EX-4.33 12 ef20039025_ex4-33.htm EXHIBIT 4.33

Exhibit 4.33

 MEMORANDUM OF AGREEMENT
SALESFORM 2012


 
Norwegian Ship brokers• Association’s
 
Memorandum of Agreement for sale and purchase of ships
 
1
Dated: 05 March 2025
2

3
GUADELOUPE SHIPPING COMPANY INC. of the Republic of the Marshall Islands guaranteed by
4
Performance Shipping Inc., of the Republic of the Marshall Islands, hereinafter called the “Sellers”, have
5
agreed to sell, and 6
6  
7
T.A.C.K. SHIPPING, S.A. of the Republic of Panama, guaranteed by Kowa Kain Co., Ltd. of Japan,
8
hereinafter called the “Buyers”, have agreed to buy:
9  
10
Name of vessel: MT “P. MARSEILLE” (New building LR2 Tanker “Hull H1597”)
11  
12
IMO Number: 1057218
13

14
Classification Society:_____________
15

16
Class Notation:___________
17

18
Year of Build: __________2026
19

20
Builder/Yard: Shanghai Waigaoqiao Shipbuilding Company Limited, PRC.
21
 
22
Flag: Marshall Islands or Liberia or Malta to be mutually agreed, or Portugal if acceptable to the Buyers
23
and its financiers, or any other jurisdiction proposed by the Sellers and approved by the Buyers, such
24
approval not to be unreasonably denied or delayed.
25
 
26
Place of Registration:
27
 
28
GT/NT:
29

30
hereinafter called the “Vessel”, on the following terms and conditions:
31

32
This Agreement is subject to, and forms part of, a transaction involving the sale, purchase and the lease financing
33
of the Vessel, pursuant to the BBCP.
34

35
The Vessel is currently under construction under the Building Contract. The Sellers’ obligation to sell and deliver
36
the Vessel to the Buyers under this Agreement is conditional upon the delivery of the Vessel to the Sellers by the
37
Construction Seller pursuant to the terms of the Building Contract.
38

39
Definitions
40
“Banking Days” are days on which banks are open both in the country of the currency stipulated for the Purchase
41
Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 8 (Documentation) and New
42
York, London, Tokyo, Athens, and Shanghai.
   
43
“BBCP” means Bareboat Charter Party dated 05 March 2025 made between the Sellers as the Charterers and
44
the Buyers as the Owners together with any addenda thereto.
45
 
46
Builder” means Shanghai Waigaoqiao Shipbuilding Company Limited, a corporation organized and existing under
47
the laws of the Peoples Republic of China, having its registered office at 3001 Zhouhai RoadPudong New District,
48
Shanghai 200137the People’s Republic of China.
49

50
Construction Seller’s Bank means an account (state details of bank account) at the Builder’s Bank.
51

52
Bank Name:
53
Branch Name:
54
Bank Address.
55
Account name:
56
Account Number:

Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.
 

57
Swift Code:
58
Intermediary Bank:
59
Swift Code:
60

61
“Building Contract” means the ship building contract dated 18 December 2023 (as amended by Addendum no.1
62
dated 18 December 2023) made between the Construction Seller and the Sellers as buyer.
63
64
Buyers Bankmeans Nishi-Nippon City Bank Ltd.
   
65
“Buyers’ Nominated Flag State” means Marshall Islands or Liberian flag


66
“Class” means the class notation referred to above.


67
“Classification Society” means the Society referred to above.
68

69
Charterersmeans Charterers as defined in the BBCP.
70

71
Construction Sellermeans together (i) the Builder and (ii) China Shipbuilding Trading Company Limited, a
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company incorporated and existing under the laws of the People’s Republic of China, having its registered office
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at 56(Yi), Zhongguancun Nan Da JieBeijing 100044the Peoples Republic of China.
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75
Delivery Datemeans that date on which the Vessel is delivered by the Sellers to the Buyers under this
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Agreement.
77
 
78
“Deposit” shall have the meaning given in Clause 2 (Deposit).
 
79
“Deposit Holder” means          (state name and location of Deposit Holder) or, if left blank, the Sellers’ Bank, which
80
shall hold and release the Deposit in accordance with this Agreement.
   
81
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered
82
letter, email or telefax.
83

84
“Net Finance Amount” means USD 45,000,000.00 (United States Dollars Forty-Five Million).
85

86
Ownersmeans Owners as defined in the BBCP.
   
87
“Parties” means the Sellers and the Buyers.
   
88
“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price).


89
“Sellers’ Account” means an account (state details of bank account) at the Sellers’ Bank.
90

91
Bank Name:
92
Branch Name:
93
Bank Address:
94
Account name:
95
Account Number:
96
USD IBAN:
97
Swift Code:
98
Intermediary Bank:
99
Swift Code:
100

101
SellersBankmeans ..................................
102

103
1.
Purchase Price

Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.
 

