EX-4.10 4 a2183648zex-4_10.htm EXHIBIT 4.10

Exhibit 4.10

 

 

 

 

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

Revised 1966, 1983 and 1986/87.

 

 

Dated: 27 July 2007

 

Franklin GmbH and Co, KG hereinafter called the Sellers, have agreed to sell, and Britannia Bulk Plc,
London, United Kingdom or their guaranteed nominee

1

hereinafter called the Buyers, have agreed to buy

2

Name: m.v. FRANKLIN

3

Classification Society/Class: Germanischer Lloyd

4

Built: 1995 in South Korea

By: Daewoo Shipbuilding

5

Flag: Antigua and Barbuda

Place of Registration: St. John’s

6

Call Sign: V2C17

Grt/Nrt: 27,078/13,844

7

Register Number: IMO 9079157

8

 

 

hereinafter called the Vessel, on the following terms and conditions:

9

 

 

Definitions

10

 

 

“Banking days” are days on which banks are open both in the country of the currency

11

stipulated for the Purchase Price in Clause 1 and in the place of closing stipulated in Clause 8 and in the

12

United Kingdom.

 

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa,

13

a registered letter, telex, telefax or other modern form of written communication.

14

 

 

“Classification Society” or “Class” means the Society referred to in line 4.

15

 

 

1.        Purchase Price USD 35,500,000 (United States Dollars, thirtyfive million five hundred

16

thousand)

 

 

 

2.        Deposit

17

 

 

As security for the correct fulfillment of this Agreement the Buyers shall pay a deposit of 10%

18

(ten per cent) of the Purchase Price within 3 banking days from the date of this

19

Agreement and the opening of a joint account. This deposit shall be placed with Bremer Landesbank,

20

Bremen

 

and held by them in a joint account for the Sellers and the Buyers, to be released in accordance

21

with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the

22

Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the

23

Buyers.

24

 

 

3.        Payment

25

 

 

The said Purchase Price shall be paid in full free of bank charges to Bremer Landesbank, Bremen

26

on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect

27

physically ready for delivery in accordance with the terms and conditions of this Agreement and

28

Notice of Readiness has been given in accordance with Clause 5.

29

 

 

4.        Inspections

30

 

 

a)*      The Buyers have inspected and accepted the Vessel’s classification records. The Buyers

31

have also inspected the Vessel at/in Quebec, Canada — on 20/21st July 2007

32

and have accepted the Vessel following this inspection and the sale is outright and definite,

33

subject only to the terms and conditions of this Agreement.

34

 

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.

 


b)*      The Buyers shall have the right to inspect the Vessel’s classification records and declare

35

whether same are accepted or not within              

36

The Sellers shall provide for inspection of the Vessel at/in               

37

The Buyers shall undertake the inspection without undue delay to the Vessel. Should the

38

Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

39

The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.

40

During the inspection, the Vessel’s deck and engine log books shall be made available for

41

examination by the Buyers. If the Vessel is accepted after such inspection, the sale shall

42

become outright and definite, subject only to the terms and conditions of this Agreement,

43

provided the Sellers receive written notice of acceptance from the Buyers within 72 hours

44

after completion of such inspection.

45

Should notice of acceptance of the Vessel’s classification records and of the Vessel not be

46

received by the Sellers as aforesaid, the deposit together with interest earned shall be

47

released immediately to the Buyers, whereafter this Agreement shall be null and void.

48

 

 

*         4 a) and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions,

49

alternative 4a) to apply.

50

 

 

5.        Notices, time and place of delivery

51

 

 

a)        The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall

52

provide the Buyers with 30, 20, and 3 days notice of the estimated time of arrival

53

at the

 

intended place of drydocking/underwater inspection/delivery. When the Vessel is at the place

54

of delivery and in every respect physically ready for delivery in accordance with this

55

Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

56

 

 

b)        The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or

57

anchorage at/in          of an Atlantic Basin port.

