Exhibit
4.11


SHARE SALE AGREEMENT


STOLT SEA FARM HOLDINGS BV


SAMS HOLDINGS (SA) PTY LTD


 





















CONTENTS


	
  1

  	
  Definitions and Interpretation

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
  1

  
	
  1.2

  	
  Interpretation

  	
  4

  
	
   

  	
   

  	
   

  
	
  2

  	
  Conditions Precedent

  	
  5

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Conditions Precedent to Completion

  	
  5

  
	
  2.2

  	
  Reasonable Endeavours

  	
  5

  
	
  2.3

  	
  Waiver

  	
  5

  
	
  2.4

  	
  Failure to Satisfy

  	
  5

  
	
  2.5

  	
  Satisfaction

  	
  5

  
	
   

  	
   

  	
   

  
	
  3

  	
  Sale and Purchase

  	
  5

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Sale and Purchase

  	
  5

  
	
  3.2

  	
  Consideration for Sale Share

  	
  5

  
	
  3.3

  	
  Property in Sale Share

  	
  5

  
	
   

  	
   

  	
   

  
	
  4

  	
  Pre-Completion

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Information

  	
  6

  
	
  4.2

  	
  Pre-Completion Obligations

  	
  6

  
	
  4.3

  	
  Interpretation

  	
  6

  
	
  4.4

  	
  Insurance

  	
  6

  
	
  4.5

  	
  Pre-Completion Decisions

  	
  6

  
	
   

  	
   

  	
   

  
	
  5

  	
  Completion

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Time and Place

  	
  7

  
	
  5.2

  	
  Vendor Action

  	
  7

  
	
  5.3

  	
  Corporate Action

  	
  7

  
	
  5.4

  	
  Other Vendor Completion Obligations

  	
  7

  
	
  5.5

  	
  Purchaser’s Completion Obligations

  	
  8

  
	
  5.6

  	
  Simultaneous Obligations

  	
  8

  
	
  5.7

  	
  Purchaser’s Notice to Complete

  	
  8

  
	
  5.8

  	
  Vendor’s Notice to Complete

  	
  9

  
	
  5.9

  	
  Failure to Complete

  	
  9

  
	
   

  	
   

  	
   

  
	
  6

  	
  Purchase Price Adjustment

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Completion Balance Sheet

  	
  9

  
	
  6.2

  	
  Adjustment Statement

  	
  9

  
	
  6.3

  	
  Audit

  	
  9

  
	
  6.4

  	
  Delivery

  	
  10

  
	
  6.5

  	
  Final Adjustment

  	
  10

  
	
   

  	
   

  	
   

  
	
  7

  	
  Vendor’s Warranties and Indemnities

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Vendor’s Warranties

  	
  10

  
	
  7.2

  	
  Construction of Vendor’s Warranties

  	
  10

  
	
  7.3

  	
  Vendor’s Indemnities

  	
  10

  
	
  7.4

  	
  Maximum cap on Claims

  	
  11

  
	
  7.5

  	
  Time limit for bringing Claims

  	
  11

  
	
  7.6

  	
  Materiality

  	
  11

  
	
  7.7

  	
  Recovery

  	
  11

  
	
  7.8

  	
  Limitation of Liability

  	
  11

  



 













 


	
  8

  	
  Purchaser’s Warranties and
  Indemnity

  	
  12

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Purchaser’s Warranties

  	
  12

  
	
  8.2

  	
  Purchaser’s Indemnity

  	
  12

  
	
  8.3

  	
  Construction of Warranties

  	
  12

  
	
  8.4

  	
  Maximum cap on Claims

  	
  12

  
	
  8.5

  	
  Time limit for bringing Claims

  	
  12

  
	
   

  	
   

  	
   

  
	
  9

  	
  GST

  	
  13

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  GST Gross-Up

  	
  13

  
	
  9.2

  	
  GST Invoice

  	
  13

  
	
  9.3

  	
  Payment

  	
  13

  
	
  9.4

  	
  Reimbursements

  	
  13

  
	
  9.5

  	
  Adjustments

  	
  13

  
	
  9.6

  	
  Definitions

  	
  13

  
	
   

  	
   

  	
   

  
	
  10

  	
  Post-Completion

  	
  14

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Loan Repayment

  	
  14

  
	
  10.2

  	
  Assistance with preparation of Financial Statements

  	
  14

  
	
  10.3

  	
  Vendor Debtors

  	
  14

  
	
   

  	
   

  	
   

  
	
  11

  	
  Termination Rights

  	
  15

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Purchaser’s Rights

  	
  15

  
	
  11.2

  	
  Vendor’s Rights

  	
  15

  
	
  11.3

  	
  Termination prior to Completion

  	
  15

  
	
   

  	
   

  	
   

  
	
  12

  	
  Miscellaneous

  	
  15

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  No Waiver

  	
  15

  
	
  12.2

  	
  Severance

  	
  15

  
	
  12.3

  	
  About This Document

  	
  16

  
	
  12.4

  	
  Governing Law and Jurisdiction

  	
  16

  
	
  12.5

  	
  Confidentiality

  	
  16

  
	
  12.6

  	
  Privacy

  	
  16

  
	
  12.7

  	
  Costs and Stamp Duty

  	
  17

  
	
  12.8

  	
  Further Acts

  	
  17

  
	
  12.9

  	
  Assignment

  	
  17

  
	
  12.10

  	
  No Merger

  	
  17

  
	
  12.11

  	
  Survival of Certain Provisions

  	
  17

  
	
  12.12

  	
  Warranty of Authority

  	
  17

  
	
  12.13

  	
  Indemnities

  	
  17

  
	
   

  	
   

  	
   

  
	
  13

  	
  Notices

  	
  18

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  How To Give Notices

  	
  18

  
	
  13.2

  	
  Change of Details

  	
  18

  
	
  13.3

  	
  Proof of Notices

  	
  18

  
	
   

  	
   

  	
   

  
	
  Schedule 1 – Notices

  	
  20

  
	
   

  	
   

  
	
  Schedule 2 – Vendor Warranties

  	
  21

  



 


















SHARE
SALE AGREEMENT


DATE


PARTIES


1                                          STOLT
SEA FARM HOLDINGS BV of Westerlaan 5, Haven No 190.3016 CK Rotterdam,
The Netherlands (Vendor); and


2                                          SAMS
HOLDINGS (SA) PTY LTD ACN 121 682 451 of
PO Box 1073, Port Lincoln, South Australia (Purchaser).


RECITALS


A                                        The
Vendor is the beneficial owner of the Sale Share and is entitled to deal with,
and to enter into covenants in respect of, the Sale Share.


B                                        The
Purchaser has agreed to purchase the Sale Share and the Vendor has agreed to
sell the Sale Share on the terms set out in this document.


OPERATIVE PART


1                                          Definitions
and Interpretation


1.1                                Definitions


In this document:


Accounting Standards means the
accounting standards within the meaning of the Corporations Act and, where no
accounting standard applies under the Corporations Act in relation to an
accounting practice, Australian generally accepted accounting principles.


Adjustment Statement means the
statement referred to in clause 6.2.


Business means the business
currently carried on by the Sale Company, which acts as the undisclosed agent
of the Trustee Company in its capacity as trustee of the Unit Trust.


Business Day means a day other
than a Saturday, Sunday or public holiday in Adelaide, South Australia.


Claim against any person, means
any claim, action, proceeding or demand brought or made against that person,
and any cost, expense, Loss or liability incurred or suffered by, or recovered
against, that person, however arising (whether or not presently ascertained,
immediate, future or contingent).


Completion means the performance
by the parties of the obligations assumed by them respectively and which are
required to be performed on the Completion Date.


Completion Balance Sheet  means the balance sheet referred to in
clause 6.1.


Completion Date means 18
December 2006, or any other date agreed to in writing by the parties.


Consolidated Group means a group
comprising a head company (in this case the Sale Company) and member entities
(in this case the Trustee Company, SSF Australia and the Unit Trust) formed by
the making of a choice under Section 703-50 of the Tax Act 1997.













