Exhibit 10.3


 


	
  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: 8 November 2007


 


 


 


	
  GOLDEN
  OCEAN GROUP LTD., HAMILTON, BERMUDA hereinafter called the
  Sellers, have agreed 

  	
  1

  
	
  to sell, and BRITANNIA BULK FINANCE LIMITED  (whose performance is guaranteed by Britannia 

  	
   

  
	
  Bulk
  Holdings PLC)

  	
   

  
	
  hereinafter called the
  Buyers, have agreed to buy

  	
  2

  
	
   

  	
   

  
	
  Name: One Panamax bulk carrier of approx. 74,500 dwt
  identified as Hull No. P003 at Pipavav

  	
  3

  
	
  Shipyard
  Limited, Mumbai, India (the “Vessel”)

  	
   

  
	
  Classification
  Society/Class: Det Norske Veritas, 1A1,
  Bulk Carriers, ESP, ES(s); CSR, BC-A, GRAB

  	
  4

  
	
  (20),
  Hold nos. 2, 4 and 6 may be empty, ICE-IC (Hull Strength of 1B), BIS, EO,
  TMON, DG-B,

  	
   

  
	
  BWM-E
  (f).

  	
   

  
	
   

  	
   

  	
   

  
	
  Built:
  Agreed year of delivery 2009

  	
  By: Pipavav
  Shipyard Limited

  	
  5

  
	
  Flag:
  Hong Kong

  	
  Place of Registration: Hong Kong

  	
  6

  
	
  Call
  Sign: N/A

  	
  Grt/Nrt: N/A

  	
  7

  
	
   

  	
   

  
	
  Register-Number:
  The Vessel’s particulars shall otherwise be
  as described in the shipbuilding 

  	
  8

  
	
  contract
  dated 30 November 2006 between Pipavav Shipyard Limited (the “Yard”) and
  the

  	
   

  
	
  Sellers
  as amended and supplemented by (i) an addendum no. 1 dated 20
  April 2007 and (ii) an 

  	
   

  
	
  agreement
  dated 20 April 2007, the specifications and general arrangement plan and
  makers’

  	
   

  
	
  list
  supplemental thereto as further supplemented and amended from time to time
  with the

  	
   

  
	
  written
  approval of the Buyers or as requested in writing by the Buyers (together the

  	
   

  
	
  “Shipbuilding
  Contract”)

  	
   

  
	
  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, India, Norway
  and in the place of closing stipulated in

  	
  12

  
	
  Clause 8.

  	
   

  
	
  “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: US$ 60,000,000 (sixty million United States dollars) cash less 1% 

  	
  16

  
	
  address
  commission plus 1% brokerage to HOWE ROBINSON.

  	
   

  
	
   

  	
   

  
	
  2.

  	
  Deposit
  Down Payment

  	
  17

  
	
   

  	
   

  
	
  As security for the
  correct fulfilment of this Agreement the Buyers shall pay-a deposit- make a

  	
  18

  
	
  down
  payment of 1020 %

  	
   

  
	
  (tentwenty per cent) of the Purchase Price within 15 (fifteen) London/New York banking days

  	
  19

  
	
  from the date of this

  	
   

  
	
  Agreement being signed by
  telefax/e-mail attachment by both parties to the Sellers’ bank

  	
  20

  
	
  account
  no 9750.04.42321, Swift: ESSENOKX, IBAN no: NO129750 0442 321
  in Skandinaviska

  	
   

  
	
  Enskilda
  Banken, Oslo (the “Down Payment”). This deposit shall be
  placed with

  	
   

  
	
  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

  
				



 


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.


 

















	
  Buyers.

  	
  24

  
	
   

  	
   

  
	
  The
  Down Payment shall be promptly released/returned to the Buyers upon the
  Buyers’

  	
   

  
	
  termination
  of this Agreement upon the terms and conditions contained herein.

  	
   

  
	
   

  	
   

  
	
  Interest
  on the account shall be LIBOR less 1/8 per cent per annum for 6 month
  periods.

  	
   

  
	
  Interest
  shall be payable every 6 months from the date of payment of the Down Payment.

  	
   

  
	
   

  	
   

  
	
  3.

  	
  Payment

  	
  25

  
	
   

  	
   

  
	
  The said Purchase Price shall be paid in full free of bank
  charges to the  Seller’s nominated account

  	
  26

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

  	
  27

  
	
  every respect

  	
   

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

  	
  28

  
	
  having
  been delivered to the Sellers from the Yard pursuant to the Shipbuilding
  Contract and

  	
   

  
	
  Notice of Readiness having been given in accordance with Clause 5.

  	
  29

  
	
   

  	
   

  
	
  4.

  	
  Inspections

  	
  30

  
	
   

  	
   

  	
   

  
	
  a)*

  	
  The Buyers have inspected considered
  and accepted the Shipbuilding Contract,
  a copy

  	
  31

  
	
   

  	
  of
  which is attached hereto  the Vessel’s classifications
  records. The Buyers

  	
   

  
	
   

  	
  have also inspected the
  vassel at/in  on

  	
  32

  
	
   

  	
  and have accepted the
  vassel following this inspection and a sale is outright and definte,

  	
  33

  
	
   

  	
  subject only to the
  terms and conditions of this Agreement.