58

In the Sellers’ option.

59

 

 

Expected time of delivery: 12 January, 2008

60

 

 

Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 10th February, 2008

61

 

 

c)        If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the

62

Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in

63

writing stating the date when they anticipate that the Vessel will be ready for delivery and

64

propose a new cancelling date. Upon receipt of such notification the Buyers shall have the

65

option of either cancelling this Agreement in accordance with Clause 14 within 7 running

66

days of receipt of the notice or of accepting the new date as the new cancelling date. If the

67

Buyers have not declared their option within 7 running days of receipt of the Sellers’

68

notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification

69

shall be deemed to be the new cancelling date and shall be substituted for the cancelling

70

date stipulated in line 61.

71

 

 

If this Agreement is maintained with the new cancelling date all other terms and conditions

72

hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full

73

force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any

74

claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by

75

the original cancelling date.

76

 

 

d)        Should the Vessel become an actual, constructive or compromised total loss before delivery

77

the deposit together with interest earned shall be released immediately to the Buyers

78

whereafter this Agreement shall be null and void.

79

 

 

6.        Drydocking/Divers inspection

80

 

 

a)**    The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the

81

Classification Society of the Vessel’s underwater parts below the deepest load line, the

82

extent of the inspection being in accordance with the Classification Society’s rules. If the 

83

rudder, propeller, bottom or other underwater parts below the deepest load line are found

84

broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made

85

good at the Sellers’ expense to the satisfaction of the Classification Society without

86

condition/recommendation*.

87

 

 

b)**   (i) The Vessel is to be delivered without drydocking. However, the Buyers shall

88

have the right at their expense to arrange for an underwater inspection by a diver approved

89

 

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.

 


by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their

90

cost make the Vessel available for such inspection. The extent of the inspection and the

91

conditions under which it is performed shall be to the satisfaction of the Classification

92

Society. If the conditions at the port of delivery are unsuitable for such inspection, the

93

Sellers shall make the Vessel available at a suitable alternative place near to the delivery

94

port.

95

 

 

(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line

96

are found broken, damaged or defective so as to affect the Vessel’s class, then unless

97

repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers

98

shall arrange for the Vessel to be drydocked at their expense for inspection by the

99

Classification Society of the Vessel’s underwater parts below the deepest load line, the

100

extent of the inspection being in accordance with the Classification Society’s rules. If the

101

rudder, propeller, bottom or other underwater parts below the deepest load line are found

102

broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made

103

good by the Sellers at their expense to the satisfaction of the Classification Society

104

without condition/recommendation*. In such event the Sellers are to pay also for the cost of

105

the underwater inspection and the Classification Society’s attendance.

106

 

 

(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-

107

docking facilities are available at the port of delivery, the Sellers shall take the Vessel

108

to a port where suitable drydocking facilities are available, whether within or outside the

109

delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver

110

the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the

111

purpose of this Clause, become the new port of delivery. In such event the cancelling date

112

provided for in Clause 5 b)) shall be extended by the additional time required for the

113

drydocking and extra steaming, but limited to a maximum of 14 running days.

114

 

 

c)        If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

115

 

 

(i) the Classification Society may require survey of the tailshaft system, the extent of

116

the survey being to the satisfaction of the Classification surveyor. If such survey is not

117

required by the Classification Society, the Buyers shall have the right to require the tailshaft

118

to be drawn and surveyed by the Classification Society, the extent of the survey being in

119

accordance with the Classification Society’s rules for tailshaft survey and consistent with

120

the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they

121

require the tailshaft to be drawn and surveyed not later than by the completion of the

122

inspection by the Classification Society. The drawing and refitting of the tailshaft shall be

123

arranged by the Sellers. Should any parts of the tailshaft system be condemned or found

124

defective so as to affect the Vessels’ class, those parts shall be renewed or made good at

125

the Sellers’ expense to the satisfaction of the Classification Society without

126

condition/recommendation*.

