MEMORANDUM OF AGREEMENT
Dated: September 20, 2005
TANKER CORPORATION, MAJURO, XXXXXXXX ISLANDS,
hereinafter called the Seller, have agreed to sell and XXX TANKER
CORPORATION, MAJURO, XXXXXXXX ISLANDS, hereinafter called the Buyer,
have agreed to purchase M/T OVERSEAS XXX (the “Vessel”)
Built: August 2001
by: Hyundai Heavy Industries Co., Ltd., Ulsan, So. Korea
Flag: Xxxxxxxx Islands
Registration: Majuro, Xxxxxxxx Islands
Call sign. V7CV6
tonnage: GRT: 157,883; NRT: 109,555
number: IMO #9217979
The Purchase Price for the
Vessel shall consist of common shares of Double Hull Tankers, Inc. (“DHT”)
and cash in the amounts set forth below, and shall be payable in accordance
with Clause 3.
A. The number of common shares
of DHT that will comprise the Purchase Price shall be determined by:
1. multiplying the initial public offering price
per share of DHT common stock (without deduction for underwriters’ discounts or
fees) by the number of shares of DHT common stock that are issued to OSG
International, Inc. in connection with the purchase of the seven vessels
that will comprise DHT’s initial fleet;
2. multiplying the result by the percentage that
corresponds to the Vessel below:
3. dividing the result by the initial public
offering price per share of DHT common stock (without deduction for
underwriters’ discounts or fees).
B. The amount of cash that will
comprise the Purchase Price shall be determined by:
the initial public offering price per share of DHT common stock (without deduction for underwriters’
discounts or fees) by the number of shares of DHT common stock that are
sold to the public in the underwritten public offering (which, for the
avoidance of doubt, excludes any shares issued to OSG International, Inc.)
to obtain the “Gross IPO Proceeds” and then adding $236,000,000 to the Gross
IPO Proceeds to obtain the “Gross Proceeds”;
from the Gross Proceeds: (i) the product of the Gross IPO Proceeds and 6%,
(ii) all fees paid by DHT to The Royal Bank of Scotland in connection with
its entering into its $401 million secured credit facility and (iii) the
estimated total expenses of issuance and distribution found under the caption “Other
Expenses of Issuance and Distribution” in the final prospectus related to the
initial public offering of shares of DHT common stock to obtain “Net Proceeds”;
Net Proceeds by the percentage that corresponds to the Vessel in the table in
Section 1.A.2 above.
the correct fulfillment of this contract has been waived.
for those delivery documents required to be delivered by Seller to Buyer in
accordance with this MOA, Buyer shall deliver to Seller (i) the cash
portion of the Purchase Price, to be paid on the Delivery Date (as defined
below), net of any bank charges by wire transfer from Buyer’s bank or its
correspondent bank in New York City, United States to Seller’s nominated bank
account in New York City, and confirmed by Seller’s nominated bank to have been
received, and (ii) the portion of the Purchase Price paid in DHT shares,
to be transferred on the Delivery Date (as defined below) into Seller’s
nominated custody account and confirmed to have been received.
The closing of
the delivery of, and transfer of title to, the Vessel by the Seller to the Buyer
shall take place at a place designated by OSG Ship Management, Inc. At such closing the Seller shall deliver to
the Buyer the documents in accordance with Clause 16.
The Buyer has
inspected the Vessel and its class records between April and June, 2005
and has accepted the Vessel and such class records. This sale is therefore outright and subject
only the terms and conditions of this MOA incorporating the terms set forth herein
and not subject to any subsequent or additional inspections of the Vessel or
her records by the Buyer.
and time of delivery
shall be delivered and taken over safely afloat, at sea or at a safe port, at a
safe berth, safely alongside or at a safe and readily accessible anchorage of
anywhere in the Atlantic, Pacific or Indian Ocean(s), or Arabian, Caribbean,
Mediterranean or Red Sea(s) or any connecting bodies of water or the islands
thereof, within Institute Warranty Limits, all in the Seller’s option, on the
date of the closing of DHT’s initial public offering (the “Delivery Date”)
after payment is received by the Seller and confirmed to be received in
accordance with Clause 3.
shall keep the Buyer informed about the Vessel’s schedule and the Vessel
is to be delivered to the Buyer wherever the Vessel may be at the designated
time and date of closing.
