exv10w7



 






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
	Date 2nd September, 2005
	 	 
	 

	 	SALEFORM 1993
	 
	 	 
	 

	 	Revised 1966, 1983 and 1986/87.







	 	 	 	 	 
	BRIGHTBOAT SHIPPING CO., LTD, of Limassol, Cyprus

	 	 	 	 
	hereinafter called the Sellers have agreed to sell and
	 	 	 	 
	KIRMAR SHIPCO LLC, of the Marshall Islands

	 	 	 	 
	hereinafter called the Buyers, have agreed to buy
	 	 	 	 
	 
	 	 	 	 
	Name:
m.v. “THALASSINI DOXA”

	 	 	 	 
	 
	 	 	 	 
	Classification
Society/Class: Det norske Veritas + 1A1 Bulk Carrier ESP
ES (S) HC-EA EO LCS-S1
IB(+) NAUTICUS

	 	 	 	 
	 
	 	 	 	 
	Built’
10/2001      By China
Shipbuilding Corporation, Kaohsiung

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Flag
Cyprus           Place of Registration Limassol

	 	 	 	 
	 
	 	 	 	 
	Call
Sign P3AV9                 Grt/Nr: 85,957/54,682

	 	 	 	 
	 
	 	 	 	 
	IMO Number. 9212113

	 	 	 	 
	 
	 	 	 	 
	hereinafter called the Vessel on the following terms and conditions

	 	 	 	 
	 
	 	 	 	 
	Definitions

	 	 	 	 
	 
	 	 	 	 
	“Banking days” are days on which banks are open both in the country of the currency
stipulated for the Purchase Price in Clause 1 and in the place of
closing stipulated in Clause 8.

	 	 	 
	 
	 
	 	 	 	 
	“In
writing” on “written” means a letter handed over from the Sellers to the Buyers or vice versa,
a registered letter, telex, telefax or other modern form of written communication.

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

	 	 	 	 
	 
	 	 	 	 
	1.
Purchase Price

	 	 	 	 
	 
	 	 	 	 
	US$ 68,400,000 (Sixty Eight Million Four Hundred Thousand Dollars United States Currency)

cash.
	 	 	 	 
	 
	 	 	 	 
	2.
Deposit

	 	 	 	 
	 
	 	 	 	 
	As
security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10%
(ten per cent) of the Purchase Price within 3
(three)        banking days from the date of
this
Agreement has been signed on facsimile by both parties, which shall be within 3 (three) working
days of the date hereof. This deposit shall be placed with The Royal Bank of Scotland plc, Shipping
Business Centre, 5/10 Great Tower Street, London EC3, Swift Code: RBOSGB2L
and held by them in a joint interest bearing account for the Sellers and the Buyers, to be released
in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited
to
the Buyers. Any fee charged for holding the sale deposit and for the opening and closing of the account
shall be borne equally by the Sellers and the Buyers.

	 	 


	 
	 	 	 	 
	3.
Payment

	 	 	 	 
	 
	 	 	 	 
	The said Purchase Price (10% , ten per cent – deposit, 90% — ninety per cent – balance together
with the estimated amount for bunkers and lubricating oils payable under Clause 7 herein based on
the Sellers’/Buyers’ Representative’s agreed quantities and any other money payable by the Buyers
to the Sellers) shall be remitted by the Buyers and paid in full free of bank charges to the
Sellers’
nominated account with The Royal Bank of Scotland plc, Shipping Business Centre, 5/10 Great

	 	 	 	 






 









 








	 	 	 	 	 
	Tower,
London EC3, Swift Code: RBOSGB2L.

on delivery of the Vessel, but not later than 2 banking days after the Vessel is in every respect
physically ready for delivery in accordance with the terms and conditions of this Agreement and
Notice of Readiness has been given in accordance with Clause 5
See also Clause 8.

	 	 	 	 






	 	 	 	 	 	 	 
	4

	 	Inspections
	 	 		 
	 
	 	 	 	 	 	 
	a)

	 	The Buyers
have inspected the Vessel at Ijmuiden/Netherlands between about
7th/10th
June, 2005

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

subject only to the terms and conditions of this Agreement However the Buyers have the
right to inspect the Vessel’s classification records but this
inspection does not constitute a
subject to this sale nor prejudice the outright nature hereof.
	 	 		 
