Contract
Exhibit 10.11
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MEMORANDUM OF AGREEMENT |
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 |
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Dated: 28th January, 2010 |
Revised 1966, 1985 and 1986/87. |
FRISIA SCHIFFAHRT MT “WALTZ” GMBH & CO. KG
Xxxxxxxxxxx 00, 00000 Xxxx/Xxxxxxx
hereinafter called the Sellers, have agreed to sell, and
XXXX MARITIME LIMITED
Xxxxxxxx 00, 00000 Xxxxxxx./Xxxxxx or nominees. However XXXX MARITIME LIMITED to remain fully responsible for the correct fulfillment of this Memorandum of Agreement hereinafter called the Buyers, have agreed to buy
Name: MT “WALTZ” about 150,393 tdw
Classification Society/Class: Lloyds Register/ L.R. +100A1 double hull Tanker
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Built: 2008 |
By: Universal Shipbuilding Corporation — TSU Shipyard/Japan |
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Flag: Liberia |
Place of Registration: Monrovia |
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Call Sign: A8PH3 |
G |
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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 dosing 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$ 67,800,000.- (in words; United States Dollars Sixty-Seven Million Eight Hundred Thousand) cash on delivery,
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 after both parties have signed a faxed copy of this
Memorandum of Agreement - which to be faxed-signed within 24 hours after
presentation by the Sellers - and subjects under Clause 4 and Clause 20 have
been lifted. This deposit shall be placed with Sellers’ nominated first class
German Bank.
and
held by them in an interest bearing 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 banking fee charged for establishing/holding the said deposit shall be
borne equally by the Sellers and by the Buyers.
However the Buyers shall not be responsible for the administrative/documentary requirements of Sellers’ bank and in the event the requirements of Sellers’ bank cannot be met to allow timely lodging of the deposit, then funds representing the l0pct deposit may be lodged with a mutually acceptable third party, until such arrangements can be settled with the bank, or else time for lodging deposit to be extended to allow formalities to be completed.
3. Payment
The deposit together with
90 percent balance said of the Purchase Price plus any additional
payments due under this Memorandum of Agreement (such as payment for
bunkers/lubricating oils, etc.) shall to be released/paid in full free
of any bank charges to Sellers’ nominated first class German Bank
on delivery of the vessel against Protocol of Delivery signed by both the Sellers and the Buyers, Xxxx of Sale and all other normal delivery documents required for the Buyers’ registration of the Vessel under new flag, 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 on 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)* The Buyers
shall have-the right to inspect the Vessel’s classification records and declare
whether same are accepted or not within
The Sellers shall provide for inspection of the Vessel at/in El Segundo eta 10.2.2010
The Buyers shall
undertake the inspection without undue delay to the Vessel. Should the Buyers
cause undue delay they shall compensate the Sellers for the losses thereby
incurred. The Buyers shall inspect the Vessel without opening up and without
cost to the Seller. During the inspection, the Vessel’s deck arid engine log
books shall be made available for examination by the Buyers. This subject to be
lifted by the Buyers not later than 3 (three) working days upon completion of
the inspection. If the Vessel is accepted after such inspection, the sale shall
become outright and definite, subject only to the terms and conditions of this
Agreement, provided
the Sellers receive written notice of acceptance from the Buyers within 72
hours after completion of such inspection.
Should
notice of acceptance of the Vessel’s classification records and of the Vessel
set be received by the Sellers as aforesaid the deposit together with interest
earned shall be released immediately to the Buyers, whereafter this Agreement
shall be null and void.
* 4 a) and 4 b) 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/movements
and shall provide the Buyers with 15, 7, and 3 days approximate and 1 day
definite notice of the estimated time of arrival at the anticipated
place and date of delivery, intended place of drydocking/undcrwater
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 by the Buyers after diver’s inspection,
charter free, free of cargo excluding slops, safely afloat at a safe and
accessible port/berth or anchorage at/in the Atlantic Basin range
(including but not limited to USEC/USG/Caribs/Central America/EC South America
/ UK, Continent, Mediterranean Sea) or Arabian Gulf / Japan range, in the
Sellers’ option. Expected time of delivery; in Sellers’ option between 15th March, 2010 and 30th May, 2010, provided Buyers’ representatives
have boarded at least 10 days prior to the initial delivery notice sent by the
Sellers to the Buyers. In case this is not feasible the Sellers will procure
that the necessary number of officers will remain on board to assist the Buyers’
crew for familiarization. The Buyers to cover the Sellers’ crew related costs
during that period.
