Exhibit 10.7


 


	
  MEMORANDUM OF AGREEMENT

   

  	
  Norwegian Shipbrokers’
  Association’s Memorandum

  of Agreement for sale
  and purchase of ships,

  Adopted by The Baltic
  and International Maritime

  Council
  (BIMCO) in 1956.

  Code-name

  SALEFORM 1993

  Revised
  1966, 1983 and 1986/87

  



 


Dated: 24th October, 2007


 


Erik Thun AB, Lidköping,
Sweden, (50%) and B & N Rederi AB, Skärhamn, Sweden, (50%) Jointly (Disponent
Owners: B&N Nordsjöfrakt AB, Skärhamn, Sweden.)


 


	
  hereinafter called the
  Sellers, have agreed to sell, and

  	
  1

  
	
  A company to be nominated and
  guaranteed by Britannia Bulk PLC, London, U.K

  	
   

  
	
  hereinafter called the
  Buyers, have agreed to buy

  	
  2

  
	
   

  	
   

  
	
  Name: m/s “HOLMÖN”

  	
  3

  
	
   

  	
   

  
	
  Classification Society/Class:

  	
   

  
	
  L.R. + 100A1 Strengthened for
  heavy cargoes, Ice Class 1A, + LMC, UMS

  	
  4

  
	
   

  	
   

  
	
  Built:
  1978

  	
  By:
  Kalmar Fartygsreperationr AB,
  Kalmar,  Sweden

  	
  5

  
	
   

  
	
  Flag:
  Swedish

  	
  Place
  of Registration: Skärhamn, Sweden

  	
  6

  
	
   

  	
   

  
	
  Call
  Sign: SKTP

  	
  Grt/Nrt  GT/NT: 8363 / 3987

  	
  7

  
	
   

  	
   

  
	
  Register IMO number :
  7531357

  	
  8

  
	
   

  	
   

  
	
  hereinafter called the
  Vessel, on the following terms and conditions:

  	
  9

  
	
   

  	
   

  
	
  Definitions

  	
  10

  
	
   

  	
   

  
	
  “Banking days” are days on which banks are open both
  in the country of the currency

  	
  11

  
	
  stipulated for the Purchase Price in Clause 1 and in
  the place of closing stipulated in Clause 8.

  	
  12

  
	
   

  	
   

  
	
  “In writing” or “written” means a letter handed over
  from the Sellers to the Buyers or vice versa,

  	
  13

  
	
  a registered letter, telex, telefax or other modern
  form of written communication.

  	
  14

  
	
  “Classification Society” or “Class” means the
  Society referred to in line 4.

  	
  15

  
	
   

  	
   

  
	
  1.        Purchase
  Price

  	
  16

  
	
   

  	
   

  
	
  $5,700,000 (Five
  Million seven hundred thousand U. S. dollars)

  	
   

  
	
   

  	
   

  
	
  2.        Deposit

  	
  17

  
	
  As security for the correct fulfillment of this
  contract, the Buyers shall pay a deposit of 10% 

  	
  18

  
	
  (ten per cent) of the Purchase Money within 3
  (three) London/New York banking days from the date of

  	
   

  
	
  Buyers counter signing a fax-copy of this

  	
  19

  
	
  agreement and the opening of a joint bank account.
  This deposit shall be placed with Nordea

  	
   

  
	
  Gothenberg, Sweden

  	
  20

  
	
  and held by them in a joint interest bearing account
  for the Sellers and the Buyers, to be released in

  	
   

  
	
  accordance

  	
  21

  
	
  with joint written instructions of the Sellers and
  the Buyers, interest, if any, to be credited to the

  	
  22

  
	
  Buyers. Any fee charged for holding the said deposit
  shall be borne equally by the Sellers and the

  	
  23

  
	
  Buyers.

  	
  24

  
	
   

  	
   

  
	
  3.        Payment
  - see also §17.

  	
  25

  
	
   

  	
   

  
	
  The said Purchase Price shall be paid in full free
  of bank charges to Sellers’ account with Nordea

  	
   

  
	
  Gothunberg, Sweden

  	
  26

  
	
  on delivery of the Vessel, but not later than 3
  London/ New York banking days after the Vessel is in all

  	
   

  
	
  every respects

  	
  27

  
	
  physically ready for delivery in accordance with the
  terms and conditions of this Agreement and

  	
  28

  
	
  Notice of the Readiness has been given in accordance
  with Clause 5.

  	
  29

  



 

















	
  4.        Inspections

  	
  30

  
	
   

  	
   

  
	
  a)*      The
  Buyers have inspected and accepted the Vessel’s classification records.
  The Buyers

  	
  31

  
	
  have
  also inspected the Vessel at/in  King’s
  North, U.K. on 19th, 20th October, 2007,

  	
  32

  
	
  and
  have accepted the Vessel as she is following this inspection and the sale is
  outright and definite

  	
  33

  
	
  subject
  only to the terms and conditions of this Agreement.