Current Assets means, for each
Group Member, cash, GST refunds, bait stock and such other current assets as
determined in accordance with the Accounting Standards or as may be agreed by
the parties.


Encumbrance means any caveat,
charging order, equity interest, writ of execution, right of set-off, lease,
licence to use or occupy, any other adverse right or interest of any nature
(including in relation to a Statutory Fishing Right any dealing therewith
within the meaning of the Fisheries Management Act
1991 (Cth)), any Security Interest and any agreement to create any
of them or allow any of them to exist.


Group means the Sale Company,
the Trustee Company, SSF Australia and the Unit Trust taken together as a
group.


Group Company means  any one of  the Sale
Company, the Trustee Company and SSF Australia.


Group Member means any one of
the Group.


GST means tax levied under the
GST Act.


GST Act means A New Tax
System (Goods and Services Tax) Act 1999 (Commonwealth).


Last Accounts means the audited
financial statements of the Sale Company prepared for the period ending on the
Last Accounts Date.


Last Accounts Date means 28
November 2005.


Loss
means any loss, cost, charge, liability, expense, damage or diminution in value
of any kind or character including, without limitation, interest on any amount
payable to a third party as a result of the foregoing, any liability on account
of taxation or other statutory impost and any legal or other expenses
reasonably incurred in connection with investigating or defending any claim or
action, whether or not resulting in any liability.


Material, in relation to any asset, liability, expenditure
or other accounting concept, has the meaning given by the Accounting Standards.


Pre-completion Period is defined
in clause 4.2.


Purchase Price means $90,000,000
subject to any adjustment made in accordance with clause 6.


Records means all books, files,
reports, records, correspondence, documents, contracts and other material of or
relating to the Group whether recorded electronically or in printed form,
including (without limiting the generality of the foregoing);


(a)                                   minute
books, statutory books and registers (including the corporate key), books of
account and copies of taxation returns;


(b)                                  all
sales and purchasing records;


(c)                                   all
trading and financial records;


(d)                                  all
cheque books and banking authorities; and


(e)                                   lists
of all regular suppliers and customers.


Reference Period means
the period from the Last Accounts Date to the Completion Date.


Regulatory Approval
means an approval, consent, permission or notification from a governmental,
semi-governmental entity or authority or any regulatory entity or body.


Sale Company
means Stolt Sea Farm Pty Ltd (ABN 68 094 978 711).



 2
 









Sale Share means one fully paid
ordinary share in the capital of the Sale Company, together with all benefits,
rights and entitlements accrued or attaching to that share as at the date of
this document and thereafter.


Security Interest means any bill
of sale (as defined in any legislation), mortgage, charge, lien, pledge,
hypothecation, title retention arrangement, trust or power, as or in effect as
security for the payment of money or observance of any other obligation and any
arrangement having a similar economic effect.


SSF Australia means Stolt
Sea Farm Australia Pty Ltd (ACN 106 706 245).


SSF Australia Shares means
the 10 fully paid ordinary shares in the capital of SSF Australia
held by the Sale Company.


Statutory Fishing Right means a
statutory fishing right granted under section 31 of the Fisheries Management Act 1991 (Cth) in relation to
Southern Bluefin Tuna.


Strategic Management Decision means
a decision which will affect, in a Material
way, the financial or operational position of the Business, including (without
limitation):


(a)                                   managing
foreign currency risks;


(b)                                  determining
the timing and scope of fishing operations;


(c)                                   determining
the utilisation of the Statutory Fishing Rights.


Tax means:


(a)                                   any
impost, tax, levy, charge, deduction, fee or withholding which is assessed,
levied, imposed or collected by a government authority (including under the
Queensland State Tax Equivalent Regime or as a result of the Sale Company being
part of any consolidated group or GST group for taxation or taxation equivalent
regime purposes); and


(b)                                any
interest, penalty, charge, fine or fee or other amount of any kind assessed,
charged, recovered or imposed on or in respect of the above (whether or not by
a governmental authority),


and Taxes has a corresponding meaning.


Tax Act means the Income Tax
Assessment Act 1936, the Income Tax Assessment Act 1997, the Taxation
Administration Act 1953 and the Income Tax Rates Act 1986.


Tax Sharing Agreement means an
agreement between the Vendor and the Sale Company (among others, if any)
pursuant to section 721-25 of the Tax Act 1997.


Taxation Authority means the Commissioner of Taxation of the
Commonwealth of Australia and any other national, federal, state or municipal
or local body or other authority responsible for the collection of Tax or Duty
in any jurisdiction.


Tax Warranty means each of the warranties set out in
clause (h) of Schedule 2.


Total Liabilities means, for
each Group Member (and subject to the acknowledgement in clause 6.2(b)),
current and non-current liabilities determined in accordance with the
Accounting Standards.


Trust Deed means the deed of trust made on 14 February 1993
between Nicholas Kenneth Stretch as the founder and the Trustee Company as
trustee, as amended by deeds dated 8 November 2000 and 3 August 2001.


Trustee Company means
ACN 058 441 772 Pty Ltd
(ABN 15 058 441 722).



 3
 









Trustee Company Shares means
6 fully paid ordinary shares in the capital of the Trustee Company held by
the Sale Company.


Unit Trust means the Stolt Sea
Farm Unit Trust which was constituted by the Trust Deed.


Vendor’s Warranties has the
meaning given to it in clause 7.1.


1.2                                Interpretation


In this document, unless a contrary intention appears:


(a)                                   words
or expressions given meaning in the recitals have the same meaning in the body
of this document;


(b)                                  words
or expressions importing the singular include the plural and vice versa;


(c)                                   words
or expressions importing a gender include the other gender;


(d)                                  words
or expressions denoting individuals include corporations, firms, unincorporated
bodies, government authorities and instrumentalities;


(e)                                   a
reference to a party includes that party’s successors and permitted assigns;


(f)                                     where
a word or expression is defined or given meaning, another grammatical form has
a corresponding meaning;


(g)                                  any
heading, index, table of contents or marginal note is for convenience only and
does not affect the interpretation of this document;


(h)                                  a
provision of this document shall not be construed to the disadvantage of a
party merely because that party was responsible for the preparation of this
document or the inclusion of the provision in this document;


(i)                                      a
reference to this document or another document includes that document as
amended, varied, novated, supplemented or replaced from time to time;


(j)                                      a
reference to legislation or a provision of legislation includes:


(i)                                      all
regulations, orders or instruments issued under the legislation or provision;
and


(ii)                                   any
modification, consolidation, amendment, re-enactment, replacement or
codification of such legislation or provision;


(k)                                   any
recitals, schedule or annexure form part of this document and have effect as if
set out in full in the body of this document;


(l)                                      a
reference to “dollars” or “$” is a reference to Australian dollars;


(m)                                a
reference to a payment in immediately
available funds refers to cash, a bank cheque the drawer of which is
an Australian bank, a telegraphic transfer of cleared funds or a direct credit
of cleared funds; and


(n)                                  the
terms “related body corporate”, “ultimate holding company” and “subsidiary”
have the same meaning as in the Corporations Act 2001.



 4
 









2                                          Conditions
Precedent


2.1                                Conditions
Precedent to Completion


The obligations of the parties to complete the sale and purchase of the
Sale Share do not become binding until the fulfilment (or waiver under
clause 2.3) of each of the following conditions:


(a)                                   if
the failure to obtain the consent
of a person to the change of
control of a Group Member would result in the breach of a contract to which
that Group Member is a party, and that breach would have a material adverse
effect on the financial position of that Group Member, such consent having been obtained prior to
Completion;


(b)                                  the
parties obtaining any Regulatory Approvals that are reasonably required in
connection with the transfer of the Sale Share to the Purchaser (if any); and


(c)                                   the
Vendor having performed, satisfied and complied with all covenants, agreements,
obligations and conditions required by this document to be performed or
complied with by the Vendor prior to Completion.


2.2                                Reasonable
Endeavours


Each party must use its reasonable endeavours to satisfy the conditions
in clause 2.1.