	 
	5

	 	Notices, time and place of delivery
	 	 		 
	 
	 	 	 	 	 	 
	a)

	 	The Sellers shall keep the Buyers
fully informed of the
Vessel’s programme and shall

provide the Buyers with 30, 21, 14, 10, 7, and 3
days notice of the expected date of
readiness
for delivery.

 When the Vessel is at the
place
of delivery and in every respect physically ready for delivery following drivers’
inspection (See
Clause 17 herein) in accordance with this
Agreement the Sellers shall give the Buyers a written Notice of
Readiness for delivery.
	 	 		 
	 
	 	 	 	 	 	 
	b)

	 	The Vessel shall be delivered and
taken over upon completion of the Vessel’s next laden
voyage after Rotterdam (the Vessel is due to arrive at Richards Bay on/about 4th
September, 2005 to load for Rotterdam) charter free safely afloat at a safe and accessible berth or
anchorage
at one major safe port always in the Sellers’ option within the range United
Kingdom/Continent, Spanish Mediterranean, French Mediterranean, Italy
and Greece.
	 	 		 
	 
	 	 	 	 	 	 
	 

	 	Expected time of delivery between 20th September, 2005 and 30th November, 2005
in the
Sellers’ option. However it is furthermore agreed that from 21st October,
2005 until 31st
October, 2005 (both dates inclusive) all of the Vessel’s daily
earnings above US$ 6,000
(six Thousand Dollars United States Currency) shall be split 50/50 between the Buyers and the
Sellers. Thereafter between 1st November, 2005 and 15th November,
(both dates
	 	 		 






 









 






	 	 	 	 	 	 	 
	 

	 	inclusive) the profit split shall be two thirds/one third in the Buyers’ favour and from
16th
November, 2005 until the Vessel’s redelivery form charter 100% (one hundred per cent) of the
Vessel’s daily earnings above US$ 6,000 (Six Thousand Dollars United States Currency)
which shall be for the Buyers.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date of cancelling (see Clauses 5
c), 6 b) (ii) and 14. 30th November, 2005 in the
Buyers’
option. However in the event that the Vessel should have to be drydocked in accordance
with the provisions of Clause 17 herein then the aforementioned cancelling date shall be
extended by the additional time required for the drydocking and any
extra steaming.
	 	 		 
	 
	 	 	 	 	 	 
	c)

	 	
	 	 		 
	 
	 	 	 	 	 	 
	 

	 	In the event it is likely that the Vessel will not be able to deliver within the agreed
cancelling
date then the Sellers shall inform the Buyers (in writing) to this effect whereupon the Buyers will
be obliged to inform the Sellers within 3 (three) banking days of receipt of such notification
whether they wish to extend the cancelling date or cancel this Agreement. In the event of an
extension then the new cancelling date shall be mutually agreed between both Buyers and
Sellers.
In the event of cancellation then the deposit along with accrued interest shall be returned to
the Buyers.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	If this Agreement is maintained with the a new cancelling date all other terms and conditions
hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and
in full
force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any
claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by
the original
cancelling date.
	 	 		 
	 
	 	 	 	 	 	 
	d)

	 	Should the Vessel become an actual constructive or compromised total loss before delivery
the deposit together with interest earned shall be released immediately to the Buyers
whereafter this Agreement shall be null and void.
	 	 	

	 
	 
	 	 	 	 	 	 
	6

	 	Divers inspection
See Clause 17 herein.
	 	 		 
	 
	 	 	 	 	 	 
	a)**

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	b)**

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 		 







 










 






	 	 	 	 	 	 	 
	7

	 	Spares/bunkers, etc.
	 	 		 






