Exhibit 10.8


 


	
   

  	
  Norwegian Shipbrokers’ Association’s Memo-

  
	
   

  	
  randum of Agreement for sale and purchase of 

  
	
  MEMORANDUM OF AGREEMENT

  	
  ships.  Adopted by
  the Baltic and International 

  
	
   

  	
  Maritime Council (BIMCO) in 1956.               

  
	
   

  	
  Code-name                           

  
	
   

  	
  SALEFORM
  1993                     

  
	
   

  	
  Revised 1966, 1983 and 1986/87.                    

  



 


Dated:


 hereinafter called the Sellers, have agreed to
sell, and


hereinafter called the Buyers, have agreed to buy


Name:


Classification Society/Class:


	
  Built:

  	
  By:

  
	
   

  	
   

  
	
  Flag:

  	
  Place of
  Registration:

  
	
   

  	
   

  
	
  Call Sign:

  	
  Grt/Nrt:

  



 


Register Number:


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


The Seller shall provide a copy of each of the
following documents to the Buyer for their reference and pre-registration
purposes latest on signing this agreement:


	
  (i)

  	
   

  	
  Certificate of
  Registry

  
	
  (ii)

  	
   

  	
  Ships radio
  station license

  
	
  (iii)

  	
   

  	
  International
  tonnage certificate

  
	
  (iv)

  	
   

  	
  Certificate of
  Classification

  
	
  (v)

  	
   

  	
  International
  load line certificates

  
	
  (vi)

  	
   

  	
  International
  Oil Pollution Prevention Certificate (including attachment)

  
	
  (vii)

  	
   

  	
  Safety
  Construction/ Safety Radio / Safety Equipment Certificates (including
  attachments)

  
	
  (viii)

  	
   

  	
  Transcript
  of Registry

  



 


Definitions


Banking days are defined as days when commercial banks
are open for business in London and New York.


“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 USD


 





















 


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
Money (Hereinafter called ‘the Deposit’) in an interest bearing joint account in
               
Bank,                
Branch,                
in the joint names of the Buyer and the Seller within three (3) banking days
after this Agreement has been signed by both parties by facsimile.


The Buyer will sign this Agreement latest one (1)
banking day after they receive the Agreement duly signed by the Seller.


Interest earned on the Deposit to be for the Buyer’s
account.  Any fee charged to open, hold
and/or lifting the said Deposit and the Balance Money shall be shared equally
between the Seller and the Buyer.


3.                                      Payment


The Buyer shall pay the balance ninety (90) per cent
of the Purchase Money (Hereinafter called ‘the Balance Money’) and any other
charges/money whatsoever to be paid by the Buyer to the Seller under this
Agreement (Hereinafter called ‘the Charges’) on delivery of the Vessel, but not
later than three (3) banking days after the Vessel is in every respect
physically ready for delivery in accordance with Clause 5 hereof.


The Deposit, Balance Money and the Charges shall be
released to the Seller against and upon the Seller’s presentation of the
Original copy of the ‘Protocol of Delivery and Acceptance’ duly signed by both
the Seller’s and the Buyer’s duly authorized representatives attending the
financial closing which is to be taking place in                .


At the time of the closing the Seller and the Buyer
will execute and deliver to                
Bank ,                 Branch (“               
Bank”) joint Instructions authorizing the payment of the ten percent deposit to
the account of the Seller, and any accrued interest to the account of the
Buyer, and such other documents reasonably required by                
Bank, (Note:  Buyer’s Corporate authority
and power of attorney to include authorization to sign such written
Instruction.)


4.                                      Inspections


The Buyers have inspected and accepted
the Vessel’s classification records.  The
Buyers have [waived inspection of] [also inspected] the Vessel at/ in                 on                , 200_

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.


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                , 30, 20, 15, 5, 3 days
approximate prior (as applicable)  notice
of the delivery date and place and 24 hours definite prior notice of the
delivery place and readiness for delivery. 
When the Vessel is at the place of delivery and


 


2





















 


                                                in every respect
physically ready for delivery in accordance with this Agreement, the Sellers
shall give the Buyers a writte Notice of Readiness for delivery.


b)                                     The Vessel shall be
delivered charter free, free of cargo and safely afloat at                 between                 and                 200   in
Sellers option with 2400 hours local time                  200   cancelling date in Buyer’s
option, hereinafter called the ‘Canceling Date.’  It is understood that one further laden
voyage will be performed after current laden voyage.


