Exhibit 4.8
MEMORANDUM OF AGREEMENT Dated:September 10, 2009 | Norwegian Shipbrokers’ Association’s Memo- randum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name Revised 1966, 1983 and 1986/87.SALEFORM 1993 | |
Petrojarl Varg AS of Beddingen 16, N-7014 Trondheim, Norwayhereinafter called the Sellers, have agreed to sell, andVARG L.L.C. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH9696 hereinafter called the Buyers, have agreed to buy
Name:Petrojarl VARG
Classification Society/Class:Det Norske Veritas / +1A1 Oil Production and Storage Vessel (N), POSMOOR ATA, CRANE, HELDK, ECO
Built:1998, Sibu (MYS) | By:Far East Levingston Shipyard | |
Flag:Bahamas | Place of Registration:Nassau | |
Call Sign:C6QT4 | Grt/Nrt:52296 / 42495 | |
Register Number:8763309 | IMO No.: 8763309 |
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 inClause 1 and in the place of closing stipulated inClause 8.
“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa, a registered letter, telex, telefax,email or other modern form of written communication.
“Classification Society” or “Class” means the Society referred to inline 4.
1. Purchase Price Three Hundred and Twenty Million United States Dollars (US$ 320,000,000)
2. Deposit
3. Payment
The said Purchase Price shall be paid in full free of bank charges toBank details to be inserted the order and direction of the Sellers 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 Buyers |
This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
Copyright: Norwegian Shipbrokers’ Association, Oslo, Norway.
Printed by BIMCO’sidea
5. Notices, time and place of delivery
b) | The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or anchorage at/in a safe port worldwide or in international waters in the Sellers’ option. | |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery |
6. Drydocking/Divers Inspection
This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
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 propeller(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 Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and sealed drums and pay the current net marketSellers’ last invoice price (excluding barging expenses) at the port and datewithin 45 days 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:London, England
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery documents, namely:
a) | Legal Bill of Sale in a form recordable inBahamas (the country in which the Buyers are to register the Vessel)or such other country in Buyers’ option, warranting that the Vessel is free from all encumbrances, mortgages and maritime liens or any other debts or claims whatsoever, duly notarially attested and legalized by the consul of such country or other competent authority. |
b) | Current Certificate of Ownership issued by the competent authorities of the flag state of the Vessel. |
c) | Confirmation of Class issued within |
d) | Current Certificate issued by the competent authoritiesdated not more than one (1) Banking Day prior to delivery stating that the Vessel is free from registered encumbrances. |
e) | Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and furnish a Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 (four) weeks after the Purchase Price has been paid and the Vessel has been delivered. |
f) | Any such additional documents as may reasonably be required by the competent authorities for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement. |
At 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.
This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
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 documentationincluding drawings and manuals 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.
At the time of delivery, the Sellers shall have furnished the Buyers with the following documents:
g) resolutions, duly notarially attested and legalized, of the Board of Directors of the Sellers authorising the Sellers’ execution and performance of this Agreement and all matters in connection with the sale and transfer of the Vessel to the Buyers;
h) original power of attorney, duly notarially attested and legalized, of the Sellers authorising its appointed representatives to execute all necessary documents in order to sell and transfer the Vessel to the Buyers;
i) such other documents as the Buyers may reasonably require to evidence the authority of the Sellers to make and perform this Agreement and effect the legal transfer of the Vessel, provided the Buyers notify the Sellers of any such documents as soon as possible after the date of this Agreement.
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/international certificates, as well as all other certificates the Vessel had at the time of inspection, valid and unextended without condition/recommendation*for a period of at least six (6) months by Class or the relevant authorities at the time of delivery. “Inspection” in this clause 11, shall mean the Buyers’ inspection according to Clause4 a) or4 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.
12. Name/markings
This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
13. Buyers’ default
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 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 Vessels at their sole risk and expense. upon arrival at [ ] on or about [ ] These representatives 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.
16. Arbitration
c)* | Any dispute arising out of this Agreement shall be referred to |
This document is a computer generated SALEFORM 1993 from printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.
17. Confidentiality
This Agreement and any related negotiations and discussions are to be kept strictly private and confidential between the Buyers and the Sellers and shall not be released or disclosed to any third party save for the Buyers’ or Sellers’ respective brokers, legal advisors or bankers or where disclosure is required by law.
For and on behalf of THE SELLERS | For and on behalf of THE BUYERS | |
Name: | Name: | |
Title: | Title: |
This document is a computer generated SALEFORM 1993 form printed by authority of the Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must be clearly visible. In the event of any modification made to the pre-printed text of this document which is not clearly visible, the text of the original approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume no responsibility for any loss, damage or expense as a result of discrepancies between the original approved document and this computer generated document.