Exhibit 10.1.1


 


	
  MEMORANDUM OF AGREEMENT

  	
  Norwegian Shipbrokers' Association's Memorandum
  of Agreement for sale and purchase of

  Ships.  Adopted by the Baltic and International
  Maritime Council (BIMCO) in 1956

  
	
   

  	
  Code-name

  
	
  Dated: 15th November 2004

  	
  SALEFORM 1993

  
	
   

  	
  Revised 1966, 1983 and 1986/87.

  



 


Springwood Shipping Company Limited of Malta


hereinafter called the Sellers, have agreed
to sell, and


 


Royerton Shipping Company Limited of Malta


hereinafter called the Buyers, have agreed to
buy


 


Name: Meridian Polaris


 


Classification Society/Class: NK (NS* MNS*)


 


Built: 1993            By: China Ship Building, Taiwan


 


Flag: Malaysia     Place of Registration:  Labuan


 


Call Sign: 9WCZ4                Grt/Nrt: 77372 / 47534


 


Register IMO Number: 9035412


 


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 in
Clause 1 and in the place of closing stipulated in Clause 8.


 


“In writing” or “written” means a letter
handed over from the Sellers to the Buyers or vice versa, a registered letter,
telex, telefax or other modern form of written communication.


 


“Classification Society” or “Class” means the
Society referred to in line 4.


 


1.       Purchase
Price  US$ 37,375,000 (United
States Dollars Thirty Seven Million Three Hundred and Seventy Five Thousand)


 


2.       Deposit


 


As security for the correct fulfilment of
this Agreement the Buyers shall pay a deposit of 10% (ten per cent) of the
Purchase Price within 3 (Three)                                        
banking days from the date of this Agreement being
signed by both parties by fax and all subjects have been lifted.  This deposit shall be placed with DnB NOR Bank ASA, 8 Shenton Way 48-02 Temasek Tower
Singapore and held by them in a joint account for the Sellers
and the Buyers, to be released in accordance with joint written instructions of
the Sellers and the Buyers.  Interest, if
any, to be credited to the Buyers.  Any
fee charged for holding the said deposit shall be borne equally by the Sellers
and the Buyers.


 


3.       Payment


 


The said Purchase Price shall be paid in full
free of bank charges to

DnB NOR Bank ASA, 8 Shenton Way 48-02 Temasek Tower
Singapore 068811

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 have also inspected the Vessel
at/in Brazil                                           on 28th Octber 2004 and have accepted the
Vessel following this inspection and the sale is outright and definite, subject
only to the terms and conditions of this Agreement.


 










*                                         4
a) and 4b) are alternatives; delete whichever is not applicable.  In the absence of deletions, alternative 4a)
to apply.


 


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 21,14,  10.7 and 5      days
notice of the estimated time of arrival at the intended place of delivery.  When the Vessel is at the place of delivery
and in every respect physically 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 charterfree,
safely afloat at a safe and accessible berth or anchorage in range to be declared 2 months prior to delivery
in the Sellers’ option.


 


Expected time of delivery: 1st
February-29th April 2005


 


Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 29th April 2005 in Buyers option  


 


c)                                      If
the Sellers anticipate that, notwithstanding the exercise of due diligence by
them, the Vessel will not be ready for delivery by the cancelling date they may
notify the Buyers in writing stating the date when they anticipate that the
Vessel will be ready for delivery and propose a new cancelling date.  Upon receipt of such notification the Buyers
shall have the option of either cancelling this Agreement in accordance with
Clause 14 within 7 running days of receipt of the notice or of accepting the
new date as the new cancelling date.  If
the Buyers have not declared their option within 48
hours, Saturdays, Sundays and Holidays excluded of receipt of
the Sellers’ notification or if the Buyers accept the new date, the date
proposed in the Sellers’ notification shall be deemed to be the new cancelling
date and shall be substituted for the cancelling date stipulated in line 61.


 


If the
Agreement is maintained with the new cancelling date all other terms and
conditions hereof including those contained in Clauses 5 a) and 5 c) shall
remain unaltered and in full force and effect. 
Cancellation or failure to cancel shall be entirely without prejudice to
any claim for damages the Buyers may have under Clause 14 for the Vessel not
being ready by the original cancelling date. 
In the event of cancellation, then the
deposit along with accrued interest shall be returned to the Buyers


 





















 


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.


 


6.                                      Drydocking/Divers
Inspection


 


b)**                       (i)  The Vessel is to be delivered without
drydocking.  However, the Buyers shall
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.


