DRAFT OF BUYERS OPENING OFFER FOR DEMOLITION
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                  DRAFT OF BUYERS' OPENING OFFER
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FROM BUYERS: _______________________________

TO         : FRANK SHIPBROKERS LTDA - RIO DE JANEIRO
            (VIA BUYERS' BROKER)

PLACE/DATE : _______________________________
 

RE: M/V ________________________________ - OPENING BUYERS' OFFER
 

DEAR SIRS,

WE HAVE RECEIVED FROM YOU, VIA OUR DIRECT (BUYERS') BROKER THE
INFORMATIONS/DETAILS ON ABOVE VESSEL, AND HEREBY AUTHORIZE YOU
TO OFFER FIRM AS FOLLOWS, FOR SELLERS' REPLY LATEST 2 BANKING
DAYS AFTER YOU RECEIVE THIS MESSAGE:
 

BUYERS' NAME        :
BUYERS' CITY/COUNTRY:

BUYERS' BACKGROUND  :

 - ESTABLISHED SINCE: _________________

 - MAIN ACTIVITIES  : __________________________________________

 - BANK REFERENCES  : __________________________________________
  (name/city/phone)
 

 - LAST SHIPS PURCHASED / PAID / TAKEN DELIVERY FOR DEMOLITION
________________________________________________________________
    SHIP        TYPE        TDW       BUILT      DATE PURCHASED
 
 

________________________________________________________________

DETAILS OF OFFER
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1) SHIP NAME/BASIC DETAILS: ____________________________________

   _____________________________________________________________

   SUBJECT WE, BUYERS RECEIVING ADDITIONAL INFORMATION ON: _____

   _____________________________________________________________
 
 

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2) PRICE : US$ ____.___/ LT LDT (________________________ UNITED
           STATES DOLLARS AND _____________ CENTS PER LONG TON
           LIGHTWEIGHT) FREE OF PERMANENT BALLAST.

          (NOTE: FRANK SHIPBROKERS LTDA HAS OUR (BUYERS') AUTHORI-
           ZATION TO IMPROOVE ABOVE OFFER BY MAX US$ __.__/LT LDT)
 

3) FORM OF PAYMENT (DELETE/CROSS OUT WHERE NOT APPLICABLE)
                   (IF NONE DELETED, THEN CASH DEAL TO APPLY ONLY)

   A. CASH DEAL.

   WITHIN __ BANKING DAYS AFTER THE DATE THAT THE MUTUALLY AGREED
   M.O.A. HAS BEEN SIGNED BY SELLERS AND FAXED TO THE BUYERS,
   BUYERS SHALL LODGE 10% (TEN PERCENT) OF THE AGREED TOTAL PRICE
   OF THE VESSEL INTO A SELLERS AND BUYERS INTEREST BEARING JOINT
   ACCOUNT AT SELLERS' BANK, WHICH DETAILS ARE TO BE INFORMED
   TO THE BUYERS PRIOR SELLERS SIGNING THE M.O.A.
   SAID DEPOSIT TO BE RELEASED TO SELLERS ON DELIVERY OF THE
   VESSEL TOGETHER WITH BUYERS' PAYMENT TO SELLERS OF THE BALANCE
   OF THE TOTAL PURCHASE PRICE.
 
  (NOTE: IF BUYERS FAIL TO FULLFILL THE BOX OF DAYS ABOVE IT WILL
   BE CONSIDERED AUTOMATICALLY AS BEING '3 (THREE)' BANKING DAYS)
 

   B. LETTER OF CREDIT DEAL.

   WITHIN __ BANKING DAYS AFTER THE DATE THAT THE MUTUALLY AGREED
   M.O.A. HAS BEEN SIGNED BY SELLERS AND FAXED TO THE BUYERS,
   BUYERS SHALL PROVIDE FOR THE OPENING OF AN IRREVOCABLE LETTER
   OF CREDIT IN AMOUNT OF THE TOTAL PURCHASE PRICE OF THE VESSEL,
   BY BUYERS' BANK: _____________________________________________
   SAID LETTER OF CREDIT WILL BE CONFIRMED BY FOLLOWING BANK IN
   LONDON: ______________________________________________________

   THE LETTER OF CREDIT IS TO BE CLOSED AT SIGHT OF DELIVERY
   DOCUMENTS.

