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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.
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MEMORANDUM OF AGREEMENT
Dated: January 12, 2007
C Duckling Corporation, Panama
hereinafter called the Sellers, have agreed to sell, and Star Bulk Carriers
Corp., Majuro - Xxxxxxxx Islands or nominee
hereinafter called the Buyers, have agreed to buy-
Name: C. DUCKLING
Classification Society/Class: BUREAU VERITAS
Built: 2002 By: OSHIMA SHIPBUILDING CO. LTD, NAGASAKI - JAPAN
Flag: PANAMA Place of Registration: PANAMA
Call Sign: HOOR Grt/Nrt: 29,295/17,592
IMO Number: 9249300
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 USD 43,474,354.37
2. DELETED
3. Payment
The Purchase Price shall be paid as provided in the Supplemental Agreement
referenced in Clause 25.
4. Inspections
a)* DELETED
b)* The Buyers shall have the right to inspect the Vessel and the Vessel's
classification records at a suitable place at the Buyers' option. However
these inspections are not a subject and once the subjects stipulated in
clause 18 are lifted the sale becomes outright and definite, subject to the
provisions of the Supplemental Agreement referenced in Clause 25.
The Sellers shall provide for inspection of the Vessel at/in (to be advised
by Sellers)
The Buyers shall inspect the Vessel without opening up and without cost to
the Sellers. During the inspection, the Vessel's deck, instruction books,
maintenance records, and engine log books as available on board shall be
made available for examination by the Buyers.
* 4 a) and 4b) are alternatives; delete whichever is not applicable. In the
absence of deletions, alternative 4a) to apply.
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 20, 15, 7,5,2 days approximate and 1
definite notice of the estimated time of arrival at the intended place of
delivery. When the Vessel is at the place of delivery and in every respect
physically ready for delivery in accordance with this Agreement, the
Sellers shall give the Buyers a written Notice of Readiness for delivery.
b) The Vessel shall be delivered and taken over safely afloat at a safe and
accessible berth or anchorage at/in (range/s to be advised)
in the Sellers' option.
Expected lime of delivery: as soon as practically possible following the
Effective Date of the Merger (as defined in the Supplemental Agreement
referenced in Clause 25) but not later than the last discharging port of
the last laden voyage
Date of cancelling as per Supplemental Agreement referenced in Clause 25
c) DELETED
d) DELETED
6. See Clause 19
a) DELETED
b) DELETED
c) DELETED
7. Spares/bunkers, etc.
The Sellers shall deliver the Vessel to the Buyers with everything belonging to
her on board and on shore. 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.
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, 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):
To Be Advised
The Buyers shall take over the remaining bunkers (if same are property of the
Sellers) and unused lubricating oils in storage tanks and sealed drums. See
Clause 20
8. Documentation
The place of closing: New York, USA
In exchange for payment of the Purchase Price the Sellers shall furnish the
Buyers with delivery documents, namely:
a) Legal Xxxx of Sale in a form recordable in the Xxxxxxxx Islands, warranting
that the Vessel is free from all encumbrances, mortgages and maritime liens
or any other debts or claims whatsoever, duly notarially attested and
legalized by the consul of such country or other competent authority.
b) Current Certificate of Ownership issued by the competent authorities of the
flag state of the Vessel.
c) Confirmation of Class issued within 3 working days prior to delivery.
d) Current Certificate issued by the competent authorities stating that the
Vessel is free from registered encumbrances.
e) Certificate of Deletion of the Vessel from the Vessel's registry or other
official evidence of deletion appropriate to the Vessel's registry at the
time of delivery, or, In the event that the registry does not as a matter
of practice issue such documentation immediately, a written undertaking by
the Sellers to effect deletion from the Vessel's registry forthwith and
furnish a Certificate or other official evidence of deletion to the Buyers
promptly and latest within 4 (four) weeks after the Purchase Price has been
paid and the Vessel has been delivered. See Clause 22.
f) Any such additional documents as may reasonably be required by the
competent authorities for the purpose of registering the Vessel, provided
the Buyers notify the Sellers of any such documents as soon as possible
after the date of this Agreement. See Clause 22
At the time of delivery the Buyers and Sellers shall sign and deliver to each
other a Protocol of Delivery and Acceptance confirming the date and time of
delivery of the Vessel from the Sellers to the Buyers.
At the time of delivery the Sellers shall hand to the Buyers the classification
certificates) as well as all plans, instruction books, maintenance records 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. The Sellers may keep the
Vessel's log books but the Buyers to have the right to take copies of same.
9. Encumbrances
The Sellers warrant that the Vessel, at the time of delivery, is free from all
charters (other than term employment/charters contemplated by the Supplemental
Agreement referenced in Clause 25), 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. The Vessel on delivery to be
delivered free of cargo/cargo residues and free of any dunnage.