2.3                                Waiver


The conditions referred to in clause 2.1 are for the benefit of
the Purchaser only and may only be waived by the Purchaser by written notice to
the Vendor.


2.4                                Failure
to Satisfy


If the conditions in clause 2.1 are not satisfied or waived by the
date that is 7 days after the date of this document (or such other date as the
parties may agree),the agreement the subject of this document may be terminated
by any party by giving not less than 3 days notice in writing to the other
parties of its intention to terminate and then unless the condition has been
fulfilled or waived, the agreement the subject of this document (other than clauses 1
and 12) will terminate at the expiry of the 3 day period and no party will
have any claim on or recourse against any other party except for any antecedent
breach or default.


2.5                                Satisfaction


The party responsible for satisfying a condition in clause 2.1 will
notify the other parties as soon as it becomes aware that that condition has
become satisfied.


3                                          Sale
and Purchase


3.1                                Sale
and Purchase


The Vendor agrees to sell and the Purchaser agrees to purchase the Sale
Share on the Completion Date on the terms and conditions set out in this
document.


3.2                                Consideration
for Sale Share


The consideration payable by the Purchaser for the Sale Share is the
Purchase Price.


3.3                                Property
in Sale Share


On Completion, property and title to the Sale Share will pass to the
Purchaser free from all Encumbrances.



 5
 









4                                          Pre-Completion


4.1                                Information


The Vendor will until the Completion Date,
inform the Purchaser of any matter which Materially affects the assets of any
Group Member.


4.2                                Pre-Completion
Obligations


The Vendor must ensure that, during the period from the date of this
document until the parties have performed their respective obligations at
Completion (Pre-completion Period), none of
the Sale Company, SSF Australia and the Trustee Company (in its capacity
as trustee of the Unit Trust) will do any of the following (except with the
prior consent of the Purchaser):


(a)                                   no new issues: in the case of the Sale
Company and SSF Australia, allot or issue any share, stock, debenture or
other security or any option or right convertible into any of them or, in the
case of the Trustee Company, issue or redeem any units in the Unit Trust or
issue any right or option convertible into units in the Unit Trust;


(b)                                  no dividends:  declare or pay any dividend or make any trust
distribution;


(c)                                   business: manage or conduct its business or
affairs otherwise than in the ordinary and usual course;


(d)                                  no asset sales: sell or otherwise dispose
of any Material asset apart from the sale of trading inventories in the
ordinary and usual course;


(e)                                   no new security interests: create any
Security Interest over any or all of its assets;


(f)                                     constitution: make any alterations to its
constitution or, in the case of the Trustee Company, cause or permit any
alterations to the Trust Deed;


(g)                                  no Default: fail to comply with any law
applicable to it or any condition of any statutory permit, licence or right;


(h)                                  Leases: surrender any lease, right or
licence it holds or cause, permit or suffer the termination of that lease,
right or licence; or


(i)                                      no agreement: enter into any agreement, or
undertake any other obligation, to do anything mentioned in this clause.


4.3                                Interpretation


In clause 4.2, reference to any asset or liability of the Trustee
Company, or to the business or affairs of the Trustee Company, is a reference
to an asset or liability of the Trustee Company in its capacity as trustee of
the Unit Trust or to the business or affairs of the Trustee Company in that
capacity.


4.4                                Insurance


The Vendor must ensure that all insurance
policies in respect of the Sale Company remain current up to and including the
Completion Date. The Purchaser will (subject to Completion occurring) be
responsible for obtaining and maintaining all insurance policies in respect of
the Sale Company from the Completion Date.


4.5                                Pre-Completion
Decisions


(a)                                   Where,
during the Pre-completion Period, a Group Member or the Purchaser wishes to
make a Strategic Management Decision, it must not implement that Strategic
Management Decision without the prior consent of the other party, which consent
may not be unreasonably withheld.



 6
 









(b)                                  In
the event that Completion does not take place for any reason other than the
default of the Vendor, the Purchaser must indemnify the Vendor, the Sale
Company and the Trustee Company against any Loss suffered as a direct result
of:


(i)                                      implementing
a Strategic Management Decision initiated by the Purchaser; or


(ii)                                   the
failure of the Purchaser to consent to a Strategic Management Decision
initiated by the Vendor.


5                                          Completion


5.1                                Time
and Place


Completion of the sale and purchase of the Sale Share will take place
on the Completion Date commencing at 11:00am at the offices of:


(a)                                   Johnson
Winter & Slattery at Level 10, 211 Victoria Square, Adelaide SA 5000; and


(b)                                  at
the offices of the Vendor in Port Lincoln,


or at any other time and places agreed by the
Vendor and the Purchaser in writing prior to the Completion Date.


5.2                                Vendor
Action


The Vendor must procure that at Completion the Vendor delivers to the
Purchaser:


(a)                                   a
transfer in registrable form of the Sale Share in favour of the Purchaser, duly
executed by James Colin Marshall (Marshall),
the legal owner of the Sale Share;


(b)                                  the
written resignations from office, effective as at the appointment of the new
directors nominated by the Purchaser, of the directors, secretary and public
officer of each of the Sale Company, the Trustee Company and
SSF Australia, as specified by the Purchaser; and


(c)                                   a
release in form and substance satisfactory
to the Purchaser by a person
resigning of all Claims in
relation to any remuneration or other entitlement, termination of engagement or appointment with any of
the Sale Company, the Trustee Company and SSF Australia, or of any other
nature or description, whether arising by way of damages or compensation for
loss of office or otherwise.


5.3                                Corporate
Action


The Vendor must procure that, at Completion, a meeting of directors
and, if applicable, shareholders of the Sale Company is convened and conducts
business effective:


(a)                                   to
approve the registration of the transfer of the Sale Share to the Purchaser,
subject to payment of any duty on
the transfer;


(b)                                  to
appoint the nominees of the Purchaser who have given written consent to
appointment as directors and, if specified by the Purchaser, the secretary and
public officer of the Sale Company; and


(c)                                   to
change the name of the Sale Company to ‘SAMS Sea Farm Pty Ltd’.


5.4                                Other
Vendor Completion Obligations


At Completion, the Vendor will place the Purchaser in effective
possession and control of the Group, the Business and the Records of each Group
Member and will deliver to the Purchaser:



 7
 









(a)                                   an
application by the Sale Company to the Trustee Company for the issue of a
duplicate share certificate in respect of the Trustee Company Shares, which
application will be in accordance with the requirements  of section 1070D(5) of the Corporations Act
and duly executed by the Sale Company (First
Application);


(b)                                  an
application by the Sale Company to SSF Australia for the issue of a duplicate
share certificate in respect of the SSF Australia Shares, which application
will be in accordance with the requirements of section 1070D(5) of the
Corporations Act and duly executed by the Sale Company  (Second
Application);


(c)                                   an
application by the Sale Company to the Trustee Company for the issue of a
duplicate unit  certificate in respect of
the 5 fully paid units in the Unit Trust, duly executed by the Sale Company (Third 
Application);


(d)                                  an
application by Marshall to the Sale Company for the issue of a replacement
share certificate in respect of the Sale Share, duly executed by Marshall (Fourth Application);


(e)                                   a
copy of a resolution duly passed by the directors of the Trustee Company which
authorises:


(i)                                      the
issue of the duplicate share certificate applied for under the First
Application; and


(ii)                                   the
issue of the duplicate unit certificate applied for under the Third
Application;


(f)                                     a
copy of a resolution duly passed by the directors of SSF Australia which
authorises the issue of the duplicate share certificate applied for under the
Second Application;


(g)                                  a
copy of a resolution duly passed by the directors of the Sale Company which:


(i)                                      cancels
the share certificate that has been already issued to Marshall in respect of
the Sale Share; and


(ii)                                   authorises
the issue of the duplicate share certificate applied for under the Fourth
Application; and


(h)                                  the
certificate of Statutory Fishing Rights held by the Trustee Company stating
that the Trustee Company has been granted 495,115 Statutory Fishing Rights.


