Dated: 2nd June 2010
Exhibit
10.2
Dated: 2nd June 2010
TANKA NAVIGATION INC.
hereinafter called the Sellers, have agreed to sell, and
GENERAL MARITIME CORPORATION or their guaranteed nominee
hereinafter called the Buyers, have agreed to buy
hereinafter called the Sellers, have agreed to sell, and
GENERAL MARITIME CORPORATION or their guaranteed nominee
hereinafter called the Buyers, have agreed to buy
Name: M/T CRUDE PROGRESS
Classification Society/Class: Det Norske Veritas
| Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships Adopted by The Baltic and International Maritime Council (BIMCO) In 1956. | |||||
| Code-name | |||||
| SALEFORM 1993 | |||||
| Revised 1966, 1983 and 1986-87. | |||||
Built: 2002
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By: Daewoo Shipbuilding & Marine Engineering Co., Ltd. | |
Flag: Greece
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Place of Registration: Piraeus | |
Call Sign: SYOW
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Grt/Nrt: 154,348/107,642 | |
Register Number: 9236250 |
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hereinafter called the Vessel, on the following terms and conditions:
Definitions
“Banking days” are days on which banks are open both in the country of the currency
stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8.
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa,
a registered letter, telex, telefax or other modern form of written communication.
“Classification Society” or “Class” means the Society referred to in line 4.
| 1. | Purchase Price US $74,000,000 (Seventy four million United States Dollars) | |
| 2. | Deposit |
As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10%
(ten per cent) of the Purchase Price within three (3) New
York banking days from the date of this
Agreement after both parties have signed this agreement by fax/email exchange and all subjects are
lifted. This deposit shall be placed with the Sellers nominated bank in London or Monaco or
Switzerland and held by them in a joint account for the Sellers or their nominee and the Buyers or
their nominee, to be released in accordance with joint written Instructions of the Sellers and the
Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said
deposit shall be borne equally by the Sellers and the Buyers.
| 3. | Payment |
The
said balance Purchase Price shall be paid in full free of bank charges to the Sellers
nominated bank in London or Monaco or Switzerland (non Eurozone) on delivery of the Vessel, but
not later than 3 banking days after the Vessel is in every respect physically ready for delivery
in accordance with the terms and conditions of this Agreement and Notice of Readiness has been
given. The day on which the Notice of Readiness is given shall not be included for the purpose of
counting the number of days in the preceding sentence.
in accordance with Clause 5.
| 4. | Inspections |
The Buyers have waived their right to inspect the Vessel and the Class Records and have accepted
same. The Buyers have the right to inspect the Vessel and Class records but it does not constitute
a subject to the sale, therefore this sale is outright and definite with delivery ‘asis’, subject
only to the terms and conditions of this Agreement.
| 5. | Notices, time and place of delivery |
| a) | The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall
provide the Buyers with 30, 15, 10, 5 and 3 days notice of the estimated time of arrival at
the intended place of |
| b) | The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or
anchorage free of cargo |
|
| Expected time of delivery: Between 15th June 2010 and 15th August 2010, a schedule to be mutually decided upon. | ||
| Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 15th August 2010 |
| c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers or their brokers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers’ notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. | |
| If this Agreement is maintained with the new cancelling date all other terms and conditions
hereof |
| expected readiness of the Vessel contained in Clauses 5 a) and 5 c) shall remain unaltered and in full force and effect however buyers do not waive right to receive applicable notices. Cancellation or failure to cancel shall be entirely without prejudice to any claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by the original cancelling date. | ||
| The Sellers to keep the Buyers informed about the itinerary of the Vessel. | ||
| d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. | |
| 6. | Drydocking/Divers Inspection |
The Sellers are not required to drydock the Vessel. Sellers shall give Buyers 4 days notice of
the intended place where the vessel will be available for underwater inspection subject to
prompt availability, within 10 days of signing the MOAs. It is noted that the Buyers wish to
take the vessel promptly. Notwithstanding anything in this clause, the Sellers shall not be
held in default pursuant to clause 14 should the Buyers be unable to arrange and underwater
diving inspection at a suitable port by the cancelling date.
The Buyers shall have the right at their expense to arrange for an underwater inspection by a
diver approved by the Classification Society prior to the delivery of the vessel. In the event
that the Buyers fail to declare their right of underwater inspection as hereinabove mentioned
or non-attendance of their nominated divers within 24 (twenty four) hours after the vessel is
ready in all respects for said underwater inspection, the Buyers shall be deemed
to have waived such underwater inspection and the Sellers may tender Notice of Readiness in
accordance with the provisions of this Agreement.
The Sellers shall at their cost make the Vessel available for such underwater inspection.
