Exhibit
4.8


 


	
   

  	
  DE BRAUW

  
	
   

  	
  BLACKSTONE

  
	
   

  	
  WESTBROEK

  



 


Share
Purchase Agreement


 


relating to


 


Marine Harvest N.V.


 


between


 


Nutreco Holding N.V. 


and


Stolt Sea Farming Investments B.V.


 


As Sellers


 


Geveran Trading Co Ltd


as Purchaser


 


and


 


Greenwich Holdings Ltd. 


as Guarantor


 


Dated 6 March
2006


 


	
   

  	
   

  	
  Tripolis 300

  
	
   

  	
   

  	
  Burgerweeshuispad 301

  
	
   

  	
   

  	
  1070 HR Amsterdam

  
	
   

  	
   

  	
  The Netherlands

  



 

















 


	
   

  	
  Contents

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1

  	
  Interpretation

  	
  5

  
	
  1.1

  	
  Definitions

  	
  5

  
	
  2

  	
  Sale and Purchase /
  Transfer and Payment

  	
  7

  
	
  2.1

  	
  Sale and purchase

  	
  7

  
	
  2.2

  	
  Transfer

  	
  7

  
	
  3

  	
  Purchase Price

  	
  7

  
	
  3.1

  	
  Purchase Price

  	
  7

  
	
  3.2

  	
  Security

  	
  7

  
	
  4

  	
  Conditions Precedent

  	
  7

  
	
  4.1

  	
  Conditions

  	
  7

  
	
  4.2

  	
  Responsibility for
  satisfaction

  	
  8

  
	
  4.3

  	
  Non-Satisfaction/Waiver

  	
  8

  
	
  5

  	
  Pre-Closing covenants

  	
  9

  
	
  6

  	
  Closing

  	
  9

  
	
  6.1

  	
  Date

  	
  9

  
	
  6.2

  	
  Payment

  	
  9

  
	
  7

  	
  Termination

  	
  10

  
	
  7.1

  	
  Right of termination

  	
  10

  
	
  7.2

  	
  Rights upon termination

  	
  10

  
	
  7.3

  	
  Arrangements in the event
  of termination

  	
  10

  
	
  8

  	
  Warranties

  	
  11

  
	
  8.1

  	
  Sellers’ Warranties

  	
  11

  
	
  8.3

  	
  Disclosure

  	
  12

  
	
  8.4

  	
  Liability for breach of
  Warranties

  	
  12

  
	
  8.5

  	
  Purchaser’s Warranties

  	
  13

  
	
  9

  	
  Limitation of liability

  	
  13

  
	
  9.1

  	
  Time limitation

  	
  13

  
	
  9.2

  	
  Aggregate minimum claims

  	
  13

  
	
  9.3

  	
  Maximum liability

  	
  13

  
	
  9.4

  	
  Matters arising after
  Signing

  	
  14

  
	
  9.5

  	
  Purchaser’s Insurance

  	
  14

  
	
  9.6

  	
  Mitigation of Losses

  	
  14

  
	
  10

  	
  Confidentiality

  	
  14

  
	
  10.1

  	
  Announcements

  	
  14

  
				



 


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  10.2

  	
  Confidentiality undertaking

  	
  14

  
	
  11

  	
  Miscellaneous

  	
  14

  
	
  11.1

  	
  Whole agreement

  	
  14

  
	
  11.2

  	
  Nature of Sellers’
  Liabilities

  	
  14

  
	
  11.3

  	
  Third party rights

  	
  15

  
	
  11.4

  	
  Rescission

  	
  15

  
	
  11.5

  	
  Costs

  	
  15

  
	
  11.6

  	
  Assignment

  	
  15

  
	
  11.7

  	
  Notices

  	
  15

  
	
  11.9

  	
  Guarantee

  	
  17

  
	
  11.10

  	
  Dispute resolution

  	
  17

  
	
  11.11

  	
  Governing law

  	
  17

  



 


3

















 


Share Purchase Agreement


 


THE UNDERSIGNED:


 


(1)            Nutreco
Holding N.V., a public
company with limited liability (naamloze
vennootschap), with corporate seat in Boxmeer, the Netherlands, and
having its address at Veerstraat 38, 5831 JN Boxmeer, the Netherlands (“Nutreco”);


 


(2)            Stolt
Sea Farm Investments B.V. a
private company with limited liability (besloten
vennootschap) incorporated in the Netherlands, with corporate seat
in Schiedam, and having its address at Karel Doormanweg 25, 3115 JD Schiedam
the Netherlands (“Stolt”, Stolt and Nutreco jointly
referred to as “Sellers”);


 


