VESSEL SALE AGREEMENT
M/V MANISTEE - OFFICIAL No. 243406
THIS VESSEL SALE AGREEMENT ("Agreement"), made as of this 23rd day of
March, 2007, by and between LAKE SERVICE SHIPPING CO., a corporation existing
under the laws of the State of Delaware, maintaining an office at 63 Kercheval,
Suite 200, Grosse Pointe Farms, MI 48236 ("Seller'), and GRAND RIVER NAVIGATION
COMPANY, INC., a corporation existing under the laws of the State of Delaware,
maintaining an office at 515 Moore Road, Suite 2, Avon Lake, Ohio 44012
("Buyer").
In consideration of the respective covenants, representations and
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is agreed to by and
between the parties as follows:
1. Sale and Purchase Price. Upon the terms and conditions set forth in the
Agreement, Seller hereby sells to Buyer, and Buyer hereby purchases from Seller,
the vessel M/V MANISTEE, bearing U.S. Official No. 243406 (the "Vessel"). The
Vessel shall include all equipment, machinery and items of outfit and spares,
supplies, fuel, bunkers and any unused lubricating oils on board as of the date
hereof, and equipment and spare parts specific and exclusive to the Vessel
stored on shore (collectively, "Parts and Equipment").
The purchase price ("Purchase Price") for the Vessel is Two Million Two
Hundred Thousand United States Dollars (U.S. $2,200,000.00). The Purchase Price
shall be paid by Buyer by wire transfer to the Seller in immediately available
funds at the Closing (in accordance with wire transfer instructions to be
provided by the Seller).
The "Closing" of the transactions shall take place concurrently with the
execution of this Agreement.
2. Representations, Warranties and Covenants of Seller. Seller represents,
warrants and covenants to Buyer and acknowledges that Buyer is relying upon such
representations, warranties and covenants in entering into this Agreement and in
completing the transactions contemplated herein that:
a) Corporate Matters. Seller is a corporation, validly existing and in
good standing under the laws of the State of Delaware and has taken
all corporate action necessary for it to execute and deliver this
Agreement and consummate the transactions hereunder. This Agreement
constitutes a legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms subject, as to
the enforcement remedies, to bankruptcy, reorganization, insolvency,
moratorium and other laws relating to or affecting creditors' rights
generally and subject to the availability of equitable remedies;
b) Title. Seller has good and marketable title to the Vessel and the
Parts and Equipment, free and clear of all liens, encumbrances,
charges or rights of others of any kind whatsoever created by the
Seller as owner of the Vessel (it being acknowledged and agreed that
liens accrued in whole or in part by virtue of actions of Buyer, and
unrecorded liens for wages, supplies, personal injury, illness,
wrongful death and other liens accrued in normal operations, shall
remain for the account of the Buyer);
c) Citizenship. Seller is a citizen within the meaning of the
applicable maritime laws of the United States of America, including,
but not limited to Section 2 of the Shipping Act, 1916, 46 U.S.C.
ss.50501; and
d) No Broker. Seller has not employed the services of a broker, agent
or other person in connection with the purchase and sale of the
Vessel.
Except as expressly set forth in this Section 2, Seller makes no representation
or warranty to Buyer in connection with the sale of the Vessel hereunder, and,
except for such express representations and warranties, Buyer shall take the
Vessel "as is".
3. Representations and Warranties of Buyer. The Buyer represents, warrants
and covenants to Seller and acknowledges that Seller is relying upon such
representations, warranties and covenants in entering into this Agreement and in
completing the transactions contemplated herein that:
a) Corporate Matters. Buyer is a corporation, validly existing and in
good standing under the laws the State of Delaware and has taken all
corporate action necessary for it to execute and deliver this
Agreement and consummate the transactions hereunder. This Agreement
constitutes a legal, valid and binding obligation on the Buyer,
enforceable against it in accordance with its terms subject, as to
the enforcement remedies, to bankruptcy, reorganization, insolvency,
moratorium and other laws relating to or affecting creditors' rights
generally and subject to the availability of equitable remedies;
b) Citizenship. Buyer is a citizen within the meaning of the applicable
maritime laws of the United States of America, including, but not
limited to Section 2 of the Shipping Act, 1916, 46 U.S.C. ss.50501;
and
c) No Broker. Buyer has not employed the services of a broker, agent or
other person in connection with the purchase and sale of the Vessel.
4. Indemnification.
a) Buyer's Indemnification of Seller. Buyer agrees to indemnify and
hold harmless Seller, its affiliates and their respective agents,
successors, assigns and employees, from and against any and all
losses, costs, damages, and expenses arising out of or in any way
connected with: (i) breach by Buyer of any of its representations
and warranties set forth in Section 3 hereof; (ii) claims brought by
third parties for unseaworthiness, regardless of when the
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unseaworthiness arose; and (iii) claims brought by third parties
related to Buyer's operation and possession of the Vessel prior to
the date hereof, including but not limited to claims, whether in rem
or in personam, for or relating to liens (whether maritime or
non-maritime), penalties, fines, costs, attorneys fees, personal
injury, illness, wrongful death, collective bargaining agreements
and benefit plans under which the Vessel's crew operate, loss of or
damage to property, and loss of or damage to the Vessel itself,
regardless of the nature of the claims.
b) Seller's Indemnification of Buyer. Seller agrees to indemnify and
hold harmless Buyer, its affiliates and their respective agents,
successors, assigns and employees, from and against any and all
losses, costs, damages, and expenses arising out of or in any way
connected with breach by Seller of any of its representations and
warranties set forth in Section 2 hereof.