The extent of the underwater inspection shall be in accordance with the Classification
Society practices. If the conditions at the port of delivery are unsuitable for such
underwater inspection, to be decided by Class, the Sellers shall make the vessel available
at a suitable alternative place near to the delivery port. If the rudder, propeller, bottom
or other underwater parts below the deepest load line are found broken, damaged or defective
so as to affect the Vessel’s Classification Society, the Sellers are to pay for the cost of
the underwater inspection and the Classification Society attendance, otherwise the Buyers
are to pay for the cost of underwater inspection and the Classification Society attendance.
If damage affecting Classification Society is found but Classification Society do not require
same to be until the next scheduled drydocking, the Buyers shall have to take delivery of the
Vessel with such damage unrepaired. The Sellers shall pay the Buyers the direct cost of
repairs required to repair said damage affecting Classification Society to the satisfaction of
the Classification Society without condition/recommendation excluding tank cleaning,
desluging, drydocking and general services expenses. The Buyers and the Sellers shall each
approach a major shipyard in Asia (Dubai-China range) promptly to determine the direct cost of
repairs based upon the repairs being carried out in Asia (Dubai-China range) excluding the
costs of tank cleaning, deslugging, drydocking and general services expenses as mentioned
above. The direct cost shall be based upon the arithmetic average of the quotations from the
above (2) major shipyards and the amount to be paid shall be final and binding. The Sellers
shall pay the Buyers as soon as possible but within 5 (five) running days after delivery of
the Vessel.
If damage affecting Classification Society is found and Classification Society require same
to be repaired immediately, then the Sellers shall drydock the Vessel and repair such damage
to the satisfaction of the Classification Society without condition/recommendation at their
cost and time in accordance with Clause 6 of this Agreement. During such drydocking, the
Buyers have the right to have 2 (two) representatives attend at the Buyers sole risk and
expenses and to paint the Vessel’s bottom and to carry out other minor works, subject to the
Sellers’ approval which is not to be unreasonably withheld, without interference to the
Sellers’ repair works but always excluding hot works, in drydock, against the Buyers signing
the Sellers’ usual Letter of Indemnity and provided such attendance and painting does not
interfere with the Sellers’ work. If the Sellers’ work is completed whilst the Buyers’
painting work is still in progress then delivery shall be in drydock.
If the vessel is required to be drydocked in accordance with the provisions hereof,
notwithstanding Clause 5 hereof, the Vessel shall be delivered at the port of the dockyard
and the cancelling date as per Clause 5 hereof shall be automatically extended to cover all
the time for positioning to, waiting for, any carrying out the drydock and the repairs
required by Classification Society but limited to a maximum of 30 (thirty) running days. The
contents of Clause 5c will apply in that instance as well.
| c) | If the Vessel is drydocked pursuant to Clause |
(i) the Classification Society may require survey of the tailshaft system, the extent of the
survey being to the satisfaction of the Classification surveyor. If such survey is not
required by the Classification Society, the Buyers shall have the right to require the
tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey
being in accordance with the Classification Society’s rules for tailshaft survey and
consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare
whether they require the tailshaft to be drawn and surveyed not later than by the completion
of the inspection by the Classification Society. The drawing and refitting of the tailshaft
shall be arranged by the Sellers. Should any parts of the tailshaft system be condemned or
found defective so as to affect the Vessel’s class, those parts shall be renewed or made good
at the Sellers’ expense to the satisfaction of the Classification Society without
condition/recommendation*.
(ii) the expenses relating to the survey of the tailshaft system shall
be borne
by the Buyers unless the Classification Society requires such survey to be carried out, in
which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses if
the Buyers require the survey and parts of the system are condemned or found defective or
broken so as to affect the Vessel’s class*.
(iii) the expenses in connection with putting the Vessel in and taking her out of drydock,
including the drydock dues and the Classification Society’s fees shall be paid by the Sellers
if the Classification Society issues any condition/recommendation* as a result of the survey
or if it requires survey of the tailshaft system. In all other cases the Buyers shall pay the
aforesaid expenses, dues and fees.
(iv) the Buyers’ representative shall have the right to be present in the drydock, but
without interfering with the work or decisions of the Classification surveyor.
(v) the Buyers shall have the right to have the underwater parts of the Vessel cleaned and
painted at their risk and expense without interfering with the Sellers’ or the
Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery.