Should the Vessel
become a total or constructive total loss before delivery this contract shall
be considered null and void.
No predelivery drydocking as
per NSF 1987.
shall deliver the Vessel to the Buyer with everything belonging to her, unless
excluded herein, on board, including broached/unbroached stores and with all
spare parts and spare equipment including a spare anchor, a spare tail-end
shaft or a spare propeller, if any.
Forwarding charges, if any, shall be for the Buyer’s account. The Seller is not required to replace spare
parts, including spare tail-end shaft, spare propeller or a spare anchor, if
any, which are taken out of spare and used as replacement prior to delivery,
but the replaced items shall be the property of the Buyer. The wireless station/equipment and all
navigational aids/equipment on board the Vessel, and the above items, shall be
included in the sale without any extra cost to the Buyer. The Seller has the right to take ashore
crockery, plate, cutlery, linen and other articles bearing the Seller’s flag or
name, provided they replace same with similar unmarked items. Library, forms, etc., exclusively for use in
the vessels of the Seller, its parent or affiliates, shall be excluded without
compensation. Personal belongings of
master, officers and crew including slop chest to be excluded from the sale
without compensation, as well as the additional items as per exclusions in
shall not be required to pay for bunkers or lubricating oils and greases remaining
onboard at the time of delivery, but the quantities of IFO and MDO/MGO and
lubricating oils and greases at the time of delivery shall be recorded.
Exclusions List as per Clause 18 are the only ones other than the personal
effects of master, officers and crew and victualling (provisions) and leased
gas bottles/cylinders which are excluded from the sale.
for payment of the Purchase Price, the Seller shall, on the Delivery Date, furnish
the Buyer with the documents specified in Clause 17(A) of this
shall, on the Delivery Date, leave to the Buyer all classification
certificates, not required to be returned to any Authority, as well as all
plans etc. which are onboard the Vessel.
Other technical documentation which may be in the Seller’s possession
shall promptly upon the Buyer’s instructions be forwarded to the Buyer. The Seller may keep the log books kept up to
the time of delivery, but the Buyer has the right to take copies of same at its
warrants that the Vessel, at the time of delivery, is free from all
encumbrances, mortgages, and maritime liens or any other debts whatsoever. However, the Vessel may be on a charter (voyage
or time), and delivery shall not affect the performance of such charter. Should any claims which have been incurred
prior to the time of delivery be made against the Vessel, the Seller hereby
undertakes to indemnify the Buyer against all consequence of such claims.
fees and expenses connected with the purchase and registration under the Buyer’s
flag shall be for the Buyer’s account, whereas similar charges connected with
the closing of the Seller’s register shall be for the Seller’s account.
with everything belonging to her, shall be at the Seller’s risk and expense
until she is delivered to the Buyer on the Delivery Date. Subject to the terms of this contract, she
shall be delivered and taken over as she is at the time of inspection, fair
wear and tear excepted. The Vessel shall
be delivered with her present class maintained, free of recommendations, and
the Vessel’s continuous survey cycles of machinery are to be clean and
up-to-date. All trading,
national/international certificates shall be valid and unextended on the
Date. The Seller shall notify the Classification
Society of any matters coming to their knowledge prior to delivery which upon
being reported to the Classification Society would lead to the withdrawal of
the Vessel’s class or to the imposition of a recommendation relating to her
class. If a recommendation is issued by Class prior
to the Vessel’s delivery, the Seller will make arrangements to have the
recommendation cleared at their time and expense in accordance with the Class recommendation
that was issued.
Purchase Price not be paid on the Delivery Date, the Seller has the right to
cancel this contract.
If the Seller
fails to execute a legal transfer or to deliver the Vessel with everything
belonging to her (unless excluded herein) on the Delivery Date, the Buyer shall
have the right to cancel this contract.
If any dispute
should arise in connection with the interpretation and fulfillment of this
contract, same shall be decided by arbitration in the city of New York, New
York and shall be referred to a single Arbitrator to be appointed by the
parties hereto. If the parties cannot
agree upon the appointment of the single Arbitrator, the dispute shall be
settled by three Arbitrators, each party appointing one Arbitrator, the third
being appointed by the two Arbitrators already chosen unless they fail to agree
or refuse to appoint a third Arbitrator in which case The Society of Maritime
Arbitrators in New York City shall select the third Arbitrator.
