MEMORANDUM OF AGREEMENT
Exhibt 4.11
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Norwegian Shipbrokers’ Association’s Memorandum |
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of Agreement for sale and purchase of ships. |
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Adopted by The Baltic and International Maritime |
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Council (BIMCO) in 1956. |
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Code-name |
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SALEFORM 1993 |
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Revised 1966, 1983 and 1986/87. |
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Dated: 27 July 2007
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Baffin GmbH and Co. KG hereinafter called the Sellers, have agreed to sell, and Britannia Xxxx Xxx, |
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Xxxxxx, Xxxxxx Xxxxxxx or their guaranteed nominee |
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hereinafter called the Buyers, have agreed to buy |
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Name: m. v. BAFFIN |
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Classification Society/Class: Germanischer Xxxxx |
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Built: 1995 in South Korea |
By: Daewoo Shipbuilding |
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Flag: Antigua and Barbuda |
Place of Registration: St. John’s |
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Call Sign: V2C16 |
Grt/Nrt: 27,078/13,844 |
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Register Number: IMO 9079169 |
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hereinafter called the Vessel, on the following terms and conditions: |
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Definitions |
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“Banking days” are days on which banks are open both in the country |
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of the currency stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8 and in the |
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United Kingdom. |
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“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, |
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a registered letter, telex, telefax or other modern form of written communication. |
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“Classification Society” or “Class” means the Society referred to in line 4. |
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1. |
Purchase Price USD 35,500,000 (United States Dollars, thirtyfive million five hundred thousand) |
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2. |
Deposit |
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As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10% |
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(ten per cent) of the Purchase Price within 3 banking days from the date of this |
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Agreement and the opening of a joint account. This deposit shall be placed with Xxxxxx Landesbank, |
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Breman |
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and held by them in a joint account for the Sellers and the Buyers, to be released in accordance |
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with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the |
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Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the |
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Buyers. |
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3. |
Payment |
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The said Purchase Price shall be paid in full free of bank charges to Xxxxxx Landesbank, Bremen |
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on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect |
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physically ready for delivery in accordance with the terms and conditions of this Agreement and |
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Notice of Readiness has been given in accordance with Clause 5. |
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4. |
Inspections |
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a)* |
The Buyers have inspected and accepted the Vessel’s classification records. The Buyers |
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have also inspected the Vessel at/in Rouen, France on 16/17th July 2007 |
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and have accepted the Vessel following this inspection and the sale is outright and definite, |
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subject only to the terms and conditions of this Agreement. |
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This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
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4 a) and 4b) are alternatives: delete whichever is not applicable. In the absence of deletions, |
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alternative 4a) to apply. |
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5. |
Notices, time and place of delivery |
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a) |
The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall |
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provide the Buyers with 30, ,20 , and 3 days notice of the estimated time of arrival |
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at the |
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Intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place |
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of delivery and in every respect physically ready for delivery in accordance with this |
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Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery. |
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b) |
The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or |
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anchorage |
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In the Sellers’ option. |
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Expected time of delivery: |
12th January, 2008 |
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Date of cancelling (see Clauses 5c). 6b) (iii) and 14): 10th Februar, 2008 |
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c) |
If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the |
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Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in |
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writing stating the date when they anticipate that the Vessel will be ready for delivery and |
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propose a new cancelling date. Upon receipt of such notification the Buyers shall have the |
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option of either cancelling this Agreement in accordance with Clause 14 within 7 running |
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days of receipt of the notice or of accepting the new date as the new cancelling date, if the |
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Buyers have not declared their option within 7 running days of receipt of the Sellers’ |
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notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification |
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shall be deemed to be the new cancelling date and shall be substituted for the cancelling |
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date stipulated in line 61. |
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If this Agreement is maintained with the new cancelling date all other terms and conditions |
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hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full |
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force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any |
