EX-10.5
10
y03638exv10w5.htm
EX-10.5
Exhibit
10.5
MEMORANDUM OF AGREEMENT
Dated: 2nd June 2010
| | | |
|
| |
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.
| |
| |
ILAIRA SHIPPING & TRADING SA
hereinafter called the Sellers, have agreed to sell, and
GENERAL MARITIME CORPORATION or their guaranteed nominee
hereinafter called the Buyers, have agreed to buy
Name: M/T CRUDESKY
Classification Society/Class: Det Norske Veritas
| | | |
|
| Built: 2007
| | By: Daewoo Shipbuilding & Marine Engineering Co., Ltd. |
| |
| Flag: Greece
| | Place of Registration: Piraeus |
| |
| Call Sign: SZHE
| | Grt/Nrt: 157,844/108,567 |
Register Number: 9322281
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 US$ 96,000,000 (Ninety six million United States Dollars)
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 three (3) New York banking days from the date of
this Agreement after both parties have signed this agreement by fax/email exchange and all subjects
are lifted. This deposit shall be placed with the Sellers nominated bank in
London or Monaco or
Switzerland and held by them in a joint account for the Sellers or their nominee and the Buyers or their
nominee, 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 balance Purchase Price shall be paid in full free of bank charges to the Sellers
nominated bank in
London or Monaco or Switzerland (non Eurozone) on delivery of the 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. The day on which the Notice of Readiness is given shall not
be included for the purpose of counting the number of days in the preceding sentence, in
accordance with Clause 5.
4. Inspections
| | | The Buyers have waived their right to inspect the Vessel and the Class Records and have
accepted same. The Buyers have the right to inspect the Vessel and Class records but it does not
constitute a subject to the sale, therefore this sale is outright and definite with delivery
‘asis’, subject only to the terms and conditions of this Agreement. |
| 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 |
| |
| | | 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 Sellers. During the- inspection, the Vessel’s deck and engine log books
shall be made available for examination by the Buyers. 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 not
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 4b) are alternatives; delete whichever is not applicable. In the absence of
deletions, alternative 4a) to apply. |
| |
| 5. | | Notices, time and place of delivery |
| |
| a) | | The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall
provide the Buyers with 30,15, 10, 5 and 3 days notice of the estimated time of arrival
at the intended place of drydecking/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 free of cargo at/ in Sellers’ option worldwide excluding areas prohibited by the
United States of America’s, UN’s or EU’s laws and regulations
in the Sellers’ option. |
| |
| | | Expected time of delivery: Between 15th October 2010 and 15th December 2010, a
schedule to be mutually decided upon. |
| |
| | | Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31st
December 2010 |
| |
| 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 or
their brokers 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 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 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 but excluding the requirement to give advance advice to
Buyers of the |
| | | expected readiness of the Vessel contained in Clauses 5 a) and 5 c) shall remain
unaltered and in full force and effect however buyers do not waive right to receive applicable notices.
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. |
| |
| | | The Sellers to keep the Buyers informed about the itinerary of the Vessel. |
| |
| 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 Seller’s 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 Sellers 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 drydocking 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 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.
|
| |
| | | The Sellers are not required to drydock the Vessel. Sellers shall give Buyers 4 days
notice of the intended place where the vessel will be available for underwater inspection
subject to prompt availability, within 10 days of signing the MOAs. It is noted that the
Buyers wish to take the vessel promptly. Notwithstanding anything in this clause, the
Sellers shall not be held in default pursuant to clause 14 should the Buyers be unable to
arrange and underwater diving inspection at a suitable port by the cancelling date. |
| |
| | | 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. In the
event that the Buyers fail to declare their right of underwater inspection as hereinabove
mentioned or non-attendance of their nominated divers within 24 (twenty four) hours after
the vessel is ready in all respects for said underwater inspection, the Buyers shall be
deemed |
| | | to have waived such underwater inspection and the Sellers may tender Notice of
Readiness in accordance with the provisions of this Agreement. |
| |
| | | The Sellers shall at their cost make the Vessel available for such underwater inspection.