If either of
the appointed Arbitrators refuses or is incapable of acting, the party who
appointed him, shall appoint a new Arbitrator in his place.
If one of the
parties fails to appoint an Arbitrator — either originally or by way of
substitution — for two weeks after the other party having appointed his
Arbitrator has sent the party making default notice by mail, cable or telex to
make the appointment, the party appointing the third Arbitrator shall, after
application from the party having appointed his Arbitrator, also appoint an
Arbitrator on behalf of the party making default.
rendered by the Arbitrators shall be final and binding upon the parties and
judgment on the award may be entered in any court of competent
jurisdiction. The Arbitrators shall
determine which party shall bear the expense of the arbitration or the
proportion of such expense that each party shall bear. The Arbitrators shall be commercial men
conversant with shipping matters. To the
extent not otherwise set forth in this Contract or agreed by the parties, the rule of
the Society of Maritime Arbitrators, Inc. shall apply.
shall be governed by the law of the State of New York.
The closing of the delivery
of, and transfer of title to, the Vessel by the Seller to the Buyer shall take
place on the Delivery Date after payment is received by Seller and is confirmed
to be received in accordance with Clause 3, at a place designated by OSG Ship
Management, Inc. The Seller's obligation to sell the Vessel and the
Buyer's obligation to purchase the Vessel shall be conditioned upon delivery of
(i) a time charter agreement and related charter framework agreement as
described in the prospectus related to the initial public offering of shares of
DHT by each of the parties thereto and (ii) a final underwriting agreement
related to the initial public offering of shares of DHT by each of Overseas
Shipholding Group, Inc., DHT and the underwriters party thereto.
The Seller shall keep the Buyer
informed about the Vessel’s schedule.
At such closing:
A. Seller shall deliver to Buyer the following documents:
1. Original notarized xxxx of sale in
triplicate, in proper form for recording with the Xxxxxxxx Islands
authorities, transferring title to the vessel and everything belonging to her
(unless excluded herein) to
the Buyer free from all debts, claims,
encumbrances, mortgages, and maritime liens and warranting such title.
2. Certificate of
ownership and encumbrance issued by the Xxxxxxxx Islands authorities dated on the
Delivery Date evidencing ownership of the vessel by the Seller free and clear
from all liens and encumbrances of record.
3. Permission from the
Xxxxxxxx Islands authorities to transfer the Vessel to the Buyer for
re-registration under Xxxxxxxx Islands flag.
4. Copies of Seller’s Articles
of Incorporation and By-laws and an incumbency certificate of the Seller.
5. Certificate of Good
6. Notarized copies of
resolutions of the board of directors and shareholders of Seller authorizing
the sale of the Vessel to the Buyer on the terms set forth in this MOA and the
appointment of the Seller’s attorneys-in-fact.
7. A notarized power
of attorney authorizing the officers and attorneys-in-fact of the Seller to
execute and deliver all documents relevant to the sale and delivery of the Vessel,
including the xxxx of sale for the Vessel.
8. A confirmation of
class certificate from Lloyd’s Register issued not earlier than three (3) business
days prior to the Delivery Date, confirming that the Vessel is in class with
certificates valid as onboard.
instructions directing the master to record the change of ownership in the Vessel’s
logbook at the time of delivery.
10. Commercial invoice in
triplicate giving main particulars of the Vessel.
11. A copy of the Vessel’s
international/national, class and trading certificates as follows:
pollution (IOPP) certificate
SMC issued to the Vessel and doc as per the ISM code
ship security certificate
The Seller shall
email scanned copies of draft documents prior to intended date of delivery and the
Buyer shall provide comments on such draft documents. Seller also to provide reasonable additional
documentation required for re-registration provided same is communicated prior
to intended date of delivery.
B. The Buyer shall
deliver to the Seller:
1. Payment of the Purchase
Price as provided in Clauses 1 and 3 of this MOA.
2. A notarized power
of attorney authorizing the officers and attorneys-in-fact of the Buyer to
execute and deliver all documents relevant to the purchase of the Vessel,
including this MOA.
3. A notarized copy of
resolutions of the board of directors of the Buyer authorizing the purchase of
the Vessel from the Seller on the terms set forth in this MOA and authorizing
the execution and delivery of the MOA, and any other documents required in
C. Buyer and Seller shall
1. A protocol of
delivery and acceptance fixing the place, date and time of the transfer of
title to the Vessel.