  	
  34

  
	
   

  	
   

  
	
  b)*      The
  Buyers shall have the right to inspect the Vessel’s classification records
  and steel gauging

  	
   

  
	
  measurements which shall not be a subject declare

  	
  35

  
	
  whether
  and same are in any case accepted. or not within.

  	
  36

  
	
   

  	
   

  
	
  The
  Sellers shall provide for inspection of the

  	
  37

  
	
  Vessel
  at/in The Buyers shall undertake the inspection without undue delay to the
  Vessel. Should the

  	
  38

  
	
  Buyers
  cause undue delay they shall compensate the Sellers for the losses thereby
  incurred.

  	
  39

  
	
  The
  Buyers shall inspect the Vessel without opening up and without [ILLEGIBLE] to
  the Sellers.

  	
  40

  
	
  During
  the inspection, the Vessel’s desk and engine log books shall be made
  available for

  	
  41

  
	
  examination
  by the Buyers. If the Vessel is accepted after such inspection the sole shall

  	
  42

  
	
  become
  outright and definite subject only to the terms and conditions of this
  Agreement

  	
  43

  
	
  provided
  the Sellers receive written notice of acceptance from the Buyers within 72
  hours

  	
  44

  
	
  after
  completion of such inspection.

  	
  45

  
	
  Should
  notice of acceptance of the Vessels classification records and of the Vessel
  not be

  	
  46

  
	
  received
  by the Sellers as aforesaid, the deposit together with interest earned shall
  be

  	
  47

  
	
  released
  immediately to the Buyers whereafter this Agreement shall be null and void.

  	
  48

  
	
   

  	
   

  
	
  *         4 a)
  and 4b) are alternatives; delete whichever is not applicable. In the absence
  of deletions,

  	
  49

  
	
  alternative
  4a) to apply

  	
  50

  
	
   

  	
   

  
	
  5.        Notices,
  time and place of delivery

  	
  51

  
	
   

  	
   

  
	
  a)        The
  Sellers shall keep the Buyers well informed of the Vessel’s itinerary and
  shall

  	
  52

  
	
  provide the
  Buyers with 20, 15, 10, 5, 3 and 2 days notice of the estimated time of
  arrival at the

  	
   

  
	
  intended place
  of dry decking /under water inspection/  approximate date of readiness  for delivery.

  	
   

  
	
  When the Vessel
  is at the place

  	
  54

  
	
  of delivery and
  in every all respect physically ready for delivery in
  accordance with this

  	
  55

  
	
  Agreement, the
  Sellers shall give the Buyers a written Notice of Readiness for delivery.

  	
  56

  
	
   

  	
   

  
	
  The Vessel shall
  be delivered and taken over free of
  charter and with clean swept and fresh water

  	
   

  
	
  washed
  holds safely afloat at a safe and always accessible berth
  or

  	
  57

  
	
  encharge
  at/in  a place mutually agreeable
  between Sellers and Buyers,

  	
  58

  
	
  in the Sellers’
  option.

  	
  59

  
	
   

  	
   

  
	
  Expected time of
  delivery within December 2007, and
  January, 2008.

  	
  60

  
	
   

  	
   

  
	
  Date of
  cancelling (see Clauses 5 c), 6 b) (III) and 14) : 31st January, 2008.

  	
  61

  
	
   

  	
   

  
	
  Should the
  Vessel not be ready for delivery by 31st January, 2008, the Buyers
  shall have the right to

  	
   

  
	
  Maintain or
  cancel this agreement . If Buyers elect to cancel then the deposit together
  with any

  	
   

  
	
  Accrued interest
  is to be immediately released to Buyers

  	
   

  
	
   

  	
   

  
	
  b)        If
  the Sellers anticipate that not withstanding the exercise of due diligence by
  them, the

  	
  62

  
	
  Vessel will not
  be ready for delivery by the cancelling date they may notify the Buyers in

  	
  63

  
	
  writing stating
  the date when they anticipate that the Vessel will be ready for delivery and

  	
  64

  
	
  propose a new
  cancelling date . Upon receipt of such notification the Buyers shall have the

  	
  65

  
	
  option of either
  cancelling this Agreement in accordance with Clause 14 within 7 running

  	
  66

  
	
  days of receipt
  of the notice or of accepting the new date as the new cancelling date . If
  the

  	
  67

  
	
  Buyers have not
  declared their option within 7 running days of receipt of the Sellers’

  	
  68

  
	
  notification or
  if the Buyers accept the new date, the date proposed in the Sellers’
  notification

  	
  69

  
	
  shall be deemed
  to be the new cancelling date and shall be substituted for the cancelling

  	
  70

  
	
  date stipulated
  in line 61.