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105

The Purchase Price is USD 45,000,000.00 (state currency and amount both in words and figures) (United
106
  States Dollars Forty-Five Million).
107
   
108
2.
Deposit (clause not applicable)
109
 
 
110

As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of  % (per cent) or,
111   if left blank,10% (ten per cent), of the Purchase Price (the “Deposit”) in an interest bearing account for the
112   Parties with the Deposit Holder within three (3) Banking Days after the date that:
113


114
(i) this Agreement has been signed by the Parties and exchanged in original or by e mail or telefax; and
115  
116
  (ii) the Deposit Holder has confirmed in writing to the Parties that the account has been opened.
117
 
118

The Deposit shall be released in accordance with joint written instructions of the Parties. Interest, if any,
119

shall be credited to the Buyers. Any fee charged for holding and releasing the Deposit shall be borne
220
  equally by the Parties. The Parties shall provide to the Deposit Holder all necessary documentation to open
121   and maintain the account without delay.
122
 
 
123
3.
Payment
124
 
 
125

Please see Additional Clause 22 (Payment).
126
 
 
127

On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of Readiness
128
  has been given in accordance with Clause 5 (Time and place of delivery and notices):
129
 

130

(i) the Deposit shall be released to the Sellers; and
131
 

132

(ii) the balance of The Purchase Price (less Charterers’ Down Payment as per BBCP clause 49) and all other
133
  sums payable on delivery by the Buyers to the Sellers under this Agreement shall be paid in full free of bank
134
  charges to the Sellers’ Account. Purchase Price shall be paid into a suspense account with the Sellers’ Bank
135
  with conditional payment method set out in a MT 199 SWIFT message not later than two (2) Banking Days
136
  prior to Delivery with irrevocable and unconditional instruction to be released to Sellers upon presentation of
137
  a fixed copy of the Protocol of Delivery and Acceptance signed by both the Sellers and the Buyers.
138
  and all other sums payable on delivery by the Buyers to the Sellers under this Ageement shall be paid in full
139
 
free of bank charges to the Sellers’ Account.
140
   
141
4.
Inspection
142
 
 
143

The Buyers confirm that prior to the date of this Agreement they have received (i) a copy of the Building
144
  Contract, (ii) full specifications and drawings (including makers list), (iii) up-to-date photographs of the Vessel
145
  and (iv) any other information which they requested to enable the Buyers and their advisors to assess the
146
  condition of the Vessel, and the Buyers confirm that they hereby accept the technical condition of the Vessel.
147
  Therefore,
148
   
149
(a)*
The Buyers have inspected and accepted the Vessel’s classification records. The Buyers have also
150

inspected the Vessel at/in              (state place) on               (state date) and have accepted the Vessel
151

following this inspection and the sale is outright and definite, subject only to the terms and conditions of this
152

Agreement.
153


154
(b)*
(i) The Buyers shall have the right to inspect the Vessel’s classification records and declare whether same 
155

are accepted or not within               (state date/period).-
156


157

(ii) The Sellers shall make the Vessel available for inspection at/in                (state place/range) within
158

(state date/period).
159



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The Buyers shall undertake the inspection without undue delay to the Vessel. Should the Buyers cause
16l
 
undue delay they shall compensate the Sellers for the losses thereby incurred.
162  
163
 
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.
164
 
165
 
During the inspection, the Vessel’s deck and engine log books shall be made available for examination by
166
 
the Buyers.
167
 
168
 
The sale shall become outright and definite, subject only to the terms and conditions of this Agreement,
169
 
provided that the Sellers receive written notice of acceptance of the Vessel from the Buyers within seventy
170
  two (72) hours after completion of such inspection or after the date/last day of the period stated in Clause
171
 
4(b)(ii), whichever is earlier.
172    
173
 
Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of the Vessel’s
174
 
classification records and/or of the Vessel not be received by the Sellers as aforesaid, the Deposit together
175
 
with interest earned, if any, shall be released immediately to the Buyers, whereafter this Agreement shall be
176
 
null and void.
177
 
178
 
*4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative
179
 
4(a) shall apply.
180
   
181
5.
Time and place of delivery and notices
182    
183
(a)
The Vessel shall be delivered and taken over as is where is safely afloat alongside a quay or pier at a safe
184
 
and accessible berth or anchorage at the shipyard of the Builder in the Sellers’ option.
185
   
186
 
Expected time of delivery: the expected date of delivery of the Vessel under the Building Contract tNotice of
187
 
Readiness shall not be tendered before: XX XXX 2025
188    
189
 
Cancelling Date (see Clauses 5(d) 6(a)(i), and 14): 31 October 2026
190
   
191
(b)
The Sellers shall keep the Buyers well informed with regards to the actual delivery date of the Vessel of the
192
 
Vessel’s itinerary and shall provide the Buyers with twenty (20), fifteen (15), seven (7) and three (3) and
193
 
three (3) days’ approximate notice and three (3) two (2) Banking Daysdefinite notice of the date of delivery.
194
 
Timing of delivery to be mutually agreed by Sellers and Buyers.
195
 
When the Vessel is at the place of delivery and physically ready for delivery in accordance with this
196
 
Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.
197
   
198
 
The Buyers hereby confirm thatin accordance with the terms and conditions provided hereinthe delivery
199
 
of the Vessel by the Sellers under this Agreement will take place simultaneously with the delivery of the
200
 