  	
  34

  
	
   

  	
   

  	
   

  
	
  b)*

  	
  The Buyers shall have
  the right to inspect the Vessel’s classification records and 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 the 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
  delivery

  	
  52

  
	
   

  	
  date
  under the Shipbuilding Contract and shall

  	
   

  
	
   

  	
  provide the Buyers with
  30, 15, 7, and 3 days notice of the estimated time of arrival-at
  the

  	
  53

  
	
   

  	
  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
  delivery date under the Shipbuilding
  Contract is finally set, the Sellers shall

  	
  56

  
	
   

  	
  give the Buyers a
  written Notice of Readiness for delivery.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  The
  Vessel shall be delivered by the Sellers to the Buyers back-to-back to the
  delivery of

  	
   

  
	
   

  	
  the
  same by the Yard to the Sellers pursuant to the terms of the Shipbuilding
  Contract.

  	
   

  
	
   

  	
   

  	
   

  
	
  b)

  	
  The Vessel shall be
  delivered and taken over by the Buyers safely afloat at a safe and

  	
  57

  
	
   

  	
  accessible berth or

  	
   

  
	
   

  	
  anchorage at/in PIPAVAV SHIPYARD LIMITED, INDIA after completion of successful sea

  	
  58

  
	
   

  	
  trials

  	
   

  
	
   

  	
  in the Sellers’ option.

  	
  59

  
	
   

  	
   

  	
   

  
	
   

  	
  Expected time of
  delivery: on/before 30 September 2009

  	
  60

  
	
   

  	
   

  	
   

  
	
   

  	
  Date of  cancelling termination
  (see Clauses 5 e), 6 b) (iii) and 14);  See Clause 27

  	
  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

  



 


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.


 

















	
   

  	
  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

  	
  75

  
	
   

  	
  by

  	
   

  
	
   

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

  	
  86

  
	
   

  	
  condition/recommendation*.

  	
  87

  
	
   

  	
   

  	
   

  
	
  b)**

  	
  (i)

  	
  The Vessel is to be
  delivered without drydocking. However, the Buyers shall

  	
  88

  
	
   

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

  	
  89

  
	
   

  	
  by the Classification
  Society 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 surveyer. 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

  



 


This
document is 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 cleary 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.


 

















	
   

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

  	
  124

  
	
   

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

  	
  125

  
	
   

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

  	
  126

  
	
   

  	
  condition/recommendation.

  	
  127

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  the expenses relating
  to the survey of the tallshaft 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 tallshaft 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 requird to do, the additional docking time

  	
  144

  
	
   

  	
  needed to complete the
  Buyers’ work shall be for the Buyer’s risk and expenses. In the event 

  	
  145

  
	
   

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

  	
  146

  
	
   

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

  	
  147

  
	
   

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

  	
  148

  
	
   

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

  	
  149

  
	
   

  	
   

  	
   

  
	
  *

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

  	
  150

  
	
   

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

  	
  151

  
	
   

  	
   

  	
   

  
	
  **

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

  	
  152

  
	
   

  	
  alternative
  6 a) to apply,

  	
  153

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Spares/bunkers,
  etc.

  	
  154

  
	
   

  	
   

  	
   

  
	
  As per
  the terms of the Shipbuilding Contract.

  	
  155

  
	
   

  	
   

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

  	
   

  
	
  shore. All spare parts
  and spare equipment including spare tall 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 

  	
  158

  
	
  be

  	
   

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

  	
  159

  
	
  replace spare parts
  including spare tall 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 installation 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.

  	
  164

  
	
   

  	
   

  
	
  The Sellers have 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 slep chest are to be excluded from the
  sale,

  	
  168

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

  	
  169

  
	
   

  	
   

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

  	
  170

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

  	
  171

  
	
  of delivery of the
  Vessel.

  	
  172

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

  	
  173

  
	
  the Purchase Price.

  	
  174

  
	
   

  	
   

  
	
  8.

  	
  Documentation

  	
  175

  
	
   

  	
   

  
	
  The place of closing: London

  	
  176

  
	
   

  	
   

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

  	
  177

  
	
  delivery

  	
   

  



 


This document is 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 pri-printed text of this document which is not
cleary 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; namely
  specified in Appendix B hereto:

  	
  178

  
	
   

  	
   

  
	
  a)

  	
  Legal Bill of Sale in
  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

  
	
   

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

  	
  201

  
	
  be handed over to the
  Buyers unless the Sellers are required to retain same, in which case the

  	
  202

  
	
  Buyers to have the
  right to take copies. Other technical documentation 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.

  	
  211

  
	
   

  	
   

  
	
  10.

  	
  Taxes,
  etc.

  	
  212

  
	
   

  	
   

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

  	
  213

  
	
  flagof the Vessel  by the Sellers from the Yard

  	
   

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

  	
  214

  
	
  purchase
  by the Buyers of the Vessel from the Sellers’

  	
   

  
	
  register
  shall be for the Sellers’ Buyers’
  account.

  	
  215

  
	
   

  	
   

  
	
  11.

  	
  Condition
  on delivery

  	
  216

  
	
   

  	
   

  
	
  As per
  the terms of the Shipbuilding Contract.