Sellers are to narrow these dates.
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 30th May, 2010 in Buyers’ option. The cancelling date refers to the last date that the readiness can be presented and not to the last date on which the Vessel may be delivered.
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 7 3
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 3
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 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
a)** The Sellers shall
place the Vessel in drydock at the port of delivery for inspection by the
Classification Society of the Vessel’s underwater parts below the-deepest load
line, the extent of the inspection being in accordance with the Classification
Society’s rules. 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 class, such defects shall be made good at the Sellers’
expense to the satisfaction of the Classification Society without
condition/recommendation*.
b)** (i) The Vessel is to be delivered without
drydocking. However, 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. The Sellers shall at their cost
make the Vessel available for such inspection. The extent of the inspection and
the conditions under which it is performed shall be to the satisfaction of the
Classification Society. 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 to the delivery port.
(ii) 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 class, then unless repairs can be
carried out afloat to the satisfaction of the Classification society, the
Sellers shall arrange for the Vessel to be drydocked at their expense for
inspection by the Classification Society of the Vessel’s underwater parts below
the deepest load line, the extent of the inspection being in accordance with
the Classification Society’s rules. 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 class, such defects shall be made good
by the Seelers at their expense to the satisfaction of the Classification
Society without condition/recommendation*. In such event the Sellers are to pay
also for the cost of the underwater inspection and the Classification Society’s
attendance.
(iii) If the Vessel is to be drydocked pursuant
to Clause 6 b) (ii) and no suitable dry docking facilities are available
at the port of delivery, the Sellers shall take the Vessel to a port where suitable
drydocking facilities are available, whether within or outside the delivery
range as per Clause 5 b). Once drydocking has taken place the Sellers shall
deliver the Vessel at a port within the delivery range as per Clause 5 b) which
shall, for the purpose of this Clause, become the new port of delivery. In such
event the cancelling date provided for in Clause 5 b) shall be extended by the
additional time required for the drydocking and extra steaming, but limited to
a maximum of 14 running days.
c) If the
Vessel is drydocked pursuant to Clause 6 a) or 6 b) above
(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.
** 6 a) and 6 b) are alternatives, delete whichever is
not applicable. In the absence of deletions, alternative 6 a) to apply.
No drydocking. However immediately upon availability of the Vessel the Buyers have the right to carry out an inspection of the Vessel’s underwater parts with divers prior to the delivery of the Vessel. When the Buyers choose to exercise this right, then the Buyers shall arrange at their expense inspection of the underwater parts by a class approved diver in the presence of a representative of both the Buyers and the Sellers, together with class surveyor, who is to be arranged by the Sellers.
The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of the Classification Society. If the conditions at the place of delivery are unsuitable for such inspection, then the Sellers shall make the Vessel available at a suitable alternative place nearby, at their own expense. Should such movement delay the Vessel beyond the cancelling date, then same shall be extended to allow this inspection.
If any damage is found to the Vessel’s underwater parts which in the opinion of the class surveyor affects the Vessel’s clean Class then
a) if Class requires immediate drydocking of the Vessel, then the drydocking clause as stated above to be fully re-instated in this Memorandum of Agreement and the Vessel is to be dry docked accordingly at the Sellers’ expense. The Buyers shall then have the right to carry out their own works at their risk and expense and without causing delays to the Seller’s work and not to interfere with same. The Buyers have the right to attend the dry docking without interfering with the Sellers or Class surveyors work. Should Buyers’ work delay the un-docking beyond the time that Sellers works are completed, then, provided that the Vessel is in all other respects in accordance with this Memorandum of Agreement, the Sellers have the right to present Notice of Readiness whilst the Vessel is drydocking. In any event the Sellers remain responsible for the un- docking costs, even if should this result in the Vessel being delivered to the Buyers in drydock.
b) in the case of a class condition calling for repair of such defects at a later stage or at the next class schedule drydocking, then the Sellers shall pay the Buyers a mutually agreed lump sum compensation figure covering the cost of such works. If a figure cannot be mutually agreed then the Buyers and the Sellers both obtain a quotation for the repairs from a first class shipyard near to the delivery port and the compensation is to be the average of these two quotations.
