Dated: 4th January, 2006 Norwegian Shipbroker Association’s Memo- randum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name
Exhibit 4.8
| Dated: 4th January, 2006 |
Norwegian Shipbroker Association’s Memo- randum 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. |
| Hellenic Fame S.A., of Panama with address at: c/o Tsakos Shipping and Trading S.A., 000 Xxxxxxx Xxx., 000 00 Xxxxxx, Xxxxxx hereinafter called the Sellers, have agreed to sell, and | ||
| Sea Polar S.A., of Panama with address at: c/o Tsakos Energy Navigation Ltd., 000 Xxxxxxx Xxx., 000 00 Xxxxxx, Xxxxxx. hereinafter called the Buyers, have agreed to buy | ||
| Name: mt Delphi | ||
| Classification Society/Class: LRS | ||
| Built: 2004 | By: Hyundai Mipo Dockyard Co. Ltd., | |
| Flag: Greek | Place of registration: Piraeus | |
| Call Sign: SYDX | Gt/Nt: 25124/9118 | |
| Register Number: 11334 (IMO No. 9283796) | ||
| hereinafter called the Vessel, on the following terms and conditions: | ||
| Definition | ||
| “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: U.S.$45,500,000.00 (United States Dollars Forty Five Million Five Hundred Thousand only) cash. | ||
| 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 3 (three) banking days from the date of this Agreement is signed by both the Sellers and the Buyers. This deposit shall be placed with X.X.Xxxxxx Xxxxx Bank, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, X.X 00000 X.X.X. swift No. XXXXXX00, for account of Alpha Sank S.A., shipping branch 000, Xxxxxxx, Xxxxxx, swift No. XXXXXXXX and held by them in a joint account for the Sellers and the Buyers, 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 Purchase Price shall be paid in full free of bank charges to X.X.Xxxxxx Xxxxx Xxxx, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, X.X 00000 U.S.A, swift No. XXXXXX00, for account of Alpha Bank S.A., shipping branch 000, Xxxxxxx, Xxxxxx, swift No. XXXXXXXX, to the credit of Hellenic Fame S.A., Account No. 960-01 500 600 9716.
on delivery of 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 in accordance with clause 5.
| 4. | Inspections |
| a)* | The Buyers have inspected and accepted the Vessel’s classification records. The Buyers have also inspected the Vessel at/in Esmeraldas on 23rd October, 2005 and have accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement. |
| b)* |
| 5. | Notice, 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 10,7 and 3 days notice of the estimated time of arrival at the intended place of underwater inspection/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 WC Latin America or WC USA in this Sellers’ option. |
Expected time of delivery: 1st March, to 31st March 2006
Date of cancelling (see clauses 5 c), 6 b) (iii) and 14): 31st March, 2006 in Buyers’ option
| 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 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 3 banking 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 3 banking 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 including those contained in Clauses 5 a) and 5 c) 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) | 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 - see clause 17 |
| a)** |
b)**
| c) |
| 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 as on board when vessel inspected (buyers representatives can compile inventory list onboard during familiarization) 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. 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 Seller’s 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); Oxygen Acetylene, Freon and Nitrogen Cylinders, Welding Rectifiers and Tank Cleaning Washing Machines.
The Buyers shall take over the remaining unused lubricating oils in storage tanks and sealed drums and and pay the current marked price at the port and date of delivery of the Vessel as evidenced by Sellers/Suppliers vouchers. The remaining bunkers is the property of the vessels time charterers (see clause 20).
Payment under this Clause shall be made at the same time and place and in the same currency as the Purchase Price.
The place of closing: Piraeus, Greece
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 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 Buyers 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 |
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, where as similar charges in connection with the closing of the Sellers’ register shall be for the Sellers’ account.
| 11. | Condition on delivery - see clause 19 |
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 Agreements 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 certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendations* by Class or relevant authorities at the time of delivery.
“Inspection in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) of 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.
| * | Notes, if any, in the surveyor’s reports which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
| 12. | Name/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.
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 |
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 and/or clause 5 (c) and/or as mutually agreed in writing 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 at the first convenient port.
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’ P+I Club 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 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. |
| b)* |
| c)* |
16a), 16b) and 16c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply.
Additional clauses 17 – 23 form an integral part of this Memorandum of Agreement.
| For the Sellers :- |
For the Buyers :- | |||||||
| By: |
/s/ Xxxxxxxxxxx X. Hajimichael |
By: |
/s/ Xxxx Xxxxxx | |||||
| Xxxxxxxxxxx X. Hajimichael | Xxxx Xxxxxx | |||||||
| Attorney-in-fact | Attorney-in-fact | |||||||
| Date: | Date: | |||||||
Copyright: Norwegian Shipbrokers’ Association Oslo, Norway.
Printed and sold by X-Xxxxxxx X/X. Xxxx_xxxx & Xxxxxx, Xxxx, Xxxxxx.
Fax. 47-22-25 28 89. Phone: 47-22-25 81 90.
M.T “DELPHI”
ADDITIONAL CLAUSES
DATED 4TH JANUARY 2006
CLAUSE 17
No drydocking clause, however prior to delivery of the vessel the Buyers have the option to arrange at their risk and expense an inspection of the vessel’s bottom and underwater parts below the summer loadline using video equipment by class approved divers, with Sellers/Buyers representatives attending.