  	
   

  
	
   

  	
   

  
	
  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

  



 


This document is 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 pri-printed text of this document
which is not cleary 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.

  	
  229

  
	
   

  	
   

  
	
  12.

  	
  Name/markings

  	
  230

  
	
   

  	
   

  
	
  Upon delivery the
  Buyers undertake to change the name of the Vessel and alter funnel makings.
  The

  	
  231

  
	
  Sellers
  and the Buyers shall, prior to the delivery of the Vessel from the Yard, seek
  the Yard’s

  	
   

  
	
  acceptance
  to deliver the Vessel to the Sellers with the Buyers’ designated name and
  formal

  	
   

  
	
  markings.
  The Buyer to advise this to the Sellers on the Sellers’ request.

  	
   

  
	
   

  	
   

  
	
  13.

  	
  Buyers’
  default

  	
  232

  
	
   

  	
   

  
	
  Should the deposit
  Down Payment not be paid in
  accordance with Clause 2, the Sellers have the

  	
  233

  
	
  right to cancel  terminate this

  	
   

  
	
  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  terminate the Agreement, in which
  case the deposit  Down Payment
  together with interest 

  	
  237

  
	
  earned shall be
  released to the

  	
   

  
	
  Sellers. If the deposit
  Down Payment does not cover
  their loss, the Sellers shall be entitled

  	
  238

  
	
  to claim further

  	
   

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

  	
  239

  
	
   

  	
   

  
	
  14.

  	
  Sellers’
  default

  	
  240

  
	
   

  	
   

  
	
  See
  Clause 27.

  	
  241

  
	
  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

  	
  242

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

  	
  243

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

  	
  244

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

  	
  245

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

  	
  246

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

  	
  247

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

  	
  248

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

  	
  249

  
	
  immediately.

  	
  250

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

  	
  251

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

  	
  252

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

  	
  253

  
	
  negligence and whether
  or not the Buyers cancel this Agreement.

  	
  254

  
	
   

  	
   

  
	
  15.

  	
  Buyers’
  representatives – see Clause 18

  	
  255

  
	
   

  	
   

  
	
  After this Agreement
  has been-signed by both parties and
  tho 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 on or about

  	
  258

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

  	
  259

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

  	
  260

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

  	
  261

  
	
   

  	
   

  
	
  16.

  	
  Arbitration

  	
  262

  
	
   

  	
   

  	
   

  
	
  a)*

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

  	
  263

  
	
   

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

  	
  264

  
	
   

  	
  accordance with the
  Arbitration Acts 1950 and 19791996
  or any statutory

  	
  265

  
	
   

  	
  modification or

  	
   

  
	
   

  	
  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.

  	
  270

  
	
   

  	
   

  	
   

  
	
  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

  



 


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.


 

















	
   

  	
  Agreement may be made a
  rule of the Court.

  	
   

  
	
   

  	
  The proceedings shall
  be coducted in accordance with the rules of the society of Maritime

  	
   

  
	
   

  	
  Arbitrators,Inc. New
  York.

  	
   

  
	
   

  	
   

  	
   

  
	
  e)*

  	
  Any dispute arising out
  of this Agreement shall be referred to arbitration at,

  	
   

  
	
   

  	
  subject to the
  procedures applicable there.

  	
   

  
	
   

  	
  The laws of shall
  govern this Agreement.

  	
   

  
	
   

  	
   

  	
   

  
	
  *

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

  	
   

  
	
   

  	
  deletions,
  alternative 16 a) to apply.

  	
   

  
	
  Clauses
  17 to 38, all inclusive, as attached hereto, to apply and form an integral
  part of this

  	
   

  
	
  Memorandum
  of Agreement.

  	
   

  



 


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 MEMORANDUM OF AGREEMENT

DATED 8 NOVEMBER, 2007

RE HULL NO. P003 at PIPAVAV SHIPYARD LTD


 


Clause
17 — Supervision


 


The
Sellers confirm that they will appoint Frontline Management (Bermuda) Ltd as
its supervisors at the Yard in accordance with Article IV of the
Shipbuilding Contract, when construction of the Vessel commence (at steel
cutting). The Sellers’ supervisors will supervise the construction of the
Vessel in accordance with best shipbuilding supervisory practice ensuring the
Yard’s compliance with the terms and conditions of the Shipbuilding Contract.


 


Clause
18 — Buyers’ Representatives


 


Following
signing of this Agreement and the payment by the Buyers of the Down Payment in
accordance with Clause 2, the
Buyers shall, effective from the date of the Yard’s steel cutting for the
Vessel, have the right to place 1 (one) representative at the Yard as a member
of the Sellers’ site supervisory team to observe the construction of the
Vessel, at the Buyers’ risk and expense.


 


Any
questions or comments to the construction of the Vessel by such observer shall
be addressed to the head of the Sellers’ supervisory team.


 


The
Sellers shall forward all of the Buyers’ comments/questions to the Yard,
subject to the same being in accordance with the Shipbuilding Contract. The
Sellers will exercise their best endeavours to procure that the Yard deals with
all such legitimate comments. If the Sellers’ and the Buyers’ representatives
fail to agree, the Buyers’ comments shall be adapted as far/much as possible
and the Sellers shall act based on such comments as far/much as possible, but
always in accordance with the Shipbuilding Contract.