5. Delivery. As Buyer, as bareboat charterer of the Vessel, is in
possession of the Vessel and the Parts and Equipment, Seller shall have no
obligation to physically deliver the Vessel or the Parts and Equipment to Buyer.
6. Deliveries at Closing. At the Closing, the Buyer shall deliver the
following to Seller:
a) A certified copy of a resolution duly adopted by Buyer's Board of
Directors, authorizing or ratifying the purchase of the Vessel, and
the execution, delivery, and performance by the Buyer of this
Agreement;
b) The Purchase Price; and
c) Such other documents and certificates as may be reasonably requested
by Seller in order to effectuate the purposes of the Agreement.
At the Closing, the Seller shall deliver the following to the Buyer:
a) A bill of sale as to the Vessel (Form CG-1340) conveying title free
and clear of any and all liens created by the Seller as owner of the
Vessel (it being acknowledged and agreed that liens accrued in whole
or in part by virtue of actions of Buyer, and unrecorded liens for
wages, supplies, personal injury, illness, wrongful death and other
liens accrued in normal operations, shall remain for the account of
the Buyer);
b) A certified copy of a resolution duly adopted by Seller's Board of
Directors, authorizing or ratifying the sale of the Vessel and the
execution, delivery, and performance by the Seller of this
Agreement; and
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c) Such other documents and certificates as may be reasonably requested
by Buyer in order to effectuate the purposes of this Agreement.
7. Trademarks, Trade Names and Insignia. Nothing in this Agreement shall
give Buyer the right to use Seller's name for any reason.
8. Survival. Seller and Buyer each hereby agree that each provision of
this Agreement shall survive the occurrence of closing.
9. Choice of Law. This Agreement shall be construed according to the
general admiralty and maritime law of the United States, and, insofar as
applicable, the laws of the State of Ohio. The parties agree that the courts of
the State of Ohio shall have jurisdiction to entertain any action or other legal
proceedings based on any provision of this Agreement.
10. Notices. All communications which may be or are required to be given
by either party to the other shall be in writing and (a) delivered personally,
(b) sent by prepaid courier service or (c) sent by telecopier or other similar
means of electronic communication to the parties at their following respective
address:
For the Buyer:
Mark J. Rohn, President
Grand River Navigation Company, Inc.
515 Moore Road, Suite 2
Avon Lake, OH 44012
(440) 930-2099 facsimile
For the Seller:
Max McKee, President
Lake Service Shipping Co.
63 Kercheval, Suite 200
Grosse Pointe Farms, MI 48236
(313) 885-7263
11. Additional Provisions
a) This Agreement contains a complete statement of all agreements
between the parties with respect to its subject matter. It may not
be changed, modified or otherwise supplemented except by an
instrument in writing signed by both parties.
b) This Agreement shall be binding on the parties and their respective
successors and assigns. Neither party may assign this Agreement or
their rights hereunder without the written consent of the other
party, except that Buyer shall have the right to assign this
Agreement and their rights hereunder to any lender providing
financing to Buyer for the purchase of the Vessel.
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c) The failure of either party to enforce at any time or for any period
of time any provision of this Agreement shall not be construed as a
waiver of such provision or of the right of such party thereafter to
enforce such provision.
d) The paragraph headings contained in this Agreement are for reference
purposes only and shall not affect the meaning of this Agreement.
e) If any provision of this Agreement is invalid or unenforceable, such
provision shall be severed and the remainder of this Agreement shall
be unaffected thereby but shall continue to be valid and enforceable
to the fullest extent permitted by law.
f) This Agreement may be executed by the parties in separate
counterparts (by original or facsimile signature) each of which so
executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same Agreement.
g) The parties acknowledge that their cooperation is required to
facilitate the Closing. The parties shall do or cause to be done all
such further acts and things as may be necessary or desirable to
give full effect to this Agreement.
h) Each party shall be responsible for its own fees, expenses and other
costs incurred in connection with this Agreement and the
transactions contemplated hereby.
i) Neither party shall be liable for any delay or failure to perform to
the extent caused by fire, flood, explosion, war, riot, embargo,
labor disputes, compliance with any laws, regulations, orders, acts
or requirements from the government, civil or military authorities,
acts of God or the public enemy, any act of terrorism, or any act or
event of any nature reasonably beyond such party's control.
IN WITNESS WHEREOF, the parties have each set their hand hereto on the
date first written above.
GRAND RIVER NAVIGATION COMPANY, INC.
Name: /s/ Mark J. Rohn
Mark J. Rohn
Title: President
LAKE SERVICE SHIPPING CO.
Name: /s/ Max McKee
Title: President
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