5.5                                Purchaser’s
Completion Obligations


At Completion, the Purchaser must:


(a)                                   make
payment of the amount of $90,000,000 in favour of the Vendor, or as it directs,
in immediately available funds;


(b)                                  accept
the instruments of transfer of the Sale Share from the Vendor.


5.6                                Simultaneous Obligations


All actions at Completion take place
simultaneously and no delivery or payment is to be taken to have been made
until all deliveries and payments have been made.


5.7                                Purchaser’s
Notice to Complete


If the Vendor fails to perform any of its obligations at Completion on
the Completion Date and the Purchaser is ready, willing and able to perform its
obligations, then the Purchaser need not perform its obligations at Completion
and may give the Vendor written notice setting a new date for Completion (which
must be a Business Day not less than 2 Business Days, nor more than
5 Business Days, after the date then scheduled for Completion).



 8
 









5.8                                Vendor’s
Notice to Complete


If the Purchaser fails to perform any of its obligations at Completion
on the Completion Date and the Vendor is ready, willing and able to perform its
obligations, then the Vendor need not perform its obligations at Completion and
may give the Purchaser written notice setting a new date for Completion (which
must be a Business Day not less than 2 Business Days, nor more than
5 Business Days, after the date then scheduled for Completion).


5.9                                Failure
to Complete


If any of the Purchaser or the Vendor do not perform their obligations
on the new date scheduled for Completion pursuant to the previous clauses the
other party may terminate the agreement the subject of this document without
prejudice to any rights or liabilities that arose before such termination.


6                                          Purchase
Price Adjustment


6.1                                Completion
Balance Sheet


As soon as practicable after Completion, the Purchaser will cause to be
prepared (and the Vendor will provide all reasonable assistance in the
preparation of) a consolidated statement of financial position (as that
expression is understood for the purposes of Australian generally accepted
accounting principles) for the Group as at the Completion Date (Completion Balance Sheet):


(a)                                   so
as (but subject to the provisions of this document) to present fairly the state
of affairs, financial position and assets and liabilities of the Group as at
the Completion Date; and


(b)                                  otherwise
in accordance with the Accounting Standards.


6.2                                Adjustment
Statement


The Purchaser will, in conjunction with the preparation of the
Completion Balance Sheet, cause to be prepared (and the Vendor will provide all
reasonable assistance in the preparation of) an adjustment statement which
specifies the following:


(a)                                   the
Current Assets of the Group as disclosed in the Completion Balance Sheet (CA);


(b)                                  the
Total Liabilities of the Group as disclosed in the Completion Balance Sheet (TL) which, for clarity, are acknowledged by
the parties to include a provision for Tax in relation to the Reference Period;
and


(c)                                   the
result of the following formula:


CA - TL - TD


Where TD is the amount of those trade or
other debtors of the Business that formed part of CA but payment of which has
not been received by the relevant Group Member on or before 31 December 2006.


6.3                                Audit


(a)                                   The
Purchaser will cause the Completion Balance Sheet and the Adjustment Statement
to be audited by Deloitte (Auditor)
who will report, for the benefit of both parties, as to whether:


(i)                                      the
Completion Balance Sheet presents fairly, subject to and in accordance with the
requirements of clause 6.1 and on a consolidated basis, the state of
affairs, financial position and assets and liabilities of the Group as at the
Completion Date; and


(ii)                                   the
Adjustment Statement has been prepared in accordance with clause 6.2, and
is otherwise free from material mis-statement,



 9
 









and should the auditor conclude that the Completion
Balance Sheet and Adjustment Statement do not meet the criteria in
paragraphs (i) and (ii), recommend appropriate amendments to the
Completion Balance Sheet and Adjustment Statement such that those criteria are
met.


(b)                                  The
Vendor will bear the costs of the audit and the reports on the Completion
Balance Sheet and the Adjustment Statement.


(c)                                   The
Auditor’s decision will be final and binding on the parties in the absence of
fraud or manifest error.


6.4                                Delivery


The Purchaser must deliver a copy of the Completion Balance Sheet, the
Adjustment Statement and the auditor’s certification under clause 6.3(a)
to the Vendor within 5 Business Days of receipt by the Purchaser in each
case.


6.5                                Final
Adjustment


(a)                                   Upon
delivery of the documents required under clause 6.4, the Purchase Price
will be finally adjusted by reference to the result of the formula in
clause 6.2(c) (as audited under clause 6.3(a)) (Adjustment Amount).


(b)                                  Within
10 Business Days of the delivery of the documents required under
clause 6.4, the following payment must be made in immediately available
funds:


(i)                                      if
the Adjustment Amount is a positive number, from the Purchaser to the Vendor an
amount equal to the Adjustment Amount; or


(ii)                                   if
the Adjustment Amount is a negative number, from the Vendor to the Purchaser an
amount equal to the Adjustment Amount.


7                                          Vendor’s
Warranties and Indemnities


7.1                                Vendor’s
Warranties


The Vendor warrants and represents to the Purchaser that each of the
warranties set out in Schedule 2 (Vendor’s Warranties)
is accurate and is not false or misleading as at the date of this document and
will be accurate and not false or misleading at the Completion Date (except any
warranty that is intended to be given at a different time).


7.2                                 Construction
of Vendor’s Warranties


(a)                                   Each
of the Vendor’s Warranties are to be construed independently of the others and
are not limited by reference to any other warranty.


(b)                                  In
the Vendor’s Warranties, each reference to any asset or liability of the
Trustee Company, or to the business or affairs of the Trustee Company, is a
reference to an asset or liability of the Trustee Company in its capacity as
trustee of the Unit Trust or to the business or affairs of the Trustee Company
in that capacity.


7.3                                Vendor’s
Indemnities


(a)                                   The
Vendor will indemnify the Purchaser and keep it indemnified in respect of all
Claims and Losses suffered, incurred or sustained by the Purchaser or a Group
Member as a result of or in connection with a breach of any of the Vendor’s
Warranties.


(b)                                  The
indemnity provided for in this clause 7.3 is:


(i)                                      subject
to Completion occurring and the remaining provisions of this clause 7; and



 10
 









(ii)                                   a
continuing obligation and survives Completion or the termination of this
document.


7.4                                Maximum
cap on Claims


The maximum aggregate liability of the Vendor for all Claims by the
Purchaser under this document is an amount equal to the Purchase Price.


7.5                                Time
limit for bringing Claims


(a)                                   The
Purchaser cannot make any Claim against the Vendor in relation to a breach of a
Vendor’s Warranty and the liability of the Vendor for any breach of the Vendor’s
Warranties, is absolutely barred, unless:


(i)                                      the
Purchaser gives to the Vendor, notice of its intention to make the Claim not
later than 21 days after the Purchaser becomes aware, or ought to have become aware
if acting with reasonable care and diligence, of the matter or circumstances
giving rise to the Claim;


(ii)                                   the
notice specifies in reasonable detail the matter or circumstances which give
rise to the Claim, the nature of the Claim, the amount claimed, and how the
amount is calculated; and


(iii)                                in
relation to Claims for:


(A)                                breach
of a Vendor’s Warranty (excluding a Tax Warranty), the notice is given within
3 years after Completion;


(B)                                  breach
of a Tax Warranty, the notice is given within 4 years after Completion.


(b)                                  Clause 7.5(a)
does not apply to any breach of a Vendor’s warranty which constitutes fraud
(whether at law or in equity) on the part of the Vendor.


7.6                                Materiality


The Purchaser acknowledges that the Vendor will only be liable to the
Purchaser for a breach of the Vendor’s Warranties (including the Tax
Warranties) if the Loss suffered or incurred by the Purchaser in respect of a
single Claim (or all Claims relating to the same facts, matters or
circumstances) in relation to one or more of the Vendor’s Warranties is at
least $50,000.


7.7                                Recovery


If the Vendor pays the Purchaser any amount as the result of a Claim
and the Purchaser subsequently recovers an amount or receives a benefit because
of the matters giving rise to the Claim (including, without limitation, amounts
or benefits received from suppliers, manufacturers or insurers), the Purchaser
must pay to the Vendor as soon as practicable an amount equal to the benefit
received by the Purchaser less any costs or liabilities incurred by the
Purchaser in obtaining or receiving that benefit to a maximum amount equal to
the payment made by the Vendor.


