Exhibit 10.4


 


	
  MEMORANDUM OF AGREEMENT

  	
  Norwegian Shipbrokers’
  Association’s Memo-

  randum 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 

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

  Bulk Holdings PLC) 

  	
  1

  
	
  hereinafter
  called the Buyers, have agreed to buy

   

  	
  2

  
	
  Name: One Panamax bulk carrier
  of approx. 74,500 dwt identified as Hull No. P004 at Pipavav 

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

  	
  3

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

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

  BWM-E (f).

  	
  4

  
	
  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 

  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”)

  	
  8

  
	
  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 

  stipulated for the Purchase Price in Clause 1, India, Norway and in
  the place of closing stipulated in 

  Clause 8.

  	
  11

  12

  
	
  “In
  writing” or “written” means a letter handed over from the Sellers to the
  Buyers or vice versa, 

  a registered letter, telex, telefax or other modern form of written
  communication.

  	
  13

  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% 

  address commission plus 1% brokerage to HOWE ROBINSON.

  	
  16

  
	
   

  	
   

  
	
  2.                         DepositDown Payment

  	
  17

  
	
   

  	
   

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

  down payment of 1020
  %

  	
  18

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

  from the date of this 

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

  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 

  	
  19

   

  20

  
	
  and
  held by them in a joint account for the Sellers and the Buyers, to be
  released in accordance 

  with joint written instructions of the Sellers and the Buyers. Interest, if
  any, to be credited to the 

  Buyers. Any fee charged for holding the said deposit shall be borne equally
  by the Sellers and the

  	
  21

  22

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

  every respect 

  	
  26

  27

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

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

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

   

  	
  28

   

  29

  
	
  4.                         Inspections

   

  	
  30

  
	
  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 

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

  subject only to the terms and conditions of this Agreement.

   

  	
  31

   

  32

  33

  34

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

  whether same are accepted or not within 

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

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

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

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

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

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

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

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

  after completion of such inspection. 

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

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

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

   

  	
  35

  36

  37

  38

  39

  40

  41

  42

  43

  44

  45

  46

  47

  48

   

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

  alternative 4a) to apply.

   

  	
  49

  50

  
	
  5.                         Notices,
  time and place of delivery

   

  	
  51

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

  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
  

  intended place of drydocking/underwater inspection/delivery. When the
  Vessel is at the place 

  of delivery and in every respect physically ready for delivery in accordance
  with this  

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

  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.

   

  	
  52

   

  53

  54

  55

  56

   

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

  accessible berth or 

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

  trials  

  in the Sellers’ option.

   

  	
  57

   

  58

   

  59

  
	
  Expected time of delivery: on/before 31 December 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 

  Vessel will not be ready for delivery by the cancelling date they may notify
  the Buyers in

   

  	
  62

  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 propose a new cancelling date. Upon receipt of such notification the
  Buyers shall have the 

  option of either cancelling this Agreement in accordance with Clause 14
  within 7 running 

  days of receipt of the notice or of accepting the new date as the new
  cancelling date. If the 

  Buyers have not declared their option within 7 running days of receipt of the
  Sellers’ 

  notification or if the Buyers accept the new date, the date proposed in the
  Sellers’ notification 

  shall be deemed to be the new cancelling date and shall be substituted for
  the cancelling 

  date stipulated in line 61. 

  	
  64

  65

  66

  67

  68

  69

  70

  71

  
	
   

  	
   

  
	
  If this Agreement is
  maintained with the new cancelling date all other terms and conditions 

  hereof including those contained in Clauses 5 a) and 5 c) shall
  remain unaltered and in full 

  force and effect. Cancellation or failure to cancel shall be entirely without
  prejudice to any 

  claim for damages the Buyers may have under Clause 14 for the Vessel
  not being ready 

  by 

  the original cancelling date.   

  	
  72

  73

  74

  75

   

  76

  
	
   

  	
   

  
	
  d)                       Should
  the Vessel become an actual, constructive or compromised total loss before
  delivery 

  the deposit together with interest earned shall be released immediately to
  the Buyers 

  whereafter this Agreement shall be null and void.

