Memorandum of Agreement - Iron Beauty

MEMORANDUM OF AGREEMENT

 

 

 

Dated: 2^nd September, 2006

 

ALEXANDRIA SHIPPING CO., LTD., of Limassol, Cyprus

hereinafter called the Sellers, have agreed to sell, and

IRON BEAUTY SHIPCO LLC, of the Marshall Islands

hereinafter called the Buyers, have agreed to buy

 

Name: m.v. “THALASSINI AVRA”

 

Classification Society/Class:: Det norske Veritas + 1A1 Bulk Carrier ESP ES (S) HC-EA EO LCS-SI

 

 

Built: 7/2001   By China Shipbuilding Corporation, Kaohsiung

 

Flag: Cyprus   Place of Registration: Limassol

 

Call Sign P3A119    Grt/Nrt. 85,957/54,682

 

IMO Number: 9212101

 

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$ 68,400,000 (Sixty Eight Million Four Hundred Thousand Dollars United States Currency) cash.

 

2. Deposit

 

As security for the correct fulfillment 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 has been signed on facsimile by both parties, which shall be within 3 (three) working days of the date hereof. This deposit shall be placed with The Royal Bank of Scotland plc, Shipping Business Centre, 5/10 Great Tower Street London, EC3, Swift Code: RBOSGB2L, and held by them in a joint interest bearing account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers are the Buyers. Interest if any, to be credited to the Buyers. Any fee charged for holding the said deposit and for the opening and closing of the account shall be borne equally by the Sellers and the Buyers.

 

3. Payment

 

The said Purchase Price (10% - ten per cent - deposit, 90% - ninety per cent - balance together with the estimated amount for lubricating oils payable under Clause 7 herein based on the Sellers/Buyers’ Representative’s agreed quantities and any other money payable by the Buyers to the Sellers) shall be remitted by the Buyers and paid in full free of bank charges to the Sellers’ nominated account with The Royal Bank of Scotland plc, Shipping Business Centre, 5/10 Great

 

 

 

a)

 

b)

 

 

 

 

 

a)

 

b)

 

 

 

 

c)

 

 

 

 

 

d)

 

 

a)**

 

b)**

 

 

c)

 

 

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, on shore and on order. 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. 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, out the replaced items shall be the property of the Buyers. The radio installation and navigational equipment as well as GMDSS equipment, computers and printers shall be included in the sale without extra payment. All stores and provisions shall be included in the sale and be taken over by the Buyers without extra payment.

 

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc. exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s, Officers’ and Crew’s personal belongings including the sop chest are to be excluded from the sale, as well as the following additional items (including items on hire):

The Buyers shall take over the and unbroached and unused main engine and generator lubricating oils which have not passed through the Vessel’s system, in storage tanks and and pay the Sellers’ last purchased prices less any discounts as evidenced by copies of the relevant vouchers and discount agreement. The Vessel’s bunkers are the property of the Vessel’s Time Charterers (see Clauses 19 and 21 herein) and shall be dealt with by the Buyers (as the new Owners) under the provisions of the Charter Party. However 37 tons of fuel oil remaining onboard belong to the Sellers and the Buyers are to pay for this at the time of delivery at the Sellers’ net purchased price as evidenced by invoices. 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, at the offices of The Royal Bank of Scotland plc, S/10 Great Tower Street, London EC3

 

In exchange for payment of the Purchase Price along with any other payments called for in accordance with this Agreement the Sellers shall furnish the Buyers with Bill(s) of Sale and other normal delivery documentation as required by the Buyers for registration and legal/valid transfer of the Vessel’s title to the Buyers, a list of which shall be agreed with the Buyers and incorporated in on Addendum to this Agreement.

a)

 

b)

 

c)

 

d)

 

e)

 

 

 

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 to 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 existing manuals/instruction books/plans, main engine and generators’ previous overhaul reports 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, free from all charters, encumbrances, mortgages and mantime 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 changes 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 in the same condition as she was at the time of inspection, normal wear and tear excepted. However the Vessel shall be delivered with her present class fully maintained free of notation and free of average damage affecting the Vessel’s class, and with all her classification certificates and national/international trading certificates according to the vessel’s present flag, clean, valid and unextended for a minimum period of 3 (three) months at the time of delivery. All continuous surveys/survey cycles to be up to date and valid. The Vessel shall be delivered in full accordance with the latest IMO MARPOL, SOLAS regulation, applicable for foreign flag vessels of this age. “Inspection” in this Clause 11. shall mean the Buyers’ inspection according to Clause 4 a) or 4 b), if applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over without inspection, the date of this Agreement shall be the relevant date

*

 

12.

Upon delivery the Buyers undertake to change the name of the Vessel and after 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 earn 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 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 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 two representatives on board the Vessel at their sole risk and expense. These representatives are on board for the purpose of familiarisation of the Vessel’s operational characteristics and in the capacity of observers only, and they shall not interfere in any respect with the operation/manning of the Vessel The Buyers or Buyers’ representatives shall sign the Sellers’ standard latter of indemnity prior to their embarkation

 

16 Arbitration

a)*

Clause 17.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Sellers:

ALEXANDRIA SHIPPING CO., LTD.

 

/s/ Andonis T.N. Lemos Andonis T.N. Lemos

 

Attorney-in-Fact