(3)            Geveran
Trading Co Ltd, a private
company with limited liability incorporated in Cyprus, with corporate seat in
Limassol, Cyprus and having its address at Deana Beach Apartments, Promachou
Eleftherias Street, Ayos Athanasios, Limassol, Cyprus, (“Purchaser”),
and


 


(4)            Greenwich
Holdings Ltd., a private
company with limited liability incorporated in Cyprus, with corporate seat in
Limassol, Cyprus and having its address at Deana Beach Apartments, Promachou
Eleftherias Street, Ayos Athanasios, Limassol, Cyprus (“Guarantor”)


 


WHEREAS:


 


(A)           Sellers
together hold all of the 60,000 issued and outstanding shares (the “Shares”) in the capital of Marine Harvest N.V., a public
company with limited liability (naamloze vennootschap),
with corporate seat in Amersfoort, the Netherlands, and having its
address at P.C.Hooftlaan 3, 3818 HG, Amersfoort (the “Company”).


 


(B)           Nutreco
owns 45,000 of the Shares, and Stolt owns 15,000 of the Shares.


 


(C)          The
Company and its Group Companies are active in the business of fish farming.


 


(D)          Sellers
and Purchaser have conducted negotiations about the sale of the Shares by Sellers.
In that connection, Sellers and Purchaser have signed the Confidentiality Agreement.


 


(E)           Sellers
desire to sell, and Purchaser desires to purchase, the Shares on the terms set
out


 


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herein.


 


(F)           Sellers
and Purchaser have obtained all necessary internal approvals to enter into this
Agreement and to consummate the Transaction.


 


(G)          Purchaser
has agreed to assume all costs and risks related to making all requisite competition
law and regulatory filings and obtaining all requisite competition law and
other regulatory approvals.


 


IT IS AGREED AS FOLLOWS:


 


1                      INTERPRETATION


 


1.1            Definitions


 


Capitalised words, including
those used in the preamble to this Agreement, shall have the following meaning:


 


Accounts
Date means 31 December
2005; 


 


Agreement
means this share
purchase agreement;


 


Annual
Accounts means the
consolidated balance sheet, profit and loss account, and explanatory notes
thereto, of the Group in respect of the first financial year of the Company
ending 31 December 2005, accompanied by an unconditional approving statement of
an auditor as referred to in article 2:393 section 5 Dutch Civil Code;


 


Business
Day means a day which
is not a Saturday, a Sunday or a public holiday in either of the Netherlands,
Cyprus and Norway;


 


Closing means the performance of the actions referred
to in Clause 6.3; 


 


Closing
Date means the date on
which Closing takes place;


 


Company means Marine Harvest N.V.,
a public company with limited liability (naamloze
vennootschap) with corporate seat in Amersfoort, the Netherlands,
and having its address at P.C.Hooftlaan 3, 3818 HG, Amersfoort;


 


Conditions
Precedent means the
conditions set out in Clause 4.1, and Condition Precedent
means any one of them or the relevant one of them, as the context requires;


 


Confidentiality
Agreement means the
confidentiality agreement dated 31 January 2006 between Sellers and Purchaser;


 


EURIBOR means in relation to an amount outstanding in
any given calendar month the percentage rate per annum determined by the
Banking Federation of the European Union for the relevant period as displayed
on page EURIBOR of Reuters’ screen on the first
Business Day of such calendar month.


 


Governmental
Authority means, to
the extent it has jurisdiction, any supranational governmental


 


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commission, council,
directorate, court, trade agency, regulatory body or otherwise authority, or
any national government, any legislature, any political subdivision of a
national government or of any state, county, province or local jurisdiction
therein or any agency or instrumentality of any such government or political
subdivision;


 


Group means the Company and the Group Companies;


 


Group
Companies means any
company, firm or legal entity with respect to which the Company, from time to
time, directly or indirectly, holds 50% or more of the nominal value of its
share capital issued or of the voting power at its general meetings or has the
power to appoint a majority of its directors or otherwise direct its
activities, or any other company, firm or legal entity qualifying as a
“subsidiary” or part of a “group” as referred to in sections 2:24a and 2:24b
Dutch Civil Code and Group Company means any one of them or the relevant one of
them, as the context requires;


 


Guarantor has the meaning set out in preamble (4)


 


Law means any statute, law, ordinance, rule or
regulation of any Governmental Authority;


 


Losses means all damage, losses, liabilities, costs
(including reasonable legal costs and reasonable experts’ and consultants’
fees), charges, expenses, claims and demands;


 


Notary means Professor Martin van Oiffen or another
civil law notary of De Brauw Blackstone Westbroek N.V., or his substitute;


 


