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                                                                   EXHIBIT 10.11

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                            SYNDICATED LOAN AGREEMENT

         IN A MAXIMUM AMOUNT OF 154,000,000 EUROS (PTAS. 25,623,444,000)

                                     BETWEEN

                         NAVIERA F. TAPIAS GAS III, S.A.

                                       AND

                  CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA
                    CAJA DE AHORROS Y PENSIONES DE BARCELONA
                   CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID
                          INSTITUTO DE CREDITO OFICIAL

                                      AGENT

                  CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA

                                    CO-AGENT

                    CAJA DE AHORROS Y PENSIONES DE BARCELONA

GOMEZ-ACEBO & POMBO, MADRID                                         OCTOBER 2000

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                                      INDEX

Clause One.- Definitions

Clause Two.- Granting of Loan, Purpose and Duration

Clause Three.- Distribution

Clause Four.- Drawdown of Funds

Clause Five.- Commissions

Clause Six.- Rights and Obligations of the LENDERS

Clause Seven.- Evidence and Calculations

Clause Eight.- Interest Periods

Clause Nine.- Ordinary Rate of Interest

Clause Ten.- Replacement Rate of Interest

Clause Eleven.- Communication and Acceptance of Rate of Interest Applicable

Clause Twelve.- Interest Accrual and Settlement

Clause Thirteen.- Delay Interests

Clause Fourteen.- Normal Amortisation of Loan

Clause Fifteen.- Early Amortisation of Loan

Clause Sixteen.- Payments by the BORROWER

Clause Seventeen.- Allocation of Payments and Compensation

Clause Eighteen.- Declarations and Guarantees

Clause Nineteen.- Obligations of the BORROWER and the GUARANTOR

Clause Twenty.- Treasury Management and Distribution

Clause Twenty-one.- Early Maturity

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Clause Twenty-two.- Agent

Clause Twenty-three.- Assignments

Clause Twenty-four.- Force Majeure and Variation in Circumstances

Clause Twenty-five.- Communications and Notifications between the Parties

Clause Twenty-six.- Guarantees

Clause Twenty-seven.- Expenses

Clause Twenty-eight.- European Single Currency

Clause Twenty-nine.- Fiscal Regime

Clause Thirty.- Governing Law and Jurisdiction

Clause Thirty-one.- Mercantile Policy

Schedule I.- Basic Case

Schedule II. Certificate of Handover of Funds

Schedule II.- Amortisation Chart for Tranche A

Schedule IV.- Addresses and particulars for notifications

Schedule V. Model Pledge of Shares

Schedule VI.- Model Pledge of Rights deriving from Time-Charter

Schedule VII.- Model Pledge of Refund Guarantee

Schedule VIII.- Model Pledge of Current Accounts

Schedule IX.- Model Pledge of Rights deriving from the Construction Contract

Schedule X.- Model Guarantee of NAVIERA F. TAPIAS, S.A.

Schedule XI.- Model Vessel Mortgage

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Schedule XII.- Model Pledge of Rights deriving from Insurance Contracts.

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In Madrid, on 2 October 2000.

With the mediation of Chartered Commerce Broker Mr. Jose Enrique Cachon Blanco.

                                     PARTIES

Of the one part,

Mr. Andres Luna Abella, of legal age, with National Identity Document no.
5.212.376-R and an address in Madrid, calle Chapineria 5, who acts in the name
and on behalf of NAVIERA F. TAPIAS GAS III, S.A. (hereinafter the "BORROWER"),
with registered offices at C/ Musgo no. 5, 28023 Madrid and BIN A-82715756, as
Sole Administrator of that company, by virtue of a deed executed before Madrid
Notary Mr. Francisco Echavarri Lomo on 6 July 2000, with number 1.791 of his
protocol.

Of the other,

Mr. Andres Luna Abella, of legal age, with National Identity Document no.
5.212.376-R and an address in Madrid, calle Chapineria 5, who acts in the name
and on behalf of NAVIERA F. TAPIAS, S.A. (hereinafter "TAPIAS" or the
"GUARANTOR"), with registered offices at C/ Musgo no. 5, 28023 Madrid and BIN
A-78553153, as accredited with the power granted before Madrid Notary Mr.
Francisco Echavarri Lomo on 11 July 2000, with number 1.847 of his protocol.

And of the other,

Ms. M(a) Victoria Vazquez Sacristan, of legal age, with National Identity
Document no. 05242959-V, acting in the name and on behalf of CAIXA DE AFORROS DE
VIGO OURENSE E PONTEVEDRA ("CAIXANOVA"), with registered offices in Pontevedra,
Avda. Garcia Barbon, 1 - 3 and B.I.N. G-36600369, as accredited with the power
granted before Vigo Notary Mr. Jose Pineiro Prieto on 3 January 2000, with
number 1 of his protocol.

Mr. Juan Plana Garcia, with National Identity Document no. 37.763.874-J and Mr.
Juan-Gualberto Orduna Ponti, with National Identity Document no. 46.214.512-Z,
acting in the name and on behalf of CAIXA D'ESTALVIS I PENSIONS DE BARCELONA,
with registered offices at Avda. Diagonal 621-629, 08028 Barcelona, and B.I.N.
G-58899998, hereinafter LA CAIXA, in the exercise of the authorities they were
granted by virtue of Deeds of power authorised by Barcelona Notary Mr. Tomas
Gimenez Duart on 7 October 1999 and 28 January 2000, with numbers 4.986 and 390
of his protocol, respectively.

Mr. Jose Antonio Frej Jimenez, of legal age, with National Identity Document no.
25.145.437-C, and Mr. Victor Manuel Roman Garcia, of legal age, with National
Identity Document no. 11.811.154-X, acting in the name and on behalf of CAJA DE
AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID"), with registered offices at
Plaza del Celenque no. 2, Madrid, and B.I.N. G-28029007, in the exercise of the
authorities they were granted by virtue of Deeds of power authorised by Madrid
Notary Mr. Gerardo

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Munoz de Dios on 11 January 2000 and 30 December 1996, with numbers 136 and
8.105 of his protocol, respectively.

Ms. Rosario Castro Echeverri, of legal age, with National Identity Document no.
12.366.526, acting in the name and on behalf of INSTITUTO DE CREDITO OFICIAL
("ICO"), with registered offices at Paseo del Prado 4, and B.I.N. Q-28-76002C,
as accredited with the power granted before Madrid Notary Mr. Pedro Jose
Bartolome Fuentes on 3 June 1999, with number 2.272 of his protocol.

(hereinafter, each of the aforementioned entities shall be denominated the
"LENDER" and, jointly, the "LENDERS")

Mr. Luis Sanchez-Guerra Roig also acts in the name and on behalf of AHORRO
CORPORACION FINANCIERA, S.V.B., S.A., exclusively as Manager, with registered
offices in Madrid, Paseo de la Castellana 89-10th floor, and BIN A-79202628. He
acts by virtue of a power of representation granted on 20 January 1995 before
Madrid Notary Mr. Francisco Javier Die Lamana with number 137 of his protocol.

All of which shall hereinafter be jointly denominated the "PARTIES".

                                    RECITALS

I.    Whereas the BORROWER is a Company whose business purpose consists in
      shipping business. Its share capital is (euro) 6,000.134, divided into
      99,670 shares, fully subscribed and 50% of which is paid-up. Its
      shareholders, along with their holdings, are:

      NAVIERA F. TAPIAS, S.A.: 99,669 shares

      Mr. Fernando Fernandez Tapias: 1 share

II.   Whereas the BORROWER has approached the LENDERS to apply for a loan in a
      maximum amount of 154,000,000 (one hundred and fifty-four million) euros
      (equivalent to Ptas. 25,623,444,000) in order to transfer funds to a
      structure designed to finance the construction of a liquated gas tanker
      with a volume of approximately 138,000 cubic metres, to be built by
      Astilleros de Sestao, S.R.L.

III.  Whereas the BORROWER has entered into a Time-Charter Agreement with REPSOL
      YPF, S.A., dated 31 July 2000, with an initial duration of twenty years,
      renewable for two successive periods of 5 years each. The Time-Charter
      Agreement was one of the decisive elements for the LENDERS to grant this
      financing.

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IV.   Whereas, granting the application of the BORROWER, the LENDERS, as a
      group, and each LENDER, individually, have agreed to grant the Loan in the
      individualised amounts, which comprise the total, to be described
      hereinbelow.

V.    Whereas for the purpose of this Loan operation, the said LENDERS have
      appointed CAIXANOVA as AGENT and LA CAIXA as CO-AGENT, and they therefore
      participate in this Agreement in their dual status as LENDER and AGENT and
      CO-AGENT, respectively, thereof.

VI.   Accordingly, the LENDERS and the BORROWER, by mutual consent, have agreed
      to formalise this Loan which shall be governed by the following

                                     CLAUSES

ONE.- DEFINITIONS

In this Agreement, the following terms shall have the meaning given in each
case:

-     "AGENT": CAIXANOVA

-     "TECHNICAL ADVISER": Lloyd's Register of Shipping

-     "INSURANCE ADVISER": The entity designated by the LENDERS, entrusted with
      the supervision of insurance in relation to the Vessel.

-     "SHIPYARD": Astilleros de Sestao, S.R.L.

-     "VESSEL": The liquated natural gas (LNG) tanker, Builders Hull no. 319,
      with a volume of approximately 138,000 cubic metres, the principal
      characteristics of which are shown in article 1 of the Construction
      Agreement.

-     "CAPEX ELEMENT": That part of the Charter defined as such in the
      Time-Charter Agreement.

-     "CASH FLOW": At any time and in respect of any period, an amount equal to
      Exploitation Income collected minus Exploitation Expenses paid, minus
      taxes paid plus/minus variation in working capital and before financial
      results.

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-     "BASIC CASE": The financial model attached hereto as Schedule I. That
      Basic Case may be amended at the time the IRS Agreements are concluded, in
      which event the Basic Case shall be attached hereto as a new Schedule I
      and all references made to the Basic Case shall be understood as made to
      the new Basic Case attached.

-     "CO-AGENT": LA CAIXA

-     "CONSTRUCTION AGREEMENT": The agreement entered into between the Shipyard
      and the BORROWER on 31 July 2000, as well as agreements that complement or
      amend that agreement.

-     "IRS AGREEMENTS": The agreement or agreements to be entered into between
      the BORROWER and the Managers or any of these before 31 October 2000,
      whereby

      (i)   during the Drawdown Period, the BORROWER shall furnish its
            counterpart in those agreements the fixed amount corresponding to
            interests accrued and capitalised at the fixed rate at the time of
            conclusion of those agreements during the entire Drawdown Period
            based on the structure of drawdowns and, in exchange, shall receive
            the amount of interests accrued and capitalised during the same
            period based on one-month EURIBOR plus 0.70%, to be settled on the
            basis of differences at the end of the Drawdown Period;

      (ii)  during the Amortisation Period, the BORROWER shall furnish its
            counterpart in those agreements the fixed monthly amount
            corresponding to interests accrued at the fixed rate at the time of
            conclusion of those agreements during the entire Amortisation Period
            based on the structure of amortisations and, in exchange, shall
            receive the amount of interests accrued based on one-month EURIBOR
            plus 1.10% (for Tranche A) and based on one-month EURIBOR plus 1.30%
            (for Tranche B), to be settled in both cases on the basis of
            differences on each of the Interest Settlement Dates.

-     "MANAGEMENT AGREEMENT": The agreement for supervision of the Construction
      process entered into between the BORROWER and NAVIERA F. TAPIAS, S.A.,
      which shall be signed within the fifteen (15) days following execution of
      this Agreement.

