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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 14, 1997
MARITRANS INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-9063 51-0343903 (I.R.S. Employer
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(Commission File No.) Identification No.)
One Logan Square, 26th Floor, Philadelphia, Pennsylvania 19103
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(Address of Principal Executive Offices) (Zip Code)
(215) 864-1200
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(Registrant's Telephone Number , Including Area Code)
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Maritrans Inc.
Index
Page Number
Item 2. Acquisition of Assets.............................1
Item 7. Exhibits..........................................2
Signature...........................................................3
Exhibit Index.......................................................4
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ITEM 2. ACQUISITION OF ASSETS.
On July 25, 1997, Maritrans Inc. ("Maritrans") announced the signing of
agreements to purchase six marine vessels from subsidiaries of Sun Company,
Inc. ("Sun"). The purchase was completed by subsidiaries of Maritrans on
October 14, 1997 for a total of $30.9 million. This purchase price was
determined in an arms length transaction between Maritrans and Sun.
Maritrans funded the acquisition from available cash and cash equivalents.
Maritrans' acquisitions of the six vessels from Sun consisted of the
following:
The MT New York Sun, a 34,000 deadweight ton ("dwt") petroleum tanker
that was on charter to the Military Sealift Command and will remain so
in accordance with the terms of the charter. The vessel has been
renamed the Allegiance. This transaction represents the acquisition of
Sun's business with the Military Sealift Command, which is below the
level of significance requiring audited financial statements of the
predecessor company.
The MT Philadelphia Sun, also a 34,000 dwt petroleum tanker, which had
been utilized by Sun in its own service. This vessel has been renamed
the Perseverance. Maritrans and Sun have entered into an agreement
whereby Maritrans will charter the Perseverance to Sun for use in its
lube oil trade.
The tug Puerto Rico Sun and the barge Borinquen Sun and the tug
Seminole Sun and the barge Caribe Sun, two tug and barge units which
had been utilized by Sun in its Puerto Rico operations. These vessels
will be renamed the Republic/Maritrans 61 and the
Declaration/Maritrans 75, respectively. Maritrans and Sun have entered
into agreements whereby Maritrans will charter these vessels to Sun
for use in Sun's Puerto Rico operations.
In 1996, Sun accounted for approximately 20% of Maritrans' revenues. No
officers or directors of Maritrans or Sun serve as officers or directors of
the other company.
1
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Item 7. EXHIBITS
No. 2.1 - Plan of Acquisition
Memorandums of Agreement:
No. 2.1a- Memorandum of Agreement - MT New York Sun.
No. 2.1b- Memorandum of Agreement - MT Philadelphia Sun.
No. 2.1c- Memorandum of Agreement - Tug Puerto Rico Sun, Tug Seminole
Sun, Barge Caribe Sun and Barge
Borinquen Sun.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania on October 27, 1997.
Maritrans Inc.
By:
/s/ Walter T. Bromfield
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Walter T. Bromfield
Controller and Treasurer
3
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EXHIBIT INDEX
Exhibit Page Number
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2.1 Plan of Acquisition
Memorandums of Agreement:
2.1a Memorandum of Agreement - MT New York Sun. 5-15
2.1b Memorandum of Agreement - MT Philadelphia Sun. 16-26
2.1c Memorandum of Agreement - Tug Puerto Rico Sun, Tug Seminole 27-56
Sun, Barge Caribe Sun and Barge
Borinquen Sun.
4
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MEMORANDUM OF AGREEMENT
FOR AND IN CONSIDERATION of the mutual benefits accruing and expected
to accrue hereunder, New York Sun Shipping Company, Inc., a Delaware
corporation, (hereinafter called the "Seller") hereby agrees to sell, and
Maritrans Inc., a Delaware corporation, or a subsidiary designated by it
(hereinafter called the "Buyer") hereby agrees to purchase, the MT New York Sun
( Official No. 628783 ) as more particularly described herein (hereinafter
referred to as the "Vessel"), subject to the following terms and conditions:
1. Vessels. The Vessel is a U.S. flag tanker built at Sun Shipbuilding
and Drydock Company, Chester, PA in 1980.
2. Price. The Total Purchase Price for the sale of the Vessel shall be
Eleven Million, Five Hundred Fifty Thousand Dollars, United States Currency
($11,550,000).
3. Deposit. As security for the correct fulfilment of this Memorandum
of Agreement ("MOA"), the Buyer shall deposit the amount of One Million, One
Hundred Fifty-Five Thousand United States Dollars ($1,155,000) equal to ten
percent (10) of the Total Purchase Price (the "Deposit") within three (3)
Philadelphia business days of Buyer's execution and delivery of this MOA. The
Deposit shall be delivered by wire transfer to CoreStates Bank, to an account
number to be designated by Seller, and held by said bank as a downpayment on the
Vessel. Interest shall accrue to the benefit of the Buyer and any fees charged
for holding the Deposit shall be borne by the Seller.
4. Closing. Closing for the sale of the Vessel from the Seller to the
Buyer shall take place on a normal business day on the date of delivery of the
Vessel as set forth in Paragraphs 7
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and 20 hereof. The Closing shall be held at a location to be mutually agreed
between Buyer and Seller.
5. Payment. Buyer agrees to pay Seller the total Purchase Price at the
Closing by:
a. Transfer of the $1,155,000 Deposit plus accrued interest thereon.
b. Wire transfer in immediately-available, same-day funds of an
amount equal to the balance of the Total Purchase Price remaining
after application of the Deposit and accrued interest.
both to CoreStates Bank, Account Name: Sun Transport, Inc., Account No.:
1221A6690, ABA No.: 031000011.
6. Inspections. Buyer has inspected the Vessel's American Bureau of
Shipping and U.S. Coast Guard records and, by execution of this MOA,
acknowledges its acceptance of same. The Seller provided an afloat inspection of
the Vessel. During such inspection, the Vessel's log books for engine and deck
and voyage abstract information were made available for Buyer's examination. At
Buyer's option, an underwater inspection will be completed prior to 31 August
1997. By execution of this MOA, Buyer acknowledges acceptance of the Vessel
subject only to completion of the underwater inspection at Buyer's discretion.
7. Place and Time of Delivery. The Vessel shall be delivered by Seller
and taken over by Buyer at a location safely afloat within the Vessel's normal
operating area as mutually agreed in order to minimize tax impact on both Buyer
and Seller, between September 30, 1997 and October 15, 1997. If Vessel is not
delivered by October 15, 1997, Buyer shall have the option to cancel this MOA,
which option shall be exercised within seventy-two (72) hours thereof.
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8. Risk of Loss. Should the Vessel become a total or constructive total
loss or should the Vessel be requisitioned for use by any lawful governmental
authority before delivery, the Deposit and interest thereon shall immediately be
returned to the Buyer and the MOA thereafter considered null and void.
9. No Assumption of Liabilities, The Seller specifically agrees that it
will defend, indemnify and hold the Buyer and the Vessel harmless from any
claims, suits, liens or causes of action of whatsoever nature, the basis of
which arose prior to delivery of the Vessel to Buyer or as a consequence of the
sale including any claims of the crew of the Vessel, regardless of whether such
claims, suits, liens or causes of action are brought prior to or at any time
after delivery of the Vessel to Buyer. The Buyer agrees to defend, indemnify and
hold the Seller harmless from any claims, suits, liens or causes of action which
may arise after delivery of the Vessel to Buyer the basis of which arose after
the delivery of the vessel to Buyer. Except with respect to the specific Charter
referred to in Paragraph 10 which may be assigned to Buyer as of the Closing and
as to which Buyer shall only be responsible for performance subsequent to such
date, Buyer shall not assume or be liable or responsible for any obligations or
liabilities of any kind or character of Seller.
10. Assignment of MSC Charter. The Seller shall use all reasonable
efforts to cause the Charter for the Vessel dated 11 August 1995 as modified 24
January 1997 with the Department of the Navy, Military Sealift Command ("MSC")
to be assigned to the Buyer with the approval of the MSC. The Buyer shall
cooperate with the Seller in connection therewith. In the event that MSC does
not grant novation by 15 October 1997, Buyer shall have the right to cancel this
MOA, such option to be declared within 72 hours thereafter. In the event Buyer
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exercises this option, then all deposit monies and interest earned thereon will
be promptly returned by Seller.
11. Spares/Bunkers, Etc. The Seller shall deliver the Vessel to the
Buyer with everything belonging to her onboard. All spare parts and spare
equipment, whether afloat or ashore, broached and unbroached stores and
provisions onboard the Vessel at the time of the inspection, used or unused,
shall become the Buyer's property, except items set forth in the Paragraph below
and in Schedule A hereto shall be excluded. The Seller is not required to
replace spare parts which are taken out of spares belonging to the Vessel and
used as replacement parts on the Vessel prior to delivery, but the replaced
items shall be the property of the Buyer. Buyer further agrees that the self
contained breathing apparatus is accepted "as is, where is", and that the Buyer
will inspect the equipment to verify that it is in proper operating condition
prior to use, and to train their employees in the proper use and maintenance of
the equipment. Schedule B is a current list of inventory items ashore. Sellers
shall conduct a final inventory of items ashore and add any additional items
from this inventory to Schedule B which the parties agree shall constitute the
final Schedule B; possession of all such items on Schedule B shall be delivered
to Buyer upon delivery of the Vessels.
The Seller has the right to take ashore crockery, plates,
cutlery, linen and other articles bearing the Seller's flag or name, provided
Seller replaces same with similar unmarked items. In addition, Seller has the
right to remove all items of property presently onboard the Vessel and listed on
Schedule A attached hereto. Captain's, Officers' and Crew's personal belongings,
including personal computers and slop chest, shall also be excluded from the
sale.
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Seller shall provide Buyer with a blank copy of all forms used onboard the
Vessel. Library books specifically related and peculiar to the Vessel shall be
included without additional cost.
The Buyer shall take over all remaining unused pumpable
bunkers, lubricating oils, and diesel fuel, in such quantities as are determined
by representatives of Buyer and Seller on the date of the Closing, and pay for
same at the Closing in an amount to be calculated by using the Seller's last
paid invoice for same. Payment for same shall be made by wire transfer at the
Closing.
12. Documentation. At the Closing the Seller shall furnish the Buyer:
a. Certificate of Ownership for the Vessel (U.S. Coast Guard
Form 1330) showing Seller as the owner of the Vessel free
and clear of liens and encumbrances of record; such
Certificate of Ownership shall be dated no earlier than ten
(10) days prior to Vessel delivery.
b. Valid and sufficient bills of sale duly attested by notary
public, in duplicate transferring title to the Vessel from
Seller to Buyer with warranties of title and freedom from
all liens and encumbrances; the warranties in such bills of
sale shall survive the Closing and Vessel delivery.
c. Copies of the Resolution of the Board of Directors of
Seller, authorizing the sale of the Vessel under the terms
and conditions of this MOA.
d. An ABS certificate or letter, dated no earlier than fifteen
(15) days prior to Vessel delivery, indicating that the
Vessel is in class, and a valid U.S. Coast Guard Certificate
of Inspection.
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e. Invoice stating specific assets, purchased fuel and lube
oils, price, date of transaction, and full style of Buyer
and Seller.
On delivery of the Vessel, the Buyer shall provide for the transfer of
Documentation of the Vessel deleting Seller's name as designated Owner of the
Vessel.
At the time of Vessel delivery, the Seller shall deliver to the Buyer
all classification certificates as well as all plans, etc. which are onboard the
Vessel. Other technical documentation including plans, instruction books and
manuals 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, but
the Buyer shall have the right to take copies of same for a period of ninety
days.
13. Encumbrances. The Seller warrants that the Vessel, at the time of
delivery, shall be free from all encumbrances and liens, maritime or otherwise,
or any other debts whatsoever. 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 such claims.
14. Taxes, Etc. Any taxes, fees and expenses connected with the
purchase and registration of the Vessel under the Buyer's flag shall be for the
Buyer's account, whereas similar charges connected with the closing of Seller's
register shall be for the Seller's account.
15. Title; Condition on Delivery. The Vessel, with everything belonging
to her, shall be at the Seller's risk and expense until title passes to the
Buyer at the time of the Closing and shall be operated by the Seller in the
ordinary course and shall be maintained in accordance with Seller's normal
maintenance practices. Except as otherwise provided herein, the Vessel shall be
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delivered free of all pumpable cargo in all tanks designated as empty, with the
exclusion of current voyage commercial cargoes and slops. The Vessel shall be
taken over "as is, where is" at the time title passes to Buyer, in substantially
the same condition as when inspected, subject to ordinary wear and tear, and
subject to Seller's warranties and guaranties as set forth in this MOA.