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claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by |
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the original cancelling date. |
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d) |
Should the Vessel become an actual, constructive or compromised total loss before delivery |
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the deposit together with interest earned shall be released immediately to the Buyers |
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whereafter this Agreement shall be null and void. |
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6. |
Drydocking/Divers inspection |
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b)** |
(i) The Vessel is to be delivered without drydocking. However, the Buyers shall |
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have the right at their expense to arrange for an underwater inspection by a diver approved |
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This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
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by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their |
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cost make the Vessel available for such inspection. The extent of the inspection and the |
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conditions under which it is performed shall be to the satisfaction of the Classification |
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Society. If the conditions at the port of delivery are unsuitable for such inspection, the |
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Sellers shall make the Vessel available at a suitable alternative place near to the delivery |
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port: |
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(ii) if the rudder, propeller, bottom or other underwater parts below the deepest load line |
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are found broken, damaged or detective so as to affect, the Vessel’s class, then unless |
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repairs can be carried out afloat to the satisfaction of the Classification Society, the |
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Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by the |
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Classification Society of the Vessel’s underwater parts below the deepest load line, the |
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extent of the inspection being in accordance with the Classification Society’s rules, if the |
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rudder, propeller, bottom or other underwater parts below the deepest load line are found |
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broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made |
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good by the Sellers at their expense to the satisfaction of the Classification Society |
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without condition/recommendation*. In such event the Sellers are to pay also for the cost of |
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the underwater inspection and the Classification Society’s attendance. |
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(iii) if the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry |
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docking facilities are available at the port of delivery, the Sellers shall take the Vessel |
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to a port where suitable drydocking facilities are available, whether within or outside the |
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delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver |
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the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the |
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purpose of this Clause, become the new port of delivery. In such event the cancelling date |
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provided for in Clause 5 b)) shall be extended by the additional time required for the |
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drydocking and extra steaming, but limited to a maximum of 14 running days. |
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c) |
If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above |
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(i) the Classification Society may require survey of the tailshaft system, the extent of |
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the survey being to the satisfaction of the Classification surveyor. If such survey is not |
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required by the Classification Society, the Buyers shall have the right to require the tailshaft |
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to be drawn and surveyed by the Classification Society, the extent of the survey being in |
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accordance with the Classification Society’s rules for tailshaft survey and consistent with |
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the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they |
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require the tailshaft to be drawn and surveyed not later than by the completion of the |
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inspection by the Classification Society. The drawing and refitting of the tailshaft shall be |
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arranged by the Sellers, Should any parts of the tailshaft system be condemned or found |
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defective so as to affect the Vessel’s class, those parts shall be renewed or made good at |
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the Sellers’ expense to the satisfaction of the Classification Society without |
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condition/recommendation*. |
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(ii) the expenses relating to the survey of the tailshaft system shall be borne |
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by the Buyers unless the Classification Society requires such survey to be carried out, in |
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which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses |
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if the Buyers require the survey and parts of the system are condemned or found defective |
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or broken so as to affect the Vessel’s class*. |
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(iii) the expenses in connection with putting the Vessel in and taking her out of |
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drydock, including the drydock dues and the Classification Society’s fees shall be paid by |
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the Sellers if the Classification Society issues any condition/recommendation* as a result |
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of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers |
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shall pay the aforesaid expenses, dues and fees. |
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(iv) the Buyers’ representative shall have the right to be present in the drydock, but |
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without interfering with the work or decisions of the Classification surveyor. |
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(v) the Buyers shall have the right to have the underwater parts of the Vessel |
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cleaned and painted at their risk and expense without interfering with the Sellers’ or the |
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Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, |