Notice has the meaning set out in Clause 11.7; 


 


Nutreco has the meaning set out in Preamble (1);


 


Parties means Nutreco, Stolt, Purchaser and
Guarantor, and “Party” means any one of them or
the relevant one of them, as the context requires;


 


Purchase
Price has the meaning
set out in Clause 3; 


 


Purchaser has the meaning set out in Preamble (3);


 


Purchaser’s
Warranties means the
warranties given by Purchaser to Sellers pursuant to Clause 8.5.1 and set out
in Clauses 8.5.2 and 8.5.3, and Purchaser’s Warranty
means any one of them or the relevant one of them, as the context requires;


 


Sellers means Nutreco and Stolt jointly;


 


Sellers’
Knowledge means the
actual knowledge of each Seller after having made due enquiries with the chief
executive officer and the chief financial officer of the Company.


 


Sellers’
Warranties means the
warranties given by Sellers to Purchaser pursuant to Clause 8.1.1 and set out
in Clause 8.1.2 up to and including Clause 8.1.5, and “Sellers’
Warranty” means any one of them or the relevant one of them, as the
context requires;


 


Signing means the signing by the Parties of this
Agreement;


 


Signing
Date means the day on
which the last Party signing this Agreement has signed this


 


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Agreement;


 


Shares has the meaning set out in Preamble (A);


 


Stolt has the meaning set out in Preamble (2);


 


Transaction means the acquisition of the Shares by
Purchaser and any ancillary arrangements related thereto.


 


2                      SALE AND PURCHASE / TRANSFER AND PAYMENT


 


2.1            Sale and purchase


 


On and subject to the terms
and conditions of this Agreement each of Sellers hereby agrees to sell its
Shares to Purchaser, and Purchaser hereby agrees to purchase the Shares from
Sellers against payment of the Purchase Price to Sellers.


 


2.2            Transfer


 


On the Closing Date, Sellers
shall transfer the Shares to Purchaser in accordance with Clause 6.3.3 and
Purchaser shall pay to Sellers the Purchase Price (including any interest
pursuant to Clause 3) in accordance with Clause 6.2.


 


3                      PURCHASE PRICE


 


3.1            Purchase Price


 


The purchase price for the
Shares shall be EUR, 1.175,000,000 (one billion one hundred and seventy five
million Euros) (the “Purchase Price”)
plus interest from 28 March 2006 until Closing at a rate equal to the sum of 1
month EURIBOR and a margin of 50 basis points, interest to capitalised as of
the end of each calendar month.


 


3.2            Security


 


If the Closing does not occur
on 28 March 2006. Purchaser shall as of such date provide security to Sellers
by means of an irrevocable guarantee, in form and substance satisfactory to
Sellers, for Purchaser’s payment of the Purchase Price (including any interest
accrued from time to time pursuant to Clause 3.1) in accordance with Clause 3.1
or the indemnity amount in accordance with Clause 7.3, as the case may be, from
a reputable bank licensed to carry on business in Norway or the Netherlands.
Such guarantee shall be governed by the Laws of Norway or the Netherlands and
shall if governed by the laws of Norway be a “selvskyldnergaranti”
and if governed by the laws of the Netherlands be as co-principal
debtor (“hoofdelijke aansprakelijkheid”).


 


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4                      CONDITIONS PRECEDENT 


 


4.1            Conditions


 


Closing is conditional upon satisfaction
or waiver of the following Conditions Precedent:


 


4.1.1               any requisite filings with the European
Commission or any national competition authorities, whether in EU member
countries or elsewhere, shall have been made, and any required waiting periods
under applicable competition Laws shall have expired or the competent competition
authorities shall have given all requisite consents to the consummation of the Transaction
(with or without conditions); and


 


4.1.2               all necessary approvals, licenses and consents
from Governmental Authorities that are required for the implementation of the
Transaction shall have been obtained, including without limitation any
approvals or consents required in connection with acquisition of control of
Norwegian aquaculture concessions.


 


4.2            Responsibility for
satisfaction


 


4.2.1               Purchaser shall take all such actions as are
necessary to ensure satisfaction of all of the Conditions Precedent, including
without limitation by agreeing to (a) take any action that may be required in
order to obtain an unconditional clearance (including by agreeing to perform
any disposition of assets or businesses that may be required by any relevant Governmental
Authority) or (b) duly and promptly comply with any condition that any relevant
Governmental Authority may impose to clear this Agreement and the Transaction.


 


4.2.2               Each Seller shall provide Purchaser with all
reasonable assistance in order to ensure satisfaction of all of the Conditions
Precedent, including by giving Purchaser access to and assistance from
employees of the Company.