Notwithstanding anything to the contrary contained herein, the
Vessel shall be delivered in class and with valid U.S. Coast Guard Certificates
of Inspection with no outstanding Class or USCG requirements or conditions
which, if known to the Classification Society or USCG, would impair Class or the
Certificate of Inspection.
16. Markings. Immediately upon delivery, the Buyer will undertake to
change the Vessel's funnel markings and will assure that the name "Sun" is
deleted from the markings.
17. Buyer's Default. If the Deposit is not paid as aforesaid, the
Seller shall have the right to cancel this MOA, and the Seller shall be entitled
to claim compensation for its losses and for all expenses incurred together with
interest at a rate of 12% per annum. If the Buyer fails to take delivery of the
Vessel in accordance with the terms and conditions of this MOA, for reasons
within Buyer's control which are not excepted elsewhere herein, the Seller shall
have the right to cancel this MOA. and keep the Deposit in full together with
interest earned thereon, and Seller shall be entitled to claim compensation for
its losses and for all expenses incurred together with interest at a rate of 12%
per annum. Seller shall also be paid demurrage at $25,000/day or part thereof,
if Buyer fails to take delivery within 72 hours after the Vessel is tendered for
delivery in accordance with the terms of this MOA.
18. Seller's Default. If the Seller fails to execute a legal transfer
of title or to deliver the Vessel with everything belonging to her in accordance
with the terms and conditions of this
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MOA, for reasons within Seller's control which are not excepted elsewhere
herein, the Buyer shall have the right to cancel this MOA, in which case the
Deposit in full shall be returned to the Buyer together with interest earned
thereon and Buyer shall be entitled to claim compensation for its losses and for
all expenses incurred together with interest at a rate of 12% per annum.
19. Arbitration. If any dispute should arise in connection with the
interpretation and fulfilment of this MOA, same shall be decided by arbitration
in the City of 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 other two.
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, within two weeks after the other party
having appointed his Arbitrator has sent the party notice by mail, cable,
facsimile or telex to make its appointment, the party appointing the first
Arbitrator shall also appoint an Arbitrator on behalf of the other party.
The award rendered by the Arbitrator(s) shall be final and
binding upon the parties and may, if necessary, be enforced by said Arbitrators
or any other competent authority in the same manner as a judgement in any court
of competent jurisdiction.
This MOA shall be subject to the law of the State of New York.
20. Conditions. The sale contemplated hereunder is conditioned upon and
is subject to:
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a. The results of the underwater inspection referred to in
paragraph 6 being satisfactory to Buyer in the event Buyer
chooses to perform same.
b. The Charter for the Vessel with the MSC having been assigned
to the Buyer as contemplated in paragraph 10.
c. Buyer and Seller having each made appropriate
Hart-Scott-Rodino filings, filing fees to be paid by Buyer,
and approval thereunder having been granted or the waiting
period thereunder having expired.
Closing on the sale of the Vessel shall occur on the date
mutually agreed upon by the parties in accordance with paragraph 7 above
promptly after the satisfaction of the last of the conditions required to be
satisfied under this Paragraph 20 (but not earlier than September 30, 1997),
provided, however, that the parties shall use reasonable best efforts to satisfy
such conditions and close on the sale of the Vessel on or prior to October 15,
1997. In the event the parties fail to satisfy all conditions to close prior to
October 15, 1997, Buyer and Seller shall each have the option to declare this
MOA null and void. Upon such a declaration, the Deposit with all accrued
interest thereon shall be returned to Buyer.
21. Notice. All notices and advice hereunder shall be in writing and
shall be delivered in person or given by registered or certified mail, postage
prepaid, telex or facsimile transmission, and if to the Seller, shall be
addressed as follows:
Mr. William R. Shoemaker
Sun Transport, Inc.
25th Floor
1801 Market Street
Philadelphia, PA 19103-1699
Ph.: (215) 977-6815
Fx.: (215) 977-6041
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and if to the Buyer, shall be addressed as follows:
Mr. Stephen A. Van Dyck
Maritrans Inc.
One Logan Square
Philadelphia, PA 19103
Ph.: 215-864-1223
Fx.: 215-864-1218
22. Citizenship. Seller warrants that it is a citizen of the United
States of America within the meaning of Section 2 of the Shipping Act of 1916,
as amended, and that it has been so as long as it has owned the Vessel. Seller
further warrants that the Vessel is at the time of passage of title documented
under the laws of the United States with coastwise endorsements and qualified to
engage in coastwise trade. Buyer warrants that it is a citizen of the United
States of America within the meaning of Section 2 of the Shipping Act of 1916,
as amended.
23. Gas Free Certificate. Vessel to be delivered without gas free
certificate.
24. Commissions. Any sales commission on the sale hereunder will be
payable by Seller. Buyer warrants that it has not dealt with any broker or agent
in respect of this sale.
25. Survival. All covenants, representations and warranties of the
parties contained in this MOA shall survive the Closing and delivery and
acceptance of the Vessel.
IN WITNESS WHEREOF, Buyer and Seller have entered into the MOA in
accordance with the terms stated.
Maritrans Inc. New York Sun Shipping Company, Inc.
By: /s/ Steven A. Van Dyck By: /s/ James L. Fidler
Date: 25 July 1997 Date: 25 July 1997
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SCHEDULE A
The following items are to be excluded from the sale:
1. Master's, Officers' and Crew's personal effects, including personal
entertainment equipment (i.e. televisions, stereos, video players, videos,
cameras, exercise equipment, etc.).
2. All Seller's manuals, letters, training materials and equipment, and all
quality system related manuals and documentation.
3. Registration certificate, radio station and other certificates and licenses
required to be surrendered by Seller, and insurance certificates.
4. Contents of Master's safe.
5. All items on order.
6. The following leased items not the property of the Sellers: Unitor or
others: welding oxygen, acetylene, and freon bottles, test gas cylinders
for analyzers, medical breathing apparatus.
7. Vessel name boards.
8. Extra charges will apply to all fuel on board and to any on shore or on
order which are specifically requested by the Buyer to be included in the
sale.
9. Ship's controlled medicines, medical records and medical manuals.
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MEMORANDUM OF AGREEMENT
FOR AND IN CONSIDERATION of the mutual benefits accruing and expected
to accrue hereunder, Philadelphia Sun Shipping Company, Inc., a Delaware
corporation, (hereinafter called the "Seller") hereby agrees to sell, and
Maritrans Inc., a Delaware corporation, or a subsidiary designated by it
(hereinafter called the "Buyer") hereby agrees to purchase, the MT Philadelphia
Sun ( Official No. 638073 ) as more particularly described herein (hereinafter
referred to as the "Vessel"), subject to the following terms and conditions:
1. Vessels. The Vessel is a U.S. flag tanker built at Sun Shipbuilding
and Drydock Company, Chester, PA in 1981.
2. Price. The Total Purchase Price for the sale of the Vessel shall be
Eleven Million, Five Hundred Fifty Thousand Dollars, United States Currency
($11,550,000).
3. Deposit. As security for the correct fulfilment of this Memorandum
of Agreement ("MOA"), the Buyer shall deposit the amount of One Million, One
Hundred Fifty-Five Thousand United States Dollars ($1,155,000) equal to ten
percent (10) of the Total Purchase Price (the "Deposit") within three (3)
Philadelphia business days of Buyer's execution and delivery of this MOA. The
Deposit shall be delivered by wire transfer to CoreStates Bank, to an account
number to be designated by Seller, and held by said bank as a downpayment on the
Vessel. Interest shall accrue to the benefit of the Buyer and any fees charged
for holding the Deposit shall be borne by the Seller.
4. Closing. Closing for the sale of the Vessel from the Seller to the
Buyer shall take place on a normal business day on the date of delivery of the
Vessel as set forth in Paragraphs 7
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and 19 hereof. The Closing shall be held at a location to be mutually agreed
between Buyer and Seller.
5. Payment. Buyer agrees to pay Seller the total Purchase Price at the
Closing by:
a. Transfer of the $1,155,000 Deposit plus accrued interest thereon,
b. Wire transfer in immediately-available, same-day funds of an
amount equal to the balance of the Total Purchase Price remaining
after application of the Deposit and accrued interest thereon,
both to CoreStates Bank, Account Name: Sun Transport, Inc., Account No.:
1221A6690, ABA No.: 031000011.
6. Inspections. Buyer has inspected the Vessel's American Bureau of
Shipping and U.S. Coast Guard records and, by execution of this MOA,
acknowledges its acceptance of same. The Seller provided an afloat inspection of
the Vessel. During such inspection, the Vessel's log books for engine and deck
and voyage abstract information were made available for Buyer's examination. At
Buyer's option, an underwater inspection will be completed prior to 31 August
1997. By execution of this MOA, Buyer acknowledges acceptance of the Vessel
subject only to completion of the underwater inspection at Buyer's discretion.
7. Place and Time of Delivery. The Vessel shall be delivered by Seller
and taken over by Buyer at a location safely afloat within Vessel's normal
operating area as mutually agreed in order to minimize tax impact on both Buyer
and Seller, between September 30, 1997 and October 30, 1997. If Vessel is not
delivered by October 30, 1997, Buyer shall have the option to cancel this MOA,
which option shall be exercised within seventy-two (72) hours thereof.
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8. Risk of Loss. Should the Vessel become a total or constructive total
loss or should the Vessel be requisitioned for use by any lawful governmental
authority before delivery, the Deposit and interest thereon shall immediately be
returned to the Buyer and the MOA thereafter considered null and void.
9. No Assumption of Liabilities, The Seller specifically agrees that it
will defend, indemnify and hold the Buyer and the Vessel harmless from any
claims, suits, liens or causes of action of whatsoever nature, the basis of
which arose prior to delivery of the Vessel to Buyer or as a consequence of the
sale, including any claims of the crew of the Vessel, regardless of whether such
claims, suits, liens or causes of action are brought prior to or at any time
after delivery of the Vessel to Buyer. The Buyer agrees to defend, indemnify and
hold the Seller and the Vessel harmless from any claims, suits, liens or causes
of action which may arise after delivery of the Vessel to Buyer, the basis of
which arose after the delivery of the Vessel to Buyer. Buyer shall not assume or
be liable or responsible for any obligations or liabilities of any kind or
character of Seller.
10. Spares/Bunkers, Etc. The Seller shall deliver the Vessel to the
Buyer with everything belonging to her onboard. All spare parts and spare
equipment, whether afloat or ashore, broached and unbroached stores and
provisions onboard the Vessel at the time of the inspection, used or unused,
shall become the Buyer's property, except items set forth in the Paragraph below
and in Schedule A hereto shall be excluded. The Seller is not required to
replace spare parts which are taken out of spares belonging to the Vessel and
used as replacement parts on the Vessel prior to delivery, but the replaced
items shall be the property of the Buyer. Buyer further agrees that the self
contained breathing apparatus is accepted "as is, where is", and
<PAGE>
that the Buyer will inspect the equipment to verify that it is in proper
operating condition prior to use, and to train their employees in the proper use
and maintenance of the equipment. Schedule B is a list of the inventory items
ashore, possession of such items shall be delivered to Buyer upon delivery of
the Vessel. Buyer and Seller shall meet to agree on a final and complete list of
inventory items.
The Seller has the right to take ashore crockery, plates,
cutlery, linen and other articles bearing the Seller's flag or name, provided
Seller replaces same with similar unmarked items. In addition, Seller has the
right to remove all items of property presently onboard the Vessel and listed on
Schedule A attached hereto. Captain's, Officers' and Crew's personal belongings,
including personal computers and slop chest, shall also be excluded from the
sale. Seller shall provide Buyer with a blank copy of all forms used onboard the
Vessel. Library books specifically related and peculiar to the Vessel shall be
included without additional cost.
The Buyer shall take over all remaining unused pumpable bunkers,
lubricating oils, and diesel fuel, in such quantities as are determined by
representatives of Buyer and Seller on the date of the Closing, and pay for same
at the Closing in an amount to be calculated by using the Seller's last paid
invoice for same. Payment for same shall be made by wire transfer at the
Closing.
11. Documentation. At the Closing the Seller shall furnish the Buyer:
a. Certificate of Ownership for the Vessel (U.S. Coast Guard Form
1330) showing Seller as the owner of the Vessel free and clear
of liens and encumbrances of record; such Certificate of
Ownership shall be dated no earlier than ten (10) days prior
to Vessel delivery.
