Exhibit 4.85
MEMORANDUM OF AGREEMENT | Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International MaritimeCouncil (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87 | |
Dated: 4 May 2018___________________________ | ||
Kahuna Owners Inc., a company incorporated and existing under the laws of Marshall Islands hereinafter called the Sellers, have agreed to sell, and
Hai Kuo Shipping 1622 Limited, a company incorporated and existing under the laws of the Marshall Islands hereinafter called the Buyers, have agreed to buy
Name: Castellani
Classification Society/Class: Nippon Kaiji Kyokal NK
Built: 2014 | By: Tsuneishi Shipbuilding Co. Ltd, Japan | |
Flag: Malta | Place of Registration: Valletta | |
Call Sign: 9HA4578 | Grt/Nrt: 43005/27239 | |
Register: IMO Number: 9602409 |
hereinafter called the Vessel, on the following terms and conditions: ______
Definitions
"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefaxemail, or other modern form of written communication.
"Classification Society" or "Class" means the Society referred to in line 4.
1. Purchase Price
United States Dollars Twenty Four Million (USD24,000,000)
United States Dollars Twenty Four Million (USD24,000,000)
2. Deposit
3. Payment
The said Purchase Price shall be paid in accordance with Clause 18 of this Agreement. full free of bank charges to _____________________ 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
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 and legally 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 the place where the Vessel is located at the same time simultaneously with the delivery of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) provided that the terms and conditions for the chartering of the Vessel by the Buyers to the Sellers under the BBC (as defined in Clause 17 of this Agreement) are satisfied. The delivery of the Vessel under this Agreement and the delivery of the Associated Vessels (as defined in the BBC) under the Associated BBCs (as defined in the BBC) shall take place on the same day. It is hereby agreed that the Vessel may be delivered at Sea. a safe and accessible berth or anchorage at/in ___ in the Seller's option.
Expected time of delivery: on or about 18 May 2018
Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14 of this Agreement): 30 June 2018, in the Buyers' option to exercise.
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, in which case the Sellers shall compensate the Buyers all the costs and expenses properly documented and incurred by the Buyers arising out of or in connection with this Agreement.
6. Drydocking/Divers Inspection
b)** (i) The Vessel is to be delivered without drydocking. However, the Buyersshall 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.
7. Spares/bunkers, etc.
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on shore including all such spare parts and equipment as necessary to comply with the minimum requirements imposed on the Vessel by the Vessel's technical manager, the Classification Society, the Buyers' choice of flag and under the BBC (as defined in Clause 17 of this Agreement), if any. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection delivery used or unused, whether on board or not shall become the Buyers' property, but including spares on order which shall be taken over by the Buyers without extra compensation to the Sellers. The Sellers shall provide the Buyer's with an inventory at the time of delivery. 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.
Remaining bunkers, lubricating oil and other consumerable stores (excluding spare parts) on board the Vessel at the time of delivery shall be excluded from the sale and subject to terms of Clause 9 of the BBC (as defined in Clause 17 of this Agreement). 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 slop chest are to be excluded from the sale, as well as the following additional items (including items on hire):_______
8. Documentation
The place of closing: Hong Kong or Singapore or such other venue as may be agreed between the Sellers and the Buyers from time to time.
In exchange for payment of the Purchase Price in accordance with Clause 18 of this Agreement, the Sellers and the Buyers shall simultaneously or in advance provide the Buyers with the delivery documents as set out in Schedule 1 hereto as agreed between the Sellers and the Buyers.furnish the Buyers with delivery documents, namely:
9. Encumbrances
The Sellers warrant that, and the Buyers' obligation to take delivery of the Vessel hereunder are conditional upon, the Vessel, at the time of delivery, is free from all arrests, taxes, detentions,
stowaways, claims, 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 and administrative claims and detentions arising from such claims 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 and similar charges in connection with the sale and the closing of the Sellers' register (if any) 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 delivery on a strictly "as is, where is" basis.
However, the Vessel shall be delivered with her class maintained without condition/recommendation* [(other than the Class recommendations in respect of the damages in the Vessel's cargo holds disclosed to the Buyers before the date of this Agreement and to be compiled with by 27 January 2019)], 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. The Sellers shall notify the Classification Society of any matters coming to their knowledge prior to the delivery of the Vessel which upon being reported to the Classification Society would lead to the withdrawal of the Vessel's class or the imposition of a recommendation relating to her class.
12. Name/markings
Upon delivery the Buyers undertake not to change the name of the Vessel and alter funnel markings.
13. Buyers' default
Should the Purchase Price not be paid in accordance with Clause 3 and 18 of this Agreement or on such later date as may be agreed by the Sellers and the Buyers, the Sellers have the right to cancel the Agreement, in which case but the Buyers shall not be liable to any loss, costs or expenses incurred by the Sellers arising out of or in connection with the Buyers default.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
In the event that Should the Sellers (i) fail to give Notice of Readiness in accordance with Clause 5 a) or (ii) fail to be ready
to validly complete a legal transfer of the Vessel on or before by the date stipulated in line 61, or (iii) the Sellers shall otherwise default in the delivery of the Vessel according to the terms of this Agreement, the Buyers shall have the right in their option to cancel of cancelling this Agreement, in which case this Agreement shall be null and void and the Sellers shall compensate the Buyers all reasonable and properly documented costs and expenses incurred by the Buyers arising out of or in connection with 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.
15. Buyers' representatives
16. Arbitration
Buyers: | Sellers: | |
/s/ Lee Kwak Chun | /s/ Savvas Tournis | |
Hai Kuo Shipping 1622 Limited | Kahuna Owners Inc. | |
By: Lee Kwak Chun | By: Savvas Tournis | |
Title: Attorney-in-fact | Title: Attorney-in-fact | |