 


However, not withstanding what has been
mentioned above, if any damage is found to the rudder, propeller, bottom or
other underwater parts below the deepest load line which in the opinion of
class would impose a class condition, but does not affect vessel’s ability to trade
until next scheduled drydocking, Buyers and Sellers shall agree to an amount of
compensation to be deducted from the purchase price and Buyers shall accept
delivery of the vessel including the condition(s) raised by the divers
inspection.


 


If Sellers and Buyers cannot agree a
compensation figure within 1 working day, then the figure to apply is to be the
average quotes of estimated costs of repairs obtained from 2 first class yards
in the delivery range, 1 appointed by Sellers and 1 appointed by Buyers.  Compensation is to be the direct actual costs
of repairs excluding drydock time, services and off-hire.


 


If any damage is found to the underwater
parts which in the opinion of class would impose a class condition and can not
be postponed until the next drydocking, then drydocking arrangements as per
clause 6 (b) (ii) above and (b) (iii) below shall apply with Buyers right to
attend same as observers only without interference to Sellers work.


 


Fee’s for Class Attendance during divers
inspection to be for Buyers account


 


(ii)  If the rudder, propeller, bottom or other
underwater parts below the deepest load line are found broken, damaged or
defective so as to affect the Vessel’s class, then unless repairs can be
carried out afloat to the satisfaction of the Classification Society, the
Sellers shall arrange for the Vessel to be drydocked at their expense for
inspection by the Classification Society of the Vessel’s underwater parts below
the deepest load line, the extent of the inspection being in accordance with
the Classification Society’s rules.  If
the rudder, propeller, bottom or other underwater parts below the deepest load
line are found broken, damaged or defective so as to affect the Vessel’s class,
such defects shall be made good by the Sellers at their expense to the
satisfaction of the Classification Society without
condition/recommendation*.  In such event
the Sellers are to pay also for the cost of the underwater inspection and the
Classification Society’s attendance.


 


(iii)  If the Vessel is to be drydocked pursuant to
Clause 6 b)  (ii) and no suitable
drydocking facilities are available at the port of delivery, the Sellers shall
take the Vessel to a port where suitable drydocking facilities are available, whether
within or outside the delivery range as per Clause 5 b).  Once drydocking has taken place the Sellers
shall deliver


 





















 


the Vessel at
a port within the delivery range as per Clause 5 b) which shall, for the
purpose of this Clause, become the new port of delivery.  In such event the cancelling date provided
for in Clause 5 b) shall be extended by the additional time required for the
drydocking and extra steaming, but limited to a maximum of 14 running days.


 


7.             Spares/bunkers,
etc.


 


The Sellers shall deliver the
Vessel to the Buyers with everything belonging to her on board and on shore and on order.  All spare parts and spare equipment belonging
to the Vessel at the time of inspection used or unused, whether on board or not
shall become the Buyer’s property. 
Forwarding charges, if any, shall be for the Buyer’s account.  The Sellers are not required to replace spare
parts 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 including gmdss/wireless equipment,
computers, printers shall be included in the sale without extra
payment.  Unused stores and provisions
shall be included in the sale and be taken over by the Buyers without extra
payment.  There
is no spare tail end shaft or propeller


 





















 


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): Unitor gas bottles,


Videotel Safety Movies


Globe Wireless email modem and software.


 


The Buyers shall take over the
remaining bunkers and unbroached and
unused main engine and  generator lubricating oils which have not passed through vessel’s system
and pay at sellers last purchased prices less any
discounts as evidenced by copies of the relevant vouchers and discount
agreement.


 


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: Singapore


 


In exchange for payment of the
Purchase Price: Sellers and Buyers will provide to each
other the documents enlisted an Addendum No 1 to the MoA.


 


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.


 


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 documentation 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.


 





















 


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 or
claims 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 present
class fully maintained without
condition/recommendation*,


free of average damage
affecting the Vessel’s class, and with her classification certificates and
national/international  trading certificates according to the vessel’s present flag,
as well as all other certificates the Vessel had at the time of inspection, clean valid and unextended without
condition/recommendation* by Class or the relevant authorities for minimum 3 months from the date of
delivery.


 


“Inspection” in this Clause 11,
shall mean the Buyers’ inspection according to Clause 4 a) or 4 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.


 


The Sellers to maintain vessel
to their present standards till the time of delivery


 


*                                         Notes,
if any, in the surveyor’s report which are accepted by the Classification
Society without condition/recommendation are not to be taken into account.


