d1266368_ex4-6.htm


 


Exhibit 4.6


 


 



	
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


SALEFORM 1993


Revised 1966, 1983 and 1986/87.













	
Dated: 30th January 2012


 

	  
	
Waldeck Maritime Co. Marshal Marshall Islands,


hereinafter called the Sellers, have agreed to sell, and


 

	
1


	
Man Ship Pte Ltd, Singapore or nominee to be nominated by an Addendum to this Agreement, 


hereinafter called the Buyers, have agreed to buy the,


 

	
2


	
Name: M/V African Zebra

	
3


	
Classification Society/Class:

	
Bureau Veritas

	
4


	
Built: 1985

	
By: China Shipbuilding Corp., Keelung Shipyard

	
5


	
Flag: Bahamas

	
Place of Registration: Nassau

	
6


	
Call sign: C6UE7

	
Grt/Nrt: 23,207/12,963

	
7


	
Register: IMO Number: 8315920

	  	
8


	 	 
	
hereinafter called the Vessel, on the following terms and conditions:

	
9


	 	 
	
Definitions

	
10


	 	 
	
"Banking days" are days on which banks are open both in the country of the currency

	
11


	
Stipulated for the Purchase Price in Clause I, Greece and in the place of closing stipulated in Clause 8.

	
12


	 	 
	
"In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa,

	
13


	
a registered letter, telex, telefax or other modern form of written communication


 

	
14


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


 

	
15













	
1.

	
Purchase Price:

	
USD 4,100,000 (United States Dollars Four Million One Hundred 


Thousand only) in cash

	
16


	 	 	 	 
	
2.

	
Deposit

	
17













	
As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 1020%

	
18


	
(ten twenty per cent) of the Purchase Price within three (3) banking days from the date of this

	
19


	
Agreement being signed by fax or by email and exchanged by both parties and lifting of Sellers'


Subject as per Clause 20 of this Agreement.  This deposit shall be placed with DnB NOR Bank ASA,


Singapore Branch, 8 Shenton Way, #48-02, Singapore 068811, Attention:  Chelsla Tan

	
20


	 	 
	
and held by them into an interest bearing joint account for the Sellers and the Buyers, to be released in accordance

	
21


	
with joint written instructions of the Sellers and the Buyers.  Interest, if any, to be credited to the

	
22


	
Buyers. Any fee charged for opening, operating and closing holding the said deposit account shall be borne equally by the Seller and rhe

	
23


	
Buyers.

	
24













	
3.

	
Payment

	
25













	
The said Purchase Price shallThe Buyers shall pay release the Deposit plus pay the balance of eighty

	
26


	
(80) per cent of the Purchase Price together with any other extra money for bunkers and lubricants and whatsoever be paid in full free of bank charges to DnB NOR Bank ASA, Singapore Branch,

	  
	
8 Shenton Way, #48-02, Singapore 068811, the account number details to be advised by the Sellers and be

	  
	
further incorporated in the MOA with an Addendum to be signed by the Sellers and the Buyers

	  



 




  





  











  






 


	
on delivery of the Vessel and against presentation of the delivery documents agreed by the Buyers and the Sellers, but not later than 3 banking days after the Vessel is in every respect

	
27


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

	
28


	
Notice of Readiness has been given in accordance with Clause 5.

	
29







 



	
4.

	
Inspections

	
30


	 	 	 
	
a)*

	
The Buyers have waived their right to inspected and accepted the Vessel's classification records.  The Buyers

	
31


	  	
have also waived their right to inspected the Vessel at/in ___________ on ______________

	
32


	  	
and have accepted both the Vessel and her classification records, thus following this inspection and the sale is outright and definite,

	
33


	  	
subject only to the terms and conditions of this Agreement.

	
34


	 	 	 
	
b)*

	
The Buyers shall have the right to inspect the Vessel's classification records and declare

	
35


	  	
Whether same are accepted or not within

	
36


	  	
The Sellers shall provide for inspections of the Vessel at/in

	
37


	  	
The Buyers shall undertake the inspection without undue delay to the Vessel.  Should the

	
38


	  	
Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.