 


4.2.3               Purchaser shall as soon as practicable prepare
and file with the competent Governmental Authorities the notices and
applications necessary to satisfy the Conditions Precedent.


 


4.2.4               Purchaser shall bear all filing fees and other
costs incurred in relation to any anti-trust or simitar filing (including any
costs incurred in connection with Purchaser’s obligation under Clause 4.2.1)
required to be made in any jurisdiction in connection with Purchaser’s acquisition
of the Company. Purchaser shall also bear all costs, penalties and fines resulting
from not filing in any jurisdiction where it is determined that filing should
have taken place.


 


4.2.5               In the event that any administrative or
judicial action or proceeding is instituted (or threatened to be instituted) by
a Governmental Authority or any other person challenging (any part of) the
Transaction, the Parties shall co-operate in all respects with each other and
use their respective reasonable best endeavours to defend, contest and resist
any such action or proceeding and to have vacated, lifted, reversed or
overturned any order, whether temporary, preliminary or permanent, that is in
effect and that prohibits, prevents or restricts the consummation of the Transaction.


 


4.3     Non-Satisfaction/Waiver


 


4.3.1               Within 2 (two) Business Days of becoming aware
of the same, Purchaser shall give notice to Sellers of the satisfaction of any
of the Conditions Precedent.


 


4.3.2               The Conditions Precedent may only be waived by
written agreement between Sellers and


 


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Purchaser.


 


4.3.3               If it proves impossible to satisfy any
Condition Precedent with respect to any part of the business of the Group only,
or it is substantially more time consuming to obtain satisfaction of a
Condition Precedent with respect to one part of the business of the Group than
with respect to the remaining parts of the business of the Group, then the
Parties will in good faith discuss with a view to finding means of closing the
Transaction with respect to those parts of the business of the Group for which
the Conditions Precedent have been satisfied, without prejudice to the
continued operation after such partial Closing of all provisions set out in
this Agreement with respect to those parts of the business of the Group in
respect of which the Closing has not occurred.


 


5       PRE-CLOSING COVENANTS


 


Sellers undertake (a) to use
their reasonable endeavours to procure that between Signing and Closing the
Group Companies shall carry on their business as a going concern in the
ordinary course consistent with past practice, save as consented to in writing
by Purchaser, such consent not to be unreasonably withheld or delayed, and (b)
to procure that the Company shall not declare, make or pay any dividend or
other equity distribution to its shareholders.


 


6       CLOSING


 


6.1    Date


 


The Closing shall take place
on 28 March 2006 or the date falling three Business Days after the date on
which the conditions set out in Clause 4.1 have been fulfilled or waived or
such other day and time as may be agreed in writing by Sellers and Purchaser,
at the offices of De Brauw Blackstone Westbroek N.V. in Amsterdam.


 


6.2    Payment


 


Purchaser shall pay the
Purchase Price (including any interest pursuant to Clause 3.1) to bank account
number 69.32.13.876 (Bic code INGBNL2A) at ING Bank on the Business Day before,
and with value on, the date scheduled for Closing, in the name of the Notary,
which amount shall be held for Purchaser until the Closing Actions referred to
in Clause 6.3 have been performed, after which the Notary shall hold the
Purchase Price on behalf of Sellers pro  rate parte their respective ownership of
the Shares on the Closing Date before the transfer of the Shares and pay said
amounts in accordance with Sellers’ joint instructions.


 


6.3    Closing Actions


 


At the Closing,


 


6.3.1               Sellers shall deliver or make available to
Purchaser evidence that signatories on behalf of Sellers are authorised to sign
the notarial deed of transfer of the Shares.


 


6.3.2               Purchaser shall deliver or make available to
Sellers:


 


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(a)       evidence of the due fulfilment of the Conditions Precedent; and


 


(b)         evidence that signatory on behalf of
Purchaser is authorised to sign the notarial deed of transfer of the Shares


 


6.3.3     The Sellers shall transfer the Shares to
Purchaser, Purchaser shall accept the transfer, and Sellers shall procure that
the Company acknowledges the transfer, the foregoing to be effected by
execution by Sellers, Purchaser and the Company, before the Notary, of a
notarial deed of transfer.


 


7                      TERMINATION


 


7.1            Right of termination


 


This Agreement may be
terminated by written notice by either Sellers to Purchaser or by Purchaser to
Sellers at any time prior to the Closing Date:


 


7.1.1     if satisfaction of either of the Conditions Precedent becomes impossible
(other than through the fault of the Party seeking to terminate this
Agreement), or


 


7.1.2     if the Closing has not occurred (other than
through the fault of the Party seeking to terminate this Agreement) on or
before 15 September 2006 or such later date as the Parties may agree upon, it
being understood that the Sellers will consent to a an extension of this time
limit of up to 60 days if either of the Conditions Precedent set out in Clause
4.1 has at the time of such extension not been satisfied, but Purchaser can
document that it is likely that such Condition(s) Precedent will be satisfied
within the period of such extension.