 









 






	 	 	 
	The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board,
and on
shore and on order. All spare parts and spare equipment including spare tail-end shaft(s) and/or
spare
propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of inspection used or
unused, whether on board or not shall become the Buyers’
property. Forwarding charges, if any, shall be for the Buyers’
account. The Sellers are not required
to
replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s)
which
are taken out of spare and used as replacement prior to delivery, but the replaced items shall be
the
property of the Buyers. The radio installation and navigational
equipment as well as GMDSS
equipment, computers and printers shall be included in the sale
without extra payment. All stores and provisions
shall be
included in the sale and be taken over by the Buyers without extra payment.

	 	
	 
	 	 
	The Sellers have the right to take ashore crockery,
 plates, cutlery, linen and other articles
bearing the
Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc.
exclusively for use in the Sellers’ vessel(s), shall be excluded
without compensation. Captain’s,
Officers’ and Crew’s personal belongings including the sop
chest are to be excluded from the sale,
as well as the following additional items (including items on hire):

	 	






- Specific Company software

- All Icons

- Unitor Equipment

- Training Videos

- Family Portraits

- ISM Manuals

- Videocassettes




	 	 	 	 	 
	The Buyers shall take over the
 remaining bunkers and unbroached and unused main engine and
generator lubricating oils which have not passed through
the Vessel’s system, and pay the Sellers’ last purchased prices less any discounts as evidenced by
copies of the
relevant vouchers and discount agreement. The Buyers shall pay extra
for the remaining
bunkers at the Sellers’ last purchased prices (excluding barging
and delivery costs) as
evidenced by
copies of the relevant vouchers.
Payment under this Clause shall be made at the same time and place and in the same currency as
the Purchase Price.

	 	 		 
	 
	 	 	 	 
	8
Documentation

	 	 		 
	 
	 	 	 	 
	The
place of closing: London/Piraeus at
 the offices of the Sellers’ nominated bank as specified in
lines 20 and 26 herein.
In exchange for payment of the Purchase Price along with any other payments called for in
accordance with this Agreement the Sellers shall furnish the Buyers with Bill(s) of Sale and other
normal delivery documentation as required by the Buyers for registration and legal/valid transfer
of
the Vessel’s tide to the Buyers, a list of which shall be agreed
with the Buyers and incorporated in are Addendum to this
Agreement.






 










 





	 	 	 	 	 
	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.

	 	 		 
	 
	 	 	 	 
	At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as
well as all existing

	 	 		 
	manual/instruction books/plans, main engine and generators’ previous overhaul reports etc,
which are on board the Vessel. Other certificates 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
Buyers to have the right to take copies. Other technical documentation which may
be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they
so request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take
copies of same.

	 	 		 
	 
	 	 	 	 
	9. Encumbrances

	 	 		 
	 
	 	 	 	 
	The
Sellers warrant that the Vessel, at the time of delivery, is free
from all charters, encumbrances,
mortgages and maritime liens or any other debts whatsoever. The Sellers hereby undertake
to indemnify the Buyers against all consequences of claims made against the Vessel which have
been incurred prior to the time of delivery.

	 	 		 
	 
	 	 	 	 
	10. Taxes, etc.

	 	 		 
	Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag
shall be for the Buyers’ account, whereas similar charges in
connection with the closing of the Sellers’
register shall be for the sellers’ account.

	 	 		 
	 
	 	 	 	 
	11. Condition on delivery

	 	 		 
	 
	 	 	 	 
	The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be
delivered and taken over in the same condition as she was at
the time of inspection, normal wear
and tear excepted

	 	 		 
	However,
the Vessel shall be delivered with her present class fully maintained free of notations and
free of average damage affecting the Vessel’s class, and with all her classification certificates and
national/international trading certificates according to the
vessel’s present flag, clean, valid and unextended
for a minimum period of 3 (three) months at the time of
delivery. All continuous surveys/survey cycles to be up to date and valid.
The Vessel shall be delivered in full accordance
with the latest IMO, MARPOL, SOLAS
regulations, applicable for foreign flagvessels of this age.
“Inspection” in this Clause 11’, shall mean the
Buyers’ inspection according to Clause 4 a) or 4 b), if
applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over
without inspection, the date of this Agreement shall be the relevant date

	 	 		 






	 	 	 	 	 
	*

	 	Notes, if any, in the surveyor’s report which are accepted by the Classification Society
without condition/recommendation are not to be taken into account.
	 	


















