Addendum No.2 Bareboat Charter Party dated 24th July 2024 (the "Charter") Between Synthesea Maritime Co. as Charterers Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A., as Owners in respect of the vessel M/V “Ikan Kerapu” tbr “Synthesea”
Exhibit 4.34
Addendum No.2
dated 24th July 2024
(the "Charter")
Between
Synthesea Maritime Co. as Charterers
Onishi Kaiun Co., Ltd. and Ocean West Shipping S.A., as Owners
in respect of the vessel
M/V “Ikan Kerapu” tbr “Synthesea”
It has today been agreed that the Charterers have an option to purchase the Vessel from the Owners (the "Purchase Option") and the Owners have an option to sell the Vessel back
to the Charterers (the "Put Option") as follows.
Charterers’ Purchase Option
Charterers may purchase the Vessel at any time during the Charter, starting from the end of the 2nd year after the Delivery Date, or in case of a default hereunder by the Owners at any time during the Charter, at a
price (the "Purchase Option Price") as presented in Appendix A of this Addendum No. 2.
Charterers obligation to pay Charter Hire shall cease to apply from the actual delivery date of the Vessel under the Purchase Option.
The Charterers must give a minimum of ninety (90) days' written notice of their intention to buy the Vessel (the “Purchase Option Notice”). The Purchase Option Price shall be
paid to the Owners upon delivery of the Vessel. The Vessel shall be delivered as soon as possible after expiry of the ninety (90) days' notice and Owners undertake to render the necessary assistance in order to achieve this. Once the Purchase Option
has been exercised by Charterers, they may not withdraw same.
The Owners agree (at the cost of the Charterers) to enter into (i) a bill of sale and (ii) a protocol of delivery and acceptance, and the Vessel shall
accordingly be deemed delivered to the Charterers on the date and time set out in such protocol of delivery and acceptance (and to the extent required for such purposes the Vessel shall be deemed first to have been redelivered to the Owners). No
memorandum of agreement will be entered into between the parties for the delivery of the Vessel from the Owners to the Charterers. In case a financier is involved in the transaction from Charterers’ side, Owners, Charterers and Charterers’ financier
shall agree a closing memo which will describe the closing mechanics, including but not limited to the remittance of the Purchase Option Price and its release to Owners.
The Charterers shall accept the Vessel on an "AS IS, WHERE IS" basis and the Owners shall, take such steps to obtain and furnish such documents and take such other actions as the Charterers may reasonably request in
order to facilitate the sale and re-registration of the Vessel under such flag as the Charterers may designate.
With respect to such sale, the Owners warrant that the Vessel at such sale shall be free of any encumbrances, debts, mortgages and maritime liens whatsoever and that the Owners have not committed any act or omission
which would impair title to the Vessel and Owners hereby agree to indemnify and hold harmless Charterers in respect of any and all damages, costs and expenses whatsoever resulting from any breach of such warranty.
Upon completion of such purchase of the Vessel, the Charter and all further rights and obligations of the parties hereunder (except for indemnities and other obligations that by their nature should survive the
termination of this Charter) shall terminate.
Reasonable and documented registration cost, and bank related costs including lifting charge and escrow agent fees, if any, shall be for the Charterer’s account; however such cost not to exceed USD 10,000.
The clause 7 (Surveys on Delivery and Redelivery), clause 15 (Redelivery), clause 36 (Inspection on re-delivery of the Vessel), and clause 37 (Familiarisation) shall not apply if the Charterers exercise this Purchase
Option.
In case Charterers do not exercise their Purchase Option, painting and re-painting, instalment and re-instalment, registration and re-registration at redelivery, if required by the Owners, shall be at the Charterers’
expense and time.
Owners’ Put Option
In case the Charter Period is extended pursuant to Addendum No.1 and Charterers do not provide the Owners with the Purchase Option Notice at least ninety (90) days before the expiration of the Charter Period, Owners
are entitled to exercise their Put Option pursuant to which Charterers should purchase the Vessel from Owners for an amount of USD 6,545,424 (the "Put Option Price") at the last day of the Charter Period.
The Owners must give a minimum of sixty (60) days' written notice of their intention to exercise the Put Option. The Put Option Price shall be paid to the Owners upon delivery of the Vessel. The Vessel shall be
delivered to the Charterers at the last day of the Charter Period and Owners undertake to render the necessary assistance in order to achieve this. Once the Put Option has been exercised by Owners, they may not withdraw same.
The Owners agree (at the cost of the Charterers) to enter into (i) a bill of sale and (ii) a protocol of delivery and acceptance, and the Vessel shall accordingly be deemed delivered to the Charterers on the date and
time set out in such protocol of delivery and acceptance (and to the extent required for such purposes the Vessel shall be deemed first to have been redelivered to the Owners). No memorandum of agreement will be entered into between the parties for
the delivery of the Vessel from the Owners to the Charterers. In case a financier is involved in the transaction from Charterers’ side, Owners, Charterers and Charterers’ financier shall agree a closing memo which will describe the closing mechanics,
including but not limited to the remittance of the Put Option Price and its release to Owners.