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 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/international certificates and surveys, as well as all
other certificates the Vessel had at the time of agreement, valid and unextended
without condition/recommendation by Class or the relevant authorities for a
minimum of 1 month from at the time of delivery.
"Inspection" in this Clause 11 and in Clause 7, Line 157, shall mean the Buyers'
inspection according to Clause 4 a) or 4 b), it applicable, or the Buyers'
inspection prior to the signing of this Agreement. If the Vessel is taken over
without inspection, the date of this Agreement shall be the relevant date.
* Notes, it any, in the surveyor's report which are accepted by the
Classification Society without condition/recommendation are not to be taken
into account.
12. Name/markings
Upon delivery the Buyers undertake to change the name of the Vessel and alter
tunnel markings.
13. Buyers' default
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 Sellers shall be
entitled to claim compensation for their losses and for all expenses incurred
together with interest.
14. Sellers' default as per Supplemental Agreement referenced in Clause 25
DELETED
15. Buyers' representatives - See Clause 21
16. Arbitration
a)* DELETED
b)* This Agreement shall be governed by and construed in accordance with Title
9 of the United States Code and the Law of the State of New York and should
any dispute arise out of this Agreement, the matter in dispute shall be
referred to three persons at New York, one to be appointed by each of the
parties hereto, and the third by the two so chosen; their decision or that
of any two of them shall be final, and for purpose of enforcing any award,
this Agreement may be made a rule of the Court.
The proceedings shall be conducted in accordance with the rules of the
Society of Maritime Arbitrators, Inc. New York.
c)* DELETED
* 16 a),16 b) and 16 c) are alternatives; delete whichever is not applicable.
In the absence of deletions, alternative 16 a) to apply.
Clauses 17-25 both inclusive are deemed part of this agreement
This Charter Party is a computer generated copy of the "SALEFORM 1993" form
printed by authority of 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 which is not clearly visible, the text of the
original approved document shall apply. Norwegian Shipbrokers' Association and
Strategic Software Ltd. assume no responsibility for any loss or damage caused
as a result of discrepancies between the original approved document and this
document.
ADDITIONAL CLAUSES
TO THE MEMORANDUM OF AGREEMENT - SALE FORM 1993
DATED JANUARY 12, 2007 FOR M.V. 'C DUCKLING' (THE VESSEL)
BETWEEN C DUCKLING CORPORATION, PANAMA (THE SELLERS)
AND STAR BULK CARRIERS CORP. XXXXXXXX ISLANDS OR
NOMINEE (THE BUYERS)
CLAUSE 17
This sale is part of the sale and delivery of the following additional Motor
Vessels:
M.V. "A Duckling"
M.V. "B Duckling"
M.V. "F Duckling"
M.V. "G Duckling"
M.V. "I Duckling"
M.V. "J Duckling"
M.V. "Mommy Duckling"
registered in the respective ownership of the following Owners:
B Duckling Corporation, Panama
C Duckling Corporation, Panama
F Duckling Corporation, Panama
G Duckling Corporation, Panama
I Duckling Corporation, Panama
J Duckling Corporation, Panama
Mommy Management Corp., Panama
and all ultimately beneficially owned by TMT Co., Ltd., Taiwan ("TMT"). In the
event that one or more of the above vessels are not delivered pursuant to their
respective MOA's for any reason whatsoever, TMT hereby agrees and assumes the
obligation to substitute the non-delivered vessel(s) with replacement tonnage
pursuant and subject to the terms of the Supplemental Agreement referenced in
Clause 25.
CLAUSE 18
This sale is subject to:
i) STAR MARITIME ACQUISITION CORP. Delaware ("Star Maritime") a listed
company in the AMEX being the parent company of the Buyers filing a
definitive proxy/registration statement (the "Registration Statement")
with the Securities and Exchange Commission (the "SEC") and such
Registration Statement being declared effective by the SEC.
ii) Star Maritime obtaining the requisite approval of its stockholders for
the Merger (as defined in Supplemental Agreement referenced in Clause
25) and the sale of the vessels provided for in the Supplemental
Agreement referenced in Clause 25 at a duly convened stockholders'
meeting.
CLAUSE 19
No dry-docking / however the Buyers have the right at Buyers' expense to carry
out an under-water (defined as 'parts below the sea water line at time of divers
inspection') inspection prior to or at the delivery port and the Sellers shall
make the vessel available for such under-water inspection. Inspection of
underwater parts shall be carried out by divers approved by the class with the
presence of class surveyor and the Sellers/Buyers representatives. Such diver
inspection shall be carried out in a manner acceptable to class surveyor. If the
conditions at the port of delivery are unsuitable for such inspection, the
Sellers shall make the Vessel available at a suitable alternative place near the
delivery port.
In the event of any damage/s being found which lead to a recommendation by the
classification society and immediate repairs are required, the Sellers shall
then dry-dock the Vessel in accordance with clause 6 of the Norwegian Sale Form
1993, and Sellers shall repair same to class satisfaction. Cancelling date to be
extended accordingly.