  	
  77

  78

  79

  
	
   

  	
   

  
	
  6.                         Drydocking/Divers Inspection

  	
  80

  
	
   

  	
   

  
	
  a)**   The Sellers shall place the Vessel in
  drydock at the port of delivery for inspection by the 

  Classification Society of the Vessel’s underwater parts below the deepest
  load line, the 

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

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

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

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

  condition/recommendation*.

  	
  81

  82

  83

  84

  85

  86

  87

  
	
   

  	
   

  
	
  b)**   (i) The Vessel is to be delivered
  without drydocking. However, the Buyers shall 

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

  by the Classification Society prior to the delivery of the Vessel. The
  Sellers shall at their 

  cost make the Vessel available for such inspection. The extent of the
  inspection and the 

  conditions under which it is performed shall be to the satisfaction of the
  Classification 

  Society. If the condition at the port of delivery are unsuitable for such
  inspection, the 

  Sellers shall make the Vessel available at a suitable alternative place near
  to the delivery 

  port.

  	
  88

  89

  90

  91

  92

  93

  94

  95

  
	
   

  	
   

  
	
  (ii) If the
  rudder, propeller, bottom or other underwater parts below the deepest load
  line 

  are found broken, damaged or defective so as to affect the Vessel’s class,
  then unless 

  repairs can be carried out afloat to the satisfaction of the Classification
  Society, the Sellers 

  shall arrange for the Vessel to be drydocked at their expense for inspection
  by the 

  Classification Society of the Vessel’s underwater parts below the deepest
  load line, the 

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

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

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

  good by the Sellers at their expense to the satisfaction of the
  Classification Society 

  without condition/recommendation*. In such event the Sellers are to pay also
  for the cost of 

  the underwater inspection and the Classification Society’s attendance.

  	
  96

  97

  98

  99

  100

  101

  102

  103

  104

  105

  106

  
	
   

  	
   

  
	
  (iii) If the
  Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no
  suitable dry -

  docking facilities are available at the port of delivery, the Sellers shall
  take the Vessel 

  to a port where suitable drydocking facilities are available, whether within
  or outside the 

  delivery range as per Clause 5 b). Once drydocking has taken place the
  Sellers shall deliver 

  the Vessel at a port within the delivery range as per Clause 5 b)
  which shall, for the 

  purpose of this Clause, become the new port of delivery. In such event the
  cancelling date 

  provided for in Clause 5 b)) shall be extended by the additional time
  required for the 

  drydocking and extra steaming, but limited to a maximum of 14 running days.

  	
  107

  108

  109

  110

  111

  112

  113

  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 

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

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

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

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

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

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

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

  	
  116

  117

  118

  119

  120

  121

  122

  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 

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

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

  condition/recommendation*.

  	
  124

  125

  126

  127

  
	
   

  	
   

  
	
  (ii) the expenses
  relating to the survey of the tailshaft system shall be borne 

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

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

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

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

  	
  128

  129

  130

  131

  132

  
	
   

  	
   

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

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

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

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

  shall pay the aforesaid expenses, dues and fees.

  	
  133

  134

  135

  136

  137

  
	
   

  	
   

  
	
  (iv) the Buyers’
  representative shall have the right to be present in the drydock, but 

  without interfering with the work or decisions of the Classification
  surveyor.

  	
  138

  139

  
	
   

  	
   

  
	
  (v) the Buyers
  shall have the right to have the underwater parts of the Vessel 

  cleaned and painted at their risk and expense without interfering with the
  Seller’s or the 

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

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

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

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

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

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

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

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

  	
  140

  141

  142

  143

  144

  145

  146

  147

  148

  149

  
	
   

  	
   

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

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

  	
  150

  151

  
	
   

  	
   

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

  alternative 6 a) to apply.

  	
  152

  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 

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

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

  be 

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

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

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

  property of the Buyers. The radio installation and navigational equipment
  shall be included in the sale 

  without extra payment if they are the property of the Sellers. Unused stores
  and provisions shall be 

  included in the sale and be taken over by the Buyers without extra payment.

  	
   

  156

  157

  158

   

  159

  160

  161

  162

  163

  164

  
	
   

  	
   

  
	
  The Sellers have the right to take ashore crockery,
  plates, cutlery, linen and other articles bearing the 

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

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

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

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

  	
  165

  166

  167

  168

  169

  
	
   

  	
   

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

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

  of delivery of the Vessel. 

