EX-10.40








AGREEMENT FOR THE PURCHASE AND




SALE OF SELECTED ASSETS




This agreement is dated and executed on December 15, 2004 (the “Effective Date”) between
Seabulk Transport, Inc., a Florida corporation (“Buyer”), and Stolt-Nielsen Transportation Group
Inc., a Delaware corporation (”Seller”).




	 	A.	 	Seller is engaged in, among other businesses, the business of providing
transportation services for bulk liquid cargoes through a fleet of parcel
tankers (the “Parcel Tanker” business) and owns certain assets relating to it.	 






	 	B.	 	Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, certain assets. The parties agree as follows:	 





1. SALE OF SELECTED ASSETS




1.01 TRANSFER OF SELECTED ASSETS



Seller assigns, sells, transfers, conveys, and delivers to Buyer on the effective date all
those assets set forth on schedule a (the “Selected Assets”). No assets of Seller not expressly
set forth on Schedule A are included in this agreement.




1.02 PURCHASE PRICE FOR SELECTED ASSETS



The purchase price for the Selected Assets is US$2,410,000.00 (Two Million Four Hundred Ten
Thousand United States Dollars) (the “Cash Consideration”), receipt of which is acknowledged by
Seller, and the assumption of certain liabilities by Buyer described below.




1.03 UNDERTAKING AND ASSUMPTION



As additional consideration, Buyer assumes and will perform all obligations of Seller arising
from the terms of the Partnership Agreements included in the Selected Assets, provided however,
Buyer’s obligations are limited to performance that arises on and after the Effective Date. Buyer
is not authorized to extend or enlarge any obligation but may terminate any of the foregoing if the
same can be done without breach and without liability to Seller.



2. REPRESENTATIONS AND WARRANTIES OF SELLER



As an inducement to Buyer to enter into this agreement and to consummate the transactions,
Seller warrants that the following are true in all respects.




2.01 ORGANIZATION AND AUTHORITY OF SELLER



Seller is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.




2.02 CORPORATE AUTHORITY OF SELLER



The execution, delivery, and performance of this agreement by Seller has been duly authorized
by all necessary corporate action and is enforceable in accordance with its terms. Such execution,
delivery , and performance does not, and the consummation of the transactions contemplated will not
(a) result in a material breach of any provisions of, or constitute a material default under the
articles of incorporation or bylaws of Seller, or any agreement or instrument to which Seller is a
party or by which it is bound, or (b) require the consent or approval of any other person or
governmental agency or authority.




2.03 TITLE TO PROPERTY



Seller has good and marketable title to all of the Selected Assets, subject to no liens,
mortgages, pledges, security interests, encumbrances, or charges of any kind except for the lien of
taxes not yet due and for imperfections of title and encumbrances that are not substantial in
character, amount, or extent, and that do not materially detract from the value of or interfere
with the present or contemplated use of the properties subject to them or affected by them or
otherwise materially impair the business operations of Seller.




2.04 LITIGATION



To Seller’s knowledge, there are no lawsuits, proceedings, or governmental investigations
pending or threatened against Seller that relate to the Selected Assets.




2.05 SELECTED ASSETS




All of the Selected Assets have been used to conduct Seller’s Parcel Tanker business.




2.06 DISCLAIMER



SELLER DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE SELECTED ASSETS, EXPRESS OR IMPLIED
INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT.



3. REPRESENTATIONS AND WARRANTIES OF BUYER



As an inducement to Seller to enter this agreement and to consummate the transactions, Buyer
warrants that the following are true in all respects:




3.01 ORGANIZATION AND AUTHORITY OF BUYER



Buyer is a corporation duly organized, validly existing and in good standing under the laws of
the State of Florida. Buyer has the corporate power and authority to own or lease its properties
and to carry on the business now carried on by Seller and to carry out its obligations under this
agreement.




3.02 CORPORATE AUTHORITY OF BUYER



The execution, delivery, and performance of this agreement by Buyer has been duly authorized
by all necessary corporate action and is enforceable in accordance with its terms. Such execution,
delivery, and performance does not, and the consummation of the transactions contemplated will not
(a) result in a material breach of any provision of or constitute a material default under the
articles of incorporation or bylaws of Buyer, or any agreement or instrument to which Buyer is a
party to by which it is bound, or (b) require the consent or approval of any other person or
governmental agency or authority.