 


The
Buyer’s representatives shall have the right to attend all tests and
inspections and all trials along with the Sellers’ supervisory team at the
premises of the Yard or its sub-contractors. The Sellers shall give the Buyers’
representative due notice of the time and schedule for any such tests,
inspections and trials.


 


The
Buyers’ representatives shall be allowed access to all areas where the Sellers’
supervisory team are allowed access in accordance with the Shipbuilding
Contract. The Buyers’ representative shall have the right to point out any
deficiencies in the construction of the Vessel compared to the Shipbuilding Contract
to the head of the Sellers’ supervisory team. Interpretation of what may
constitute a “deficiency” shall be based on the Shipbuilding Contract and, in
respect of technical matters, decisions by the Class. Any decision by the Class shall
be final and binding on both the Sellers and the Buyers.


 


The
Buyers’ representative shall have full and unrestricted access to all
documents, plans, drawings and all correspondence exchanged between the Sellers
and the Yard and to/from the Classification Society, including test results,
NCRs, etc. The Buyers’ representative shall have the right to attend all
meetings with the Class.


 


The
Sellers agree to communicate to the Buyers without delay all reasonable
technical matters requiring a decision by the Sellers under the Shipbuilding
Contract provided that the Sellers shall not be required to incur additional or
extra cost as a result thereof.


 


If
the Buyers’ representative act in contravention of the above referred
provisions then the Sellers may request the substitution of such representative
and the Buyers must do so. Such substitution shall not be construed as a waiver
of Buyers’ rights hereunder.


 


Clause
19 — Progress reports


 


The
Seller shall keep the Buyer advised of the progress of the Yard’s construction
of the Vessel by providing copies of all progress reports as and when provided
by the Sellers’ supervisory team, but minimum at every 1 (one) month interval
from the date of steel cutting for the Vessel.


 

















 


 


Clause
20 — Buyers’ Supplied Items


 


Any
“buyers’ supplied items” as described in Article XVI the Shipbuilding
Contract shall be supplied by the Buyers to the Sellers under this Agreement
and the Sellers shall, in accordance with the terms of Article XVI of the
Shipbuilding Contract, place the same onboard the Vessel.


 


The
Sellers shall not supply any items to the Vessel other than the items supplied
by the Yard under the Shipbuilding Contract. The Buyers have the right to place
any additional items on board the Vessel in accordance with Article XVI of
the Shipbuilding Contract, provided that this does not interfere with the
construction of the Vessel or cause delays to her delivery time. Any “buyers’
supplied items” received by the Sellers at the Yard shall be put on board the
Vessel without undue delay and without additional cost to the Buyers.


 


The
Sellers is not responsible to the Buyers for any damage and/or loss of such “buyers’
supplied items”, but the Sellers will assign all rights of recovery from the
Yard that the Sellers may have as a consequence thereof to the Buyers.


 


Clause
21 — Notice to the Builder


 


The
parties to this Agreement agree that the Sellers shall notify the Yard of the
existence of this Agreement when the Buyers have paid the Down Payment as
provided in Clause 2 above.


 


The
notice shall include a statement that no amendment or addendum can be made to
the Shipbuilding Contract without the Buyers’ approval and, further, request
the Yard to acknowledge such notice. The Sellers agree to use their best
efforts to procure the Yard’s acknowledgement thereof.


 


From
the date of receipt of the Down Payment, the Sellers shall pass to the Buyers
any and all notices either sent or received from the Yard or the Class in
relation to or connected with the construction of the Vessel.


 


Clause
22 —  Modification / Changes /
Etc.


 


The
Shipbuilding Contract shall not be amended without the Buyers’ prior written
approval. The Sellers shall not waive any right against or grant any
forbearance to the Yard under the Shipbuilding Contract without the Buyers’
prior written approval, such approval not be unreasonably withheld. The Sellers
shall not take any action (or make any omission) under the Shipbuilding
Contract which is material to the interests of the Buyers without consultation
with the Buyers.


 


The
Sellers shall, at the request of the Buyers, exercise such rights as are set
out in Article V of the Shipbuilding Contract to request variations to the
Vessel.


 


The
Sellers shall keep the Buyers advised of any claims or disputes between the
Sellers and the Yard.


 


Any
changes or modifications which are done to the Vessel while under construction
at extra cost will be carried out at the Buyers’ expense subject to the prior
approval of the Buyers having been provided. Similarly, any credits which may
be obtained by reason of any changes or modifications to the Vessel while under
construction, shall reduce the Purchase Price with the nominal amount of such
credit.


 


Clause
23 — Liability for Representatives


 


The
Sellers agree to assign all their rights against the Yard under the
Shipbuilding Contract for liability in the event of personal injury and/or
death of the Buyers’ representatives and the Buyers agree to indemnify the
Sellers for any damage caused by the Buyers or Buyers’ representative at the
Yard.


 


Clause
24 — Sea Trials


 


The
Buyers shall have the right to place 3 (three) representatives on board the
Vessel as observers only to attend the Vessel’s sea trials as per the
Shipbuilding Contract. When a notice of a trial run is received by the Sellers
from the Yard, the Sellers shall forward such notice to the Buyers.