Vessel to the Sellers under the Building Contract.
201
   
202
6.
Divers Inspection  / Drydocking (clause not applicable)
203
   
204
(a)*
(i) The Buyers shall have the option at their cost and expense to arrange for an underwater inspection by a
205
 
diver approved by the Classification Society prior to the delivery of the Vessel. Such option shall be
206
 
declared latest nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified by the
207
 
Sellers pursuant to Clause 5(b) of this-Agreement. The Sellers shall at their cost and expense make the
208
 
Vessel available for such inspection. This inspection shall be carried out without undue delay and in the
209
 
presence of a Classification Society surveyor arranged for by the Sellers and paid for by the Buyers. The
210
 
Buyers’ representative(s) shall have the right to be present at the diver’s inspection as observer(s) only
211
 
without interfering with the work or decisions of the Classification Society surveyor. The extent of the
212
 
inspection and the conditions under which it is performed shall be to the satisfaction of the Classification
213
 
Society. If the conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at their
214
 
cost and expense make the Vessel available at a suitable alternative place near to the delivery port, in
215
 
which event the Canceling Date sha1l be extended by the additional time required for such positioning and
216
 
the subsequent re positioning. The Sellers may not tender Notice of Readiness prior to completion of the
Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.
 

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underwater inspection.
218
 
219
 
(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are found broken,
220
 
damaged or defective so as to affect the Vessel’s class, then (1) unless repairs can be carried out afloat to
221
 
the satisfaction of the Classification Society, the Sellers shall arrange for the Vessel to be drydocked at their
222
 
expense for inspection by the Classification Society of the Vessel’s underwater parts below the deepest load
223
 
line, the extent of the inspection being in accordance with the Classification Society’s rules (2) such defects
224
 
shall be made good by the Sellers at their cost and expense to the satisfaction of the Classification Society
225
 
without condition/recommendation** and (3) the Sellers shall pay for the underwater inspection and the
226
 
Classification Society’s attendance.
227  
228
 
Notwithstanding anything to the contrary in this Agreement, if the Classification Society do not require the
229
 
aforementioned defects to be rectified before the next class drydocking survey, the Sellers shall be entitled
230   to deliver the Vessel with these defects against a deduction from the Purchase Price of the estimated direct
231
 
cost (of labour and materials) of carrying out the repairs to the satisfaction of the Classification Society,
232
 
whereafter the Buyers shall have no further rights whatsoever in respect of the defects and/or repairs. The
233

estimated direct cost of the repairs shall be the average of quotes for the repair work obtained from two
234
  reputable independent shipyards at or in the vicinity of the port of delivery, one to be obtained by each of the
235
  Parties within two (2) Banking Days from the date of the imposition of the condition/recommendation, unless
236
  the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within the stipulated time
237
  then the quote duly obtained by the other Party shall be the sole basis for the estimate of the direct repair
238
  costs. The Sellers may not tender Notice of Readiness prior to such estimate having been established.
239
 
240
  (iii) if the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry docking facilities are
241
  available at the port of delivery, the Sellers shall take the Vessel to a port where suitable drydocking facilities
242
  are available, whether within or outside the delivery range as per Clause 5(a). Once drydocking has taken
243
  place the Sellers shall deliver the Vessel at a port within the delivery range as per Clause 5(a) which shall,
244
  for the purpose of this Clause, become the new port of delivery. In such event the Cancelling Date shall be
245
  extended by the additional time required for the drydocking and extra steaming, but limited to a maximum of
246
  fourteen (14) days.
247
 
248
(b)*
The  Sellers shall place the Vessel in drydock at the port of delivery for inspection by the Classification
249
  Society of the Vessel’s underwater parts below the deepest load line, the extent of the inspection being in
250
  accordance with the Classification Society’s rules. If the rudder, propeller, bottom or other underwater parts
251
  below the deepest load line are found broken, damaged or defective so as to affect the Vessel’s class, such
252
  defects shall be made good at the Sellers’ cost and expense to the satisfaction of the Classification Society
253
  without condition/recommendation**. In such event the Sellers are also to pay for the costs and expenses in
254
  connection with putting the Vessel in and taking her out of drydock, including the drydock dues and the
255
  Classification Society’s fees. The Sellers shall also pay for these costs and expenses if parts of the tailshaft
256
  system are condemned or found defective or broken so as to affect the Vessel’s class. In all other cases,
257
 
the Buyers shall pay the aforesaid costs and expenses, due and fees.
258
 
259
(c)
If the Vessel is drydocked pursuant to Clause 6(a)(ii) or 6(b) above:
260
 
261
  (i) The Classification Society may require survey of the tailshaft system, the extent of the survey being to the
262
  satisfaction of the Classification surveyor. If such survey is not required by the Classification Society, the
263
  Buyers shall have the option to require the tailshaft to be drawn and surveyed by the classification Society,
264
  the extent of the survey being in accordance with the Classification Society’s rule for tailshaft survey and
265
  consistent with the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they require
266
  the tailshaft to be drawn and surveyed not later than by the completion of the inspection by the
267
  Classification Society. The drawing and refitting of the tailshaft shall be arranged by the Sellers. Should any
268
  parts of the tailshaft system be condemned or found defective so as to affect the Vessel’s class, those parts
269
  shall be renewed or made good at the Sellers’ cost and expense to the satisfaction of Classification Society
270
  without condition/recommendation**.
271
 
