NOVAT1ON AGREEMENT TO THE TIME CHARTERPARTY DATED THE 1ST DAY OF FEBRUARY 2010 IN RESPECT OF M/T GENMAR CONCORD among GMR CONCORD LLC, as disponent owner, BORGSHIP TANKERS INC., as charterer and CONCORD LTD., as original owner January 27, 2011
Exhibit 10.18
NOVAT1ON AGREEMENT
TO THE TIME CHARTERPARTY DATED THE
1ST DAY OF FEBRUARY 2010
IN RESPECT OF M/T GENMAR CONCORD
among
GMR CONCORD LLC,
as disponent owner,
BORGSHIP TANKERS INC.,
as charterer
and
CONCORD LTD.,
as original owner
January 27, 2011
TO THE TIME CHARTERPARTY DATED THE
1ST DAY OF FEBRUARY 2010
IN RESPECT OF M/T GENMAR CONCORD
THIS NOVATION AGREEMENT TO THE TIME CHARTERPARTY DATED THE 1ST DAY OF FEBRUARY 2010 IN RESPECT OF M/T GENMAR CONCORD (this “Agreement”) is made as of the 27 day of January, 2011, by and among (i) GMR Concord LLC, a ▇▇▇▇▇▇▇▇ Islands limited liability company (the “Disponent Owner”), as disponent owner, (ii) Borgship Tankers Inc., a ▇▇▇▇▇▇▇▇ Islands corporation (the “Charterer”), as charterer, and (iii) Concord Ltd., a company incorporated in the Islands of Bermuda (the “Original Owner”, and together with the Disponent Owner and the Charterer, the “Parties”), as original owner.
W I T N E S S E T H:
WHEREAS, by a “Shelltime 4” time charterparty in the form of a recap fixture email dated February 1, 2010 (together with all amendments thereto and supplements thereof, the “Time Charter”), entered into by the Original Owner, as owner, and the Charterer, as charterer, the Charterer agreed to charter on a time charter basis from the Original Owner the Bermudian registered M/T GENMAR CONCORD, with IMO No. 9258600 (the “Vessel”);
WHEREAS, pursuant to a memorandum of agreement dated January 27, 2011, entered into between the Original Owner, as seller, and MR Concord Shipping L.L.C., a ▇▇▇▇▇▇▇▇ Islands limited liability company (the “New Owner”), as buyer, the Original Owner agreed to sell, and did sell and deliver, and the New Owner agreed to buy, and did buy and take delivery of, the Vessel on January , 2011 (the “Delivery Date”);
WHEREAS, the New Owner, upon taking title to the Vessel, registered the Vessel under the laws and flag of the Republic of the ▇▇▇▇▇▇▇▇ Islands;
WHEREAS, pursuant to a “Barecon 2001” bareboat charterparty dated January , 2011 (as amended and supplemented from time to time, the “Bareboat Charter”), entered into between the New Owner, as owner, and the Disponent Owner, as bareboat charterer and disponent owner, the Bareboat Charter having become effective upon the Delivery Date, the Disponent Owner chartered on a bareboat charter basis from the New Owner the Vessel; and
WHEREAS, this Agreement sets out the terms and conditions upon which the Charterer has consented, pursuant to Clause 93 of the Time Charter, to (i) the change of ownership of the Original Owner and the Vessel and to the change of flag of the Vessel and (ii) the sale of the Vessel by the Original Owner to the New Owner, the bareboat chartering of the Vessel from the New Owner to the Disponent Owner, and the Disponent Owner being substituted in place of the Original Owner as a party to the Time Charter according to the terms of this Agreement, respectively.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties agree as follows:
ARTICLE I
RULES OF CONSTRUCTION; DEFINED TERMS
SECTION 1.01 Rules of Construction; Defined Terms. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a) The terms defined in this Agreement have the meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender;
(b) Terms not otherwise defined herein shall have the meaning ascribed thereto in the Time Charter;
(c) References herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement;
(d) Reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;
(e) The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision; and
(f) The term “include” or “including” shall mean without limitation by reason of enumeration.