Date of canceling (see Clauses 5 c), 6b)(iii)
and 14):


In the event that Notice of Readiness for delivery of
the Vessel has not been tendered by the Seller to the Buyer in writing by
e-mail or facsimile within the Canceling Date or in the event that the Seller
notifies the Buyer in writing by e-mail or facsimile (with reasons) prior to
the Canceling Date that the Vessel will not be ready for delivery within the
Canceling Date and at the same time advising a new Canceling Date, then the
Buyer shall have the option to maintain or cancel this Agreement within three
(3) banking days of the Seller’s notification that the Vessel will not be ready
for delivery within the Canceling Date.


In the event that the Buyer elects to cancel this
Agreement, then the Deposit, together with accrued Interest, shall be released
to the Buyer’s nominated bank within three (3) banking days and this Agreement
shall be declared null and void.


In the event that the Buyer elects to maintain this
Agreement, then the Seller shall deliver the vessel to the Buyer within the new
Canceling Date, and otherwise In all other respects in accordance with the
terms and conditions of this Agreement.


If this 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.


c)                                      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


a)**                        (i)            The Vessel shall 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 in the port of delivery 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.


 


3





















 


(ii)           If
the rudder, propeller, bottom or other underwater parts are found to be broken,
damaged or defective so as to affect the Vessel’s class, but the Class surveyor
approves that the Vessel may continue to trade until her next dry-docking with
the recommendation(s) relating to such damage, then the Seller and Buyer shall
agree a cash compensation, the amount of which shall:


a.             Be
deducted by the Buyer at the time of making payment of the Balance Money; and


b.             Be
arrived at by averaging two quotations obtained from first class repair yards
located near the place of delivery, one each by the Buyer and the Seller
including the cost of procuring such necessary spare parts and forwarding
charges as will be required to carry out the repairs and to be inclusive of
extra dock time and such related costs as would be charged by the repair yard,
but shall not include the cost of entering and departing the dry-dock and any
other maintenance cost which shall be for the Buyer’s account; or


(iii)          If
the rudder, propeller, bottom or other underwater parts are found to be broken,
damaged or defective so as to affect the Vessel’s class, and the Class surveyor
require that the damage shall be repaired immediately, then the Vessel shall be
dry-docked by the Seller and such defects shall be made good by the Seller at
their expense to the satisfaction of the Classification Society without
condition/ recommendation.  In such
event, the Seller shall pay for the cost of the underwater inspection and the
Classification Society’s attendance in full.


Once sub-clause (ii), or (iii), as appropriate, has
come into effect and either cash compensation has been agreed or repairs has
been completed, as appropriate, the Seller shall deliver the Vessel as per
Clause 5.  In such event, the canceling
date provided for in Clause 5 shall be extended by the additional time required
for the dry-docking and extra steaming, but limited to a maximum of sixty (60)
running days.  The Class surveyor’s
decisions under this clause 6 a) shall be considered final.


b)                                     If the Vessel is
dry-docked pursuant to sub-clause (b) above;


(i)            The
Classification Society may require survey of the tail-shaft system, the extent
of the survey being to the satisfaction of the Classification Society.  If such survey is not required by the
Classification Society, the Buyer shall have the right to require the
tail-shaft to be drawn and surveyed by the Classification Society, the extent
of the survey being in accordance with the Classification Society’s rules for
tail-shaft survey and consistent with the current stage of the Vessel’s survey
cycle.  The Buyer shall declare whether
they require the tall-shaft to be drawn and surveyed not later than by the
completion of the inspection by the Classification Society.  The Seller shall arrange the drawing and
refitting of the tail shaft.  Should any
parts of the tail shaft system be condemned or found defective so as to affect
the Vessel’s class, those parts shall be renewed or made good at the Sellers’
expense to the satisfaction of the Classification Society without condition/recommendation.


 


4





















 


(ii)           The
expenses relating to the survey of the tail-shaft system shall be borne by the
Buyer unless the Classification Society requires such survey to be carried out,
in which case, the Seller shall pay these expenses.  The Seller shall also pay the expenses if the
Buyer requires the survey and parts of the system are condemned or found
defective or broken so as to affect the Vessel’s class.


(iii)          The
expenses in connection with putting the Vessel in and taking her out of
dry-dock, including the dry-dock dues and the Classification Society’s fees
shall be paid by the Seller if the Classification issues any condition/ recommendation
as a result of the survey or If it requires surv of the tail-shaft system. In
all other cases, the Buyer shall pay the aforesaid expenses, dues and fees.