	
39


	  	
The Buyers shall inspect the Vessel without opening up and without cost to the Sellers

	
40


	  	
During the inspection, the Vessel's deck and engine log books shall be made available for

	
41


	  	
examination by the Buyers.  If the Vessel is accepted after such inspection, the sale shall

	
42


	  	
become outright and define, subject only to the terms and conditions of this Agreement,

	
43


	  	
provided the Sellers receive written notice of acceptance from the Buyers within 72 hours

	
44


	  	
after completion of such Inspection.

	
45


	  	
Should notice of acceptance of the Vessel's classification records and of the Vessel not be

	
46


	  	
received by the Sellers as aforesaid, the deposit together with interest earned shall be

	
47


	  	
released immediately to the Buyers, whereafter this Agreement shall be null and void.

	
48


	 	 	 
	
*

	
4a) and 4b) are alternatives, delete whichever is not applicable.  In the absence of deletions,

	
49


	  	
alternative 4a) to apply.

	
50













	
5.

	
Notices, time and place of delivery

	
51


	  	  	  
	
a)

	
The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall

	
52


	  	
provide the Buyers with 10, 7, 5 and 3 days approximate notice and 1 (one) day definite

	
53


	  	
notice of the estimated time of arrival at the


intended place of drydocking/underwater inspection/ date of delivery at the port of deliver as


mentioned here below.  When the Vessel is at the place

	
54


	  	
of delivery and in every respect physically ready for delivery in accordance with this

	
55


	  	
Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.

	
56


	  	  	  
	
b)

	
The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or

	
57


	  	
anchorage at/in Penang, Malaysia

	
58


	  	
in the Seller's option.  If the Vessel is not delivered in Penang, Malaysia, it will be delivered at her next


discharge port, such port to be advised by Sellers' 14 days prior to Vessels' anticipated delivery day.

	
59


	 	 	 
	  	
Expected time of deliver: upon completion of current voyage, in Sellers' option.

	
60


	  	  	  
	  	
Date of cancelling (see Clauses 5c), 6 b) (iii) and 14): 17th February 2012, in Buyers' option.

	
61


	  	  	  
	
c)

	
If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the

	
62


	  	
Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in

	
63


	  	
writing stating the date when they anticipate that the Vessel will be ready for delivery and

	
64


	  	
propose a new cancelling date. Upon receipt of such notification the Buyers shall have the

	
65


	  	
option of either cancelling this Agreement in accordance with Clause 14 within 7 2 running

	
66


	  	
3 banking days of receipt of the notice or of accepting the new date as the new cancelling date.


If the

	
67


	  	
Buyers have not declared their option within 7 2 running 3 banking days of receipt of the


Sellers'

	
68


	  	
notification or if the Buyers accept the new date, the date proposed in the Sellers' notification

	
69





 




  





  











  






 


	  	
shall be deemed to be the new cancelling date and shall be substituted for the cancelling

	
70


	  	
date stipulated in line 61.

	
71


	  	  	  
	  	
If this Agreement is maintained with the new cancelling date all other terms and conditions

	
72


	  	
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full

	
73


	  	
force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any

	
74


	  	
claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by

	
75


	  	
the original cancelling date

	
76


	  	  	  
	
d)

	
Should the Vessel become an actual, constructive or compromised total loss before delivery

	
77


	  	
the deposit together with interest earned shall be released immediately to the Buyers

	
78


	  	
whereafter this Agreement shall be null and void

	
79





 


	
6.

	
Drydocking / Divers InspectionSee Clause 17.

	
80


	  	  	  
	
a)**

	
The Seller shall place the Vessel in drydock at the port of delivery for inspection by the

	
81


	  	
Classification Society of the Vessel's underwater parts below the deepest load line, the

	
82


	  	
extent of the inspection being in accordance with the Classification Society's rules.  If the

	
83


	  	
rudder, propeller, bottom or other underwater parts below the deepest load line are found

	
84


	  	
broken, damaged or defective so as to affect the Vessel's class, such defects shall be made

	
85


	  	
good at the Sellers' expense to the satisfaction of the Classification Society without

	
86


	  	
condition/recommendation*.

	
87


	  	  	  
	
b)**

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

	
88


	  	
have the right at their expense to arrange for an underwater inspection by a diver approved

	
89


	  	
by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their

	
90


	  	
cost make the Vessel available for such inspection. The extent of the inspection and the

	
91


	  	
conditions under which it is performed shall be to the satisfaction of the Classification

	
92


	  	
Society. If the conditions at the port of delivery are unsuitable for such inspection, the

	
93


	  	
Sellers shall make the Vessel available at a suitable alternative place near to the delivery

	
94


	  	
port.

