Exhibit 4.60
MEMORANDUM OF AGREEMENT Dated: 22nd August, 2016 | Norwegian Shipbroker's Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and international Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87. |
Malvina Shipping Company Limited 5/1, Merchants Street, Valletta, Malta hereinafter called the Sellers, have agreed to sell, and | |
Ocean Star Shipping Limited of Marshall Islands or their Nominee hereinafter called the Buyers, have agreed to buy | |
Name: M/V CORONADO | |
Classification Society/Class: BV | |
Built: 2000 | By: Sanoyas Hishino Meisho Corporation, Japan |
Flag: Malta | Place of Registration: Valletta, Malta |
Call sign: 9HVG7 | Grt/Nrt: 38,818/ 25,182 |
hereinafter 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 as well as China, Malta, Germany. | |
"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: | US$ 4,250,000 |
2. | Deposit | |
As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of | ||
( date of this Agreement, the Escrow Account is open and subjects have been lifted whichever the later. This deposit shall be placed with Sellers' Nominated Law Firm in Hong Kona Messrs. Ince & Co | ||
and held by them the Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers. | ||
Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers. | ||
Escrow Agent account details are as follows: | ||
3. | Payment | |
The bunker/luboils etc. shall be paid in full free of bank charges to Sellers' nominated bank | ||
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 and her classification records and have |
Accepted both the Vessel and the Vessel's classification records. The Buyers have | |
Physically inspected the Vessel on July 29th, 2016 at Wenzhou, China. | |
h | |
outright and definite, | |
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 15/10/7 approximate days notice of the expected time of delivery, and 3/2/1 definite days notice. | |
Buyers shall take delivery of the Vessel within three (3) business days (Saturdays; Sunday/ holidays in England and China excluded) after the Sellers have tendered to the Buyers a Notice of Readiness for Delivery, the date of tendering such notice being exclusive. The Notice of Readiness for Delivery shall be submitted by the Sellers to the Buyers (any business day, day and night) once the Vessel is ready for delivery. The Sellers shall not tender Notice of Readiness prior to completion of the underwater inspection unless Buyers have waived same | |
b) | The Vessel shall be delivered berth buoy/port anchorage and/or in Dry-dock September, 2016 |
in the Sellers' option be delivered to the Buyers upon completion of present voyage (Indo/China trip). | |
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 1st October, 2016 in Buyers' option. | |
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 | |
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 | |
notification or if the Buyers accept the new date, the date proposed in the Sellers' 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 |
a)** | |
b)** | However, the Buyers shall have the right at their risk and expense to arrange for an Vessel's class surveyor with Buyers' right to attend without interference at the video monitor or in any way with class surveyors work. Sellers will give at least 3 (three) days' notice to Buyers of the place/time they intend to make the vessel available for such inspection. Buyers' failure to appoint divers approved by class or attend underwater inspection as per Sellers' notification will be deemed a waiver of their right to inspect the vessel's under- water parts. The Class surveyor to be appointed by the Sellers and all expenses to be for the Buyers' account. If the conditions at the place where the Vessel is made available for such inspection are unsuitable for such inspection, the Sellers shall at their risk and expense make the Vessel available at a suitable alternative place. Thereafter the Vessel shall be delivered at such alternative suitable place/port. Should any damage affecting class be found by class surveyor in under-water parts and class approves postponement of repair of such damage, then the Sellers have the option to repair same to class's satisfaction or compensate Buyers in cash which shall be deducted from the purchase price at the time of closing. The cash compensation shall be based upon the average of 2 (two) reputable Chinese shipyards' quotation, one obtained by each party. It is understood by both parties that the amount of the monetary settlement is confined to direct repair cost only and does not include indirect cost such as dry- docking fee, general expenses, deviation cost, off hire and other costs whatsoever and that such amount of the monetary settlement is deducted from the Purchase Price (for labour and material costs only) at the time of delivery. Should any damage affecting class be found by class surveyor in under-water parts and class requires immediate repairs of such damage in a dry-dock and Sellers arrange that the Vessel is dry-docked, the Buyers have the right to clean and paint the underwater parts below the summer loadline at the Buyers' time, risk and account without interfering with the Sellers' or vessel's class work and without affecting the smooth and timely delivery of the Vessel. But in any case, the Tailshaft shall not be drawn unless requested by the Class Surveyor and in case Vessel has to be drydocked. If, however, the Buyers' work in dry-dock is still in progress when the Sellers have completed their work, the Sellers have the right to tender the Notice of Readiness for Delivery whilst the Vessel is still in dry-dock and the Buyers are obliged to take delivery of the Vessel immediately after such Notice of Readiness tendered, whether the Vessel is in dry-dock or not. Any extra time and cost for the additional dry-docking incurred by reason of such Buyers' work shall be at the Buyers' risk and account. |
* | |
** | |
7. | Spares/bunkers, etc. |
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on | |