If, however, the Buyers’ work in drydock is still in progress when the Sellers have
completed the work which the Sellers are required to do, the additional docking time needed
to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event that
the Buyers’ work requires such additional time, the Sellers may upon completion of the
Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock
and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether the
Vessel is in drydock or not and irrespective of Clause 5 b).
| * | Notes, if any, in the surveyor’s report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
If Sellers’ works are completed before Buyers’ works (if any), and if Buyers’ work will be
completed before the expiration of the three (3) days notice of
readiness, the Seller will
shift the Vessel out of drydock to a place of delivery before the expiration of the three (3)
day period.
If
the Buyers accept delivery of the Vessel in drydock, the Sellers shall deliver to the
Buyers at the time of closing evidence that the Sellers have satisfied their financial
obligations to the drydock, shipyard or other similar facility, and to any subcontractors,
and that such drydock, shipyard or other similar facility and subcontractors waive any and
all right to detain, arrest or attach the Vessel for any financial obligation of the Sellers
to such drydock, shipyard or other similar facility and subcontracts, including but not
limited to tugboats engaged to assist the Vessel to depart from the drydock or shipyard or
other similar facility.
For the avoidance of doubt, the vessel will not be delivered under this clause 6 at any port
prohibited by the United States of America, the European Union or the United Nations.
| 7. | Spares/bunkers, etc. |
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and
on shore excluding models. All spare parts and spare equipment
including spare tail-end shaft(s)
and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of
inspection used or unused, whether on board or not shall become the Buyers’ property, but spares
on order are to be excluded. Forwarding charges, if any, shall be for the Buyers’ account. The
Sellers are not required to replace spare parts including spare tail-end shaft(s) and spare
propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to
delivery, but the replaced items shall be the property of the Buyers. The radio installation and
navigational equipment shall be included in the sale without extra payment if they are the
property of the Sellers. Unused stores and provisions shall be included in the sale and be taken
over by the Buyers without extra payment Provisions and bonds are property of crew and are to be
taken over and paid for by the Buyers at a price to he agreed with Vessel’s Master and/or Chief
Xxxxxxx as representative of crew but if Buyers do not wish to take over and pay for such
provisions and bonds then it shall be at Master’s discretion to remove same or leave on board free
of charges to Buyers excluding bonded cigarettes which cannot be taken ashore by law.
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles
bearing the Sellers’ flag or name, provided they replace same with similar unmarked items. Library,
forms, etc., exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation.
Captain’s, Officers’ and Crew’s personal belongings including the slop chest are to be excluded
from the sale, as well as the following additional items (including items on hire): All items on
hire such as but not limited to, Wilhesen Gas bottles and Videotel Library together with the
officers’/masters’/crews’ personal effects, computers, spos, portable cargo holds cleaning
equipment sass (contracted) are excluded. Tempus system. Further items will be advised.
The Buyers shall take over the remaining bunkers and unused/unbroached lubricating oils and grease
in storage tanks and sealed drums and pay the current not market price Sellers’ net invoiced price
against supporting invoices. (excluding barging expenses) at the port and date of delivery of the
Vessel. Payment under this Clause shall be made at the same time and place and in the same currency
as the Purchase Price.
Xxxxxxx XXX on delivery are Charterers property and Buyers shall take over and pay for xxxxxxx XXX
on redelivery from Charter in accordance with the Charterparty terms.
| 8. | Documentation |
The place of closing: London or Piraeus (in Sellers option)
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery
documents, as described in any attached Addendum to this Agreement namely;
At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as
well as all plans etc., which are on board the Vessel. Other certificates which are on board the
Vessel shall also be handed over to the Buyers unless the Sellers are required to retain same, in
which case the Buyers to have the right to take copies. Other technical documentation which may be
in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so
request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take
copies of same. The vessel HSEOMS, VRP, CAVCP, SOPEP, SSP and SSA will be removed and no copies
shall be given to Buyers. Vessel’s CSR will remain on board following delievry under this
Agreement, Original SMC and ISSC will be removed but Buyers will have the right to take copies.
| 9. | Encumbrances |
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters,
encumbrances, mortgages and maritime liens or any other debts whatsoever. The Sellers hereby
undertake to indemnify the Buyers against all consequences of claims made against the Vessel which
have been Incurred prior to the time of delivery.
| 10. | Taxes, etc. |
Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’
flag shall be for the Buyers’ account, whereas similar charges in connection with the closing of
the Sellers’ register shall be for the Sellers’ account.
| 11. | Condition on delivery |
The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
delivered and taken over on asis basis. National/International trading certificates (namely safety
construction, safety radio, safety equipment, loadline) valid at the time of delivery. CSM up to
date but extension acceptable, as she was at-the time of Inspection, fair wear and tear excepted.