	
95


	  	  	  
	  	
(ii)           If the rudder, propeller, bottom or other underwater parts below the deepest load line

	
96


	  	
are found broken, damaged or defective so as to affect the Vessel's class, then unless

	
97


	  	
repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers

	
98


	  	
shall arrange for the Vessel to be drydocked at their expense for inspection by the

	
99


	  	
Classification Society of the Vessel's underwater parts below the deepest load line, the

	
100


	  	
extent of the inspection being in accordance with the Classification Society's rules. If the

	
101


	  	
rudder, propeller, bottom or other underwater parts below the deepest load line are found

	
102


	  	
broken, damaged or defective so as to affect the Vessel's class, such defects shall be made

	
103


	  	
good by the Sellers at their expense to the satisfaction of the Classification Society

	
104


	  	
without condition/recommendation*.  In such event the Sellers are to pay also for the cost of

	
105


	  	
the underwater inspection and the Classification Society's attendance.

	
106


	  	  	  
	  	
(iii)           If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-

	
107


	  	
docking facilities are available at the port of delivery, the Sellers shall take the Vessel

	
108


	  	
to a port where suitable drydocking facilities are available, whether within or outside the

	
109


	  	
delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver

	
110


	  	
the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the

	
111


	  	
purpose of this Clause, become the new port of delivery. In such event the cancelling date

	
112


	  	
provided for in Clause 5 b) shall be extended by the additional time required for the

	
113


	  	
drydocking and extra steaming, but limited to a maximum of 14 running days.

	
114


	  	  	  
	
c)

	
If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

	
115


	  	  	  
	  	
(i)           the Classification Society may require survey of the tailshaft system, the extent of

	
116


	  	
the survey being to the satisfaction of the Classification surveyor.  If such survey is not

	
117


	  	
required by the Classification Society, the Buyers shall have the right to require the tailshaft

	
118


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

	
119


	  	
accordance with the Classification Society's rules for tailshaft survey and consistent with

	
120


	  	
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

	
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

	
130


	  	
if the Buyers require the survey and parts of the system are condemned or found defective

	
131


	  	
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

	
134


	  	
the Sellers if the Classification Society issues any condition/recommendation* as a result

	
135


	  	
of the survey or if it requires survey of the tailshaft system.  In all other cases the Buyers

	
136


	  	
shall pay the aforesaid expenses, dues and fees.

	
137


	  	  	  
	  	
(iv)           the Buyers' representative shall have the right to be present in the drydock, but

	
138


	  	
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 surveyors work, if any, and without affecting the Vessel's timely delivery.  If,

	
142


	  	
however, the Buyers' work in drydock is still 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

	
146


	  	
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

	
150


	  	
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

	
153


	  	  	  
	
7.

	
Spares/bunkers, etc.

	
154


	  	  	  











	
The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board at the time


of delivery and on

	
155


	
shore.  All spare parts and spare equipment including spare tail-end shaft(s) and/or spare

	
156


	
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time delivery 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 navigational equipment/aids shall be included in the sale

	
162


	
without extra payment if they are the property of the Sellers, excluding TT/260 FBB communication


equipment.  Used/Unused spares, broached/unbroached stores and provisions as on board at the time


 of delivery shall be

	
163


	
included in the sale and be taken over by the Buyers without extra payment.

	
164


	  	  
	
The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the

	
165


	
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,

	
167


	
Officers' and Crew's personal belongings including the slop chest are to be excluded from the sale,

	
168


	
as well as the following additional items (including items on hire):  oxygen, acetylene and freon cylinder,


and cargo holds' cleaning system model MHCS 100.

	
169


	  	  
	
The Buyers shall take over the remaining bunkers and unused lubricating oils in storage tanks and

	
170


	
Sealed drums and pay current net market price (excluding barging expenses) at the port and date

	
171


	
of delivery of the Vessel.  Buyers shall take over and pay extra for remaining bunkers as per Sellers last


purchasing invoices evidenced by vouchers.  Buyers shall also pay extra for unused lubricating oils


in unbroached drums at the Sellers' or Managers' last net purchase prices (less any discounts and


barging expenses) as per Sellers' or Managers' last invoices.