  	
  71

  
	
   

  	
   

  
	
   

  	
   

  
	
  If this
  Agreement is maintained with the new cancelling date all other terms and
  conditions

  	
  72

  
	
  hereof including
  those contained in Clauses 5 a) and 5 b) shall remain unaltered and in full

  	
  73

  
	
  force and
  effect. Cancellation or failure to cancel shall be entirely without prejudice
  to any

  	
  74

  
	
  claim for
  damages the Buyers may have under Clause 14 for the Vessel not being ready by

  	
  75

  
	
   the original cancelling date.

  	
  76

  
	
   

  	
   

  



 

















 


	
  d)        Should
  the Vessel become an actual, constructive or compromised total loss before
  delivery

  	
  77

  
	
  the deposit
  together with interest earned shall be released immediately to the Buyers

  	
  78

  
	
  whereafter this
  Agreement shall be null and void.

  	
  79

  
	
   

  	
   

  
	
  B.        Drydocking/Divers
  Inspection.- See also §18.

  	
  80

  
	
   

  	
   

  
	
  a)**    The
  Sellers shall place the Vessel in drydock at the port of delivery for
  inspection by the

  	
  81

  
	
  Classification
  Society of the Vessel’s underwater parts below the deepest load line, the

  	
  82

  
	
  extent of the
  inspection being in accordance with the Classification Society’s rules. If
  the

  	
  83

  
	
  rudder,
  propeller, bottom or other underwater parts below the deepest load line are
  found

  	
  84

  
	
  broken, damaged
  or defective so as to effect the Vessel’s class, such defects shall be made

  	
  85

  
	
  good at the
  Sellers’ expense to the satisfaction of the Classification Society without

  	
  86

  
	
  condition/recommendation”.

  	
  87

  
	
   

  	
   

  
	
  b)**   (i)        The Vessel is to be delivered without
  drydocking. However, the Buyers shall

  	
  88

  
	
  have the right
  at their expense to arrange for an underwater inspection by a diver approved

  	
  89

  
	
  by the
  Classification Society and with video
  equipment prior to the delivery of the Vessel.

  	
   

  
	
  The Sellers
  shall at their

  	
  90

  
	
  cost make the
  Vessel available for such inspection. The extent of the inspection and the

  	
  91

  
	
  conditions under
  which it is performed shall be to the satisfaction of the Classification

  	
  92

  
	
  Society and shall, apart from the Class Surveyor, also
  be attended by Buyers’ and Sellers’

  	
   

  
	
  representatives.
  The Class Surveyor fee shall be for Buyers’ account, however, Sellers
  shall

  	
   

  
	
  appoint
  the Class Surveyor and co-ordinate with Buyers’ appointed diving company
  to achieve

  	
   

  
	
  optimum
  time for the survey. If the conditions at the port of
  delivery are unsuitable for

  	
   

  
	
  such inspection,
  the

  	
  93

  
	
  Sellers shall
  make the Vessel available at a suitable alternative place near to the
  delivery

  	
  94

  
	
  port.

  	
  95

  
	
   

  	
   

  
	
  (ii)       If the rudder, propeller, bottom or
  other underwater parts below the deepest load line

  	
  96

  
	
  are found
  broken, damaged or defective so as to constitute
  a recommendation requiring the

  	
   

  
	
  Vessel
  to drydock immediately  effect the Vessel’s class, then
  unless

  	
  97

  
	
  repairs can be
  carried out afloat to the satisfaction of the Classification Society,
  the Sellers

  	
  98

  
	
  shall arrange
  for the Vessel to be drydocked at their expense for inspection by the

  	
  99

  
	
  Classification
  Society of the Vessel’s underwater parts below the deepest load line, the

  	
  100

  
	
  extent of the
  inspection being in accordance with the Classification Society’s rules. If
  the 

  	
  101

  
	
  rudder,
  propeller, bottom or other underwater parts below the deepest load line are
  found

  	
  102

  
	
  broken, damaged
  or defective so as to affect the Vessel’s class, such defects shall be made

  	
  103

  
	
  good by the
  Sellers at their expense to the satisfaction of the Classification Society

  	
  104

  
	
  without
  condition/recommendation”. In such event the Sellers are to pay also for the
  cost of

  	
  105

  
	
  the underwater
  inspection and the Classification Society’s attendance.