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

  the Purchase Price.

  	
  170

  171

  172

  173

  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  

  delivery

  	
  177

  






 


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 

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

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

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

   

  	
  179

  180

  181

  182

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

  the Vessel.

   

  	
  183

  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 

  registered encumbrances.

   

  	
  186

  187

   

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

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

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

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

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

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

   

  	
  188

  189

  190

  191

  192

  193

   

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

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

  documents as soon as possible after the date of this Agreement.

   

  	
  194

  195

  196

  
	
  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.

   

  	
  197

  198

  199

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

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

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

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

  be in the Sellers’ possession shall be promptly forwarded to the Buyers at
  their expense, if they so 

  request. The Sellers may keep the Vessel’s log books but the Buyers to have
  the right to take 

  copies of same.

   

  	
  200

  201

  202

  203

  204

  205

  206

  
	
  9.        Encumbrances

   

  	
  207

  
	
  The Sellers warrant
  that the Vessel, at the time of delivery, is free from all charters,
  encumbrances, 

  mortgages and maritime liens or any other debts whatsoever. The Sellers
  hereby undertake 

  to indemnify the Buyers against all consequences of claims made against the
  Vessel which have 

  been incurred prior to the time of delivery.

   

  	
  208

  209

  210

  211

  
	
  10.      Taxes, etc.

   

  	
  212

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

  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  

  purchase by the Buyers of the Vessel from the
  Sellers’  

  register shall be for the Sellers’  Buyers’
  account.

   

  	
  213

   

  214

   

  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 

  delivered to the Buyers, but subject to the terms and conditions of this
  Agreement she shall be 

  delivered and taken over as she was at the time of inspection, fair wear and
  tear excepted.

  	
  217

  218

  219

  
	
  However, the Vessel
  shall be delivered with her class maintained without
  condition/recommendation*, 

  free of average damage affecting the Vessel’s class, and with her classification
  certificates and 

  national certificates, as well as all other certificates the Vessel had at
  the time of inspection, valid and 

  unextended without condition/recommendation* by Class or the relevant
  authorities at the time of 

  delivery.

  	
  220

  221

  222

  223

  224

  
	
  “Inspection” in this
  Clause 11, shall mean the Buyers’ inspection according to Clause 4 a)
  or 4 b), if 

  applicable, or the Buyers’ inspection prior to the signing of this Agreement.
  If the Vessel is taken over 

  without inspection, the date of this Agreement shall be the relevant date.

   

  	
  225

  226

  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 

  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.

   

  	
  231

  
	
  13.      Buyers’ default

   

  	
  232

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

  right to cancel  terminate
  this 

  Agreement, and they shall be entitled to claim compensation for their losses
  and for all expenses 

  incurred together with interest. 

  Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the
  right to 

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

  earned shall be released to the 

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

  to claim further 

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

   

  	
  233

   

  234

  235

  236

  237

   

  238

   

  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 

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

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

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

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

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

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

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

  immediately.

  	
   

  242

  243

  244

  245

  246

  247

  248

  249

  250

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

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

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

  negligence and whether or not the Buyers cancel this Agreement.

   

  	
  251

  252

  253

  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 

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

  arrival at              on or about

  	
  256

  257

  258

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

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

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

   

  	
  259

  260

  261

   

  
	
  16.      Arbitration

   

  	
  262

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

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

  accordance with the Arbitration Acts 1950 and 19791996
  or any statutory 

  modification or

  	
  263

  264

  265

   

  
	
  re-enactment thereof
  for the time being in force, one arbitrator being appointed by each 

  party. On the receipt by one party of the nomination in writing of the other
  party’s arbitrator, 

  that party shall appoint their arbitrator within fourteen days, failing which
  the decision of the 

  single arbitrator appointed shall apply. If two arbitrators properly
  appointed shall not agree 

  they shall appoint an umpire whose decision shall be final.

   

  	
  266

  267

  268

  269

  270

  
	
  b)*     This Agreement shall be governed by and
  construed in accordance with Title 9 of the 

  United States Code and the Law of the State of New York and should any
  dispute arise out 

  of this Agreement, the matter in dispute shall be referred to three persons
  at New York, one to 

  be appointed by each of the parties hereto, and the third by the two so
  chosen; their 

  decision or that of any two of them shall be final, and for purpose of
  enforcing any award, this

   

  	
  271

  272

  273

  274

  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 

  Arbitrators, Inc. New York.

