Exhibit 10.8


 


	
   

   

   

  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: 27 July 2007


 


	
  Franklin
  GmbH and Co, KG hereinafter called the Sellers, have agreed
  to sell, and Britannia Bulk Plc, 

  London, United Kingdom  or their guaranteed
  nominee

  	
  1

  
	
  hereinafter called the
  Buyers, have agreed to buy

  	
  2

  
	
  Name: m.v.  FRANKLIN

  	
  3

  
	
  Classification
  Society/Class: Germanischer Lloyd

  	
  4

  
	
  Built:
  1995 in South Korea

  	
  By:
  Daewoo Shipbuilding

  	
  5

  
	
  Flag:
  Antigua and Barbuda

  	
  Place
  of Registration: St. John’s

  	
  6

  
	
  Call
  Sign: V2C17

  	
  Grt/Nrt:
  27,078/13,844

  	
  7

  
	
  Register
  Number: IMO 9079157

  	
  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 and in the 

  	
  12

  
	
  United Kingdom.

  	
   

  
	
  “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 USD
  35,500,000 (United States Dollars, thirtyfive million five hundred 

  	
  16

  
	
  thousand)

  	
   

  
	
   

  	
   

  
	
  2.        Deposit 

  	
  17

  
	
   

  	
   

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

  	
  18

  
	
  (ten per cent) of the
  Purchase Price within 3 banking days from the date of this

  	
  19

  
	
  Agreement and the
  opening of a joint account. This deposit shall be placed with Bremer
  Landesbank, 

  	
  20

  
	
  Bremen

  	
   

  
	
  and held by them in a
  joint 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

  	
  25

  
	
   

  	
   

  
	
  The said Purchase Price
  shall be paid in full free of bank charges to Bremer Landesbank, Bremen

  	
  26

  
	
  on delivery of the
  Vessel, but not later than 3 banking days after the Vessel is in every
  respect

  	
  27

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

  	
  28

  
	
  Notice of 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 Quebec, Canada — on 20/21st July 2007

  	
  32

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

  	
  33

  
	
  subject
  only to the terms and conditions of this Agreement.

  	
  34

  



 


This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


 

















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

  	
  35

  
	
  whether
  same are accepted or not within              

  	
  36

  
	
  The
  Sellers shall provide for inspection of the Vessel at/in               

  	
  37

  
	
  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 cost to the
  Sellers.

  	
  40

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

  	
  41

  
	
  examination
  by the Buyers. If the Vessel is accepted after such inspection, the sale
  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 Vessel’s 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 30, 20, and 3 days notice of the estimated time of arrival

  	
  53

  
	
  at
  the

  	
   

  
	
  intended
  place of drydocking/underwater inspection/delivery. When the Vessel is at the
  place 

  	
  54

  
	
  of
  delivery and in every 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

  
	
   

  	
   

  
	
  b)        The
  Vessel shall be delivered and taken over safely afloat at a safe and
  accessible berth or

  	
  57

  
	
  anchorage
  at/in          of an
  Atlantic Basin port.

  	
  58

  
	
  In
  the Sellers’ option.

  	
  59

  
	
   

  	
   

  
	
  Expected time of
  delivery: 12 January, 2008

  	
  60

  
	
   

  	
   

  
	
  Date of cancelling (see
  Clauses 5 c), 6 b) (iii) and 14): 10th
  February, 2008

  	
  61

  
	
   

  	
   

  
	
  c)        If the Sellers anticipate that,
  notwithstanding 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 c) 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

  
	
   

  	
   

  
	
  6.        Drydocking/Divers inspection

  	
  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 affect 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

  



 


This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


 

















	
  by the Classification
  Society 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. 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 affect 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 cancelling date

  	
  112

  
	
  provided for in Clause
  5 b)) shall be extended 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 tailshaft 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 tailshaft

  	
  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 tailshaft survey and consistent with

  	
  120

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

  	
  121

  
	
  require the tailshaft
  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 tailshaft shall be

  	
  123

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

  	
  124

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

  	
  125

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

  	
  126

  
	
  condition/recommendation*.