 


 


2

















 


 


The
results of the trial run shall be conclusive evidence of the condition and
performance of the Vessel as far as the Buyers and the Sellers are concerned.


 


In
case the Buyers’ representatives, upon conclusion of the trial run will remark
upon any issues which will make the Yard liable to proceed to
repairs/restoration/work/adjustments/etc. in order for the Vessel to comply
with the Shipbuilding Contract, the Sellers shall use their best endeavours to
procure that any such legitimate comments of the Buyers representatives are
properly dealt with by the Yard.


 


Clause
25 —
Adjustment of the Contract Price


 


If
the Vessel, on delivery, has insufficient speed, excessive fuel consumption,
reduced deadweight capacity as same are calculated in the Shipbuilding
Contract, or if the delivery date is delayed, then the Sellers shall allow the
Buyers such nominal reduction in the Purchase Price as will be allowed by the
Yard to the Sellers on account of (a) insufficient speed (b) excessive
fuel consumption or (c) reduced deadweight capacity or (d) late
delivery of the Vessel as per the Shipbuilding Contract.


 


Clause
26 — Assignment of Warranties


 


The
Sellers shall, on delivery, assign its rights under the warranties set forth in
Article IX of the Shipbuilding Contract to the Buyers.


 


The
Sellers, shall prior to delivery of the Vessel by the Yard to the Sellers,
notify the Yard of this assignment and seek to obtain the Yard’s express
acknowledgment thereof in writing.


 


The
same shall apply to any and all warranties provided by third party suppliers in
relation to the Vessel’s equipment.


 


In
the unlikely event that the Yard and/or any third party supplier refuse to
acknowledge such assignment, the Sellers shall, at the Buyers’ request, arrange
for the novation of the Shipbuilding Contract to a wholly owned subsidiary
prior to delivery. The Buyers shall then have the option to acquire the Vessel
by way of purchasing all of the Sellers’ shares in and all loans provided by
the Sellers to the subsidiary in order to finance instalments under the
Shipbuilding Contract. Such purchase shall, in relation to the Vessel, be based
on the terms of the Agreement and otherwise include warranties from the Sellers
reflecting such transaction structure.


 


Clause
27 — Buyers’ termination


 


The
Buyers shall be entitled to terminate this Agreement by written notice to the
Sellers following the occurrence of any of the following events:


 


(i)                       the termination
by the Yard of the Shipbuilding Contract prior to the delivery of the Vessel;
or


(ii)                    the actual,
construction or compromised total loss of the Vessel prior to the delivery
thereof to the Sellers by the Yard; or


(iii)                 the Yard defaults
in its obligations under the Shipbuilding Contract pursuant to Article XI,
4, (a), (b) or (c); or


(iv)                the Sellers become
entitled to cancel the Shipbuilding Contract due to excessive delays in
relation to the agreed delivery date, in Article VIII, 4; or


(v)                   the Sellers
fail to deliver the Vessel to the Buyers as per the terms of the Agreement
following the delivery thereof by the Yard to the Sellers; or


(vi)                the Sellers fail
to deliver the Vessel to the Buyers by 27 June 2010,


 


it
being understood and agreed that the parties hereto shall consult with each
other prior to the date upon which (iv) occurs.


 


Subject
to the Buyers notifying the Sellers of their termination of this Agreement as
set out above. The Sellers shall, forthwith, release the Down Payment to the
Buyers together with such interest as shall have accrued thereon whereafter
this Agreement shall be nul and void.


 


Further,
the Sellers undertake, on the Buyers behalf, to, on a best efforts basis, seek
to redeem any “buyers’ supplied items” provided by the Sellers as per Clause 20
of the Shipbuilding Contract if the Agreement is terminated by the Buyers as
per the above.


 


 


3

















 


 


Clause
28 — Confidentiality


 


The
contents of this Agreement are strictly private and confidential and may not be
disclosed to any third parties other than those associated with this
transaction apart from such information as the Sellers must disclose to the
Oslo Stock Exchange and the Buyers are obliged to announce to their investors.
Further, the Buyers shall be permitted to make disclosure of the contents
herein to their financiers and their respective advisors. If, despite best
efforts of the parties, details of the Agreement become known, this does not
entitle any party to withdraw from or frustrate this Agreement.


 


Clause
29 — Miscellaneous


 


Other
than the rights of the Buyers to terminate this Agreement under Clause 27
hereof, should any terms and conditions in this Agreement contradict any terms
of the Shipbuilding Contract, then, as far as the Buyers and the Sellers are
concerned, the terms of the Shipbuilding Contract shall supersede the terms of
this Agreement.


 


The
Buyers confirm that they and their employees or servants or agents will not,
until the Buyers have accepted delivery of the first of the six vessels
(including the Vessel) purchased from the Sellers and other subsidiaries of the
Sellers, disclose the specifications or the makers list relevant to the Vessel
and the Shipbuilding Contract or any part thereof to any third party not
associated with this transaction unless for re-sale purposes.