 






	 	 	 	 	 
	12. Name/markings

	 	 		 
	 
	 	 	 	 
	Upon
delivery the Buyers undertake to
 change the name of the Vessel and after funnel markings.

	 	 		 
	 
	 	 	 	 
	13 Buyers’ default

	 	 		 
	 
	 	 	 	 
	Should
the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel
this Agreement, and they shall be entitled to claim compensation for their losses and for all expenses
incurred together with interest. Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to
cancel the Agreement, in which case the deposit together with interest earned shall be released to
the
Sellers. If the deposit does not cover their loss, the Sellers shall
be entitled to claim further
compensation for their losses and for all expenses incurred together with interest.

	 	 		 
	 
	 	 	 	 
	14. Sellers’ default

	 	 		 
	 
	 	 	 	 
	Should
the Sellers fail to give Notice of Readiness
 in accordance with Clause 5 a) or fail to be
ready
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have
the option of cancelling this Agreement provided always that the Sellers shall be granted a
maximum of 3 banking days after Notice of Readiness has been given to
make arrangements for the documentation set out in Clause 8. If after Notice of Readiness has been given but before
the Buyers have taken delivery the Vessel ceases to be physically ready for delivery and is not
made physically ready again in every respect by the date stipulated in line 61 and new Notice of
Readiness given the Buyers shall retain their option to cancel. In the event that the Buyer elect
to cancel this Agreement the deposit together with interest earned shall be released to them
immediately.
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be
ready
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers
for
their loss and for all expenses together with interest if their failure is
due to proven
negligence and whether or not the Buyers cancel this Agreement.

	 	 		 
	 
	 	 	 	 
	15. Buyers’ representatives

	 	 		 
	 
	 	 	 	 
	After this Agreement has been signed by both
parties and the deposit has been lodged, the Buyers
have the right to place two representatives on board the Vessel at
their sole risk and expense. These representatives are on board for the purpose of familiarisation of the Vessel’s operational
characteristics and in the capacity of
observers only, and they shall not interfere in any respect with the
operation/manning of the
Vessel The
Buyers or Buyers’ representatives shall sign the
Sellers’ standard letter of indemnity prior
to their embarkation.

	 	 		 
	 
	 	 	 	 
	16. Arbitration

	 	 		 






	 	 	 	 	 	 	 
	a)*

	 	This Agreement shall be governed by and construed in accordance with English law and
any dispute arising out of this Agreement shall be referred to arbitration in London in
accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or
re-enactment thereof for the time being in force, one arbitrator being appointed by each
party. On the receipt by one party of the nomination in writing of the other party’s
arbitrator,
that party shall appoint their arbitrator within fourteen days.
[ILLEGIBLE] which the decision of
the
single arbitrator appointed shall apply. If two arbitrators properly
appointed shall not
agree
they shall appoint an umpire whose decision shall be final.
	 	 		 
	 
	 	 	 	 	 	 
	b)*

	 	[Deleted]
	 	 		 






 









 






	 	 	 
	Clause 17
	 	 
	 
	 	 
	No drydocking prior to delivery. However, the buyers have the right to arrange at their risk
and expense an inspection of the vessel’s underwater parts utilizing video camera by diver
approved by the Vessel’s class with the Class surveyor and Buyers’/Sellers’ representatives in
attendance.

	 	 
	 
	 	 
	The Vessel is to be made available to be inspected by divers in clear and suitable waters as
required by the Class surveyor at the Sellers’ expense.
	 	 
	 
	 	 
	The Notice of Readiness for Delivery as referred to in clauses 3 and 5 herein shall be
submitted to the Buyers after divers inspection is completed and the Vessel is in all respects
ready for delivery.
	 	 