  	
  106

  
	
   

  	
   

  
	
  (iii)      If the Vessel is to be drydocked
  pursuant to Clause 6 b) (ii) and no suitable dry-

  	
  107

  
	
  docking
  facilities are available at the port of delivery, the Sellers shall take the
  Vessel

  	
  108

  
	
  to a port where
  suitable drydocking facilities are available, whether within or outside the

  	
  109

  
	
  delivery range
  as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver

  	
  110

  
	
  the Vessel at a
  port within the delivery range as per Clause 5 b) which shall for the

  	
  111

  
	
  purpose of this
  Clause, become the new port of delivery. In such event the canceling date

  	
  112

  
	
  provided for in
  Clause 5 b) shall be extended without any
  compensation and damages imposed on

  	
   

  
	
  the
  Sellers for the period corresponding to that of the Sellers finding a proper
  drydock, transporting

  	
   

  
	
  the
  Vessel from the port of underwater inspection up to the drydock and making
  and completing the

  	
   

  
	
  required
  repair at the drydock  by the additional time required
  for the

  	
  113

  
	
  drydocking and
  extra steaming, but limited to a maximum of 14 running days.

  	
  114

  
	
   

  	
   

  
	
  c)        If
  the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above

  	
  115

  
	
   

  	
   

  
	
  (i)        the Classification Society may require
  survey of the tail shaft system, the extent of

  	
  116

  
	
  the survey being
  to the satisfaction of the Classification surveyor. If such survey is not

  	
  117

  
	
  required by the
  Classification Society, the Buyers shall have the right to require the tail shaft

  	
  118

  
	
  to be drawn and
  surveyed by the Classification Society, the extent of the survey being in

  	
  119

  
	
  accordance with
  the Classification Society’s rules for tail shaft survey and consistent
  with

  	
  120

  
	
  the current
  stage of the Vessel’s survey cycle. The Buyers shall declare whether they

  	
  121

  
	
  require the tail
  shaft to be drawn and surveyed not later than by the completion of the

  	
  122

  
	
  inspection by
  the Classification Society. The drawing and refitting of the tail shaft shall
  be

  	
  123

  
	
  arranged by the
  Sellers. Should any parts of the tail shaft system be condemned or found

  	
  124

  
	
  defective so as
  to affect the Vessel’s class, those parts shall be renewed or made good at

  	
  125

  
	
  the Seller’s
  expense to the satisfaction of the Classification Society without 

  	
  126

  
	
  condition/recommendation”.

  	
  127

  



 

















	
  (ii)       the expenses relating to the survey of
  the tail shaft system shall be borne

  	
  128

  
	
  by the Buyers
  unless the Classification Society requires such survey to be carried out, in

  	
  129

  
	
  which case the
  Sellers shall pay these expenses. The Sellers shall also pay the expenses 

  	
  130

  
	
  if the Buyers
  require the survey and parts of the system are condemned or found defective

  	
  131

  
	
  or broken so as
  to affect the Vessel’s class*.

  	
  132

  
	
   

  	
   

  
	
  (iii)      the expenses in connection with putting
  the Vessel in and taking her out of 

  	
  133

  
	
  drydock,
  including the drydock dues and the Classification Society’s fees shall be
  paid by

  	
  134

  
	
  the Sellers if
  the Classification Society Issues any condition/recommendation* as a result

  	
  135

  
	
  of the survey or
  if it requires survey of the  tail
  shaft system. In all other cases the Buyers

  	
  136

  
	
  shall pay the
  aforesaid expenses, dues and fees.

  	
  137

  
	
   

  	
   

  
	
  (iv)     the Buyers’ representative shall have the
  right to be present in the drydock, but

  	
  138

  
	
  without
  interfering with the work or decisions of the Classification surveyor.

  	
  139

  
	
   

  	
   

  
	
  (v)      the Buyers shall have the right to have
  the underwater parts of the Vessel

  	
  140

  
	
  cleaned and
  painted at their risk and expense without interfering with the Sellers’ or
  the

  	
  141

  
	
  Classification
  surveyor’s work, if any, and without affecting the Vessel’s timely delivery.
  If,

  	
  142

  
	
  however, the
  Buyers’ work in drydock is still in progress when the Sellers have

  	
  143

  
	
  completed the
  work which the Sellers are required to do, the additional docking time

  	
  144

  
	
  needed to
  complete the Buyers’ work shall be for the Buyers’ risk and expense, in the
  event

  	
  145

  
	
  that the Buyers’
  work requires such additional time, the Sellers may upon completion of the

  	
  146

  
	
  Sellers’ work
  tender Notice of Readiness for delivery whilst the Vessel is still in drydock

  	
  147

  
	
  and the Buyers
  shall be obliged to take delivery in accordance with Clause 3, whether

  	
  148

  
	
  the Vessel is in
  drydock or not and irrespective of Clause 5 b).