-     "TIME-CHARTER AGREEMENT": The time-charter Vessel exploitation agreement
      entered into on 31 July 2000 between the BORROWER and Repsol YPF, S.A. (in
      whose position Gas Natural SDG, S.A. has been subrogated) and the
      obligations corresponding to the BORROWER thereunder are guaranteed by
      NAVIERA F. TAPIAS, S.A.

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-     "INCOME ACCOUNT": The account referred to in Clause TWENTY into which loan
      drawdowns will be deposited, as well as all amounts deriving from the
      Time-Charter Agreement and other income that is not intended for another
      specific account.

-     "MAINTENANCE AND REPAIRS ACCOUNT": The account referred to in Clause
      TWENTY into which the amount agreed annually for this purpose between the
      BORROWER and the LENDERS (advised by the Technical Adviser) shall be
      deposited.

-     "RESERVE ACCOUNT": The account referred to in Clause TWENTY into which the
      minimum amounts established in the Basic Case shall be deposited.

-     "INSURANCE ACCOUNT": The account referred to in Clause TWENTY into which
      the amount agreed annually for this purpose between the BORROWER and the
      LENDERS (advised by the Technical Adviser) shall be deposited.

-     "DRY DOCK ACCOUNT": The account referred to in Clause TWENTY into which
      the amount agreed annually for this purpose between the BORROWER and the
      LENDERS (advised by the Technical Adviser) shall be deposited.

-     "SHORT AND LONG TERM FINANCIAL DEBT": The quantitative sum of the various
      items that can be integrated in the total of heading (D) Long Term
      Creditors and heading (E) Short Term Creditors in groups I, II, III of the
      standard model Balance Sheet regulated in the General Accounting Chart
      approved by RD 1643/1990, of 20 December, or its sectorial adaptation, as
      the case may be.

-     "LIVE DEBT": All amounts outstanding for any item by the BORROWER on a
      determined date, in accordance with the provisions of this Agreement.

-     "CALENDAR DAY": All days in the Gregorian calendar. In the event of
      periods shown in days, these shall be understood to be calendar days at
      all times.

-     "BUSINESS DAYS": For the purpose of calculation of interests, a business
      day according to the TARGET calendar and, for all other purposes, any
      business day for banking purposes in Madrid and, for the purpose of this
      Agreement, it is expressly understood that Saturday is not a business day.

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-     "REPSOL ADDITIONAL UNDERTAKINGS DOCUMENT": The document dated 31 July
      2000, whereby REPSOL YPF, S.A./GAS NATURAL SDG, S.A. assume determined
      additional undertakings in relation to the Time-Charter Agreement
      vis-a-vis the LENDERS.

-     "FINANCIAL DOCUMENTS": This agreement and any other agreement or document
      granted to secure the obligations of the BORROWER pursuant to this loan,
      as well as the IRS Agreements.

-     "NET DEBT": The quantitative difference on a determined date in respect
      of 31/07/2000 of amounts outstanding by virtue of the following items:
      loan, credit, discount agreements, overdrafts in current accounts,
      securities issues, financial leasing agreements with or without a purchase
      option, liability for the purchase of assets with a deferred price, as
      well as subordinate and participative loans or credits.

-     "MANAGERS": CAIXANOVA, LA CAIXA, AHORRO CORPORACION FINANCIERO, S.V.B.,
      S.A., CAJA MADRID and ICO.

-     "AMORTISATION DATE": Each of the dates on which the BORROWER is obliged to
      amortise the Loan in accordance with Clause FOURTEEN.

-     "RATIO CALCULATION DATE": 15 February and 15 August of each year while the
      Financial Documents are in force, the first of which shall be 15 February
      2004.

-     "INTEREST SETTLEMENT DATES": A day on which interest accrued shall be
      accountable, in accordance with Clause TWELVE.

-     "EARLY AMORTISATION DATE": That indicated as such in accordance with the
      provisions of Clause TWENTY-ONE.

-     "FINAL MATURITY DATE": The date indicated in Clause Two.

-     "CHARTER": The amounts accrued pursuant to the Time-Charter Agreement,
      consisting in the sum of the Capex Element and the Opex Element.

-     "EQUITY": The quantitative sum of the various items that can be included
      under Heading (A) of the Liabilities side of the standard Balance Sheet
      regulated by the General Accounting Chart approved by RD 1643/1990, of 20
      December, or its adaptation to the naval sector, as the case may be.

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-     "EXPLOITATION EXPENSES": Expenses in relation to personnel, maintenance,
      management, administration, insurance and dry dock fees.

-     "TOTAL AMOUNT": The amount shown in point one of Clause TWO of this
      Agreement.

-     "INCOME FROM EXPLOITATION": That obtained from the Time-Charter Agreement
      and from payments received from insurance companies.

-     "MONTH": The period between a determined day and the day with the same
      numeral of the following month, unless that month has no day with that
      numeral, in which case it shall end on the last day of that month.

-     "OPEX ELEMENT": That part of the Charter defined as such in the
      Time-Charter Agreement.

-     "PARTICIPATION": In relation to each of the LENDERS, the amount with which
      each of these participates in this Agreement.

-     "INTEREST PERIODS": The time periods into which the life of the Loan is
      divided for the purpose of accrual and settlement of interests.

-     "AMORTISATION PERIOD": The period of time between the end of the Drawdown
      period and the Final Maturity Date.

-     "DRAWDOWN PERIOD": the period of time between signature of this Agreement
      and (i) 15 August 2003, or (ii) the end of the Construction, should this
      occur first.

-     "CONSTRUCTION PERIOD": The period of time between the date of effect of
      the Construction Agreement and delivery of the Vessel.

-     "PRINCIPAL": The amount given to the BORROWER, by drawdown of the Loan,
      minus, as the case may be, amounts amortised, in anticipation or
      otherwise, in accordance with the provisions of this Agreement.

-     "FORTNIGHT": The time between a day of a determined week and the following
      day with the same denomination in the second consecutive week in the
      calendar, both inclusive.

-     "ANNUAL DEBT SERVICE COVERAGE RATIO": The ratio between (i) Cash Flow
      before financial expenses accrued during the last 12-month period and (ii)
      the Annual Debt Service in the same period.

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-     "DEBT RATIO": The ratio between the Short and Long Term Financial Debt and
      Equity.

-     "REFUND GUARANTEE": The guarantees granted by one or several entities
      acceptable to the LENDERS in an amount equivalent to each of the drawdowns
      of this Loan to secure repayment of the amounts given to the Shipyard in
      those events in which that refund is to be made, in accordance with the
      Construction Agreement. Those guarantees may be granted either in the form
      of bonds or in the form of frozen and pledged deposits.

-     "WEEK": The time between a day of a determined week and the following day
      with the same denomination in the first consecutive week in the calendar,
      both inclusive.

-     "ANNUAL DEBT SERVICE": At all times, the annual amortisation quota
      established in Clause FOURTEEN, plus annual interests calculated on the
      live capital of this Agreement.

-     "TRANCHE A": The tranche in a maximum amount of 123,000,000 (one hundred
      and twenty-three million) euros into which the Loan shall be divided at
      the end of the Drawdown Period.

-     "TRANCHE B": The tranche in a maximum amount of 31,000,000 (thirty-one
      million) euros into which the Loan shall be divided at the end of the
      Drawdown Period.

TWO.- GRANTING OF THE LOAN, PURPOSE AND DURATION

By virtue of this Agreement, the LENDERS grant, and the BORROWER accepts, a
Commercial Loan (hereafter "the Loan") which the latter shall undertake to
dispose of in its entirety, to repay the amount provided and to pay interests,
commissions and expenses in accordance with the terms of this Agreement.

1.-   The Total Amount of this Loan is 154,000,000 (one hundred and fifty-four
      million) euros, which shall be divided into two tranches at the end of the
      Drawdown Period.

      The amount of Tranche A is up to 123,000,000 (one hundred and twenty-three
      million) euros. The amount of Tranche B is up to 31,000,000 (thirty-one
      million) euros.

      Those amounts include interests accrued and capitalised during the
      Drawdown Period and, accordingly, the maximum amount of Drawdowns during
      that period shall not exceed 138,800,000 (one hundred and thirty-eight
      million eight hundred thousand) euros.

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2.-   The Total Amount of the Loan shall be applied to finance the construction
      of the Vessel, shipowner's expenses, interests capitalised during
      construction, opening commission and other expenses.

      No LENDER, and not even the AGENT, shall assume the obligation to control
      that the BORROWER applies the Loan to the purpose agreed; nevertheless,
      the Agent shall be entitled to request all information that may be
      reasonably deemed advisable.

      Alteration of the application of the Loan shall represent default on an
      essential condition of the Agreement and may represent a cause for
      maturity of the Loan, at the discretion of the LENDERS.

3.-   The Loan shall have a duration until 31 August 2023. Accordingly, 31
      August 2023 shall be the final maturity date of this Agreement
      (hereinafter "Final Maturity Date"), on which the BORROWER shall pay the
      LENDERS all amounts outstanding at that time in respect of Principal,
      commissions, interests or any other item, by virtue of this Agreement,
      unless Early Amortisation is made in accordance with the provisions of
      Clause FIFTEEN and without prejudice to the amortisation calendar
      established in Clause FOURTEEN.

THREE.- DISTRIBUTION

The Total Amount of the Loan shall be distributed among the LENDERS as follows:

<TABLE>
<CAPTION>
                 TOTAL PARTICIPATION        TOTAL              TOTAL         PARTICIPATION    PARTICIPATION
                    IN DRAWDOWNS        PARTICIPATION          AMOUNT           TRANCHE A       TRANCHE B
LENDERS                (EUROS)               (%)                             (%)              (%)
<S>              <C>                    <C>                 <C>              <C>              <C>
Caixa Nova            55,520,000             40%             61,600,000         44.4800%           22.222%
La Caixa              27,760,000             20%             30,800,000         22.2400%          11.1110%
Caja Madrid           27,760,000             20%             30.800,000         22.2400%          11.1110%
ICO                   27,760,000             20%             30,800,000         11.0400%          55.5560%
TOTAL                138,800,000            100%            154,000,000             100%              100%
</TABLE>

During the Drawdown Period, each Drawdown shall be made pro rata to the Total
Participation of the Lenders in this Loan.

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FOUR.- DRAWDOWN OF FUNDS

1.-   (A) Conditions necessary for the first drawdown.

      It shall be a necessary condition for the BORROWER to make the first
      Drawdown of the Loan that the following documents are in the possession of
      the AGENT and to its satisfaction:

      (i)   Certificate of the resolution adopted by the Board of Directors or
            competent body of the BORROWER and of the GUARANTOR, authorising
            signature of this Agreement and granting power to one or several
            representatives thereof for signature and drawdown.

      (ii)  Copies of the deed of incorporation and articles of association in
            force of the BORROWER and of the GUARANTOR, duly registered in the
            Companies Register.

      (iii) Duly signed copies of (i) the Vessel Construction Agreement, (ii)
            the Time-Charter Agreement, and (iii) the Repsol Additional
            Undertakings Document, all in conditions acceptable to the AGENT.

      (iv)  Refund Guarantee duly assigned to the LENDERS and in terms
            acceptable thereto, in an amount equivalent to the first drawdown
            and which shall similarly guarantee the pertinent interests.

      (v)   Valid constitution of the guarantees established to secure this
            Agreement and, in particular, those referred to in clause
            TWENTY-SIX.

      (B)   Conditions necessary for the second and successive drawdowns.

      It shall be a necessary condition for the BORROWER to make the second and
      successive Drawdowns of the Loan that the following documents are in the
      possession of the AGENT and to its satisfaction:

      (i)   Refund Guarantee or other satisfactory guarantee in an amount
            equivalent to each respective drawdown and which shall similarly
            guarantee the pertinent interests, and

      (ii)  Execution of the Management Agreement in conditions acceptable to
            the AGENT.