<PAGE>
b. Valid and sufficient bills of sale duly attested by notary
public, in duplicate transferring title to the Vessel from
Seller to Buyer with warranties of title and freedom from all
liens and encumbrances; the warranties in such bills of sale
shall survive the Closing and Vessel delivery.
c. Copies of the Resolution of the Board of Directors of Seller,
authorizing the sale of the Vessel under the terms and
conditions of this MOA.
d. An ABS certificate or letter, dated no earlier than fifteen
(15) days prior to Vessel delivery, indicating that the Vessel
is in class, and a valid U.S. Coast Guard Certificate of
Inspection.
e. Invoice stating specific assets, purchased fuel and lube oils,
price, date of transaction, and full style of Buyer and
Seller.
On delivery of the Vessel, the Buyer shall provide for the transfer of
Documentation of the Vessel deleting Seller's name as designated Owner of the
Vessel.
At the time of Vessel delivery, the Seller shall deliver to
the Buyer all classification certificates as well as all plans, etc. which are
onboard the Vessel. Other technical documentation including plans, instruction
books and manuals 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, but the Buyer shall have the right to take copies of same for a period of
ninety days.
12. Encumbrances. The Seller warrants that the Vessel, at the time of
delivery, shall be free from all encumbrances and liens, maritime or otherwise,
or any other debts whatsoever.
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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 such claims.
13. Taxes, Etc. Any taxes, fees and expenses connected with the
purchase and registration of the Vessel under the Buyer's flag shall be for the
Buyer's account, whereas similar charges connected with the closing of Seller's
register shall be for the Seller's account.
14. Title; Condition on Delivery. The Vessel, with everything belonging
to her, shall be at the Seller's risk and expense until title passes to the
Buyer at the time of the Closing and shall be operated by the Seller in the
ordinary course and shall be maintained in accordance with Seller's normal
maintenance practices. Except as otherwise provided herein, the Vessel shall be
delivered free of all pumpable cargo in all tanks designated as empty, with the
exclusion of current voyage commercial cargoes and slops. The Vessel shall be
taken over "as is, where is" at the time title passes to Buyer, in substantially
the same condition as when inspected, subject to ordinary wear and tear, and
subject to Seller's warranties and guaranties as set forth in this MOA.
Notwithstanding anything to the contrary contained herein, the
Vessel shall be delivered in class and with valid U.S. Coast Guard Certificates
of Inspection with no outstanding Class or USCG requirements or conditions
which, if known to the Classification Society or USCG, would impair Class or the
Certificate of Inspection.
15. Markings. Immediately upon delivery, the Buyer will undertake to
change the Vessel's funnel markings and will assure that the name "Sun" is
deleted from the markings.
16. Buyer's Default. If the Deposit is not paid as aforesaid, the
Seller shall have the right to cancel this MOA, and the Seller shall be entitled
to claim compensation for their losses and for all expenses incurred together
with interest at a rate of 12% per annum. If the Buyer fails
<PAGE>
to take delivery of the Vessel in accordance with the terms and conditions of
this MOA, for reasons within Buyer's control which are not excepted elsewhere
herein, the Seller shall have the right to cancel this MOA. and keep the Deposit
in full together with interest earned thereon, and Seller shall be entitled to
claim compensation for its losses and for all expenses incurred together with
interest at a rate of 12% per annum. Seller shall also be paid demurrage at
$25,000/day or part thereof , if Buyer fails to take delivery within 72 hours
after the Vessel is tendered for delivery in accordance with the terms of this
MOA.
17. Seller's Default. If the Seller fails to execute a legal transfer
of title or to deliver the Vessel with everything belonging to her in accordance
with the terms and conditions of this MOA, for reasons within Seller's control
which are not excepted elsewhere herein, the Buyer shall have the right to
cancel this MOA, in which case the Deposit in full shall be returned to the
Buyer together with interest earned thereon and Buyer shall be entitled to claim
compensation for its losses and for all expenses incurred together with interest
at a rate of 12% per annum.
18. Arbitration. If any dispute should arise in connection with the
interpretation and fulfilment of this MOA, same shall be decided by arbitration
in the City of 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 other two.
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, within two weeks after the other party
having appointed his Arbitrator has sent the
<PAGE>
party notice by mail, cable, facsimile or telex to make its appointment, the
party appointing the first Arbitrator shall also appoint an Arbitrator on behalf
of the other party.
The award rendered by the Arbitrator(s) shall be final and
binding upon the parties and may, if necessary, be enforced by said Arbitrators
or any other competent authority in the same manner as a judgement in any court
of competent jurisdiction.
This MOA shall be subject to the law of the State of New York.
19. Conditions. The sale contemplated hereunder is conditioned upon and
is subject to:
a. The results of the underwater inspection referred to in
paragraph 6 being satisfactory to Buyer in the event Buyer
chooses to perform same.
b. Buyer and Seller or its affiliates having completed settlement
on the sale of MT New York Sun (Official no. 628783).
c. All conditions to the Buyer's obligations to purchase from
Seller or its affiliates the Tug Puerto Rico Sun (Official no.
529198) the Tug Seminole Sun (Official no. 529910), the Barge
Caribe Sun (Official no. 531135), and the Barge Borinquen Sun
(Official no. 928391) having been satisfied or waived by
Buyer.
d. Buyer and Sun Company, Inc. (R&M) having entered into a
mutually satisfactory five (5) year Time Charter for the
Vessel.
e. Buyer and Seller having each made appropriate
Hart-Scott-Rodino filings, filing fees to be paid by Buyer,
and approval thereunder having been granted or the waiting
period thereunder having expired.
<PAGE>
Closing on the sale of the Vessel shall occur on the date
mutually agreed upon by the parties in accordance with paragraph 7 above
promptly after the satisfaction of the last of the conditions required to be
satisfied under this Paragraph 19 (but not earlier than September 15, 1997),
provided, however, that the parties shall use reasonable best efforts to satisfy
such conditions and close on the sale of the Vessel on or prior to September 30,
1997. In the event the parties fail to satisfy all conditions to close prior to
September 30, 1997, Buyer and Seller shall each have the option to declare this
MOA null and void. Upon such a declaration, the Deposit with all accrued
interest thereon shall be returned to Buyer.
20. Notice. All notices and advice hereunder shall be in writing and
shall be delivered in person or given by registered or certified mail, postage
prepaid, telex or facsimile transmission,
and if to the Seller, shall be addressed as follows:
Mr. William R. Shoemaker
Sun Transport, Inc.
25th Floor
1801 Market Street
Philadelphia, PA 19103-1699
Ph.: (215) 977-6815
Fx.: (215) 977-6041
and if to the Buyer, shall be addressed as follows:
Mr. Stephen A. Van Dyck
Maritrans Inc.
One Logan Square
Philadelphia, PA 19103
Ph.: 215-864-1223
Fx.: 215-864-1218
<PAGE>
21. Citizenship. Seller warrants that it is a citizen of the United
States of America within the meaning of Section 2 of the Shipping Act of 1916,
as amended, and that it has been so as long as it has owned the Vessel. Sellers
further warrant that the Vessel is at the time of passage of title documented
under the laws of the United States with coastwise endorsements and qualified to
engage in coastwise trade. Buyer warrants that it is a citizen of the United
States of America within the meaning of Section 2 of the Shipping Act of 1916,
as amended.
22. Gas Free Certificate. Vessel to be delivered without gas free
certificate.
23. Commissions. Any sales commission on the sale hereunder will be
payable by Seller. Buyer warrants that it has not dealt with any broker or agent
in respect of this sale.
24. Survival. All covenants, representations and warranties of the
parties contained in this MOA shall survive the Closing and delivery and
acceptance of the Vessel.
IN WITNESS WHEREOF, Buyer and Seller have entered into the MOA in
accordance with the terms stated.
Maritrans Inc. Philadelphia Sun Shipping Company, Inc.
By: /s/ Steven A. Van Dyck By: /s/ James L.Fidler
Date: 25 July 1997 Date: 25 July 1997
<PAGE>
SCHEDULE A
The following items are to be excluded from the sale:
1. Master's, Officers' and Crew's personal effects, including personal
entertainment equipment (i.e. televisions, stereos, video players, videos,
cameras, exercise equipment, etc.).
2. All Seller's manuals, letters, training materials and equipment, and all
quality system related manuals and documentation.
3. Registration certificate, radio station and other certificates and licenses
required to be surrendered by Seller, and insurance certificates.
4. Contents of Master's safe.
5. All items on order.
6. The following leased items not the property of the Sellers: Unitor or
others: welding oxygen, acetylene, and freon bottles, test gas cylinders
for analyzers, medical breathing apparatus.
7. Vessel name boards.
8. Extra charges will apply to all fuel on board and to any on shore or on
order which are specifically requested by the Buyer to be included in the
sale.
9. Ship's controlled medicines, medical records and medical manuals.
<PAGE>
MEMORANDUM OF AGREEMENT
FOR AND IN CONSIDERATION of the mutual benefits accruing and expected
to accrue hereunder, Aston Shipping Company, a Delaware corporation, and Sun
Transport, Inc., a Delaware corporation, (hereinafter called the "Sellers")
hereby agree to sell, and Maritrans Inc., a Delaware corporation, or a
subsidiary designated by it (hereinafter called the "Buyer") hereby agrees to
purchase, the Tug Puerto Rico Sun (Official No. 529198), the Tug Seminole Sun
(Official No. 529910), the Barge Caribe Sun (Official No. 531135), and the Barge
Borinquen Sun (Official No. 928391) as more particularly described herein
(hereinafter referred to as the "Vessels"), subject to the following terms and
conditions:
1. Vessels. The Vessels are U.S. flag vessels as listed in paragraph
2. below.
2. Price. The Total Purchase Price for the sale of the Vessels shall be
Seven Million Eight Hundred Thousand Dollars, United States Currency
($7,800,000.00). The Total Purchase Price is to be allocated to the individual
assets as follows:
Tug Puerto Rico Sun (Official No. 529198) $ 2,280,000.00
Tug Seminole Sun (Official No. 529910) $ 2,280,000.00
Barge Caribe Sun (Official No. 531135) $ 1,365,000.00
Barge Borinquen Sun (Official No. 928391) $ 1,875,000.00
3. Deposit. As security for the correct fulfilment of this Memorandum
of Agreement ("MOA"), the Buyer shall deposit the amount of Seven Hundred Eighty
Thousand United States Dollars ($780,000) equal to ten percent (10) of the Total
Purchase Price (the "Deposit") within three (3) Philadelphia business days of
Buyer's execution and delivery of this MOA. The
<PAGE>
Deposit shall be delivered by wire transfer to CoreStates Bank, to an account
number to be designated by Sellers, and held by said bank as a downpayment on
the Vessels. Interest shall accrue to the benefit of the Buyer and any fees
charged for holding the Deposit shall be borne by the Sellers.
4. Closing. Closing for the sale of the Vessels from the Sellers to the
Buyer shall take place on a normal business day on the date of delivery of the
Vessels as set forth in Paragraphs 7 and 19 hereof. The Closing shall be held at
a location to be mutually agreed between Buyer and Sellers.
5. Payment. Buyer agrees to pay Sellers the total Purchase Price at the
Closing by:
a. Transfer of the $780,000 Deposit plus accrued interest
thereon.
b. Wire transfer in immediately-available, same-day funds of an
amount equal to the balance of the Total Purchase Price
remaining after application of the Deposit and accrued
interest.
both to CoreStates Bank, Account Name: Sun Transport, Inc., Account
No.: 2116A3466, ABA No.: 031000011.
6 . Inspections. Buyer has inspected the Vessels' American Bureau of
Shipping and U.S. Coast Guard records and, by execution of this MOA,
acknowledges its acceptance of same. The Sellers provided an afloat inspection
of the Vessels. During such inspection, the Vessel's log books for engine and
deck and voyage abstract information were made available for Buyer's
examination. At Buyer's option, an underwater inspection will be completed prior
to 15 August 1997. By execution of this MOA, Buyer acknowledges acceptance of
the Vessels subject only to completion of the underwater inspection at Buyer's
discretion.
<PAGE>
7. Place and Time of Delivery. The Vessels shall be delivered by
Sellers and taken over by Buyer in international waters off Yabucoa, Puerto
Rico, between August 15, 1997 and August 31, 1997. If Vessels are not delivered
by August 31, 1997, Buyer shall have the option to cancel this MOA, which option
shall be exercised within seventy-two (72) hours thereof.
8. Risk of Loss. Should any or all of the Vessels become a total or
constructive total loss or should any or all of the Vessels be requisitioned for
use by any lawful governmental authority before delivery, the Deposit and
interest for that tug/barge unit shall immediately be returned to the Buyer
and this MOA to the extent that it applies to that tug/barge unit, shall at
the Buyer's option, be considered null and void.