Unused lubricating oils are defined as those lubricating oils which have not passed through and

	
172





 




  





  











  






 


	
which are stored either in storage tanks or in sealed drums.  Exact quantities of bunkers/lubricating


oils to be measured and agreed by Buyers and Sellers representatives' joint survey 1(one) day prior


to the delivery with an agreed allowance for consumption up to the physical delivery.

	 
	
Payment under this Clause shall be made at the same time and place and in the same currency as

	
173


	
the Purchase Price.

	
174







 



	
8.

	
Documentation

	
175








	  	  
	
The place of closing:  Sellers'  nominated bank in Singapore.

	
176


	  	  
	
In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery

	
177


	
documents namely:The Sellers to provide the Buyers with the relevant documentation as is


reasonably required by the Buyers in order to register the Vessel under their ownership/flags, copies


drafts of such documents to be provided to the Buyers prior to delivery but after signing the MOA.


Buyers to supply a list of such documents for Sellers' approval as soon as possible on completion of


negotiations for insertion in the MOA in the form of an addendum.  Such addendum not to delay the


signing of the MOA and lodging of 20% deposit.

	
178


	  	  
	
At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of

	
197


	
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the

	
198


	
Buyers.

	
199


	  	  
	
At the time of delivery the Sellers shall hand to the Buyers' Master on board the classification


certificate(s) as well as all

	
200


	
plans, drawings, instruction manuals, operating manuals, loading manuals, equipment and


machinery maintenance records, including a copy of the log booketc., which are on board the Vessel.


Other certificates which are on board the Vessel shall also

	
201


	
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, at Buyers' cost.  All remaining plans/drawings/


instruction manuals.  Other technical documentation which may

	
203


	
be in the Sellers' possession shall be promptly forwarded to the Buyers at their expense, immediately


after the Vessel's delivery, if they so

	
204


	
request.  The Sellers may keep the Vessels log books but the Buyers to have the right to take

	
205


	
copies of same, at Buyers' cost.

	
206


	  	  











	
9.

	
Encumbrances

	
207








	  	  
	
The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances,

	
208


	
Mortgages, arrests and maritime liens, stowaway and/or any other debts whatsoever. The Sellers


hereby undertake

	
209


	
to indemnify the Buyers against all consequences of claims made against the Vessel which have

	
210


	
been incurred prior to the time of delivery.

	
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.

	
215


	  	  











	
11.

	
Condition on delivery.

	
216


	  	  






	
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


	
delivered and taken over as she was at the time of this Agreementinspection, fair wear and tear excepted.

	
219


	
However, the Vessel shall be delivered with her present class fully maintained free of without


condition/recommendation*,

	
220


	
free of average damage affecting the Vessels class, and with her classification certificates, and

	
221


	
national/international trading certificates, as well as all other certificates the Vessel had as on 25th Jan.


2012 at the time of this Agreement inspection, clean and valid and

	
222


	
unextended without condition/recommendation* by Class or the relevant authorities as on board 25th


Jan 2012 at the time of

	
223


	
delivery.

	
224


	
"inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4a) or 4b), if

	
225


	
applicable, or the Buyers' inspection prior to the signing of this Agreement. If the Vessel is taken over

	
226





 




  





  











  






 


	
without inspection, the date of this Agreement shall be the relevant date.

	
227


	  	  






	
*

	
Notes, if any, in the surveyor's report which are accepted by the Classification Society

	
228


	  	
without condition/recommendation are not to be taken into account.

	
229







 



	
12.

	
Name / markings

	
230








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

	
231


	  	  






	
13.

	
Buyers' default

	
232








	  	  
	
Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this

	
233


	
Agreement, and they shall be entitled to claim compensation for their losses and for all expenses

	
234


	
incurred together with interest.

	
235


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

	
236


	
cancel the Agreement, in which case the deposit together with interest earned shall be released to the

	
237


	
Sellers.  If the deposit does not cover their loss, the Sellers shall be entitled to claim further

	
238


	
compensation for their losses and for all expenses incurred together with interest.

	
239


	  	  






	
14.