 


12.                               Name/markings


 


Upon delivery the Buyers
undertake to change the name of the Vessel and alter funnel markings.


 


13.                               Buyer’s
default


 


Should the deposit not be paid
in accordance with Clause 2, the Sellers have the right to cancel this
Agreement, and they shall be entitled to claim compensation for their losses
and for all expenses incurred together with interest.


 


Should the Purchase Price not
be paid in accordance with Clause 3, the Sellers have the right to cancel the
Agreement, in which case 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


 


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 the
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 Vessel at their sole risk and expense not
earlier than 2 months prior to delivery


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


 


a)*                               This Agreement shall be
governed by and construed in accordance with English law and any dispute
arising out of this Agreement shall be referred to arbitration in London in
accordance with the Arbitration Acts 1950 and 1979 or any statutory
modification or re-enactment thereof for the time being in force, one
arbitrator being appointed by each party. 
On the receipt by one party of the nomination in writing of the other
party’s arbitrator, that party shall appoint their arbitrator within fourteen
days, failing which the decision of the single arbitrator appointed shall
apply.  If two arbitrators properly
appointed shall not agree they shall appoint an umpire whose decision shall be
final.


 


c)*                               Any dispute arising out
of this Agreement shall be referred to arbitration at LMAA, subject
to the procedures applicable there.  The
laws of England  shall
govern this Agreement.


 










*              16 a), 16 b) and 16 c) are alternatives; delete whichever is not
applicable.  In the absence of deletions,
alternative 16 a) to apply.


 


Clause 17-20 of the attached appendix to form an integral part of this
MoA.


 


 


	
  For and on behalf of Sellers

  	
  For and on behalf of Buyers

  
	
   

  	
   

  
	
  /s/ G. Kaklamanos

  	
   

  	
  /s/ C. J. Thomas

  	
   

  
	
  SPRINGWOOD SHIPPING COMPANY

  	
  ROYERTON SHIPPING COMPANY

  
	
  LIMITED of Malta

  	
  LIMITED of Malta

  
	
  By: Mr. G. Kaklamanos

  	
  By: Mr. C. J. Thomas

  
	
  Title: Attorney-in-fact

  	
  Title: Attorney-in-fact

  
				



 





















 


This document is a computer generated copy of “SALEFORM 1993”, printed
by authority of the Norwegian Shipbrokers’ Association, using software which is
the copyright of Strategic Software Ltd. 
Any insertion or deletion to the form must be clearly visible.  In the event of any modification made to the
preprinted text of this document, the original document shall apply.  The Norwegian Shipbrokers’ Association and
Strategic Software Ltd. assume no responsibility for any loss or damage caused
as a result of discrepancies between the original approved document and this
document.


 





















 


APPENDIX No. 1


to the Memorandum of Agreement


dated 15th November 2004 (hereinafter called
the “M.O.A.”)


relative to the sale of M/V “Meridian Polaris”
(the vessel)


BETWEEN


Springwood Shipping Company Limited of Malta
(hereinafter called the “Sellers”)


AND


Royerton Shipping Company Limited of Malta
(hereinafter called the “Buyers”)


 


 


Clause 17


 


Sellers to hand to Buyers representatives at the time of delivery all
available manuals as on board relative to main engine/auxiliaries in addition
to all other existing manuals/instruction books/plans, main engine, generators
previous overhaul reports.


 


Sellers Master and Chief Engineer to demonstrate vessel’s operation to
their opposite numbers at the time of delivery.


 


Clause 18


 


Sellers to guarantee that to the best of their knowledge the vessel is
not blacklisted.


 


Clause 19


 


This sale to be kept strictly private and confidential.


 


Clause 20


 


Messrs. SPRINGWOOD SHIPPING COMPANY LIMITED simultaneously with the
delivery of the vessel from the Sellers will proceed with a back to back sale
to ROYERTON SHIPPING COMPANY LIMITED without registering the vessel under
Maltese flag in the ownership of “SPRINGWOOD”.


 


	
  For and on behalf of Sellers

  	
  For and on behalf of Buyers

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ G. Kaklamanos

  	
   

  	
  /s/ C. J. Thomas

  	
   

  
	
  SPRINGWOOD SHIPPING COMPANY

  	
  ROYERTON SHIPPING COMPANY

  
	
  LIMITED of Malta

  	
  LIMITED of Malta

  
	
  By: Mr. G. Kaklamanos

  	
  By: Mr. C. J. Thomas

  
	
  Title: Attorney-in-fact

  	
  Title: Attorney-in-fact