7.8                                Limitation
of Liability


The Vendor is not liable to the Purchaser for any Claim, and the
Purchaser must not make any Claim, under this clause 7 to the extent that
the Claim is for loss of profits or goodwill, economic loss or special,
indirect or consequential loss or damage.



 11
 









8                                          Purchaser’s Warranties and Indemnity


8.1                                Purchaser’s Warranties


The Purchaser warrants and represents to the
Vendor that as at the date of this document and as at the Completion Date:


(a)                                   the Purchaser is a corporation duly registered
and validly existing under the laws of the place of its registration;


(b)                                  the Purchaser has the legal right and power and
has taken or will take all necessary corporate action to authorise the entry
into and performance of this document and to carry out the transactions
contemplated by this document without the need for any further act or
authorisation; and


(c)                                   this document constitutes a legal, valid and
binding obligation of the Purchaser enforceable in accordance with its terms,


(together referred to as the “Purchaser’s Warranties”).


8.2                                Purchaser’s Indemnity


(a)                                   The Purchaser will indemnify and keep indemnified
the Vendor from all Claims suffered or incurred directly or indirectly by the
Vendor as a result of or in connection with a breach of any of the Purchaser’s
Warranties or any other provision of this document.


(b)                                  The
indemnity provided for in clause 8.2(a) is:


(i)                                      subject
to Completion occurring; and


(ii)                                   a
continuing obligation and survives Completion or the termination of this
document.


8.3                                Construction of Warranties


Each of the Purchaser’s Warranties are to be
construed independently of the others and are not limited by reference to any
other warranty.


8.4                                Maximum
cap on Claims


The maximum aggregate liability of the Purchaser for all Claims by the
Vendor under this document is an amount equal to the Purchase Price.


8.5                                Time
limit for bringing Claims


(a)                                   The
Vendor cannot make any Claim against the Purchaser in relation to a breach of a
Purchaser’s Warranty and the liability of the Purchaser for any breach of the
Purchaser’s Warranties, is absolutely barred, unless:


(i)                                      the
Vendor gives to the Purchaser, notice of its intention to make the Claim not
later than 21 days after the Vendor becomes aware, or ought to have become
aware if acting with reasonable care and diligence, of the matter or
circumstances giving rise to the Claim;


(ii)                                   the
notice specifies in reasonable detail the matter or circumstances which give
rise to the Claim, the nature of the Claim, the amount claimed, and how the
amount is calculated; and


(iii)                                the
notice is given within 3 years after Completion.



 12
 









(b)                                  Clause 8.5(a)
does not apply to any breach of a Purchaser’s warranty which constitutes fraud
(whether at law or in equity) on the part of the Purchaser.


9                                          GST


9.1                                GST
Gross-Up


If a party (the supplier) is
required to pay GST in respect of a supply made under or in connection with
(including by reason of a breach of) this document, the recipient of the supply
must (in addition to any other payment for, or in connection with, the supply)
pay to the supplier an amount equal to such GST (GST gross-up).


9.2                                GST
Invoice


If a GST gross-up is payable, then the supplier must give the recipient
a tax invoice for the supply.


9.3                                Payment


Provided a tax invoice has been given, the GST gross-up must be paid by
the recipient:


(a)                                   if
any monetary consideration is payable for the supply, at the same time and in
the same manner as such monetary consideration;


(b)                                  if
no monetary consideration is payable for the supply, within 10 Business
Days after the day on which the tax invoice is given.


9.4                                Reimbursements


If any payment to be made to a party under or in connection with this
document is a reimbursement or indemnification of an expense or other liability
incurred or to be incurred by that party, then the amount of the payment must
be reduced by the amount of any input tax credit to which that party is
entitled for that expense or other liability, such reduction to be effected
before any increase in accordance with clause 9.1.


9.5                                Adjustments


If an adjustment event has occurred in respect of a supply made under
or in connection with this document, any party that becomes aware of the occurrence
of that adjustment event must notify the other party as soon as practicable,
and the parties agree to take whatever steps are necessary (including to issue
an adjustment note), and to make whatever adjustments are required, to ensure
that any GST or additional GST on that supply, or any refund of GST (or part
thereof), is paid no later than 20 Business Days after the supplier first
becomes aware that the adjustment event has occurred.


9.6                                Definitions


(a)                                   Terms
used in clause 1.1 or in this clause 9 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)
have the meaning given to them in that Act.


(b)                                  In
this clause, a reference to a payment includes any payment of money and any
form of consideration other than payment of money.


(c)                                   In
this document, all references to payments and obligations to make payments,
including all references to compensation (including by way of reimbursement or
indemnity), are, but for the operation of this clause, exclusive of GST.



 13















10                                   Post-Completion


10.1                         Loan
Repayment


(a)                                   Within
15 days of Completion, the Purchaser must cause the Sale Company to repay
in full the amount of the loan advanced to the Sale Company under an Unsecured
Loan Facility Agreement dated 1 December 2006 between the Sale Company and
Stolt Nielsen Transportation Group Ltd (Loan
Agreement), together with all interest due thereon.


(b)                                  In
the event that the loan is not repaid by the Sale Company within the period
specified in paragraph (a) above, then the Purchaser acknowledges that:


(i)                                      the
Sale Company will be deemed to be in default under the Loan Agreement; and


(ii)                                   Stolt
Nielsen Transportation Group Inc will be entitled to take action against
the Sale Company to enforce the repayment of the loan.


10.2                         Assistance
with preparation of Financial Statements


(a)                                   The
Purchaser:


(i)                                      acknowledges
that as at the date of this document, Deloitte is performing an audit of the
financial statements of the Sale Company for the year ended 30 November 2006
for and on behalf of the Vendor;


(ii)                                   further
acknowledges that, in order for the Vendor to comply with its financial
reporting obligations, the Vendor is required to obtain audited financial
statements of the Sale Company as at the Completion Date that are in accordance
with generally accepted accounting principles of the United States of America;


(iii)                                further
acknowledges that the Vendor is intending to engage Deloitte to prepare and
audit the financial statements referred to in subparagraph (ii) above; and


(iv)                               agrees
to provide the Vendor and Deloitte with all reasonable assistance to enable the
preparation and audit of those financial statements.


(b)                                  The
Vendor will be responsible for the costs of Deloitte in performing the audit
referred to in clause 10.2(a)(ii) above and will pay these costs within
Deloitte’s usual terms.


(c)                                   To
the extent that the costs of Deloitte in undertaking the audit referred to in
clause 10.2(a)(i) above do not form part of the Total Liabilities of the Group
as disclosed in the Completion Balance Sheet, then the Vendor will pay those
costs within Deloitte’s usual terms.


10.3                         Vendor
Debtors


(a)                                   The
Vendor will be entitled to all of those debtors of the Business that were
raised prior to the Completion Date and which remain outstanding on 1 January
2007 (Vendor Debtor).  This clause does not require the Purchaser
to:


(i)                                      issue
proceedings to collect any Vendor Debtor;


(ii)                                   procure
that the Sale Company issue proceedings to collect any Vendor Debtor; or


(iii)                                subject
to clause 10.3(b), pay from its own funds or to procure that the Sale Company
pay from its funds an amount equivalent to any Vendor Debtor.


(b)                                  If
any Group Member is paid an amount on account of a Vendor Debtor on or after 1
January 2007, the Purchaser must cause that amount to forthwith be remitted to
the Vendor.



 14
 









10.4                         Records


(a)                                   If
within 30 days after Completion the Purchaser determines (acting reasonably)
that the Records are deficient in a material respect (including that documents
required by legislation have not been prepared or maintained), then the
Purchaser may require that the Vendor remedy that deficiency at its expense.


(b)                                  The
Purchaser will afford the Vendor with all reasonable assistance to enable the
Vendor to perform its obligation under paragraph (a) above.