 


Clause
30 — Sellers’ representations and undertakings


 


The
Seller hereby represents to the Buyers as follows:


 


(a)                    The
Shipbuilding Contract (as novated) is valid and binding on the parties thereto;


 


(b)                   The Sellers
have not granted any security interest in, assigned or otherwise granted to any
third party any right, title or interest in and to the Shipbuilding Contract,
the Down Payment and/or the refund guarantees under the Shipbuilding Contract;


 


(c)                    The Sellers
undertake that they will not assign or otherwise transfer or seek to assign any
of the rights, titles or interests referred to in (b) now or in the future.


 


Clause
31 - Notices


 


All
notices, authorisations, approvals, waivers, requests and other communications
hereunder (“notices”) shall be in writing, shall be addressed as provided below and
shall be delivered in person, sent by e-mail, mailed (registered and postage
prepaid) or sent by an international courier dispatch service to the relevant
adressee. All notices shall be deemed to be properly given or made upon the
earliest of (a) actual delivery, (b) 15 (fifteen) days after being
sent by prepaid registered mail as aforesaid, (c) immediately at time of a
full and effective transmission by e-mail, and (d) at the time of delivery
by an internationally recognised courier dispatch service. For the purpose of
notice, the addresses and e-mail of the parties are set forth below:


 


	
  To the Buyers

  	
   

  	
  BRITANNIA BULK PLC

  
	
   

  	
   

  	
  Fax :+44 20 7264 4949

  
	
   

  	
   

  	
  E-mail : management@britbulk.com

  
	
   

  	
   

  	
   

  
	
  To the Sellers

  	
   

  	
  c/o GOLDEN OCEAN MANAGEMENT AS

  
	
   

  	
   

  	
  Fax :+47 22 01 73 59

  
	
   

  	
   

  	
  E-mail : operation@goldenocean.no

  



 


Clause
32 — Documents


 


The
following Appendices are attached and form an integral part of this Agreement;


 


1.         Appendix “A” - List of Documents to be
delivered on signing of the Agreement;


2.         Appendix “B” - List of Delivery
Documents;


3.         Appendix “C” - Shipbuilding Contract
(including specifications, GA-plan and makers list)


 


 


4

















 


 


Clause
33 — Status of Construction


 


The
Sellers confirm that there are no present indications from the Yard of any
delays to the agreed date of delivery pursuant to the Shipbuilding Contract,
nor any indications of financial difficulties associated with or involving the
Yard.


 


Clause
34


 


[Intentionally
left blank]


 


Clause
35 — Closing


 


Closing
of the Buyers’ purchase of the Vessel shall be held in London.


 


The
Buyers shall have the right to have representatives present at the closing meeting
between the Yard and the Buyers - if the Yard do not agree one place for
simultaneous exchange.


 


Clause
36


 


The
Sellers will register the Vessel in its ownership prior to selling it on to the
Buyers. The Sellers will, subsequent to taking delivery of the Vessel from the
Yard under the Shipbuilding Contract, close the sale thereof to the Buyers on
the terms set forth in this Agreement. The documents to be exchanged at the
closing between the parties hereto are set out in Appendix B.


 


Clause
37 — Security Assignment


 


The
Buyers shall be entitled to assign their rights and obligations hereunder to
Goldman Sachs Credit Partners, L.P. as part of their financing of the Down
Payment-and the Sellers hereby confirm that they will acknowledge such
assignment by signing and returning any Acknowledgement accompanied by a Notice
of Assignment sent to them by the Buyers.


 


Clause
38


 


The
Shipbuilding Contract has been approved by the Buyers who in addition to their
rights to the benefit of liquidated damages as described in Clause 25 above,
shall retain all rights related to acceptance or rejection and cancellation and
rescission therein such that the Sellers shall not exercise any right of
rejection, cancellation or rescission under the Shipbuilding Contract without first
obtaining the written consent of the Buyers. The Buyers shall thus have the
right if they so elect to require Sellers to accept delivery of the vessel
under the Shipbuilding Contract (and then give delivery to the Buyers
thereunder) even if a right to reject, cancel or rescind has accrued under the
Shipbuilding Contract.


 


	
  The Sellers 

  	
   

  	
  The Buyers 

  
	
  Golden
  Ocean Group Ltd

  	
   

  	
  Britannia
  Bulk Finance Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  

  	
   

  	
   

  	
  

  
	
  By: 

  	
  Herman Billung

  	
   

  	
  By: 

  	
  Cliff Hanson

  
	
  Title: 

  	
  Attorney-in-Fact

  	
   

  	
  Title: 

  	
  Director

  



 


 


5

















 


 


Appendix “A” to the Memorandum of
Agreement dated 8 November 2007


 


Documents
to be provided by the Sellers to the Buyers at time of signing of the Agreement


 


(a)                     A Secretary’s
Certificate from the Sellers confirming the identity of its directors and
officers and attaching copies (certified to be true and correct) of:


 


(i)                        its
articles of incorporation and bye-laws;


 


(ii)                     a resolution
by its board approving this Agreement;


 


and
an original:


 


(iii)      Certificate of Good Standing;


 


(iv)      Power of Attorney authorizing a person to
sign this Agreement on the Sellers’ behalf.


