EXHIBIT 4.5
SALES AND PURCHASE AGREEMENT
This Agreement is made on this 21st day of May 2001, by and between:-
SEATANKERS MANAGEMENT CO. LTD., a company incorporated and validly existing
according to the laws of the Republic of Cyprus, having its registered office at
▇▇▇▇▇ Beach Apts., ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, CY-3103, Limassol, Republic of Cyprus (the "SELLER")
-and-
GOLAR LNG LTD., a company incorporated and existing according to the laws of
Bermuda, having its registered office at Mercury House, 101 Front Street,
▇▇▇▇▇▇▇▇ ▇▇ GX, Bermuda (the "BUYER").
WHEREAS:-
A. (1) The Seller has contracted with Hyundai Heavy Industries Co., Ltd. and
Hyundai Corporation of Korea (together "HYUNDAI") pursuant to the terms of
a Shipbuilding Contract dated the 10th May 2001 whereby the Builder has
undertaken to construct and deliver to the Seller one LNG gas carrier of
137,000 cubic metres with Builder's Hull No. 1444 (the "HYUNDAI VESSEL")
upon the terms and conditions set out therein (the "HYUNDAI AGREEMENT") and
(2) the Seller holds an option for the construction and purchase of a
second LNG gas carrier of 138,100 cubic metres upon the terms and
conditions of an option agreement dated 10th May 2001 (the "HYUNDAI OPTION
AGREEMENT");
B. The Seller has entered into a Letter of Agreement dated 11th May 2001 with
Samsung Heavy Industries ("SAMSUNG") (the "SAMSUNG AGREEMENT") pursuant to
which (1) the Seller has the option, exercisable until 30th May 2001, to
conclude a binding agreement with Samsung for the construction and delivery
to the Seller of one LNG gas carrier of 138,000 cubic metres (the "SAMSUNG
VESSEL") and (2) the Seller holds the option to purchase a second LNG gas
carrier of 138,000 cubic metres (the "SAMSUNG OPTION AGREEMENT"), each upon
the terms and conditions set out therein;
C. Pursuant to the terms of the Hyundai Agreement the Seller is obliged to pay
to Hyundai the sum of USD 32,518,000 representing the first instalment due
thereunder within 3 banking days of receipt by the Seller of a Refund
Guarantee to be provided by the Export - Import Bank of Korea (the "HYUNDAI
PAYMENT"), such payment falling due before the end of May 2001;
D. The Seller wishes to sell and the Buyer wishes to purchase all right,
title, interest, liabilities and obligations, if any, of the Seller under
(a) the Hyundai Agreement, (b) the Hyundai Option Agreement, (c) the
Samsung Agreement and (d) the Samsung Option Agreement (together the
"BENEFITS"), on the terms and conditions hereinafter contained and for
which Hyundai and Samsung have indicated their consent to the respective
terms thereof.
NOW THEREFORE, it is hereby agreed as follows:-
1. Subject to the terms and conditions hereof, the Seller hereby sells and the
Buyer hereby purchases the Seller's Benefits of whatsoever nature attached
to (a) the Hyundai Agreement, (b) the Hyundai Option Agreement, (c) the
Samsung Agreement and (d) the Samsung Option Agreement.
2. The purchase price for the Benefits shall be USD 32,518,000 (being the
monies to be paid by the Seller to Hyundai), together with interest, and
USD 2,500,000 by way of consideration, the receipt and sufficiency of which
is hereby acknowledged by the Seller.
Payment of the purchase price shall be made by the Buyer no later than
seven business days after the Closing Date (as defined below).
3. The transfer of the Benefits shall be effected on 31 May, 2001 or such
subsequent business day in Singapore, Oslo, London and New York prior to 15
June, 2001 as the Buyer shall nominate to the Seller (the "CLOSING DATE").
4. Subject to the approval of the Buyer, the Seller shall exercise the option
for the construction of the Samsung Vessel pursuant to the Samsung
Agreement prior to its expiry.
5. The seller hereby warrants and represents to the Buyer and/or its
successors and/or assigns that, except as otherwise disclosed in writing
prior to the date of completion of this present Agreement that:
a. The Seller is the sole beneficiary of the Benefits and, save as
embodied in the terms of this Agreement, the Benefits are free from
any option, lien or encumbrance other than warranted by the Seller
and/or in this Agreement. No options, or similar rights or obligations
to subscribe for or otherwise acquire the Benefits are outstanding,
save as embodied in the terms of this Agreement;
b. The Seller warrants that there has been no default by it under either
(a) the Hyundai Agreement or (b) the Samsung Agreement (or their
respective options) and that both agreements remain in full force and
effect;
c. The Seller is registered as properly established and existing under
the laws of the Republic of Cyprus and is entitled to carry on such
business as is conducted now;
d. No court proceedings are pending and there are no facts or
circumstances known to the Seller to date which could lead to court
proceedings or which may materially affect the value of the Benefits
or impose upon the Buyer any obligation in excess of that contemplated
by this Agreement.
6. Completion of the sale and purchase of the Benefits shall take place with
effect from the Closing Date when the following business will be
transacted:
a. The Buyer shall procure that the Seller is unconditionally released
(or is otherwise counter-indemnified to the satisfaction of the
Seller) from and against all or any liability which the Seller may
have in respect of (a) the Hyundai Agreement and
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(b) the Samsung Agreement and their respective options, including but
not to be limited to any guarantee given by or on behalf of the Seller
to guarantee, INTER ALIA, the contractual obligations of the Seller
under either (a) the Hyundai Agreement or (b) the Samsung Agreement or
their respective options, after which the Buyer shall be entitled to
receive the Benefits thereafter accruing to the Seller.
b. The seller shall deliver or cause to be delivered to the Buyer:
- duly executed Hyundai Agreement, as may have been amended from
time to time;
- duly executed Samsung Agreement, as may have been amended from
time to time;
- if required, a Novation Agreement to be entered into between the
Seller, Hyundai and the Buyer or its nominee evidencing the
acceptance by the Builder of the novation of the Hyundai
Agreement and the Hyundai Option Agreement from the Seller to the
Buyer;
- if required, a Novation Agreement to be entered into between the
Seller, Samsung and the Buyer or its nominee evidencing the
acceptance by the Builder of the novation of the Samsung
Agreement and the Samsung Option Agreement from the Seller to the
Buyer;
- sufficient evidence that the Seller is in good standing with the
Cypriot authorities;
- such corporate authorities as reasonably required to give legal
effect to this Agreement.
7. Any and all notices given or required to be given in connection with this
Agreement shall be made to:
THE SELLER:
c/o Seatankers Management Co. Ltd.
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Tel: ▇▇▇▇ ▇ ▇▇ ▇▇ ▇▇
Fax: ▇▇▇▇ ▇ ▇▇ ▇▇ ▇▇
THE BUYER:
c/o Frontline Management AS
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Tel: ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇
Fax: ▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇
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This Agreement shall be governed by and construed in accordance with the laws of
England. Any dispute or difference arising hereunder shall be referred to
arbitration in London pursuant to the Arbitration ▇▇▇ ▇▇▇▇.
SIGNED in 2 original counterparts on the date shown above.
SEATANKERS MANAGEMENT CO. LTD.
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By: ▇▇▇▇▇▇ ▇▇▇▇
Title: Attorney-in-Fact
GOLAR LNG LTD.
/s/ Tor Olav Trolm
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By: Tor Olav Trolm
Title: Director
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