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however, the Buyers’ work in drydock is still in progress when the Sellers have |
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completed the work which the Sellers are required to do, the additional docking time |
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needed to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event |
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that the Buyers’ work requires such additional time, the Sellers may upon completion of the |
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Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock |
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and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether |
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the Vessel is in drydock or not and irrespective of Clause 5 b). |
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* |
Notes, if any, in the surveyor’s report which are accepted by the Classification Society. |
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This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
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without condition/recommendation are not to be taken into account. |
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** |
6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions, |
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alternative 6 a) to apply. |
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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 |
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shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare |
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propeller(s)/propeller blade(s), If any, belonging to the Vessel at the time of inspection used or |
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unused, whether on board or not shall become the Buyers’ property, but spares on order are to be |
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excluded, Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to |
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replace spare parts including spare tail - end shaft(s) and spare propeller(s)/propeller blade(s) which |
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are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the |
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property of the Buyers. The radio installation and navigational equipment shall be included in the sale |
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without extra payment if they are the property of the Sellers. Unused stores and provisions shall be |
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included in the sale
and be taken over by the Buyers |
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The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the |
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Sellers’ flag or name, provided they replace same with similar unmarked items, Library, forms, etc., |
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exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s, |
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Officers’ and Crew’s personal belongings including the slop chest are to be excluded from the sale, |
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as well as the following additional items (including items on hire): |
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1. Globe Wireless Communication Equipment |
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2. Iridium Telephone |
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3. Gas Bottles |
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The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and |
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sealed drums and pay |
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Fuel Oil: USD as per Xxxxx’x quoted in the bunkering port nearest to the delivery port. |
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Diesel Oil: USD as per Xxxxx’x quoted in the bunkering port nearest to the delivery port. |
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Lub Oil: Prices as per last invoices. |
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Heavy Oil: Prices as per last invoices. |
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Greases: Prices as per last invoices. |
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Payment under this Clause shall be made at the same time and place and in the same currency as |
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the Purchase Price. |
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8. |
Documentation |
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The place of closing: Bremen |
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In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery |
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documents, |
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This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
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At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of |
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Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the |
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Buyers. |
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At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all |
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plans etc., excluding ISM/ISPS Manuals and plans which are on board the Vessel. Other certificates |
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which are on board the Vessel shall also |
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be handed over to the Buyers unless the Sellers are required to retain same, in which case the |
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Buyers to have the right to take copies. Other technical documentation which may |
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be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so |
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request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take |
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copies of same. |
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9. |
Encumbrances |
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The Sellers warrant
that the Vessel, at the time of delivery, is free from all |
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mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake to |
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indennify the Buyers against all consequences of claims made against the Vessel which have |
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been incurred prior to the time of delivery. The vessel is fixed under the attached NYPE Charter Party |
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dated 29 January 2007 for account of Kristian Jebsens Rederi A/S, Norway for which the Buyers |
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guarantee to the Sellers to take over and perform the entire Charter Party terms as new Owners. |
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10. |
Taxes, etc. |
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Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag |
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shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ |
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register shall be for the Sellers’ account. |
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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 |
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delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be |
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delivered and taken over as she was at the time of inspection, fair wear and tear excepted. |
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However, the Vessel shall be delivered with her class maintained without condition/recommendation*, |