The extent of the underwater inspection shall be in accordance with the Classification
Society practices. If the conditions at the port of delivery are unsuitable for such
underwater inspection, to be decided by Class, the Sellers shall make the vessel available
at a suitable alternative place near to the delivery port. 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 Classification Society, the Sellers are to pay for
the cost of the underwater inspection and the Classification Society attendance, otherwise
the Buyers are to pay for the cost of underwater inspection and the Classification Society
attendance. |
| |
| | | If damage affecting Classification Society is found but Classification Society do not
require same to be until the next scheduled drydocking, the Buyers shall have to take
delivery of the Vessel with such damage unrepaired. The Sellers shall pay the Buyers the
direct cost of repairs required to repair said damage affecting Classification Society to
the satisfaction of the Classification Society without condition/recommendation excluding
tank cleaning, desluging, drydocking and general services expenses. The Buyers and the
Sellers shall each approach a major shipyard in Asia (Dubai-China range) promptly to
determine the direct cost of repairs based upon the repairs being carried out in Asia
(Dubai-China range) excluding the costs of tank cleaning, deslugging, drydocking and
general services expenses as mentioned above. The direct cost shall be based upon the
arithmetic average of the quotations from the above (2) major shipyards and the amount to
be paid shall be final and binding. The Sellers shall pay the Buyers as soon as possible
but within 5 (five) running days after delivery of the Vessel. |
| |
| | | If damage affecting Classification Society is found and Classification Society require same
to be repaired immediately, then the Sellers shall drydock the Vessel and repair such
damage to the satisfaction of the Classification Society without condition/recommendation
at their cost and time in accordance with Clause 6 of this Agreement. During such
drydocking, the Buyers have the right to have 2 (two) representatives attend at the Buyers
sole risk and expenses and to paint the Vessel’s bottom and to carry out other minor works,
subject to the Sellers’ approval which is not to be unreasonably withheld, without
interference to the Sellers’ repair works but always excluding hot works, in drydock,
against the Buyers signing the Sellers’ usual Letter of Indemnity and provided such
attendance and painting does not interfere with the Sellers’ work. If the Sellers’ work is
completed whilst the Buyers’painting work is still in progress then delivery shall be in
drydock. |
| |
| | | If the vessel is required to be drydocked in accordance with the provisions hereof,
notwithstanding Clause 5 hereof, the Vessel shall be delivered at the port of the dockyard
and the cancelling date as per Clause 5 hereof shall be automatically extended to cover all
the time for positioning to, waiting for, any carrying out the drydock and the repairs
required by Classification Society but limited to a maximum of 30 (thirty) running days.
The contents of Clause 5c will apply in that instance as well. |
| |
| 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 net applicable, in the
absence of deletions, alternative 6 a ) to apply. |
| |
| | | If Sellers’ works are completed before Buyers’ works (if any), and if Buyers’ work
will be completed before the expiration of the three (3) days notice of readiness, the
Seller will shift the Vessel out of drydock to a place of delivery before the expiration
of the three (3) day period. |
| |
| | | If the Buyers accept delivery of the Vessel in drydock, the Sellers shall deliver to the
Buyers at the time of closing evidence that the Sellers have satisfied their financial
obligations to the drydock, shipyard or other similar facility, and to any subcontractors,
and that such drydock, shipyard or other similar facility and subcontractors waive any and
all right to detain, arrest or attach the Vessel for any financial obligation of the
Sellers to such drydock, shipyard or other similar facility and subcontracts, including
but not limited to tugboats engaged to assist the Vessel to depart from the drydock or
shipyard or other similar facility. |
| |
| | | For the avoidance of doubt, the vessel will not be delivered under this clause 6 at any
port prohibited by the United States of America, the European Union or the Untied Nations. |
7. Spares/bunkers, etc.
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and
on shore excluding models. 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 Provisions and bonds are property of crew and are to be taken over and paid for by the
Buyers at a price to be agreed with Vessel’s Master and/or Chief Xxxxxxx as representative of crew
but if Buyers do not wish to take over and pay for such provisions and bonds then it shall be at
Master’s discretion to remove same or leave on board free of charges to Buyers excluding bonded
cigarettes which cannot be taken ashore by law.
