Norwegian Shipbrokers' Association
Memorandum of Agreement for sale and
purchase of ships Adopted by the Balue
and International Maritime Council
(BIMCO) in 1956
MEMORANDUM OF AGREEMENT Code-name
SALEFORM 1993
DATED: 30TH MARCH 2007 Revised 1966, 1983. 1986/87
Stellar management limited of malta hereunder called the Sellers, have agreed to
sell, and Studio city inc. hereunder called the Buyers, have agreed to buy
Name GAS KALOGEROS
Classification Society/Class: BV
Built: 2007 By: shitanoe shipbuilding co. ltd japan
Flag: malta Place of Registration: valletta
Call Sign: Grt/Nrt:
Register Number:
hereunder called the Vessel, on the following terms and conditions:
DEFINITIONS
"Banking days" are days on which banks are open both in the country of the
currency stipulated for the Purchase Price in Clause 1 and in the place of
closing stipulated in Clause 8.
"in writing" or "written" means a letter handed over from the Sellers to the
Buyers or vice versa, a registered letter, telex, telefax or other modern form
of written communication.
"Classification Society" or "Class" means the Society referred to in line 4.
1. PURCHASE PRICE USD 18,400,000 (EIGHTEEN MILLION FOUR HUNDRED THOUSAND ONLY
DOLLARS)
2. DEPOSIT
No deposit will be paid as security to the fulfillment of this agreement
3. PAYMENT
The said Purchase Price shall be paid in full free of bank charges to sellers
bank account
on delivery of the Vessel, but not later than 3 banking days after the Vessel is
in every respect physically ready for delivery in accordance with the terms and
conditions of this Agreement and Notice of Readiness has been given in
accordance with Clause 5.
4. INSPECTIONS
a)* The Buyers have inspected and accepted the Vessel's classification
records, the sale is outright and definite, subject only to the terms and
conditions of this Agreement.
5. NOTICES, TIME AND PLACE OF DELIVERY
a) The Sellers shall keep the Buyers well informed of the Vessel's itinerary
and shall provide the Buyers with _____, _______, _____ and _________ days
notice of the estimated time of arrival at the intended place of
drydocking/underwater inspection/delivery. When the Vessel is at the place
of delivery and in every respect physically ready for delivery in
accordance with this Agreement, the Sellers shall give the Buyers a written
Notice of Readiness for delivery.
b) The Vessel shall be delivered and taken over safely afloat at a safe and
accessible berth or anchorage at/in WW option
in the Sellers' option.
Expected time of delivery: 25 may to 15th august 2007
Date of cancelling 15th august 2007 in buyers option (see Clauses 5 c), 6
b) (iii) and 14):
c) If the Sellers anticipate that, notwithstanding the exercise of due
diligence by them, the Vessel will not be ready for delivery by the
cancelling date they may notify the Buyers in writing stating the date when
they anticipate that the Vessel will be ready for delivery and propose a
new cancelling date. Upon receipt of such notification the Buyers shall
have the option of either cancelling this Agreement in accordance with
Clause 14 within 7 running days of receipt of the notice or of accepting
the new date as the new cancelling date. If the Buyers have not declared
their option within 7 running days of receipt of the Sellers' notification
or if the Buyers accept the new date, the date proposed in the Seller's
notification shall be deemed to be the new cancelling date and shall be
substituted for the cancelling date stipulated in line 61.
If this Agreement is maintained with the new cancelling date all other
terms and conditions hereof including those contained in Clauses 5 a) and 5
c) shall remain unaltered and in full force and effect. Cancellation or
failure to cancel shall be entirely without prejudice to any claim for
damages the Buyers may have under Clause 14 for the Vessel not being ready
by the original cancelling date
d) Should the Vessel become an actual, constructive or compromised total loss
before delivery the deposit together with interest earned shall be released
immediately to the Buyers whereafter this Agreement shall be null and void.
6. DRYDOCKING/DIVERS INSPECTION
b)** (i) The Vessel is to be delivered without drydocking. However, the Buyers
shall have the right at their expense to arrange for an underwater
inspection by a diver approved by the Classification Society prior to the
delivery of the Vessel. The Sellers shall at their cost make the Vessel
available for such inspection. The extent of the inspection and the
conditions under which it is performed shall be to the satisfaction of the
Classification
Society. If the conditions at the port of delivery are unsuitable for such
inspection, the Sellers shall make the Vessel available at a suitable
alternative place near to the delivery port
(ii) If the rudder, propeller, bottom or other underwater parts below the
deepest load line are found broken damaged or defective so as to affect
the Vessel's class, then unless repairs can be carried out afloat to the
satisfaction of the Classification Society, the Sellers shall arrange for
the Vessel to be drydocked at their expense for inspection by the
Classification Society at the Vessel's underwater parts below the deepest
load line, the extent of the inspection being in accordance with the
Classification Society's rules. If the rudder, propeller, bottom or other
underwater parts below the deepest load line are found broken, damaged or
defective so as to affect the Vessel's class, such defects shall be made
good by the Sellers at their expense to the satisfaction of the
Classification Society without condition/recommendation*. In such event the
Sellers are to pay also for the cost of the underwater inspection and the
Classification Society's attendance.