The Charterers shall accept the Vessel on an "AS IS, WHERE IS" basis and the Owners shall, take such steps to obtain and furnish such documents and take such other actions as the Charterers may reasonably request in
order to facilitate the sale and re-registration of the Vessel under such flag as the Charterers may designate.
With respect to such sale, the Owners warrant that the Vessel at such sale shall be free of any encumbrances, debts, mortgages and maritime liens whatsoever and that the Owners have not committed any act or omission
which would impair title to the Vessel and Owners hereby agree to indemnify and hold harmless Charterers in respect of any and all damages, costs and expenses whatsoever resulting from any breach of such warranty.
Upon completion of such purchase of the Vessel as set out in this Clause 41, the Charter and all further rights and obligations of the parties hereunder (except for indemnities and other obligations that by their
nature should survive the termination of this Charter) shall terminate.
Reasonable and documented registration cost, and bank related costs including lifting charge and escrow agent fees, if any, shall be for the Charterer’s account; however such cost not to exceed USD 10,000.
The clause 7 (Surveys on Delivery and Redelivery), clause 15 (Redelivery), clause 36 (Inspection on re-delivery of the Vessel), and clause 37 (Familiarisation) shall not apply if the Owners exercise this Put Option.
In case Owners do not exercise their Put Option, painting and re-painting, instalment and re-instalment, registration and re-registration at redelivery, if required by the Owners, shall be at the Charterers’ expense
and time.
Termination (Clause 28)
Parties agreed to add the Subclause 28(a) (iv) of the Charter as follows;
In the event of a termination as aforesaid, the Charterers shall be entitled to exercise the Purchase Option set out in Addendum No. 2 within thirty (30) Banking Days from receipt of Owners' written notice of
termination. If such Purchase Option is exercised within the due date, this Charter Party shall continue in full force and effect until the successful completion of the sale of the Vessel pursuant to the Purchase Option at which point in time any
default (except for any outstanding payment following a default under clause 28(a)(i)) shall be deemed cured with no further rights or obligations between the parties.
Otherwise, all other terms and conditions of the Charter with Addenda shall remain unaltered and in full force and effect.
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Onishi Kaiun Co., Ltd.
Signature (Owner)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
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Synthesea Maritime Co.
Signature (Charterer)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Director
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||
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Ocean West Shipping S.A.
Signature (Owner)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director/Secretary
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Appendix A:
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(in USD)
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(in USD)
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(in USD)
|
(in USD)
|
||||
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|
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Purchase
Option Price
|
Purchase Price
in case of
Owners` Default
|
|
|
Purchase
Option Price
|
Purchase Price
in case of
Owners` Default
|
|
1st Year
|
1st Month
|
N/A
|
17,863,636.00
|
2nd Year
|
13th Month
|
N/A
|
16,227,268.00
|
|
1st Year
|
2nd Month
|
N/A
|
17,727,272.00
|
2nd Year
|
14th Month
|
N/A
|
16,090,904.00
|
|
1st Year
|
3rd Month
|
N/A
|
17,590,908.00
|
2nd Year
|
15th Month
|
N/A
|
15,954,540.00
|
|
1st Year
|
4th Month
|
N/A
|
17,454,544.00
|
2nd Year
|
16th Month
|
N/A
|
15,818,176.00
|
|
1st Year
|
5th Month
|
N/A
|
17,318,180.00
|
2nd Year
|
17th Month
|
N/A
|
15,681,812.00
|
|
1st Year
|
6th Month
|
N/A
|
17,181,816.00