If damage/s are found which lead to a recommendation by the classification
society, repair/s of which maybe be carried out by the Buyers at a later stage,
as per classification society recommendation, then in lieu of Buyers taking
delivery of the Vessel with said recommendation/s the Sellers shall pay to the
Buyers the estimated repairing direct cost - this amount will be deducted from
the purchase price on delivery.
This estimated repairing direct cost shall be the average cost of 2 quotations
from reputable yards/repair shops at or near the delivery port, 1 obtained by
Buyers and 1 obtained by Sellers determined in accordance with the cost of such
repairs prevailing at the time of delivery of the Vessel, for repair works only
without dry-docking costs and without costs of possible time lost, and in any
case for the direct cost/s only.
It is understood that class shall be the sole arbiter in any matter under this
Clause 19 affecting the Vessel's class.
The costs of class surveyor's fee and diver inspection will be for the Buyers'
account.
CLAUSE 20
The Buyers are to pay extra for unused/unbroached lubricating oils in drums and
designated storage tanks 'remaining on board' as per actual cost evidenced by
net invoice prices including discounts. Also extra payment for bunkers
'remaining on board' at the Sellers' last paid prices (either bought in the open
market or paid to last charterers).
CLAUSE 21
As from the Effective Date of Merger (as defined in the Supplemental Agreement
referenced in Clause 25) Buyers shall have the right to place onboard up to a
maximum of three (3) representatives until delivery as observers for
familiarisation purposes only without interference to the Vessel's operation at
Buyer's risk and expense. Representatives are to sign Sellers' indemnity form.
Sellers shall assist where necessary in the application for visas for Buyer's
ongoing representatives. Upon Vessel's arrival at the delivery port Buyers shall
have the right to place on board three (3) more representatives on a daily basis
up until delivery. Buyers representatives to have the right to communicate with
their office / managers via the Vessel's communication means always at Buyers'
cost. The Buyers' representatives shall have full access to Vessel's all
non-private spaces, as well as to instruction books, plans, certificates,
records, documents, plans, drawings and shall have the right to take photocopies
of same but should not interfere with the Vessel's cargo discharge operations,
if any.
CLAUSE 22
Sellers and Buyers to supply documentation which may be reasonably required and
to be mutually agreed for the legal transfer of the Vessel and for her Xxxxxxxx
Islands registration under new flag and ownership (such list to form an addendum
to the MOA).
At the time of delivery, in addition to other documents to be agreed per this
clause, Buyers shall furnish Sellers with the following delivery documents:
(i) Novation Agreement duly executed by Buyers;
(ii) Secretary's Certificate of Buyers authorizing this MOA, the Supplemental
Agreement and the Novation Agreement in respect of the charter of the
Vessel, together with incumbency certificates; and
(iii) Secretary's Certificate of each of Star Maritime and Star Bulk authorizing
the Master Agreement, the Supplemental Agreement and this MOA, together
with incumbency certificates.
At the time of delivery, in addition to other documents to be agreed per this
clause, Sellers shall furnish Buyers with the following delivery documents:
(i) Novation Agreement duly executed by Sellers and the charterer;
(ii) Secretary's Certificate of Sellers authorizing this MOA, the Supplemental
Agreement and the Novation Agreement in respect of the charter of the
Vessel, together with incumbency certificates; and
(iii) Secretary's Certificate of each of TMT authorizing the Master Agreement,
the Supplemental Agreement and this MOA, together with incumbency
certificates.
CLAUSE 23
Sellers warrant that on the date hereof and on the date of closing, the Vessel
shall be entitled to trade worldwide within Institute Warranty Limits without
restriction on limitation.
CLAUSE 24
All instruction books, drawings, plans and manuals, on board or ashore in
owners/managers office that are in Sellers possession are to be delivered to the
Buyers except ISM manuals and ship security plan. The Sellers to forward office
set as soon as possible after delivery to the Buyer's office. All forwarding
costs to be for Buyers account.
CLAUSE 25
This agreement is one of the "MOAs" referred to and defined in (i) that certain
Supplemental Agreement dated the date hereof and executed and delivered
concurrently herewith by and among Buyers, Star Maritime as the 100pct parent of
the Buyers, and TMT, the 100pct parent of the Sellers and is incorporated herein
by reference, and (ii) the Master Agreement dated the date hereof and executed
and delivered concurrently herewith by TMT, Buyers and Star Maritime, and is
incorporated by reference. If there is any inconsistency between the terms of
this agreement and the terms of said Supplemental Agreement and/or said Master
Agreement, the terms of said Supplemental Agreement and said Master Agreement
shall control.
THE SELLERS THE BUYERS
/s/ Nobu Su /s/ Prokopios Tsirigakis
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