(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no
suitable drydocking facilities are available at the port of delivery, the
Sellers shall take the Vessel to a port where suitable drydocking
facilities are available, whether within or outside the delivery range as
per Clause 5 b). Once drydocking has taken place the Sellers shall deliver
the Vessel at a port within the delivery range as per Clause 5 b) which
shall, for the purpose of this Clause, become the new port of delivery. In
such event the cancelling date provided for in Clause 5 b) shall be
extended by the additional time required for the drydocking and extra
steaming, but limited to a maximum of 14 running days.
c) If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above
(i) the Classification Society may require survey of the tailshaft system,
the extent of the survey being to the satisfaction of the Classification
surveyor. If such survey is not required by the Classification Society, the
Buyers shall have the right to require the tailshaft to be drawn and
surveyed by the Classification Society, the extent of the survey being in
accordance with the Classification Society's ruled for tailshaft survey and
consistent with the current stage of the Vessel's survey cycle. The Buyers
shall declare whether they require the tailshaft to be drawn and surveyed
not later than by the completion of the inspection by the Classification
Society. The drawing and refitting of the tailshaft shall be arranged by
the Sellers. Should any parts of the tailshaft system be condemned or found
defective so as to affect the Vessel's class, those parts shall be renewed
or made good at the Sellers' expense to the satisfaction of the
Classification Society without condition/recommendation*.
(ii) the expenses relating to the survey of the tailshaft system shall be
borne by the Buyers unless the Classification Society requires such survey
to be carried out, in which case the Sellers shall pay these expenses. The
Sellers shall also pay the expenses if the Buyers require the survey and
parts of the system are condemned or found defective or broken so as to
affect the Vessel's class*.
(iii) the expenses in connection with putting the Vesse in and taking her
out of drydock, including the drydock dues and the Classification Society's
fees shall be paid by the Sellers if the Classification Society issues any
condition/recommendation* as a result of the survey or if it requires
survey of the tailshaft system. In all other cases the Buyers shall pay the
aforesaid expenses, dues and fees.
(iv) the Buyers' representative shall have the right to be present in the
drydock, but without interfering with the work or decisions of the
Classification surveyor
(v) the Buyers shall have the right to have the underwater parts of the
Vessel cleaned and painted at their risk and expense without interfering
with the Sellers' or the Classification surveyor's work, if any, and
without affecting the Vessel's timely delivery. If, however, the Buyers'
work in drydock is still in process when the Sellers have completed the
work which the Sellers are required to do, the additional docking time
needed to complete the Buyers' work shall be for the Buyers' risk and
expense. In the event that the Buyers' work requires such additional time,
the Sellers may upon completion of the Sellers' work tender Notice of
Readiness for delivery whilst the Vessel is still in drydock and the Buyers
shall be obliged to take delivery in accordance with Clause 3, whether the
Vessel is in drydock or not and irrespective of Clause 5 b).
* Notes, if any, in the surveyor's report which are accepted by the
Classification Society without condition/recommendation are not to be taken
into account.
** 6 a) and 6 b) are alternatives; delete whichever is not applicable. In the
absence of deletions, alternative 6 a) to apply.
7. SPARES/BUNKERS, ETC.
The Sellers shall deliver the Vessel to the Buyers with everything belonging to
her on board and on shore. All spare parts and spare equipment including spare
tail-end shaft(s) and/or spare propellers(s)/propeller blade(s). if any,
belonging to the Vessel at the time of inspection used or unused, whether on
board or not shall become the Buyers' property, but spares on order are to be
excluded. Forwarding charges, if any, shall be for the Buyers' account. The
Sellers are not required to replace spare parts including spare tail-end
shaft(s) and spare propeller(s)/propeller blade(s) which are taken out of spare
and used as replacement prior to delivery, but the replaced items shall be the
property of the Buyers. The radio installation and navigational equipment shall
be included in the sale without extra payment if they are the property of the
Sellers. Unused stores and provisions shall be included in the sale and be taken
over by the Buyers without extra payment.