9. No Assumption of Liabilities. The Sellers specifically agree that
they will defend, indemnify and hold the Buyer and the Vessels harmless from any
claims, suits, liens or causes of action of whatsoever nature, the basis of
which arose prior to delivery of the Vessels to Buyer or as a consequence of the
sale, including any claims of the crews of the Vessels, regardless of whether
such claims, suits, liens or causes of action are brought prior to or at any
time after delivery of the Vessels to Buyer. The Buyer agrees to defend,
indemnify and hold the Sellers harmless from any claims, suits, liens or causes
of action which may arise after the delivery of the Vessels to Buyer. Buyer
shall not assume or be liable or responsible for any obligations or liabilities
of any kind or character of Sellers.
10. Spares/Bunkers, Etc. The Sellers shall deliver the Vessels to the
Buyer with everything belonging to the vessels onboard. All spare parts and
spare equipment, whether afloat or ashore, broached and unbroached stores and
provisions onboard the Vessels at the time of the inspection, used or unused,
shall become the Buyer's property, except items set forth in the
<PAGE>
Paragraph below and in Schedule A hereto shall be excluded. The Sellers are not
required to replace spare parts, which are taken out of spares belonging to the
Vessels and used as replacement parts on the Vessels prior to delivery, but the
replaced items shall be the property of the Buyer. Buyer further agrees that the
self contained breathing apparatus is accepted "as is, where is", and that the
Buyer will inspect the equipment to verify that it is in proper operating
condition prior to use, and to train their employees in the proper use and
maintenance of the equipment. Schedule B is a current list of inventory items
ashore. Sellers shall conduct a final inventory of items ashore and add any
additional items from this inventory to Schedule B which the parties agree shall
constitute the final Schedule B; possession of all such items on Schedule B
shall be delivered to Buyer upon delivery of the Vessels.
The Sellers have the right to take ashore crockery, plates, cutlery,
linen and other articles bearing the Sellers' flag or name, provided sellers
replace same with similar unmarked items. In addition, Sellers have the right to
remove all items of property presently onboard the Vessels and listed on
Schedule A attached hereto. Captain's, Officers' and Crew's personal belongings,
including personal computers and slop chest, shall also be excluded from the
sale. Sellers shall provide Buyer with a blank copy of all forms used onboard
the Vessels. Library books specifically related and peculiar to these Vessels
shall be included without additional cost.
The Buyer shall take over all remaining unused pumpable bunkers,
lubricating oils, and diesel fuel, in such quantities as are determined by
representatives of Buyer and Sellers on the date of the Closing, and pay for
same at the Closing in an amount to be calculated by using the Sellers' last
paid invoice for same. Payment for same shall be made by wire transfer at the
Closing.
<PAGE>
11. Documentation. At the Closing the Sellers shall furnish the Buyer:
a. Certificates of Ownership for each Vessel (U.S. Coast Guard
Form 1330) showing the respective Seller as the owner of the
particular Vessel free and clear of liens and encumbrances
of record; such Certificates of Ownership shall be dated no
earlier than ten (10) days prior to Vessel delivery.
b. Valid and sufficient bills of sale duly attested by notary
public, in duplicate transferring title to the Vessels from
Sellers to Buyer with warranties of title and freedom from
all liens and encumbrances; the warranties in such bills of
sale shall survive the Closing and Vessel delivery.
C. Copies of the Resolution of the Board of Directors of
Sellers, authorizing the sale of the Vessels under the terms
and conditions of this MOA.
d. An ABS certificate or letter, dated no earlier than fifteen
(15) days prior to Vessel delivery, indicating that the
particular Vessel is in class, and a valid U.S. Coast Guard
Certificate of Inspection.
e. Invoice stating specific assets, purchased fuel and lube
oils, price, date of transaction, and full style of Buyer
and Seller.
On delivery of the Vessels, the Buyer shall provide for the transfer of
Documentation of the Vessels deleting Sellers' names as designated Owners of the
Vessels.
At the time of Vessel delivery, the Sellers shall also deliver to the
Buyer all classification certificates as well as all plans, etc. which are
onboard the Vessels. Other technical
<PAGE>
documentation including plans, instruction books and manuals which may be in the
Sellers' possession shall promptly, upon the Buyer's instructions, be forwarded
to the Buyer. The Sellers may keep the log books, but the Buyer shall have the
right to take copies of same for a period of ninety days.
12. Encumbrances. The Sellers warrant that the Vessels, at the time of
delivery, shall be free from all encumbrances and liens, maritime or otherwise,
or any other debts whatsoever. Should any claims which have been incurred prior
to the time of delivery be made against the Vessels, the Sellers hereby
undertake to indemnify the Buyer against all such claims.
13. Taxes, Etc. Any taxes, fees and expenses connected with the
purchase and registration of the Vessels under the Buyer's flag shall be for the
Buyer's account, whereas similar charges connected with the closing of Sellers'
register shall be for the Sellers' account.
14. Title; Condition on Delivery. The Vessels, with everything
belonging to the vessels, shall be at the Sellers' risk and expense until title
passes to the Buyer at the time of the Closing and shall be operated by the
Sellers in the ordinary course and shall be maintained in accordance with
Sellers' normal maintenance practices. Except as otherwise provided herein, the
Vessels shall be delivered and taken over "as is, where is" at the time title
passes to Buyer, in substantially the same condition as when inspected, subject
to ordinary wear and tear, and subject to Sellers' warranties and guaranties as
set forth in this MOA.
Notwithstanding anything to the contrary contained herein, the Vessels
shall be delivered in class and with valid U.S. Coast Guard Certificates of
Inspection with no outstanding Class or USCG requirements or conditions which,
if known to the Classification Society or USCG, would impair Class or the
Certificate of Inspection
<PAGE>
15. Markings. Immediately upon delivery, the Buyer will undertake to
change the Vessels' funnel markings and will assure that the name "Sun" is
deleted from the markings.
16. Buyer's Default. If the Deposit is not paid as aforesaid, the
Sellers shall have the right to cancel this MOA, and the Sellers shall be
entitled to claim compensation for their losses and for all expenses incurred
together with interest at a rate of 12% per annum. If the Buyer fails to take
delivery of the Vessels in accordance with the terms and conditions of this MOA
for reasons within Buyer's control, the Sellers shall have the right to cancel
this MOA and keep the Deposit in full together with interest at a rate of 12%
per annum. Sellers shall also be paid demurrage at $7,500/day or part thereof
per Vessel, if Buyer fails to take delivery within 72 hours after the Vessels
are tendered for delivery in accordance with the terms of this MOA.
17. Sellers' Default. If the Sellers fail to execute a legal transfer
of title or to deliver the Vessels with everything belonging to the vessels in
accordance with the terms and conditions of this MOA, for reasons within
Sellers' control, the Buyer shall have the right to cancel this MOA, in which
case the Deposit in full shall be returned to the Buyer together with interest
earned thereon and Buyer shall be entitled to claim compensation for its losses
and for all expenses incurred together with interest at a rate of 12% per annum.
18. Arbitration. If any dispute should arise in connection with the
interpretation and fufilment of this MOA, same shall be decided by arbitration
in the City of 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 other two.
<PAGE>
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, within two weeks after the other party having
appointed his Arbitrator has sent the party notice by mail, cable, facsimile or
telex to make its appointment, the party appointing the first Arbitrator shall
also appoint an Arbitrator on behalf of the other party.
The award rendered by the Arbitrator(s) shall be final and binding upon
the parties and may, if necessary, be enforced by said Arbitrators or any other
competent authority in the same manner as a judgement in any court of competent
jurisdiction.
This MOA shall be subject to the law of the State of New York.
19. Conditions. The sale contemplated hereunder is conditioned upon and
is subject to:
a. The results of the underwater inspection referred to in
paragraph 6 being satisfactory to Buyer in the event Buyer
chooses to perform same.
b. Buyer and Sellers or an affiliate of Sellers having entered
into mutually satisfactory charters for the Vessels.
c. Buyer and Sellers having each made appropriate
Hart-Scott-Rodino filings, filing fees to be paid by Buyer,
and approval thereunder having been granted or the waiting
period thereunder having expired.
Closing on the sale of the Vessels shall occur on the date mutually
agreed upon by the parties in accordance with Clause 7 above promptly after the
satisfaction of the last of the conditions required to be satisfied under this
Paragraph 19, provided, however, that the parties
<PAGE>
shall use reasonable best efforts to satisfy such conditions and close on the
sale of the Vessels on or prior to August 31, 1997.
20. Notice. All notices and advice hereunder shall be in writing and
shall be delivered in person or given by registered or certified mail, postage
prepaid, telex or facsimile transmission, and if to the Sellers, shall be
addressed as follows:
c/o Mr. William R. Shoemaker
Sun Transport, Inc.
25th Floor
1801 Market Street
Philadelphia, PA 19103-1699
Ph.: (215) 977-6815
Fx.: (215) 977-6041
and if to the Buyer, shall be addressed as follows:
Mr. Stephen A. Van Dyck
Maritrans Inc.
One Logan Square
Philadelphia, PA 19103
Ph.: 215-864-1223
Fx.: 215-864-1218
21. Citizenship. Sellers warrant that Sellers are citizens of the
United States of America within the meaning of the Shipping Act of 1916, as
amended, and that Sellers have been so as long as Sellers have owned the
Vessels. Sellers further warrants that the Vessels are at the time of passage of
title documented under the laws of the United States with coastwise endorsements
and qualify to engage in coastwise trade. Buyer warrants that it is a citizen of
the United States of America within the meaning of Section 2 of the Shipping Act
of 1919, as amended.
22. Gas Free Certificate. Vessels to be delivered without gas free
certificate free of all pumpable cargo.
<PAGE>
23. Commissions. Any sales commission on the sale hereunder will be
payable by Sellers. Buyer warrants that it has not dealt with any broker or
agent in respect of this sale.
24. Survival. All covenants, representations and warranties of the
parties contained in this MOA shall survive the Closing and delivery and
acceptance of the Vessels.
25. Condition Subsequent to Sale. It is the agreement of the parties
hereto that Buyer shall have the option to void this sale should the sale of MT
New York Sun (Official no. 628783) fail to close due to Paragraph 20.b.
(successful novation of MSC charter) of the MOA between Buyer and Sellers'
affiliate for the sale of MT New York Sun. In the event Buyer exercises this
option, then all purchase monies plus earned interest shall be returned to
Buyer, and title to the Vessels shall be retransferred to Sellers or Sellers'
designee within sixty (60) days. All charters associated with the Vessels shall
be immediately cancelled at the time of such title transfer.
IN WITNESS WHEREOF, Buyer and Sellers have entered into the MOA in
accordance with the terms stated.
Maritrans Inc. Aston Shipping Company
By:/s/ Steven A. VanDyck By:/s/ James L. Fidler
------------------------ ----------------------
Date: July 25, 1997 Date July 25, 1997
------------------- ----------------------
Sun Transport, Inc.
By:/s/ James L. Fidler
----------------------
Date: July 25, 1997
----------------------
<PAGE>
SCHEDULE A
The following items are to be excluded from the sale:
1. Master's, Officers' and Crew's personal effects, including personal
entertainment equipment (i.e. televisions, stereos, video players, videos,
cameras, exercise equipment, etc.).
2. All Sellers' manuals, letters, training materials and equipment, and all
quality system related manuals and documentation.
3. Registration certificate, radio station and other certificates and licenses
required to be surrendered by Sellers, and insurance certificates.
4. Contents of Master's safe.
5. All items on order.
6. The following leased items not the property of the Sellers: Unitor or
others: welding oxygen, acetylene, and freon bottles, test gas cylinders
for analyzers, medical breathing apparatus.
7. Vessels' name boards.
8. Extra charges will apply to all fuel on board and to any on shore or on
order which are specifically requested by the Buyer to be included in the
sale.