  	
  127

  
	
   

  	
   

  
	
  (ii) the expenses
  relating to the survey of the tailshaft 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 tailshaft 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 5b).

  	
  149

  
	
   

  	
   

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

  	
  150

  



 


This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


 

















	
  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. All spare parts
  and spare equipment including spare tail-end 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-end 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.
  The radio instailation and navigational equipment shall be included in the
  sale

  	
  162

  
	
  without extra payment
  if they are the property of the Sellers. Unused stores and provisions shall
  be

  	
  163

  
	
  included in the sale
  and be taken over by the Buyers without extra payment. At prices per
  last invoices.

  	
  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 slop chest are to be excluded from the
  sale,

  	
  168

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

  	
  169

  
	
   

  	
   

  
	
  1. Globe Wireless Communication Equipment

  	
   

  
	
   

  	
   

  
	
  2. Iridium Telephone

  	
   

  
	
   

  	
   

  
	
  3. Gas Bottles

  	
   

  
	
   

  	
   

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

  	
  170

  
	
  sealed drums and pay the
  current net market price (excluding barging expenses) at the port and date

  	
  171

  
	
  of delivery of the
  Vessel.

  	
  172

  
	
  Fuel Oil: USD as per
  Platt’s quoted in the bunkering port nearest to the delivery port

  	
   

  
	
  Diesel
  Oil: USD as per Platt’s quoted in the bunkering port nearest to the delivery
  port.

  	
   

  
	
  Lub
  Oil: Prices as per last invoices.

  	
   

  
	
  Heavy
  Oil: Prices as per last invoices.

  	
   

  
	
  Grease:
  Prices as per last invoices.

  	
   

  
	
   

  	
   

  
	
  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:
  Bremen

  	
  176

  
	
   

  	
   

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

  	
  177

  
	
  documents, namely:
  as listed in Addendum No 1

  	
  178

  
	
   

  	
   

  
	
  a)        Legal
  Bill of Sale 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 liens or any other debts or claims whatsoever, duly notarially
  attested and

  	
  181

  
	
  legalized
  by the consul 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.

  	
  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 a matter of practice issue such documentation immediately, a
  written

  	
  190

  
	
  undertaking
  by the Sellers to effect 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 of any such

  	
  195

  



 


This document is a computer
generated SALEFORM 1993 form printed by authority of the Norwegian
Shipbrokers’ Association. Any insertion or deletion to the form must be clearly
visible. In the event of any modification made to the pre-printed text of this
document which is not clearly visible, the text of the original approved
document shall apply. BIMCO and the Norwegian Shipbrokers’ Association assume
no responsibility for any loss, damage or expense as a result of discrepancies
between the original approved document and this computer generated document.


 

















	
  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 the Buyers the classification
  certificate(s) as well as all

  	
  200

  
	
  plans etc., excluding
  ISM/ISPS Manuals and plans which are on board the Vessel. Other certificates

  	
  201

  
	
  which are on board the
  Vessel shall also

  	
   

  
	
  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 which may

  	
  203

  
	
  be in the Sellers’
  possession shall be promptly 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

  
	
   

  	
   

  
	
  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 or any other debts whatsoever. 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. The vessel is fixed under the attached NYPE Charter Party

  	
  211

  
	
  dated 29
  January 2007 for account of Kristian Jebsens Rederi A/S, Norway for
  which the Buyers

  	
   

  
	
  guarantee to the
  Sellers to take over and perform the entire Charter Party terms as new
  Owners.

  	
   

  
	
   

  	
   

  
	
  10.      Taxes,
  etc.

  	
  212

  
	
   

  	
   

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

  	
  213

  
	
  shall be for the
  Buyers’ account, whereas similar charges in connection with the closing of
  the Sellers’

  	
  214

  
	
  register 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 as she was at the time of inspection, fair wear and tear excepted.