 


(i)


 


(b)       Copies, certified to be true, complete
and correct of each of:-


 


(i)                       the
Shipbuilding Contract;


 


(ii)                    the refund
guarantees issued pursuant to the Shipbuilding Contract;


 


(iii)                 the parent
guarantee issued by the Sellers pursuant to the Shipbuilding Contract;


 


(iv)                all Indian
Governmental Licences and approvals relating to the Shipbuilding Contract and
the Refund Guarantees.


 


 

















 


 


APPENDIX “B” to the Memorandum of
Agreement dated 8 November 2007


 


A.        Documents to be provided by the
Sellers:-


 


(1)                    All
documentation to be received by the Sellers from the Yard under or pursuant to
the Shipbuilding Contract, including, but not limited to:-


 


(a)                     originals of
the documents referred to in Article VII-3 (a), (b),  (c), (d), (e) and
(f) thereof;


 


(b)                    to the extent
that originals are available, the Yard’s “Builder’s Certificate” for the Vessel
and if issued, the Yard’s bill of sale for the Vessel. To the extent that
originals of such documents are not available because of the Sellers’
obligation to lodge them with the Hong Kong Ship Registry, the Sellers shall
provide certified copies of the same;


 


(c)                     any original
Power of Attorney (and/or other original corporate authority documentation)
produced by the Yard authorising the execution by the Yard of its Builder’s
Certificate, bill of sale end all other protocols and documents executed by it
under or pursuant to the Shipbuilding Contract;


 


(d)                    a copy of the
commercial invoice for the Vessel issued by the Yard.


 


(2)                    A legal bill
of sale for the Vessel in two originals in a form recordable in the Hong Kong
Ship Registry stating that the Vessel is free from all encumbrances, taxes,
mortgages and maritime liens or any other debts or claims whatsoever,
notarially attested and apostilled, the notary to expressly confirm the
authenticity of the signature and the due authority of the person executing the
Bills of Sale on behalf of the Sellers;


 


(3)                    Evidence that
the sale of the Vessel to the Buyers has been duly authorised by the Sellers by
way of an original Secretary’s Certificate duly notarised and apostilled
confirming the identity of the Sellers’ directors and officers and further
attaching:


 


(a)                     original
minutes of separate meetings of the board of directors and shareholders of the
Sellers resolving to sell the Vessel to the Buyers duly notarised and
apostilled;


 


(b)                    an original
Power of Attorney of the Sellers, duly notarised and apostilled, authorising
the Sellers’ appointed representatives to execute all necessary documents in
order to sell the Vessel to the Buyers;


 


(c)                     a certified
copy of the Sellers’ bye-laws;


 


(d)                    an original
Certificate of Good Standing of the Sellers dated not earlier than ten (10) Banking
Days prior to the date of delivery of the Vessel;


 


(4)                    An original
Certificate of Ownership and Freedom from Encumbrances for the Vessel issued by
the Hong Kong Ship Registry 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 Certificate of
Ownership and Freedom from Encumbrances is not available at the Closing
Meeting, the Sellers shall arrange for the Hong Kong Ship Registry to send a
fax copy of the original Transcript of Register to the Closing Meeting and the
Sellers shall provide an undertaking to deliver the original Certificate of
Ownership and Freedom from Encumbrances to the Buyers within five (5) Banking
Days of delivery.


 


(5)                    If, as a
matter of practice, the same is issued by the Hong Kong Ship Registry, an
original and valid consent to the sale and deletion of the Vessel issued by the
Hong Kong Ship Registry.


 


 


1

















 


 


(6)                     An original
Certificate of Deletion for the Vessel issued by the Hong Kong Ship Registry
dated the date of delivery of the Vessel 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 (and if so required by Buyers for the purposes of
registering the Vessel under Panama flag duly notarized and / or authenticated
by means of an Apostille as aforesaid) to the Buyers as soon as possible
following delivery but in any event within four (4) weeks of the date of
delivery of the Vessel;


 


(7)                     To the extent
that the Buyers may seek to register the Vessel under either Liberian or
Marshall Islands flag and pursuant to the requirements for first registration
of vessels on those registries, the Sellers shall authorise the Classification
Society, to issue to the Liberian / Marshall Islands Ship Register (as the case
may be) a Statement or Affidavit indicating status of class, statutory
certification, including all conditions of class and any outstanding
recommendations/deficiencies and to the extent known by class any reasons why
the Vessel is currently not fit to proceed to sea prior to completion of any
outstandings and to release to the Liberian / Marshall Islands Ship Register
(as the case may be) any other documents requested by that Registry. The
Sellers shall authorize the Classification Society as above sufficiently in
advance of the closing to allow for review by the Marine Safety Division of the
Liberian / Marshall Islands Ship Register (as the case may be) and in any event
not later than seven (7) Banking Days prior to delivery in order to
facilitate the Buyers’ compliance with registration requirements imposed by the
relevant ship register.


 


(8)                     A Letter of
Undertaking from the Sellers to deliver to the Buyers, as soon as practicable
but in any event within 30 days from the date of delivery, an original Closed
Continuous Synopsis Record (CSR) for the Vessel issued by the Hong Kong Ship
Registry.