9. Ship's controlled medicines, medical records and medical manuals.
<PAGE>
Schedule B
SHORESIDE INVENTORY STOCK LISTING
SEMINOLE SUN & PUERTO RICO SUN
<TABLE>
<CAPTION>
Stock # Description Loc. Last Adj. Unit Onhand
------- ----------- ---- --------- ---- ------
<S> <C> <C> <C> <C> <C>
96000310 Door Lft Hand Rev. 35x6l 037 2/25/92 PC. 1
96000320 Door Dutch Bottom Sec. Yab 037 2/25/92 PC. 1
96000330 Seal Kit Fwd Stern Tube 047 2/25/92 PC. 1
96000400 Marinite 4'1 x 8' 049 2/25/92 PC. 11
96090244 Clutch Rim Fwd Falk 3344843 047 6/5/92 EA
1
96965201 Rud Stk/Post P.R., Sem. DE 6/17/92 EA
96965410 Rud Stk & Nut Seminole DE 6/17/92 EA 1
96965420 Rudder Blade Seminole DE 6/17/92 EA 1
96965619 Tailshaft Seminole Repaired VA 9/8/93 EA 1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Sun Inventory
23-Sep-97
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
96963096 ENGINE DETROIT DIESEL 12V71 1 EA
96963190 RADIATOR DETROIT DIESEL GM V12 1 EA
96090244 CLUTCH RIM FWD FALK 3344842 1 EA
96963106 POWER TAKE OFF 8" 2 EA
96963110 POWER TAKE OFF 14" GM HF SUN 3 EA
96471005 FIXTURES HEATING LAMP 12 EA
96963115 POWER TAKE OFF 18" 328 DETRT 1/2-1832 1 EA
96963193 RAD DIES V8-71 5125285 NEW 1 EA
96770215 VALVE GLB 3" 150# STL STR FLGD (STRAIGHT) 1 EA
96770225 VALVE GATE 8" 125# RS FF (REBUILT) 2 EA
96770512 VALVE GLB 8" SWING CHECK 1 EA
96770506 VALVE GLB 8" 150# ANG STOP CS RISING STEM 1 EA
96761205 VALVE BUTTERFLY 8" NIBCO BRZ 200 PSI 10 EA
96965186 HD CHANNEL CI HEAT EXCH REV 1 EA
3-71 CYL. HEAD REBUILT 1 EA
96963111 POWER TAKE OFF 14" DOUBLE DISC 3 EA
96100121 GOULD FO TRAN PUMP IMPL ASSY BOWL 2 EA
2-71 CYL. HEAD REBUILT 1 EA
4-71 CYL. HEAD USED 2 EA
SWITCH, KNIFE SAFETY (H.D.) 1 EA
D-1090 GRID COOLER 1 EA
96963194 RADIATOR 5124340 V6 1 EA
DETROIT ENGINE, 6V711 (REBUILT) 1 EA
96963161 RADIATOR IN LINE DIESEL 6 1 EA
96100116 GOULD PRCL PMP 608 HEAD SHFT 1 EA
96100117 GOULD PRCL PMP 646 LINE SHAFT 1 EA
96100120 GOULD TANK CLEAN PUMP LINE SHAFT 1 EA
96100123 GOULD FO TRAN PUMP 646 SHAFT 1 EA
96100126 GOULD FIRE PUMP 646 LINE SHAFT 1 EA
96100129 GOULD BALLAST PUMP 646 LINE SHAFT 1 EA
96100130 GOULD FIRE PUMP IMPELLER SHAFT 1 EA
BOWL ASSY, 100" VAL 5 STAGE 1 EA
96965470 SPIRITS MINERAL 55 GAL 3 EA
96965187 HD CHANNEL CI HEAT EXCH STAT 1 EA
96761045 VLV RELIEF 6" FIG 110 2.0PST, 0.5 P 5 EA
96770697 VLV PC 4" 1.5# VACREL .5 FIG. 4 EA
96980385 ULLAGE COVER ASSY 8" PIPE 3 EA
96770696 VLV PV 4" 125# VACREL 1.5 PRAS. 5V 4 EA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
97480310 CIRCUIT BRKR AKR 50 1 EA
96770694 VLV PV 3" 125# VACREL 1.75 4 EA
96120350 ACOUSTICAL BOOTH/PHONE 1 EA
96120079 EXP JOINT METALIC BELOWS 12" ISLAND 2 EA
96200072 GRIDCOOLER PROV. #1660 2 EA
5150-71-223 JAMESBURY 12" (BALL ONLY) 1 EA
260 THRUMALOX COATING, SILICONE COPOLYMER (NON-INVENTORY) 6 EA
GOULD BOWL ASSEM., SLOP PUMP 1 EA
AIR COOLER 1 EA
96090260 GENERATOR AC 75KW 1200RPM 1 EA
96470868 GENERATOR MOTOR HOLTZER-CAB 1 EA
96661175 PUMP BILGE #2 W/FLOOD VALVE 1 EA
96600070 FLG SHIP FIRE HOSE 3 EA
96660500 SNATCH BLOCK 1 EA
96660505 DAVIT 16" 2 EA
97272050 BRASS SO FLG 2 1/2" 150# LEE 9 EA
96130103 PLATES ALFALAVAL FUEL OIL 1 SET
96770224 VLV GATE 8" 150 RS BRZ WCB CHAPMAN 1 EA
96140100 AMIRILO RT ANGLE GEAR DRIVE 1 EA
96480575 MOTOR GENDYN HP20 440V 1 EA
96480595 MOTOR 7.5 HP 795 RPM 3 PH 1 EA
97480625 MOTOR GE FR324 440V 3PH 3500 RPM 1 EA
96480590 MOTOR 7.5 HP BB WINCH FOR TUG 1 EA
97830402 METRITAPE LS SENSOR DIGILERT 1 EA
96520102 ANODE CAPAC DISC 31742 50 AMP 2 EA
96965433 SPEED REDUCER SHAFT 3" ID 1 EA
96770524 VALVE ANGLE GLB 12" 125 RS BRZ WALWOR 1 EA
96965130 FAN VENTILATOR CORPUS SURPLUS 1 EA
96010004 8" SPIDERS 3 EA
96964633 POWER PAK W/BLADE ROC NY SUN 1 EA
96964632 POWER PAK W/FORK ROD NY SUN 1 EA
96770542 VLV GATE 8" 150# CS RS RF 3 EA
96130101 NIREX PLATES (68) 68 EA
96963188 RADIATOR CORE ASSY T2732 1 EA
96965039 BRG THORDON LOWER RUDDER 39 5/8" X 34 3/8" X 41" 1 EA
96760092 VLV REBUILD KIT 14" CENTERLINE 2 EA
97480305 CIRCUIT BRKR AKR4B30 400A 1 EA
96120080 EXP JOINT 60" MAIN ENG EXHAUST 1 EA
96100119 GOULD TANK CLEAN PUMP HEAD SHAFT 1 EA
96965060 BRG STRUT 10 1/2" NON-FLANGED 2 EA
96120103 FISTON SKIRT NY SUN/PHILA SUN 1 EA
96980368 TRANSFORMER AUTO CARGO PUMP CR9194C004MARB 1 EA
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
96100112 GOULD CARGO PUMP BOWL IMP ASSY FIVE 1 EA
96480597 MOTOR 5HP 3PH 230/460 NY/PHILA 1 EA
97480590 MOTOR CONTROLLER 70HP PHL (USED) 1 EA
96970102 SEAL ASSY 630 AFT C064630032 1 EA
96963192 RADIATOR V12 DETROIT DIESEL 1 EA
96480572 MOTOR 40HP 3545RPM FR 324TS BOILER FEED PUMP 1 EA
96963189 RAD D.D. V6 5126568 TOLEDO 6V71 1 EA
96480570 MOTOR 30 HP FOR FIRE PUMP 1 EA
96770523 VLV ANGLE GIB 12" 150# MEMARCO (REBUILT) 1 EA
96010003 10" SPIDERS 4 EA
96100122 GOULD FO TRAN PUMP 608 HEAD SHAFT 1 EA
96770517 VLV ANGLE GLB 10" 150# CARGO MEMARC 2 EA
96100128 GOULD BALLAST PUMP 608 HEAD SHAFT 1 EA
96965135 FAN VENTILATOR 19"'X 24" PHILA USED 1 EA
W/STARTER CURTIS COMPRESSOR ASSY, AIR 5 HP SKID MOUNTED W/TANK 1 EA
SENIOR FLE JOINT, EXPANSION 48" X 17" (COST $15,100) 1 EA 19
1576 1 DELCO GENERATOR, 60 KW 1200 RPM 1 EA 20
1568 DELCO GENERATOR, 60 KW 1200 RPM 1 EA 20
MK4 SULZER DETECTOR, OIL MIST FOR SULZER (REBUILT DIESEL) 1 EA 21
MK4 SULZER DETECTOR, OIL MIST FOR SULZER (USED) 1 EA 21
NSQ1726-1103 JAMESBUR VALVE, BUTTERFLY 10" VALVE 1 EA 22
DETROIT ENGINE, 671 (REBUILT) 1 EA 23
USED CHECK VALVE 3" MAYBE 1 EA 23
DETROIT ENGINE, 8V71 (REBUILT) 2 EA 27
8N-6309 CAT FILTER, AIR 3 EA 3
9T51B0512 GE TRANSFORMER 1 EA 31
15761 DELCO GENERATOR, 60KW 1200 RPM (USED) 1 EA 31
PANELBOARD, USED 1 EA 32
ZINC ANODE (30-40/SKID) 1 SKID 33
WOODWARD GOVERNOR 1 EA 42
SK4446T GE MOTOR, 125 HP 460V (NEW) 1 EA 45
WASH.ALUM. STRONGBACK ASSY., 48" HATCH COVER 2 EA 45
FALK DRUM, CLUTCH 35" 1 EA 47
FALK SHOE, CLUTCH 35" (MAYBE SAME AS #33-1177917) 1 CRATE 47
0-1090 96200-070 GRID COOLER 1 EA 5
FOR #MAK FISCHER REBUILD KIT FOR 10" x 12" VALVE 1 BX 52
RKN57 JAMESBURY SERVICE KIT, BALL VALVE #5150 (12" X 14") 5 EA 53
BOXES (GAUGING GUN METRITAPE ROLLS) 4 BX 59
UPM3116T BALDOR MOTOR, 1 HP 1725-143 JP, 208/230/460 4 EA 6
9N086 TEEL PUMP, ELECTRIC DRIVEN 5 HP IMPELLER 3500 RPM 1 EA 60
US ELECT MOTOR, 10HP/1740RPM/215 T FRAME/230-460V 1 EA 60
MBT112M ASEA FUMP, IMPELLAR 4.6 KW ELECTRIC DRIVEN 2860/3500 RP 1 EA 60
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EMD EMD WATER PUMPS 5 EA 61
A20OL-2 BHAMA MOTOR, YOHP, 3540 RPM, 440 VOLT 1 EA 63
HUB CTY GEARBOX, ANCHOR WINDLASS SUN #96965433 1 EA 63
SPACE VALVE, 8" CAST STEEL RISING STEM 2 EA 65
SPACE VALVE, 8" CAST STEEL RISING STEM 1 EA 65
ALFALAVAL PLATES, FUEL OIL 1 CRATE 66
ALFALAVAL VALVE, PV LOOKS SMALLER THAN 4" FLANGES 4 EA 67
RECOND. VALVE, PV 4" FLANGES 4 EA 67
NEW VALVE, PV 6" FLANGES 5 EA 67
40010667081 DRESSER BOLT, 5/8" X 6" DRESSER COUPLING 40 EA 68
30380100005 DRESSER GASKET, 12" COUPLING GRADE 42 1/2" X 1 1/16" 6 EA 68
30380087005 DRESSER GASKET, 10" COUPLING GRADE 42 1/2" X 1 1/16" 4 EA 68
380028520 DRESSER COUPLING, 10" JPS MARINE #00380028520 4 EA 68
200 CNTRLINE VALVE, BUTTERFLY 16" EPDM LOG STYLE 2 EA 69
TOOL RM MISC/FITTINGS/FASTENERS 2 CRATES 69
9T21A4003 GE TRANSFORMER 1 EA 7
9T21A4003ML GE TRANSFORMER, 9 KVA 0 EA 7
DOVER ULLAGE ASSY COMPLETE, 8" BRONZE 3 EA 71
