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  • Umbrella Agreement - Scan

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    Takis Rappas
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    contract

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    contract

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    20 Ansichten6 Seiten

    Umbrella Agreement - Scan

    Hochgeladen von

    Takis Rappas
    contract

    Copyright:

    © All Rights Reserved
    Als DOC, PDF herunterladen oder online auf Scribd lesen
    Markieren Sie unangemessene Inhalte
    von 6
    DATED 14" September 2006 BETWEEN: FAIRPOINT NAVIGATION LTD STARPOINT NAVIGATION LTD YELLOWBLUE SHIPPING LIMITED, (othe BUYERS LHYUNDAL HEAVY INDUSTRIES CO.,LTD. (te BUILDER’ UMBRELLA AGREEMENT INDEX Interpretation nnn Series Prot nnn Minor Ch ng nnn efit Fall enn Maden Rejection No Waiver. Applicable Law and Juristiton cnn ‘THIS AGREEMENT is nade the [1 dy of September 2006 BETWEEN: (1) FAIRPOINT NAVIGATION LIMITED, STARPOINT NAVIGATION LIMITED and ‘YELLOWBLUE SHIPPING LIMITED, all companies incorporated inthe Republic of the Marshall Islands and having their prineipal place of business, and represented 10-12 Kifssias Avenue, 15128 Amnarousion, Athens, Greece ap buyers ("ach such company ingividually "BUYER" and topeter"the BUYERS") af the one part and @) HYUNDAI HEAVY INDUSTRIES CO.,LTD. (‘the BUILDER” ofthe second pan, WHEREAS: (A) By te shipbuilding contracts (of even date herewith (ach a "Shipbuilding Contract” and together "the Shipbulding Conta") the BUILDER have agreed to design, bul, launch, ‘yup and complete, and to sell and deliver to the BUYER, andthe BUYER has agreed purchase and following conclusion of sucessful tril, take delivery of series of three 3) 518,000 DWT (ogeter "he VESSELS" and individually "a VESSEL") upon the terms and ‘onions more particle set oat therein (©) The Shipbuilding Contr an th respective Delivery Dates of he VESSELS, (n each ease asset out in Arle [VIL I ofthe relevant Shipbuilding Cotas) are as fellows: ‘BUYER: VESSEL MULL SHIPBUILDING DELIVERY NO: NO: CONTRACT DATE No: FAIRPOINT NAVIGATION Af anc ' on or before LIMITED (October 8, 2009 STARPOINT NAVIGATION 2 ows 2 conor before LisiteD Sanuary 5, 2010 YELLOWBLUE SHIPPING 37 3 ‘on or before Api LsiTeD 22,2010 and for the purposes of this Agreement the Vessel Numbers, and Shipbuilding Contact ‘Numbers shal Rave such meanings and the expressions "Subsequent Vessel” or "Subsequent Shipbuilding Contact shall in this Aproment mean any VESSEL oF Shipbuilding Conract tearing higher number than tht in eatin o which the expressions wd (©) The pais have agred to enter ito this agreement for this purpose of regulating certain mater concerning te constuction and delivery ofthe VESSELS, the interpretation of the ‘Shipbuilding Contacts and the excise and performance by th pars of tel hts and obligations thereunder. IT IS HEREBY AGREED AS FOLLOWS: 1 Interpretation 1.1 Words and phrases defined in the Shipbuilding Contacts shall, save as oterwise provided een, have 50 fra the context pris, the same manag ia this agreement 12 The provisions of Anicls XIV, XVI, XIX and XX ofthe Shipbuilding Consacts shall be deere to be incorporated inthis Aetmen asf se oun al hein, 2 2 23 2 26 thee is ay confit btwcen the provisions of this Agreement and thos ofthe Shipbuilding Contacts, of any ofthe his Agreement shall over Series Production ‘The VESSELS will bo bul series andthe BUILDER expresty acknowledges and aerss thatthe intent ofthe Shipbuilding Contact that, save ws otherse expressly agen by the BUYERS, the BUILDER shal bil and deliver the VESSELS tothe BUYERS aes sris of Sst ships in all mater respets decal o each oer, and ngroet we their es effort 10 schive that rel YESSEL No.1 will be bul by the BUILDERS as tall No, 2002 in accordance with the ‘rovisons of Shipbuiing Contract No.) and plans and drawings will be suited by the BUILDER wo FAIRPOINT NAVIGATION LIMITED (YFAIRPOINT") in accordance with ‘Artcle IV Clause 4 of Shipbuilding Contact No.1, and approved by FAIRPOINT ss provided teria. Subject 10 approval by FAIRPOINT and relation of any conflict beoncen the BUILDER and FAIRPOINT of any conic so such plans and drawings in scordance with Article XIV of Shipbuiling Contact No.1, such plans and deawings wil be used To each of the other VESSELS and forthe purpose of each ofthe other Shipbuilding Contracts sal be deemed to have been submited bythe BUILDER and apeoved bythe relevant BUYER. The detailed desig and construction drawings for VESSEL No. shal be used for all of he subsequent VESSELS, subject alms 40 minor modifications made withthe relevant [BUYER'S consent pursuant to Arisl V Causes tor 2 ofeach Shipbiing Contrast, [Notwithstanding the provisions of Clause 2.2 above, in. the event of aleations oF ‘modifications othe Specifications a provided in Artie V ofthe Shipbuilding Contacts such ‘hat any ofthe VESSELS may die rom VESSEL No.l the provisions of Artie V of he relevant Shipbuilding Contract shall apply and such plans and renga shall be appropriate by reason of sich alteration or modification shall be submited t, and approved bY, the relevant BUYER in accordance withthe relevint Shipbuiding Contactor Shipbuiing Contracts PROVIDED that wher such alerations oe modifeations are ageed in espe of any ‘VESSEL thy shal be deemed to have been agred in respect of al subsequent VESSELS and save a fo Delivery Dae, the aerations inthe Contact Price, and other terms ad onder ‘ofthe relevant Shipbuilding Contact and Specifications shal be dered to have Been aed in reapet of all sich subsequent VESSELS. The Delivery Date ofall sich soboxquent \VESSELS shal bo altered ss may be neces in view of such afertions or modifications and agrest by the relevant BUYERS, but the BUILDER will endeavour to minimise any Postponement ofthe Delivery Dates et out in Rectal B otis agreement. ‘The BUILDER agres thatthe Supplies chosen fr VESSEL No. fom the Makes Lista ‘espec of anyeaapory of tems and materia a provided in Artic I Clase 5 of Shipbuilding (Contract No. wil be chosen by te BUILDER in expect of each of the oer VESSELS ‘The BUILDER in selecting suppliers of all materials and equipment not on the Makers List will do so in such a manner as, so far as possible, to maximise the ‘uniformity of the materials and equipment ofall of the VESSELS with a view to ‘simplifying the BUYERS’ maintenance and repairs to the VESSELS and maximising the interchangeaility of spare pas berween the VESSELS. vvoront 2 27 au a sa 61 u The BUYER shall keep the same supervision team for all the technical matters Including, but not limited to, drawing approval and constuction supervision of the VESSELS until the delivery of the VESSELS even though the Contracts) for any ‘VESSEL or the VESSELS (are) novated to the third party by the BUYER before

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