4. INDEMNIFICATIONS




4.01 INDEMNIFICATION BY SELLER



Seller agrees to indemnify and hold Buyer harmless from all liabilities or damages arising out
of the breach of this agreement by Seller. This indemnification shall, as to any claim, be
conditioned upon Buyer giving Seller reasonable notice of such claim and an opportunity to
participate in the defense thereof.




4.02 INDEMNIFICATION BY BUYER



Buyer agrees to indemnify and hold Seller harmless from all liabilities or damages arising out
of the breach of this agreement by Buyer. This indemnification shall, as to any claim, be
conditioned upon Seller giving Buyer reasonable notice of such claim and an opportunity to
participate in the defense thereof.



5. GENERAL PROVISIONS




5.01 SURVIVAL OF COVENANTS, WARRANTIES, AND REPRESENTATIONS



All representations, warranties, covenants, and agreements of each of the parties to this
agreement shall survive the consummation of the transactions contemplated in this agreement and
shall not be affected by an investigation by or on behalf of the other party to this agreement.




5.02 NOTICES



All notices and other communications required or permitted under this agreement shall be in
writing and shall be deemed given when delivered personally or five (5) days after being sent by
registered mail, postage prepaid and addressed as follows:



	 	 	 
	BUYER:

	 	Seabulk Transport, Inc.

2200 Eller Drive

Fort Lauderdale, Florida 33316

Attention: Steve Willrich

Telephone: 954 524 4200

Fax: 954 527-1772
	 
	 	 
	SELLER:

	 	Stolt-Nielsen Transportation Group Inc.








8 Sound Shore Drive


P.O. Box 2300


Greenwich, CT 06836


Attention: Mark Martecchini


Telephone: 203 625-3864


Fax: 203 625-3922



or to such other address as each party may designate in writing.




5.03 GOVERNING LAW



This agreement shall be governed by and construed in accordance with the laws of the State of
New York, exclusive of its choice of law rules.




5.04 SALES TAXES



Any sales tax payable by reason of transfer and conveyance of the Selected Assets under this
agreement shall be paid by the Buyer.




5.05 PARTIAL INVALIDITY



Whenever possible, each provision of this agreement shall be interpreted in such a way as to
be effective and valid under applicable law, it shall be ineffective only to the extent of such
prohibition of invalidity, without invalidating the remainder of such provision or the remaining
provisions of this agreement.




5.06 SUCCESSORS AND ASSIGNS; PARTIES IN INTEREST



This agreement shall be binding on and inure to the benefit of the parties to it and their
successors and assigns, provided no assignment shall relieve the assigning party or its obligations
under the agreement.




5.07 EXECUTION IN COUNTERPARTS



This agreement may be executed in one or more counterparts, each of which shall be deemed an
original agreement, but all of which shall be considered one instrument and shall become a binding
agreement when one or more counterparts have been signed by each of the parties and delivered to
the other.




5.08 SCHEDULES




The attached Schedule A shall be construed as an integral part of this agreement.




5.09 TITLES AND HEADINGS



Titles and headings to articles, sections or paragraphs in this agreement are inserted for
convenience for reference only and are not intended to affect the interpretation or construction of
the agreement.




5.10 REMEDIES CUMULATIVE



The remedies provided in this agreement shall be cumulative, and the assertion by any party of
any right or remedy shall not preclude the assertion by such party of any other rights or the
seeking of any other remedies.




5.11 ENTIRE AGREEMENT; AMENDMENTS



This agreement constitutes the entire agreement among the parties to it and supersedes any
prior or contemporaneous understanding or agreement with respect to the transactions contemplated.
It may be amended only by a written instrument executed by all of the parties to it.



	 	 	 
	Seabulk Transport, Inc.	 	Stolt-Nielsen Transportation Group Inc.
	BUYER	 	SELLER
	By: /s/_STEVE WILLRICH	 	By: /s/ MARK MARTECCHINI
	Name: Steve Willrich

	 	Name: Mark Martecchini
	 
	 	 
	Title: President

	 	Title: Managing Director Americas

Senior Vice President
	 
	 	 







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Schedule A

Selected Assets





	 	•	 	18.41% Partnership interest held by Stolt Tankers (USA) Inc., now doing business as
Stolt-Nielsen Transportation Group Inc., as Limited Partner of Seabulk America Partnership
Ltd.






	 	•	 	25% Partnership interest held by Stolt Tankers (USA) Inc., now doing business as
Stolt-Nielsen Transportation Group Inc., as Limited Partner of Seabulk Transmarine
Partnership Ltd.






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