272
  (ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by the Buyers
273
  unless the Classification Society requires such survey to be carried out or if parts of the system are

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274
 
condemned or found defective or broken so as to affect the Vessel’s class, in which case the Sellers shall
275

pay these costs and expenses.
276
   
277
 
(iii) The Buyers’ representative(s) shall have the right to be present in the drydock as observer(s) only
278
 
without interfering with the work decisions of the Classification Society surveyor.
279
 
280
 
(iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned and painted at their
281
 
risk, cost and expense without interfering with the Sellers’ or the Classification Society surveyors’ work, if
282
 
any, and without affecting the Vessel’s timely delivery. If, however, the Buyers’ work in drydock is still in
283
 
progress when the Sellers have completed the work which the Sellers are required to do, the additional
284
 
docking time needed to complete the Buyers’ work shall be for the Buyers’ risk, cost and expense. In the
285
 
event that the Buyers’ work requires such additional time, the Sellers may upon completion of the Sellers’
286
 
work tender Notice of Readiness for delivery whilst the Vessel is still in drydock and, notwithstanding Clause
287
 
5(a), the Buyers shall be obliged to take delivery in accordance with Clause 3 (Payment), whether the



288

Vessel is in drydock or not.
289

290
*6(a) and 6(b) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative
291
6(a) shall apply.
292

293
**Notes or memoranda, if any, in the surveyors’s report which are accepted by the Classification Society
294  
without condition/recommendation are not to be taken into account.
295
   
296 7.
Spares, bunkers and other items
297    
298  
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore.
299  
All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller
300
 
blade(s), if any, belonging to the Vessel at the time of inspection delivery used or unused, whether on board
301
 
or not shall become remain the Buyers’ Sellers property. but-spares on order are excluded. Forwarding
302
 
charges, if any, shall be for the Buyers’ account. The Sellers are not required to replace spare parts
303
 
including spare tail end shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare and
304
 
used as replacement prior to delivery, but the replaced items shall be the property of the Buyers. Unused
305
 
stores and previsions shall be included in the sale and be taken over by the Buyers without extra payment.
306
 
307
 
Library and forms exclusively for use in the Sellers’ vessel(s) and captain’s, officers’ and crew’s personal
308
 
belongings including the slop chest are excluded from the sale without compensation, as well as the
309
 
following additional items:         (include list)
310
   
311
 
Items on board which are on hire or owned by third parties, listed as follows, are excluded from the sale
312
 
without compensation:             (include list)
313
   
314
 
Items on board at the time of inspection delivery which are on hire or owned by third parties, not listed
315
 
above, shall be replaced or procured by remain with the Sellers prior to delivery at their cost and expense.
316
 
Any remaining bunkers and unused lubricating and hydraulic oils and greases in storage tanks and
317
 
unopened drums shall remain the property of the Sellers and shall not form part of the sale.
318
   
319
 
The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and greases in
320
 
storage tanks and unopened drums and pay either:
321
 
322
(a)*
the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or
323


324
(b)*
the current net market price (excluding barging expenses) at the port and date of delivery of Vessel or, if
325
 
unavailable, at the nearest bunkering port,
326
 
327
 
for the quantities taken over.
328
 
329
 
Payment under this Clause shall be made at the same time and place and in the same currency as the
330
 
Purchase Price.

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331
   
332
 
“inspection” in this Clause 7,shall mean the Buyers’ inspection according to Clause 4(a) or 4(b)
333
 
(inspection), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be
334
 
the relevant date.
335
 
336
 
*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions alternative (a)
337
  shall apply.
338
   
339
8.
Documentation
340
   
341
 
The place of closing: Virtual closing or physically at the Builder, to be confirmed.
342
   
343
 
In exchange for payment of the Purchase Price, Sellers shall furnish the Buyers with delivery documents  
344
  reasonably required by the BuyersThese documents shall be listed in an addendum hereto, namely
345
  ‘Addendum no 1: List of delivery documents”, and regarding such documents that are not available prior to 
346
  the closing, Sellers shall furnish the Buyers with the final draft of such documents no later than three (3) 
347
  Banking Days prior to the date of closing for the purpose of carrying out the closing smoothly.
348
   
349
(a)
In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the following
350
  delivery documents:
351
 
352
 
(i) Legal Bill(s) of Sale in a form recordable in the Buyers’s Nominated Flag State, transferring title of the
353
 
Vessel and stating that the Vessel is free from all mortgages, encumbrances and maritime liens or any other 
354
  debts whatsoever, duly notarially attested and legalized or apostilled, as required by the Buyers’ Nominated
355
  Flag State;
356
 
357
 
(ii) Evidence that all necessary corporate, shareholder and other action has been taken by the Sellers to
358
  authorise the execution, delivery and performance of this Agreement;
359
 