	
Sellers' default

	
240








	  	  
	
Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready

	
241


	
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have

	
242


	
the option of cancelling this Agreement provided always that the Sellers shall be granted a

	
243


	
maximum of 3 banking days after Notice of Readiness has been given to make arrangements

	
244


	
for the documentation set out in Clause 8. If after Notice of Readiness has been given but before

	
245


	
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not

	
246


	
made physically ready again in every respect by the date stipulated in line 61 and new Notice of

	
247


	
Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect

	
248


	
to cancel this Agreement the deposit together with interest earned shall be released to them

	
248


	
immediately .

	
250


	
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready

	
251


	
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for

	
252


	
their loss and for all expenses together with interest if their failure is due to proven

	
253


	
negligence and whether or not the Buyers cancel this Agreement.

	
254


	  	  






	
15.

	
Buyers' representatives

	
255








	  	  
	
After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers

	
256


	
have the right to place two representatives on board the Vessel at their sole risk and expense upon

	
257


	
arrival at on or aboutuntil the time of delivery.

	
258


	
These representatives are on board for the purpose of familiarisation and in the capacity of

	
259


	
observers only, and they shall not interfere in any respect with the operation of the Vessel.  The

	
260


	
Buyers' representatives shall sign the Sellers' letter of indemnity prior to their embarkation.

	
261







 



	
16.

	
Arbitration

	
262


	  	  	  
	
a)*

	
This Agreement shall be governed by and construed in accordance with English law and

	
263


	  	
any dispute arising out of this Agreement shall be referred to arbitration in London in

	
264


	  	
accordance with the Arbitration Acts 1950 and 1979 1996 or any statutory modification or

	
265


	  	
re-enactment thereof for the time being in force, one arbitrator being appointed by each

	
266


	  	
party.  The two arbitrators so appointed shall appoint a third arbirtrator who shall chair the arbitration


panel.  In the event that the two arbitrators already appointed cannot agree on the identity of the Chairman


within 30 days of the appointment of the second arbitrator, the appointment shall be made by the President


for the time being of the London Maritime Arbitrators Association.  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, falling which the decision of the single arbitrator appointed shall apply.  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, failing which the decision of the

	
268


	  	
single arbitrator appointed shall apply.  If two arbitrators properly appointed shall not agree

	
269


	  	
they shall appoint an umpire whose decision shall be final

	
270


	  	  	  
	
b)*

	
This Agreement shall be governed by and construed in accordance with Title 9 of the

	
271


	  	
United States Code and 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 to

	
273


	  	
be appointed by each of the parties hereto, and the third by the two so chose; their

	
274


	  	
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.

	
276


	  	
The proceedings shall be conducted in accordance with the rules of the Society of Maritime

	
277


	  	
Arbitrators, Inc. New York.

	
278


	  	  	  
	
c)*

	
Any dispute arising out of this Agreement shall be referred to arbitration at

	
279


	  	
___________________________________________, subject to the procedures applicable there.

	
280


	  	
The laws of _____________ shall govern this Agreement.

	
281


	  	  	  
	
*

	
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 17, 18, 19 and 20, inclusive as below, are deemed to be fully incorporated into and


form an integral part of this Agreement:

	  





 


Clause 17. Underwater inspection


 


No dry docking clause to apply on delivery, but Buyers at their risk and expense to have the right to inspect the Vessel's underwater parts below the sea water line prior to delivery by a Class approved diver and in the presence of Class surveyor. The Sellers are to arrange attendance of the Class surveyor. The Buyers shall arrange and pay for the divers and their equipment and Buyers-pay Class surveyor's fees. But after the underwater inspection by Buyers if any damage(s) found below the sea water line then Sellers shall pay Class surveyor's and divers fee.


 


If the Buyers choose to exercise such option, Buyers must declare this in writing upon receiving 7 days approximate notice of delivery from the Sellers. Buyers must also carry out such inspection as soon as possible and practical after the Vessel arrives at the delivery port.


 


If any underwater damage or defect is found below the sea water line loadline, resulting in a recommendation for which damage or defect Vessel's class does not require dry docking before next scheduled dry docking, the cost for such repair to be settled in cash by Sellers to Buyers in lieu of repairs. The cost is restricted to the direct cost or repairs only without any cost related to dry dock/docking undocking etc. The cost of repairs will be the average quotation obtained by two local reputable yards close to delivery port, one at Sellers' and one of the Buyers' choke. The amount agreed should be deducted from the purchase price at the time of delivery.