127

 

 

(ii) the expenses relating to the survey of the tailshaft system shall be borne

128

by the Buyers unless the Classification Society requires such survey to be carried out, in

129

which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses

130

if the Buyers require the survey and parts of the system are condemned or found defective

131

or broken so as to affect the Vessel’s class*.

132

 

 

(iii) the expenses in connection with putting the Vessel in and taking her out of

133

drydock, including the drydock dues and the Classification Society’s fees shall be paid by

134

the Sellers if the Classification Society issues any condition/recommendation* as a result

135

of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers

136

shall pay the aforesaid expenses, dues and fees.

137

 

 

(iv) the Buyers’ representative shall have the right to be present in the drydock, but

138

without interfering with the work or decisions of the Classification surveyor.

139

 

 

(v) the Buyers shall have the right to have the underwater parts of the Vessel

140

cleaned and painted at their risk and expense without interfering with the Sellers’ or the

141

Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If,

142

however, the Buyers’ work in drydock is still in progress when the Sellers have

143

completed the work which the Sellers are required to do, the additional docking time

144

needed to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event

145

that the Buyers’ work requires such additional time, the Sellers may upon completion of the

146

Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock

147

and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether

148

the Vessel is in drydock or not and irrespective of Clause 5b).

149

 

 

*         Notes, if any, in the surveyor’s report which are accepted by the Classification Society

150

 

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.

 


without condition/recommendation are not to be taken into account.

151

 

 

**       6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions,

152

alternative 6 a) to apply.

153

 

 

7.        Spares/bunkers, etc.

154

 

 

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on

155

shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare

156

propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or

157

unused, whether on board or not shall become the Buyers’ property, but spares on order are to be

158

excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to

159

replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which

160

are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the

161

property of the Buyers. The radio instailation and navigational equipment shall be included in the sale

162

without extra payment if they are the property of the Sellers. Unused stores and provisions shall be

163

included in the sale and be taken over by the Buyers without extra payment. At prices per last invoices.

164

 

 

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the

165

Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,

166

exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s,

167

Officers’ and Crew’s personal belongings including the slop chest are to be excluded from the sale,

168

as well as the following additional items (including items on hire):

169

 

 

1. Globe Wireless Communication Equipment

 

 

 

2. Iridium Telephone

 

 

 

3. Gas Bottles

 

 

 

The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and

170

sealed drums and pay the current net market price (excluding barging expenses) at the port and date

171

of delivery of the Vessel.

172

Fuel Oil: USD as per Platt’s quoted in the bunkering port nearest to the delivery port

 

Diesel Oil: USD as per Platt’s quoted in the bunkering port nearest to the delivery port.

 

Lub Oil: Prices as per last invoices.

 

Heavy Oil: Prices as per last invoices.

 

Grease: Prices as per last invoices.

 

 

 

Payment under this Clause shall be made at the same time and place and in the same currency as

173

the Purchase Price.

174

 

 

8.        Documentation

175

 

 

The place of closing: Bremen

176

 

 

In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery

177

documents, namely: as listed in Addendum No 1

178

 

 

a)        Legal Bill of Sale in a form recordable in           (the country in which the Buyers are

179

to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages

180

and maritime liens or any other debts or claims whatsoever, duly notarially attested and

181

legalized by the consul of such country or other competent authority.

182

 

 

b)        Current Certificate of Ownership issued by the competent authorities of the flag state of

183

the Vessel.

184

 

 

c)        Confirmation of Class issued within 72 hours prior to delivery.

185

 

 

d)        Current Certificate issued by the competent authorities stating that the Vessel is free from

186

registered encumbrances.

187

 

 

e)        Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of

188

deletion appropriate to the Vessel’s registry at the time of delivery or, in the event that the

189

registry does not as a matter of practice issue such documentation immediately, a written

190

undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and furnish a

191

Certificate or other official evidence of deletion to the Buyers promptly and latest within 4

192

(four) weeks after the Purchase Price has been paid and the Vessel has been delivered.