4-71 CYL. HEAD REBUILT 3 EA 73
EMD POWER PACK ASSY., 645-E2 BLADE ROD 1 EA 73
EMD POWER PACK ASSY, 645-E2 FORK ROD 1 EA 73
DETROIT ENGINE, 12V71 BASIC (REBUILT) 1 EA 78
DETROIT ENGINE, 671 INLINE W/ HEAT EXCHANGER (REBUILT) 1 EA 78
NEW 11FD 17-5 KEYSTONE VALVE, GATE 5" (NEW) 1 EA 80
21217 SULZER JOINT EXPANSION FOR TURBO 1 EA 80
WOODEN CRATE MARKED PHILA SUN 1 EA 80
10491968 AMERI KLEE HOUSING, FILTER (AIR) FOR EMID (SIZE 1200) 1 EA 82
1200 AMERI KLEE ELEMENT, FILTER 1 BX 82
8703857 CAMAN BLADE, EXHAUST FAN 7 BLADES 3 EA 82
SV8CL SEVLOR RAFT, INFLATABLE FOR CARGO TANKS 2 EA 84
0581-SW1136 NELES VALVE, BUTTERFLY 8" WAFER W/VALVE OPERATOR 2 EA 85
6-51-AHH7-1 MULLER 6" BUTTERFLY DISC 8 EA AISLE
GOULDS REBUILD KIT FOR 7.5 W GOULDS PUMP 1 ST BEF 63
STAGE GOULDS REBUILD KIT FOR #VIT 11ALC/6 VERT. PUMP 30 HP PUMP 1 ST BEFORE 63
ENGINE, LISTEN HR-2 (CONDITION QUESTIONABLE) 1 EA BEFORE 63
AQUACHEM CRATE-7 MIGHT RET 96130102 WATER COOLER SOC 1 CRATE BEFORE 63
ERL GAUGE, VAPOR RECOVERY PRESSURE - 4-0-4 1 EA BEFORE 63
G48980 US MOTOR MOTOR, 7.5 HP 1740 RPM 460V, 213 VP 1 EA BEFORE 63
G48984 US MOTOR MOTOR, 30 HP 1755 RPM, 460V, 286 VP 1 EA BEFORE 63
SPARE SIER-BATH NL INT. SCREW PUMPS 2 EA CHALMERS
5F20 CARRIER COMPRESSOR, FRIDGE ON A/C (NEEDS REPAIR) 1 EA EASTERN
MOTOR CARRIER COMPRESSOR (NEEDS REPAIR) 1 EA EASTERN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EMD. HYDRAULIC SWEENY WRENCH 1 SET ELEC. AISLE
LINE, 3/8" X 600' POLY PRO 1 BX ELEC. AISLE
MK3-LBI TANK SYS GUN, GAUGING (HERMETIC) QTI 4 EA ELEC. AISLE
LA-CR METRITAPE TAPE, SENSOR (GAUGING) 2 EA ELEC. AISLE
CR-161MY GE CONTROLLER, ASSY., SAMPLE PUMP MOTOR B-424-0002 2 EA ELEC. AISLE
*A DYNEX/RIVE VALVE, DIRECTIONAL CONTROL (STEERING)(115/PF10SCH) 1 EA ELEC. AISLE
LA-CR METRITAPE TAPE, SENSOR (GAUGING) 1 EA ELEC. AISLE
5150-71-2236 JAMESBURY 14" (BALL ONLY, FOR VALVE $5900.00) 1 EA ELEC. AISLE
GOULD REBUILD KIT, GOULD BOWL ASSY. 1 EA ELEC. AISLE
WHEEL, R.H. 4 BLD 2790MM DIA. 2449MM PITCH 1 EA GP
92NN6510 WHEEL, L.H. 4 BLD 2790MM DIA. 2449MM PITCH 1 EA GP
SHAFT, HOLLOW (PROPULSION ?) (JUNK) 1 EA GP
HT-80-25-1800 PYNEX P.PACK HYDRAULIC (HT-80-25-1800TEFC-P30AD-0-PR-RB) 1 EA GP
KK124-R NAT FOAM INJECTION SYSTEM, FOAM 1 EA GP
WHEEL, R.H. 4 BLD 108" DIA X 76" PITCH 1 EA GP
FORGING, RUDDER STOCK 27' 1 EA GP
RUDDER, BOX TYPE W/PALMED STOCK (REBUILT) 1 EA GP
F10-RP H. MASTER THRUSTER, HARBORMASTER (USED) 2 EA GP
ABS72N022764 171R-82 WHEEL, LH 4 BLD 108" X 76" #H2-372 1 EA GP
ABS72N022764 170R-82 WHEEL, RH 4 BLD 108" X 76" #H2-372 1 EA GP
96-965-18 TAILSHAFT, 28' OAL X 24" DIA (?) (NEW) 1 EA GP
H. MASTER FOUNDATION, THRUSTER (USED) 2 EA GP
NAT FOAM MONITOR SYSTEM, FIRE (USED) 3 EA GP
3/4 22 VAL-MATIC PUMP, FOAM FIRE 50 HP 3500 RPM 2 1/2" (USED) 1 EA GP
6224872 AURORA PUMP, VERT. CENTRIFUGAL 100 GPM W/ELECT MOTOR 12'U 1 EA GP
RACK, FIRE HOSE 2 EA IN PORT 82
NEWCO VALVE, 10" SALE 150 LB CAST STEEL NON MISSING 1 EA ISLAND
MISC BUTTERFLY VALVE REPAIR PARTS 1 BX M.H.
HOUSING ASSY., ENDBELL FOR STEERING MOTOR 1 EA M.H.
SEE DESCR GOULDS BEARING, 1.94" X #A65580F0001109 1 EA M.H.
SEE DESCR GOULDS RETAINER, BEARINGS #A6863 OF 0001018 1 EA M.H.
SEE DESCR GOULDS RETAINER, BEARING #A00985F0001011 14 EA M.H.
BAND, BRAKE FOR DECK WINCH 1 EA M.H.
ERC022KI DANFOSS ACTUATOR, HYDRAULIC FOR BALL VALVE 1 EA M.H.
NAVCO VALVE, GALE 8" NON RISE 150 LB OACTILE IRON 3 EA M.H.
SPACE VALVE, GALE 6" NON RISE 150 LB CAST STEEL 2 EA M.H.
MISC 27 SHEAVES, 1 SPOOLPIECE, 4 SWIVELS 1 CRATE M.H.
SEE DESCR GOULDS BEARING, 1.94" X 2.44 X 4.50" H00254F0001109 9 EA M.H.
MACHINE, TANK CLEANING 2 EA MAIN AISLE
SPARE PARTS, TANK CLEANING MACHINE 1 CRATE MAIN AISLE
5K286QRN3028 GE MOTOR, FUEL OIL TRANSFER PUMP 460V/FRAME L2R6VPl0, 1 EA MAIN AISLE
2289 MTE HYDRA POWER UNIT, HYD. FOR TRASH COMPACTOR. 1 KIT MAIN AISLE
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BLCI018215T WEG RIM ONLY, CLUTCH (PARTIAL) 1 EA MAIN AISLE
BLCl0I8215T WEG HUB ASSY, CLUTCH 1 EA MAIN AISLE
GOULD BOWL ASSEM., FIRE PUMP 1 EA MAIN AISLE
57056 BOWL ASSY., 2 STAGE 66" OAL 2 EA MAIN AISLE
SPOOLPIECE, BALLAST PIPE (8" X 16" 77) 1 EA MARCUS
JAMESBURY VALVE, BALL 14" 1 EA MARCUS
PISTON CROWNS FOR SHIPS MAIN ENGINES, GOOD COND. 4 CRATES NORSHIP
PISTON SKIRTS FOR SHIPS MAIN ENGINE, GOOD COND. 6 CRATES NORSHIP
PROPELLER FOR SUN OIL SHIP (USED) - GOOD CONDITION 1 EA NORSHIP
ANCHOR - 12,150 LBS., GOOD CONDITION (USED) 1 EA NORSHIP
TAILSHAFTS (GOOD COND) NEEDS TO BE RECONDITIONED 2 EA NORSHIP
SPARE TAIL SHAFTS 2 EA NORSHIPCO
FENDER, PIGTAIL 4' (?) 2 EA OUTSIDE
FENDER, PIGTAIL 8' (?) 2 EA OUTSIDE
VMP 6X10 JLC/1 GOULDS PUMP ASSY, BALLAST (NEW) 1 EA OUTSIDE
VIC-L-6X11ALC/6 GOULDS PUMP ASSY, FIRE (NEW) 1 EA OUTSIDE
5 GAL. DARINA GREASE AX 5 GAL P.R.
10 GAL. DONAX TG PLUS 10 GAL P.R.
18 GAL. NALCOOL 2000 18 GAL P.R.
12 CANS STARTING FLUID 12 CANS P.R.
5 GAL. RANDO OIL HD 68 5 GAL P.R.
6 BAGS ALL PURPOSE ABSORBANT 6 BAGS P.R.
5 GAL. MOBILGEAR 636 5 GAL P.R.
5 GAL. MOBILTAC OPEN GEAR GREASE 5 GAL P.R.
2 GAL. ROTELLA T SAE 30 2 GAL P.R.
30 CARTRIDGES SUNAPLEX 992 EP GREASE 30 CARTRIDG P.R.
2 CASE WD 40 PENETRANT 2 CASE P.R.
2 LENGTH AIR HOSE 3/4" 2 EA P.R.
5 GAL MORLINA 220 OIL 5 GAL P.R.
1 QT. RED HAND FILLER PASTE B 1 QT P.R.
1 CASE HAVOLINE ATF DEXRON 2 1 CASE P.R.
2 CASE CRC CONTACT CLEANER 2 CASE P.R.
1 GAL. DYKEM STEEL BLUE 1 GAL P.R.
1 BINKS AIRLESS SPRAY GUN 1 EA P.R.
1 CASE LIQUID WRENCH PENETRANT 1 CASE P.R.
15 GAL. CRC HD DEGREASER 15 GAL P.R.
10 GAL. CRATER 2X GREASE 10 GAL P.R.
10 GAL. MARFAK HD #2 GREASE 10 GAL P.R.
25 GAL. MULTIPRIME CPA099 RED PRIMER 25 GAL P.R.
1 GAL. INTERLAC HTA002 ALUMINUM 1 GAL P.R.
10 GAL. OMALA 460 OIL 10 GAL P.R.
30 GAL. INTERSHEEN LAC274 RED PRIMER 30 GAL P.R.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
10 GAL. INTERSHEEN LAB000 WHITE FINISH 10 GAL P.R.
5 GAL. INTERSHEEN PART A FPL274 EPOXY 5 GAL P.R.
14 GAL. CARBOMASTIC 15 PART A 14 GAL P.R.
9 GAL. CARBOMASTIC, 15 PART B 9 GAL P.R.
7 GAL. ORANGE E DEGREASER ZEP. 7 GAL P.R.
15 GAL. CRC LECTRA CLEAN 15 GAL P.R.
10 GAL. ALVANIA EP GREASE 10 GAL P.R.
1 GAL. INTERLAC FINISH CLD260 ORANGE 1 GAL P.R.
INJECTOR HOLDOWN CLAMP 71 SERIES 4 EA P.R.
BLACKMARE 1 1/4" PUMP 2 EA P.R.
BUFFER SPRING GOV. 2 EA P.R.
ROCKER ARM 2 EA P.R.
VALVE BRIDGES 71 SERIES 2 EA P.R.
GOVERNOR GASKET COVER 2 EA P.R.
INJECTOR WASHER 71 SERIES 6 EA P.R.
GOVERNOR GASKET MOUNTING 1 EA P.R.
INJECTOR JUMPER LINES, 71 SERIES 12 EA P.R.
FUEL RODS W/NUTS, 6-71 3 EA P.R.
FUEL HAND PRIMING PUMP, DETROIT 1 EA P.R.
PTO SEAL, 12V71 2 EA P.R.
BLOWER COUPLING, DETROIT 2 EA P.R.
PISTON RING SET DETROIT 71 3 EA P.R.
CAMSHAFT THRUST WASHERS, DETROIT 4 EA P.R.
VALVE SPRING 71 SERIES 4 EA P.R.
FALK OIL PUMP DR. GEAR 2 EA P.R.
CONN. ROD BRGS. STD. DETROIT 3 EA P.R.
AIR BOX COVER EMD 1 EA P.R.
RED. GEAR OIL COOLER FALK 1 EA P.R.
CHINA TOILET 1 EA P.R.
WOODWARD SG GOVS. 3 EA P.R.
CRANSHAFT THRUST WASHER 71 SERIES 2 EA P.R.
LOWER LINER INSERT EMD 1 EA P.R.
REAR CRANKSHAFT SEAL 71 SERIES DETROIT 4 EA P.R.
EMD ASSORTED GASKETS 1 BOX P.R.
EMD STARTER BENDIX 1 EA P.R.
FALK AIR SHAFT BRGS. SUPPORT & DOWELS 2 EA P.R.
VALVE SEATS 3 EA P.R.
VALVE RETAINER BUTTON 71 4 EA P.R.
CAM FOLLOWER RETAINING SPRING 3 EA P.R.
FUEL PUMP DR. 71 SERIES 1 EA P.R.
AMOT TEMP SERSOR 2 EA P.R.