 


If any underwater damage or defect Is found below the sea water line, resulting in a recommendation for which Class requires immediate repairs in dry dock the cost of repairs including direct dry docking cost shall be deducted from the purchase price and Buyers shall have the vessel taken over with the existing recommendation.


 


If the Buyers do not exercise their option for divers' inspection then the Sellers will handover to the Buyers a letter stating that the Vessel has not touched bottom since her last drydock to the best of their knowledge and belief.


 


 


Clause 18. Blacklisting


 


The Sellers confirm to the best of their knowledge guarantee that the Vessel is not blacklisted/ boycotted by any nations and/or organizations.


 


Clause 19. Confidentiality


 


The terms of this Agreement shall be strictly private and confidential as between the parties hereto, and their close professional advisors, and shall not be disclosed to any other party without the consent of the other parties hereto (such consent not to be withheld unreasonably), except as may be required by any applicable statutory or U.S. stock listing requirements and regulations.


 


Clause 20. Condition Precedent


 




  





  











  






 


Notwithstanding this Agreement being duly executed by fax or e-mail as provided above, the parties hereto shall not in any way be bound or obliged by this Agreement or otherwise whatsoever unless and until the Sellers' Board of Directors approves in writing the terms of this Agreement and such approval is communicated in writing by the Sellers to Buyers within 48 hours of this Agreement being executed by fax or e-mail as provided above by both parties.


 



	For the Sellers	
[WALDECK MARITIME CO. SEAL OMITTED]

	
For the Buyers

	
[MANSHIP PTE LTD. SEAL OMITTED]


	/s/ untelligible   	/s/ untelligible  





 


 




  





  











  






 


 


THIS ADDENDUM No. 1 is made this 3rd day of February 2012 BETWEEN:


 



	
(1)

	
WALDECK MARITIME CO., having its registered office at Trust Company Complex, Aje/take Road, Ajetake Island, Majuro, Marshall Islands MH 96960 (the "Sellers"); and







 



	
(2)

	
MANSHIP PTE LTD., of [120, Lower Delta Road, #11-05/08, Cendex Centre, Singapore 169200], Singapore or nominee to be nominated by an addendum (the "Buyers"); and







 



	
(3)

	
M/S EXPENDITION INTERNATIONAL LIMITED, having its registered office at P.O. BOX 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands







 



	
  

	
WHEREAS:







 



	
(A)

	
The Sellers are the registered owners of the M/V AFRICAN ZEBRA currently registered under the Bahamas flag with IMO number 8315920 (the "Vessel"); and







 



	
(B)

	
The Sellers and the Buyers have entered into a "BIMCO Form" Memorandum of Agreement dated 30 January 2012 (the "Agreement") for the sale by the Sellers to the Buyers of the Vessel.







 



	
  

	
IT IS NOW THEREFORE AGREED BETWEEN THE PARTIES AS FOLLOWS:







 


The Buyers nominate and the Sellers accept Messrs. M/S EXPEDITION INTERNATIONAL LIMITED, having its registered office at P.O. BOX 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, as Buyers under the terms of this Agreement.  From the date of this Addendum No. 1 all references to the Agreement to the "Buyers" shall be construed as references to M/S EXPEDITION INTERNATIONAL LIMITED, having its registered office at P.O. BOX 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.


 


Except as provided hereinabove, the terms and conditions of this Agreement shall remain in full force and effect.


 


IN WITNESS WHEREOF the parties hereto have caused this Addendum no. 1 to be executed as deed by their duly authorised representatives on the date written above.


 



	
EXECUTED as a DEED

	
)

	
  



[WALDECK MARITIME CO. SEAL OMITTED]




 


 


 


 



[MANSHIP PTE LTD. SEAL OMITTED]


 


 


 


 


 




	
by /s/ Dale Penyohmom

	
)


	
for and on behalf of

	
)


	
WALDECK MARITIME CO

	
)


	  	  
	
EXECUTED as a DEED

	
)


	
By Capt. Sohail Mahbub Bhuyain

	
)


	
for and on behalf of

	
)


	
MANSHIP PTE LTD.