193

 

 

f)         Any such additional documents as may reasonably be required by the competent authorities

194

for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such

195

 

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.

 


documents as soon as possible after the date of this Agreement.

196

 

 

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of

197

Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the

198

Buyers.

199

 

 

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all

200

plans etc., excluding ISM/ISPS Manuals and plans which are on board the Vessel. Other certificates

201

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

202

Buyers to have the right to take copies. Other technical documentation which may

203

be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so

204

request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take

205

copies of same.

206

 

 

9.        Encumbrances

207

 

 

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,

208

mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake

209

to indemnify the Buyers against all consequences of claims made against the Vessel which have

210

been incurred prior to the time of delivery. The vessel is fixed under the attached NYPE Charter Party

211

dated 29 January 2007 for account of Kristian Jebsens Rederi A/S, Norway for which the Buyers

 

guarantee to the Sellers to take over and perform the entire Charter Party terms as new Owners.

 

 

 

10.      Taxes, etc.

212

 

 

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag

213

shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’

214

register shall be for the Sellers’ account.

215

 

 

11.      Condition on delivery

216

 

 

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is

217

delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be

218

delivered and taken over as she was at the time of inspection, fair wear and tear excepted.

219

However, the Vessel shall be delivered with her class maintained without condition/recommendation*,

220

free of average damage affecting the Vessel’s class, and with her classification certificates and

221

national certificates, as well as all other certificates the Vessel had at the time of inspection, valid and

222

unextended without condition/recommendation* by Class or the relevant authorities at the time of

223

delivery.

224

“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) or 4 b), if

225

applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over

226

without inspection, the date of this Agreement shall be the relevant date.

227

 

 

*         Notes, if any, in the surveyor’s report which are accepted by the Classification Society

228

without condition/recommendation are not to be taken into account.

229

 

 

12.      Name/markings

230

 

 

Upon delivery the Buyers undertake to change the name of the Vessel and alter tunnel markings.

231

 

 

13.      Buyers’ default

232

 

 

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this

233

Agreement, and they shall be entitled to claim compensation for their losses and for all expenses

234

incurred together with interest.

235

Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to

236

cancel the Agreement, in which case the deposit together with interest earned shall be released to the

237

Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further

238

compensation for their losses and for all expenses incurred together with interest.

239

 

 

14.      Sellers’ default

240

 

 

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready

241

to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have

242

the option of cancelling this Agreement provided always that the Sellers shall be granted a

243

maximum of 3 banking days after Notice of Readiness has been given to make arrangements

244

 

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.

 


for the documentation set out in Clause 8. If after Notice of Readiness has been given but before

245

the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not

246

made physically ready again in every respect by the date stipulated in line 61 and new Notice of

247

Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect

248

to cancel this Agreement the deposit together with interest earned shall be released to them

249

immediately.

250

Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready

251

to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for

252

their loss and for all expenses together with interest if their failure is due to proven

253

negligence and whether or not the Buyers cancel this Agreement.

254

 

 

15.      Buyers’ representatives

255

 

 

After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers

256

have the right to place two representatives on board the Vessel at their sole risk and expense upon

257

arrival at convenient port on or about expected to be early August 2007.

258

These representatives are on board for the purpose of familiarisation and in the capacity of

259

observers only, and they shall not interfere in any respect with the operation of the Vessel. The

260

Buyers’ representatives shall sign the Sellers’ letter of indemnity prior to their embarkation. After 7 (seven)

261

days of the deposit being lodged in the joint account, Buyers can place their 2 (two) representatives

 

onboard until time of delivery.