(iv)          The
Buyer’s representatives shall have the right to be present in the dry-dock, but
without interfering with the work or decisions of the Classification surveyor.


(v)           The
Buyer shall have the right to have the underwater parts of the Vessel cleaned
and painted at their risk and expense without Interfering with the Seller’s or
the Classification surveyor’s work, if any, and without affecting the Vessel’s
timely delivery.


If, however, the Buyer’s work in dry-dock is still in
progress when the Seller has completed the work that the Seller is required to
do, the additional docking time needed to complete the Buyer’s work shall be
for the Buyer’s risk and expense.  In the
event that the Buyer’s work requires such additional time, the Seller may upon
completion of the Seller’s work tender Notice of Readiness for delivery whilst
the Vessel is still in dry-dock and the Buyer shall be obliged to take delivery
in accordance with Clause 3, whether the Vessel is in dry-dock or not and
irrespective of Clause 5 a).


*                                         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.


7.                                      Spares/bunkers, etc.


The Vessel shall be delivered with everything
belonging to her [as of the date of this contract] [as when inspected] whether
on board, on shore, and on order; broached and un-broached stores, provisions,
spare parts and equipment; all radio installation including but not limiting to
wireless equipment / VHF / Sat-corn; all navigational equipment including
but not limiting to loading computer and software and all PC’s but including
scanners, printers and keyboards and one spare anchor [and one spare propellor]
aboard.  There is no spare tail shaft [or
propellor included].


Inventory list for main spares, equipment and stores
on board, ashore and on order shall be provided by the Seller to the Buyer
latest one (1) week after both parties have executed this Agreement.


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


 


5





















 


from the sale, as well as the following additional
items (including items on hire):  All acetylene, Argon, Freon and Oxygen bottles and the vessels Main
Server computer.


The Buyer shall take over remaining bunkers and
un-broached lubricating oils in sealed drums (hereinafter “bunkers”) and pay
the Seller for the bunkers at the Seller’s net acquisition cost (excluding
barging expenses) as documented and supported by copies of original invoices.  The Seller shall forward copies of bunker
invoices to the Buyer as soon as possible, latest one (1) week prior to the
expected delivery date.


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 delivery documents from the Seller herein listed
shall be made in favor of the Buyers and executed and delivered at the closing
[held at                ].


1)             Bill of Sale in form and substance
acceptable by the                
Register of Ships in four original counterparts executed by the Sellers duly
authorized representative, stating that the Vessel is free of all charters,
encumbrances, mortgages, maritime liens, taxes, claims and debts whatsoever.  A copy of the Vessel’s Certificate of Registry
will be attached to the Bill of Sale.


Sellers will provide a draft unsigned copy of the bill
of sale in advance marked for registration purpose only.


The sellers Power of Attorney and the Bill of Sale to
be signed by an attorney and thereafter legalised in a a manner acceptable to
the                
Register of Ships.


Note:  If the
Vessel will be not registered in either                
or                
the Seller will deliver a Bill of Sale in form and substance acceptable to flag
state where the Vessel will be registered.


2)             Notarized Sellers Board of Managers’
resolution authorizing the sale and transfer of the Vessel to the Buyers
pursuant to the MOA.


3)             A Certificate of Ownership and Encumbrance
of the Vessel issued by the                
government to be dated no more than one working day prior to the delivery
confirming that the Vessel is free from registered mortgages, registered
encumbrances and registered maritime liens.


4)             Certificate of Permission of Sale
issued by the                
Government dated not earlier than ten working days prior to the date of
delivery.


5)             A good standing certificate of the
Seller Issued by the                
Companies Registrar and dated not earlier than three working days prior to the
date of delivery.


6)             Class Maintenance Certificate in one original that shall
be dated not earlier than one working day prior to the date of delivery
confirming the Vessel’s class is maintained without condition/recommendation.  If ABS in Houston Texas cannot arrange to
have an original Class Maintenance Certificate dated one day prior to the
closing available in                ,
the Buyer will


 


6





















 


accept a
facsimile of the same satisfactory to the Bureau of Maritime Affairs to be
followed by the original provided by ASS to the Bureau of Maritime Affairs.


7)             Letter from the Seller dated the
date of delivery confirming that the Vessel is not blacklisted by any nation or
organization.


8)             A letter of confirmation from the
Seller dated the date of delivery confirming that the Vessel has not touched
bottom or suffered any underwater damages so as to affect her Class since the
Vessel underwent her last dry-docking until delivery.