  	
  219

  
	
  However, the Vessel
  shall be delivered with her class maintained without
  condition/recommendation*,

  	
  220

  
	
  free of average damage
  affecting the Vessel’s class, and with her classification certificates and

  	
  221

  
	
  national certificates,
  as well as all other certificates the Vessel had at the time of inspection, valid
  and

  	
  222

  
	
  unextended without
  condition/recommendation* by Class or the relevant authorities at the
  time 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.        Buyers’ 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 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 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

  



 


This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


 

















	
  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

  	
  255

  
	
   

  	
   

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

  	
  256

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

  	
  257

  
	
  arrival at convenient
  port on or about expected to be early August 2007.

  	
  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. After
  7 (seven)

  	
  261

  
	
  days of the deposit being
  lodged in the joint account, Buyers can place their 2 (two) representatives

  	
   

  
	
  onboard until time of
  delivery.

  	
   

  
	
   

  	
   

  
	
  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 the
  decision of the

  	
  268

  
	
  single
  arbitrator appointed shall apply. If two arbitrators properly appointed shall
  not agree

  	
  269

  
	
  they
  shall appoint an umpire whose decision shall be final. Arbitrators to be
  members of the

  	
  270

  
	
  LMAA.

  	
   

  
	
   

  	
   

  
	
  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 three persons at New
  York, one to

  	
  273

  
	
  be
  appointed by each 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

  
	
  Arbitrators, Inc.
  New York.

  	
  278

  
	
   

  	
   

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

  	
  279

  
	
  -------
  , subject to the procedures applicable there.

  	
  280

  
	
  The
  laws of ---------- shall govern this Agreement

  	
  281

  
	
   

  	
   

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

  	
  282

  
	
  deletions, alternative 16 a) to apply.

  	
  283

  



 


 


	
  Sellers:

  	
   

  	
  Buyers:

  
	
  /s/ M. Heinrichs

  	
   

  	
  /s/ Cliff Hanson

  
	
  Franklin GmbH and Co.
  KG

  	
   

  	
  Britannia Bulk Plc

  



 


 


This document is a
computer generated SALEFORM 1993 form printed by authority of the
Norwegian Shipbrokers’ Association. Any insertion or deletion to the form must
be clearly visible. In the event of any modification made to the pre-printed
text of this document which is not clearly visible, the text of the original
approved document shall apply. BIMCO and the Norwegian Shipbrokers’ Association
assume no responsibility for any loss, damage or expense as a result of
discrepancies between the original approved document and this computer
generated document.


 





















 


ADDENDUM NO. 1


 


to a Memorandum of Agreement dated 27 July 2007(the
“MOA”)

between


 


MS “Franklin” GmbH & Co KG of [illegible],
Germany

(the “Sellers”)

and

Oceanic Bulk Services S.A. of Panama

(the “Buyers”)


 


for the sale of M.V. FRANKLIN (the “Vessel”)


 


It has this day been
mutually agreed between the Sellers and the Buyers as follows:


 


A)       In exchange for the payment of purchase price and all other
sums due at the time of delivery of the Vessel the Sellers shall provide the
Buyers with following documents (where not in English along with certified
English translation):


 


1.                          Bill of
Sale (Form 10A) in two (2) originals, specifying that the Vessel is
free from all encumbrances, mortgages and maritime liens or any other debts or
claims whatsoever, notarially attested and legalized by Apostille. The Notary
Public shall expressly confirm on each Bill of Sale (i) the authenticity
of the signature, (ii) the due authority of the person executing the Bill
of Sale on behalf of the Sellers, (iii) that at the time of execution of
the Bill of Sale the Sellers were the owners of the Vessel and (iv) that
at the time of execution of the Bill of Sale the Vessel is free from registered
encumbrances;


 


2.                          Evidence
that the sale of the Vessel to the Buyers has been duly authorised by the
Sellers, namely:-


 


(a)                    original
Minutes of separate meetings of the Board of Directors and Shareholders of the
Sellers resolving to sell the Vessel to the Buyers, notarially attested and
legalised by Apostille;