 


7.2            Rights upon termination


 


If
this Agreement is terminated pursuant to Clause 7.1, all further obligations of
the Parties pursuant to this Agreement shall terminate and have no further
effect, provided, however, that the obligations of the Parties set out in
Clause 7.3 (Arrangements in the event of termination), Clause 10
(Confidentiality) and Clause 11 (Miscellaneous) shall survive such termination.


 


7.3            Arrangements in the event of termination


 


If this Agreement is
terminated in accordance with Clause 7.1 (Right of termination), Purchaser
shall promptly make an indemnity payment in an amount equal to the Purchase
Price (including any interest pursuant to Clause 3.1) to bank account number
69.32.13.876 (Bic code INGBNL2A) at lNG Bank, in the name of the Notary, which
amount shall be held for Purchaser until a first priority pledge has been
created and perfected on the Shares as security for Purchaser’s rights to
receive the net proceeds from a subsequent sale of the Shares in accordance
with the provisions below, after which the Notary shall hold the Purchase Price
on behalf of Sellers pro  rate parte their
respective ownership of the Shares and pay said amounts in accordance with
Sellers’ joint instructions.


 


Following receipt of the
Purchase Price, Sellers shall proceed without undue delay with a process to
sell the Shares to one or more third parties. All expenses incurred in
connection with such process shall be for Purchaser’s account, and Sellers may
require that out-of-pocket expenses be directly paid by Purchaser. To the extent
permitted by Law, Sellers shall consult with Buyer with regard to material


 


10

















 


decisions regarding such sales process, and
Sellers shall, at Purchaser’s risk and expense, comply with all reasonable
instructions of Purchaser in that regard, provided that such instructions shall
in no event obligate Sellers to take any action which would be contrary to Law,
the rules of any stock exchange on which securities issued by either Seller is
listed, any relevant code of corporate governance or the fiduciary duties of
the members of Sellers’ respective governing bodies.


 


The proceeds of the sale of the Shares to one
or more third parties, net of all expenses incurred in connection with the sale
which have not been paid by Purchaser, shall be paid directly to Purchaser or
to an account in the name of the Notary from which it shall be promptly be
paid-on to Purchaser.


 


8                      WARRANTIES


 


8.1            Sellers’ Warranties


 


8.1.1               Sellers represent and warrant to Purchaser
that the statements set out in Clause 8.1.2 up to and including Clause 8.1.6
are true and accurate in all material respects as at Signing and that the
statements set out in Clause 8.1.2 up to and including Clause 8.1.3 will also be
true and accurate in all material respect at Closing.


 


8.1.2               Incorporation, authority, corporate action of
Sellers


 


(a)       Each of the Sellers is validly existing and is a company duly
incorporated under the law of its jurisdiction of incorporation.


 


(b)       Each of the Sellers has the full power and authority to enter into and
perform its obligations under this Agreement and any other documents to be
executed by Sellers pursuant to or in connection with this Agreement, which,
when executed, will constitute valid and binding obligations on Sellers, in accordance
with their respective terms.


 


(c)        Each of the Sellers has taken or will have
taken all corporate action required by it to authorise it to enter into and to
perform its obligatoins in accordance with this Agreement and any other
documents to be executed by it pursuant to or in connection with this
Agreement.


 


8.1.3               The Shares


 


(a)       Nutreco is the sole legal owner of the Shares sold by it in accordance
with the terms of this Agreement.


 


(b)       Stolt is the sole legal owner of the Shares sold by it in accordance
with the terms of this Agreement.


 


(c)        The Shares comprise the whole of the issued
share capital of the Company and have been properly and validly issued and are
each fully paid.


 


(d)       No person has the right, or has claimed to have the right, (whether
exercisable now or in the future and whether contingent or not) to call for the
conversion, issue, registration, sale or transfer, amortisation or repayment of
any share capital or any other security giving rise to a right over, or an
interest in, the capital of the Company


 


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under
any option, agreement or other arrangement (including conversion rights and
rights of pre-emption). 


 


(e)        There are no encumbrances of any kind
whatsoever on any of the Shares.


 


8.1.4               Annual Accounts


 


The
Annual Accounts, a copy of which is attached hereto, have been drawn up,
audited, and adopted in accordance with the Dutch statutory requirements. On
that basis, the Annual Accounts give in all material respects a fair and accurate
view of the state of affairs of the Group for the year ended on the Accounts
Date.