      Similarly, the following shall be necessary common conditions for the
      first and successive drawdowns of the Loan by the BORROWER:

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            -     That the Declarations and Guarantees granted by the BORROWER
                  in this agreement are fully in force.

            -     That no cause for Early Maturity or circumstance that could
                  lead thereto arises when Drawdown is made.

2.-   The BORROWER shall dispose of the Total Amount of the Loan by successive
      drawdowns, in accordance with the following calendar:

<TABLE>
<CAPTION>
  DATE            AMOUNT (EUROS)
<S>               <C>
 2/10/00           21,879,000
15/04/01           21,879,000
15/08/01           21,879,000
15/08/02           21,879,000
15/08/03           51,284,000
</TABLE>

      In the event that the date on which the last drawdown is to be made does
      not coincide with the Date of Delivery of the Vessel, the BORROWER shall
      be obliged, in all events, to dispose of the amount corresponding to that
      drawdown although the amount of 5,950,000 euros shall be frozen as a
      minimum unavailable balance in the Income Account and that amount shall
      only be disposed of on the date on which the Vessel is actually delivered.

      Failure by the BORROWER to draw down the Total Amount of the Loan pursuant
      to the above calendar and in the amounts indicated shall determine the
      obligation to pay costs associated, as the case may be, with amendment or
      termination of the IRS Agreements and other financial costs in which the
      LENDERS may incur in relation thereto, without prejudice to payment of the
      Availability Commission mentioned in Clause FIVE.

      The application for drawdown shall be made by telex or telefax and a
      subsequent letter of confirmation signed by the person or persons granted
      sufficient authority from the BORROWER and shall be received by the AGENT
      no later than 10.00 (ten) a.m. on the third Business Day prior to the
      drawdown date, indicating the exact amount of the drawdown to be made and
      the exact date on which it is intended to be made ("Drawdown Date").

      Once the AGENT has received the application for drawdown pursuant to the
      above requirements and conditions, it shall be binding upon both parties,
      and the BORROWER shall be obliged to dispose of the amount applied for on
      the date, in the amount and other conditions described.

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      The Agent shall notify the application for drawdown to the other LENDERS
      by telex or telefax no later that Two (2) p.m. on the third Business Day
      prior to the Drawdown Date, indicating the amount to be contributed by
      each LENDER in accordance with its respective Participation in the Loan.
      Each LENDER shall place at the disposal of the AGENT, before Ten (10) a.m.
      on the Drawdown Date, by deposit into the account designated by the AGENT
      at all times, of the amount that corresponds in accordance with its
      percentage of participation in the Loan, with value date on the same day,
      and each LENDER shall, simultaneously, advise the AGENT by telex or
      telefax.

      The BORROWER shall receive the funds applied for following payment into
      the Income Account, and these funds shall be applied in accordance with
      the provisions of Clause TWO.

      Notwithstanding the above, the first Drawdown Date shall be 2 October 2000
      and, accordingly, it shall be understood that the abovementioned
      formalities have been carried out for the purpose of the first drawdown,
      and the amount corresponding to that drawdown shall be deposited with that
      date.

3.-   At the end of the Loan drawdown, instalments shall be shown in a schedule
      to this Agreement, using the model given in Schedule II granted between
      the BORROWER and the AGENT, acting on behalf of each of the LENDERS, of
      which a copy shall be sent to the BORROWER and to each of the LENDERS.
      That schedule shall be incorporated in this Agreement as an integral part
      hereof. It shall be signed when the last drawdown has been made, and the
      BORROWER shall undertake to appear before the notary public indicated by
      the Agent for such purpose.

4.-   All amounts drawn down during the Drawdown Period plus interests
      capitalised shall be consolidated and divided at that time into Tranches A
      and B of the Loan, provided the sum of both amounts does not exceed the
      limits established for each Tranche; otherwise, the BORROWER shall be
      obliged to repay the excess in anticipation.

FIVE.- COMMISSIONS

1.-   Opening Commission (Tranche A)

      An opening commission shall accrue, payable on the date of signature of
      this Agreement, in an amount of 1,440,000 euros, to be distributed among
      the LENDERS in the manner agreed therebetween.

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        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [17/186]

2.-   Opening Commission (Tranche B)

      An opening commission shall accrue, payable on the date of signature of
      this Agreement, in an amount of 360,000 euros, to be distributed among the
      LENDERS in the manner agreed therebetween.

3.-   Availability Commission

      An availability commission of 0.35% per annum to be settled monthly and
      payable to the Agent for distribution among the LENDERS, in the manner
      agreed therebetween, shall accrue on the average non-drawn down balance
      during the immediately preceding quarter. That commission shall only be
      applied if the drawdown calendar established in Clause FOUR above is not
      observed.

4.-   Agency Commission

      An annual agency commission shall accrue in the amount and other
      conditions agreed in a separate letter with the Agent.

SIX.- RIGHTS AND OBLIGATIONS OF THE LENDERS

1.-   The rights and obligations corresponding to each LENDER by virtue of this
      Agreement shall be joint. Rights may be exercised by each holder with full
      autonomy and independence of the rights to be exercised by another LENDER,
      unless otherwise expressly arranged in this Agreement.

2.-   Any of the LENDERS, in accordance with the terms of this Agreement, shall
      be entitled to perform extrajudicial acts addressed at the conservation
      and defence of its own rights and those of the other LENDERS. Each LENDER
      shall be entitled to exercise its own rights judicially in the terms of
      Clause TWENTY-ONE.

3.-   In the event that any LENDER should fail to perform its obligations in the
      terms of this Agreement, this circumstance shall not affect the other
      LENDERS which shall only be obliged individually, without prejudice to
      actions to which the BORROWER is entitled against the infringing entity.

4.-   In those contractual events in which it may become necessary, it shall be
      understood that a MAJORITY of LENDERS is formed by the group of those
      whose undertakings or, at the end of the Drawdown Period, disbursed
      capitals pending repayment, represent more than fifty percent (50%) of the
      Loan Principal at any time.

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        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
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SEVEN.- EVIDENCE AND CALCULATIONS

1.-   For the purpose of this agreement, the AGENT shall open and keep a special
      account in the name of the BORROWER in its books. In that account, the
      AGENT shall debit the amount of successive Loan drawdowns, as well as
      interests, commissions, expenses, delay interests, additional costs and
      all other amounts accrued, in accordance with this Agreement, and which
      are payable by the BORROWER. Similarly, all amounts received by the AGENT
      from the BORROWER shall deposited therein for distribution among the
      LENDERS, so that the balance of this account represents the Live Debt at
      all times.

2.-   In addition to the unified account described in the preceding point, each
      of the LENDERS shall open and keep a special Loan account in the name of
      the BORROWER in its books, in which it shall debit the amounts deposited
      therein through the AGENT, plus interests, commissions, expenses and delay
      interests, additional costs and any other amounts payable by the BORROWER
      to that LENDER in respect of any of the items shown in this Agreement, and
      into which it shall pay all amounts received by the LENDER from the
      BORROWER through the AGENT.

3.-   In the event of assignment pursuant to the provisions of Clause
      TWENTY-THREE, the Assignor shall totally or partially cancel those
      accounts, and the assignee shall pay the pertinent amounts.

4.-   It is expressly agreed that, for the purpose of accountability in judicial
      proceedings that may be brought in events of normal or early maturity of
      this Agreement, in accordance with its terms, the balance shown when the
      AGENT or the corresponding LENDER closes the accounts mentioned in the
      preceding points shall be considered a liquid and accountable balance,
      barring error to the contrary.

      To accredit the liquid amount of the balance accountable, it shall suffice
      for the AGENT or the LENDER to attach a certificate authorised by a Notary
      Public to this document, accrediting the balance or debt claimed, that
      this balance coincides with that shown in the aforementioned accounts
      opened for the BORROWER by the AGENT or by the LENDER in question, and
      that settlement was made in the manner agreed by the parties in this
      Clause, in accordance with the provisions of article 1.435 of the Civil
      Procedure Act.

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        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [19/186]

      Accordingly, to exercise executive action against the BORROWER, including
      events of termination of this Agreement or loss of the grace period by the
      BORROWER, it shall suffice to present:

      (i)   any one of the signed and mediated copies of this Agreement;

      (ii)  the certificate accrediting that the Agreement coincides with what
            is shown in the Notary's Protocol; and

      (iii) the irrefutable or mediated document that incorporates the balance
            certificate issued by the LENDERS and which fulfils the remaining
            legal requirements.

EIGHT.- INTEREST PERIODS

1.-   The life of the Loan shall be divided into Interest Periods, which shall
      have a duration of one (1) month, during the Drawdown Period and during
      the Amortisation Period. Interest Periods shall coincide with calendar
      months, so that the first Interest Period shall run from the first
      Drawdown Date until the last day of the calendar month in which that
      drawdown was made. Similarly, an Interest Period may have a shorter
      duration that one month if commencement of the Amortisation Period does
      not coincide with a calendar month.

      Maturity of each Interest Period shall in no event be subsequent to the
      Final Maturity Date of the Loan or successive Amortisation Dates.

2.-   Each Interest Period shall commence on the date of termination of the
      immediately preceding Interest Period. To calculate the various Interest
      Periods, it shall be understood that the first day thereof is included in
      that Interest period and the last day is excluded.

3.-   In the event that, in accordance with the procedure established in Clause
      NINE, point two, and Clause TEN, it is not possible to apply the
      aforementioned Interest Period, due to the absence of quotation, the
      Interest Period shall be reduced depending on whether a quotation exists.

NINE.- ORDINARY RATE OF INTEREST

1.-   The Ordinary Rate of Interest applicable to the Loan shall be calculated
      by the AGENT, by adding the Margin applicable to EURIBOR, as described
      hereinbelow.

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        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
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      If the sum of EURIBOR and the Margin is not a multiple of 1/16%, it shall
      be rounded up to the nearest multiple of 1/16%.

2.-   EURIBOR (Euro Interbank Offered Rate) shall be the rate calculated and
      distributed by the BRIDGE financial information system ordered by the FBI
      (Federation Bancaire de l'Union Europeenne), currently published on the
      Reuter EURIBOR 01 screen at approximately 11 (eleven) a.m. on the second
      Business Day according to the TARGET (Trans-European Automated Real-Time
      Gross Settlement Express Transfer System) prior to the date of
      commencement of the pertinent Interest Period, for deposits in euros for a
      term equal to the Interest Period in question, increased by any tax, rate,
      levy or surcharge applied or that may be applied in the future to this
      type of operations, plus normal mediation costs which, as the case may be,
      may be applicable and taxes thereon.

3.-   The Margin shall be:

      (i)   during the Drawdown Period, 0.70% per annum on EURIBOR;

      (ii)  during the Amortisation Period, 1.10% per annum on EURIBOR for
            Tranche A and 1.30% per annum on EURIBOR for Tranche B.

4.-   Calculation of the total amount of interests accrued in each period shall
      be made in accordance with the following formula:

      Interests = Capital pending repayment plus interests capitalised and
                  accrued at the beginning of each period, multiplied by one
                  percent of nominal ordinary interest and by the number of
                  calendar days in the period and all divided by THREE HUNDRED
                  AND SIXTY (360) DAYS.

5.-   The corresponding Equivalent Annual Rate (E.A.R.) shall be calculated in
      accordance with the mathematical formula contained in appendix number 5 to
      Circular 8/1990, issued by the Bank of Spain, published in Official State
      Gazette no. 226, of 20 September 1990, amended by circular 13/1993, issued
      by the Bank of Spain, published in Official State Gazette no. 313, and
      shall be communicated by the AGENT to the BORROWER, by telex or telefax,
      along with the nominal interest rate that results for the interest period
      in question.

