EX-10.8










 









 












	produce all documents required for the opening of the joint account. Interest, if any, to be credited to the 22




	Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the 23




	Buyers, The expenses for the opening of the joint account and the dosing fees to be shared equally
between the Sellers and the Buyers 24
3. Payment (See also Clause 4~ )
25
The said Purchase Price shall be paid in full free of bank charges to Seliers to: HSH NORDBANK AG
HAMBURG, GERMANY, SORT CODE: 21050000, with JP MORGAN CHASE BANK NA NEW YORK, USA,
SWIFT; CHASUS33, ACCOUNT: OOM-331808 in favor of LINCOLN FINANCE CORP., USD ACCOUNT:




	1100175430, IBAN: DE1 521 0500001 1001 75430
26
27
on delivery of the Vessel, but not later than 3 banking days after the Vessel is in every respect 28




	physically ready for delivery in accordance with the terms and conditions of this Agreement and 29




	Notice of Readiness has been given in accordance with Clause 5. 30
4. Inspections 31




	The Buyers have waived their right to-4nspoct the Vessel and nor class records.
a)* The Buyers have inspected and accepted the Vessel’s classification records, The Buyers 32




	hove alec inspected the Vessel at/in and the Vessel’s records 33




	and have accepted the Vessel following this inspection and the sale is outright and definite, 34
subject only to the terms and conditions of this Agreement, 35
b)* The Buyer shall have the right to inspect the Vessel’s classification records and declare 36




	whether same are accepted or not within 37




	The Sellers shall provide for inspection of the Vessel at/in 38




	The-Bayers shall undertake the inspection without undue- delay to-the Vessel. Should-the 39




	Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred. 40
The-Buyere shall inspect the Vessel without opening up and without coot to the Sellers. —  4 1
During the inspection, the Vessor-s-deek-af^-^Rg4ne40§—b6oks-s^a^be-mQdo available for 42




	examination by the Buyers, if the-Vessel is accepted after such inspection, the sale-shall 43




	become outright and definite, subject only to the terms and conditions of this Agreement, 44
provided the Sellers receive written-notice-of-acceptance-from the Buyers within 72 hours 45




	after completion of such inspection. 46
Should notice of acceptance of the Vessel’s classification records and of the Vessel not be. 47
received by the-Sellers as aforesaid, the-deposit together with interest earned shall be 48




	released imrnediately to the Buyers, whereafter this Agreement shall bo null and void. 49
* 4 a} and 4b) are alternatives; delete whichever is not applicable. In the absence of deletions, 50
alternative 4a) to apply. 51
6. Notices, time and place of delivery 52




	a) The Sellers shall keep the Buyers well informed of the Vessel’s itinerary and shall 53




	provide the Buyers with 30, 21, 14 and 7 days approximate definite and 24 hours definite 54




	notice of the estimated time of arrival at the intended place of drydocking/underwater 55




	inspection/delivery. 56
When the Vessel is at the place of delivery and in every respect physically ready for delivery 57




	in accordance with this Agreement, the Sellers shall give the Buyers a written Notice of 58




	Readiness for delivery.
b) The Vessel shall be delivered and taken over cargo free and stowaways free at a safe and 59




	accessible port, anchorage, and/or safe and accessible berth always safely afloat at Sellers’ 60





 









 










 









 












	The Buyers’ Class and the Sellers’ Class shall at all times be the sole arbitrators as to whether
underwater damage, if any, imposes condition/recommendation of class. The decision of class as to
whether underwater damage, if any, imposes a condition and/or recommendation of class shall be
final and binding for both parties. Notice of Readiness not to be tendered prior completion of the
underwater inspection.
If damage affecting class found, that does not necessitate immediate docking. Buyers and Sellers
authorised representatives to meet to try to agree a compensation amount for Buyers taking over the
vessel with such damages, if cannot agree, repair quotes to be obtained from two reputable repair
yards nearest to the delivery port, one yard to be chosen by each party, with compensation amount to
be the average of the two repair quotes.
{iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry- 10’
docking facilities are available at the port of delivery, the Sellers shall take the Vessel 10°
to a port where suitable drydocking facilities are available, whether within or outside 10’
the delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver 1 11
the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the 1 1
purpose of this Clause, become the new port of delivery. In such event the cancelling date 11:




	provided for in Clause 5 b) shall be extended by the additional time required for the 11;
drydocking and extra steaming, but limited to a maximum of 14 running days. 1 1-
c) If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above 11




	(i) the Classification Society may require survey of the tailshaft system, the extent of
the survey being to the satisfaction of the Classification surveyor. If such survey is not 1 1’
required by the Classification Society, the Buyers shall have the right to require the tailshaft 11




	to be drawn and surveyed by the Classification Society, the extent of the survey being in 11:




	accordance with the Classification Society’s rules for tailshaft survey arid consistent with 11’
the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they 121




	require the tailshaft to be drawn and surveyed not later than by the completion of the 12




