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IssuedAmendedAmendedAmendedAmendedDec. 16, 1965
Jul. 13, 1971
Mar. 16, 1977
Sep. 9, 1993
Nov. 2, 1999

The Documentary Committee of The Japan Shipping Exchange, Inc.

MEMORANDUM OF AGREEMENT

Place and Date of Agreement
Code Name: NIPPONSALE 1999
1. Sellers (Preamble)

2. Buyers (Preamble)

3. Vessel’s name (Preamble)

4. Flag/Registry (Preamble, Cl. 3 (a) (ii))

5. Class (Preamble, Cl. 6 (b))

6. Built (year and builder’s name) (Preamble)

7. Gross register tonnage (Preamble)

8. Summer deadweight tonnage (Preamble)

9. Place/Date of superficial inspection (Preamble, Cl. 5 (a), Cl. 10)

10. Place/Date of class records examination (Preamble)(Part I)SAMPLE
11. Purchase Price (Cl. 1)

12. Place of closing (Cl. 3 (c))

13. Delivery range (Cl. 4 (a), Cl. 6 (e)(i), (f))

Copyright, published and sold by The Japan Shipping Exchange, Inc.

14. Delivery period (Cl. 4 (a)) and Cancelling Date (Cl. 4 (a), (d), (e))

15. Places (Cl. 2 (a), Cl. 4 (c))

16. Liquidated damages, per day (Cl. 7 (c))

〔The additional clauses, if any, numbered from 16 to〔
shall be deemed to be fully incorporated into this Agreement.

It is mutually agreed that this Agreement shall be performed in accordance with the terms and conditions contained herein.
Signature (Sellers)Signature (Buyers)

By:

By:

Title:

Title:〕

Page 2NIPPONSALE 1999
IT IS THIS DAY MUTUALLY AGREED between the Sellers
referred to in Box 1 (“the Sellers”) and the Buyers referred to inBox 2 (“the Buyers”) that the Sellers shall sell and the Buyers shallbuy the Vessel named in Box 3 with particulars as referred to inBoxes 4 - 8 (“the Vessel”), which has been accepted by the Buyers
following their superficial inspection of the Vessel and examinationof her class records as referred to in Boxes 9 and 10 respectively on
the following terms and conditions.

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1. PURCHASE PRICE
The purchase price of the Vessel (“the Purchase Price”) shall be 10
11
as stated in Box 11.
2. PAYMENT(a) As security for the fulfilment of this Agreement, the Buyers
shall remit a deposit of ten (10) per cent of the Purchase Price(“the Deposit”) to a bank nominated by the Sellers within
three (3) banking days (being days on which banks are open
for the transaction of business in the place stated in Box 15(“Banking Days”)), from the date of this Agreement, in thenames of both the Sellers and the Buyers. Any interest earnedon the Deposit shall be credited to the Buyers. Bank charges
on the Deposit shall be borne equally by the Sellers and theBuyers. The Deposit shall be paid to the Sellers as a part of
the Purchase Price in the same manner as the balance of theninety (90) per cent of the Purchase Price as provided forhereunder.
(b) The Buyers shall remit the balance of the Purchase Price bytelegraphic transfer to the said bank immediately after theNotice of Readiness for Delivery is tendered by the Sellers
as per clause 7 of this Agreement. The balance shall be paid
to the Sellers together with the Deposit against the Protocolof Delivery and Acceptance being duly signed by arepresentative of each party at the time of delivery of theVessel.

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3. DOCUMENTATION(a) At the time of delivery of the Vessel, the Sellers shall provide
the Buyers with the following documents:(i) the Bill of Sale, duly notarized by a Notary Public,
specifying that the Vessel is free from all debts,
encumbrances, mortgages and maritime liens; and(ii) a letter from the Sellers undertaking to supply a Deletion
Certificate from the Registry stated in Box 4 as soon aspracticable after the Vessel’s delivery; and(iii) such other documents as may be mutually agreed.
(b) Upon delivery the Buyers and the Sellers shall execute andexchange a Protocol of Delivery and Acceptance, thereby
confirming the date and time of delivery of the Vessel.
(c) Closing shall take place at the place stated in Box 12.