 


8.1.5               Events since Accounts Date


 


During
the period from the Accounts Date and up until the date of this Agreement, the
Company has not declared, made or paid any dividend or other equity
distribution to its shareholders, and to Sellers’ Knowledge, and save as
disclosed to Purchaser, no event or circumstance affecting the Company
specifically and not the industry generally has occurred which have had a
material negative effect on the state of affairs of the Group Companies taken
as a whole.


 


8.1.6               Disclosure


 


To
Sellers’ Knowledge, the management presentation made to Purchaser on 10
February 2006, a copy of which is attached hereto, did not contain any material
misrepresentation of fact nor did it omit any fact or circumstance which must
be considered essential for Purchaser’s decision to enter into this Agreement.


 


8.2            Scope of Sellers’ Warranties


 


8.2.1               Each Sellers’ Warranty applies only to the
subject expressly referred to therein.


 


8.2.2               Purchaser acknowledges that no representations
or warranties, express or implied, have been given or are given by Sellers
other than the Sellers’ Warranties. Without limiting the generality of the
foregoing, Purchaser specifically acknowledges and agrees that Sellers make no
representation or warranty as to the accuracy of any forecasts (in relation to
budget, amount of bio-mass or otherwise), estimates, projections, statements of
intent or statements of opinion howsoever provided to Purchaser or any of its
advisors on or prior to Signing.


 


8.2.3               The applicability of article 7:17 of the
Netherlands Civil Code, which concerns implied warranties, is hereby excluded.


 


8.3                  Disclosure


 


Sellers’ Warranties are limited by, and Sellers shall not be in breach
of or liable for of any Sellers’ Warranties in respect of, any matter which has
been disclosed to Purchaser’s representatives.


 


8.4            Liability for breach of Sellers’ Warranties


 


8.4.1               In the event of any breach by Sellers of this
Agreement, Purchaser shall not have the right to terminate or rescind this
Agreement and as its sole and exclusive remedy and subject to any limitations
of liability set out in this Agreement, shall have the right to claim the
Losses


 


12

















 


suffered
or incurred by Purchaser as a result of such breach from the Sellers pro rata
parte their respective ownership of the.


 


8.4.2                   In the event of any breach of Purchaser’s
Warranties, Sellers shall be entitled to claim the Losses suffered or incurred
by Sellers as a result of such breach.


 


8.5            Purchaser’s Warranties


 


8.5.1               Purchaser represents and warrants to Sellers
that, as at Signing and at Closing:


 


(a)               the statements set out in Clauses 8.5.2 and
8.5.3 are and will be true and accurate in all material respects; and


 


(b)               neither Purchaser nor any of its directors,
employees, agents or advisors is aware of any breach of Sellers’ Warranties or
of any fact or circumstance which could give rise to a breach of Sellers’
Warranties.


 


8.5.2               Purchaser’s authority and capacity


 


(a)               Purchaser is validly existing and is a company
duly incorporated under the laws of the Republic of Cyprus.


 


(b)               Purchaser has the legal right and full power
and authority to enter into and perform its obligations under this Agreement
and any other documents to be executed by it pursuant to or in connection with
this Agreement.


 


(c)                Purchaser has taken all corporate action
required by it to authorise it to enter into and to perform its obligations in
accordance with this Agreement and any other documents to be executed by it
pursuant to or in connection with this Agreement.


 


8.5.3               Purchaser’s financing


 


At
the relevant time for payment, Purchaser will be able to pay the Purchase Price
from its existing banking facilities and available cash.


 


9                      LIMITATION OF LIABILITY


 


9.1            Time limitation


 


Sellers
shall not be liable in respect of any claim under this Agreement unless a
notice of the claim is given by Purchaser to Sellers specifying within the
earlier of the date falling six months from the Closing Date and 31 March 2007
full information of the legal and factual basis of the claim and the evidence
on which the Purchaser relies.


 


9.2            Aggregate minimum claims


 


Subject
to any other limitations set out in this Agreement, Sellers shall only be
liable under this Agreement in respect of any claim based on a breach of the
Sellers’ Warranties set out in Clause Clause 8.1.4 up to and including Clause
8.1.6 to the extent that the aggregate amount of all claims for which Sellers would
be liable under this Agreement, exceeds 5% of the Purchase Price.


 


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9.3            Maximum liability


 


The aggregate liability of
Sellers in respect of all claims under this Agreement shall not exceed 30% of
the Purchase Price.