360
 
(iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf of the Sellers in
361
  the performance of this Agreement, duly notarially attested and legalized or apostilled (as appropriate);
362
 
363
 
(iv) Certificate or Transcript of Registry issued by the, competent authorities of the flag state on the date of 
364
  delivery evidencing the Sellers’ ownership of the Vessel and that the Vessel is free from registered
365
 
encumbrances and mortgages,to be faxed or e mailed by such authority to the closing meeting with the
366
  original to be sent to the Buyers as soon as possible after delivery of the Vessel;
367
 
368
 
(v) Declaration of Class or (depending on the Classification Society) a Class Maintenance Certificate
369
  issued within three (3) Banking Days prior to delivery confirming that the Vessel is in Class free of
370
  condition/recommendation;
371
 
372
 
(vi) Certificate of Deletion of the Vessel from the registry or other official evidence of deletion
373
  appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a
374
  matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect 
375
  deletion from the Vessel’s registry forthwith and provide a certificate or other official evidence of deletion to
376
  the Buyers promptly and latest within four(4) weeks after the Purchase Price has been paid and the Vessel
377
  has been delivered;
378
 
379
 
(vii) A copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to
380
  be registered with the Vessel’s registry, or, in the-event that the registry does not as a matter of practice
381
  issue such certificate immediately, a written undertaking from the Sellers to provide the copy of this 
382
  certificate promptly upon it being issued together with evidence of submission by the Sellers of a duly
383
  executed Form 2 stating the date on which the Vessel shall cease to be registered with the Vessel’s registry;
384
 
385
 
(viii) Commercial Invoice for the Vessel;
386
 
387
 
(ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;

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388    
389  
(x) A copy of the Seller’s letter to their satellite communication provider cancelling the Vessel’s
390  
communications contract which is to be sent immediately after delivery of the Vessel;
391  
392  
(xi) Any additional documents as may reasonably be required by the competent authorities of the Buyers’
393  
Nominated Flag State for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any
394  
such documents as soon as possible after the date of this Agreement; and
395  
396  
(xii) The Seller’s letter of confirmation that to the best of their knowledge, the Vessel is not black listed by
397  
Any nation or international organisation.
398  
399
(b)
At the time of delivery the Buyers shall provide the Sellers with:
400  
401  
(i) Evidence that all necessary corporate, shareholder and other action has been taken by the Buyers to
402  
authorise the execution, delivery and performance of this Agreement; and
403  
404  
(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf of the Buyers in
405  
the performance of this Agreement, duly notarially attested and legalised or apostilled (as appropriate).
406  
407
(c)
If any of the documents listed in Sub clauses (a) and (b) above are not in the English language they shall be
408  
accompanied by an English translation by an authorised translator or certified by a lawyer qualified to
409  
practice in the country of the translated language.
410  
411
(d)
The Parties shall to the extent possible exchange copies, drafts or samples of the documents listed in Sub
412  
clause (a) and Sub clause (b) above for review and comment by the other party not later than ( state number
413  
of days), or if left blank, nine (9) days prior to the Vessel’s intended date of readiness for delivery as notified
414  
by the Sellers pursuant to Clause 5(b) of this Agreement.
415  
416
(e)
Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above, the Sellers shall
417  
also hand to the Buyers the classification certificate(s) as well as all plans, drawings and manuals,
418  
(excluding ISM/ISPS manuals), which are on board the Vessel. Other certificates which are on board the
419  
Vessel shall also be handed over to the Buyers unless the Sellers required to retain same, in which case
420  
the Buyers have the right to take copies.
421  
422
(f)
Other technical documentation which may be in the Sellers’ possession shall promptly after delivery be
423  
forwarded to the Buyers at their expense, if they so request. The Sellers may keep the Vessel’s log books
424  
but the Buyers have the right to take copies of same.
425    
426
(g)
The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance confirming the date
427  
and time of delivery of the Vessel from the Sellers to the Buyers.
428    
429
9.
Encumbrances
430    
431  
The Sellers warranty that the Vessel, at the time of delivery, is free from all charters, encumbrances,
432  
mortgages and maritime liens or any other debts whatsoever, and is not subject to Port State or other
433  
administrative detentions. The Sellers hereby undertake to indemnify the Buyers against all consequences
434  
of claims made against the Vessel which have been incurred prior to the time of delivery.
435    
436
10.
Taxes, fees and expenses
437    
438  
Any cost and fee for initial registration of title to the Vessel and legal documentation cost for documenting
439  
the lease and security to be Charterer’s account; however such cost not to exceed USD15,000.
440  
Any tonnages taxes for Owners’ flag and Charterers’ flag to be Charterers account.
441  
Any taxes, fees and expenses in connection with the purchase and registration in the Buyers’ Nominated
442  
Flag State shall be for the Buyers’ account, whereas similar charges in connection with the closing of the
443
 
Sellers’ register shall be for the Sellers’ account.
444    

Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.
 