	122




	inspection by the Classification Society. The drawing and refitting of the tailshaft shall be 123




	arranged by the Sellers. Should any parts of the tailshaft system be condemned or found 124




	defective so as to affect the Vessel’s class, those parts shall be renewed or made good at 125




	the Sellers’ expense to the satisfaction of the Classification Society without 126




	condition/recommendation*. 127
(ii) the expenses relating to the survey of the tailshaft system shall be borne 128




	by the Buyers unless the Classification Society requires such survey to be carried out, in 129




	which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses 1 30
if the Buyers require the survey and parts of the system are condemned or found defective 1 31
or broken so as to affect the Vessel’s class*. 132
(iii) the expenses in connection with putting the Vessel in and taking her out of 133




	drydock, including the drydock dues and the Classification Society’s fees shall be paid by 1 34
the Sellers if the Classification Society issues any condition/recommendation*as a result 1 35
of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers 136




	shall pay the aforesaid expense?, dues and fees. 137
(iv) the Buyers’ representative shall have the right to be present in the drydock, but 1 38
without interfering with the work or decisions of the Classification surveyor. 139
(v) the Buyers shall have the right to have the underwater parts of the Vessel 140




	cleaned and painted at their risk and expense without interfering with the Sellers’ or the 141




	Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If, 142
however, the Buyers’ work in drydock is stilt in progress when the Sellers have 143




	completed the work which the Sellers are required to do, the additional docking time 144




	needed to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event 145




	that the Buyers’ work requires such additional time, the Sellers may upon completion of the 1 46
Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock 147




	and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether 148




	the Vessel is in drydock or not and irrespective of Clause 5 b), 149
* Notes, if any, in the surveyor’s report which are accepted by the Classification Society 1 50
without condition/recommendation are not to be taken into account. 151






 









 












	6 a) and 6 b) are alternatives; delete whichever is not-applicable. In the absence-of deletions, 152




	alternative 6 a) to-apply-. . — -453
7. Spares/bunkers, etc. 154
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board and on 155




	shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare 1 56
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or 157




	unused, whether on board or not shall become the Buyers’ property, but spares on order are to be 158




	excluded. Forwarding charges, if any. shall be for the Buyers’ account The Sellers are not required to 159




	replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which 160




	are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the 161




	property of the Buyers. The radio installation and all navigational and wireless equipment shall be 162




	included in the sale without extra payment are if they the property of the Sellers. Unused stores and 163




	provisions shall be included in the sale and be taken over by the Buyers without extra payment. Loading 164




	instrument including software together with all items required by the Classification or Flag Administration will
remain onboard being included in the sale.
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the 1 65
Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc., 166
exclusively for use in the Sellers’ vessel (s). shall be excluded without compensation. Captain’s, Master’s 167




	Officers’ and Crew’s personal belongings including the Master’s slop chest are to be excluded from the sale, 166
as well as the following additional items (including items on hire): 165
Globe wireless equipment Unitor equipment including gas bottles
The Buyers to pay extra and take over the remaining bunkers if they are the property of the Sellers 1 70
and for unused lubricating oils in vessel’s
designated storage tanks and-or in unbroached/sealed drums, always without having passed 171




	through the system recycled, at Sellers last invoiced net purchased prices excluding cost of barging evidenced
by original 172




	invoices/vouchers for the bunkers and at list price less 40% for the lubs. Two days prior vessel’s delivery
ROB luboil quantities as well as the estimated lubs on delivery will be jointly measured and agreed by the
Sellers and Buyers representatives. Price to be at list less 40%. Payment under this Clause shall be made at
the same time and place and in the same currency as the Purchase Price.
8. Documentation (See Clause 47- ) 175




	The place of closing: Piraeus, Athens, Greece and/ or New York 176




	In exchange for payment-of-the Purchase Price the Sellers-shall furnish the Buyers with delivery — 177
document. namely: — — -178
a} Legal Bill-of-Sale In a form recordable in (the-country in which the Buyers — 179




	to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages 180
and maritime lions or any other debts or claims whatsoever, duly notarially attested-and 181
legalized by-the consul of such -country or other-competent authority. 182
b}- -Current Certificate of Ownership issued by-the-competent authorities of the flag state of 183
the-Vessel. 184
c)- Confirmation of Class issued within 72 hours prior to delivery. • 185
d) Current Certificate issued by the competent authorities stating that the Vessel-is free from 186
registered encumbrances. 187
e} Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of 185
deletion appropriate-to the Vessel’s-registry at the time of delivery ,or,in the event that the 186
registry-does not-as a matter of practice issue such-documentation immediately, a written 100
undertaking-by the Sellers to effect deletion from the Vessel’s registry-forthwith and furnish a 191
Certificate or other official evidence of deletion to the Buyers promptly and latest within 4 — • 192
(four) weeks after the Purchase Price has boon paid and the Vessel has been delivered. — — 193
f) Any such additional-documents as may -reasonably-be -required by-the-competent authorities 194




	for the purpose of registering the-Vessel, provided the-Buyers notify the Sellers of any such 195






