Exhibit
10.1
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MEMORANDUM OF AGREEMENT
Dated:
27th November 2006
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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.
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"Crusader Vessel Limited
Partnership" hereinafter called the Sellers, have agreed to
sell, and "Bulk Crusader Inc." - B.V.I.
hereinafter
called the Buyers, have agreed to buy
Name:
M/V "CRUSADER"
Classification
Society/Class: Lloyd's Register of
Shipping
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Built:
1982
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By:
Ishikawajima Aioi, Japan
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Flag:
Panamanian
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Place of Registration:
Panama
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Call
Sign: HPHN
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Grt/Nrt: 22,091/12,213
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Register
Number: 8105739
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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
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1.
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Purchase Price USD 7,800,000 (United States
Dollars Seven Million Eight Hundred Thousand only) in
cash.
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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 banking days from the date of this
Agreement the signing of the Memorandum of
Agreement by both parties by telefax or e-mail. This
deposit shall be placed with Comerica Bank, Two Embarcadero
Center 300, San Francisco CA 9411 and held
under by them in a joint account of
for the Sellers and the Buyers, in the bank
designated by the Sellers, and shall to be released
to the Sellers' nominated account, in accordance
with joint written instructions of the Sellers and the Buyers,
as a part of the purchase price upon delivery of the
vessel.. Interest earned on the deposit,
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.
The
balance of the said Purchase Price shall be paid
in full free of bank charges to : ,Comerica Bank Two
Embarcadero Center 300, San Francisco CA 9411, ABA: 121137522,
Credit: PLM International, Inc., Acct: 1891533166, Swift Code:
MNBDUS33, against and upon presentation of the original or fax copy
of the protocol of on delivery and
acceptance of the Vessel, duly signed by the
Sellers' and the Buyers' authorized representatives, 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 .
This document
is a computer generated SALEFORM 1993 form printed by authority of
the Norwegian Shipbrokers' Association. Any insertion or deletion
to the form must be clearly visible. In the event of any
modification made to the pre-printed text of this document which is
not clearly visible, the text of the original approved document
shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a
result of discrepancies between the original approved document and
this computer generated document.
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a)*
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The Buyers
have inspected and accepted the Vessel's classification records.
The Buyers have also inspected the Vessel
at/in
on
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.
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b)*
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The Buyers
shall have the right to inspect the Vessel's classification records
and declare whether same are accepted or not
within
The Sellers
shall provide for inspection of the Vessel
at/in
The Buyers
shall undertake the inspection without undue delay to the Vessel.
Should the Buyers cause undue delay they shall compensate the
Sellers for the losses thereby incurred. The Buyers shall inspect
the Vessel without opening up and without cost to the Sellers.
During the inspection, the Vessel's deck and engine log books shall
be made available for examination by the Buyers. If the Vessel is
accepted after such inspection, the sale shall become outright and
definite, subject only to the terms and conditions of this
Agreement, provided the Sellers receive written notice of
acceptance from the Buyers within 72 hours after completion of such
inspection.
Should
notice of acceptance of the Vessel's classification records and of
the Vessel not be received by the Sellers as aforesaid, the deposit
together with interest earned shall be released immediately to the
Buyers, whereafter this Agreement shall be null and
void.
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*
4 a) and 4b) are
alternatives; delete whichever is not applicable. In the
absence of deletions, alternative 4a) to apply.
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5.
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Notices, time and place of
delivery
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a)
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The Sellers
shall keep the Buyers well informed of the Vessel's itinerary and
shall provide the Buyers with approximately 21, 14,
7, and 3 days notice
prior of the estimated deliver
date time of arrival at the intended place,
and 1 day definite notice of delivery date and place shall
be made. of drydocking/underwater
inspection/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.
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b)
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The Vessel
shall be delivered in the drydock in Turkey if Buyers elect
to carry out additions works otherwise alongside or and
taken over safely afloat at a safe and accessible berth
or Anchorage -at/in in the Sellers' option-,upon
completion of drydocking works.
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Expected time of delivery: 1
st January 2007 - 31 st January 2007 in
Sellers' option.
Date of cancelling (see Clauses 5
c), 6 b) (iii) and 14 ): 28 th
February in Buyers' option.
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c)
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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 48
hours 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
7 running days 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.
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If this
Agreement is maintained with the new cancelling date all other
terms and conditions hereof including those contained in Clauses
5 a) and 5c) 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.
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d)
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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.
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This document
is a computer generated SALEFORM 1993 form printed by authority of
the Norwegian Shipbrokers' Association. Any insertion or deletion
to the form must be clearly visible. In the event of any
modification made to the pre-printed text of this document which is
not clearly visible, the text of the original approved document
shall apply. BIMCO and the Norwegian Shipbrokers' Association
assume no responsibility for any toss, damage or expense as a
result of discrepancies between the original approved document and
this computer generated document.
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6.
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Drydocking/Divers
Inspection
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The
vessel will drydock in Turkey just prior to delivery of the vessel
to Buyers where she will pass special survey and drydock survey in
line with V.Ships specification which will be attached to the
Memorandum of Agreement ( as Appendix I).
If
Buyers elect not to carry out any works in drydock after Sellers
have completed their works, then Sellers will tender Notice of
Readiness and deliver the vessel to the Buyers in the dry-dock.
Buyers will be responsible for any extra costs/expenses that arise
from their works carried out in drydock. If Buyers elect no to
carry out any works then the Sellers will undock the vessel and
will tender Notice of Readiness and deliver the vessel to the
Buyers alongside or at a safe anchorage.
Cost of
docking/undocking shall be in all cases for Sellers'
account.
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a)**
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The Sellers
shall place the Vessel in drydock at the port of delivery 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 — at
the — Sellers' expense to the satisfaction of the
Classification Society without condition/recommendation*.
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b)**
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(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
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(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 dry docking
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 drvdocking 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.
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c)
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If the
Vessel is drvdocked pursuant to Clause 6 a) or 6 b) above
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(i) the Classification
Society may require survey of the tailshaft system, the extent of
the survey being to the satisfaction of the
Classification surveyor. If such survey is not required by the
Classification Society, the Buyers shall have the right to require
the tailshaft to be drawn and surveyed by the
Classific