	
)


	  	  



 




  





1











  






 


	
EXECUTED as a DEED

	
)


	
By Kaysar Mahbub Bhuyain

	
)                      [EXPEDITION INTERNATIONAL LIMITED SEAL OMITTED]


	
for and on behalf of

	
)


	
M/S EXPEDITION INTERNATIONAL LIMITED

	
)












 




  





2











  











THIS ADDENDUM No. 2 is made this 14th day of February 2012 BETWEEN:


 



	
(1)  

	
WALDECK MARITIME CO. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the "Sellers"); and







 



	
(2)  

	
EXPEDITION INTERNATIONAL LIMITED, having its registered office at P.O. BOX 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the "Buyers"),







 


 


WHEREAS:


 



	
(A)  

	
The Sellers are the registered owners of the M/V AFRICAN ZEBRA currently registered under the Bahamas flag with IMO number 8315920 (the "Vessel");







 



	
(B)  

	
the Sellers and the Buyers have entered into a "BIMCO Form" Memorandum of Agreement dated 30th January 2012 and an Addendum no. 1 dated 3rd February 2012 (together referred to as the "Agreement") for the sale by the Sellers to the Buyers of the Vessel;







 



	
(C)  

	
Line 26 of Clause 3 of the Agreement provides that the Sellers will advise the Buyers of the details for the payment to DNB NOR Bank ASA, Singapore Branch under the Agreement; and







 



	
(D)  

	
the Sellers and the Buyers have agreed pursuant to Clause 8 of the Agreement to sign this Addendum No.2.







 


IT IS NOW THEREFORE AGREED BETWEEN THE PARTIES AS FOLLOWS:


 


A.  Line 26 of Clause 3 is amended to read as follows:


 


"The Buyers shall release the Deposit plus pay the balance of eighty (80) per cent of the Purchase Price together with any other extra money for bunkers and lubricants in full free of bank charges to DNB NOR Bank ASA, Singapore Branch, 8 Shenton Way, #48-02, Singapore 068811 to the Sellers..."


 


B.  In exchange of the payment of the Purchase Price (in accordance with the terms of the Agreement), the Sellers shall furnish the Buyers with delivery documents, namely:


 



	
(a)  

	
Two originals of a legal bill of sale (the "Bill of Sale") in English form 10 A, covenanting that the Vessel is free from all encumbrances, mortgages, arrests and maritime liens and any other debts whatsoever, duly legalised by the General Consulate of Panama in Piraeus Greece.







 



	
(b)  

	
Fax copy of Transcript of Register issued by Bahamas Maritime Authority in London and dated the delivery date showing the Vessel to be registered in the ownership of the Sellers and free and clean from registered encumbrances to be faxed to the closing meeting in Singapore. The original Transcript will be provided to the Buyers not later than seven (7) banking days after the delivery date of the Vessel to the Buyers.







 




  





1











  






 



	
(c)  

	
Fax copy of the Confirmation of Class within three 3 days prior to the delivery date, with the original to be delivered to the Buyers' lawyers, Stephenson Harwood Singapore as soon as possible but latest within five (5) days from the delivery date.







 



	
(d)  

	
A certified true copy of the certificate of incorporation of the Sellers certified by Sellers' Greek counsel.







 


 



	
(e)  

	
An original set of Minutes of each of the Board of Directors and written resolutions of the Shareholder of the Sellers approving the entry into the Agreement and any amendments and / or addendums thereto, authorising the sale of the Vessel in accordance with the provisions of the Agreement and the execution on behalf of the Sellers of inter alia, the Bill of Sale, a protocol of delivery and acceptance and any other document required to be execution by the Sellers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to the Agreement such minutes to be duly certified and legalised by Apostille by the Special Agent of the Marshall Islands in Piraeus, Greece.







 



	
(f)  

	
An original Power of Attorney of the Sellers duly legalised by the General Consulate of Panama in Piraeus, Greece.







 


 



	
(g)  

	
A copy certified by Sellers' Greek counsel of the officer's certificate of the. Sellers with the original to be provided as soon as possible but latest by Friday 18 February 2012 to Buyers' lawyers Stephenson Harwood Singapore certifying the name of all present directors (at the time the Board of Director Resolutions referenced in (e) above were adopted) and Shareholder(s) (at the time the shareholder(s) resolutions referenced in (.e) above were adopted) of the Sellers, the number and type of shares issued to each shareholder and attaching copies of all the correct and complete constitutional documents in full force and effect of the Sellers (the articles of incorporation and the bylaws of the Seller) such officer's certificate to be duly certified and legalised by Apostille by the Special Agent of the Marshall Islands in Piraeus, Greece.