  	
  149

  
	
   

  	
   

  
	
  *         Notes,
  if any, in the surveyor’s report which are accepted by the Classification
  Society

  	
  150

  
	
  without
  condition/recommendation are not to be taken into account.

  	
  151

  
	
   

  	
   

  
	
  **       6 a)
  and 6 b) are alternatives; delete whichever is not applicable. In the absence
  of deletions,

  	
  152

  
	
  alternative 6 a)
  to apply.

  	
  153

  
	
   

  	
   

  
	
  7.        Spares/bunkers,
  etc.

  	
  154

  
	
   

  	
   

  
	
  The Sellers
  shall deliver the Vessel to the Buyers with everything belonging to her on
  board and on

  	
  155

  
	
  Shore and on order. All spare parts and spare
  equipment, including spare tail and shaft(s) and/or spare

  	
  156

  
	
  propeller(s)/
  propeller blade(s), if any, belonging to the Vessel at the time of inspection
  used or

  	
  157

  
	
  unused, whether
  on board or not shall become the Buyers’ property, but spares on order are
  to be

  	
  158

  
	
  excluded.
  Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are
  not required to

  	
  159

  
	
  replace spare
  parts including spare tail and shaft(s) and spare propeller(s)/propeller
  blade(s) which

  	
  160

  
	
  are taken out of
  spare and used as replacement prior to delivery, but the replaced items shall
  be the

  	
  161

  
	
  property of the
  Buyers. However, all spare parts and spare
  equipment shall be at least to the minimum

  	
   

  
	
  requirements
  of the  Classification Society. All
  communication, wireless and navigational aids, which were 

  	
   

  
	
  on
  board the Vessel at the time of the inspection. The
  radio installation and navigational equipment shall be

  	
   

  
	
  included in the
  sale

  	
  162

  
	
  without extra
  payment if they are the property of the Sellers. Unused  Broached/unbroached stores and

  	
   

  
	
  provisions,
  as well as the Bobcat and spare parts for the Bobcat shall
  be

  	
  163

  
	
  included in the
  sale and be taken over by the Buyers without extra payment.

  	
  164

  
	
   

  	
   

  
	
  The Sellers have
  the right to take ashore crockery, plates, cutlery, linen and other articles
  bearing the

  	
  165

  
	
  Sellers’ flag or
  name, provided they replace same with similar unmarked items. Library, forms,
  etc.,

  	
  166

  
	
  exclusively for
  use in the Sellers’ vessel(s), shall be excluded without compensation.
  Captain’s,

  	
  167

  
	
  Officers’ and
  Crew’s personal belongings including the stop chest are to be excluded from
  the sale,

  	
  168

  
	
  as well as the
  following additional items (including items on hire);

  	
  169

  
	
   

  	
   

  
	
  The Buyers shall
  take over the remaining bunkers and unused lubricating oils in storage tanks
  and

  	
  170

  
	
  broached
  sealed drums, greases and hydraulic
  oils and pay the Sellers’ net cost (purchase) current net

  	
   

  
	
  market
  price (excluding barging expenses) at the port and date  and all prices shall be evidenced by

  	
   

  
	
  original
  invoices.

  	
  171

  
	
  of delivery of
  Vessel,

  	
  172

  
	
  Payment under
  this Clause shall be made at the same time and place and in the same currency
  as

  	
  173

  
	
  the Purchase
  Price.

  	
  174

  



 

















	
  8.        Documentation

  	
  175

  
	
  The place of closing: London, U.K.

  	
  176

  
	
   

  	
   

  
	
  In exchange for payment of the Purchase Price the
  Sellers shall furnish the Buyers with delivery

  	
  177

  
	
  documents, namely;  as set out in Addendum no. 1

  	
  178

  
	
   

  	
   

  
	
  a)        Legal
  Bill of Sole in a form recordable in (the country in which the Buyers are

  	
  179

  
	
  to register the
  Vessel), warranting that the Vessel is free from all encumbrances, mortgages

  	
  180

  
	
  and maritime
  liene or any other debts or claims whatsoever, duly materially attested and

  	
  181

  
	
  legalized by the
  council l of such country or other competent authority.

  	
  182

  
	
   

  	
   

  
	
  b)        Current
  Certificate of Ownership issued by the competent authorities of the flag
  state of

  	
  183

  
	
   the Vessel.

  	
  184

  
	
   

  	
   

  
	
  c)        Confirmation
  of Class issued within 72 hours prior to delivery.

  	
  185

  
	
   

  	
   

  
	
  d)        Current
  Certificate issued by the competent authorities stating that the Vessel is
  free from

  	
  186

  
	
  registered
  encumbrances (incorporated in the
  Certificate of Deletion.)