11                                   Termination Rights


11.1                         Purchaser’s Rights


The Purchaser may terminate this document by
written notice to the Vendor at any time prior to Completion if:


(a)                                   any of the Vendor’s Warranties is untrue or
misleading in any respect and the matter is not remedied within 5 Business
Days after notice of that matter from the Purchaser; and


(b)                                  the Vendor breaches any of its obligations in any
respect (including its obligations at Completion) and does not remedy the
breach within 5 Business Days after notice of that breach from the
Purchaser.


11.2                         Vendor’s Rights


The Vendor may terminate this
document by giving notice to the Purchaser at any time prior to Completion if:


(a)                                   the Purchaser is or becomes an “externally
administered body corporate” within the meaning of the Corporations Act; or


(b)                                  the Purchaser breaches any of its obligations in
any material respect (including its obligations at Completion) and does not
remedy the breach within 5 Business Days after notice of that breach from the
Vendor.


11.3                         Termination
prior to Completion


The termination of this document will not prejudice any right, remedy or obligation
accrued prior to termination, nor any obligation that is expressed to survive
termination of this document.


12                                   Miscellaneous


12.1                         No Waiver


A party waives a right under this document only by written notice that
it waives that right.  A waiver is
limited to the specific instance to which it relates and to the specific
purpose for which it is given.


12.2                         Severance


If a provision of this document would, but for this clause, be
unenforceable:


(a)                                   the
provision will be read down to the extent necessary to avoid that result; and


(b)                                  if
the provision cannot be read down, to that extent, it will be severed without
affecting the validity and enforceability of the remainder of this document.



 15
 









12.3                         About
This Document


(a)                                   This
document records the entire agreement between the parties as to its subject
matter.  It supersedes all prior
contracts, obligations, representations, conduct and understandings.  The agreement recorded in this document is
immediately enforceable, subject to its own express terms.  The parties have not relied on any promise,
representation or conduct in deciding whether to enter into this document,
other than as expressly set out in this document.


(b)                                  This
document may be amended only by written agreement of all parties.


(c)                                   This
document may be executed in any number of counterparts, and by the parties in
separate counterparts, but is not effective until each party has executed at
least one counterpart.


(d)                                  Each
counterpart of this document constitutes an original of this document but the
counterparts together constitute one and the same instrument.


12.4                         Governing
Law and Jurisdiction


(a)                                   The
laws of South Australia govern this document.


(b)                                  Each
party irrevocably submits to the non-exclusive jurisdiction of the courts of
South Australia.


(c)                                   Each
party irrevocably waives any immunity in respect of its obligations under this
document that it may acquire from the jurisdiction of any court or any legal
process for any reason including the service of notice, attachment before
judgment, attachment in aid of execution or execution.


12.5                         Confidentiality


(a)                                   A
party must not use or disclose Confidential Information except:


(i)                                      in
the proper performance of this document;


(ii)                                   a
disclosure to such of the officers, employees and advisers of the party as have
a legitimate interest in the Confidential Information to be disclosed to them;


(iii)                                as
may be required by applicable law (in which case, prior to disclosure, the
party must consult with the other parties about the form and content of such
disclosure); or


(iv)                               as
the other parties may agree in writing.


(b)                                  In
this clause, Confidential Information
means:


(i)                                      the
contents and subject matter of this document; and


(ii)                                   any
information coming to a party by virtue of being a party to this document;


except so far as that information is then in
the public domain other than as a result of a breach by the party of this
document.


12.6                         Privacy


The Purchaser must comply with the Privacy Act 1988
(Cth) in relation to any Personal Information (as defined in the Privacy Act 1988 (Cth)) contained in any information
disclosed to the Purchaser by the Vendor or any of its agents or
representatives and must indemnify the Vendor for any Loss or Claim arising
from the Purchaser:


(a)                                   disclosing
that information or any part of it, other than for the primary purpose of
correction following Completion; or



 16
 









(b)                                  using
the whole or any part of that information for a purpose other than the primary
purpose for which it was collected.


12.7                         Costs and
Stamp Duty


(a)                                   A
party will bear its own costs in relation to the negotiation, preparation and
execution of this document and any further document required.  However, unless this document otherwise
provides, the cost of performing an obligation will be borne by the party
concerned.


(b)                                  The
Purchaser and Vendor will equally bear all stamp duty (and interest and
penalties) payable in respect of this document (if any) and any further
document required to be entered into pursuant to this document (including the
share transfer referred to in clause 5.2(a)).


12.8                         Further
Acts


The parties must do all things reasonably required to facilitate the
performance of the transactions contemplated by this document.


12.9                         Assignment


A party may not assign its rights under this
document and any purported assignment in contravention of this provision is
void.


12.10                  No Merger


The rights and obligations of the parties will not merge on completion
of any transaction under this document. 
They will survive the execution and delivery of any assignment or other
document entered into for the purpose of implementing any transaction.


12.11                  Survival of
Certain Provisions


(a)                                   Clauses 9
(GST), 12.5 (Confidentiality), 12.6 (Privacy), 12.13 (Indemnities) and this
clause 12.11 will survive rescission, termination or expiration of this
document.


(b)                                  If
this document is rescinded or terminated, no party will be liable to any other
party except:


(i)                                      under
the clause referred to in clause 12.11(a); or


(ii)                                   in
respect of any breach of this document occurring before rescission, termination
or expiration of this document.


12.12                  Warranty of
Authority


Each person who executes this document on behalf of a party under a
power of attorney declares and warrants that he or she is not aware of any fact
or circumstance that might affect his or her authority to do so under that
power of attorney.


12.13                  Indemnities


Unless expressly provided otherwise:


(a)                                   each
indemnity in this document is a continuing obligation, separate and independent
from the other obligations of the parties, and survives termination, completion
or expiration of this document;


(b)                                  it
is not necessary for a party to incur expense or make any payment before
enforcing a right of indemnity conferred by this document; and


(c)                                   the
making of a claim by a party under an indemnity contained in this document in
respect of a particular event does not preclude that party from subsequently
making further claims under



 17
 









that indemnity
in respect of any further loss arising out of the same event for which it has
not previously been indemnified.


13                                   Notices


13.1                         How To
Give Notices


(a)                                   A
notice in connection with this document must be:


(i)                                      in
writing in English;


(ii)                                   signed
by the party or its agent; and


(iii)                                given
to the recipient either by hand delivery, pre-paid mail, facsimile transmission
or in a manner permitted by legislation, in each case addressed in the manner
relevantly described in Schedule 1.


(b)                                  Where
2 or more persons comprise a party, notice to or by one is effective notice to
and by all.


13.2                         Change of
Details


(a)                                   A
party may at any time change any of the details set out in Schedule 1 by
not less than 5 Business Days notice to each other party.


(b)                                  If
details are so changed, this clause applies as if those changed details were
set out in Schedule 1.


13.3                         Proof of
Notices


(a)                                   Proof
of posting by pre-paid mail of a notice in accordance with this clause is proof
of receipt of such notice on the second clear Business Day after posting.


(b)                                  Proof
of transmission by facsimile of a notice in accordance with this clause is
proof of receipt on the date of transmission, but if a transmission is not made
on a Business Day or not made before 4:00pm, then it is proof of receipt at
10:00am on the next Business Day after transmission.



