Exhibit 10.1


 


	
   

   

   

  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. P001
  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
  thereto 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 fulfillment 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

  
	
   

  	
  31

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

  	
   

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

  	
   

  
	
  have also
  inspected the Vessel at/in on

  	
  32

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

  	
  33

  
	
  subject only to
  the terms and conditions of this Agreement.

  	
  34

  
	
   

  	
   

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

  	
  35

  
	
  whether
  same are accepted or not within

  	
  36

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

  	
  37

  
	
  The
  Buyers shall undertake the inspection without undue delay to the Vessel.
  Should the

  	
  38

  
	
  Buyers
  cause undue delay they Shall compensate the Sellers for the losses thereby
  incurred.

  	
  39

  
	
  The
  Buyers shall inspect the Vessel without opening up and without cost to the
  Sellers.

  	
  40

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

  	
  41

  
	
  examination
  by the Buyers. If the Vessel is accepted after such inspection, the sale
  shall

  	
  42

  
	
  become
  outright and definite, subject only to the terms and conditions of this
  Agreement,

  	
  43

  
	
  provided
  the Sellers receive written notice of acceptance from the Buyers within 72
  hours

  	
  44

  
	
  after
  completion of such inspection.

  	
  45

  
	
  Should
  notice of acceptance of the Vessel’s classification records and of the Vessel
  not be

  	
  46

  
	
  received
  by the Sellers as aforesaid, the deposit together with interest earned shall
  be

  	
  47

  
	
  released
  immediately to the Buyers, whereafter this Agreement shall be null and void.

  	
  48

  
	
   

  	
   

  
	
  *         4 a) and 4b) are alternatives; delete whichever is not applicable. In
  the absence of deletions, alternative 4a)

  	
  49

  
	
   to apply.

  	
  50

  
	
   

  	
   

  
	
  5.                        Notices, time and place of
  delivery

  	
  51

  
	
   

  	
   

  
	
  a)          The Sellers shall keep the Buyers well informed of the Vessel’s itinerarydelivery

  	
  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 31 March 2009

  	
   

  
	
   

  	
  60

  
	
  Date of cancelling  termination  (see Clauses 5 c), 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
  extent of the

  	
  82

  
	
  inspection
  being in accordance with the Classification Society’s rules. If the

  	
  83

  
	
  rudder,
  propeller, bottom or other underwater parts below the deepest load line are
  found

  	
  84

  
	
  broken,
  damaged or defective so as to affect the Vessel’s class, such defects shall
  be made

  	
  85

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

  	
  86

  
	
  condition/recommendation*.

  	
  87

  
	
   

  	
   

  
	
  b)**   (i)        he 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 condition 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)       f 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)      f 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)        he Classification Society may require
  survey of the tailshaft system, the extent of

  	
  116

  
	
  the survey being
  to the satisfaction of the Classification surveyor. If such survey is not

  	
  117

  
	
  required by the
  Classification Society, the Buyers shall have the right to require the
  tailshaft

  	
  118

  
	
  to be drawn and
  surveyed by the Classification Society, the extent of the survey being in

  	
  119

  
	
  accordance with
  the Classification Society’s rules for tailshaft survey and consistent
  with

  	
  120

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

  	
  121

  
	
  require the
  tailshaft to be drawn and surveyed not later than by the completion of the

  	
  122

  
	
  inspection by
  the Classification Society. The drawing and refitting of the tailshaft shall
  be

  	
  123

  



 


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.


 

















	
  arranged by the
  Sellers. Should any parts of the tailshaft 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)       he expenses relating to the survey of
  the tailshaft system shall be borne

  	
  128

  
	
  by the Buyers
  unless the Classification Society requires such survey to be carried out, in

  	
  129

  
	
  which case the
  Sellers shall pay these expenses. The Sellers shall also pay the expenses

  	
  130

  
	
  if the Buyers
  require the survey and parts of the system are condemned or found defective

  	
  131

  
	
  or broken so as
  to affect the Vessel’s class*.

  	
  132

  
	
   

  	
   

  
	
  (iii)      he expenses in connection with putting
  the Vessel in and taking her out of

  	
  133

  
	
  drydock,
  including the drydock dues and the Classification Society’s fees shall be
  paid by

  	
  134

  
	
  the Sellers if
  the Classification Society issues any condition/recommendation* as a result

  	
  135

  
	
  of the survey or
  if it requires survey of the tailshaft system. In all other cases the Buyers

  	
  136

  
	
  shall pay the
  aforesaid expenses, dues and fees.