6.-   In the event of Interest Periods with a duration other than those
      established in Clause EIGHT 1 for which no quotation has been published by
      BRIDGE, the rate corresponding to the closest duration for which a
      quotation is offered by BRIDGE shall be applied, to which all items shown
      in Clause NINE 2 and the Margin shall be added.

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                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [21/186]

7.-   The interest rate applicable to the first Interest Period shall be
      5.5625%.

TEN.- REPLACEMENT RATE OF INTEREST

1.-   PRINCIPAL REPLACEMENT RATE OF INTEREST

      Whenever it is impossible to determine the rate of interest in accordance
      with the provisions of Clause NINE 2 above, the replacement rate of
      interest to be applied shall be the result of the sum of EURIBOR, as
      defined in Clause NINE for interest periods with a shorter duration, plus
      the margin established in Clause NINE 3, rounded up, if necessary, to the
      nearest multiple of 1/16%.

2.-   SUBORDINATE REPLACEMENT RATE OF INTEREST

      In the event that it is not possible either to determine, due to market
      circumstances, the rate of interest applicable in accordance with the
      provisions of the preceding point, a subordinate replacement rate of
      interest shall be applied during that period, determined in the manner
      established in the following paragraphs, which shall be communicated by
      the AGENT to the BORROWER on the same day as the corresponding rate of
      interest is established, which shall be determined by adding the following
      components:

            -     the arithmetical mean of interbank rates of interest offered
                  to the Reference Banks in the Euro Zone Interbank Market, at
                  approximately 11:00 a.m. on the business day immediately prior
                  to that of commencement of the interest period, for deposits
                  of an equal amount or considerably equal to the amount of loan
                  pending amortisation, and for a term equal to the interest
                  period in question, increased by:

            -     Taxes, rates, contributions, State or other surcharges, levied
                  on interests on deposits obtained in the interbank market.

            -     The Margin, in accordance with point 3 of Clause NINE above.

      The result of adding the aforementioned components shall be rounded up, if
      necessary, to the nearest multiple of 1/16%.

      For the purpose of this Clause, the Reference Banks are:

      Banco Santander Central Hispano, S.A.
      Banco Bilbao Vizcaya Argentaria
      Deutsche Bank

      The mechanism for determining the replacement rate of interest shall be:

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        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [22/186]

      The Reference Banks shall advise the AGENT, during the morning of the
      business day prior to the date of commencement of the pertinent interest
      period, the interbank rates of interest applicable with which the AGENT
      must calculate, on the same day, the arithmetical mean to be used as a
      basis to determine the EURIBOR Replacement Rate of Interest applicable to
      the interest period in question and to the amount in question, which it
      shall communicate to the BORROWER and to the LENDERS in accordance with
      the provisions of this point.

      In the event that any Reference Bank should fail to indicate that rate of
      interest or in the event that the Reference Banks have not been offered
      term deposits equivalent to the interest period in question in the Euro
      Zone Interbank Market, the arithmetical mean shall be ascertained from
      among those quoted, provided that at least two of the Reference Banks are
      involved.

      Any of the Reference Banks shall cease to be so when they fail to make the
      communications required, in accordance with the provisions of the
      preceding point of this Clause, in relation to two or more interest
      periods.

      In the event that any of the Reference Banks were to merge, be absorbed by
      or absorb another credit institution, it shall be substituted for the
      purposes established in the Clauses of this Agreement by the new
      institution that results. If, on the contrary, spin-off of any of the
      Reference Banks should take place, the BORROWER shall be entitled to opt
      for one of the spun-off institutions.

      Substitution of those Reference Banks shall be formalised by a new
      appointment agreed, at the proposal of the AGENT, by the Majority of
      LENDERS, with the consent of the BORROWER.

      Having established the replacement rate of interest, either principal or
      subordinate, the BORROWER and all LENDERS shall be advised before 9:00
      a.m. on the day of commencement of the interest period.

3.-   REINSTATEMENT OF THE ORDINARY RATE OF INTEREST

      The Replacement Rate of Interest, both Principal and Subordinate, shall be
      applied while the circumstances on which it is based remain in force and
      the Ordinary Rate of Interests shall again be applied as soon as the Euro
      Zone Interbank Market permits, and shall be immediately notified by the
      AGENT to the BORROWER.

      In the event of application of Replacement rates of Interest, as many
      settlements as there are different replacement rates used shall be made,
      each for the number of days of application of the respective rate, and
      shall be paid by the BORROWER every fortnight, capitalised if the Interest
      Period of the Replacement Rate of Interest had a duration of less than
      fifteen (15) days or at the end of the shorter period that may result in
      the event of reinstatement of application of rates of interest rates based
      on Ordinary EURIBOR.

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        'WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [23/186]

ELEVEN.- COMMUNICATION AND ACCEPTANCE OF THE RATE OF INTEREST APPLICABLE

1.-   The AGENT shall calculate the rate of interest applicable to the Interest
      Period in question, in accordance with the provisions of the preceding
      Clauses, which it shall communicate by telex or telefax to the BORROWER
      and to the other LENDERS on the Business Day immediately prior to the date
      of commencement of the corresponding Interest Period and before Two (2:00)
      p.m.

2.-   The BORROWER shall, in turn, inexcusably, before 9:30 a.m. on the day of
      commencement of the Interest Period in question, confirm its acceptance of
      the rate of interest proposed to the AGENT by telex or telefax. The
      BORROWER shall not refuse to accept the rate of interest communicated by
      the AGENT, barring manifest error that has not been corrected when
      determining the rate of interest. For all purposes, it is expressly agreed
      that if, for any reason, the BORROWER does not advise its decision to the
      AGENT, within the time agreed, it shall be understood at all times that
      the rate of interest is accepted.

3.-   In the event of an error detected in calculation of the Rate of Interest
      applicable, while the Interest Period is in course, it shall be
      immediately remedied by the AGENT, and that remedy shall be effective as
      from the date of commencement of application of the erroneous rate.

4.-   For the purpose of the Rate of Interest applicable to the First Interest
      Period and inasmuch as this is determined in this Agreement, the Parties
      have completed the formality to which this Clause refers.

TWELVE.- INTEREST ACCRUAL AND SETTLEMENT

1.-   Each Drawdown shall accrue daily interest at the Rate of Interest
      established in this Agreement, in favour of the LENDERS.

2.-   Those interests shall be settled and shall be accountable, without the
      need for any requirement, at maturity of each Interest period and shall be
      paid before 10:30 a.m. on the last day of each Interest Period.
      Exceptionally, interests accrued during the Drawdown period shall be
      capitalised together with the principal drawn down for the purpose of
      accrual of new interests, and shall be settled in their total amount
      capitalised on the last date of the Drawdown period. The amount of those
      interests capitalised and settled shall be added to the figure of
      principal drawn down for the purpose of division of the Loan into Tranche
      A and Tranche B, which shall be made on that same Date.

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                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [24/186]

3.-   When calculating the interests to be settled on each Interest Settlement
      Date, a Three Hundred and Sixty (360) day year (base A/360) shall be used,
      and those interests shall be calculated on the exact number of Calendar
      Days that have elapsed in each case and on the amounts drawn down.

THIRTEEN.- DELAY INTERESTS

1.-   Without prejudice to the right of termination established in Clause
      TWENTY-ONE, if any of the payments to be made by the BORROWER in respect
      of any item is not made on the date established in this Agreement, the
      amounts pending payment shall be deemed capitalised at simple interest
      and, as from the date following their maturity, shall accrue a Delay
      Interest in favour of the LENDERS, without the need for any requirement,
      which shall accrue daily and shall be settled on the payment date by the
      BORROWER or, as the case may be, monthly, based on a Three Hundred and
      Sixty (360) day year, and which shall be determined by adding Two (2)
      points to the Ordinary Rate of Interest.

      Delay interests shall be paid voluntarily by the BORROWER at any time or,
      as the case may be, coinciding with the settlement date.

2.-   In accordance with the provisions of article 317 of the Commercial Code,
      Delay Interests matured and unpaid shall be capitalised monthly and as an
      increase in capital due shall, in turn, accrue new interest at the Rate of
      Delay Interest applicable in accordance with the provisions of the
      preceding point.

3.-   Settlements of Delay Interests shall be notified by the AGENT to the
      BORROWER.

FOURTEEN.- NORMAL AMORTISATION OF THE LOAN

1.-   Amortisation of Tranche A

      Tranche A shall be amortised in [240] monthly and consecutive amortisation
      instalments, the first of which shall coincide with the first month
      following the end of the Drawdown Period, and the last with the Final
      Maturity Date, in accordance with the calendar attached to this Agreement
      as Schedule III. Nevertheless, that calendar may be modified on the day
      the IRS Agreements are concluded and, in such event, the content of
      Schedule III shall be replaced by the new calendar.

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                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [25/186]

2.-   Amortisation of Tranche B

      Tranche B shall be amortised in one single payment coinciding with the
      Final Maturity Date.

3.-   Amortisation Dates shall coincide with an Interest Settlement Date and the
      Interest Period in question shall be adjusted accordingly.

4.-   From the amounts amortised, the Agent shall pay the LENDERS the
      proportional amount corresponding to their respective participation, by
      deposit into the account communicated to the Agent by each LENDER for such
      purpose, and on the same date as the amortisation in question is made.
      Should the Agent receive a repayment lower than that due, it may
      distribute the amount actually received to the LENDERS in proportion to
      their participations, without prejudice to the action to which each of the
      LENDERS is entitled to recover the difference.

FIFTEEN.- EARLY AMORTISATION

A) VOLUNTARY EARLY AMORTISATION

1.-   The BORROWER may totally or partially amortise the Loan Principal in
      anticipation, provided:

      a)    it is made in minimum amounts of 500,000 euros and for higher
            amounts, in multiples of 100,000 euros, unless the BORROWER wishes
            to amortise the entire Live Debt in anticipation;

      b)    it is made with a minimum notice period of Twenty (20) Business Days
            if amortisation is intended during the Drawdown Period or Thirty
            (30) calendar days if amortisation is intended during the
            Amortisation Period, in respect of the date on which early
            amortisation is to become effective, and this date coincides with
            the end of an Interest Period;

      c)    the BORROWER indemnifies any party concerned for damage or loss
            caused as a result of such early amortisation, including early
            amortisation or cancellation of coverage operations or any
            operations in relation to this Loan.

      Voluntary early amortisation shall not accrue any commission unless the
      funds used for that purpose originate from financing granted by other
      financial institutions, in which case it shall accrue an early
      cancellation commission of 1% of the amount amortised.

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                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [26/186]

      The amounts to which Early Amortisation refers shall not be drawn down
      subsequently.

2.-   Amounts so amortised shall be applied proportionately to both Tranche A
      and Tranche B and, within Tranche A, in inverse chronological order of
      amortisation quotas established.

      Notwithstanding the provisions of the preceding point, if the BORROWER is
      obliged to make payments due and accountable by virtue of the Financial
      Documents, the AGENT shall apply the amounts received in accordance with
      Clause SEVENTEEN and, as the case may be, shall apply the excess to
      Voluntary Early Amortisation established in this clause.

3.-   Once the AGENT has received any application for Voluntary Early
      Amortisation, it shall notify the other LENDERS by telex or telefax, no
      later than the Business Day following receipt of the application.

      Notification shall be irrevocable and failure, as the case may be, to
      effect the amortisation in question, both on the date established and with
      regard to its amount, shall be deemed a default on the Agreement for the
      purposes established in Clause TWENTY-ONE.