ARTICLE II
NOVATION
SECTION 2.01 Novation. On and with effect from the Effective Date (as hereinafter defined):
(a) The Disponent Owner shall be and is hereby substituted in place of the Original Owner as a party to the Time Charter and shall be construed as the “Owner” of the Vessel under the Time Charter and that the Time Charter shall henceforth be construed and treated in all respects as if the Disponent Owner was named therein instead of the Original Owner; provided, always, that it is understood that the Disponent Owner is “acting”, and can only act, as if it is the “disponent owner” of the Vessel pursuant to the terms of the Bareboat Charter;
(b) The Disponent Owner shall duly and punctually perform and discharge all obligations and liabilities whatsoever from time to time to be performed or discharged by virtue of the Time Charter in all respects as if the Disponent Owner was named therein instead of the Original Owner;
(c) The Charterer shall be bound by the Time Charter in all respects as if the Disponent Owner was (and has at all times been) named therein instead of the
Original Owner; provided, always, that it is understood that the Disponent Owner is “acting”, and can only act, as if it is the “disponent owner” of the Vessel pursuant to the terms of the Bareboat Charter;
(d) The Charterer and the Original Owner mutually release and discharge each other from all liabilities, obligations, claims and demands whatsoever touching or concerning the Time Charter and in respect of anything done or omitted to be done under or in connection therewith arising after the date hereof but without prejudice to the rights of the Disponent Owner and the Charterer against each other in respect of any such liabilities, obligations, claims and demands; and
(e) The Original Owner hereby agrees to pay to Disponent Owner on the date hereof any charter hire paid to it by the Charterer but not yet earned by the Original Owner.
SECTION 2.02 Certain Amendments to the Time Charter. On and with effect from the Effective Date, the following amendments to the Time Charter shall apply:
(a) All references to the “vessel” or its “flag” or its “registry” in the Time Charter shall be construed and interpreted to reflect that the Vessel is now registered under, and flying the flag of, the Republic of the ▇▇▇▇▇▇▇▇ Islands;
(b) In the first line of Clause 93 the words “change owners” shall be deleted.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Amendments; Waiver. This Agreement may be amended only by agreement in writing of all Parties. No waiver of any provision nor consent to any exception to the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided.
SECTION 3.02 Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement and the table of contents included in this Agreement are for convenience only and do not constitute a part of this Agreement.
SECTION 3.03 Counterparts. This Agreement and any amendment hereto may be executed in one or more counterparts and by different Parties in separate counterparts. All of such counterparts shall constitute one and the same agreement (or other document) and shall become effective (unless otherwise provided therein) when one or more counterparts have been signed by each Party and delivered to the other Parties.
SECTION 3.04 Notices. Any notice or other communication hereunder and under the Time Charter must be given in writing and (a) delivered in person, (b) transmitted by telex, facsimile or telecommunications mechanism or (c) mailed by certified or registered mail, postage prepaid, return receipt requested as follows:
If to Disponent Owner:
c/o General Maritime Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
If to Original Owner:
c/o General Maritime Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
If to Charterer:
c/o Weco Shipping
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile No.: ▇-▇▇▇-▇▇▇-▇▇▇▇
or to such other address or to such other person as any Party shall have last designated by notice to the other Parties. Each such notice or other communication shall be effective (i) if given by telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section 3.04 and an appropriate answerback is received, (ii) if given by mail, three days after such communication is deposited in the mail with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when actually received at such address.
SECTION 3.05 Remedies: Waiver. Except to the extent this Section 3.05 is inconsistent with any other provision in this Agreement or applicable law, all rights and remedies existing under this Agreement and any related agreements or documents are cumulative with and not exclusive of, any rights or remedies otherwise available. No failure on the part of any Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right. A person who is not party to this Agreement may not enforce, or otherwise have the benefit of, any provision of this Agreement under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇.
SECTION 3.06 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalid, illegal or unenforceable provision shall remain in full force and effect as to any other jurisdiction, and the remaining provisions of this Agreement shall remain in full force and effect.
SECTION 3.07 Governing Law. THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH IT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF ENGLAND.
SECTION 3.08 Effective Date. This Agreement will become effective as of the date and time set-out in the Protocol of Delivery and Acceptance executed in conjunction with the Bareboat Charter (the “Effective Date”), but in no event later than February 5, 2011.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.
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GMR CONCORD LLC | |
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ |
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Name: |
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Title: |
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BORGSHIP TANKERS INC | |
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By: |
/s/ ▇▇▇▇▇▇ Schmolker |
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Name: ▇▇▇▇▇▇ Schmolker |
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Title: CEO |
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CONCORD LTD. | |
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By: |
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ |
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