  	
  137

  
	
   

  	
   

  
	
  (iv)     he 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)      he 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 Seller’s or
  the

  	
  141

  
	
  Classification
  surveyor’s work, if any, and without affecting the Vessel’s timely delivery.
  If,

  	
  142

  
	
  however, the
  Buyers’ work in drydock is still in progress when the Sellers have

  	
  143

  
	
  completed the
  work which the Sellers are required to do, the additional docking time

  	
  144

  
	
  needed to
  complete the Buyers’ work shall be for the Buyers’ risk and expense. In the
  event

  	
  145

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

  	
  146

  
	
  Seller’s 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 tail-end shaft(s) and/or spare

  	
  156

  
	
  propeller(s)/propeller
  blade(s), if any, belonging to the Vessel at the time of inspection used or

  	
  157

  
	
  unused, whether on
  board or not shall become the Buyers’ property, but spares on order are to

  	
  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 tail-end shaft(s) and spare propeller(s)/propeller
  blade(s) which

  	
  160

  
	
  are taken out of spare
  and used as replacement prior to delivery, but the replaced items shall be
  the

  	
  161

  
	
  property of the Buyers.
  The radio 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 the
  right to take ashore crockery, plates, cutlery, linen and other articles
  bearing the

  	
  165

  
	
  Sellers’ flag or name,
  provided they replace same with similar unmarked items. Library, forms, etc.,

  	
  166

  
	
  exclusively for use in
  the Seller’s vessel(s), shall be excluded without compensation. Captain’s,

  	
  167

  
	
  Officers’ and Crew’s
  personal belongings including the slop chest are to be excluded from the
  sale,

  	
  168

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

  	
  169

  
	
   

  	
   

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

  	
  170

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

  	
  171

  
	
  of delivery of the
  Vessel.

  	
  172

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

















	
  documents, namely
  specified in Appendix B hereto:

  	
  178

  
	
   

  	
   

  
	
  a)         Legal
  Bill of Sale in a form recordable in (the country in which the Buyers are

  	
  179

  
	
  to
  register the Vessel), warranting that the Vessel is free from all
  encumbrances, mortgages

  	
  180

  
	
  and
  maritime liens or any other debts or claims whatsoever, duly notarially
  attested and

  	
  181

  
	
  legalized
  by the consul of such country or other competent authority.

  	
  182

  
	
   

  	
   

  
	
  b)         Current
  Certificate of Ownership issued by the competent authorities of the flag
  state of

  	
  183

  
	
  the
  Vessel.

  	
  184

  
	
   

  	
   

  
	
  c)         Confirmation
  of Class issued within 72 hours prior to delivery.

  	
  185

  
	
   

  	
   

  
	
  d)         Current
  Certificate issued by the competent authorities stating that the Vessel is
  free from

  	
  186

  
	
  registered
  encumbrances.

  	
  187

  
	
   

  	
   

  
	
  e)         Certificate
  of Deletion of the Vessel from the Vessel’s registry or other official
  evidence of

  	
  188

  
	
  deletion
  appropriate to the Vessel’s registry at the time of delivery, or, in the
  event that the

  	
  189

  
	
  registry
  does not as a matter of practice issue such documentation immediately, a
  written

  	
  190

  
	
  undertaking
  by the Sellers to effect deletion from the Vessel’s registry forthwith and
  furnish a

  	
  191

  
	
  Certificate
  or other official evidence of deletion to the Buyers promptly and latest
  within 4

  	
  192

  
	
  (four)
  weeks after the Purchase Price has been paid and the Vessel has been
  delivered.

  	
  193

  
	
   

  	
   

  
	
  f)         Any
  such additional documents as may reasonably be required by the competent
  authorities

  	
  194

  
	
  for
  the purpose of registering the Vessel, provided the Buyers notify the Sellers
  of any such

  	
  195

  
	
  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

  
	
  flag
  of 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 relevant date.

  	
  227

  
	
   

  	
   

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

  	
  228

  



 


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


 

















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

  	
  229

  
	
   

  	
   

  
	
  12.      Name/markings

  	
  230

  
	
   

  	
   

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

  
	
  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 the deposit has been lodged, the Buyers

  	
  256

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

  	
  257

  
	
  arrival at          
  on or about        

  	
  258

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

  	
  259

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

  	
  260

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

  	
  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 1979 1996 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.

  	
  276

  
	
  The proceedings
  shall be conducted in accordance with the rules of the Society of
  Maritime

  	
  277

  
	
  Arbitrators, Inc.
  New York.

  	
  278

  
	
   

  	
   

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

  	
  279

  
	
            ,
  subject to the procedures applicable there.

  	
  280

  
	
   

  	
  280

  
	
  The laws of           shall
  govern this Agreement.

  	
  281

  
	
   

  	
   

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

  	
  282

  
	
  deletions, alternative 16 a) to apply.

  	
  283

  
	
  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. P001 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 Buyer’s
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 25 December 2009,


 


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.


 


6

















 


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 and 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. P001 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