B) COMPULSORY EARLY AMORTISATION

      The BORROWER shall undertake to amortise the Loan in anticipation in the
      event of a total loss of the Vessel, as defined in the pertinent insurance
      policies. Compulsory early amortisation shall be made no later than 120
      calendar days following occurrence of the total loss and the amount of
      Live Debt under both Tranches shall be repaid as well as the pertinent
      amount of indemnity in accordance with point A)1.c) above.

SIXTEEN.- PAYMENTS BY THE BORROWER

1.-   The BORROWER shall make all payments undertaken by virtue of the
      provisions of this Agreement in respect of Principal, interests,
      commissions, expenses and any other item on the date of amortisation of
      Principal, on the respective interest payment dates or on the dates
      established for the payment of commissions or on which these take place,
      plus other transferable expenses, and at all times before Ten Thirty
      (10:30) a.m. on those dates and into the Income Account held with the
      agent, for which purpose the AGENT is irrevocably authorised to make the
      pertinent debits.

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                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [27/186]

2.-   The BORROWER shall make all payments as provided above as a matter of law
      and without the need for any special requirement by the LENDERS.

3.-   All payments shall be made by the BORROWER net and free of any tax,
      deduction or withholding from or on account of any type of tax that may be
      levied, at the present time and/or in the future, on those payments.

      In the event that the legal obligation is established to make deductions
      or withholdings from or on account of any type of tax, the amount due
      shall be increased so that, having made that deduction or withholding, the
      amount received by the LENDER has exactly the same financial value as that
      it would have received had the tax, withholding or deduction not been
      made.

      Having made those deductions or withholdings, the BORROWER shall furnish
      the LENDER, as the case may be, the pertinent document accrediting that
      this deduction or withholding has been made, as soon as possible.

      In the event that, having made the deduction or withholding in accordance
      with the terms established above, the LENDERS should subsequently obtain a
      tax benefit deriving from that deduction or withholding, they shall pay
      the BORROWER the amounts of those tax benefits obtained from the deduction
      or withholding made.

4.-   Receipt by the AGENT of payment of the Loan Principal, albeit with no
      express reservation of the right to interests agreed, shall not extinguish
      the obligation of the BORROWER in respect thereof.

5.-   The payment of fees to advisers and professional mediating in the
      operation shall be excluded form this clause, which shall be paid in
      accordance with the terms of the pertinent invoices and including the
      withholding applicable.

SEVENTEEN.- ALLOCATION OF PAYMENTS AND COMPENSATION

All payments made by the BORROWER to the AGENT, in accordance with this
Agreement, for distribution among the LENDERS, shall be applied to the following
items and in the order given below:

1.-   Delay interests.

2.-   Expenses and Taxes due.

3.-   Procedural costs and expenses.

4.-   Commissions due.

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        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [28/186]

5.-   Interests accrued and matured.

6.-   Principal.

The same allocation shall be made in the event that payment, notwithstanding
what is established in this Agreement and due to extraordinary circumstances, is
made by the BORROWER to any of the LENDERS, without prejudice to pro rata
distribution to be made in accordance with the provisions of Clause TWENTY-TWO.

The BORROWER irrevocably grants power and authority to the AGENT to apply
balances existing in its favour in any current or savings accounts, term or
other deposits, which the BORROWER holds with the AGENT, at the present time or
in the future, to the payment of amounts due by virtue of this Agreement,
including the realisation of any type of securities deposited by the BORROWER
with the AGENT for the purpose of applying the product obtained to the same end.

EIGHTEEN.- DECLARATIONS AND GUARANTEES

1.-   The LENDERS grant this Loan in consideration of the following declarations
      and guarantees which the BORROWER and the GUARANTOR solemnly make and
      which shall be understood to be implicitly repeated at maturity of each
      Interest Period:

      i)    The BORROWER and the GUARANTOR are validly incorporated companies
            existing in accordance with the laws of Spain and perform the
            activities and businesses inherent to their business purpose.

      ii)   The BORROWER has a share capital of 6,000,134 euros, divided into
            99,670 shares with a par value of 60.20 euros each, fully subscribed
            and 50% of which is paid-up, and those shares are owned by NAVIERA
            F. TAPIAS, S.A. (99,669 shares) and by Mr. Fernando Fernandez Tapias
            (1 share), free of any charge encumbrance or third party right, with
            the exception of the pledge constituted to secure this Loan.

      iii)  The BORROWER and the GUARANTOR have full capacity to execute and
            perform this Agreement and have irrevocably adopted all corporate
            resolutions and measures necessary for its execution and
            performance, which shall remain in force so that the obligations
            contracted by the BORROWER and the GUARANTOR by virtue of this
            Agreement shall be valid, binding and accountable in accordance with
            the terms thereof.

      iv)   The execution and performance of this Agreement do not infringe any
            rule, regardless of its rank, the Articles of Association of the
            BORROWER or of the GUARANTOR or any Agreement or contract of any
            nature to which the BORROWER or the GUARANTOR are a party, or
            whereby they could otherwise be bound.

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      v)    All payments undertaken by the BORROWER pursuant to this Agreement
            shall be made without any deduction or withholding on account of any
            tax.

      vi)   All information furnished in writing by the BORROWER and the
            GUARANTOR to the AGENT or to the LENDERS, including financial
            information, is correct and accurately shows the situation of the
            BORROWER and of the GUARANTOR and there are no facts or omissions
            that discredit that information.

      vii)  No consent, licence, authorisation or approval from third parties is
            necessary in relation to the execution, validity, performance and
            accountability of this Agreement that was not obtained prior to its
            formalisation, and all these remain fully effective, and no
            circumstance has arisen that could revoke them.

      viii) At the present time, there is no litigation, arbitration or
            procedure of any nature in course or commencement of which is known
            to the BORROWER or the GUARANTOR and which, if resolved against the
            BORROWER would have a substantial negative effect on its business,
            assets, property or financial situation, or its capacity to perform
            the obligations that derive from this Agreement or that could query
            the validity or accountability of this Agreement.

      ix)   At the present time, there is not event which, by itself or in
            conjunction with the passage of time and/or notification or
            requirement, represents an event of default (i) on any agreement to
            which the BORROWER or the GUARANTOR are a party and (ii) on any
            obligation whereby they are bound in any way and which could affect
            the performance of their obligations deriving from this Agreement.
            At the same time, there is not cause for Early Maturity of the
            Agreement or circumstances that could lead to this.

      x)    At the present time, there is no pledge, mortgage, charge or
            encumbrance to which the assets or rights of the BORROWER are
            subject, with the exception of the guarantees constituted to secure
            this Loan.

      xi)   No guarantee has been granted by the BORROWER in favour of third
            parties.

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      xii)  The BORROWER is up-to-date in the payment of all its fiscal and
            other obligations.

      xiii) The BORROWER has no affiliates or subsidiaries.

      xiv)  At the present time, the BORROWER performs the obligations listed in
            Clause NINETEEN.

      xv)   The BORROWER has sufficient and appropriate human and material
            resources to carry out supervision of the Shipbuilding process,
            either by itself or as a consequence of the Management Agreement.

NINETEEN.- OBLIGATIONS OF THE BORROWER AND THE GUARANTOR

The BORROWER and, as the case may be, the GUARANTOR, shall undertake to perform
the following obligations throughout the life of the Loan:

1.-   The BORROWER shall maintain this Loan and the rights deriving herefrom for
      the LENDERS with at least the same preferences, privileges and rank as
      those that derive or that may derive for other creditors of the BORROWER.

2.-   The BORROWER and the GUARANTOR shall furnish the LENDERS, through the
      AGENT, sufficient copies, during the effect of this Agreement, of the
      following documents:

      (i)   As soon as these are available, but in all events within the 6
            months following the close of their financial years, sufficient
            copies of the audit report and annual accounts of the BORROWER and
            the GUARANTOR, proposals made by the auditors for that financial
            year approved or otherwise by their General Shareholders' Meetings.

      (ii)  As soon as these are available, but in all events before 15 February
            and 15 August of each year, the Balance Sheet and Profit and Loss
            Account and Cash Flow calculation closed at 31 December and 30 June
            of the BORROWER, using the same accounting standards as those used
            for the preparation of annual accounts and including the Debt Ratio
            and the Annual Debt Service Coverage Ratio calculations contrasted
            by their auditors.

3.-   The BORROWER and the GUARANTOR shall send the AGENT, within Fifteen (15)
      days, unless other periods are specifically established in this Agreement,
      financial o technical information on the BORROWER or the GUARANTOR that
      may affect their financial capacity, solvency, commercial activity and
      which may reasonably be requested by the AGENT or by any LENDER through
      the AGENT.

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4.-   The BORROWER shall notify the AGENT of the existence of any circumstance
      which, in accordance with the provisions of Clause TWENTY-ONE, could
      represent a cause for Termination of the Agreement and Early Maturity of
      the Loan.

5.-   The BORROWER shall undertake not to abalienate or transfer in any way,
      property or elements that make up its assets and not to grant bonds or
      guarantees, regardless of their nature, nor to make investments in assets,
      regardless of their nature, without obtaining the prior authorisation of
      the LENDERS, with the exception of transfer of the Vessel under a Sale
      Agreement in terms acceptable to the AGENT insofar as this may be
      necessary to develop a financing structure for the Vessel based on the
      beneficiaries of Additional Provision 15 of the Company Tax Act and
      provided the BORROWER continues to hold possession of the Vessel by
      entering into a Bare Boat Charter Agreement in terms equally acceptable to
      the AGENT.

6.-   The BORROWER shall not grant or contract any debt other than that deriving
      from this Agreement or, as the case may be, and if the pertinent
      authorisations are obtained, that deriving from a loan agreement pursuant
      to Royal Decree 442/1994, in terms satisfactory to the Agent, nor
      obligations other than those deriving strictly from the Construction
      Agreement, the Time-Charter Agreement and other agreements associated with
      financing of the Vessel which may be entered into, as the case may be, to
      the satisfaction of the AGENT and the Management Agreement, payments of
      which shall in all events be subordinate to performance by the BORROWER of
      its payment obligations under this Agreement.

      Similarly, the BORROWER shall undertake prompt performance of payment
      obligations with third parties, in respect of any item, and to immediately
      apply any amount received from NAVIERA F. TAPIAS, S.A. by virtue of the
      guarantee referred to in Clause TWENTY-SIX d) to that end.

7.-   The BORROWER shall not perform operations with derivatives, with the
      exception of IRS Agreements, which it shall undertake to formalise before
      31 October 2000. Similarly, the BORROWER shall undertake to keep the costs
      in which it may incur as a consequence of early divestment of financial
      derivatives included in the operation duly insured.

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8.-   The BORROWER shall not

      (i) acquire own shares; or

      (ii) issue or adjudicate new shares without the consent of the LENDERS.

9.-   The BORROWER shall undertake to maintain in force, with full effects, all
      licences, authorisations and permits necessary to perform its activity and
      to comply with the provisions of this Agreement.

10.-  The BORROWER shall undertake to comply duly and punctually with all its
      fiscal, employment and social security obligations throughout the life of
      the Loan.

11.-  The BORROWER shall undertake to communicate any litigation, arbitration or
      procedure of any nature, commenced or commencement of which is known to
      the BORROWER and which, if resolved negatively for the BORROWER, could
      have a substantial negative effect on its businesses, assets property or
      financial situation, on its capacity to perform its obligations deriving
      from this Agreement, or which could query the validity or accountability
      of this Agreement and its guarantees.

12.-  The BORROWER shall undertake to duly and punctually perform all
      obligations incumbent thereon in accordance with the Construction
      Agreement (with the exception of non-substantial amendments and which do
      not affect the financing structure of the Vessel) and the Time-Charter
      Agreement and the Management Agreement, and to claim their performance in
      their own terms and not to grant grace or delay periods nor amend their
      content, nor agree to or permit variations in price without immediately
      notifying the AGENT of any incidents that may arise in relation to the
      Time-Charter Agreement and the Construction Agreement and the Management
      Agreement, and to inform the AGENT at all times, at the request thereof,
      of the progress of construction of the Vessel.