 









 












	documents as soon as possible-after-the-date of this Agreement. — - 196




	At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of 1 97
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the 1 98
Buyers. 12S
At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all 200




	Plans/drawings/instructionbooks relative to main engine and auxiliaries/SOPEP/publications as on board,
etc., which are on board the Vessel. Other certificates which are on board the Vessel 201




	shall also
be handed over to the Buyers unless the Sellers are required to retain same, in which case the 202




	Buyers to have the right to take copies. All other technical documentation and plans, etc. ashore which may 20;
be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so 204




	request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take 205




	copies of same. 206
9. Encumbrances 207




	The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,
mortgages and/or maritime liens or any other debts and/or claims whatsoever against the Vessel and/or the 20E
Sellers. The Sellers hereby undertake to indemnify the Buyers against all consequences of claims made 210




	against the Vessel which have been incurred prior to the time of delivery and reference to clause 7. 3 of the
Master Agreement 211




	10. Taxes, etc. 212
Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag 213




	shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’ 214




	register shall be for the Sellers’ account. 21 5
11. Condition on delivery 213




	The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is 217




	delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be 218







 









 













 









 












	16. Arbitration 262




	a}*’ This Agreement shall be governed by arid construed in accordance with English law and 253




	any dispute arising out of this Agreement shall be referred to arbitration in London before
three Arbitrators in accordance with the Arbitration Act 1 996 or any statutory modification or 264




	re-enactment thereof for the time being in force and the terms of the London Maritime Arbitration
Association then in force, one arbitrator being appointed by each party. 265
On the receipt by one party of the nomination in writing of the other party’s arbitrator 267




	that party shall appoint their arbitrator within fourteen days 268




	If that party does not appoint its own arbitrator within the fourteen days specified the party 269




	referring a dispute to arbitration may, without the requirement of any further prior notice to the 266




	other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly, 267
The award of the sole arbitrator shall be binding on both parties as if it had been appointed by 268




	agreement. The two arbitrators properly appointed shall appoint the third arbitrator who shall act 269




	as chairman of the Tribunal. 270
b^ This Agreement shall be governed by- and construed in accordance with Title 9 of the 274
United-States- Code and the Law of the State of New York and should any dispute-arise out-of 272
this Agreement, the matter-in dispute shall be referred to three persons at New York, one-t0 -273
be appointed by each of the parties hereto, and the third by the two so chosen: their — • • • — • — -244
decision or that of any two of them shall-be final, and for purpose of enforcing any award, this 275
Agreement may be made a rule of the Court. 2-76
The proceedings shall be conducted in accordance with the rules of the Society of Maritime 277
Arbitrators, Inc. New York. 278
e^ Any dispute-arising -out of -this Agreement-shall be referred to arbitration at 279
-••  — — subject of the procedures applicable there. 286
The-laws-of shall-govern this Agreement. 244
* 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of 282
deletions, alternative 16 a) to apply. 283




	Additional Clauses from 17 to 18 form an integral part of this Memorandum of
Agreement





 









 












	Appendix to Memorandum of Agreement code-name SALEFORM
1993-dated 11th-October-2007 — M/V “HAMBURG
MAX”




	CLAUSE 17




	The 20 pet deposit shall be made on the Initial Closing Date as defined in Clause 2. 4(b) of the
Master Agreement referred in Clauce 31 hereof. The 20 pet deposit and balance of 80 pet together
with extra payment for luboils and or bunkers, to be paid on day of delivery at Sellers’ nominated
bank provided however that if the Vessel is delivered on the Initial Closing Date, Buyers will not
be required to pay the 20% deposit into the joint account referred to in Clause 2 and they will
make payment of 100% of the purchase price directly to the Sellers. On delivery of the Vessel, in
exchange for payment of the purchase price of the Vessel and extra payment for luboils and/or
bunkers, Sellers will provide the Buyers with against delivery documents reasonably needed by
Buyers to acquire legal ownership and register the vessel under her new flag. Such documents to be
mutually agreed and listed in an Addendum to the Memorandum of Agreement, but shall include,
without limitation, the closing deliveries as required by Clause 2. 2 and 2. 4 of the Master
Agreement as well as each party’s respective officer certificate dated the Initial Closing Date
setting forth names and signatures of signatories to MOA and other related documents as well
certifying and attaching charter documents of such party in effect as of the date of the Initial
Closing Date and duly executed shareholder and director resolutions approving the entry into the
Master Agreement referred to in Clause 31 hereof, this MOA, other related documents and the
transactions contemplated hereby and thereby. Signing of the Addendum shall not delay signing of
MoA and lodging of the deposit.