  	
  187

  
	
   

  	
   

  
	
  e)        Certificate
  of Deletion of the Vessel from the Vessel’s registry or other official
  evidence of

  	
  188

  
	
  deletion
  appropriate to the Vessel’s registry at the time of delivery, or, in the
  event that the

  	
  189

  
	
  registry does
  not as matter of practice issue such documentation immediately, a written

  	
  190

  
	
  undertaking by
  the Sellers to affect deletion from the Vessel’s registry forthwith and
  furnish a

  	
  191

  
	
  Certificate or
  other official evidence of deletion to the Buyers promptly and latest within
  4

  	
  192

  
	
  (four) weeks
  after the Purchase Price has been paid and the Vessel has been delivered.

  	
  193

  
	
   

  	
   

  
	
  f)         Any
  such additional documents as may reasonably be required by the competent
  authorities

  	
  194

  
	
  for the purpose
  of registering the Vessel provided the Buyers notify the Sellers any such

  	
  195

  
	
  documents as
  soon as possible after the date of this Agreement.

  	
  196

  
	
   

  	
   

  
	
  At
  the time of delivery the Buyers and Sellers shall sign and deliver to each
  other a Protocol of

  	
  197

  
	
  Delivery and Acceptance confirming the date and time
  of delivery of the Vessel from the Sellers to the

  	
  198

  
	
  Buyers.

  	
  199

  
	
  At the time of delivery the Sellers shall hand to
  assist the Buyers and provide them
  with all information,

  	
   

  
	
  documents in original and copies
  of certificates as may be required for Buyers’ registration and

  	
   

  
	
  operational purposes, including
  the classification certificate(s) as well as all

  	
  200

  
	
  plans etc., which are on board the Vessel. Other
  certificates which are on board the Vessel shall also

  	
  201

  
	
  be handed over to the Buyers unless the Sellers are
  required to retain same. In which case the

  	
  202

  
	
  Buyers to have the right to take copies. Other
  technical documentation, plans, manuals,
  drawings, charts

  	
   

  
	
  and instruction books as on board
  which may

  	
  203

  
	
  be in the Sellers’ possession for the main engine, all auxillaries, deck
  machinery, radio and navigational

  	
   

  
	
  equipment and any such items held
  in Sellers’ office shall be released to Buyers at the time of delivery

  	
   

  
	
  pomptly forwarded to the Buyers at their expense, if
  they so 

  	
  204

  
	
  request. The Sellers may keep the
  Vessel’s log books but the Buyers to have the right to take

  	
  205

  
	
  copies of same.

  	
  206

  
	
  Photocopies of all executed
  delivery documents shall be faxed to Buyers well in advance of delivery.

  	
   

  
	
   

  	
   

  
	
  9.        Encumbrances

  	
  207

  
	
   

  	
   

  
	
  The Sellers warrant that the Vessel, at the time of
  delivery, is free from all charters, encumbrances,

  	
  208

  
	
  mortgages and maritime liens, any other debts or claims whatsoever as well as arrests, detentions,

  	
   

  
	
  port state control deficiencies,
  taxes and free of slowaways. The Sellers hereby undertake

  	
  209

  
	
  to indemnify the Buyers against all consequences of
  claims made against the Vessel which have

  	
  210

  
	
  been incurred prior to the time of delivery.

  	
  211

  
	
   

  	
   

  
	
  10.      Taxes,
  etc.

  	
  212

  
	
   

  	
   

  
	
  Any taxes, fees and expenses in connection with the
  purchase and registration under the Buyers’ flag,

  	
  213

  
	
  including all port charges
  following delivery, shall be for the Buyers’ account,
  whereas similar charges in

  	
   

  
	
  connection with the closing of the Sellers’

  	
  214

  
	
  register. Sellers’
  crew repatriation and all port charges on arrival and until delivery of the
  Vessel

  	
   

  
	
  shall be for the Sellers’ account.

  	
  215

  



 

















	
  11.      Condition
  on delivery

  	
  216

  
	
   

  	
   

  
	
  The Vessel with everything belonging to her shall be
  at the Sellers’ risk and expense until she is

  	
  217

  
	
  delivered to the Buyers, but subject to the terms
  and conditions of this Agreement she shall be

  	
  218

  
	
  delivered and taken over substantially in the same condition as she was at the time
  of inspection,

  	
   

  
	
  fair wear and tear excepted.

  	
  219

  
	
  However, the Vessel shall be delivered with her present class maintained, without

  	
   

  
	
  condition/recommendation,

  	
  220

  
	
  free of average damage affecting the Vessel’s class,
  with all continuous survey cycles
  completely up

  	
   

  
	
  to date with no outstanding items
  and with all her classification certificates and

  	
  221

  
	
  national certificates, as well as all other
  certificates as required under
  the Vessel’s present flag, clean and

  	
   

  
	
  had at the line of inspection,
  valid and

  	
  222

  
	
  unextended without condition/recommendation by Class or
  the relevant authorities from
  at the time date of

  	
  223

  
	
  delivery.