445
11.
Condition of delivery
446
   
447
 
The Vessel with everything belonging to her shall be at the Sellers’ risk and expenses until she is delivered to
448
 
the Buyers, but subject to the terms and conditions of this Agreement she shall be delivered and taken over
449
 
as is where is” she was at the time of inspection delivery, fair wear and tear excepted. The Vessel shall be
450
 
delivered to the Buyers only once she is in all respects ready in accordance with the Building Contract.
451
   
452
 
However, the Vessel shall be delivered free of cargo and free of stowaways with her Class maintained
453
 
without condition/recommendation*, free of average damage affecting the Vessel’s class, and with her
454
 
classification certificates and national certificates, as well as all other certificates the Vessel had at the time
455
 
of inspection, valid and unextended without condition/recommendation* by the Classification Society or the
456
 
relevant authorities at the time of delivery.  
457
 
458
 
“Inspection” in the Clause 11, shall mean the Buyers’ inspection according to Clause 4(a) or 4(b)
459
 
(Inspections), if applicable. If the Vessel is taken over without inspection, the date of this Agreement shall be
460
 
the relevant date.  
461
 
462
 
*Notes and memoranda, if any, in the surveyor’s report which are accepted by the Classification Society
463
 
without condition/recommendation are not to be taken into account. 
464
   
465
12.
Name/markings (clause not applicable)
466
   
467  
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.
468    
469 13.
Buyers’ default
470    
471  
Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to
472   cancel this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses
473   incurred together with interest.
474    
475
Should the Purchase Price not be paid in accordance with Additional Clauses 322 (Payment), the Sellers
476   have the right to cancel this Agreement, and the Buyers shall make due compensation to the Sellers for
477   their direct and documented losses and expenses.in which case the Deposit together with interest earned, if
478   any, shall be released to the Sellers. If the Deposit does not cover their loss, the Sellers shall be entitled to
479   claim further compensation for their losses and for all expenses incurred together with interest.
480    
481 14.
Sellers’ default
482    
483  
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be ready to
484  
validly complete a legal transfer by the Cancelling Date the Buyers shall have the option of cancelling this
485  
Agreement. To this purposethe Sellers shall advise Buyers the relevant extension of the Cancelling Date
486  
and request them to declare within three (3) Banking Days whether they accept such extension or cancel
487  
this AgreementFailure of the Buyers to reply to the said notice of the Sellers shall be deemed an
488  
acceptance by the Buyers of the extension of the Cancelling Date as proposed by Sellers. If after Notice of
489  
Readiness has been given but before the Buyers have taken delivery, the Vessel ceases to be physically
490  
ready for delivery and is not made physically ready again by the Cancelling Date and new Notice of
491  
Readiness given, the Buyers shalt retain their option to cancel. In the event that tho Buyers elect to cancel
492  
this Agreement, the Deposit together with interest earned, if any, shall be released te them immediately.
493    
494  
Should the Sellers fail to give Notice of Readiness by the Cancelling Date as may be extended or fail to be
495  
ready to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers in
496  
the amount of USD 30,000 plus any documented reasonable legal costs (if any) of the Buyers for the initial
497  
registration of title to the Vessel and legal documentation cost for documenting the lease and security such
498  
costs not to exceed USD15,000 for their loss and for all expenses together with interest if their failure is due
499  
to proven negligence and whether or not the Buyers cancel this Agreement.
500  
501
 
If the Building Contract is cancelledrescinded or otherwise terminated for any reason whatsoever or the

Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.
 

502  
Vessel is not delivered by the Construction Seller to the Sellers under the Building Contract or is rejected by
503
 
the Sellers for any reason whatsoever, then the Sellers shall give written notice thereof to the Buyers and
504
 
upon Buyersreceipt of such noticethis Agreement shall cease to have effect without any liability on the
505
 
parties hereto and the parties shall be released from all obligationsliabilities and responsibilities hereunder,
506
 
save for the obligation of the Sellers to pay to the Buyers a termination fee in the sum of USD30,000 plus any
507
 
documented reasonable legal costs (if any) of the Buyers for the initial registration of title to the Vessel and
508
 
legal documentation cost for documenting the lease and security such costs not to exceed USD15,000.
509
   
510
  The Sellers shall be entitled to terminate this Agreement at any time before the date of delivery of the Vessel
511
  under the Building Contract by a 180 calendar days’ written notice to the Buyerswhereupon this Agreement
512
  shall cease to have effect without any liability on the parties hereto and the parties shall be released from all
513
  obligationsliabilities and responsibilities hereunder, save for the obligation of the Sellers to pay to the Buyers
514
  a termination fee in the sum of USD30,000 plus any documented reasonable legal costs (if any) of the Buyers
515
 
for the initial registration of title to the Vessel and legal documentation cost for documenting the lease and
516
  security such costs not to exceed USD15,000
517
   