7. Spares/bunkers, etc.
The
Sellers shall deliver the Vessel to the Buyers with everything belonging to her
on board, and on shore and on order without any additional charge to the
Buyers. 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, 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 wireless
navigational equipment shall be included in the sale without extra payment if
they are the property of the Sellers. Unused Broached/unbroached
stores and provisions shall be included in the sale and be taken over by the
Buyers without extra payment.
Following spare parts are available covering this Vessel and MT “TANGO” (not each vessel): 4 spare cylinder liners in Houston and 1 spare electric engine for inertgas plant in Leer.
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’ vessels), shall be excluded without compensation. Captain’s, Officers’ and Crew’s personal effects/belongings including the slop chest are to be excluded from the sale, as well as the following additional items (including items on hire):
· log books according to Clause 8. hereof.
· certificates which the Sellers have to return to issuing authorities according to law, but the Buyers to have the right to take photocopies.
· I.S.M. manuals/ISPS manuals.
· 2 portable gas detectors, chartco system including laptop plus 1 set UTI (sampling device for cargo).
· Blue Ocean satphone/email installation, which is property of Blue Ocean Wireless Limited, Xxxx 0, Xxxxxx 0, Xxxxxx Xxx, Xxxxxxxx, Xxxxxxxxx, XX00 0XX, XX.
The
Buyers shall take over and pay extra only for the remaining bunkers and
unused/unbroached lubricating oils in storage tanks and sealed drums and pay
the current net-market Sellers’ last invoiced prices less all
Sellers’ discounts (and excluding barging lighterage expenses) at the
port and date of delivery of the Vessel. Prices are to be supported by
invoices/vouchers.
Payment under this Clause shall be made at the same time and place and in die same currency as the Purchase Price.
8. Documentation
The place of closing/payment formalities: to take place in Sellers’ office or Sellers’ Bank.
In
exchange for payment of the Purchase Price the Sellers shall furnish the Buyers
with delivery documents, namely: such documents to be mutually agreed
and listed in an Addendum to this Memorandum of Agreement, however such
agreement is not to prejudice/delay the signing of this Memorandum of Agreement
and lodging of the deposit.
a) Legal
Xxxx of Sale in a form recordable in (the country in which-the-Buyers are to
register the Vessel), 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 72 hours 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.
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.
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, drawings, instruction booklets, nautical publications, charts, copies of all manuals and code-books, as well as oil record books of the last three months 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
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, taxes, mortgages and maritime liens or any other debts or claims 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 as she was at the time of
inspection, fair wear and tear excepted. However, the Vessel shall be delivered with her
present class fully maintained without condition of Class /recommendation*, and free of average damage
affecting the Vessel’s class, and with her classification certificates and
national/international trading certificates, as well as all other certificates
the Vessel had at the time of inspection, clean, valid and unextended without
condition of Class/recommendation* by Class or the relevant
authorities at for a minimum of 3 (three) months from the time of
delivery with all survey machinery items completely up-to-date without
extensions at time of delivery.
The Vessel to be delivered free of cargo excluding slops.
The Sellers guarantee to de-commission the Inmarsat at the time of delivery to the Buyers.
“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) and 4b), 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 report which are accepted by the Classification
Society without condition of Class/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 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. 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 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 max two representatives on board the Vessel
at the first opportunity at their sole risk and expense and remaining onboard
until the time of delivery, upon arrival at on or about These
representatives are on board for the purpose of familiarization with the Vessel
and her operations and in the capacity of observers only, and they shall not
interfere in any respect with the crew or the operation of the Vessel.
The Buyers’ representatives shall sign the Sellers’ normal P & I 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 patty’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)* 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
presence at New York, one to be appointed by cash 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 any be made a rule of
the Court.
