Contract
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MEMORANDUM
OF AGREEMENT
Dated:
January
12, 2007
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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
(BlMCO)in 1956.
Code-name
SALEFORM
1993
Revised
1966, 1983 and 1986/87.
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F
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:
F.
DUCKLING
Classification
Society/Class: N.K.K.
Built:
2000 By:
TSUNEISHI
SHIPBUILDING, JAPAN
Flag:
PANAMA Place
of
Registration: PANAMA
Call
Sign: 3EFZ7 Grt/Nrt:
30,303/17,734
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
40,917,039.41
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| 2. |
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| 3. |
Payment
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| 4. |
Inspections
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| b)* |
The
Buyers shall have the right to inspect the Vessel
and Vessel's
classification records
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The
Sellers shall provide for inspection of the Vessel at/in (to
be advised by Sellers)
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*
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4
a) and 4b) are alternatives; delete whichever is not applicable.
In the
absence of deletions, alternative 4a) to
apply.
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| 5. |
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 20
, 15 , and
7,
5, 2 days
approximate
and 1 definite notice
of the estimated time of arrival at the intended place of
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b)
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The
Vessel shall be delivered and taken over safely afloat at a safe
and
accessible berth or anchorage at/
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Expected
time 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 (see Clauses-5 c), 6 b) (iii) and 14): as
per Supplemental Agreement referenced in Clause 25
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| 7. |
Spares/bunkers,
etc.
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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(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): 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
and pay the current net market price (excluding barging expenses)
at the
port and date of delivery of the Vessel.See
Clause 20
| 8. |
Documentation
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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:
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a)
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Legal
Xxxx of Sale in a form recordable in Xxxxxxxx
Islands (
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b)
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Current
Certificate of Ownership issued by the competent authorities
of the flag
state of the
Vessel.
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| c) |
Confirmation
of Class issued within
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d)
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Current
Certificate issued by the competent authorities stating that
the Vessel is
free from registered
encumbrances.
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e)
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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.
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| 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.
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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
certificate(s) 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, 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.
| 9. |
Encumbrances
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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.
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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.
| 11. |
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 class, and with her classification
certificates and International/national
certificates
and
surveys, as
well
as all other certificates the Vessel had at the time of agreement
inspection,
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), 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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*
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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.
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| 12. |
Name/markings
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Upon
delivery the Buyers undertake to change the name of the Vessel and alter
funnel
markings.
| 13. |
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. |
Sellers'
default as
per Supplemental Agreement referenced in Clause
25
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| 15. |
Buyers'
representatives See
Clause 21
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| 16. |
Arbitration
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b)*
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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.
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The
proceedings shall be conducted in accordance with the rules of the Society
of
Maritime Arbitrators, Inc. New York.
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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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Clauses
17-25 both inclusive are deemed are 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. 'F DUCKLING' (THE VESSEL)
BETWEEN
F 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.
"C
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:
A
Duckling Corporation, Panama
B
Duckling Corporation, Panama
C
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:
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i)
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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.
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| 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.
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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;
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| (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
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(iii)
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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.
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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;
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| (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
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(iii)
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Secretary's
Certificate of each of TMT authorizing the Master Agreement,
the
Supplemental
Agreement and this MOA, together with incumbency certificates.
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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.
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THE
SELLERS
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THE
BUYERS
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/s/
Nobu Su
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/s/
Prokopios Tsirigakis
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____________________
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_____________________
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