  	
  224

  
	
   

  	
   

  
	
  “Inspection” in this Clause 11, shall mean the
  Buyers’ inspection according to Clause 4 a) or 4 b), if

  	
  225

  
	
  applicable, or the Buyers’ inspection prior to the
  signing of this Agreement if the Vessel is taken over

  	
  226

  
	
  without inspection, the date of this Agreement shall
  be the relevant date.

  	
  227

  
	
  *         Notes,
  if any, in the surveyor’s report which are accepted by the Classification
  Society

  	
  228

  
	
  without
  condition/recommendation are not to be taken into account.

  	
  229

  
	
   

  	
   

  
	
  12.      Name/markings

  	
  230

  
	
   

  	
   

  
	
  Upon delivery the Buyers undertake to change the
  name of the Vessel and alter tunnel markings.

  	
  231

  
	
   

  	
   

  
	
  13.      Buyer’s default

  	
  232

  
	
   

  	
   

  
	
  Should the deposit not be paid in accordance with
  Clause 2, the Sellers have the right to cancel this

  	
  233

  
	
  Agreement, and they shall be entitled to claim
  compensation for their losses and for all expenses

  	
  234

  
	
  incurred together with interest.

  	
  235

  
	
  Should the Purchase Price not be paid in accordance
  with Clause 3, the Sellers have the right to

  	
  236

  
	
  cancel the Agreement, in which case the deposit
  together with interest earned shall be released to the

  	
  237

  
	
  Sellers. If the deposit does not cover their loss,
  the Sellers shall be entitled to claim further

  	
  238

  
	
  compensation for their losses and and for all
  expenses incurred together with interest.

  	
  239

  
	
   

  	
   

  
	
  14.      Sellers’
  default.

  	
  240

  
	
   

  	
   

  
	
  Should the Sellers fail to give Notice of Readiness
  in accordance with Clause 5 a) or fail to be ready

  	
  241

  
	
  to validly complete a legal transfer by the date
  stipulated in the line 61 the Buyers shall have

  	
  242

  
	
  the option of cancelling this Agreement provided
  always that the Sellers shall be granted a

  	
  243

  
	
  maximum of 3 banking days after Notice of Readiness
  has been given to make arrangements

  	
  244

  
	
  for the documentation set out in Clause 8. If after
  Notice of Readiness has been given but before

  	
  245

  
	
  the Buyers have taken delivery, the Vessel ceases to
  be physically ready for delivery and is not

  	
  246

  
	
  made physically ready again in every respect by the
  date stipulated in line 61 and new Notice of 

  	
  247

  
	
  Readiness given, the Buyers shall retain their
  option to cancel. In the event that the Buyers elect

  	
  248

  
	
  to cancel this Agreement the deposit together with
  interest earned shall be released to them

  	
  249

  
	
  immediately.

  	
  250

  
	
  Should the Sellers fail to give Notice of Readiness
  by the date stipulated in line 61 or fail to be ready

  	
  251

  
	
  to validly complete a legal transfer as aforesaid
  they shall make due compensation to the Buyers for

  	
  252

  
	
  their loss and for all expenses together with
  interest if their failure is due to proven

  	
  253

  
	
  negligence and whether or not the Buyers cancel this
  Agreement.

  	
  254

  
	
   

  	
   

  
	
  15.      Buyers’
  representatives — see also §20.

  	
  255

  
	
   

  	
   

  
	
  After this Agreement has been signed by both parties
  by fax and the deposit has been
  lodged, the Buyers

  	
  256

  
	
  have the right to place up to two
  representatives on board the Vessel, at their sole risk and expense upon

  	
  257

  
	
  vessel’s arrival at          on
  or about  up to the time
  and place of delivery.

  	
  258

  
	
  These representatives are on board for the purpose
  of familiarisation and in the capacity of

  	
  259

  
	
  observers only, and they shall not interfere in any
  respect with the operation of the Vessel. The

  	
  260

  
	
  Buyers’ representatives shall sign the Sellers’
  letter of indemnity prior to their embarkation.