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free of average damage affecting the Vessel’s class, and with her classification certificates and |
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national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and |
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unextended without condition/recommendation* by Class or the relevant authorities at the time of |
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delivery. |
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“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) or 4 b), if |
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applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over |
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without inspection, the date of this Agreement shall be the relevant date. |
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Notes, if any, in the surveyor’s report which are accepted by the Classification Society |
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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 tunnel markings. |
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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 |
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Agreement, and they shall be entitled to claim compensation for their losses and for all expenses |
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incurred together with interest. |
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Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to |
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cancel the Agreement, in which case the deposit together with interest earned shall be released to the |
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Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further |
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compensation for their losses and for all expenses incurred together with interest. |
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14. |
Sellers’ default |
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Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready |
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to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have |
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the option of canceling the Agreement provided always that the Sellers shall be granted a |
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maximum of 3 banking days after Notice of Readiness has been given to make arrangements |
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This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
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for the documentation set out in Clause 8. If after Notice of Readiness has been given but before |
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the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not made physically |
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ready again in every respect by the date stipulated in line 61 and new Notice of |
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Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect |
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to cancel this Agreement the deposit together with interest earned shall be released to them immediately. |
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Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready |
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to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for |
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their loss and for all expenses together with interest if their failure is due to proven |
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negligence and whether or not the Buyers cancel this Agreement. |
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15. |
Buyers’ representatives |
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After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers |
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have the right to place two representatives on board the Vessel at their sole risk and expense upon |
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arrival at convenient
port
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These representatives are on board for the purpose of familiarisation and in the capacity of |
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observers only, and they shall not interfere in any respect with the operation of the Vessel. The |
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Buyers’ representatives shall sign the Sellers’ letter of indemnity prior to their embarkation. After 7 (seven) |
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days of the deposit being lodged in the joint account, Buyers can place their 2 (two) representatives |
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onboard until time of delivery. |
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16. |
Arbitration |
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a)* |
This Agreement shall be governed by and construed in accordance with English law and |
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any dispute arising out of this Agreement shall be referred to arbitration in London in |
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accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or |
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re-enactment thereof for the time being in force, one arbitrator being appointed by each |
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party. On the receipt by one party of the nomination in writing of the other party’s arbitrator, |
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that party shall appoint their arbitrator within fourteen days, failing which the decision of the |
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single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree |
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they shall appoint an umpire whose decision shall be final. Arbitrators to be members of the |
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LMAA. |
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16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of |
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deletions, alternative 16 a) to apply. |
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Sellers: |
Buyers: |
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/s/ X. Xxxxxxxxx |
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/s/ Xxxxx Xxxxxx |
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Franklin GmbH and Co. KG |
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This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
ADDENDUM NO. 1
to a Memorandum of Agreement dated 27 July 2007 (the “MOA”)
between
M/S “Baffin” GmbH &
Co KG of Bremen, Germany
(the “Sellers”)
and
Enterprise Bulk Services S.A. of Panama
(the “Buyers”)
for the sale of M.V. BAFFIN (the “Vessel”)
It has this day been mutually agreed between the Sellers and the Buyers as follows:
A) In exchange for the payment of purchase price and all other sums due at the time of delivery of the Vessel the Sellers shall provide the Buyers with following documents (where not in English along with certified English translation):
1. Xxxx of Sale (Form 10A) in two (2) originals, specifying that the Vessel is free from all encumbrances, mortgages and maritime liens any other debts or claims whatsoever, notarially attested and legalised by Apostille. The Notify Public shall expressly confirm on each Xxxx of Sale (i) the authenticity of the signature; (ii) the due authority of the person executing the Xxxx of Sale on behalf of the Sellers; (iii) that at the time of execution of the Xxxx of Sale the Sellers were the owners of the Vessel and (iv) that at the time of execution of the Xxxx of Sale the Vessel is free from registered encumbrances;
2. Evidence that the sale of the Vessel to the Buyers has been duly authorised by the Sellers, namely:-