 



	
(h)  

	
An original Certificate of Goodstanding of the Sellers dated no more than 15 (fifteen) Banking days (as defined in the Agreement) prior to the delivery date showing the Sellers to be in good standing under the laws of the Marshall Islands duly certified and legalised by Apostille by the Special Agent of the Marshall Islands in Piraeus, Greece.







 



	
(i)

	
Two original Protocols of Delivery and Acceptance (one for the Sellers and one for the Buyers to be exchanged at the closing in Singapore) confirming the delivery of the Vessel by the Sellers to the Buyers.







 



	
(j)

	
Commercial Invoice in three (3) copies covering the purchase price of the Vessel.







 



	
(k)

	
Commercial invoice in three (3) copies covering the price of the bunkers and lubricants.







 



	
(l)

	
One original letter of confirmation from the Sellers confirming that to their best of their knowledge the Vessel in not blacklisted / boycotted by any nations and/or organisations.







 




  





2











  






 



	
(m)  

	
One original letter of undertaking to provide the deletion certificate legalised by Apostille within latest 4 weeks after the Vessel is delivered by the Sellers to the Buyers and to use best efforts to facilitate delivery of the Vessel's CSR Document File by the Bahamian Maritime authority to the Panamanian Maritime Authority.







 



	
(n)  

	
A copy of each Continuous Synopsis Record issued in respect of the Vessel.







 


C.           In exchange of delivery of the Vessel, the Buyers shall furnish the Sellers with delivery documents, namely:


 



	
(a)  

	
The Certificate of Incorporation of the Buyers, certified as true by the Companies' Registry.







 



	
(b)  

	
Original Good standing certificate of the Buyers dated no more than 15 (fifteen) Banking days (as defined in the Agreement) prior to the delivery date showing the Buyers to be in good standing under the laws of the British Virgin Islands.







 



	
(c)  

	
An original set of resolutions of the Board of Directors and of the Shareholders of the Buyers authorising the purchase of the Vessel in accordance with the provisions of the Agreement, the release of the 20% deposit, the ratification of the Agreement signed, and the execution on behalf of the Buyers of inter alia, the Bill of Sale, a protocol of delivery and acceptance and any other document required to be executed by the Buyers in respect of the delivery of the Vessel from the Sellers to the Buyers pursuant to the Agreement, and authorising further execution of a Power of Attorney authorising the execution any and all other documents and undertakings provided in the Agreement such resolutions to be notarially attested and certified by the. Singapore Academy of Law.







 



	
(d)  

	
An original set of the officer's certificate of the Buyers certifying the names of all present directors and shareholders of the Buyers and attaching copies of all correct and complete constitutional documents in full force and effect of the Buyers (Copies of the Memorandum and Articles of Association or other constitutional documents and By-Laws (as the case may be) (together with any amendment thereto up to and including the delivery date)) such officer's certificate to be notarially attested and certified by the Singapore Academy of Law.







 



	
(e)

	
A Power of Attorney of Buyers issued in accordance with the resolutions referred to under the above authorising the persons signing the documents on their behalf such power of attorney to be notarially attested and certified by the Singapore Academy of Law.







 


The parties undertake to exchange drafts of the above documents and agree final formats latest one (1) day prior to the delivery date of the Vessel.


 


Except as provided hereinabove, the terms and conditions of the Agreement shall remain in full force and effect.


 









  





3











  






 


 


IN WITNESS WHEREOF the parties hereto have caused this Addendum No. 2 to be executed as deed by their duly authorised representatives on the date written above.


 


 



	
EXECUTED as a DEED

	
)

	
 


/s/ Theodora Mitropetrou 


 


 


 


 


/s/ Sohail Mahbub Bhuyain  


	
by Theodora Mitropetrou

	
)


	
for and on behalf of

	
)


	
WALDECK MARITIME CO

	
)


	  	  
	
EXECUTED as a DEED

	
)


	
by Sohail Mahbub Bhuyain

	
)


	
for and on behalf of

	
)


	
EXPEDITION INTERNATIONAL LIMITED

	
)


	  	  















 

















SK 26979 0001 1272417


 


 




  





4