4) INSPECTIONS: BUYERS WAIVE INSPECTIONS OF THE VESSEL, THUS THE
   SALE IS COMPLETELY OUTRIGHT AND ON 'AS IS' BASIS.  HOWEVER
   ONCE M.O.A. SIGNED AND DEPOSIT LODGED (OR LETTER OF CREDIT
   ESTABLISHED) BUYERS HAVE THE RIGHT TO VISIT THE VESSEL AT ANY
   PORT WITHOUT DELAYING THE VESSEL'S SCHEDULE OR INTERFERING
   WITH OWNERS OPERATION.

5) THE VESSEL IS TO BE DELIVERED AT THE PORT OF: ________________
   WITHIN FOLLOWING DATES: ___________________ , WITH EXACT DATE
   IN SELLERS' OPTION, AND CANCELLING DATE TO BE ________________
   WITH EXTENSIONS THEREOF EXCLUSIVELY IN BUYERS' OPTION.

6) DRYDOCKING: NO DRYDOCKING TO APPLY

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7) CONDITION OF DELIVERY (TICK BOX)

   ___ A. ARRIVAL BY OWN MEANS AT ANCHOR ROADS OF DELIVERY PORT.

   ___ B. ARRIVAL UNDER TOW AT ANCHOR ROADS OF DELIVERY PORT.

   ___ C. BEACHING AT DELIVERY PORT IS REQUIRED, AND WE HAVE
          INFORMED FURTHER DETAILS ON CLAUSE 8 HERETO.

   ___ D. NO REMOVALS EXCEPT WHERE MUTUALLY AGREED. ITEMS TO
          BE REMOVED TO BE DECLARED BY SELLERS ON FIRST COUNTER.

   ___ E. ANY CARGO TANKS TO BE DELIVERED GASFREE FOR MEN ENTRY.
          (APPLIES ONLY IN CASE OF TANKERS).

   ___ F. ANY CARGO TANKS TO BE DELIVERED GASFREE FOR FIRE WORKS.
          (APPLIES ONLY IN CASE OF TANKERS).

   ___ G. VESSEL TO BE DELIVERED FREE OF FIRE DAMAGES AND OF
          LEAKAGES TO HER HULL.

   ___ H. ALL ON DELIVERY REMAINING ON BOARD BUNKERS/LUBOILS/
          STORES/PROVISIONS TO BE INCLUDED IN THE SALE PRICE,
          WITH NO EXTRA PAYMENT FROM BUYERS TO SELLERS.

   ___ I.
 

8) BUYERS' SPECIAL CLAUSE (MENTION DETAILS CLEARLY)
 
 
 
 

9) COMMISSIONS PAYABLE BY THE SELLERS: ON DELIVERY OF THE VESSEL,
   FOLLOWING COMMISSIONS SHALL BE PAID TO THE BROKERS:

  (IF NOTHING MENTIONED PRIOR THIS OFFER ARRIVING CLARK SHIPPING
   S.A., THE ONLY COMMISSION PAYABLE BY THE SELLERS WILL BE THE
   ONE REFERRING TO FRANK SHIPBROKERS AND SAME WILL NOT BE SUBDIVI-
   DED WITH BUYERS' BROKER)

   ___ % (             PERCENT) TO

   (ABOVE PERCENTAGE DOES NOT INCLUDE CLARK SHIPPING S.A.)

10) OTHERWISE THIS OFFER IS SUBJECT TO SALE FORM NSF 1987 WITH
    ARBITRATION IN LONDON, UNDER ENGLISH LAW, AND OTHER MINOR
    DETAILS SUCH AS SCOPE OF DOCUMENTATION, TO BE MUTUALLY AGREED
    PRIOR SELLERS SIGNING THE M.O.A.

BUYERS' REPRESENTATIVE NAME/SIGNATURE: ___________________________
                                         (                    )