(a) original minutes of separate meetings of the Board of Directors and Shareholders of the Sellers resolving to sell the Vessel to the Buyers, notarially attested and legalized by Apostille;
(b) original Power of Attorney of the Sellers, notarially attested and legalised by Apostille, authorising their appointed representatives so execute all necessary documents in order to all the Vessel to the Buyers;
(c) original Secretarial Certificate of the Sellers, notarially attested and legalised by Apostille, confirming the names of the Directors and Officers of the Board of Directors of the Sellers and attaching certified copies of the following documents:-
(i) Certificate of Incorporation;
(ii) Memorandum and Articles of Incorporation / By-laws of the Sellers, or the equivalent constitutional documents of the Sellers; and
(d) Original Certificate of Goodstanding of the Sellers dated not earlier than ten (10) Banking Days prior to the date of delivery of the Vessel;
3. An original Transcript of Register for the Vessel issued by the German Ship Registry in Hamburg and dated the date of delivery of the Vessel confirming that the Vessel is (i) owned by the Sellers and (ii) free of all registered encumbrances. In the event that an original Transcript of Register for the Vessel is not available of the Closing Meeting then Sellers to arrange for the German Ship Registry in Hamburg to send a fax copy of the original Transcript of Register to the Closing Meeting and Sellers to deliver to Buyers an Undertaking to deliver the original Transcript of Register to the Buyers within five (5) Banking Days of delivery;
4. If as a matter of practice the same is issued by the German Ship Registry in Hamburg, an original and valid consent to the sale and deletion of the Vessel issued by the German Ship Registry in Hamburg;
5. An original Deletion Certificate for the Vessel issued by the Antigua and Barbuda Ship Registry (on termination of the bareboat registration of the Vessel;
6. An original Closed Continuous Synopsis Record (CSR) issued by the Antigua and Barbuda on deletion of the Vessel from the bareboat charter registration;
7. An original Confirmation of Class issued by the Vessel’s classification society and dated not earlier than three (3) Banking Days prior to the date of delivery of the Vessel confirming that the Vessel is in class and free from recommendations and/or conditions;
8. Copies of the Vessel’s Antigua and Barbuda Certificate of Registry and Radio Licence and (if available) German Certificate of Registry and Radio Licences and unexpired copies of the Vessel’s Safety Equipment, Safety Construction, Safety Equipment, Loadline, International Tonnage, I.O.P.P., ISM DOC, ISM SMC, ISPS ISSC and ISPS CSR and all other relevant Vessel’s certificates to be provided by Sellers to the Buyers within five (5) Banking Days of the connection by both Parties in fax or email copy of this Addendum;
9. An original Certificate of Deletion for the Vessel issued by the German Ship Registry in Hamburg dated the date of delivery of the Vessel to the Buyers duly notarized and / or authenticated by means of an Apostille for Panama OR if as a matter of practice an Original Deletion Certificate is not available at the time of delivery of the Vessel, a letter from the Sellers to the Buyers undertaking to provide an original Deletion Certificate issued by the German Ship Registry in Hamburg (duly notarized and / or authenticated by means of an Apostille for Panama as aforesaid) to the Buyers as soon as possible following delivery but in any event within thirty (30) days of the date of delivery of the Vessel;
10. Written Undertaking from the Sellers to deliver to the Buyers as soon as practicable but in any event within thirty (30) days from the date of delivery of the Vessel in original Closed Continuous Synopsis Record issued by the German Ship Registry;
11. Commercial Invoice for the Vessel in two (2) originals;
12. An invoice for bunkers and lubricating oils remaining on board the Vessel at the time of delivery with all supporting vouchers;
13. Letter from the Sellers confirming that to the best of Sellers’ knowledge and belief during the period of the Seller’s ownership the Vessel has not been blacklisted by the Arab Boycott League in Damascus or by any other nation, state or organisation;
14. Letter from the Sellers confirming that during the period of the Sellers’ ownership the Vessel has not been detained by any Port State Control authorities;
15. Letter of confirmation from the Sellers that to the best of Sellers’ knowledge and belief during the period of the Sellers’ ownership the Vessel has not touched bottom.
16. Letter of confirmation from the Sellers confirming that at the time of delivery of the Vessel they shall decommission INMARSAT(s) without delay; and
17. Any additional documents as may reasonably be required by the Panama Ship Registry for the purpose of registering the title in the Vessel in the Buyers, provided that the Buyers notify the Sellers of any such documents as soon as reasonably practicable after the date hereof.
Latest, one (1) Banking Day prior to date of tendering Notice of Readiness the Sellers shall provide the Buyers with a full set of specimen copies of above listed delivery documents except Items A 3, 5, 7 and 8 which shall be provided to the Buyers when issued.
At the time of delivery the Sellers shall also hand to Buyers all classification and trading certification which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers accept the Original Certificate of Registry, Radio Licence, the ISM DOC, the ISM SMC and the ISPS ISSC but the Buyers have the right to take copies.
B. Documents to be provided by the Buyers:
(1) Original Minutes of the Board of Directors of the Buyers, notarially attested and legalised by Apostille resolving to purchase the Vessel from the Sellers and to release the 5% deposit in the joint account held in the name of the Buyers and the Sellers;
(2) Original Power of Attorney of the Buyers, notarially attested and legalised by Apostille, authorising its appointed representatives to execute all necessary documents in order to purchase the Vessel from the Sellers and to release the 5% deposit held in the joint account in the name of the Buyers and the Sellers;
(3) Certificate of Goodstanding of the Buyers dated not earlier than ten (10) Banking Days prior to the date of delivery of the Vessel.
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.
All other terms and conditions of this Memorandum of Agreement to remain in full force and effect.
Dated this day of August 2007.
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/s/ X. Xxxxxxxx |
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/s/ Xxxxx Xxxxxx |
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For SELLERS |
For BUYERS |
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Internaut Shipping GmbH
Xxxxxxx Xxxxxx
Xx Xxxxxx 000 x
00000 Xxxxxxx
Xxxxxxx
27th July 2007
Dear Sirs
Pursuant to our MOA agreements for my Baffin and my Franklin dated 21.7.2007 and a successful delivery/handover of each vessel we, Britannia Bulk Plc, London, hereby guarantee to Internaut Shipping the performance of vessels’ as new owners under NYPE Charter Party dated 29, January 2007 for account of Kristian Jebsens Rederi A/S, Bergen.
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Yours faithfully |
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/s/ X.X Xxxxxx |
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X X Xxxxxx Managing Director |
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Britannia Bulk plc |
Phone: |
x00 (0)00 0000 0000 |
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Dexter house |
Fax: |
x00 (0)00 0000 0000 |
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2 Royal Mint Court |
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xxxxxxxxxx@xxxxxxxx.xxx |
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Xxxxxx XX0X 0XX, XX |
Internet |
xxx.xxxxxxxx.xxx |
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Reg in Eng. No 03842976 |
VAT Reg. No: GB 000 00 0000 |
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