518
15
Buyersrepresentatives (clause not applicable)
519
 
520
 
After this Agreement has been Signed by the Parties and the Deposit has been lodged, the Buyers have the
521  
right to place two (2) representatives on board the-Vessel at-their-sole risk and expense.
522    
523  
These representatives are on-board for the purpose of familiarization  and in the capacity of observers only,
524
and they shall not interfere in any respect with the operation of the Vessel. The  Buyers and the Buyers’
525   representatives  shall sign the Seller’ P&I Club’s standard letter of indemnity prior to their embarkation.
526    
527  16. Law and Arbitration
528    
529  (a)* This Agreement and all non contractual obligations arising out of or in connection with it shall be governed
530   by and construed in accordance with English law and any dispute arising out of or in connection with this
531
  Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any
532   statutory modification or re- enactment thereof save to the extent necessary to give effect to the provisions
533
  of this Clause.
534    
535   The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA)
536   Terms current at the time when the arbitration proceedings are commenced.
537    
538  
The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its
539  
arbitrator and send notice of such appointment in writing to the other party requiring the other party to
540
 
appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its
541
 
arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has
542  
done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and
543  
give notice that it has done so within the fourteen (14) days specified, the party referring a dispute to
544  
arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as
545  
sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on
546   both Parties as if the sole arbitrator had been appointed by agreement.
547    
548   In case where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall
549   be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration
550   proceedings are commenced.
551
   
552 (b)*
This Agreement shall be governed by and construed in-accordance with Title 9 of the United States  Code
553  
and the substantive law (not including the choice of law rules) of the state of New York and any dispute
554  
arising out of or in connection with this Agreement shall be referred to three (3) persons at New York, one to
555  
be appointed by each of the parties hereto, and the third by the two so chosen; there decision or that of any
556
 
two of them shall be final, and for the purposes of enforcing any award, judgment may be entered on an
557  
award by any court of competent jurisdiction. The proceedings shall be conducted in accordance with the
558
 
rules of the Society of Maritime Arbitrators, Inc.

Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.
 

559
   
560
  In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the arbitration shall
561

be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators,
562
  Inc.
563
   
564
(C) This Agreement shall be governed by and construed in accordance with the laws of          (state place)
565

and any dispute arising out of or in connection with this Agreement shall be referred to arbitration at (state
566

place), subject to the procedures applicable-there.
567
   
568
  *16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of deletions,
569
  alternative 16(a) shall apply.
570
   
571
 17. Notices
572
 
573
  All notices to be provided under this Agreement shall be in writing.
574
   
575
  Contact details for recipients of notices are as follows:
576
   
577
 
For the Buyers:
578
 
Kowa Kaiun Co., Ltd.
579
 
470-1 Oaza Nagashima, Kaminoseki-cho, Kumage-gun, Yamaguchi, Japan
580
 
Email: 
581
 
Attention:   Takayuki Hanada
582
   
583
   
584
 
For the Sellers:
585
 
GUADELOUPE SHIPPING COMPANY INC.
586
 
c/o PERFORMANCE SHIPPING MANAGEMENT INC.
587
 
373 Syngrou Ave. & 2-4 Ymittou str.,
588
 
17564, Palaio Faliro, Athens,
589
 
Greece
590
 
Email:
591
 
Attention: Mr. Andreas Nikolaos Michalopoulos
592
   
593
 18. Entire Agreement
594
   
595
 
The terms of this Agreement and the terms of the BBCP comprise the entire agreement between the Buyers
596
 
and the Sellers in relation to the sale and purchase of the Vessel and supersede all previous agreements
597
 
whether oral or written between the Buyers and the Sellers in relation hereto.
598

The written terms of this Agreement comprise the entire agreement between the Buyers and the Sellers in
599
 
relation to the sale and purchase of the Vessel and supersede all previous agreements whether oral or
600

written between the Parties in relation thereto.
601
   
602
  Each of the Parties acknowledges  that in entering into this Agreement it has not relied on and shall have no
603
  right or remedy in respect of any statement, representation, assurance or warranty (whether or not made
604

negligently) other than as is expressly set out in this Agreement.
605
   
606

Any terms implied into this Agreement by applicable statute or law are hereby excluded to the extent
607

that such exclusion can legally be made. Nothing in this Clause shall limit or exclude any liability for fraud. 
608
   
609
19. Delivery under BBCP
610
   
611
 
The Buyers (as Owners) and the Sellers (as Charterers) have entered into the BBCP whereby the Vessel is
612
 
to be chartered on delivery for such period and on such terms and conditions more particularly described in
613
 
the BBCP. The Parties acknowledge that the Sellersobligation to sell and the Buyersobligation to
614
 
purchase the Vessel under this Agreement is conditional upon the delivery of the Vessel under and pursuant
615
 
to the MOA and the simultaneous delivery of the Vessel by the Buyers (as Owners) to the Sellers (as

Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.
 

