exv10w6



 





Exhibit 10.6



	 	 	 
	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
	Dated:
2nd September, 2006

	 	SALEFORM 1993
	 

	 	Revised 1966, 1983 and 1986/87.






	 	 	 	 	 
	ALEXANDRIA
SHIPPING CO., LTD., of Limassol, Cyprus

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

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

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

	 	 		 
	 
	 	 	 	 
	IB(+)
NAUTICUS 
	 	 	 	 
	 
	 	 	 	 
	Built:
7/2001   By China Shipbuilding
Corporation,
Kaohsiung

	 	 		 
	 
	 	 	 	 
	Flag:
Cyprus   Place of Registration: Limassol

	 	 		 
	 
	 	 	 	 
	Call
Sign P3A119    Grt/Nrt. 85,957/54,682

	 	 		 
	 
	 	 	 	 
	IMO Number: 9212101

	 	 		 
	 
	 	 	 	 
	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” or “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 fulfillment 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 are the
Buyers. Interest if any, to be credited to
the Buyers. Any fee charged for holding the said 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 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 Street
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 and
accepted the Vessel’s classification records 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 but this inspection does not constitute a subject to this side
nor prejudice the outright nature hereof.
	 	 		 
	 
	 	 	 	 	 	 
	b)

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	 

	 	 

	 

	 	
 
	 	 		 
	 
	 	 	 	 	 	 
	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 divers’ 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 Sines (the Vessel is due to arrive at Sines on/about 1st September,
2005 to discharge and Characters have nominated her next laden voyage as puerto
Bolivar/Sines) including the balance of her existing Time Charter
(See Clauses 19 and 21 herein) safely afloat at a safe and
accessible berth or anchorage
at/one major safe part always in the Sellers’ option within
the range United Kingdom and Hamburg/ Gibraltar range
	 	 		 
	 

	 	 

	 

	 	Expected time of delivery
between 20th September, 2005 and 30th
November, 2005 in the Sellers’ option.
	 	 		 






 









 







	 	 	 	 	 	 	 
	 

	 	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.
	 	Dry Divers
Inspection See Clause 17 herein.	 	 		 
	 
	 	 	 	 	 	 
	a)**

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	b)**

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 		 







 










 






	 	 	 	 	 	 	 
	c)

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	7 Spares/bunkers.
etc.	 	 		 






	 	 	 
	The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, 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, out 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 and unbroached and unused main engine and
generator lubricating oils which have not passed through the Vessel’s system, in storage tanks and
and pay the Sellers’ last purchased prices less any discounts as evidenced by copies
of the relevant vouchers and discount agreement. The Vessel’s bunkers are the property of the
Vessel’s Time Charterers (see Clauses 19 and 21 herein) and shall be dealt with by the Buyers (as the new
Owners) under the provisions of the Charter Party. However 37 tons of fuel oil remaining onboard
belong to the Sellers and the Buyers are to pay for this at the time of delivery at the Sellers’
net purchased price as evidenced by invoices. 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, at the offices of The Royal Bank of Scotland plc, S/10 Great Tower
Street, London EC3

	 	 		 
	 
	 	 	 	 
	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 title to the Buyers, a list of which shall be agreed with the Buyers and incorporated
in on Addendum to this Agreement.


	 	 		 






	 	 	 	 	 	 	 
	a)

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	b)

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	c)

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	d)

	 	[Deleted]
	 	 		 
	 
	 	 	 	 	 	 
	e)

	 	[Deleted]
	 	 		 







 










 






	 	 	 	 	 
	 

	 	 
	 	
	 
	 	 	 	 
	 

	 	 
	 	






	 	 	 	 	 
	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 to 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 manuals/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, free from
all charters, encumbrances,
mortgages and mantime 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 changes 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 notation 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
regulation, applicable for foreign flag vessels 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 earn 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 canceling 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 Buyers 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 latter 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 1975 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. failing which the decision of
the
single arbitrator appointed shell apply. If two arbitrators properly appointed shall nor
agree
they shall appoint an umpire whose decision shall be final.
	 	







 










 







	 	 	 
	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
utilising 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
underwater 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 the 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 be 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

	 

	The
Vessel is sold including the balance of her Time Charter to STX Panocean under Charter
Party dated 22nd April, 2005 at a rate of US$ 36,500 (Thirty Six Thousand Five Hundred Dollars
United States Currency) per day less 3.75% (three point seven five percent) commission for a period
of minimum 59/maximum 61 months commenced 11th May, 2005. The Buyers have already studied the
Charter Party and declared their acceptance thereof.

	 

	Clause
20

	 

	All
details of negotiations and of this sale shall be kept Strictly
Private and Confidential.

	 

	Clause
21

	 

	The Buyers have already lifted their Board Approval to the purchase of this Vessel however
this sale remains subject to the Charterers’ Approval of the transfer of the Vessel’s Time
Charter. In the event that such 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:	 	 
	ALEXANDRIA
SHIPPING CO., LTD.

	 	 	 	IRON BEAUTY 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” issued 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 any loss or damage caused as a result of
discrepancies between the original approved document and this document.