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4. DELIVERY PLACE AND TIME(a) The Sellers shall ensure that the Vessel is ready for delivery
within the Delivery Range stated in Box 13 not before andnot later than the dates stated in Box 14, the latter date being
the Cancelling Date.
(b) The Sellers shall keep the Buyers informed of the Vessel’s
itinerary and give the Buyers thirty (30), fifteen (15), seven(7) and three (3) days notice of the expected date and placeof readiness for delivery.
(c) In the event that the Vessel is not ready for delivery on or
before the Cancelling Date, the Buyers shall have the optionof cancelling this Agreement, provided such option shall be
exercised in writing within two (2) Working Days (whichshall be the days not falling on Saturdays, Sundays, or Public
holidays in the place stated in Box 15) from the Cancelling
Date. However, if the failure to deliver the Vessel is causedby any event over which the Sellers have no control, thenthe Cancelling Date shall be extended by the correspondingtime lost due to such event but in no case shall such extension
be for a period of more than thirty (30) days.
(d) In the event the Buyers do not elect to exercise the option to48
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(Part II)cancel this Agreement in accordance with sub-clause (c) above, 69
they shall have the right to designate a new date for delivery 70of the Vessel, provided such right is exercised in writing 71
within two (2) Working Days from the Cancelling Date, and 72
such designated date shall be the new Cancelling Date as if 73
stated in Box 14. However if no new Cancelling Date is 74
designated by the Buyers in accordance with this sub-clause 75
there shall be no further Cancelling Date and the Sellers shall 76
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deliver the Vessel as soon as practicable.
(e) Notwithstanding the exercise of due diligence by them, if 78
the Sellers anticipate that the Vessel will not be ready for 79
delivery by the Cancelling Date, (whether it be the first agreed 80
Cancelling Date or any subsequent Cancelling Date as 81
provided for in sub-clause (d) above), then the Sellers may 82
notify the Buyers in writing stating the date when they 83
anticipate that the Vessel will be ready for delivery and 84
proposing that that date shall be the new Cancelling Date. 85
Upon receipt of such notification the Buyers shall have the 86
option to cancel this Agreement, provided such option is 87
exercised in writing within two (2) Working Days from the 88
receipt of the aforesaid notification from the Sellers. If the 89
Buyers do not exercise the option to cancel this Agreement, 90
the date proposed by the Sellers shall be the new Cancelling 91
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Date as if stated in Box 14.

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5. DELIVERY CONDITION(a) The Sellers shall deliver the Vessel to the Buyers in 94
substantially the same condition as when the Vessel was 95
inspected by the Buyers at the place stated in Box 9, fair 96
wear and tear excepted, but free from outstanding 97
recommendations and average damage affecting her present 98
class and with all her class, national and international trading 99
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certificates clean and valid at the time of delivery.
(b) Upon the Vessel being delivered to and accepted by the 101
Buyers in accordance with this Agreement the Sellers shall 102
have no liability whatsoever for any fault or deficiency in 103
their description of the Vessel or for any defects in the Vessel 104
regardless of whether such defect was apparent or latent at 105
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the time of delivery.

SAMPLE107
6. UNDERWATER INSPECTION(a) The Sellers may deliver the Vessel without drydocking, 108
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subject to the following provisions.
(b) Prior to delivery of the Vessel the Buyers shall have the right 110
to have divers approved by a classification society referred 111
to in Box 5 (“the Classification Society”), carry out an 112
inspection of the Vessel’s underwater parts below the summer 113
load line in the presence of a surveyor of the Classification 114
Society arranged by the Sellers. Such inspection, if any, is to 115
be at the Buyers’ arrangement, risk and expense and is not 116
to interfere with the Vessel’s operation and delivery schedule. 117(c) The Buyers shall give a written notice of their intention to 118
have an underwater inspection carried out within two (2) 119
days from the receipt of the seven (7) days notice stipulated 120
in sub-clause (b) of Clause 4. If the Buyers fail to give such 121
a written notice within two (2) days, they shall lose their 122
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right to have an underwater inspection.
(d) Upon receipt of the Buyers’ notice the Sellers shall arrange 124
with the Classification Society to carry out an underwater 125
inspection. The cost of the underwater inspection shall be 126
borne by the Buyers unless damage affecting the class is 127
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found, in which case the Sellers shall bear the cost.
(e) Should any damage affecting the class be found by such 129
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divers’ inspection the following shall apply:(i) where the damage is of such nature that repairs are not 131
required prior to the next scheduled drydocking by the 132
Classification Society, then the Sellers and the Buyers 133
shall each select a reputable shipyard in the Delivery 134
Range stated in Box 13 or near thereto and obtain from 135
such shipyard a quotation for the cost of repairs of the 136
damage. Each quotation is to be for the direct repair costs 137
of the damage only and is not to include the cost of 138