	CLAUSE 18




	Sellers to confirm in writing on delivery that to the best of their knowledge the vessel:




	is not blacklisted by any Arab countries / nations or any other countries or
organizations; has not touched bottom since her last dry docking,




	CLAUSE 19




	All negotiation and eventual sale to be kept strictly private and confidential between all parties
involved except where required by Statutory or U. S. Stock listed requirements. However should
despite the efforts of all parties involved details of the sale become known or reported in the
market neither the Sellers not the Buyers have the right to withdraw from the sale or fail to
fulfill all their obligations under this Agreement.




	This Memorandum of Agreement is drawn up in two originals with even tenor and date, One original
shall be retained by the Sellers and one original shall be retained by the Buyers.




	CLAUSE 20




	Vessel to be delivered free of cargo, cargo residues and free of any dunnage, with holds swept,
clean and dry on completion of last voyage, prior delivery.






 












 









	CLAUSE 21
Sellers warrant that on the date hereof and on the date of Vessel’s delivery, the Vessel shell be
entitled to trade worldwide within Institute Warranty Limits without restriction or limitation.




	Sellers also to confirm on delivery that vessel has not traded during the last two (2) years in
CIS Pacific Countries, but if traded, then, a valid Phytosanitary Certificate to be presented.




	CLAUSE 22
Canceling date to be sixty (60) days after Initial Closing Date




	CLAUSE 23




	Seller has good and marketable title to. is the exclusive legal and equitable owner of, and has
the unrestricted power and right to sell, assign and deliver the Vessel.




	CLAUSE 24




	Each party hereto is an entity duly incorporated, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, with the requisite power and authority to enter
into this MOA and the transactions contemplated hereby. Each party hereto is duly qualified to
conduct business and is in good standing as a foreign corporation or other legal entity in each
jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the
case may be, could not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect (as defined in the Master Agreement).




	CLAUSE 25




	Each party hereto has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this MOA and otherwise to carry out its obligations here under.
The execution and delivery of this MOA and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary corporate action, other corporate or other action
or proceeding on the part of either party hereto is necessary to authorize this MOA or the
consummation of the transactions contemplated hereby. This MOA has been duly executed by each party
hereto and, when delivered, will constitute the valid and binding obligation of each such party,
enforceable against each such party in accordance with its terms, except (i) as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other
laws of general application affecting enforcement of creditors’ rights generally, or (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other
equitable remedies.




	CLAUSE 26




	The execution, delivery and performance of this MOA by each party hereto and the consummation by
such party of the transactions contemplated hereby do not and will not (i) conflict with or violate
any provision of its respective charter documents, (ii) conflict with, or constitute a default (or
an event that with notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse
of time or both) of, any contract to which such party is a party thereto or by which any property
or asset of such party is bound or affected, (iii) result in a violation of any law, rule, statute
or regulation to which such party is subject or (iv) result in any violation of any order,
judgment, injunction, decree or other restriction of any governmental authority to which such party
is subject, or by which any property or asset of such party is bound or affected; except in the
case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have
or reasonably be expected to result in a Material Adverse Effect (as defined in the Master
Agreement).




	CLAUSE 27





 









 









	Neither party is required to obtain any consent, waiver, authorization or order of,
give any notice to, or make any filing or registration with, any governmental authority or
other person or entity in connection with the execution, delivery and performance by such
party of this MOA, other than those that have been made or obtained by such party prior to
the date of this MOA.




	CLAUSE 2S
This Agreement is one of the “MOA“s referred to and defined in (1) the Master Agreement
dated the date hereof and executed and delivered concurrently herewith by the Sellers, the
Buyers, and others, If there is any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of said Master Agreement with respect to the sale
and purchase of the Vessel, then the terms and conditions of this Agreement shall prevail.
Notwithstanding the above, the obligations of each party under this MOA are subject to:
(i) Seanergy obtaining the initial Closing / Shareholder Approval, as defined in the
Master Agreement. and
(ii) The satisfaction or waiver of each of the applicable conditions set
forth in Article VIll of the Master Agreement. “




	In case Seanergy fails to obtain the Shareholder Approval the Initial Closing as defined in
the Master
Agreement does not take place as provided in the Master Agreement, this Memorandum of
Agreement
shall be automatically terminated, cancelled and of no further force and effect without
responsibility of any of the parties.




	/For the Sellers (1) For the Buyers(2)




	/s/ /s/
——  —
Name            Name
Title            Title