13.-  The BORROWER shall undertake to punctually perform all obligations that
      affect the Vessel and, in particular, those that could lead to attachment,
      arrest or retention with preference to the LENDERS or to any privilege or
      encumbrance in accordance with the Vessel Mortgage Act, with the Brussels
      Convention of 10 April 1926, with the Brussels Conventions of 10 May 1952
      and 27 May 1967 and any other conventions or provisions applicable.

14.-  The BORROWER shall undertake to provide an insurance proposal for the
      Vessel, with a favourable opinion from the Insurance Adviser, within one
      month following signature of this Agreement (on the understanding that the
      BORROWER shall not be held liable for delay in the issue of that Opinion
      for causes exclusively attributable to the Insurance Adviser), and to keep
      the Vessel insured with an acknowledged insurance company in the habitual
      manner among companies in the same sector and for this type of Vessel, and
      to arrange the insurance indicated in the Insurance Advisers's Opinion
      which shall include, at least, the insurance indicated hereinbelow, and,
      in all events, to remain up-to-date in the payment of premiums

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      and to perform the obligations imposed by those insurance policies and not
      to permit the Vessel to sail unless covered by the pertinent insurance or
      to make any use of the Vessel that could annul or jeopardise the policies
      and to designate the beneficiaries of indemnities that may become payable
      to the LENDERS:

      a.    Paralysation due to average (minimum 75,000 euros/day) including
            crew negligence;

      b.    Loss of vessel in a minimum amount of 250,000,000 euros, and this
            amount may be reduced at a rate of approximately 5% per annum during
            the Loan Amortisation Period;

      c.    Gross Average;

      d.    Hull & Machinery, in an amount that covers 125% of the Live Debt at
            all times;

      e.    Strike by Crew;

      f.    Detention of the Vessel, contraband and arrest due to claims against
            other vessels of the shipowner;

      g.    Liability;

      h.    Paralysation due to quarantine;

      i.    Diversion due to disembarkation by crew;

      j.    Pollution and environmental damages;

      k.    Damages to the cargo;

      l.    Legal defence;

      m.    Loss of profits.

15.-  The BORROWER shall retain ownership of the Vessel free of charges and
      encumbrances of any nature, with the exception of the mortgage constituted
      to secure this Agreement.

16.-  The BORROWER shall undertake to deposit all amounts from the Time-Charter
      into the Income Account and to centralise and manage its treasury in
      accordance with Clause TWENTY.

17.-  The BORROWER shall undertake to maintain the Vessel classified at all
      times by a rating agency acceptable to the AGENT and to keep it, with all
      its appurtenances and accessories, in a state of soundness, functioning
      and seaworthiness in accordance with the requirements of legislation
      applicable and to keep it registered at all times in the Special Register
      of Vessels and Shipping Companies of the Canary Islands for as long as
      this may be necessary for full enjoyment of the benefits associated with
      any fiscal structure designed for financing of the Vessel. Accordingly,
      the Agent shall expressly notify the time when, as the case may be, it is
      not longer necessary for the Vessel to be kept on that Register.

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18.-  The BORROWER shall undertake to perform the Debt and Annual Debt Service
      Coverage Ratios that result from the Basic Case definitively included as
      Schedule I.

19.-  The BORROWER and the GUARANTOR shall undertake that 100% of the share
      capital of the BORROWER is fully paid-up no later than 14 April 2001.

20.-  The BORROWER and the GUARANTOR shall undertake to execute the documents
      necessary for (i) replacement of Schedules I and III by those that are
      definitively produced once the IRS Agreements have been concluded and the
      operating verifications have been made by the Agent, and (ii) for
      amendment of this Loan, as the case may be, whenever necessary as a
      consequence of those replacements.

      The execution of those documents shall be a necessary condition for the
      second and successive Loan drawdowns.

TWENTY.- TREASURY MANAGEMENT AND DISTRIBUTION

1.-   Common Provisions

      The BORROWER shall undertake to open the following accounts (the
      "Accounts") on the date of signature of this Agreement, at the Agent's
      Branch at Paseo de Recoletos 19 (Madrid):

      (i) Income Account

      (iii) Dry Dock Account

      (iv) Maintenance and Repair Account

      (v) Reserve Account

      (vi) Insurance Account

      The balances of those accounts, as from the time they are opened, shall be
      pledged to secure the obligations of the BORROWER in accordance with the
      terms of Clause TWENTY-SIX hereinbelow. The Accounts shall therefore be
      kept open throughout the duration of this Agreement.

      The BORROWER shall only dispose of the Accounts subject to the limitations
      and in accordance with the requirements established in other paragraphs of
      this Clause, although the limitations so established shall not affect and
      shall not be alleged by the BORROWER for failure to make any of the
      payments due in accordance with this Agreement on their respective due
      dates. The Accounts shall at no time have a zero or negative balance.

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      The balance existing at any time in the Accounts shall be remunerated by
      the Agent at the rate of interest and in the conditions agreed in each of
      the opening agreements for the respective accounts.

      Without prejudice to the provisions of the other paragraphs of this
      Clause, the Agent may deny applications for drawdown from any of the
      Accounts in the event of any of the following circumstances: (i) if a
      cause for Early Maturity occurs; (ii) if, as a consequence of the drawdown
      applied for, a cause for Early Maturity occurs; (iii) if, in the reasoned
      opinion of the Agent, after the drawdown applied for is made, the balance
      the drawdown is not sufficient to meet the financial expenses deriving
      from this Agreement.

2.-   Income Account

      All drawdowns from the Loan made by the BORROWER shall be deposited in the
      Income Account.

      In addition, the BORROWER shall ensure that all amounts originating from
      the Time Charter or other income that its not to be deposited in another
      specific account from among those indicated in this Agreement shall be
      deposited in the Income Account.

      The BORROWER shall only dispose of the Income Account during the Drawdown
      Period to make payments in accordance with the Construction Agreement and
      during the Amortisation Period to meet the following payments and in the
      following order:

      (i)   Payment of interests and commissions on Tranches A and B of the
            Loan.

      (ii)  Amortisation, as the case may be, of Tranches A and B of the Loan.

      (iii) Transfer to the Dry Dock Account in the amount agreed annually
            between the BORROWER and the LENDERS (with the advice of the
            technical Adviser).

      (iv)  Transfer to the Maintenance and Repairs Account.

      (v)   Transfer to the Reserve Account of the minimum amounts established
            in the Basic Case.

      (vi)  Operating expenses of the BORROWER in accordance with the budget
            agreed and reviewed annually with the LENDERS.

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      At the end of each calendar year following delivery of the Vessel (and,
      accordingly, as from the date of effect of the Time-Charter Agreement),
      the balance that remains, as the case may be, in the Income Account may be
      freely disposed of by the BORROWER provided at all times that the payments
      enumerated in the preceding list have been met and no cause for Early
      Maturity has occurred.

      All interests that accrue on the Income Account shall be deposited monthly
      into the Reserve Account until this has been fully provisioned.

3.-   Dry Dock Account

      The Dry Dock shall be provisioned monthly with amounts originating from
      the Charter transferred from the Income Account in accordance with the
      amount agreed annually between the BORROWER and the LENDERS (advised by
      the Technical Adviser).

      The BORROWER shall only dispose of the Dry Dock Account to meet expenses
      deriving from entry of the Vessel into dry dock with the frequency shown
      in the Time-Charter Agreement or to meet dry dock stays that are not
      habitual whenever necessary as a result of accidents, average or
      maintenance.

      Once the Dry Dock Account has been drawn down for the purpose permitted,
      it shall be reprovisioned in the same terms shown above.

4.-   Maintenance and Repairs Account

      The Maintenance and Repairs Account shall be provisioned monthly with
      amounts originating from Charter and transferred from the Income Account
      in the amount agreed annually between the BORROWER and the LENDERS
      (advised by the Technical Adviser). The BORROWER shall only dispose of the
      Maintenance and Repairs Account to meet expenses for maintenance and
      repair of the Vessel previously approved by the Technical Adviser.

      Once this account has been drawn down, it shall be reprovisioned in the
      terms shown above.

5.-   Reserve Account

      The Reserve Account shall be provisioned monthly with income originating
      from the Charter (Capex and Opex) in the amount established in the Basic
      Case and with interests from the Income Account.

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      The Reserve Account shall only be drawn down (i) to meet the coverage of
      contingencies in periodical payment obligations of principal and interests
      due in accordance with this Agreement for both Tranches and (ii) on the
      Final Maturity Date, the balance remaining, to amortise Tranche B.

      The principal of the Reserve Account shall be reinvested monthly at the
      EURIBOR rate of interest minus 0.25%.

      This Reserve Account shall be subject to monthly review and shall be
      restructured and recapitalised as may be necessary to fulfil this purpose.
      No operating expenses shall be paid to the BORROWER until the pertinent
      amounts have been provisioned in the Reserve Account.

6.-   Insurance Account

      The BORROWER shall ensure that all claims paid by insurance companies as a
      result of losses occurring and covered thereby are deposited in the
      Insurance Account.

      When the amounts deposited in the Insurance Account originate from
      payments on account of loss of profits insurance and others that cover
      loss of profits due to any circumstance, the BORROWER shall only dispose
      of the Insurance Account to meet the payments indicated in point 3 above
      for the Income Account and in the same order established in that
      paragraph.

      When the amounts deposited in the Insurance Account correspond to the
      coverage of damage in the Vessel (i) in the event that those damages have
      caused a Total Loss of the Vessel (and this is determined by the insurance
      company, which shall sent a copy of the pertinent report or adjustment to
      the Technical Adviser of the LENDERS) all amounts received from the
      insurance companies shall be applied to compulsory early amortisation of
      the two Tranches of this Loan, (ii) in the event that the damages caused
      can be repaired (and this is determined by the insurance company, which
      shall sent a copy of the pertinent report or adjustment to the Technical
      Adviser of the LENDERS) the BORROWER may dispose of those amounts in order
      to repair the Vessel.