Included and Excluded Items
shall be delivered with everything belonging to her as on board, unless
excluded herein, including broached/unbroached stores and with all spare parts
and spare equipment, wireless station/equipment and all navigational
aids/equipment on board the Vessel. There
is nothing ashore that belongs to the Vessel.
items shall be included in the sale without any extra cost to the Buyer. All spares shall be treated as per clause
seven (7) of the NSF 1987.
and MDO/MGO) and lubricating oils and greases remaining on board at the time of
delivery are excluded from sale without compensation and remain the property of
the Seller, who may transfer ownership of same to affiliates at or subsequent
to delivery. Sale to exclude without
compensation the personal effects of master, officers and crew.
listed below are the only ones other than the personal effects of master, officers
and crew, victualling (provisions) and leased gas bottles/cylinders which are
excluded from the sale.
items are excluded from the sale without compensation and remain the property
of the Seller, and the Seller may transfer ownership of same to affiliates at
or subsequent to delivery. These items
may remain on board at the sole discretion of and for the use and convenience
of the Seller or its affiliate(s) (as the case may be) and may be removed at
any time after delivery at the expense of such party.
1. All onboard log
books up to the time and date of delivery for deck, engine and radio with the Buyer’s
right to photocopy these logs at its own expense.
2. Seller’s company
forms, documents / stationery and all correspondence and company manuals.
3. All ISPS, ISM and
quality documentation and correspondence.
4. Vessel’s Rydex
communications e-mail system and server.
5. Training video
6. Oxygen / acetylene
/ freon / nitrogen / argon cylinders / bottles.
library / walport videos.
slopchest/bonded stores; personal effects of master, officers and crew.
9. Personal hand-held
10. Personal cell phones.
11. Contents of master’s safe.
12. Arms / ammunition.
13. Works of art, originals,
copies, prints, statues.
14. Safety clothing / hats or
other shirts/hats with logo of OSG and/or the Seller, otherwise unmarked items
15. Certificates/documents to
be returned to authorities.
16. Seagull training software.
17. All Seller’s non-class
computer software and server.
digital chart updates system software.
19. Any rented or leased or
third party’s equipment are excluded from the sale of the Vessel whether or not
removed from the Vessel prior to delivery.
required to be given in accordance with this MOA shall be in writing, by email
or fax and shall be addressed as follows:
To the Seller:
Xxxxxx, Xxx Xxxx, XX 00000
Tele: 212 –
578 – 1807
Fax: 212 –
251 – 1139
To the Buyer:
Representations or Warranties
EXPRESSLY SET FORTH IN THIS CONTRACT, SELLER MAKES NO WARRANTY AND NONE SHALL
BE IMPLIED AS TO THE DESCRIPTION OR CONDITION OF THE VESSEL OR ITS FITNESS OR
ELIGIBILITY FOR A PARTICULAR TRADE, REGISTRY OR PURPOSE, THE VESSEL’S PERFORMANCE,
MERCHANTABILITY, INSURABILITY OR SEAWORTHINESS OR ITS COMPLIANCE WITH NATIONAL
OR INTERNATIONAL CODES, CONVENTIONS, LAWS OR REGULATIONS.
If the Seller shall
be unable to deliver the Vessel or the Buyer shall be unable to accept delivery
of the Vessel due to outbreak of war, restraint of government, princes or
people or other reasons that may be brought about by force majeure, the Seller or
the Buyer may terminate this contract without any liability upon either party.
or any interest herein may not be assigned by either party without the prior
written consent of the other. Any
assignment by either of the parties hereto in violation of the foregoing
sentence shall be void. This contract
may not be modified in any respect except in writing signed by both parties and
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns.
hereto agree that the price, terms, and conditions of this contract will not be
disclosed until it may be otherwise mutually agreed, unless such disclosure is
required to be made in order to comply with any law, regulation, order or
process binding on either of the parties or their respective parents,
subsidiaries, agents, directors, officers or legal or accounting advisors.
For the Seller
For the Buyer
1320 TANKER CORPORATION
XXX TANKER CORPORATION
/s/ Xxxxx X. Xxxxx
/s/ Ole Xxxxx Xxxxxx
Xxxxx X. Xxxxx
Ole Xxxxx Xxxxxx
Senior Vice President and Treasurer
Chief Executive Officer