   

  	
  277

  278

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

             , subject
  to the procedures applicable there.

  The laws of
             shall
  govern this Agreement.

   

  	
  279

  280

  281

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

  deletions, alternative 16 a) to apply.

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

   

  	
  282

  283

   

  






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. P004 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.


 


1

















 


 


Clause 20 – Buyers’ Supplied
Items


 


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


 


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


 


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


 


Clause 21 – Notice to the Builder


 


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


 


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


 


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


 


Clause 22 – Modification /
Changes / Etc.


 


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


 


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


 


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


 


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


 


Clause 23 – Liability for
Representatives


 


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


 


Clause
24 – Sea Trials


 


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


 


2

















 


 


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


 


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


 


Clause
25 – Adjustment of the Contract Price


 


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


 


Clause
26 – Assignment of Warranties


 


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


 


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


 


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


 


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


 


Clause
27 – Buyers’ termination


 


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


 


	
  (i)

  	
   

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

  
	
  (ii)

  	
   

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

  
	
  (iii)

  	
   

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

  
	
  (iv)

  	
   

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

  
	
  (v)

  	
   

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

  
	
  (vi)

  	
   

  	
  the Sellers fail to deliver the Vessel to the Buyers
  by 27 September 2010,

  



 


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


 


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


 


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


 


3

















 


 


Clause 28 – Confidentiality


 


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


 


Clause 29 – Miscellaneous


 


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


 


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


 


Clause 30 – Sellers’
representations and undertakings


 


The Seller hereby
represents to the Buyers as follows:


 


	
  (a)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

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

  



 


Clause 31 – Notices


 


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


 


	
  To
  the Buyers

  	
   

  	
  BRITANNIA BULK PLC

  
	
   

  	
   

  	
  Fax

  	
  :

  	
  +44 20 7264 4949

  
	
   

  	
   

  	
  E-mail

  	
  :

  	
  management@britbulk.com

  
	
   

  	
   

  	
   

  
	
  To
  the Sellers

  	
   

  	
  c/o GOLDEN OCEAN MANAGEMENT AS

  
	
   

  	
   

  	
  Fax

  	
  :

  	
  +47 22 01 73 59

  
	
   

  	
   

  	
  E-mail

  	
  :

  	
  operation@goldenocean.no

  
							



 


Clause 32 – Documents


 


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


 


	
  1.

  	
   

  	
  Appendix “A” – List of Documents to be delivered on
  signing of the Agreement;

  
	
  2.

  	
   

  	
  Appendix “B” – List of Delivery Documents;

  
	
  3.

  	
   

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

  



 


4

















 


Clause 33 – Status of
Construction


 


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


 


Clause 34


 


[Intentionally left
blank]


 


Clause 35 – Closing


 


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


 


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


 


Clause 36


 


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


 


Clause 37 – Security Assignment


 


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


 


Clause 38


 


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


 


	
  The Sellers

  	
  The Buyers

  
	
  Golden
  Ocean Group Ltd

  	
  Britannia
  Bulk Finance Limited

  



 


	
  

  	
   

  	
  

  	
   

  
	
  By: Herman Billung

  	
   

  	
  By: Cliff Hanson

  	
   

  
	
  Title: Attorney-in-Fact

  	
   

  	
  Title: Director

  	
   

  



 


 


5

















 


 


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


 


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


 


(a)                     A Secretary’s
Certificate from the Sellers confirming the identity of its directors and
officers

and attaching copies (certified to be true and correct) of:


 


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


 


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


 


and an original:


 


(iii)                  Certificate of
Good Standing;


 


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


 


(i)


 


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


 


(i)                        the
Shipbuilding Contract;


 


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


 


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


 


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


 


 





















 


 


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


 


A.                       Documents
to be provided by the Sellers:-


 


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


 


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


 


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


 


(c)                     any original
Power of Attorney (and/or other original corporate authority documentation)
produced by the Yard authorising the execution by the Yard of its Builder’s
Certificate, bill of sale 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. P004 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