Page 3NIPPONSALE 1999
dockage and general service expenses. The Sellers shall 139
then have the option to either repair the damage prior to 140
delivery of the Vessel or deliver the Vessel without the 141
damage being repaired with a reduction from the Purchase 142
Price of the estimated cost of repairs. The estimated cost 143
of repairs shall be defined as the average of the two 144
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quotations obtained from the two shipyards;(ii) where the damage is of such nature that repairs are 146
required prior to the next scheduled drydocking by the 147
Classification Society, then the Sellers shall repair the 148
damage at their cost and expense and to the Classification 149
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Society’s satisfaction.
(f) In the event that the Vessel is drydocked to effect repairs of 151
damage in accordance with sub-clause (e) hereof, the Sellers 152
shall have the right to designate the drydock place as the 153
new delivery place if such drydock place is within the 154
Delivery Range stated in Box 13. In such event the Buyers 155
shall have the right to clean and paint the underwater parts 156
of the Vessel at their risk and expense and without interfering 157
with the work of the Sellers and a surveyor of the 158
Classification Society and without affecting the Vessel’s 159
delivery schedule. However if the Buyers’ work in drydock 160
is still in progress when the Sellers have completed their 161
work, then the additional docking period necessary for 162
completing such work shall be at the Buyers’ risk and 163
expense, in which event the Sellers shall have the right to 164
tender a Notice of Readiness for Delivery on or after 165
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completion of their work.
(g) If repairs are required in accordance with sub-clause (e) 167
hereof, then the Cancelling Date shall be extended by the 168
corresponding time lost to effect such repairs provided that 169
such extension shall not in any event exceed thirty (30) days. 170(Part II)on board or on shore, used or unused, except such things as are 207
in the normal course of operations used during the period 208
between the superficial inspection and delivery. The Sellers shall 209
provide the Buyers with an inventory list at the time of delivery. 210
Forwarding charges, if any, shall be for the Buyers’ account. 211
The Buyers shall take over and pay the Sellers for the remaining 212
bunkers and unused lubricating oils at the last purchased prices 213
evidenced by supporting vouchers. Payment under this clause 214
shall be made on or prior to delivery of the Vessel in the same 215
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currency as the Purchase Price.

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11. EXCLUSION FROM THE SALEThe Sellers have the right to take ashore all crockery, cutlery, 218
linen and other articles bearing the Sellers’ flag or name, 219
provided the Sellers substitute the same for an equivalent number 220
and type of similar unmarked items. Books, cassettes and forms 221
etc., exclusively for use by the Sellers on the Vessel, shall be 222
taken ashore before delivery. Personal effects of the Master, 223
Officers and Crew including slop chest and hired equipment, if 224
any, are excluded from this sale and shall be removed by the 225
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Sellers prior to delivery of the Vessel.
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12. CHANGE OF NAME ETC.
The Buyers undertake to change the name of the Vessel and 228
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alter the funnel markings upon delivery of the Vessel.
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13. ENCUMBRANCES ETC.
The Sellers shall deliver to the Buyers the Vessel free from all 231
debts, encumbrances, mortgages and maritime liens. The Sellers 232
hereby undertake to indemnify the Buyers against all claims of 233
whatever nature made against the Vessel in respect of liabilities 234
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incurred prior to the time of delivery.