DETROIT 6-71 OIL PAN GASKET 1 EA P.R.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
WATER PUMP INSTALLATION KIT, 6-71 1 EA
AIR HANDLER FAN BRGS. 6 EA P.R.
CRANKSHAFT SEAL SLEEVES REAR DETROIT 6-71 5 EA P.R.
BRGS. CAPSTAN CARIBE SUN 2 EA P.R.
MUCKING WINCH BRGS. 8 EA P.R.
WILDEN DIAPHRAG PUMP REPAIR KIT 1 EA P.R.
FILLER CAPS HYDRO-START TANK 3 EA P.R.
GASKET, BLOWER END COVER EMD 1 EA P.R.
FULL GASKET KITS DETROIT 2 EA P.R.
VALVE COVER KITS DETROIT 5 EA P.R.
GASKET KIT CYL. HEAD 6-71 DETROIT 1 EA P.R.
20 CARTRIDGES MULTIPURPOSE EP GREASE 20 CARTRIDG P.R.
CYL. KITS STD. DETROIT 2 EA P.R.
1 HYDROTESTING PUMP 1 EA P.R.
SOLAR PANEL 1 EA P.R.
TACHOMETER AC 7 EA P.R.
GEAR WATER PUMP 12V71 1 EA P.R.
WATER PUMPS 6-71 DETROIT 3 EA P.R.
WATER PUMPS 12V71 DETROIT 2 EA P.R.
AMOT VALVES 8 EA P.R.
PRESS. GAUGE 0-500 PSI 1 EA P.R.
PTO BRGS. BORINQUEN SUN 3 EA P.R.
BLOWER DR. COUPLING 1 EA P.R.
THERMOSTATS, 6-71 DETROIT 3 EA P.R.
TACH. DR. NUT 1 EA P.R.
TACH. DR. 4 EA P.R.
OIL PRESS. GAUGE DETROIT 6 EA P.R.
BLOWER QUILL SHAFT, DETROIT 4 EA P.R.
TEMP. GAUGE DETROIT 7 EA P.R.
RIGHT ANGLE DRIVE INPUT SHAFT SEAL, CARIBE SUN 4 EA P.R.
EXPANSION TANK CAPS, DETROIT 1 EA P.R.
WATER PUMP DR. DETROIT 1 EA P.R.
3 HP ELECTRIC MOTOR 1 EA P.R.
HYD. MOTOR BOOM WINCHES 3 EA P.R.
CASES P1510 LUBE OIL FILTERS 9 CASE P.R.
CASES KF6018-10 FILTERS 9 CASE P.R.
CASES AMER-FLEEN FILTERS 8 CASE P.R.
CASE BF-825 FILTERS 1 CASE P.R.
QUICK CONNECT FOR 8" HOSE 1 EA P.R.
CASE P174 FILTERS 1 CASE P.R.
10 HP ELECTRIC MOTOR 1 EA P.R.
13 HP ELECTRIC MOTOR 1 EA P.R
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5 HP ELECTRIC MOTOR 4 EA P.R.
DANFOSS ACTUATOR COVER 3 EA P.R.
DANFOSS ACTUATOR 1 EA P.R.
CONTROL VALVE HANDLES 10 EA P.R.
WATER PUMP INSTALLATION KIT EMD 2 EA P.R.
FALK AIR SHAFT 1 EA P.R.
HYDRO-START ACCUMULATOR 1 EA P.R.
PRIME VALVES DEEP WELL PUMP, BORINQUEN SUN 2 EA P.R.
FAN AIR CONDITIONER UNIT PR SUN 2 EA P.R.
FILTERS FOR INERTING DOCK 7 EA P.R.
SET VANES BLACKMARE PUMP, CARIBE SUN 1 SET P.R.
LEVEL SWITCHES HOLDING TANK 3 EA P.R.
CASES B-96 FILTERS 2 CASE P.R.
HOT PLATE 1 EA P.R.
DANFOSS SELECTOR VALVES 3 EA P.R.
DR. SHAFT PTO TO ANGLE DR. CARIBE SUN 1 EA P.R.
CASE BF 580 FILTERS 8 CASE P.R.
CASE BF 581 FILTERS 5 CASE P.R.
VICKERS FILTERS 941107 9 EA P.R.
CASES BF785 FILTERS 2 CASE P.R.
CASES BF971 FILTERS 10 CASE P.R.
CASE BF784 FILTERS 5 CASE P.R.
EMD PRE-LUBE ANGLE VALVE 1 EA P.R.
WATTS AIR FILTER 1 EA P.R.
POWER SUPPLY, FIRE ALARM BORINQUEN SUN 1 EA P.R.
VICKERS PUMP CARTRIDGE, CARIBE SUN 1 EA P.R.
PHOTO CELL NAV. LIGHT 2 EA P.R.
RUNNING LIGHT BULB 6V 21 EA P.R.
TEMP. SENSORS 2 EA P.R.
CONN. RODS, DETROIT 6-71 2 EA P.R.
BOWL KITS WATTS 6 EA P.R.
1/4", 1" & 3/4" S.S. U JOINTS 1 BOX P.R.
WATTS LUBRICATOR 2 EA P.R.
AIR REGULATOR KITS, FISHER 2 EA P.R.
FREEZER COMPRESSOR 2 EA P.R.
EMD EXHAUST CHAMBER CLAMPS 1 EA P.R.
2" BILGE PUMP PEABODY BARNES 1 EA P.R.
WATER PRESSURE SET PUMP, GOULDS 1 EA P.R.
RED. GEAR COOLING CIRCULATING PUMP/MOTOR 2 EA P.R.
WATER FILTERS 2 EA P.R.
PILOT HOUSE WINDOW WIPER CONTROLLER 1 EA P.R.
DANFOSS INDICATORS 5 EA P.R.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DANFOSS ACTUATOR COVERS, BORINQUEN SUN 2 EA P.R.
ASSORTED DIAPHRAGM PUMP PARTS 1 EA P.R.
CONTROLLERS W/CLOSURES 2 EA P.R.
SPERRY NON-FOLLOW UP CONTROLLER 1 EA P.R.
NAV. LIGHT LAMP CHANGER 2 EA P.R.
STARTER SOLENOID 24V 1 EA P.R.
REBUILD KIT FLOMAX PUMP 1 EA P.R.
VICKERS PUMP STEERING PR & SEMINOLE 1 EA P.R.
YOKOGAMA VOLT METERS 2 EA P.R.
YOKOGAMA FREQUENCY METERS 2 EA P.R.
TEMP. SENSOR 1 EA P.R.
ASSORTED RED. GEAR CIR. PUMP PARTS 1 EA P.R.
SHUT DOWN SOLENOID 1 EA P.R.
PUMPS PART ASSORTED GOULD 1 BOX P.R.
ASSORTED REPAIR PARTS, HOSE BOOMS BORINQUEN SUN 1 EA P.R.
LIFE PRESERVERS 7 EA P.R.
OIL PRESSURE PUMPS (EMD) 2 EA P.R.
600' X 6" DACRON ROPE 2 EA P.R.
600' X 5" DACRON ROPE 2 EA P.R.
600' X 9" DACRON ROPE 1 EA P.R.
300' X 3.5" DACRON ROPE 1 EA P.R.
FLOURESCENT LAMPS FC 12T9 7 CASE P.R.
SEARCH LIGHT BULBS 1 CASE P.R.
FLOURESCENT TUBES 1 CASE P.R.
50W BULBS 1 CASE P.R.
67W BULBS 1 CASE P.R.
48" FLUORESCENT TUBES 1 CASE P.R.
SCOTT AIR PACK CASES 3 EA P.R.
500' X 1.5" ANCHOR CABLE FOR BORINQUEN SUN 1 EA P.R.
ORGANIC VAPOR A CARTRIDGES 6 CASE P.R.
SCALER TEETH 2 SET P.R.
TOW WINCH BRAKE CYLINDER (AIR) 1 EA P.R.
AIR CONDITIONER COMPRESSOR 1 EA P.R.
FRONT PTO DETROIT DIESEL 6-71 3 EA P.R.
MAIN BRGS. STD. DETROIT 3 EA P.R.
SCOTT AIR CYLINDERS 2 EA P.R.
GASKET SET, BLOWER DETROIT 6 EA P.R.
2000' X 2" TOW WIRE 1 EA P.R.
DEVILS CLAW 1 EA P.R.
BLOCK, THREE PART 1 EA P.R.
BLOCK, TWO PART 2 EA P.R.
SNATCH BLOCK (WOOD) 1 EA P.R.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FILTERS (WATER LINE DOCK) 16 EA P.R.
RESPIRATOR MASK 9 EA P.R.
SENSORS FIRE & SMOKE 8 EA P.R.
LENGTH 1 1/2" FIRE HOSE 3 EA P.R.
LENGTH FIRE HOSE 2 1/2" 3 EA P.R.
EXPLOSION PROOF LAMPS 3 EA P.R.
185' X 11" SHOCKLINES WITH THIMBLES EACH END 6 EA P.R.
RUBBER PAILS 8 EA P.R.
RT-200 DECK SCALER, PNEUMATIC 1 EA P.R
THIMBLES SHOCK LINE 14 EA P.R.
MANIFOLD WATER CONNECTIONS 1 EA P.R.
ASSORTED FITTINGS WATER/AIR CONN. 1 BOX P.R.
HOSE SADDLES 6 EA P.R.
3 AIR HOSE MANIFOLDS 3/4" 3 EA P.R.
1 COPPUS AID EDUCTOR 1 EA P.R.
7 COPPUS AIR BLOWERS 7 EA P.R.
6 BUTTERWORTH MACHINES, CLOUD 6 EA P.R.
2 SELLERS STEAM/WATER MIXER, (JET) 2 EA P.R.
4 MUCKING WINCHES 4 EA P.R.
LENGTH AIR HOSE 2" X 40' 2 EA P.R.
SAIL 1 EA P.R.
DISPOSABLE COVERALLS 1 BOX P.R.
WYE CONN. 2 1/2" X 1 1/2" 2 EA P.R.
CO 2 BOTTLES 2 EA P.R.
FLEX DUCTS, 12" X 10' 3 EA P.R.
RUBBER BOOTS (PAIR) 7 PAIR P.R.
90 DEG. ELBOW REDUCER 1 EA P.R.
SPRAYER 1 EA P.R.
AIR HOSE 3/4" W/CHICAGO PNEUMATIC FITTINGS 8 EA P.R.
SECTIONS OF 2" CAMLOCK FITTING HOSE 6 EA P.R.
SECTIONS OF TANK CLEANING HOSE 2 EA P.R.
LINING, BRAKE BAND T/W PR & SEMINOLE SUN 1 EA P.R.
BAIL ABSORBENT PADS 1 BAIL P.R.
BAIL RAGS 1 BAIL P.R.
BAGS ALL PURPOSE ABSORBENT 3 BAGS P.R.
COPPUS BLOWER DISCHARGE REDUCER 1 EA P.R.
40OW HPS LAMP 1 EA P.R.
3/8" AIR REGULATOR 1 EA P.R.
SCAVENGING OIL PUMP (EMD) 1 EA P.R.
ASSORTED GASKETS, DETROIT 1 BOX P.R.
HYDRO-START HAND PUMP 5 EA P.R.
DETROIT GENERATOR COUPLING 6-71 2 EA P.R.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
TRACOR MARCON, POWER SUPPLY BOARD 1 EA P.R.
N-65 FUEL INJECTORS, DETROIT 13 EA P.R.
AMOT OVERSPEED VALVE 1 EA P.R.
10" BALL VALVE SEATS, JAMESBURY 8 EA P.R.
FURUNO FR 800 MONITOR ASSY 1 EA P.R.
SPERRY NON-FOLLOW UP CONTROLLER 1 EA P.R.
ROBERTSON S-9 NON-FOLLOW UP CONTROLLER 1 EA P.R.
METRITAPE DECK MASTER DISPLAY 1 EA P.R.
PAPER TOWEL DISPENSER 4 EA P.R.
TRACOR MARCON, MONITOR 1 EA P.R.
N-60 FUEL INJECTORS, DETROIT 10 EA P.R.
CRANKCASE PRESSURE SENSOR, EMD 1 EA P.R.
LENGTH 120 PITCH ROLLER CHAIN 3 EA P.R.
LENGTH 140 PITCH ROLLER CHAIN 3 EA P.R.
CAPSTAN HYD. MOTOR, BORINQUEN SUN 1 EA P.R.
PRESS. GAUGES 0-100 1/2" CONN. 2 EA P.R.
VICKERS CHECK VALVES 2 EA P.R.
BALL VALVE SEATS 2" 2 EA P.R.