However, the Vessel shall be delivered with her class maintained
without condition/recommendation*,
free of average damage affecting the Vessel’s class, and with
her classification certificates and
national certificates, as-well as-all other certificates the Vessel had at the time of inspection,
valid and unextended without condition/recommendation* by Class or
the relevant authorities at the
time of delivery.
At the time of delivery, the Vessel will be delivered in Class without recommendations
affecting class.
| 12. | Name/markings |
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
| 13. | Buyers’ default |
Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel
this Agreement, and they shall be entitled to claim compensation for their losses and for all
expenses incurred together with interest at 10 percent per annum. Should the Purchase Price not be
paid in accordance with Clause 3, the Sellers have the right to cancel the Agreement, in which
case the deposit together with interest earned shall be released to the Sellers. If the deposit
does not cover their loss, the Sellers shall be entitled to claim further compensation for their
losses and for all expenses incurred together with interest at 10 percent per annum.
| 14. | Sellers’ default |
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be
ready to validly complete a legal transfer by the date stipulated in line 61 Clause 5b) the Buyers
shall have the option of cancelling this Agreement provided always that the Sellers shall be
granted a
maximum of 3 banking days after Notice of Readiness has been given to make arrangements for the
documentation set out in Clause 8. If after Notice of Readiness has been given but before the
Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made
physically ready again in every respect by the date stipulated in Clause 5b) line 61 and now Notice
of Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers
elect to cancel this Agreement the deposit together with Interest earned shall be released to them
immediately. Should the Sellers fail to give Notice of Readiness by the date stipulated in Clause
5b) line 61 or fail to be ready to validly complete a legal transfer as aforesaid they shall make
due compensation to the Buyers for their loss and for all expenses together with
interest if their failure is due to proven negligence and whether or not the Buyers
cancel this Agreement.
| 15. | Buyers’ representatives |
After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers
have the right to place two representatives on board the Vessel at
their sole risk and expense.
upon arrival at on or about These representatives are on board for the purpose of familiarisation
and in the capacity of observers only, and they shall not interfere in any respect with the
operation of the Vessel. The Buyers’ representatives shall sign the Sellers’ letter of indemnity
prior to their embarkation.
| 16. | Arbitration |
| a)* | This Agreement shall be governed by and construed in accordance with English law and any
dispute arising out of this Agreement shall be referred to arbitration in London in
accordance with the Arbitration Acts |
17) The sale is to be an all cash transaction and Buyers/Sellers to discuss the possibility of
issuing warrants to Sellers. The agreement is subject to a successful equity issuance of General
Maritime Corporation stock within three weeks of this agreement being signed.
18) The Vessel is subject to a Charter Party to Clearlake. The Sellers agree to exercise their best
endeavours to receive Charterers’ (“Clearlake”) approval to transfer by novation or otherwise of
the charters for the Vessels to the Buyers of the existing charter agreements with Clearlake which
to be attached to this agreement. The Vessel is chartered from February 2010 for a period of 12
option 6 months at a rate of about USD 33,500 per day with redelivery dates between 6 February 2011
and 6 April 2011, with the optional period at USD 41,000 per day declarable latest by 6th December
2010.
The following wording to be used in any novation agreement under the trading exclusions if same
not already in the charterparty: “Any country or area that is blacklisted by or to which the
vessel is prohibited to trade by the U.N. and/or U.S.A and/or vessel’s flag state”
19) As per the XXXXXXX 98, Shipmangement Agreement, it is agreed that Crew Management (Box 5),
Technical Management (Box 6), Insurance Arrangements (Box 8) of the Vessel to remain with Metrostar
Management Corp. and Commercial/financial and all corporate responsibilities to be with General
Maritime. Metrostar Management Corp. will document the scope of their Shipmanagement duties in
individual Shipmanagement Agreements in the XXXXXXX 98 form (as amended) for the Vessel.
20) This Agreement is to be kept strictly private and confidential save for any disclosure required
by the securities laws of the United States of America.
21) This agreement is to be governed by the Master Agreement of even date.
FOR THE BUYERS
|
FOR THE SELLERS | |||||
/s/ X.X. Xxxxxxxxx
|
/s/ Xxxxxxxxx Xxxxxxxx | |||||
X.X. Xxxxxxxxx
|
Xxxxxxxxx Xxxxxxxx | |||||
President
|
President |
This document is a computer generated copy of “SALEFORM 1993” printed by authority of the
Norwegian Shipbrokers’ Association, using software which is the copyright of Strategic Software
Ltd. Any insertion or deletion to the form must be clearly visible.
In the event of any
modification made to the preprinted text of this document, the original document shall apply. The
Norwegian Shipbrokers’ Association and Strategic Software Ltd.
assume no responsibility for any
loss or damage caused as a result of discrepencies between the original approved document and this
document.