 18
 









EXECUTED as an
agreement 


	
  SIGNED for and on behalf of STOLT

  SEA FARM HOLDINGS BV by its

  attorney JAMES COLIN MARSHALL

  	
  )

  )

  )

  	
  /s/ James Colin Marshall

  	
   

  
	
  under a Power of
  Attorney dated 3

  November 2006 in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Kate
  Louise Lyttle

  	
   

  	
   

  	
   

  
	
  Signature of
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Kate Louise
  Lyttle

  	
   

  	
   

  	
   

  
	
  Name of Witness

  (BLOCK LETTERS)

  	
   

  	
   

  



 


	
  EXECUTED by SAMS HOLDINGS

  (SA) PTY LTD in accordance with section

  127 of the Corporations Act by:

  	
  )

  )

  )

  )

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Sime
  Sarin

  	
   

  	
   

  	
  /s/ Alastair McLachlan

  	
   

  
	
  Director

  	
   

  	
  Director/Secretary

  
	
   

  	
   

  	
   

  
	
  Sime Sarin

  	
   

  	
   

  	
  Alastair McLachlan

  	
   

  
	
  Name

  (BLOCK LETTERS)

  	
   

  	
  Name

  (BLOCK LETTERS)

  



 



 19
 









Schedule
1 – Notices


	
  Name:

  	
  Stolt Sea Farm Holding BV

  
	
   

  	
   

  
	
  Address:

  	
  Lira

  
	
   

  	
  15292 Carnota

  
	
   

  	
  La Coruña

  
	
   

  	
  ESPAÑA

  
	
   

  	
   

  
	
  Attention:

  	
  Mr Pablo García

  
	
   

  	
   

  
	
  Facsimile:

  	
  +34 981 761 031

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  SAMS Holdings (SA) Pty Ltd

  
	
   

  	
   

  
	
  Address:

  	
  PO Box 1073

  
	
   

  	
  Port Lincoln SA
  5606

  
	
   

  	
  AUSTRALIA

  
	
   

  	
   

  
	
  Attention:

  	
  Mr Alastair McLachlan

  
	
   

  	
   

  
	
  Facsimile:

  	
  +61 8 8621 4401

  




 20
 









Schedule
2 – Vendor Warranties


The Vendor represents and
warrants to the Purchaser that:


(a)                        the
Vendor has the legal capacity and authority to enter into this document and
take all actions required under this document;


(b)                       on
Completion, the Vendor will have full power and authority to cause the legal
owner of the Sale Share to transfer valid title, and the Purchaser will acquire
valid title to the Sale Share on Completion, free and clear of all
Encumbrances;


(c)                        subject
to compliance by the Purchaser with the Corporations Act, the Purchaser will
not be restricted in anyway by the Corporations Act from disposing of the Sale
Share after Completion;


(d)                       in
relation to the Group Members:


(i)                            no
Group Member has committed any breach or offence under any statute relative to
the affairs of that Group Member;


(ii)                         no
Group Member is engaged in any litigation or arbitration proceedings as
plaintiff or defendant and, to the best of the Vendor’s knowledge, information
and belief, there are no such proceedings pending or threatened either by or
against a Group Member and there are no facts known to the Vendor which are
likely to rise to any litigation or arbitration;


(iii)                      all
accounts, books, ledgers, financial and other records of whatsoever kind of
each Group Member:


(A)                    have
been fully and properly maintained and contain due record of all matters
required to be entered therein by any relevant legislation or accounting
practice;


(B)                      to
the best of the Vendor’s knowledge, information and belief, do not contain or
reflect any material inaccuracies or discrepancies;


(C)                      give
and reflect an accurate view of the trading transactions, of the financial and
contractual position and of the assets and liabilities of the Group Member;


(D)                     have
been prepared in accordance with generally accepted Australian accounting
principles and practices (or such equivalents as are relevant); and


(E)                       reflect
all material items of income, expense, assets, prepayments, liabilities and
accruals;


(iv)                     since
31 August 2006 there has not been any change in the financial condition, assets
or liabilities of the Group, other than changes in the ordinary course of
business, none of which such changes have been materially adverse other than as
disclosed to the Purchaser;


(v)                        all
taxation returns due to be made by each Group Member within the 6 financial
years preceding the Completion Date have been made with full and true
disclosures and there are no outstanding disputes or questions or demands
between the Group Member and the Federal Commissioner for Taxation or any other
Federal, State, Municipal or Semi-Governmental Instrumentality or Authority
whether in the Commonwealth of Australia or elsewhere;


(vi)                     in
respect of each material and significant contract, agreement, instrument,
undertaking, warranty, offer, covenant or transaction between a Group Member
and other persons, companies or governments or public authorities:


(A)                    it
is valid and may be enforced according to its tenor by the relevant Group
Member;



 21
 









(B)                      the
relevant Group Member has not committed any breach of the terms; and


(C)                      the
parties have complied with their obligations and no party is entitled to
rescind or terminate it for any reason whatsoever;


(vii)                  the
current entitlements of all directors and current employees of the Group have
been fully paid as and when they were due or provided for and none of such
directors or employees have any claim for fees, pensions, retirement,
allowances, wages, holiday pay, sick pay, long service leave entitlements,
breach of common law or statutory duty or of any nature whatsoever, whether
arising in contract or tort and each Group Member has observed all provisions
of industrial awards and other statutory requirements in relation to its
employees;


(e)                        neither
the Sale Company, the Trustee Company nor SSF Australia will prior to
Completion issue or allot any shares to any person and there are no agreements
in force pursuant to which any person has or may acquire the right to call
either at the date of this document or in the future for the issue or allotment
of shares in any of these companies and pending Completion no such agreements
will be entered into by the Vendor or any Group Member, unless otherwise
provided for in this document;


(f)                          the
Trustee Company will not prior to Completion issue any units in the Unit Trust
to any person and there are no agreements in force which call either at the
date of this document or in the future for the issue of units in the Unit Trust
or accord to any person the right to call for the issue of any units in the
Unit Trust over and above their present issued units and (pending Completion)
no such agreements will be entered into by the Vendor or any Group Member,
unless otherwise provided for in this document;


(g)                       as
at Completion:


(i)                            those
items of a Group Member’s assets which are vessels will be in current survey;


(ii)                         except
where the Vendor has otherwise disclosed in writing to the Purchaser prior to
the date of this document, all of each Group Member’s assets will:


(A)                    be
fully paid for;


(B)                      be
in the possession of the Group;


(C)                      be
used solely by the Group;


(D)                     be
the absolute property of the applicable Group Member free of all Encumbrances
and other third party rights; and


(E)                       not
be the subject of any lease or hire purchase agreement or agreements for purchase
on deferred terms;


(iii)                      there
will not be any existing contracts for the purchase by any Group Member of any
stock other than those made in the ordinary course of business;


(iv)                     no
Group Member will be party to any Material contract or Material commitment
entered into which is outside the ordinary course of its business;


(v)                        no
Group Member will have agreed to grant or create, any Encumbrance in respect of
its assets other than an Encumbrance disclosed to the Purchaser in writing
prior to the date of execution of this document;


(vi)                     no
Group Member will be a party to any agreement, contract, arrangement or
understanding whether legally enforceable or not which is in breach of any
restrictive trade practices legislation and has not engaged in any conduct or
practice in breach of that legislation.


(vii)                  each
Group Member will have all necessary licences, consents, permissions,
authorities and permits required to conduct the Business (or, as the case may
be, its business) and has paid all fees due in relation to them and complied
with all conditions under them;



 22
 









(viii)               to
the best of the Vendor’s knowledge, there are no factors which might prejudice
the continuance or renewal of any licence, consent, permission, authority or
permit required under the immediately preceding warranty; and


(ix)                       each
Group Member  will have complied with all
laws and rules and regulations and requirements relating to environmental
matters;


(h)                       in
relation to tax matters of the Group:


(i)                            each
Group Member:


(A)                    has
paid, or will pay, all Tax which it is or may become liable at any time to pay
in respect of the period up to and including the Completion Date;


(B)                      has
complied with all of its obligations under any statutory provisions requiring
the deduction or withholding of Tax from amounts paid by it, whether on its own
behalf or as agent, and has properly accounted for any Tax so deducted or
withheld to any Taxation authority (other than amounts which have not yet
become due to be paid);


(C)                      has
complied with any applicable obligation to register for the purposes of the GST
Act;


(D)                     has
filed or lodged all Tax and duty returns required by any Tax law (including,
but not limited to, all laws imposing or relating to income tax, fringe
benefits tax, GST, payroll tax, group tax, land tax, water and municipal rates
and stamp and customs duties) and has complied in all material respects with
its obligations under all Tax laws including any obligation to make a return or
give a notification;


(E)                       is
not involved in any audit of any of its income tax returns or any dispute with
the Commissioner of Taxation of the Commonwealth of Australia or any other
Federal, State or municipal body or authority responsible for the collection of
Tax or duty and the Vendor is not aware of any circumstances which may give
rise to such an audit or dispute;