TWENTY-ONE.- EARLY MATURITY

1.-   The LENDERS may deem this Agreement matured, in addition to the event
      established in Clause TWENTY-FOUR, point two, in the event of any of the
      following circumstances:

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      a)    Non-payment, on their respective due dates, of Principal, interests,
            commissions and expenses of any nature established in this
            Agreement.

      b)    Any falsehood or substantial inaccuracy in the declarations and
            guarantees made by the BORROWER and/or the GUARANTOR in this
            Agreement that affects or could affect their solvency or capacity to
            perform the obligations under this Agreement, as well as failure to
            apply the Total Amount in accordance with the provisions of Clause
            TWO of this Agreement.

      c)    Default on any of the obligations assumed by the BORROWER and/or the
            GUARANTOR by virtue of this Agreement, other than those included in
            the preceding points, in particular the obligation to register the
            Vessel in the second Register of the Canary Islands, evidenced by
            the AGENT and not remedied by the BORROWER within the Fifteen (15)
            days following notification thereof.

      d)    In the event that the BORROWER should operate the company or manage
            corporate assets in a manner that infringes any of the provisions of
            any authorisation for the exercise of commercial shipping activity.

      e)    Any change in the composition of the shareholding of the BORROWER
            that is not authorised by the LENDERS (whose authorisation shall not
            be unreasonably withheld provided that change in shareholding does
            not represent a change of control in respect of that currently
            existing, control being understood as defined in article 42 of the
            Commercial Code) or the creation of collateral rights or other
            encumbrances of any nature on the shares of the BORROWER (with the
            exception of the pledge of shares to secure this Loan) as well as
            any change in the composition of the shareholding of the GUARANTOR
            that implies a change of control thereof and has not been authorised
            by the LENDERS (whose authorisation shall not be unreasonably
            withheld).

      f)    Default by the BORROWER on any payment obligation assumed under
            agreement or legally with third parties.

      g)    In the event that the BORROWER and/or the GUARANTOR were to resolve
            or intend to resolve or adopt any resolution addressed at its
            conversion, liquidation or wind-up, or its spin-off or merger with
            an other company, or introduce or permit significant changes to be
            introduced in the nature of its activity, or in its business
            purpose, without the authorisation of the LENDERS, which shall not
            be unreasonably withheld. Similarly, a decrease in the capital of
            the

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            BORROWER without the consent of the LENDERS shall be a cause for
            early maturity.

      h)    In the event that the BORROWER and/or the GUARANTOR should become
            involved in a voluntary or legally imposed procedure for wind-up,
            with or without liquidation, or a General Shareholders' Meeting is
            convened in this regard, or bankruptcy, suspension or payment of
            similar proceedings have been commenced or accepted, or any
            assignment of assets is made to creditors, or the company is
            permanently or definitively closed, or the business activity is
            ceased or suspended or radically modified, or in the event of
            judicial seizure or administration of the company.

      i)    The occurrence of any contingent liability of the BORROWER that is
            not shown in its financial statements or in the complementary
            information furnished to the LENDERS when the amount thereof
            significantly affects the position of the LENDERS.

      j)    Decreased solvency of the BORROWER. By way of example, it shall be
            understood that this situation occurs when:

                  -     a negative change takes place in the assets or in the
                        financial situation of the BORROWER that significantly
                        jeopardises the LENDERS, in the opinion of the majority
                        of LENDERS, and that could lead to impossibility for the
                        BORROWER to meet its obligations deriving from this
                        Agreement;

                  -     if, for any reason, the BORROWER should default on any
                        payment obligation, provided the unpaid amounts, jointly
                        or separately, exceed 100,000 euros or if judicial or
                        administrative proceedings are brought against the
                        BORROWER that entail execution or seizure, provided that
                        execution or seizure refers to an amount that exceeds
                        100,000 euros.

      k)    The concurrence of any other cause which, in accordance with the
            Law, determines termination or early maturity of the Loan.

      l)    Declaration of early maturity under the Construction Agreement or
            the Time-Charter Agreement or the Bare Boat Charter Agreement that
            may be entered into or their termination or rescission for any
            reason.

      m)    In the event that it become unlawful, or impossible, in any
            competent Jurisdiction (i) for the BORROWER to perform any
            obligation that results from this Agreement;

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            or (ii) for the LENDERS to exercise or claim any right based on this
            Agreement.

      n)    Expiry, without renewal, of any official Spanish, foreign or
            supra-State authorisation necessary to permit the BORROWER to own,
            exploit or charter the Vessel or for the BORROWER and/or the
            GUARANTOR to perform any Clause of this Agreement. The same shall
            occur when the authorisation is revoked or could be revoked or when
            any condition of that authorisation is not fulfilled.

      o)    If any clause that the LENDERS believe to be essential in this
            Agreement or its guarantees should be invalid or unaccountable, or
            if any guarantee is invalid and unaccountable or has a lower rank of
            preference, or loses its preference; or if any guarantee is damaged
            or jeopardised by causes attributable to the BORROWER and/or the
            GUARANTOR. The fact that the guarantees undertaken in this Agreement
            cannot be formalised at the time of signature or cannot be duly
            constituted as soon as possible shall also be a cause for early
            maturity.

      p)    In the event of default on the ratios referred to in Clause NINETEEN
            above.

      q)    In the event that a distribution of dividends to the shareholders of
            the BORROWER is resolved without performing all requirements listed
            below:

            (i)   that all obligations deriving from this Agreement have been
                  fulfilled and there is no Cause for Early Maturity;

            (ii)  that the Reserve Account and other compulsory accounts
                  pursuant to this Agreement have been provisioned;

            (iii) that distribution is made exclusively against the remainder of
                  the Income Account for free disposal by the BORROWER.

2.-   Notwithstanding the right of each LENDER to declare Early Maturity of the
      Agreement in the part that affects then, the Declaration of Early Maturity
      of this Agreement in its entirety by the LENDERS, and the ensuing
      obligation of the BORROWER to make repayment by virtue of any of the
      causes set forth in this Clause, shall require the prior favourable
      resolution of the Majority of LENDERS.

3.-   When the Declaration of Early Maturity of this Agreement in its entirety
      is commenced by the LENDERS pursuant to the provisions of the preceding
      paragraph, the BORROWER shall undertake, within the Fifteen (15) Calendar
      Days following the notification of maturity made for such purpose by the
      AGENT, to repay the total amount of Principal, plus interests, commissions
      and other documentarily justified expenses, including, by way of example,
      all expenses and costs associated with dismantling the IRS Agreements or
      other coverage operations in relation to this Agreement.

                                                                              40
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [41/186]

4.-   At the end of that time, if the BORROWER has failed to comply, in the
      event of total termination, the Agent shall commence the pertinent legal
      action. If, Thirty (30) Days later, the Agent has not commenced that
      claim, each of the LENDERS shall be entitled to commence partial
      termination.

5.-   If the favourable resolution of the Majority of LENDERS referred to in
      point 2 above is not obtained within one (1) month following the date of
      denunciation of the existence of a cause for early maturity by any them,
      those LENDERS denouncing the cause and/or that have voted in favour of
      termination of the Agreement may sever from the Syndicate of LENDERS and
      commence the procedure described in points 3 and 4 above, in respect of
      their Participations in the Loan to which this Agreement refers.

TWENTY-TWO.- AGENT

1.-   Without prejudice to the independent nature of the obligations of the
      LENDERS deriving from this operation, it is hereby stipulated that, with
      regard to the performance and operation of this Agreement, the AGENT shall
      act in its own name and as irrevocable special agent for the community of
      LENDERS in the performance of the functions it is attributed as such in
      this Agreement and, accordingly, it shall be understood that payments of
      any nature deriving from this Agreement, made by the BORROWER to the
      AGENT, shall fully release the latter as if received in the pertinent
      proportion by the other LENDERS.

      Unless otherwise provided, all notifications made to or received by the
      AGENT shall have the same effects as if made to or received by all
      LENDERS.

2.-   All payments made in respect of principal, interests and commissions by
      the BORROWER deriving from this Agreement shall be distributed by the
      AGENT among the LENDERS so that each one is paid, at all times, in
      proportions identical to their participations in the Loan.

      The value date of payments shall be that of receipt by the AGENT, who
      shall pay the LENDERS immediately and without delay.

                                                                              41
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [42/186]

      In the event that any LENDER should receive, for any reason, amounts from
      the BORROWER in respect of the payment of obligations deriving from this
      Agreement or were to receive from the AGENT, on account of the Loan,
      amounts higher than the proportion to which it is entitled, it shall be
      obliged to furnish the AGENT the surplus funds received so that the AGENT
      can distribute these, with the same value date as that of their receipt,
      among the other LENDERS, unless receipt of those amounts is due to
      exercise of the right of partial termination of the Agreement by any
      LENDER.

      The LENDERS may apply any balance in their favour to the payment of any
      amount due and unpaid by the BORROWER under this Agreement. Those amounts
      obtained from the compensation mentioned above shall be given to the AGENT
      by the LENDER that obtained them so that the latter can make the
      proportional distribution mentioned in the preceding paragraph.

      The possible rights of LENDERS to obtain payments from the BORROWER based
      on reasons and obligations other than those contained in this Agreement
      shall not be affected by the provisions thereof.

3.-   The authorities of representation granted by the LENDERS to the AGENT
      shall be understood to be limited to those actions or measures which,
      specifically in this Agreement, may be necessary for the execution and
      effectiveness thereof.

      In no event shall the AGENT hold the status of fiduciary of the other
      LENDERS, of the BORROWER or of any other person, and its duties and
      obligations shall be restricted to those expressly determined in this
      Agreement.

      In accordance with these principles, and by way of example:

      a)    The AGENT shall not be liable vis-a-vis the other LENDERS, due to
            the formalisation, validity and accountability of the Financial
            Documents, for the truth or certainty of the declarations contained
            therein or in communications received, nor for the reality of
            collection of the Loan.

      b)    The AGENT's duty of information shall be understood to be limited to
            those communications that may be necessary for the normal
            performance and development of this Agreement or for its
            accountability in the event of default.

                                                                              42
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [43/186]

      c)    The AGENT shall not be obliged to verify the truth or performance of
            the undertakings assumed by the BORROWER and neither shall it be
            obliged to investigate the existence of possible causes for default
            or decreased solvency thereof.

      The LENDERS shall release the AGENT from any liability for error or
      omission in the performance of the functions it is attributed in this
      Agreement, with the exception of those deriving from gross negligence or
      fraud.

4.-   The LENDERS agree to immediately refund to the AGENT, pro rata to their
      participation in the total Loan, all amounts which, albeit for the account
      of the BORROWER pursuant to this Agreement, were not repaid voluntarily
      thereby and which, for the AGENT, represent a disbursement for any item
      which, on account of this Agreement, is made in the common interest of the
      other LENDERS, and independently of the favourable or negative result of
      the action or measure that led to the disbursement, all independently that
      the said amounts can be claimed by the AGENT from the BORROWER.

      The LENDERS shall undertake to refund to the AGENT, in proportion to their
      participation in this operation, all extraordinary expenses, documentarily
      justified, incurred by the AGENT in the exercise of its functions,
      provided these are not payable by the BORROWER.

5.-   The AGENT, as LENDER, shall have the same rights and authorities as any
      other LENDER on account of its participation in the Loan operation.

      Independently of this Agreement, the AGENT may accept deposits, lend money
      and, in general and in the same way as the other LENDERS, carry out all
      classes of banking operations with the BORROWER.

6.-   The AGENT shall be entitled to resign from its position at any time.
      Accordingly, it shall send a notification to the LENDERS and to the
      BORROWER. The LENDERS shall appoint a new AGENT from among themselves,
      following a resolution adopted by the Majority.

      In the event that, within the Sixty (60) Calendar Days following
      notification, the LENDERS have not appointed a new AGENT, or that
      appointed or the BORROWER does not accept the appointment, the AGENT shall
      be entitled to appoint one by itself from among the LENDERS.

                                                                              43
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [44/186]

      In no event shall resignation of the AGENT or the appointment of a new
      one, which shall be set forth in a document, imply the assumption of new
      obligations or a higher cost by the BORROWER.

7.-   In addition to the functions inherent to and typical of the AGENT,
      described in the preceding paragraphs of this Clause, each of the LENDERS
      hereby expressly and irrevocably grants power to the AGENT so that, in
      turn, acting through its duly authorised representatives, it may carry
      out, on behalf of the LENDERS, all acts that may be necessary, and to sign
      all public or private documents that may be necessary or advisable, for
      the purpose of (i) granting or remedy of any guarantees, including
      mortgage, to secure the obligations resulting for the BORROWER under this
      Agreement and, in particular, those included in Clauses TWENTY-SIX and
      TWENTY-SEVEN, and (ii) execution of any of the guarantees granted to
      secure this Agreement, and (iii) replacement of the Basic Case shown in
      Schedule I and the Amortisation Chart shown in Schedule III, when required
      due to conclusion of the IRS Agreements, as well as all other amendments
      to this Agreement that may be pertinent for any reason, and to execute the
      document of amendment to this Agreement that may be necessary for such
      purpose.

TWENTY-THREE.- ASSIGNMENTS

1.-   Neither the BORROWER nor the GUARANTOR shall assign transfer, substitute
      or subrogate the rights and obligations contracted in this Agreement
      without the express, written and unanimous consent of all LENDERS.