 


(b)                   original Power
of Attorney of the Sellers, notarially attested and legalised by Apostille,
authorising their appointed representatives to execute all necessary documents
in order to sell the Vessel to the Buyers;


 


(c)                    original
Secretarial Certificate of the Sellers, notarially attested and legalised by Apostille,
confirming the names of the Directors and Officers of the Board of Directors of
the Sellers and attaching certified copies of the following documents:-


 


(i)                        Certificate
of Incorporation;


 


(ii)                     Memorandum
and Articles of Incorporation / By-laws of the Sellers, or the equivalent constitutional
documents of the Sellers; and


 


(d)                   Original
Certificate of Goodstanding of the Sellers dated not earlier than ten (10) Banking
Days prior to the date of delivery of the Vessel;


 


3.                          An
original Transcript of Register for the Vessel issued by the German Ship
Registry in Hamburg and dated the date of delivery of the Vessel confirming
that the Vessel is (i) owned by the Sellers and (ii) free of all
registered encumbrances. In the event that an original Transcript of Register
for the Vessel is not available at the Closing Meeting then Sellers to arrange
for the German Ship Registry in Hamburg to send a fax copy of the original
Transcript of Register to the Closing Meeting and Sellers to deliver to Buyers
an Undertaking to deliver the original Transcript of Register to the Buyers
within five (5) Banking Days of delivery;


 

















 


4.                          If as a matter
of practice the same is issued by the German Ship Registry in Hamburg, an
original and valid consent to the sale and deletion of the Vessel issued by the
German Ship Registry in Hamburg;


 


5.                          An
original Deletion Certificate for the Vessel issued by the Antigua and Barbuda
Ship Registry (on termination of the bareboat charter registration of the
Vessel);


 


6.                          An
original Closed Continuous Synopsis Record (CSR) issued by the Antigua and
Barbuda on deletion of the Vessel from its bareboat charter registration;


 


7.                          An
original Confirmation of Class issued by the Vessel’s classification
society and dated not earlier than three (3) Banking Days prior to the
date of delivery of the Vessel confirming that the Vessel is in class and free
from recommendations and/or conditions;


 


8.                          Copies
of the Vessel’s Antigua and Barbuda Certificate of Registry and Radio License
and (if available) German Certificate of Registry and Radio License and
unexpired copies of the Vessel’s Safety Equipment, Safety Construction, Safety
Radio, Loadline, International Tonnage, I.O.P.P., ISM DOC, ISM SMC, ISPS ISSC
and ISPS CSB, and all other relevant Vessel’s certificates to be provided by
Sellers to the Buyers within five (5) Banking Days of the execution by
both Parties in fax or email copy of this Addendum;


 


9.                          An
original Certificate of Deletion for the Vessel issued by the German Ship
Registry in Hamburg dated the date of delivery of the Vessel to the Buyers duly
notarized and /or authenticated by means of an Apostille for Panama OR if as a
matter of practice an original Deletion Certificate is not available at the
time of delivery of the Vessel, a letter from the Sellers to the Buyers
undertaking to provide an original Deletion Certificate issued by the German
Ship Registry in Hamburg (duly notarized and/or authenticated by means of an
Apostille for Panama as aforesaid) to the Buyers as soon as possible following
delivery but in any event within thirty (30) days of the date of delivery of
the Vessel;


 


10.                    Written
Undertaking from the Sellers to deliver to the Buyers as soon as practicable
but in any event within thirty (30) days from the date of delivery of the
Vessel an original Closed Continuous Synopsis Record issued by the German Ship
Registry;


 


11.                    Commercial
Invoice for the Vessel in two (2) originals;


 


12.                    An invoice for
bunkers and lubricating oils remaining on board the Vessel at the time of
delivery with all supporting vouchers;


 


13.                    Letter from
the Sellers confirming that to the best of Sellers’ knowledge and belief during
the period of the Seller’s ownership the Vessel has not been blacklisted by the
Arab Boycott League in Damascus or by any other nation, state or organisation.