	 
	 	 
	Should such divers inspection reveal any damage or structural defect to the Vessel’s under
wider parts which would impose a recommendation against the Vessel’s present class, then:
	 	 
	 
	 	 
	In the event that Class imposes a recommendation that would require the Vessel to be
drydocked, then the Sellers shall arrange at their expense for Vessel to be drydocked and they
shall repair the identified damage together with any other serious damage found which was not
identified by diver, and for which class would impose a recommendation, and such damage(s) shall be
repaired by the Sellers to Class satisfaction to obtain a clean certificate of Class for the
identified damages only prior to delivery of the Vessel to the Buyers. The present Class shall at all times be
the sole arbitrator as to whether underwater damage, if any, imposes a recommendation of
Class.
	 	 
	 
	 	 
	Whilst the Vessel is in drydock the Buyers shall have the right to attend the Vessel and to
clean, paint and carry out other minor works whilst the Vessel is in drydock at the Buyers’ risk
and expense provided such work does not interfere with the sellers’ work and that such Buyers’ work
shall liaised with the Sellers’ attending superintendents.
	 	 
	 
	 	 
	In the event that the Buyers’ works are not completed prior to the time the Sellers have completed
their work, then the sellers have the right to tender Notice of Readiness whilst the vessel is
still in drydock provided, of course, the Vessel is in all respects ready for delivery in accordance
with the terms of this Agreement.
	 	 
	 
	 	 
	Should the Buyers’ work still not be completed and the Vessel is unable to leave drydock because
of this work within three (3) banking days after the Sellers have tendered a Notice of Readiness
the buyers shall take delivery of the Vessel in drydock and pay for the Vessel even though the
Vessel remains in drydock. The cost for docking and undocking shall be for the Sellers’ account
but the cost for any extra time spent in the drydock after the Notice of Readiness has been
tendered by Sellers (and the three(3) subsequent banking days have lapsed), shall be for the
Buyers’ account.
	 	 
	 
	 	 
	If any damage is found which results in a Class recommendation for which repair is not
immediately required and may be deferred to the next scheduled drydocking or special survey, the
Sellers shall have the option to settle the cost of repairing such damage based on the average of
two quotes received from two reputable independent repair yards near to the delivery port - one
chosen by the Buyers and one chosen by the Sellers. However it is always understood that the sellers will only bear the direct
repair cost always excluding any docking and/or service charges.
	 	 
	 
	 	 
	Clause 18.
	 	 
	 
	 	 
	The Sellers hereby confirm that the Vessel is eligible to trade to Arab countries.
	 	 






 









 







	 	 	 
	Clause
19
	 	 
	 
	 	 
	All details of negotiations and of this sale shall be kept Strictly Private and Confidential
	 	 
	 
	 	 
	Clause 20
	 	 
	 
	 	 
	The
Buyers have already lifted their Board Approval to the purchase of this Vessel however
this sale remain subject to the Charterers’ Approval of transfer the Time
Charter of MV “THALASSINI AVRA” under that Vessel’s
Memorandum of Agreement dated 30th August, 2005. In the event that
such Characters’ approval is not obtained within
Friday, 8th September, 2005 and failing Buyers’ ability to offer a suitable alternative remedy which is acceptable to the
Sellers, then the deposit, if lodged, together with interest earned,
if any, shall be immediately released to the Buyers and this
Agreement shall become null and void.
	 	 






	 	 	 	 	 	 	 
	For the Sellers:

	 	 	 	For the Buyers:	 	 
	BRIGHTBOAT
SHIPPING CO., LTD.

	 	 	 	KIRMAR SHIPCO LLC	 	 
	 
	 	 	 	 	 	 
	/s/
Andonis T. N. Lemos
 

Andonis T. N. Lemos

	 	 
	 	/s/ Stamatis Molaris
 

Stamatis Molaris
	 	 
	Attorney-in-Fact

	 	 	 	Attorney in Fact	 	 





This
Document is a computer generated copy of “SALEFORM 1993”
printed by authority of the Norwegian
Shipbrokers Association using software which is the copyright of
strategic software Ltd. Any insertion of
deletion to the form must be clearly visible in the event of any
modification made to the preprinted text of this
document the original document shall apply. The Norwegian Shipbrokers Association and
strategic Software Ltd. assume no responsibility for my loss or damage
caused as
a result of discrepancies between the original approved document and this document.