9)             Commercial invoice in two originals
relating to the purchase and containing a description of the Vessel and
Purchase Price.


10)           Commercial invoice in two originals
relating to the quantities and unit cost of remaining unused lubricating oils.


11)           Protocol of Delivery and Acceptance


All above documents not in English are required to
have attached a certified English translation.


Photocopies of above documents as executed or in final
draft form to be furnished to the Buyers 14 working days in advance of the
Vessel’s delivery.


The delivery documents from the Buyer herein listed
shall be made in favor of the Seller and executed and delivered at closing.  Note:  Buyer’s documents need not be authenticated by
Apostille if they are signed in the United States of America.


1)             Notarized
Buyers’ Board of Directors resolution authorizing the purchase and acceptance
of the Vessel from the Sellers pursuant to the MOA authenticated by Apostille


2)             Notarized
Power of Attorney issued by the Buyer authorizing their named representative(s)
to effect the purchase and acceptance of the Vessel from the Seller pursuant to
the MOA authenticated by Apostille


At the time of delivery, the Seller shall supply the
Buyer with all drawings, manuals, log books, manufacturer’s certificates, test
certificates, instructions books, etc. that apply to the vessel and all her
machinery and equipment including all original plans in the Seller’s possession
on board and ashore including the stability booklet and the loading manuals.


All other technical documentation (Hereinafter
collectively referred to as “Documents”), of the Vessel in the Seller’s
possession shall be forwarded to the Buyer not later than five (5) working days
after the Vessel’s delivery date under this Agreement.


The cost of forwarding
the Documents is for the Buyer’s account.  The cost of duplicating all or part of the
Documents, should Seller require retaining part or all of it after the
delivery, is for the Seller’s account.


 


7





















 


9.                                      Encumbrances


The Sellers warrant that the Vessel, at the time of
delivery, is free from all charters, encumbrances, mortgages and maritime
liens, claims, taxes or any other debts 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 Seller’s risk and expense until she is delivered to the Buyer, but
subject to the terms and conditions of this Agreement she shall be delivered
and taken over in substantially the same condition as when inspected with all
machinery and equipment normal wear and tear not affecting class excepted, with
the class fully maintained, free of average damage affecting her class and free
of recommendations and conditions by class except as mentioned below with all
her classification, national, statutory and international certificates clean
and valid at the time of delivery, with continuous survey cycles clean and up
to date at the time of delivery including month of delivery.  [The Buyers accept that the vessel will be
delivered with condition of Class #020 High overhead discharge line].


The Seller shall leave all original classification,
national, statutory and international certificates on board at the time of
physical delivery unless these certificates are statutorily required to be
returned to the relevant authority in which case the Seller are obliged to take
copies and leave behind these copies of the certificates in question on board.  The Buyer also has the right to take copies of
the logbooks.


“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.


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.


 


8





















 


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 be 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 cancels this Agreement.


15.                               Buyers’ representatives


Once this Agreement has been signed and the Deposit has
been lodged, the Buyer have the right to place up to three representatives on
board the Vessel at any time from the earliest possible opportunity from
signing of MOA up until time of delivery for the purpose of familiarization
only and without interference with the operation of the Vessel.  If needed, reps are to be added to crew list
to avoid time consuming visas if this can be arranged.  However, for US ports visa is a problem as
cannot leave the reps and will need guards.  Third rep only to be permitted if the vessel
can accommodate 3 persons with facilities and meet its Safety Certificate
requirements.


The Buyer’s representatives shall be free to remain on
board the Vessel up to and including the delivery.


The Buyers’ representatives are to sign the Seller’s
usual P+I Letter of Indemnity, a copy of which is provided as per Exhibit I to
this Agreement.


The Buyer’s
representatives shall be allowed to conduct inventories with the assistance of
Seller’s crew prior to the delivery and shall be allowed access to all the
machineries and equipment of the vessel as well as access to all cargo tanks
and ballast tanks, as and when available, and shall be given free access to
communicate with the Buyer’s manager using the Vessel’s normal communication
equipment, the direct cost of usage of which shall be reimbursed by the Buyer
to the Seller at the time of delivery against receipt of Statement of Usage.


 


9





















 


16.                               Arbitration


Arbitration in London with the latest version of LMAA
rules to apply including the Small Claims Proceedure clause.  English Law to Govern this agreement.


 


 


	
  END OF
  MOA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  For the Sellers

  	
   

  	
  For the Buyers

  	
   

  
	
  By:

  	
   

  	
  By:

  	
   

  



 


10