In the event that the divers locate damage or defects which in the opinion of the class surveyor will impose a condition of class to be complied with prior to vessel’s next scheduled drydocking survey, or in the event that the class surveyor recommends that the vessel be drydocked for further examination, then Sellers shall arrange for the vessel to be drydocked and the vessel shall proceed to drydock in a suitable port in Sellers option. The delivery and cancelling date shall be extended by the time it takes for the vessel to proceed to the drydock port and for the time vessel is in the drydock. In case of drydocking vessel, clause 3 is automatically amended to allow Sellers to deliver vessel at the drydocking port, ex drydock, safely afloat.
The class surveyor shall be sole arbitrer as to whether underwater damage, if any, will impose any condition of class and eventual recommendation of drydocking the vessel.
In the event that the divers locate damage or defects which in the opinion of the class surveyor will impose a condition of class to be complied with not earlier than the vessel’s next scheduled drydocking survey, or if the vessel’s class recommends but does not require drydocking before her next scheduled drydocking survey, the Sellers shall pay to the Buyers the estimated direct cost to repair such damage which excludes drydocking fees/charges and general services and any other indirect expenses and offhires, in a way acceptable to class. The cost is to be the average of two reputable yards quotations within the delivery range, and be deducted from the purchase price. Such yards to be proposed one by the Buyers and one by the Sellers.
The Sellers are always to have the option to make repairs to class satisfaction as an alternative to agreeing cash compensation, always before vessel’s delivery.
In the event that drydocking will take place the Buyers have the right to attend the drydock without interference to the Sellers works and Buyers shall have the right to clean and paint the underwater parts and bottom of the vessel. Extra time in drydock for the aforementioned Buyers works, if any, to be for the Buyers account. 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).
CLAUSE 18
The Sellers will provide the Buyers with all reasonably, as per normal practice, required documents for the vessels legal transfer of ownership and new registry. Same to be mutually agreed and placed in an Addendum to this Memorandum of Agreement. The Buyers will list their documentary requirements as soon as possible after Memorandum of Agreement has been signed.
CLAUSE 19
Vessel will be delivered (with her class maintained without condition/recommendation, free of average damage affecting the vessel’s class) with her classification certificates and national certificates, as well as all other certificates which will be valid and unextended for a period of at least 3 months, without condition/recommendation, from the time of delivery. The hull and machinery continuous survey cycles to be clean and up to date at time of delivery with no outstandings. Vessel to be delivered as applicable to vessels of this type and age.
CLAUSE 20
Simultaneously with delivery of the vessel to the Buyers, the Sellers shall transfer vessel’s current timercharter to Messrs. Flopec as per charter party dated 9th September 2004, (the “charter party” at a rate of US$20,200 daily less 1% (one per cent) Ecuadorian deduction on freight, less 1% (one per cent) brokerage, for a period of two years plus 30 days in charterers option.
Full terms and conditions of the charter party form an integral part of this agreement, copy of same to be attached hereto. (APPENDIX A)
CLAUSE 21
The Sellers to guarantee vessel is not blacklisted/boycotted by any Nations and/or organizations.
CLAUSE 22
This sale/negotiation to be kept strictly private and confidential by all parties concerned.
CLAUSE 23
The sale negotiations were conducted directly between the Sellers and the Buyers, without the involvement of Brokers. The Sellers hereby agree to discount the Purchase Price, as per line 16, by one (1) per cent that it would have otherwise been paid by Sellers to Buyers Brokers as commission.
| For the Sellers | For the Buyers | |||||||
| By: | /s/ Xxxxxxxxxxx X. Hajimichael | By: |
/s/ Xxxx Xxxxxx | |||||
| Xxxxxxxxxxx X. Hajimichael | Xxxx Xxxxxx | |||||||
| Attorney-in-fact | Attorney-in-fact | |||||||
| Date: 12 January, 2006 | Date: 8 March, 2006 | |||||||
M/T DELPHI
ADDENDUM NO.1
Dated 29th March 2006
To the Memorandum of Agreement
Dated 4th January 2006
Between
HELLENIC FAME S.A., of Panama (“Sellers”)
And
SEA POLAR S.A., of Panama (“Buyers”)
WHEREAS the Sellers and the Buyers have entered into a Memorandum of Agreement dated 4th January 2006 (the “MOA”) for the sale of MT DELPHI (the “Vessel”);
WHEREAS the date of canceling the agreement in Buyers’ option as stipulated in clause 5(b) of the MOA dated 4th January 2006, is 31st March 2006;
WHEREAS the Sellers have advised the Buyers that notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the canceling date and further that they now anticipate the Vessel to be ready for delivery by 21st April 2006;
NOW IT IS HEREBY AGREED as follows:
| 1. | The canceling date for the purposes of clause 5 (b) of the MOA between Sellers and Buyers be and hereby is amended to read: “15th May 2006, in Buyers’ option”. |
All other terms and conditions of the Memorandum of Agreement remain unaltered and in full force and effect.
The Parties herein execute this Addendum No.1 dated 29th March 2006 by their duly Authorised Representatives.
| For and on behalf of | ||||||||
| HELLENIC FAME S.A. | SEA POLAR S.A. | |||||||
| (the Sellers) | (the Buyers) | |||||||
| By: | /s/ Xxxxxxxxxxx X. Hajimichael | By: |
/s/ Xxxx Xxxxxx | |||||
| Xxxxxxxxxxx X. Hajimichael | Xxxx Xxxxxx | |||||||
| Attorney-in-Fact | ||||||||