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):
All items on hire such as but not limited to, Wilhesen Gas bottles and Videotel Library together
with the officers’/masters’/crews’ personal effects, computers, spos, portable cargo holds
cleaning equipment sass (contracted) are excluded. Tempus system. Further items will be advised.
The Buyers shall take over the remaining bunkers and unused/unbroached lubricating oils and grease
in storage tanks and
sealed drums and pay the Sellers’ net invoiced price
against supporting invoices. current net
market price (excluding barging expenses) at the pert and date of
delivery of the vessel.
Payment under this Clause shall be made at the same time and place and in the same currency as
the Purchase Price.
8. Documentation
The place of closing:
London or Piraeus (in Sellers option)
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with
delivery documents, as described in any attached Addendum to
this Agreement namely:
| 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 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. The vessel HSEOMS, VRP, CAVCP, SOPEP, SSP and SSA will be removed and no copies
shall be given to Buyers. Vessel’s CSR will remain on board
following delivery under this
Agreement. Original SMC and ISSC will be removed but Buyers will have the right to take
copies.
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, 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 on asis basis. National/International trading certificates (namely
safety construction, safety radio, safety equipment, loadline) valid at the time of delivery. CSM
up to date but extension acceptable. 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/recommendation* by Class or the
relevant authorities at the time of delivery.
“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) or 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 report which are accepted by the Classification Society
without condition/recommendation are not to be taken into account. |
| |
| | | At the time of delivery, the Vessel will be delivered in Class without recommendations
affecting class. |
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 at 10 percent per annum.
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 at 10
percent per annum.
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 Clause 5b) the Buyers
shall have the option of canceling 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 Clause 5b) 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 Clause 5b) 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 two representatives on board the Vessel 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. The
Buyers’ representatives shall sign the Sellers’ 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 1996 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)* | | This Agreement shall be governed by and construed in accordance with Title 9 of the United
States Code and the Law of the State of New York and should any dispute arise out of this
Agreement, the matter in dispute shall be referred to three persons at New York, one to be
appointed by each of the parties hereto, and the third by the two so chosen; their decision
or that of any two of them shall be final, and for purpose of enforcing any award, this
Agreement may be made a rule of the Court. |
| |
| | | The proceedings shall be conducted in accordance with the rules of the Society of Maritime
Arbitraters, Inc. 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 alternatives; delete whichever is not applicable. In the absence of
deletions, alternative 16 a) to apply. |
17) The sale is to be an all cash transaction and Buyers /Sellers to discuss the possibility of
issuing warrants to Sellers. The agreement is subject to a successful equity issuance of General
Maritime Corporation stock within three weeks of this agreement being signed.
18) In consideration of the Buyers agreement to take delivery of the Vessel on expiry of their
charterparties from TMT, rather than in the delivery window of 15th June/15th August 2010, it is
agreed that the buyers will be compensated with a reduction of the price at US $20,000 per day for
every day after 1st September up to and including the day of delivery.
19)
As per the XXXXXXX 98, Shipmanagement Agreement, it is agreed that Crew Management (Box 5),
Technical Management (Box 6), Insurance Arrangements (Box 8) of the Vessel to remain with Metrostar
Management Corp. and Commercial/financial and all corporate responsibilities to be with General
Maritime. Metrostar Management Corp. will document the scope of their Shipmanagement duties in
individual Shipmanagement Agreements in the XXXXXXX 98 form (as amended) for the Vessel.
20) This Agreement is to be kept strictly private and confidential save for any disclosure
required by the securities laws of the United States of America.
21) This agreement is to be governed by the Master Agreement of even date.
| | | | | |
|
| FOR THE BUYERS
| | | FOR THE SELLERS | |
|
| | | | |
| /s/ X.X. Xxxxxxxxx
| | | /s/ Xxxxxxxxx Xxxxxxxx | |
| X.X. Xxxxxxxxx
| | | Xxxxxxxxx Xxxxxxxx | |
| President
| | | President | |
This document is a computer generated copy of “SALEFORM 1993”, printed by authority or the
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, the original document shall apply. The
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.