order, and navigational equipment. The Vessel does not have a spare anchor, or a spare tail-end shaft, or a spare propeller. |
Excluded from this sale are personal effects of Master, Officers and Crew including slop chest, log books, holy icons, ISM manuals, original certificates which must be surrendered to authorities and hired or third party's items, which shall be taken ashore by the Sellers upon or before delivery of the Vessel. |
Notwithstanding the above the following items to be excluded from the Sale: |
a) Oxygen / Acetylene / Freon Gas Bottles b) All Log Books for Deck, Engine and radio with Buyer's right to photocopy available logs onboard at their own expense, but the Sellers shall provide the scanning copy of same. c) All ISPS, ISM And quality documentation and correspondence. d) Vessel's wireless e-mail system and server e) Training video library, books. f) Crew / Officers library / walport videos g) All Master's Slopchest / Bonded stores, all Master's and crew's personal belongings. h) Personal lap-top computers (Personal lap-top computers of crew. Total 13 pieces) i) Personal cell phones (Personal cell phones of crew. Total 31 pieces) j) Contents of Master's safe k) Works of Art; Originals, copies, prints, statues 1) Certificates / documents to be returned to authorities (Need to have Vessel's original certificate of Registry to be returned back to the authorities) m) All leased rented, hired equipment. (Sellers confirmed No leased rented, hire equipment on board.) |
Price to include everything belonging to the Vessel on board, including all navaids and wireless equipment. |
The Buyers to pay extra for platts prices are available (hereby Hong Kong platts price to be applied) one (1) day before vessel's delivery to the Buyers. Also Buyers to pay extra for vessel's all types of unused lubricants and greases that have not passed through vessel's systems in designated storage tanks and sealed drums/pails at Seller's last net prices evidenced by invoices/vouchers. Sellers will use their reasonable commercial efforts so that the bunkers remaining on board at delivery shall not exceed 30% of corresponding tank capacity. |
8. | Documentation |
The place of closing: Hong Kong, China | |
Documents to be mutually agreed between Buyers and Sellers and to be incorporated as an Addendum to the MOA, but in any case failure to agree documentation shall not be a reason to invalidate the MOA. |
9. | Encumbrances |
The Sellers warrant that the Vessel shall be delivered charters, all encumbrances, mortgages, and maritime liens or any other debts whatsoever at the time of delivery. 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 shall be delivered "as is" however with her class maintained, free of class conditions/recommendations affecting the class with all her National and International certificates clean and valid with at least two (2) months validitity at the time of delivery. CSM items to be also up to date without out-standings. (except it the vessel is in Special Survey Machinery Cycle and the CSM system is not applicable) | |
All plans, drawings and instruction manuals (excluding ISM manuals) which are on board shall be delivered to the Buyers' Master as they are upon delivery of the Vessel. | |
All remaining plans, drawings and instruction manuals in the Sellers' possession shall be forwarded to the Buyers' main office after delivery. Forwarding charges, if any, shall be for the Buyers account. | |
Logbooks shall be retained by the Sellers. However the Buyers have the right to take photocopies of the available logbooks onboard before delivery at the Buyers' cost. |
12. | Name/markings |
Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings. | |
13. | 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. | |
14. | 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. | |
15. | Buyers' representatives |
After signing the MOA | |
representatives on board the Vessel strictly as observers for familiarization purposes only. Such representatives board the Vessel at the last port or bunkering port enroute of the final voyage before delivery of the vessel to the Buyers, at the Buyers' risk and account and shall always remain under the Master's command without any interference with the Vessel's operation and her schedule. Indemnity letters from each of Buyers' representatives shall be provided to the Sellers before the said representatives boarding. Said Buyers representatives to be allowed to use vessel's communication equipment and said charges will be settled by Buyers representatives on board and to the Master directly, but before delivery. Also, Buyers representatives to pay a victualing daily rate of usd 10.0 per rep. | |
16. | 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. Arbitrators to be members of the London Maritime Arbitrators Association. 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 them to s | |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of |
deletions, alternative 16 a) to apply. | |
17. | P & C: All details of these negotiations and any eventual sale shall be kept strictly private and |
confidential among all parties concerned, except where required by statutory or requirements for stock | |
listed companies. | |
18. | On delivery the Sellers shall hand to Buyers a letter of undertaking stating that to the best of their |
knowledge the Vessel under present Ownership is not blacklisted by the Arab boycott league in | |
Damascus and that she has not been infested by Gypsy Moth. | |
19. | The Vessel shall be delivered with her cargo holds clean swept, and free of cargo. However, Sellers |
have the option to deliver the Vessel with her cargo holds as they are left by the Stevedores after | |
completion of discharge of cargo on board by paying Buyers a lump-sum amount of USD 4000 in lieu of | |
cargo holds cleaning. | |
[logo] OCEAN START SHIPPING LTD | ||
FOR THE SELLERS /s/ illegible | FOR THE BUYERS /s/ illegible | |
Name: Title: Attorney-in-fact | Name: Title: Attorney-in-fact |