 

 

 

16.      Arbitration

262

 

 

a)*      This Agreement shall be governed by and construed in accordance with English law and

263

any dispute arising out of this Agreement shall be referred to arbitration in London in

264

accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or

265

re-enactment thereof for the time being in force, one arbitrator being appointed by each

266

party. On the receipt by one party of the nomination in writing of the other party’s arbitrator,

267

that party shall appoint their arbitrator within fourteen days, failing which the decision of the

268

single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree

269

they shall appoint an umpire whose decision shall be final. Arbitrators to be members of the

270

LMAA.

 

 

 

b)*      This Agreement shall be governed by and construed in accordance with Title 9 of the

271

United States Code and the Law of the State of New York and should any dispute arise out of

272

this Agreement, the matter in dispute shall be referred to three persons at New York, one to

273

be appointed by each of the parties hereto, and the third by the two so chosen; their

274

decision or that of any two of them shall be final, and for purpose of enforcing any award, this

275

Agreement may be made a rule of the Court.

276

The proceedings shall be conducted in accordance with the rules of the Society of Maritime

277

Arbitrators, Inc. New York.

278

 

 

c)*      Any dispute arising out of this Agreement shall be referred to arbitration at

279

------- , subject to the procedures applicable there.

280

The laws of ---------- shall govern this Agreement

281

 

 

*         16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of

282

deletions, alternative 16 a) to apply.

283

 

 

Sellers:

 

Buyers:

/s/ M. Heinrichs

 

/s/ Cliff Hanson

Franklin GmbH and Co. KG

 

Britannia Bulk Plc

 

 

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

 

MS “Franklin” GmbH & Co KG of [illegible], Germany
(the “Sellers”)
and
Oceanic Bulk Services S.A. of Panama
(the “Buyers”)

 

for the sale of M.V. FRANKLIN (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.                          Bill of Sale (Form 10A) in two (2) originals, specifying that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, notarially attested and legalized by Apostille. The Notary Public shall expressly confirm on each Bill of Sale (i) the authenticity of the signature, (ii) the due authority of the person executing the Bill of Sale on behalf of the Sellers, (iii) that at the time of execution of the Bill of Sale the Sellers were the owners of the Vessel and (iv) that at the time of execution of the Bill 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 legalised by Apostille;

 

(b)                   original Power of Attorney of the Sellers, notarially attested and legalised by Apostille, authorising their appointed representatives to execute all necessary documents in order to sell 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 at 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 charter registration of the Vessel);

 

6.                          An original Closed Continuous Synopsis Record (CSR) issued by the Antigua and Barbuda on deletion of the Vessel from its 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 License and (if available) German Certificate of Registry and Radio License and unexpired copies of the Vessel’s Safety Equipment, Safety Construction, Safety Radio, Loadline, International Tonnage, I.O.P.P., ISM DOC, ISM SMC, ISPS ISSC and ISPS CSB, and all other relevant Vessel’s certificates to be provided by Sellers to the Buyers within five (5) Banking Days of the execution 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 an 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 certificates which are on board the Vessel. Other certificates which are on board the Vessel shall also be handed over to the Buyers except 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.

 

 

 

 

/s/ M. Heinrichs

 

/s/ Cliff Hanson

For SELLERS

 

For BUYERS

 


 

Internaut Shipping GmbH

Hamburg Branch

Gr Elbstr 145 e

22767 Hamburg

Germany

 

 

27th July 2007

 

Dear Sirs

 

Pursuant to our MOA agreements for mv Baffin and mv 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.

 

 

 

Yours faithfully

 

/s/ C.J. Hanson

 

C. J. Hanson

 

Managing Director

 

 

 

 

 

 

 

 

 

Britannia Bulk plc

Phone:

+44 (0)20 7264 4900

Dexter house

Fax:

+44 (0)20 7264 4949

2 Royal Mint Court

Email

management@britbulk.com

London EC3N 4QN, UK

Internet   

www.britbulk.com

 

 

Reg in Eng. No 03842976    

VAT Reg. No: GB 774 14 5127