The Sellers have the right to take ashore crockery, plates, cutlery, linen and
other articles bearing the Sellers' flag or name, provided they replace same
with similar unmarked items. Library, forms, etc., exclusively for use in the
Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers'
and Crew's personal belongings including the stop chest are to be excluded from
the sale, as well as the following additional items (including items on hire):
The Buyers shall take over the remaining unused lubricating oils in storage
tanks and sealed drums and pay the current net market price (excluding barging
expenses) at the port and date of delivery of the Vessel. Payment under this
Clause shall be made at the same time and place and in the same currency as the
Purchase Price
8. DOCUMENTATION
The place of closing: athens
In exchange for payment of the Purchase Price the Sellers shall furnish the
Buyers with delivery
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. Documents to be exchanged to be
agreed at a later stage
At the time of delivery the Sellers shall hand to the Buyers the classification
certificate(s) as well as all plans etc., which are on board the Vessel. Other
certificates which are on board the Vessel shall also be handed over to the
Buyers unless the Sellers are required to retain same, in which case the Buyers
to have the right to take copies. Other technical documentation which may be in
the Sellers' possession shall be promptly forwarded to the Buyers at their
expense, if they so request. The Sellers may keep the Vessel's log books but the
Buyers to have the right to take copies of same.
9. ENCUMBRANCES
The Sellers warrant that the Vessel, at the time of delivery, is free from all
charters, encumbrances, mortgages and maritime liens or any other debts
whatsoever. The Sellers hereby undertake to indemnify the Buyers against all
consequences of claims made against the Vessel which have been incurred prior to
the time of delivery
10. TAXES, ETC.
Any taxes, fees and expenses in connection with the purchase and registration
under the Buyers' flag shall be for the Buyers' account, whereas similar charges
in connection with the closing of the Sellers' register shall be for the
Sellers' account.
11. CONDITION ON DELIVERY
The Vessel with everything belonging to her shall be at the Sellers' risk and
expense until she is delivered to the Buyers, but subject to the terms and
conditions of this Agreement she shall be delivered and taken over as she was at
the time of inspection, fair wear and tear excepted.
However, the Vessel shall be delivered with her class maintained without
condition/recommendation*, free of average damage affecting the Vessel's class,
and with her classification certificates and national certificates, as well as
all other certificates the Vessel had at the time of inspection, valid and
unextended without condition/recommendation* by Class or the relevant
authorities at the time of delivery.
"Inspection" in this Clause 11, shall mean the Buyers' inspection according to
Clause 4 a) or 4 b), if applicable, or the Buyers' inspection prior to the
signing of this Agreement. If the Vessel is taken over without inspection, the
date of this Agreement shall be the relevant date.
* Notes, if any, in the surveyor's report which are accepted by the
Classification Society without condition/recommendation are not to be taken
into account.
12. BUYERS' DEFAULT
Should the deposit not be paid in accordance with Clause 2, the Sellers have the
right to cancel this Agreement, and they shall be entitled to claim compensation
for their losses and for all expenses incurred together with interest
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers
have the right to cancel the Agreement, in which case the deposit together with
interest earned shall be released to the Sellers. If the deposit does not cover
their loss, the Sellers shall be entitled to claim further compensation for
their losses and for all expenses incurred together with interest.
13. SELLERS' DEFAULT
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5
a) or fail to be ready to validly complete a legal transfer by the date
stipulated in line 61 the Buyers shall have the option of cancelling this
Agreement provided always that the Sellers shall be granted a maximum of 3
banking days after Notice of Readiness has been given to make arrangements for
the documentation set out in Clause 8. If after Notice of Readiness has been
given but before the Buyers have taken delivery, the Vessel ceases to be
physically ready for delivery and is not made physically ready again in every
respect by the date stipulated In line 61 and new Notice of
Readiness given, the Buyers shall retain their option to cancel. In the event
that the Buyers elect to cancel this Agreement the deposit together with
interest earned shall be released to them immediately.
Should the Sellers fail to give Notice of Readiness by the date stipulated in
line 61 or fail to be ready to validly complete a legal transfer as aforesaid
they shall make due compensation to the Buyers for their loss and for all
expenses together with interest if their failure is due to proven negligence and
whether or not the Buyers cancel this Agreement
14. BUYERS' REPRESENTATIVES
After this agreement has been signed by both parties and the deposit has been
lodged, the Buyers have the right to place two representatives on board the
Vessel at their sole risk and expense
These representative are on board for the purpose of familiarisation and in the
capacity of observers only, and they shall not interfere in any respect with the
operation of the Vessel. The Buyers' representatives shall sign the Sellers'
letter of indemnity prior to their embarkation.
15. ARBITRATION
a)* This agreement shall be governed by and construed in accordance with
English law and any dispute arising out of this Agreement shall be referred
to arbitration in London in accordance with the Arbitration Acts 1950 and
1979 or any statutory modification or re-enactment thereof for the time
being in force, one arbitrator being appointed by each party. On the
receipt by one party of the nomination in writing of the other party's
arbitrator, that party shall appoint their arbitrator within fourteen days,
failing which the decision of the single arbitrator appointed shall apply.
If two arbitrators properly appointed shall not agree they shall appoint an
umpire whose decision shall be final.
16 charter
The sale includes a charter to an oil major, the buyers have read and
approved the charterparty.
For the buyers for the sellers
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ Illegible
------------------------------------- ----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Illegible