SAMPLE

7. NOTICE OF READINESS AND LIQUIDATED DAMAGES 171(a) When the Vessel becomes ready for delivery, the Sellers shall 172
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tender to the Buyers a Notice of Readiness for Delivery.
(b) The Buyers shall take over the Vessel within three (3) Banking 174
Days from the day of receipt of such Notice of Readiness for 175
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Delivery.
(c) In the event the Buyers do not take delivery of the Vessel 177
within the period specified above, the Buyers shall pay to 178the Sellers for each day of the delay up to the tenth (10th) day 179
of the delay the liquidated damages as stated in Box 16. If 180
the delay exceeds ten (10) days then the Sellers shall have 181
the right to cancel this Agreement and claim damages for 182
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their losses flowing therefrom.
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8. TOTAL LOSS AND FORCE MAJEURE
Should, before delivery, the Vessel become an actual, 185constructive or compromised total loss (not being a result of an 186
act or omission of the Sellers committed with the intent to cause 187
such total loss or recklessly and with knowledge that such total 188
loss would probably result therefrom), or should the Vessel not 189
be able to be delivered before the Cancelling Date through the 190
outbreak of war, the restraint of Governments, Princes or People, 191
political reasons or any other cause over which the Sellers have 192
no control, then this Agreement shall be null and void and neither 193
party shall be liable to the other. In such event the Deposit 194
together with interest accrued thereon, if any, shall be 195
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immediately released in full to the Buyers.
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9. TRANSFER OF TITLE AND RISK
Title and risk to the Vessel, together with everything belonging 198
to her, shall pass to the Buyers upon both payment of the 199
Purchase Price and delivery of the Vessel having occurred. 200
Delivery of the Vessel shall be deemed to take place at the date 201
and time specified in the Protocol of Delivery and Acceptance. 202
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10. BELONGINGS AND BUNKERS
The Sellers shall deliver to the Buyers the Vessel with everything 204
belonging to her at the time of the superficial inspection referred 205
to in the Box 9 including all spare parts, stores and equipment, 206

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14. DEFAULT AND COMPENSATION(a) Should the Buyers default in the payment of the Deposit or 237
the balance of the Purchase Price in the manner and within 238
the time herein specified, or the Buyers otherwise fail to 239
perform their obligations under this Agreement and such 240
failure is not remedied within seven (7) days following receipt 241
of a notice of default from the Sellers to the Buyers, then the 242
Sellers shall have the right to cancel this Agreement. In such 243
event the Deposit if already paid, together with interest 244
accrued thereon, if any, shall be forfeited to the Sellers. If 245
the Deposit has not yet been paid the Sellers shall have the 246
right to receive the amount equivalent to the Deposit from 247
the Buyers. If the Deposit or the amount equivalent to the 248
Deposit does not cover the Sellers’ losses, the Sellers shall 249
have the right to claim further compensation from the Buyers 250
251
to recover such losses.
(b) Should the Sellers default in the delivery of the Vessel with 252
everything belonging to her in the manner and within the 253time herein specified, or the Sellers otherwise fail to perform 254
their obligations under this Agreement and such failure is 255
not remedied within seven (7) days following receipt of a 256
notice of default from the Buyers to the Sellers, then the 257
Buyers shall have the right to cancel this Agreement. In such 258
event the Buyers shall have the right to be paid the amount 259
equivalent to the Deposit by the Sellers and the Deposit, if 260
already paid, together with interest accrued thereon, if any, 261
shall be released to the Buyers. If the amount equivalent to 262
the Deposit does not cover the Buyers’ losses the Buyers 263
shall have the right to claim further compensation from the 264
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Sellers to recover such losses.
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15. ARBITRATION
Any and all disputes arising out of or in connection with this 267
Agreement shall be submitted to arbitration held in Tokyo at 268
the Tokyo Maritime Arbitration Commission (“TOMAC”) of 269
The Japan Shipping Exchange, Inc. in accordance with the Rules 270
of TOMAC and any amendments thereto, and the award given 271
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by the arbitrators shall be final and binding on both parties.