Contract
Exhibit
10.1
MEMORANDUM
OF AGREEMENT
Dated:
27th
November 2006
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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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"Crusader
Vessel Limited Partnership" hereinafter
called the Sellers, have agreed to sell, and "Bulk
Crusader Inc." - B.V.I.
hereinafter
called the Buyers, have agreed to buy
Name:
M/V
"CRUSADER"
Classification
Society/Class: Lloyd's
Register of Shipping
Built:
1982
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By:
Ishikawajima Aioi, Japan
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Flag:
Panamanian
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Place
of Registration: Panama
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Call
Sign: HPHN
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Grt/Nrt:
22,091/12,213
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Register
Number: 8105739
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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.
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Purchase
Price USD 7,800,000 (United States Dollars Seven Million Eight Hundred
Thousand only) in cash.
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2.
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Deposit
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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 3
banking
days from the
date of this Agreement the
signing of the Memorandum of Agreement by both parties by telefax or e-mail.
This
deposit shall be placed with Comerica
Bank, Two Embarcadero Center 300, San Francisco CA 9411 and
held
under
by
them in
a joint
account of for
the
Sellers and the Buyers,
in the bank designated by the Sellers, and shall to
be
released to
the Sellers' nominated account, in
accordance with joint written instructions of the Sellers and the
Buyers,
as a part of the purchase price upon delivery of the vessel..
Interest
earned
on the deposit, 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.
1
3.
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Payment
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The
balance of the said
Purchase Price shall be paid in full free of bank charges to : ,Comerica
Bank Two Embarcadero Center 300, San Francisco CA 9411, ABA: 000000000, Credit:
PLM International, Inc., Acct: 1891533166, Swift Code: XXXXXX00, against and
upon presentation of the original or fax copy of the protocol of
on
delivery
and
acceptance of
the
Vessel, duly
signed by the Sellers' and the Buyers' authorized representatives,
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 in accordance with Clause
5.
This
document is a computer generated SALEFORM 1993 form printed by authority of
the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a result of
discrepancies between the original approved document and this computer generated
document.
4.
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Inspections
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a)*
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b)*
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5.
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Notices,
time and place of
delivery
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a)
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The
Sellers shall keep the Buyers well informed of the Vessel's itinerary
and
shall provide the Buyers with approximately
21, 14, 7, and
3
days
notice prior
of
the estimated deliver
date
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2
b)
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The
Vessel shall be delivered in
the drydock in Turkey if Buyers elect to carry out additions works
otherwise alongside or
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Expected
time of delivery: 1st January
2007 - 31st
January 2007 in Sellers' option.
Date
of
cancelling (see Clauses
5 c), 6 b) (iii)
and
14):
28th
February in Buyers' option.
c)
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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 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 48
hours
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If
this
Agreement is maintained with the new cancelling date all other terms and
conditions hereof including those contained in Clauses 5
a)
and
5c)
shall
remain unaltered and in full force and effect. 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.
d)
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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.
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This
document is a computer generated SALEFORM 1993 form printed by authority of
the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a result of
discrepancies between the original approved document and this computer generated
document.
6.
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Drydocking/Divers
Inspection
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The
vessel will drydock in Turkey just prior to delivery of the vessel to Buyers
where she will pass special survey and drydock survey in line with V.Ships
specification which will be attached to the Memorandum of Agreement ( as
Appendix I).
If
Buyers elect not to carry out any works in drydock after Sellers have completed
their works, then Sellers will tender Notice of Readiness and deliver the vessel
to the Buyers in the dry-dock. Buyers will be responsible for any extra
costs/expenses that arise from their works carried out in drydock. If Buyers
elect no to carry out any works then the Sellers will undock the vessel and
will
tender Notice of Readiness and deliver the vessel to the Buyers alongside or
at
a safe anchorage.
3
Cost
of docking/undocking shall be in all cases for Sellers'
account.
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4
This
document is a computer generated SALEFORM 1993 form printed by authority of
the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a result of
discrepancies between the original approved document and this computer generated
document.
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7.
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Spares/bunkers,
etc.
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The
Sellers shall deliver the Vessel to the Buyers with everything belonging to
her
on board, on
order, if any, and
on shore, including
all navigational aids, all safety equipments etc. spares and stores broached
and
unbroached with no extra cost. 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 substitute
for the replace
same
an
adequate number of with
similar
unmarked items. Personal
and Charter's Book, cassetes and Library,
forms,
etc., exclusively for use in the Sellers' vessel(s), shall be taken
ashore before delivery, excluded
without compensation.