  	
  261

  



 

















	
  16.      Arbitration.

  	
  262

  
	
   

  	
   

  
	
  a)*      This
  Agreement shall be governed by and construed in accordance with English law
  and

  	
  263

  
	
  any
  dispute arising out of this Agreement shall be referred to arbitration in
  London in

  	
  264

  
	
  accordance
  with the Arbitration Acts 1950 and 1979 or any statutory modification or

  	
  265

  
	
  re-enactment
  thereof for the time being in force, one arbitrator being appointed by
  each

  	
  266

  
	
  party.
  On the receipt by one party of the nomination in writing of the other party’s
  arbitrator,

  	
  267

  
	
  that
  party shall appoint their arbitrator within fourteen days , failing which
  decision of the

  	
  268

  
	
  single
  arbitrator appointed shall apply. If the arbitrator properly appointed shall
  not agree

  	
  269

  
	
  they
  shall appoint an umpire whose decision shall be final.  Arbitrators shall be appointed by the

  	
  270

  
	
  London Maritime Arbitrators Association and in accordance
  with English law.

  	
   

  
	
   

  	
   

  
	
  b)*      This
  Agreement shall be governed by and construed in accordance with Title 9 of
  the

  	
  271

  
	
  United
  States Code and the Law of the State of New York and should any dispute arise
  out of

  	
  272

  
	
  this
  Agreement, the matter in dispute shall be referred to those persons at New
  York one to 

  	
  273

  
	
  be
  appointed by such  of the parties
  hereto, and the third by the two so chosen their

  	
  274

  
	
  decision
  or that of any two of them shall be final, and for purpose of enforcing any
  award this

  	
  275

  
	
  Agreement
  may be made a rule of the Court.

  	
  276

  
	
  The
  proceedings shall be conducted in accordance with the rules of the Society of
  Maritime

  	
  277

  
	
  Arbitration
  Inc, New York.

  	
  278

  
	
   

  	
   

  
	
  e)*      Any
  dispute arising out of this Agreement shall be referred to arbitration at

  	
  279

  
	
  subject
  to the procedure applicable there.

  	
  281

  
	
   

  	
   

  
	
  *         16
  a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In
  the absence of

  	
  282

  
	
  deletions,
  alternatives 16 a) to apply.

  	
  283

  
	
   

  	
   

  
	
  17.      The cost of meeting room for closing Incl. Communication and
  any incidental costs shall be borne

  	
   

  
	
  equally by Sellers and Buyers.

  	
   

  
	
   

  	
   

  
	
  18.      With reference to §6 of this contract, if any damage is found
  which in the opinion of Class Surveyor

  	
   

  
	
  present at the inspection constitute a recommendation not
  requiring Vessel to drydock until the

  	
   

  
	
  Vessel shall drydock at the next scheduled drydocking,
  then Sellers and Buyers shall apply two

  	
   

  
	
  shipyards mutually agreed in the delivery area for
  quotations for repairs of the said damages. The

  	
   

  
	
  cost to be the direct cost to repair such damage, i.e.: no
  drydocking fees, no off hire, etc.

  	
   

  
	
  The matter it shall be in the Sellers’ option whether to
  repair said damages prior to delivery or deliver the

  	
   

  
	
  recommendation against a reduction in price of the cost of
  repairs, which to be defined as the average of

  	
   

  
	
  the two quotations obtained. If no damage is found by Class Surveyor,
  then the Vessel shall be

  	
   

  
	
  delivered without pre-delivery drydocking.

  	
   

  
	
   

  	
   

  
	
  19.       The Sellers shall provide a letter stating that to
  the best of their knowledge, the Vessel is not blacklisted

  	
   

  
	
  by the Arab Boycott League in Damascus or in any other
  nation or organisation and also to confirm that

  	
   

  
	
  the Vessel is not excluded to trade to and from the U.S.A.
  and Canada and is not contaminated with

  	
   

  
	
  gypsy moth and/or lava and/or eggs and has not previously
  traded to Russian and/or Japanese infected

  	
   

  
	
  ports/areas.

  	
   

  
	
   

  	
   

  
	
  20.      With reference to §15 of this contract, upon Sellers tendering
  the 3 days approximate notice of Vessel’s

  	
   

  
	
  expected readiness to tender the actual Notice of
  Readiness for delivery, the Buyers shall be allowed to

  	
   

  
	
  place a further representative on board and up to 2 other
  crew members to be allowed on board during

  	
   

  
	
  daylight hours, when Sellers crew shall demonstrate and
  familiarise Buyers’ representatives/crew on the

  	
   

  
	
  operation of the Vessel’s equipment, machinery and systems,
  provided there are enough cabins to

  	
   

  
	
  accommodate them and in such case they are at Buyers’ risk
  and expenses.

  	
   

  



 


SIGNED IN DUPLICATE:


 


	
  BUYERS:

  	
   

  	
  SELLERS

  
	
  

  /s/ Cliff Hanson

  	
   

  	
  

  /s/ Ijan Thunbengi

  
	
  MANAGING DIRECTOR

  	
   

  	
  Ijan Thunbengi

  
	
  BRITANNIA BULK, PLC

  	
   

  	
  Jointly
  and severally to both parties.