|
2nd Year
|
18th Month
|
N/A
|
15,545,448.00
|
|
1st Year
|
7th Month
|
N/A
|
17,045,452.00
|
2nd Year
|
19th Month
|
N/A
|
15,409,084.00
|
|
1st Year
|
8th Month
|
N/A
|
16,909,088.00
|
2nd Year
|
20th Month
|
N/A
|
15,272,720.00
|
|
1st Year
|
9th Month
|
N/A
|
16,772,724.00
|
2nd Year
|
21st Month
|
N/A
|
15,136,356.00
|
|
1st Year
|
10th Month
|
N/A
|
16,636,360.00
|
2nd Year
|
22nd Month
|
N/A
|
14,999,992.00
|
|
1st Year
|
11th Month
|
N/A
|
16,499,996.00
|
2nd Year
|
23rd Month
|
N/A
|
14,863,628.00
|
|
1st Year
|
12th Month
|
N/A
|
16,363,632.00
|
2nd Year
|
24th Month
|
N/A
|
14,727,264.00
|
|
3rd Year
|
25th Month
|
15,028,627.00
|
14,590,900.00
|
4th Year
|
37th Month
|
13,278,395.30
|
12,954,532.00
|
|
3rd Year
|
26th Month
|
14,888,172.08
|
14,454,536.00
|
4th Year
|
38th Month
|
13,138,622.20
|
12,818,168.00
|
|
3rd Year
|
27th Month
|
14,747,717.16
|
14,318,172.00
|
4th Year
|
39th Month
|
12,998,849.10
|
12,681,804.00
|
|
3rd Year
|
28th Month
|
14,607,262.24
|
14,181,808.00
|
4th Year
|
40th Month
|
12,859,076.00
|
12,545,440.00
|
|
3rd Year
|
29th Month
|
14,466,807.32
|
14,045,444.00
|
4th Year
|
41st Month
|
12,719,302.90
|
12,409,076.00
|
|
3rd Year
|
30th Month
|
14,326,352.40
|
13,909,080.00
|
4th Year
|
42nd Month
|
12,579,529.80
|
12,272,712.00
|
|
3rd Year
|
31st Month
|
14,185,897.48
|
13,772,716.00
|
4th Year
|
43rd Month
|
12,439,756.70
|
12,136,348.00
|
|
3rd Year
|
32nd Month
|
14,045,442.56
|
13,636,352.00
|
4th Year
|
44th Month
|
12,299,983.60
|
11,999,984.00
|
|
3rd Year
|
33rd Month
|
13,904,987.64
|
13,499,988.00
|
4th Year
|
45th Month
|
12,160,210.50
|
11,863,620.00
|
|
3rd Year
|
34th Month
|
13,764,532.72
|
13,363,624.00
|
4th Year
|
46th Month
|
12,020,437.40
|
11,727,256.00
|
|
3rd Year
|
35th Month
|
13,624,077.80
|
13,227,260.00
|
4th Year
|
47th Month
|
11,880,664.30
|
11,590,892.00
|
|
3rd Year
|
36th Month
|
13,483,622.88
|
13,090,896.00
|
4th Year
|
48th Month
|
11,740,891.20
|
11,454,528.00
|
|
5th Year
|
49th Month
|
11,544,527.28
|
11,318,164.00
|
6th Year
|
61st Month
|
9,827,022.94
|
9,681,796.00
|
|
5th Year
|
50th Month
|
11,405,436.00
|
11,181,800.00
|
6th Year
|
62nd Month
|
9,688,613.48
|
9,545,432.00
|
|
5th Year
|
51st Month
|
11,266,344.72
|
11,045,436.00
|
6th Year
|
63rd Month
|
9,550,204.02
|
9,409,068.00
|
|
5th Year
|
52nd Month
|
11,127,253.44
|
10,909,072.00
|
6th Year
|
64th Month
|
9,411,794.56
|
9,272,704.00
|
|
5th Year
|
53rd Month
|
10,988,162.16
|
10,772,708.00
|
6th Year
|
65th Month
|
9,273,385.10
|
9,136,340.00
|
|
5th Year
|
54th Month
|
10,849,070.88
|
10,636,344.00
|
6th Year
|
66th Month
|
9,134,975.64
|
8,999,976.00
|
|
5th Year
|
55th Month
|
10,709,979.60
|
10,499,980.00
|
6th Year
|
67th Month
|
8,996,566.18
|
8,863,612.00
|
|
5th Year
|
56th Month
|
10,570,888.32
|
10,363,616.00
|
6th Year
|
68th Month
|
8,858,156.72
|
8,727,248.00
|
|
5th Year
|
57th Month
|
10,431,797.04
|
10,227,252.00
|
6th Year
|
69th Month
|
8,719,747.26
|
8,590,884.00
|
|
5th Year
|
58th Month
|
10,292,705.76
|
10,090,888.00
|
6th Year
|
70th Month
|
8,581,337.80
|
8,454,520.00
|
|
5th Year
|
59th Month
|
10,153,614.48
|
9,954,524.00
|
6th Year
|
71st Month
|
8,442,928.34
|
8,318,156.00
|
|
5th Year
|
60th Month
|
10,014,523.20
|
9,818,160.00
|
6th Year
|
72nd Month
|
8,304,518.88
|
8,181,792.00
|
|
7th Year
|
73rd Month
|
8,085,655.14
|
8,045,428.00
|
|
|
|
|
|
7th Year
|
74th Month
|
7,948,609.32
|
7,909,064.00
|
|
|
|
|
|
7th Year
|
75th Month
|
7,811,563.50
|
7,772,700.00
|
|
|
|
|
|
7th Year
|
76th Month
|
7,674,517.68
|
7,636,336.00
|
|
|
|
|
|
7th Year
|
77th Month
|
7,537,471.86
|
7,499,972.00
|
|
|
|
|
|
7th Year
|
78th Month
|
7,400,426.04
|
7,363,608.00
|
|
|
|
|
|
7th Year
|
79th Month
|
7,263,380.22
|
7,227,244.00
|
|
|
|
|
|
7th Year
|
80th Month
|
7,126,334.40
|
7,090,880.00
|
|
|
|
|
|
7th Year
|
81st Month
|
6,989,288.58
|
6,954,516.00
|
|
|
|
|
|
7th Year
|
82nd Month
|
6,852,242.76
|
6,818,152.00
|
|
|
|
|
|
7th Year
|
83rd Month
|
6,715,196.94
|
6,681,788.00
|
|
|
|
|
|
7th Year
|
84th Month
|
6,545,424.00
|
6,545,424.00
|
|
|
|
|