Captain's, Officers' and Crew's personal belongings including the slop chest,
log
books and original Certificates are
5
to
be
excluded from the sale, as well as the following
additional items (including
items on
hire): gas
bottles (oxygen, acetylene, freon) and Videotel Safety Videos. There will be
credit for the gas bottles deposit, but none for the Videotel. Buyers have
the
right to take photo copies of deck and engine log books.
This
document is a computer generated SALEFORM 1993 form printed by authority of
the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a result of
discrepancies between the original approved document and this computer generated
document.
8.
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Documentation
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The
place
of closing: to
be agreed
In
exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
with delivery documents,
namely: all
reasonably, as per normal practice, required documents for the vessel's legal
transfer of ownership and new registry. Same to be mutually agreed and placed
in
an Addendum to them.
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e)
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Original
Certificate
of Deletion of the Vessel from the Vessel's registry
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6
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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.
9.
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Encumbrances
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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.
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Taxes,
etc.
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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.
This
document is a computer generated SALEFORM 1993 form printed by authority of
the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a result of
discrepancies between the original approved document and this computer generated
document.
11.
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Condition
on delivery
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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 present
class,
and with her classification certificates and all
National/international
trading
certificates, as well as all other certificates of
the
Vessel shall
be clean, had
at the time of inspection,
valid
and unextended without condition/recommendation*
by Class or the relevant authorities at
the time of delivery., for
minimum 3 months from time of delivery and all continuous machinery survey
cycles to be valid minimum 3 months after delivery. "Inspection"
in this Clause 11, shall mean the Buyers' inspection according to Clause 4
a) or
4 b), if 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.
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12.
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Name/markings
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Upon
delivery the Buyers undertake to change the name of the Vessel and alter funnel
markings.
13.
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Buyers'default
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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.
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.
14.
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Sellers'
default
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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
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 line
61
and new
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 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.
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Buyers'
representatives
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After
the
Memrandum of Agreement this
Agreement
has been
signed by both parties and the deposit has been lodged, in
accordance with clause 2 above, the
Buyers shall
retain have
the
right to place upto
maximum two
(2)
representatives
only
on
board
the Vessel for
the purpose of familiarization with the vessel and shall in no manner interfere
with the instructions or work with regard to the drydock specification and
special survey work, 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 and/or crew
work. The
Buyers' representatives shall sign the Sellers' letter of indemnity forms,
prior
to
their embarkation, stating
that the Buyers' familiarization boarding is always at the risk and expense
of
the Buyers and that any and all representative(s) shall be subject to the
command of the Master of the vessel.
This
document is a computer generated SALEFORM 1993 form printed by authority of
the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a result of
discrepancies between the original approved document and this computer generated
document.
8
16.
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Arbitration
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a)*
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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 1950
and
1979 or any statutory modification or re-enactment thereof for the
time
being in force, one arbitrator being appointed by each party. On
the
receipt by one party of the nomination in writing of the other party's
arbitrator, that party shall appoint their arbitrator within fourteen
days, failing which the decision of the single arbitrator appointed
shall
apply. If two arbitrators properly appointed shall not agree they
shall
appoint an umpire whose decision shall be final.
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*
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16
a), 16 b) and 16 c) are alternatives; delete whichever is not applicable.
In the absence of deletions,
alternative 16 a) to apply.
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Clause
17
The
Sale to include timecharter to Alcoa, USA at usd 12,000 daily until latest
March
2007 by the Charterers and by signing tri-partite agreement among Sellers
and Buyers and Charterers by fax or by email.
Clause
18
The
vessel shall be delivered to the Buyers with holds clean swept suitable for
continued operations, and free of stowaways.
Clause
19
The
Buyers have accepted the vessel and her LR class records therefore the Sale
is
clean, definite and outright.
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For
the Sellers: Crusader Vessel Ltd Partership
Name:
Title:
Date:
For
the Buyers: Bulk Crusader Inc. - B.V.I.
Name:
Title:
Date:
This
document is a computer generated SALEFORM 1993 form printed by authority of
the
Norwegian Shipbrokers' Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a result of
discrepancies between the original approved document and this computer generated
document.