The proceeding shall be
conducted in accordance with the rules of the Society of Maritime
Arbitrators, Lac. New York.
c)* Any dispute
arising out of this Agreement shall be referred to arbitration at ,subject
to the procedures applicable there. The laws of shall govern this
Agreement.
* 16 a), 16 b) and 16 c) are
alternative delete whichever is not applicable. In the absence of deletions,
alternative 16 a)to apply.
17. Enbloc Sale
Separate Contracts/Memoranda to apply, but on the clear understanding that this sale is to be an en-bloc deal with MT “TANGO”. However, a total loss or a constructive total loss of one Vessel prior to delivery, or one Vessel missing her cancelling date, shall not affect the delivery and takeover of the remaining Vessel.
18. Blacklisting
On delivery the Sellers shall hand to the Buyers a letter of undertaking stating that to the best of Sellers’ knowledge the Vessel under present Ownership is not blacklisted by any nation including the Arab Boycott League in Damascus and the Vessel is in all Aspects compliant with the U.S. Coastguard regulations.
19. Private and Confidential Clause
The terms and conditions of this sale to he kept strictly private and confidential by all parties. However should the sale be reported, neither the Buyers or the Sellers have any right to withdraw from the contract and its obligations. The Buyers have the right to incorporate in their F-l prospectus under confidentially filing with the SEC the terms of this Memorandum of Agreement.
20. Buyers’ Subject Initial Public Offering (IPO)
The sale is subject to Initial Public Offering of Xxxx Maritime Ltd., to be lifted not later than 30 days from date of this Memorandum of Agreement. In the event that the Sellers receive a firm offer from other Buyers unrelated to the Sellers which they feel worth to consider/take up for negotiations, subsequent to signing this Memorandum of Agreement but prior to the Buyers IPO subjects feeing lifted, then the Buyers shall be given 2 (two) working days to lift their subject.
This Memorandum of Agreement has been drawn up and executed in 2 (two) Originals, 1 (one) of which is to be retained by the Sellers and 1 (one) of which is to be retained by the Buyers.
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The SELLERS: |
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The BUYERS: |
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/s/ [ILLEGIBLE] |
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Dietnich Schula |
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Attorney In Fact |
Copyright Norwegian
Shipbrokers’ Association, Xxxx, Norway.
Printed and sold by X-Xxxxxxx X/X, Xxxxxxxxx & Xxxxxx, Xxxx,
Xxxxxx.
Fax: 47-22-25 28 69. Phone: 47-22-25 81 90.
ADDENDUM NO. 1
dated 1st March, 2010
to the
MEMORANDUM OF AGREEMENT
dated 27th January, 2010
(the “MOA”)
made between
FRISIA SCHIFFAHRT MT “WALTZ” GMBH &
CO. KG
(the “Sellers”)
and
XXXX MARITIME LIMITED or nominees
(the “Buyers”)
relative to the Vessel MT “WALTZ” (the “Vessel”).
The Sellers and the Buyers have today agreed on the following amendments with respect to the following Clauses of the MOA:
Clause 1. Purchase Price:
US $ 68,300,000— (in words: United States Dollars Sixty-Eight Million Three Hundred Thousand) cash on delivery.
Clause 20. Buyers’ Subject Initial Public Offering (IPO):
The sale is subject to the Initial Public Offering of Xxxx Maritime Limited., to be lifted not later than 26th March, 2010. Should the Buyers successfully place the IPO then the Buyers are obligated to purchase the Vessel.
In the event that the Sellers receive a firm offer up to and including March 10, 2010 from other Buyers unrelated to the Sellers, which they feel worth to consider/take up for negotiations, then the Buyers shall be given 2 (two) working days to lift their subject. This provision shall automatically cease on 17.00 h New York time on March 10, 2010.
All other terms and conditions of the MOA shall remain unchanged and in full force and effect.
This Addendum No. 1 has been drawn up and executed in 2 (two) Originals, 1 (one) of which is to be retained by the Sellers and 1 (one) of which to be retained by the Buyers.
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The SELLERS: |
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The BUYERS: |