616   Charterers) under the BBCP. If any event occurs before delivery of the Vessel under this Agreement that 
617
  renders the MOA or the BBCP null and void or to be terminated for any reason whatsoever, this Agreement
618
  shall be null and void and each Party shall be discharged and released from any and all of its respective
619
  obligations under this Agreement.
620
   
621 20.
Assignment
622    
623
 
Neither party shall be entitled to assign or transfer its rights under this Agreement without the prior written
624
  consent of the other.
625
   
626
21.
Sanctions
627
   
628
(a) In this Agreement, the following provisions shall apply where any applicable sanction, prohibition or
629
  restriction is imposed on any specified personsentities or bodies including the designation of any specified
630
  vessels or fleets under United Nations Resolutions or trade or economic applicable sanctions, laws or
631
  regulations of the European Union or United States of America or the United Kingdom or Japan.
632
   
633
(b) The Sellers hereby warrant that at the date of entering into this Agreement and continuing until the Vessel
634
 
has been delivered from the Sellers to the Buyers in accordance with this Agreement:
635
   
636
  (i) none of the Sellerstheir directorsofficersand employees is subject to any of the sanctions,
637
 
prohibitionsrestrictions or designation referred to in sub-clause (a);
638
   
639

(ii) the Sellers are selling as principals and not as agenttrustee or nominee of any person with whom 
640
  transactions are prohibited or restricted under sub-clause (a);
641
 
642
  (iii) the Vessel is not a designated vessel under any of the sanctions, prohibitions, restrictions or designation
643
  referred to in sub-clause (a);
644
   
645
(c) The Buyers hereby warrant that at the date of entering into this Agreement and continuing until the Vessel
646
  has been delivered from the Sellers to the Buyers in accordance with this Agreement:
647
   
648  
(i) none of the Buyerstheir directorsofficersemployees and agents is subject to any of the sanctions,
649
  prohibitionsrestrictions or designation referred to in sub-clause (a);
650
   
651
  (ii) the Buyers are purchasing as principals and not as agent, trustee or nominee of any person with whom
652   transactions are prohibited or restricted under sub-clause (a).
653    
654   (iii) The Buyers warrant that the proceeds of the Purchase Price have not been derived from any activities
655
  which are in breach of sanctions or from a person or entity subject to or targeted by sanctions.
656
   
657
22.
Payment
658    
659 (a) At least two (2) Banking days (Japan time) prior to the scheduled Delivery Datethe balance of the Net
660  
Finance Amount (“USD 45,000,000”) shall be remitted to the account of the Sellersor the Construction
661  
Seller as the case may beas notified in writing by the Sellers to the BuyersThe method of payment the
662  
Net Finance Amount shall be agreed between the BuyersSellers, SellersBank and Buyer’s Bankor as
663  
the case may be the Builders bankby using corresponding MT199 SWIFT with quadripartite agreement or
664  
a similar mutually agreed method (e.gan Escrow Agreement with an international law firm acting as
665  
Escrow Agent on behalf of Buyers and Sellersin which case the Escrow Agent’s costs not to exceed USD
666  
10,000 and to be split 50/50 between the Seller and the Buyer).
667
   
668
(b) The Sellers shall provide remittance request to the Buyers prior to five (5) banking days before the
669
  scheduled delivery dateThe Buyers to request their financier to remit the fund only after the remittance
670
  notice has been received.
671
   
672 (c) In case of using a suspense account or Escrow Accountthe Buyers shall remit the Net Finance Amount two

Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.
 

673
  (2) Banking days prior to the scheduled Delivery Date and such fund to be released only by instruction from
674
  the Buyers after confirming Protocol of Delivery and Acceptance has been signed by the Sellers and
675
  Buyers.
676
   
677
 (d) USD 45,000,000*(1 month CME TERM SOFR at the time of remittance + 2.0%)/360) per day (the
678
  Remittance Interest Cost) from the day of remittance of the fund till the actual Delivery Date to be covered
679
  by Sellers/Charterers.
680
   
681
  Any charge from the BuyersBank including intermediate bank(s)if any, incurred for remitting shall be for
682
  Buyersaccount.
683
   
684
  Any fees including holding/lifting charges requested by the SellersBank including intermediate bank(s),
685
  shall be for Sellersaccount.
686
   
687
  Any fees including holding/lifting charges requested by the Builders’ Bank including intermediate bank(s),
688
  shall be for Builders’ account.
689
   
690
   
691  23. Warranty of Quality
692   On the delivery of the Vessel under this Agreement, the Sellers undertake to assign to the Buyers all their
693
  rights, interest and title under the relevant article of the Building Contract dealing with the Vessel’s so called
694
  warranty of quality, such assignment being subject to the consent of the Construction Seller.
695
   
696
 24. Counterparts
697
 
This Agreement may be executed in any number of counterparts and any single counterpart or set of
698
  counterparts signedin either caseby all the parties hereto shall be deemed to constitute a full and original
699
  agreement for all purposes.
700
   
701
   


T.A.C.K. SHIPPING, S.A.
 
GUADELOUPE SHIPPING COMPANY INC.
 
Signature (Buyers)
 
Signature (Sellers)
       
 


/s/ Andreas Nikolaos Michalopoulos
 
Name: Takayuki Hanada
 
Name: Andreas Nikolaos Michalopoulos
 
Title: Representative Director / Treasurer
 
Title: Director / Attorney-in-fact
 
Kowa Kaiun Co.Ltd.
 
Performance Shipping Inc.
 
Signature (Guarantor)
 
Signature (Guarantor)
       
 
 
 
/s/ Andreas Nikolaos Michalopoulos
 
Name: Takayuki Hanada
 
Name: Andreas Nikolaos Michalopoulos
  Title: Executive Director  
Title: Director / Chief Executive Officer


Copyright © 2012 Norwegian Shipbrokers’ Association.   All rights reserved.