 


9.4            Matters arising after Closing


 


Sellers shall not be liable
under this Agreement in respect of any matter, act, omission or circumstance to
the extent that the same would not have occurred but for any act, omission or
transaction of any of the Group Companies, or their respective directors,
officers, employees or agents or successors in title, on or after the Closing
Date.


 


9.5            Purchaser’s Insurance


 


Sellers shall not be liable
in respect of any claims made by Purchaser or any member of Purchaser’s Group,
to the extent that the Losses in respect of which a claim is made are covered
by a policy of insurance in force immediately prior to the Closing Date.


 


9.6            Mitigation of Losses


 


Purchaser shall procure that
all reasonable steps are taken and all reasonable assistance is given to avoid
or mitigate any Losses which in the absence of mitigation might give rise to a
liability in respect of any claim under this Agreement.


 


10               CONFIDENTIALITY


 


10.1     Announcements


 


The Parties shall insofar as
is reasonably practicable consult with each before making any announcements in
connection with the subject matter of this Agreement.


 


10.2     Confidentiality undertaking


 


The Confidentiality Agreement
shall cease to have any force or effect from Closing, and nothing set out in
the Confidentiality Agreement shall prevent Purchaser from using information
subject to the Confidentiality Agreement for purposes of complying with Clause
4 (Conditions Precedent) nor, subject to Clause 10.1, from making any
announcement or circular required by Law or the rules of any recognised stock
exchange on which securities issued by Pan Fish ASA are listed.


 


11               MISCELLANEOUS


 


11.1     Whole agreement


 


This Agreement contains the
whole agreement between the Parties relating to the subject matter of this
Agreement at Signing, to the exclusion of any terms implied by law which may be
excluded by contract, and supersedes any previous written or oral agreement
between the Parties in relation to the matters dealt with in this Agreement.


 


11.2     Nature of Sellers’ Liabilities


 


Each Seller shall be solely
liable for the performance of the obligations undertaken by it in this
Agreement.


 


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Insofar as a Warranty relates
to the affairs of a specific Seller, such Seller shall be solely liable
therefore. In respect of all other Warranties, the Sellers’ liability shall be
several, and not joint, pro rata parte their respective ownership of the
Shares.


 


11.3     Third party rights


 


Save as expressly otherwise stated,
this Agreement does not contain a stipulation in favour of a third party (‘derdenbeding’).


 


11.4     Rescission


 


Without prejudice to Clause
7, each Party waives its right to rescind (‘ontbinden’)
this Agreement on the basis of section 6:265 of the Netherlands
Civil Code (general right of rescission for breach of contract).


 


11.5     Costs


 


Unless this Agreement
provides otherwise, all costs which a Party has incurred or must incur in
preparing, concluding or performing this Agreement are for its own account.
Sellers shall by means of a purchase price reduction compensate Buyer for the
after-tax value of (a) any bankers’ fees which have been or will be paid the
Company in connection with the preparation of an initial public offering of
Shares and (b) any transaction bonuses paid by the Company to its employees in
connection with the Transaction.


 


11.6     Assignment


 


No Party may assign any of
its rights or obligations under this Agreement in whole or in part without the
prior written consent of the other Parties, provided that Purchaser shall have
the right to assign its rights and obligations hereunder to Pan Fish ASA with
effect from the earlier of the Closing and the deposit of the Purchase Price in
accordance with Clause 3.2 (Security), provided further that such assignment
shall not relieve or in any way limit either of Purchaser and Guarantor from
their continued liability for the due performance of the obligations of
Purchaser hereunder.


 


11.7     Notices


 


11.7.1        Any notice in connection with this Agreement
(a “Notice”) shall be:


 


(a)      in writing in English; and


 


(b)      delivered by registered post or by courier.


 


11.7.2        A Notice shall be effective upon receipt and
shall be deemed to have been received:


 


(a)      at the time of delivery, if delivered by hand,
registered post or courier;


 


(b)      at the time of transmission in legible form,
if delivered by fax.


 


11.7.3        A Notice to Sellers shall be sent to Sellers
at the following addresses, or such other person or address as Sellers may
notify to Purchaser from time to time:


 


Nulreco
Holding N.V. 


address:
Veerstraat 38


 


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PO box: 220


postal
code and town: 5831 JN Boxmeer


The
Netherlands


for
the attention of W. Dekker


telefax:
+31 33 422 6106


 


Stolt
Sea Farm Investments B.V.


c/o
Stolt-Nielsen UK Ltd


address:
Aldwych House, 71-91 Aldwych


postal
code and town: London WC2B 4HN


England


for
the attention of: N.G. Stolt-Nielsen


telefax:
+44 20 761 189 66


 


11.7.4      A Notice to Purchaser shall be sent to Purchaser at the following
address, or such other person or address as Purchaser may notify to Sellers
from time to time:


 


Geveran
Trading Co Ltd


address:
c/o Seatankers Management Co. Ltd.