 


(9)                     An original
Confirmation of Class issued by the 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 free from recommendations and/or
conditions;


 


(10)               To the extent not
already provided, COPIES of the following documents for the Vessel:


 


(i)                        Certificate
of Hong Kong Registry;


(ii)                     Radio
Licence;


(iii)                  International
Tonnage Certificate;


(iv)                 Safety Construction
Certificate;


(v)                    Safety
Equipment Certificate;


(vi)                 Safety Radio
Certificate;


(vii)              International Oil
Pollution Prevention Certificate; and


(viii)           International Load Line
Certificate;


(ix)                   ISM Code -
Document of Compliance;


(x)                      ISM Code -
Safety Management Certificate;


(xi)                   ISPS Code -
International Ship Security Certificate; and


(xii)                ISPS Code -
Continuous Synopsis Record;


 


(11)               All classification,
statutory and trading certificates for the Vessel valid and unextended without
conditions/recommendations at the date of delivery of the Vessel;


 


(12)               All plans, manuals,
specifications and other documents relating to the maintenance and operation of
the Vessel;


 


(13)               A commercial
invoice for the Vessel in two (2) originals;


 


(14)               An invoice for
bunkers and lubricating oils on board the Vessel on delivery with all
supporting vouchers;


 


 


2

















 


 


(15)              Any such additional
documents as may reasonably be required by the Buyers’ intended ship registry
for the purpose of registering title to the Vessel in the name of the Buyers,
provided that the Buyers notify the Sellers of any such documents no later than
10 Banking Days prior to the delivery date.


 


B.        Documents to be provided by the Buyers:-


 


(1)                    a copy of the
minutes of a meeting of the board of directors of the Buyers, resolving to
purchase the Vessel from the Sellers;


 


(2)                    an original
Power of Attorney of the Buyers, duly notarised and apostilled, authorising its
appointed representatives to execute all necessary documents in order to
purchase the Vessel from the Sellers;


 


(3)                    an original
Director’s Certificate of the Buyers duly notarised and legalised, confirming
the names of the directors and officers of the Buyers and attaching, as true
and correct copies, the following documents:-


 


(a)                     the
Certificate of Incorporation of the Buyers; and


 


(b)                    the Articles
of Incorporation and/or  Bye-laws of the Buyers;


 


(4)                    a Certificate
of Good Standing 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.


 


 


3

















 


 


Golden
Ocean Group Ltd.


 


8th November 2007


 


Dear Sirs


 


Memorandum of Agreement (the “MoA”)
dated 8th November 2007 for the sale and purchase of Pipavav
Hull No. P003 by Golden Ocean Group Ltd to Britannia Bulk Finance Limited
(the “Company”).


 


Terms defined in the MoA
shall have the same meanings when used in this letter of guarantee.


 


In consideration of your
signing the MoA with the Company, We, Britannia Bulk Holdings Plc, hereby
guarantee to you that the Company will perform all of its obligations under and
in connection with the MoA and, in case of failure by the Company to fulfil
such obligations then we undertake to you that we shall procure that the
Company does so.


 


Our obligations under
this letter of guarantee shall remain fully valid and enforceable
notwithstanding any waiver or release granted under or in connection with the
MoA by either the Company or yourselves or any supplement or amendment to the
MoA or any variation to the terms of the MoA agreed between the Company and
yourselves to the intent that we shall remain liable under this letter of
guarantee in respect of all of the Company’s obligations irrespective of
anything that would otherwise release or discharge our liability at all times
while the Company is liable under or in connection with the MoA itself.


 


We shall be entitled to
the full benefit of all defences and rights of counterclaim in relation to our
obligations under this letter of guarantee, including those to which the
Company is entitled under the MoA itself.


 


We represent and warrant
to you that:


 


(a)                     as at the
date hereof we are duly incorporated and validly existing as a company under
the laws of England;


 


(b)                    the execution
of this letter of guarantee in our name and the authorisation to the person
signing this letter of guarantee for us have each been duly authorised by our
board of directors and no other consents or approvals are required in order for
this letter of guarantee to be valid and enforceable against us; and


 


(c)                     this letter
of guarantee constitutes the legal, valid, binding and enforceable obligation
of ourselves.


 


All formal communications
under this letter of guarantee shall be sent to us at the same address as is
set out in Clause 31 of the MoA.


 


Clause 16 (Arbitration)
of the MoA applies equally to this guarantee as if its terms where herein set
out in full.


 


Yours faithfully


 


	
  BRITANNIA
  BULK HOLDINGS PLC

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  

  	
   

  
	
  Name: C.J. Hanson 

  	
   

  	
   

  	
  Fariyal Khanbabi

  	
   

  
	
  Title: Director

  	
   

  	
   

  	
  Director

  	
   

  



 


	
  Britannia
  Bulk Holdings plc 

  	
  Phone:

  	
  +44 (0)20 7264 4900

  	
   

  
	
  Dexter
  House

  	
  Fax:

  	
  +44 (0)20 7264 4949

  
	
  2
  Royal Mint Court 

  	
  E-mail

  	
  management@britbulk.com

  
	
  London
  EC3N 4QN

  	
  Internet

  	
  www.britbulk.com

  
	
   

  	
   

  	
   

  
	
  Reg
  In Eng. No 06402167