Exhibit 10.5


 


	
  

  MEMORANDUM OF AGREEMENT 

  	
   

  	
  Norwegian Shipbrokers’ Association’s Memorandum of
  Agreement for sale and purchase of ships. Adopted by The Baltic and Innternational
  Maritime Council (BIMCO) in 1956.

  Code-name

  SALEFORM 1993

  Revised 1966, 1983 and 1986/87.

  



 


Dated: 8 November 2007


 


	
  GOLDEN
  BRILLIANT INC., MONROVIA, LIBERIA hereinafter called the Sellers, have agreed to
  sell,

  	
  1

  
	
  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. P009
  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 29 June 2007, (II) 

  	
   

  
	
  an addendum no. 2 thereto dated 29 June 2007 and (III) an
  agreement dated 29 June 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.        DepositDown
  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 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

  	
  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 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

  
	
  Agreementdelivery 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 2010

  	
  60

  
	
   

  	
   

  	
   

  
	
  Date
  of cancellingtermination
  (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 e) 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 Sellers’
  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 deliver 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 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 o f 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, these 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 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)      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 tailshaft 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 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

  
	
  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 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 Sellers’ 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 incurrred 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 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 Buyers 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 if 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 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

  
	
  observors 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.

  	
  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

  
	
  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. P009 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 Buyers shall have the option to acquire the
Vessel by way of purchasing all of Golden Ocean Group Ltd.’s (the Sellers’
parent company) (“GOGL”)  shares in and all
loans provided by GOGL to the Sellers 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 GOGL
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 26 December 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 GOGL 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
GOGL, 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)                   Neither the
Sellers nor GOGL have 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”
- Form of Sellers’ parent guarantee; and


4.                         Appendix “D”
- 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


 


The
Sellers shall provide the Buyers with a parent guarantee in the form set out in
Appendix C hereto from GOGL as security for the performance of the Sellers’
obligations under this Agreement.


 


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 Brilliant Inc

  	
   

  	
  Britannia Bulk Finance Limited

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  	
  

  	
   

  
	
  By:
  Herman Billung

  	
   

  	
   

  	
   

  
	
  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, officers
and shareholder 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;


 


(iii)                  a resolution by
GOGL as its sole shareholder approving this Agreement;


 


and an original:


 


(iv)                 Certificate of
Good Standing;


 


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


 


(b)                    A Secretary’s
Certificate from GOGL, listing GOGL’s directors and attaching copies (certified
to be true and correct) of:


 


(i)                        its
bye-laws;


 


(ii)                     a resolution
by its board approving this Agreement (as the Sellers’ sole shareholder) and
the Parent Guarantee;


 


and an original:


 


(iii)                  power of
attorney authorizing a person to sign the Parent Guarantee on GOGL’s behalf.


 


(c)       The Parent Guarantee, duly signed on
behalf of GOGL.


 


(d)       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 GOGL 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 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

















 


 


8 November 2007


 


Dear
Sirs,


 


Memorandum of Agreement dated 8 November 2007 for the
sale and purchase of Pipavav Hull No. P009 by our subsidiary Golden Brilliant
Inc. to yourselves.


 


We
refer to the memorandum of agreement dated 8 November 2007 (the “MoA”)  entered
into by you, Britannia Bulk Finance Limited, as buyers and Golden Brilliant
Inc. as sellers (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 at our request (the
receipt and adequacy of which consideration we hereby acknowledge), we, Golden
Ocean Group Ltd, hereby guarantee to you that the Company will pay all sums due
to you and will perform all of its other obligations under and in connection
with the MoA and, in case of failure by the Company to pay any such sum or to
fulfil any such other obligations then we undertake to you that we shall
procure that the Company does so, failing which upon your written demand we
shall pay to you all sums that the Company is liable to pay to you under the
MoA and has failed to do so. Interest shall be payable on sums due by us under
this letter of guarantee, but only to the extent that interest is not already
payable by the Company under the MoA and hence already constitutes our
liability under this letter of guarantee.


 


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 corporation
under the bye-laws of Bermuda;


 


(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.


 


 


1

















 


 


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


 


	
  Yours
  faithfully

  	
   

  
	
   

  	
   

  
	
  GOLDEN
  OCEAN GROUP LTD.

  	
   

  
	
   

  	
   

  
	
  by:

  	
  

  	
   

  
	
   

  	
  Herman Billung

  	
   

  
	
   

  	
  Attorney-in-fact.

  	
   

  



 


 


2

















 


 


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. P009 by your subsidiary Golden Ocean Brilliant Inc 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

  	
   

  	
   

  
	
  

  	
   

  	
  

  	
   

  
	
   

  	
  Fariyal Khanbabi

  
	
   

  	
  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