(F)                       has
not entered into or been a party to any transaction which contravenes the
anti-avoidance provisions of a Tax law including the Tax Act 1936, including
Part IVA, in consequence of which it may suffer a liability for Tax;


(G)                      has
not taken any action which has or might alter or prejudice any arrangement,
agreement or Tax ruling which has previously been negotiated with or obtained
from any Taxation authority;


(H)                     has
not made any private binding ruling requests, for income Tax objections or
amended assessments with respect to its lodged income tax returns;


(I)                          has
maintained sufficient Tax depreciation schedules and sufficient Tax building
allowance schedules of its assets;


(J)                         has
maintained accurate cost bases of those assets for Tax purposes;


(K)                     has
correctly allocated to its reserves, the pre and post 19 September 1985
components of such reserves;


(L)                       does
not have a franking account in deficit as at 30 June 2006, or anticipate a
deficit or liability to pay over-franking Tax (as referred to in section 203-50
of the Tax Act 1997) for the year ended 30 June 2007.  All frankable distributions paid by it since
1 July 2006 have been franked in accordance with the benchmark rule contained
in Division 203 of the Tax Act 1997;


(M)                  has
until it became a member of a Consolidated Group maintained and has retained
for the period required by law, accurate records of franking credits and
franking debits (as defined in the Tax Act 1936 or Tax Act 1997) in respect of
the current and earlier accounting



 23
 









periods and
will on exiting such Consolidated Group before the Completion Date establish
such a record for any amounts which are required to be recorded in such an
account;


(N)                     is
not a party to any contract, agreement, arrangement or understanding in respect
of which it is or will become liable to pay GST without being entitled to
increase the consideration payable under the contract, agreement, arrangement
or understanding or otherwise seek reimbursement so that it retains the amount
it would have retained but for the imposition of GST;


(O)                     is
registered for GST under the GST Act;


(P)                       has
complied in all respects with the GST Act;


(Q)                     is
not in default of any obligation to make any payment or return (including
without limitation any Business Activity Statement) or notification under the
GST Act;


(R)                      has
not engaged in any avoidance scheme for the purposes of section 165-5 of the
GST Act;


(S)                       has
not entered into any contract, agreement, arrangement or understanding which will
make it exceed the financial acquisitions threshold in Division 189 of the GST
Act; and


(T)                      has
established internal procedures and systems necessary to ensure that its
billing, accounts receivable and general ledger functions accurately capture
and account for GST;


(ii)                         in
respect of each Group Member, for the period since 1 July 2000 until that Group
Member became a member of the Consolidated Group (Consolidation):


(A)                    any
Tax arising under any Tax Act due and payable before Consolidation in respect
of any transaction, income or asset of the Group Member has been paid;


(B)                      any
obligation of the Group Member under any Tax Act to withhold amounts at source
including but not limited to withholding tax, PAYG tax, Prescribed Payments
System tax and royalties has been complied with;


(C)                      the
Group Member has maintained proper and adequate records to enable it to comply
with its obligations to:


(1)                        prepare
and submit any information, notices, computations, returns and payments
required in respect of any Tax Act;


(2)                        prepare
any accounts necessary for the compliance of any Tax Act; and


(3)                        retain
necessary records as required by any Tax Act;


(D)                     the
Group Member has submitted any necessary information, notices, computations and
returns to the relevant Government Agency in respect of any Tax or any duty
relating to its affairs;


(E)                       any
information, notice, computation and return which has been submitted by it to a
Government Agency in respect of any Tax or duty:


(1)                        disclosed
all material facts that should be disclosed under any Tax Act;


(2)                        was
not misleading; and


(3)                        has
been submitted on time;


(F)                       there
were no undisclosed disputes with any Government Agency in respect of any Tax
or duty;



 24
 









(G)                      the
Group Member is not liable nor will it become liable to pay, reimburse or
indemnify any person in respect of any Tax or duty relating to any act or
omission occurring before Consolidation because of the failure of any other
person to discharge that Tax or duty;


(H)                     the
Group Member has not:


(1)                        made
or incurred any payment or expenditure which was not wholly deductible in
computing its taxable income, other than expenditure on assets other than
stock-in-trade;


(2)                        disposed
of any asset or supply any service or business facility (including a loan of
money or the letting, hiring or licensing of any property) in circumstances
where the consideration actually received or receivable for the disposal or
supply was less than the consideration regarded as received for Tax purposes;


(3)                        acquired
any asset or receive any service or business facility in circumstances where
the consideration actually paid for the acquisition or receipt was more than
the consideration which could be regarded as paid for Tax purposes;


(4)                        entered
into or become a party to any transaction which gave rise to or would with the
passing of time or upon the happen any capital gain accruing to it under any
Tax Act; and


(5)                        in
the case of the Sale Company only, declared any dividend except out of the
profits of the Company; and


(I)                          no
event has occurred in relation to the Group Member which gives rise to a Tax
liability on deemed (as opposed to actual) income, profits or gains or which
may result in it becoming liable to pay or bear a Tax liability directly or
primarily chargeable against or attributable to another person;


(J)                         all
documents:


(1)                        which
are necessary to establish the title of the Group Member to an asset have had
stamp duty or other Taxes of a similar nature paid in full in accordance with
all applicable laws;


(2)                        required
to be created by the Group Member under a law relating to stamp duty or a Tax
of a similar nature have been created and have had stamp duty or other Taxes of
a similar nature paid in full in accordance with all applicable laws;


(iii)                      immediately
before Completion, no Group Member will have a share capital account that is
tainted within the meaning of section 6D(3) of the Tax Act 1936;


(iv)                     no
Group Member has varied its Pay As You Go Instalment Rate pursuant to the
Taxation Administration Act, 1953 in respect of the year of income ending 30
June 2007;


(v)                        all
agreements, elections, choices, declarations, nominations, or selections or the
giving of a notice or the exercise of an option required under the Tax Act 1936
or the Tax Act 1997 by each Group Member were made in accordance with the
provisions governing the timing and form of such agreements, elections,
choices, declarations, nominations or selections or the giving of such notices
or exercise of such options;


(vi)                     each
Group Member has obtained the necessary employee declarations as required under
the Fringe Benefits Tax Assessment Act, 1986;


(vii)                  each
Group Member has complied and continues to comply with the substantiation
provisions contained in Division 900 of the Tax Act 1997, or contained in the
Tax Act 1936;


(viii)               for
the period from 1 July 2006 to Completion:



 25
 









(A)                    the
only liabilities for Tax are those arising out of the normal business and
trading activities of the Group, and none relate to a CGT Event as defined in
the Tax Act 1997 that occurs or is deemed to occur in respect of any Group
Member by virtue of any act or omission of one or more of the Group Members
before or on the Completion Date, including but not limited to execution of
this document; and


(B)                      each
Group Member will have discharged all liabilities that it has under any Tax
Sharing Agreement entered into by the Group;


(i)                           without
limiting any other Vendor’s Warranty, in relation to the Statutory Fishing
Rights:


(i)                            the
certificate of Statutory Fishing Rights to be provided pursuant to
clause 5.4 of this document states that the Trustee Company is the holder
of not less than 495,115 Statutory Fishing Rights;


(ii)                         the
Trustee Company is at the date of this document and will at Completion be the
holder of and have an entitlement to not less than 495,115 Statutory Fishing
Rights; and


(iii)                      as
at the date of this document the Statutory Fishing Rights are and at Completion
will:


(A)                    be
fully paid;


(B)                      be
the absolute property of the Trustee Company, free of all Encumbrances and
third party rights; and


(C)                      not
be subject to any condition except those that have been disclosed in writing to
the Purchaser prior to the date of this document; and


(iv)                     the
Statutory Fishing Rights will not, as a consequence of any act or omission of
the Vendor and a Group Member (or any of them) expire or lapse prior to the
expiration of the period for which they have been granted;


(j)             the
Sale Company holds all the units issued in the Unit Trust.



 26