kl07032_ex10-1.htm


    
      

    

     

                                                                                            Exhibit
      10.1

     

    FIRST
      ORIGINAL

     

    MASTER
      AGREEMENT DATED 11TH
      JULY
      2007

     

    This
      master agreement covers the agreement reached between Messrs. Metrostar
      Management Corporation (‘the Sellers’), for and on behalf of the owning
      companies of the vessel’s mentioned hereunder, and Messrs. Genco Shipping and
      Trading Limited, New York (‘the Buyers’) for and on behalf of the nominated
      companies to acquire the vessel’s mentioned hereafter.

     

    It
      is
      this day agreed between the parties to proceed with the purchase of the fleet
      of
      vessels mentioned hereunder on the following main terms:

     

    
      	
              1.  

            	
              Buyers
                have waived inspections of the vessels, but have already undertaken
                review
                of the specifications as follows:

            


    

     

    
      	
               

            	
              a)

            	
              M.V.
                ‘FERRO GOA’/Built 2007

            


    

    
      	
               

            	
              b)

            	
              M.V.
                ‘FERRO FOS’/ Built 2007

            


    

    
      	
               

            	
              c)

            	
              M.V.
                ‘HULL 1044’ – SWS/Built 2007/2008

            


    

    
      	
               

            	
              d)

            	
              M.V.
                ‘HULL 1118’ - SWS/Built 2007/2008

            


    

    
      	
               

            	
              e)

            	
              M.V.
                ‘HULL 8071’ - IMABAR/Built 2008

            


    

    
      	
               

            	
              f)

            	
              M.V
                ‘HULL 1032’ - SUNGDONG/ Built 2008

            


    

    
      	
               

            	
              g)

            	
              M.V
                ‘HULL 1033’ – SUNGDONG / Built
                2008/2009

            


    

    
      	
               

            	
              h)

            	
              M.V
                ‘HULL 1034’ – SUNGDONG / Built 2009

            


    

    
      	
               

            	
              i)

            	
              M.V
                ‘HULL 1041’ - SUNGDONG / Built 2009

            


    

     

    The
      sale
      of the vessels as a fleet referred to hereunder is enbloc on a clean basis
      subject to the satisfactory review by the Buyers/Sellers of documentation of
      the
      individual sales and transfers of the charter on the first four Vessels
      mentioned above.

     

    
      	
              2.  

            	
              The
                sale is to be based upon the attached MOAs and any changes to be
                mutually
                agreed by the Buyers and the Sellers.  Relevant Charter Parties
                and Specifications of undelivered ships as
                attached.

            


    

     

    
      	
              3.  

            	
              The
                Vessel’s deliveries will be in accordance with the terms of the attached
                MOAs.  The Vessels are all to be delivered at a safe berth or
                safe anchorage at one safe port worldwide, excluding ports where
                the
                Buyers are prohibited from accepting delivery by the United States
                of
                America laws and regulations, always free of cargo and in the case
                of
                undelivered ships at or close to place of delivery
                ex-yard.

            


    

     

    
      	
              4.  

            	
              The
                sales of the vessels are independent to each other.  Individual
                Memorandum’s of Agreement as attached are to apply for each Vessel and it
                is agreed that the following prices shall
                apply:

            


    

     

    
      	
              Vessel

            	
              Value
                (USD)

            
	
              Ferro
                Goa

            	
              125,000,000

            
	
              Ferro
                Fos

            	
              125,000,000

            
	
              Hull
                1044

            	
              125,000,000

            
	
              Hull
                1118

            	
              125,000,000

            
	
              Hull
                8071

            	
              129,000,000

            
	
              Hull
                1032

            	
              121,000,000

            
	
              Hull
                1033

            	
              121,000,000

            
	
              Hull
                1034

            	
              120,000,000

            
	
              Hull
                1041

            	
              120,000,000

            


    

    


    
      	
              5.  

            	
              Within
                three New York banking days of signing these MOAs deposits as referred
                to
                in the MOAs shall be placed with the Sellers nominated bank in London
                and
                held by them in a joint account for the Sellers or their nominee
                and the
                Buyers or their nominees, with interest to be for the Buyers
                account.  The appointment by the Sellers of each bank where a
                deposit will be paid is subject to the approval of the Buyer’s
                bankers.

            


    

     

    
      	
              6.  

            	
              This
                Master Agreement and attached MOAs are always to be based upon Arbitration
                in London with English Law to
                apply.

            


    

     

    
      	
              7.  

            	
              The
                delivery schedule for M.V. ‘Ferro Fos’ and M.V. ‘Ferro Goa’ is as
                follows:

            


    

     

    M.V.
      ‘Ferro Goa’ is scheduled to complete discharge on her next cargo loading in
      Punto Maderia in Fos on approximately 30th
      July.  It is anticipated that the vessel will be delivered to the
      Buyer on completion of that discharge.  However, for whatever reason
      if that is not practicably possible then the vessel will have to deliver to
      the
      Buyers after completion of the next laden voyage for which purpose the Buyers
      will agree to automatically extend the cancelling date beyond September 1st to that
      which is
      practicably appropriate.  In the event of the vessel proceeding from
      Brazil to China, for example, the Sellers would require October 1st 2007.

     

    M.V.
      ‘Ferro Fos’ is now in Sepetiba Bay loading to China where she is scheduled to
      arrive about the middle of August.  It is anticipated that the vessel
      would complete discharge before the end of August, however, again in the event
      of the vessel being delayed the Buyers will agree to automatically extend the
      cancelling date beyond September 1st and it
      is agreed
      that the Buyers will take delivery immediately upon completion of the
      discharge.

     

    For
      the
      Sellers:                                                                                     For
      the Buyers:

    


    Metrostar
      Management
      Corporation                                               Genco
      Shipping and Trading Limited

    


    /s/
      R J
      Fulford-Smith                                                                            /s/
      John Wobensmith

    


    


    


    R
      J
      Fulford-Smith

    Attorney-In-Fact