 


14.                    Letter from
the Sellers confirming that during the period of the Sellers’ ownership the
Vessel has not been detained by any Port State Control authorities;


 

















 


15.                    Letter of
confirmation from the Sellers that to the best of Sellers’ knowledge and belief
during the period of the Sellers’ ownership the Vessel has not touched bottom;


 


16.                    Letter of
confirmation from the Sellers confirming that at the time of delivery of the
Vessel they shall decommission INMARSAT(s) without delay; and


 


17.                    Any additional
documents as may reasonably be required by the Panama Ship Registry for the
purpose of registering the title in the Vessel in the Buyers, provided that the
Buyers notify the Sellers of any such documents as soon as reasonably
practicable after the date hereof.


 


Latest, one (1) Banking
Day prior to date of tendering Notice of Readiness the Sellers shall provide
the Buyers with a full set of specimen copies of above listed delivery
documents except items A. 3, 5, 7 and 8 which shall be provided to the Buyers
when issued.


 


At the time of delivery
the Sellers shall also hand to Buyers all classification and trading
certificates which are on board the Vessel. Other certificates which are on
board the Vessel shall also be handed over to the Buyers except the Original
Certificate of Registry, Radio Licence, the ISM DOC, the ISM SMC and the ISPS
ISSC but the Buyers have the right to take copies.


 


B.                       Documents
to be provided by the Buyers:-


 


(1)                    Original
Minutes of the Board of Directors of the Buyers, notarially attested and legalised
by Apostille, resolving to purchase the Vessel from the Sellers and to release
the 5% deposit in the joint account held in the name of the Buyers and the
Sellers;


 


(2)                    Original Power
of Attorney of the Buyers, notarially attested and legalised by Apostille,
authorising its appointed representatives to execute all necessary documents in
order to purchase the Vessel from the Sellers and to release the 5% deposit
held in the joint account in the name of the Buyers and the Sellers;


 


(3)                    Certificate of
Goodstanding of the Buyers dated not earlier than ten (10) Banking Days
prior to the date of delivery of the Vessel.


 


At the time of delivery
the Buyers and Sellers shall sign and deliver to each other a Protocol of
Delivery and Acceptance confirming the date and time of delivery of the Vessel
from the Sellers to the Buyers.


 


All other terms and
conditions of this Memorandum of Agreement to remain in full force and effect.


 


Dated this           
day of August 2007.


 




	
   

  	
   

  	
   

  
	
  /s/ M. Heinrichs

  	
   

  	
  /s/ Cliff Hanson

  
	
  For
  SELLERS

  	
   

  	
  For
  BUYERS

  






 

















 


Internaut Shipping GmbH


Hamburg
Branch


Gr
Elbstr 145 e


22767
Hamburg


Germany


 


 


27th July 2007


 


Dear Sirs


 


Pursuant to our MOA
agreements for mv Baffin and mv Franklin dated 21.7.2007 and a successful
delivery/handover of each vessel we, Britannia Bulk Plc, London, hereby
guarantee to Internaut Shipping the performance of vessels’ as new owners under
NYPE Charter Party dated 29, January 2007 for account of Kristian Jebsens
Rederi A/S, Bergen.


 


 


 


	
  Yours faithfully

  	
   

  
	
  /s/ C.J. Hanson

  	
   

  
	
  C. J. Hanson

  	
   

  
	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Britannia Bulk plc

  	
  Phone:

  	
  +44 (0)20 7264 4900

  	
  

  
	
  Dexter house

  	
  Fax:

  	
  +44 (0)20 7264 4949

  
	
  2 Royal Mint Court

  	
  Email 

  	
  management@britbulk.com

  
	
  London EC3N 4QN, UK

  	
  Internet   

  	
  www.britbulk.com

  
	
   

  	
   

  
	
  Reg
  in Eng. No 03842976    

  	
  VAT
  Reg. No: GB 774 14 5127