HYDRO-START STARTERS 3 EA P.R.
HEAT EXCHANGERS QUINCY 325 3 EA P.R.
AMARILLO RIGHT ANGLE SIGHT GLASSES 3 EA P.R.
ASSORTED GASKETS & SMALL PARTS, QUINCY 1 BOX P.R.
PISTONS LOW PRESS. QUINCY 325 2 EA P.R.
AIR INTAKE FILTER HOUSINGS, QUINCY 325 2 EA P.R.
AIR INTAKE ELEMENTS QUINCY 325 5 EA P.R.
OIL PUMP QUINCY 325 1 EA P.R.
CYL. HEAD QUINCY 325 1 EA P.R.
VICKERS HYD. MOTORS, 25M 2 EA P.R.
35" CLUTCH GLAND. FALK 1 EA P.R.
CAMSHAFT SEGMENT (EMD) 1 EA P.R.
WOODWARD PGA GOVERNORS (EMD) 2 EA P.R.
FRESH WATER PUMPS (EMD) 10 EA P.R.
QUINCY 325 AIR COMPRESSOR 1 EA P.R.
POWER PACKS E-2. TWO BLADES, TWO FORKS 4 EA P.R.
PTO DRIVE RINGS, 12V71 DETROIT ENGINE 2 EA P.R.
CYLINDER HEAD DETROIT 6-71 1 EA P.R.
METRITAPE SENSOR W/FILTER 2 EA P.R.
HYD. MOTOR, CAPSTAN CARIBE SUN 1 EA P.R.
CLUTCH DRUM. FALK 1 EA P.R.
VICKERS M-50 HYD. MOTORS, TOW WINCH 2 EA P.R.
60 KW DELCO GENERATOR 1 EA P.R.
RH PROPELLAR, PR AND SEMINOLE SUN CLASS 1 EA P.R.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
TRACOR MARCON, PROCESS & DISPLAY BOARD 1 EA P.R
10" BALL VALVES JAMESBURY 2 EA P.R.
BALL VALVE SEATS 12" JAMESBURY 2 EA P.R.
FUEL INJECTORS, EMD 32 EA P.R.
GLASS PANES, PILOT HOUSE WINDOWS 2 EA P.R.
CUTLASS BEARING 0 EA PT.BREEZE
CYLINDER LINER,SULZER (NEW/REBUILT) 1 EA PT.BREEZE
ET,Sl00 PUSNES RETRIEVAL SYSTEM (CABLE/BOX/DRUM/CLACK) 1 ST RAMP DR
PRO PUMP #57054 BOWL ASSY, 128" OAL X 1 15/16" 7 STAGE 1 EA RAMPWAY
BAG LARGE PLASTIC BAGS 1 BX RETURN
COMPRESSOR, SEWAGE TREATMENT BLOWER (NEEDS REPAIR) 1 EA RETURN
APPOLLO 3" BALL VALVE (BRONZE) 10 EA RETURN
VALVE, 3" CHECK (NEW) 1 EA RETURN
MIRROR SPOTLITE 1 EA RETURN
MISC. LARGE HOSE CLAMPS 11 BX SECT. 1
9241664 D.D. HOOD, OIL BATH AIR FILTER 2 EA SECT. 1
5167978 D.D. PAN, OIL 1 EA SECT. 1
5103641 D.D. VALVE COVER, 4-71 4 EA SECT. 1
9241663 D.D. HOOD, OIL BATH AIR FILTER 8 EA SECT. 1
BF 596 BALDWIN FILTER, OIL 4 EA SECT. 10
R5158159 D.D. BLOWER 1 EA SECT. 10
MISC. USED AIR CONTROLS 1 BX SECT. 10
PT-831-4 ROCKFORD HOUSING, P.T.O. 8" 1 EA SECT. 10
BF 785 BALDWIN FILTER, OIL 12 EA SECT. 10&4
8084510 EMD GEAR 1 EA SECT. 2
8081396 EMD BUSHING (BEARINGS) 1 EA SECT. 2
8239872 EMD IMPELLER 1 EA SECT. 2
40000927 EMD SEAL KIT, WATER PUMP 5 EA SECT. 2
8141612 EMD ELBOW, WATER 3 EA SECT. 2
89451 TELEDYNE OVERHAUL KIT 1 EA SECT. 2
9087074 EMD GASKET, TOP DECK 3 EA SECT. 2
VICKERS SEAL KIT FOR D0175-8-C-10 CONTROL VALVE 1 EA SECT. 2
53043 EMD FLANGE 5 EA SECT. 2
-300- AEROQUIP DRESSER COUPLINGS 3 EA SECT. 2
9544892 EMD SEAL KIT, WATER PUMP 2 EA SECT. 2
8060006 EMD IMPELLER, WATER PUMP 2 EA SECT. 2
65E67 EMD GEAR, WATER PUMP (USED ?) 1 EA SECT. 2
9580758 EMD KIT, WATER PUMP 2 EA SECT. 2
? MISC. GEAR PUMP PARTS 1 BX SECT. 2
11658 WESTERBE S/W PUMP 1 EA SECT. 2
6059K ULTRA GLI PUSH-PULL CABLE 1 EA SECT. 2
168071176 EMD BEARING 2 EA SECT. 2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EMD MISC. WATER PUMP PARTS 1 SHELF SECT. 2
8084508 EMD GEAR 1 EA SECT. 3
8048883 EMD VALVE BODY 15 EA SECT. 3
8024846 EMD NEDLE VALVE (BLOW DOWNS) 32 EA SECT. 3
8176028 EMD GEIAR 1 EA SECT. 3
8405428 EMD TUBE ("P" PIPE) 21 EA SECT. 3
8176032 EMD GEAR 1 EA SECT. 3
9509180 EMD RING, CYL. HEAD 5 EA SECT. 3
D.D. OIL PAN 6-71 1 EA SECT. 3
D.D. OIL PAN 4-71 1 EA SECT. 3
MISC. P.T.O. PARTS 1 BX SECT. 3
8029492 EMD GEAR 5 EA SECT. 3
D.D. BRACKET, 6-71 LIFTING 9 EA SECT. 4
5167775 D.D. OIL COOLER COVER PLATE 6-71 1 EA SECT. 4
D.D. HOUSING, V-71 SHUT DOWN 1 EA SECT. 4
B-95 BALDWIN FILTER 3 BX SECT. 4
D.D. HOUSING, INLINE 71 SHUT DOWN 1 EA SECT. 4
5175980 D.D. PUMP, OIL 3 EA SECT. 4
D.D. GASKET KIT, BLOWER (OPENED BOXES) 12 EA SECT. 4
D.D. MISC. OIL FILTER HOUSINGS 8 EA SECT. 4
5126348 D.D. GEAR 1 EA SECT. 4
5193118 D.D. HEAD GASKET KIT (6-71) 2 EA SECT. 4
8547547 D.D. OIL COOLER, 6-71 1 EA SECT. 4
5169646 D.D. OIL COOLER HOUSING 6-71 1 EA SECT. 4
D.D. VALVE COVER, 6-71 1 EA SECT. 4
8547237 D.D. OIL COOLER, V-12 1 EA SECT. 4
RX5135515 D.D. CONNECTING ROD, INLINE 71 8 EA SECT. 5
WILDEN MISC. AIR PUMP PARTS 4 SHELVES SECT. 5
N-60 D.D. INJECTOR 4 EA SECT. 6
? BEEBE WINCH SHAFT 1 EA SECT. 6
5199413 D.D. HOUSING (ROCKFORD P.T.D. SEAL) 1 EA SECT. 6
1-05167709 D.D. EXPANSION TANK 2 EA SECT. 6
? FAN, GENERATOR COOLING 1 EA SECT. 6
1/2" COPPER TUBE (FEET) 50 FT SECT. 7
14" P.T.O. CARRIER 1 EA SECT. 7
5/16" COPPER TUBE (FEET) 50 FT SECT. 7
8362040 EMD DETECTOR (CRANK CASE) 2 EA SECT. 8
0 MEGA-QUIC METAL REPAIR KIT 2 EA SECT. 8
0-421-4 BF6 ULLAGE CAPS 4 EA PECT. 8
8335767 EMD ELEMENT (OIL SEPERATOR) 1 EA SECT. 8
EMD MISC. GASKETS 1 BX SECT. 8
1114120 DELCO 12V STARTER 1 EA SECT. 8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Manufactures Number Manufacture Description Quantity Unit of Measure Location
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
MISC. BUSHING STOCK (BRONZE, STEEL, POLY) 1 SHELF SECT. 8
R23506790 D.D. WATER PUMP 2 EA SECT. 8
9050841 D.D. KIT, PISTON & LINER 5 EA SECT. 8
5196950 D.D. ELEMENT, OIL BATH AIR FILTER 14 EA SECT. 8
D.D. BLOWER, 6-12V 71 2 EA SECT. 8
BF 580 BALDWIN FILTER, PRIMARY FUEL 11 EA SECT. 8
BF 581 BALDWIN FILTER, SECONDARY FUEL 15 EA SECT. 8
WABCO REBUILD KITS, AIR CONTROLS 1 BX SECT. 8
8029533 EMD GEAR 1 EA SECT. 8
I.R. MISC., AIR STARTER PARTS 2 SHELVES SECT. 9
5196942 D.D. ELEMENT, OIL BATH AIR FILTER 2 EA SECT. 9
CROSBY SHACKLES 85 TON SAFETY (USED) 1 EA SUN BIN
SUPPLY, POWER (NEW YORK SUN & NORTHERN SUN) 1 EA SUN BIN
96965340 PROPELLER BRONZE 1 EA NSUN DOCK
</TABLE>
<PAGE>
FIRST AMENDMENT AGREEMENT
This Agreement is made as of the 28th day of August, 1997 by and
between Aston Shipping Company, a Delaware corporation, and Sun Transport, Inc.,
a Delaware corporation, (hereinafter "Sellers") and Maritrans Inc. a Delaware
corporation, or a subsidiary designated by it (hereinafter "Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer entered into a Memorandum of Agreement dated
July 25, 1997 (hereinafter "MOA") for the sale of the Tug Puerto Rico Sun
(Official No. 529198), the Tug Seminole Sun (Official No. 529910), the Barge
Caribe Sun (Official No. 531135) and the Barge Borinquen Sun (Official No.
928381) (hereinafter collectively referred to as the "Vessels"); and
WHEREAS, under the terms of the MOA the Vessels were to be delivered to
Buyer by August 31, 1997; and
WHEREAS, the parties hereto wish to extend the time for delivery of the
Vessels.
NOW, THEREFORE, intending to be legally bound hereby, the parties agree
as follows:
1. Paragraph 7 of the MOA shall be amended to read as follows:
"7. Place and Time of Delivery. The Vessels shall be delivered by
Sellers and taken over by Buyer in international waters off Yabucoa, Puerto
Rico, between September 1, 1997 and October 30, 1997. If Vessels are not
delivered by October 30, 1997, Buyer shall have the option to cancel this MOA,
which
<PAGE>
option shall be exercised within seventy-two hours thereof.
2. Paragraph 19 of the MOA shall be amended to read as follows:
"19. Conditions. The sale contemplated hereunder is conditioned upon
and is subject to:
a. The results of the underwater inspection referred to in
paragraph 6 being satisfactory to Buyer in the event Buyer
chooses to perform same.
b. Buyer and Sellers or an affiliate of Sellers having
entered into mutually satisfactory charters for the Vessels.
c. Buyer and Sellers having each made appropriate
Hart-Scott-Rodino filings, filing fees to be paid by Buyer,
and approval thereunder having been granted or the waiting
period thereunder expired.
Closing on the sale of the Vessels shall occur on the date mutually
agreed upon by the parties in accordance with Clause 7 above promptly after the
satisfaction of the last of the conditions required to be satisfied under this
Paragraph 19, provided, however, that the parties shall use reasonable best
efforts to satisfy such conditions and close on the sale of the Vessels on or
prior to October 30, 1997.
3. The capitalized terms used herein, if not otherwise defined, shall
have the same meaning as in the MOA.
4. Except as specifically modified above, the terms and conditions of
the MOA shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have caused these presents
to be executed by a duly authorized officer as of the day and year first written
above.
MARITRANS INC. ASTON SHIPPING COMPANY
By: /s/ John C. Newcomb, V.P. By: /s/ James L. Fidler
------------------------- -------------------
Date: August 28, 1997 Date: August 28, 1997
- ----------------------------- ------------------
SUN TRANSPORT, INC.
By: /s/ James L. Fidler
-------------------
Date: August 28, 1997
-----------------------