PO
box: 53562


postal
code and town: CY-3399 Limassol


Cyprus


for
the attention of: Dimitris Hannas


telefax:
+357 25 323 770


 


11.7.5      A Notice to Guarantor shall be sent to Purchaser at the following
address, or such other person or address as Purchaser may notify to Sellers
from time to time:


 


Greenwhich
Holdings Ltd


address:
c/o Seatankers Management Co. Ltd.


PO
box. 53562


postal code and town: CY-3399 Limassol


Cyprus


for
the attention of: Dimitris Hannas


telefax: +357 25 323 770


 


11.8     Notary Rules of Professional Conduct


 


With reference to the Rules
of Professional Conduct (Verordening beroeps-en gedragsregels) of the Royal
Dutch Organisation of Civil Law Notaries (Koninklijke Notariele
Beroepsorganisatie) all


 


16

















 


Parties expressly agree that
(i) De Brauw Blackstone Westbroek N.V. acts as counsel to Sellers in connection
with, or acts as counsel for or on behalf of the Sellers in the event of any
dispute relating to, this Agreement or any related Agreement, and that (ii) a
civil law notary of De Brauw Blackstone Westbroek N.V. executes deeds connected
with this Agreement or any related agreement.


 


11.9 Guarantee


 


11.9.1        Guarantor, as a separate and Independent
obligation, unconditionally and irrevocably guarantees to Sellers, and shall be
jointly and severally liable, as co-principal debtor, to Sellers (‘hoofdelijke aansprakelijkheid’) for the
due and punctual performance and observance by Purchaser of all its
obligations, warranties and indemnities under or pursuant to this Agreement;
and


 


11.9.2        agrees to indemnify, defend and hold harmless
Sellers against alt Losses which any of same may suffer through or arising from
any breach by Purchaser of the obligations guaranteed pursuant to Clause
11.9.1.


 


11.9.3        The obligations of Guarantor pursuant to this
Clause 11.9 shall remain in full force and effect until all obligations of
Purchaser under this Agreement have been fully discharged, provided that such
obligations of Guarantor shall automatically lapse at such time as a bank
guarantee provided in accordance with Clause 3.2 becomes effective.


 


11.10 Dispute
resolution


 


The Parties shall attempt in
good faith to resolve promptly any dispute arising out of or relating to this
Agreement by negotiation. If the dispute has not been resolved by negotiation,
the dispute shall be settled by arbitration in the Netherlands in accordance
with the rules of arbitration of the Netherlands Arbitration Institute (‘Nederlands  Arbitrage Instituut’). The tribunal shall comprise three
arbitrators. The procedure shall be conducted in the English language in
accordance with the rules of law (‘regelen des
rechts’).


 


11.11 Governing law


 


This Agreement and the
documents to be entered into pursuant to it, save as expressly otherwise
provided therein, shall be governed by and construed in accordance with the
laws of the Netherlands.


 


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  AGREED AND
  SIGNED ON 6 MARCH AT AMERSFOORT/LONDON/OSLO BY:

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Wout Dekker

  	
   

  
	
  Nutreco Holding N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Wout Dekker

  	
   

  	
   

  
	
  Title:  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stolt Sea Farm investments
  B.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Niels G. Stolt-Nielsen

  	
   

  	
   

  
	
  Title:  Attorney in fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Tor Olav Troim

  	
   

  
	
  Geveran Trading Co Ltd

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Tor Olav Troim

  	
   

  	
   

  
	
  Title:  Attorney in fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Tor Olav Troim

  	
   

  
	
  Greenwich Holdings Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Tor Olav Troim

  	
   

  	
   

  
	
  Title:  Attorney In fact

  	
   

  	
   

  



 


18

















 


	
  AGREED AND SIGNED ON 6 MARCH AT
  AMERSFOORT/LONDON/OSLO BY:

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
  Nutreco Holding N.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Wout Dekker

  	
   

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Niels G. Stolt-Nielsen

  	
   

  
	
  Stolt Sea Farm Investments B.V.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Niels G. Stolt-Nielsen

  	
   

  	
   

  
	
  Title:
  

  	
  Attorney in fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Geveran Trading Co Ltd

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Tor Olav Troim

  	
   

  	
   

  
	
  Title: 

  	
  Attorney in fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Greenwich Holdings Ltd.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Tor Olav Troim

  	
   

  	
   

  
	
  Title: 

  	
  Attorney in fact

  	
   

  	
   

  



 


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