2.-   Any LENDER, at any time, and while its Participation in the Loan remains
      in force, may total or partially assign its contractual position in the
      Loan to another financial institution, provided the following requirements
      are fulfilled.

      a)    That the amount assigned is not less than 3 Million euros or the
            total amount lent by the assignor, in the event that this is lower.

      b)    That the assignor provides written communication of the assignment,
            name of the assignee, amount and date of effect thereof to the
            AGENT, at least Two (2) Business Days before it is to take effect.
            The assignor shall furnish the AGENT a copy of the document signed
            with the assignee, as soon as possible.

      c)    That the assignment does not represent an increase in cost or
            obligations for the BORROWER.

                                                                              44
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [45/186]

      The assignments described in this point shall only be binding and
      effective in respect of the BORROWER, the LENDERS and the AGENT, and their
      respective successors, when all requirements set forth in the preceding
      paragraphs have been fulfilled.

3.    The AGENT shall send the BORROWER written communication of the assignment
      at least one (1) Business Day before its date of effect, and that
      communication shall include information received by the assignor in
      accordance with the provisions of letter b) of point 2 above.

TWENTY-FOUR.- FORCE MAJEURE AND VARIATION IN CIRCUMSTANCES

1.-   In the event that, due to a legal or statutory provision, with a
      supra-State, State or regional origin (or a new construction thereof), the
      LENDERS are imposed obligations such as coefficients, reserves or
      deposits, among others, that entail an increase in the cost of funds
      obtained in the Interbank Market to finance this Loan, or limitations are
      imposed, either on the rate of interest or on commissions, or of any other
      nature, that entail a decrease in the income to which the LENDERS are
      entitled by virtue of this Agreement, the BORROWER shall undertake to
      compensate the LENDER or LENDERS affected by those provisions, as from the
      time such increase in cost or decrease in income occurs, in the same
      proportion as the cost of those funds in increased and the income
      decreased, provided that LENDER or those LENDERS documentarily accredit
      that they have incurred in that increase in cost or decrease in income and
      have not included those increased costs or decreased income when
      determining the rate of interest, and that they determine the increased
      costs or lower income in the detailed and reasoned settlement.

      Compensations shall be made by the payment of additional sums by the
      BORROWER, based on the reasoned settlement presented by the AGENT.

      Notwithstanding the foregoing, the BORROWER shall be entitled to refund
      the participation of the LENDER affected by the provisions of this Clause,
      along with its pertinent interests and other items deriving from this
      Loan.

2.-   When performance of the obligations deriving from this Agreement imply for
      any LENDER the infringement of any legal or statutory provisions or
      obligatory measures ordered or binding constructive criterion, issued by a
      competent Authority or Official Organism, the LENDER affected, having
      notified the BORROWER, through the AGENT, of the circumstances that led to
      the infringement or unlawful act, may declare cancellation of all its
      obligations within the 60 days following the date of the notification sent
      for such purpose to the BORROWER, through the AGENT.

                                                                              45
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [46/186]

      The LENDERS shall adopt all reasonable measures to prevent or mitigate the
      effects of the circumstances established in this Clause and shall consult
      the BORROWER and the AGENT in good faith to seek the means for the
      above-mentioned purpose, including the transfer of their participation in
      this Agreement to other financial institutions that are not affected by
      the circumstances in question.

      In the event that it is not possible to adopt those measures, the LENDERS
      affected and the BORROWER shall reach an agreement on the repayment of
      their participation. The pertinent ordinary interests calculated until the
      date on which payment is actually made shall also be payable, along with
      expenses and other amounts which, pursuant to this Agreement, are to be
      paid (which the BORROWER expressly accepts regardless of the circumstances
      that may concur).

TWENTY-FIVE.- COMMUNICATIONS AND NOTIFICATIONS BETWEEN THE PARTIES

1.-   All communications between the LENDERS and the BORROWER in relation to
      this Agreement shall be made through the AGENT.

2.-   All applications, notifications, notices and communications in general
      between the BORROWER and the AGENT or vice versa, and between the LENDERS,
      including the AGENT, and the BORROWER, or vice versa, that refer to this
      agreement or derive herefrom and for which no special formality is
      established, shall be understood to be duly made when, within the period
      determined in the Agreement, they are made by telex or telefax, addressed
      to the respective numbers and addresses designated in each case, without
      prejudice to subsequent confirmation by letter signed by an authorised
      person, with regard to communications made, or acknowledgement of receipt
      thereof in the same way as they are received.

      The original of the telex or telefax showing receipt at the numbers
      indicated on the communications shall represent sufficient evidence of
      communication.

                                                                              46
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [47/186]

3.-   The addresses, telephone, telex and telefax numbers of the BORROWER and of
      the LENDERS are those shown in Schedule IV to this Agreement.

4.-   The BORROWER shall send its communications to the AGENT at the address
      shown in Schedule IV to this Agreement, who shall forward these to the
      other LENDERS in the manner established in the Agreement. The
      communication of assignments shall be made in the manner established in
      Clause TWENTY-THREE.

5.-   No amendments to the addresses or telephone, telex or telefax numbers
      shown shall be effective until written notification has been sent to all
      parties or, as the case may be, to the AGENT and the latter has
      acknowledged receipt in the same manner. Similarly, the AGENT shall notify
      the BORROWER in writing, and the other LENDERS, of any change to its
      address or telephone, telex or telefax numbers shown in the said Schedule
      IV.

TWENTY-SIX.- GUARANTEES

1.-   Guarantees necessary to make the first Loan Drawdown

      As a prior requirement for the first drawdown from the Loan, the following
      guarantees shall have been granted to the satisfaction of the Agent:

      a) Pledge of shares of the BORROWER

         As a prior requirement for the first drawdown from the Loan, the
         shareholders of the BORROWER shall pledge to the LENDERS all shares
         that make up the share capital of the BORROWER, in accordance with the
         model pledge attached as Schedule V. The pledge of shares of the
         BORROWER shall be executed to secure Tranche A of this financing with
         preference over Tranche B.

      b) Pledge of rights deriving from the Time-Charter Agreement

         As a prior requirement for the first drawdown, the BORROWER shall have
         pledged to the LENDERS all rights with an economic content deriving
         from the Time-Charter Agreement, in accordance with the model provide
         in Schedule IV. This guarantee shall be granted in favour of Tranche A
         and Tranche B, although Tranche A shall have preference.

                                                                              47
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [48/186]

      c) Pledge of all rights deriving from the Refund Guarantee

         The BORROWER, as a prior requirement for the first and successive
         drawdowns, shall have pledged to all LENDERS (and that pledge shall
         have been accepted by the pertinent guarantor), all rights with an
         economic content that correspond under the refund guarantee or other
         guarantees acceptable to the AGENT, in accordance with the model
         attached as Schedule VII. This guarantee shall be granted with
         preference to Tranche A.

      d) Pledge of balances in Accounts

         The BORROWER shall undertake to pledge the balance of the Accounts,
         prior to the first drawdown from the Loan, and in accordance with the
         model attached as Schedule VIII. This guarantee shall be granted with
         preference to Tranche A and, subordinately, to Tranche B of this
         financing.

      e) Pledge of rights deriving from the Construction Agreement

         As a prior requirement for the first drawdown from the Loan, the
         BORROWER shall undertake to pledge to the LENDERS all rights with an
         economic content deriving from the Construction Agreement, in
         accordance with the model agreement attached as Schedule IX. This
         guarantee shall be granted with preference to Tranche A of this
         financing.

      f) Guarantee of NAVIERA F. TAPIAS, S.A.

         As a prior requirement for the first drawdown from the Loan, NAVIERA F.
         TAPIAS, S.A. shall grant to the satisfaction of the AGENT (i) a first
         demand guarantee over all aspects of this financing and (ii) an
         accountable guarantee at the requirement of the AGENT to furnish the
         BORROWER any amounts payable thereby to any third party in respect of
         any item other than payments in respect of principal, interests and
         commission deriving from this Agreement. Those guarantees shall be
         granted to the LENDERS participating in both Tranche A and in Tranche
         B, with preference to Tranche A.

         In addition to the above, NAVIERA F. TAPIAS, S.A. shall undertake
         vis-a-vis the LENDERS of Tranche B to pay these an amount equivalent to
         the residual value of the Vessel on the Final Maturity Date.
         Accordingly, residual value shall be understood to be the amount that
         remains pending payment on the Final Maturity Date if, on that date,
         the BORROWER has not made the pertinent payment to which it is obliged.
         Those guarantees and undertakings shall be adapted to the model
         attached as Schedule X.

                                                                              48
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [49/186]

2.-   Guarantees subsequent to the first drawdown

      a) Vessel Mortgage

         On the same date as delivery of the Vessel, either the BORROWER or, in
         the event of sale of the Vessel to an Economic Interest Group (in the
         event that a structure based on profits ex Additional Provision 15 of
         the Company Tax Act currently in force is adopted), the latter, shall
         constitute a first rank vessel mortgage to secure the obligations
         deriving from Tranche A and a second mortgage to secure the obligations
         deriving from Tranche B, in accordance with the model attached as
         Schedule XI. In the event that the Vessel Sale Agreement is entered
         into with the above-mentioned Economic Interest Group, the latter shall
         undertake to constitute that mortgage in the same agreement or in a
         separate document signed simultaneously. The BORROWER shall undertake
         to acquire the Vessel with the said mortgages at termination of the
         Bare Boat Charter Agreement entered into, as the case may be, in
         application of the same structure.

      b) Pledge of rights deriving from the Insurance Contracts

         At delivery of the Vessel, the BORROWER shall undertake to pledge to
         the LENDERS all rights corresponding under the Insurance Contracts, in
         accordance with the model agreement attached as Schedule XII. This
         guarantee shall be granted with preference to Tranche A of this
         financing.

In addition to the guarantees mentioned above, the BORROWER shall undertake to
constitute any other guarantees over its assets or rights, at the requirement of
the AGENT and to its satisfaction, whenever circumstances arise which, in the
opinion of the AGENT, could affect the capacity of the BORROWER to perform its
obligations under this Agreement or which derive from early maturity.

TWENTY-SEVEN.- EXPENSES

Independently of the payment obligations contracted in this Agreement in respect
of Principal, Interests and Commissions, the BORROWER shall assume the
obligation to pay any other expenses, taxes, arbitraments and other items,
either present or future, that originate or become payable as a consequence of
the execution and formalisation of this Agreement and all its guarantees, and
which may be incurred in the performance of this operation, including the
obtaining of funds by the LENDERS, as well as, by way of example, and among
others, the following:

                                                                              49
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [50/186]

      a)    Fees, brokerage and prepaid expenses of the Notaries Public
            mediating in the notarisation of this Agreement and the guarantees
            constituted (including the Vessel mortgage), the issue of copies,
            fees and registration expenses, notifications, requirements or
            formalities necessary for its performance.

      b)    Taxes, arbitraments, surcharges, rates, coefficients, either
            supra-State, State, regional or local, levied at the present time or
            in the future and while this Agreement remains in force, on its
            constitution, amendment, execution and extinction, except in
            relation to Company Tax that may be levied on the profits obtained
            by the LENDERS.

      c)    Judicial and extrajudicial costs and expenses, including the fees of
            Lawyers and Procurators, incurred as a consequence of execution of
            this Agreement.

      d)    Fees and expenses of external lawyers for the drafting and
            negotiation of this Agreement and external advisers (legal,
            technical, fiscal, taxation and others) of the LENDERS, as well as
            expenses for publication of the operation (if so decided by mutual
            agreement between the parties).

      e)    Expenses for constitution, audit, administration, taxes, rates
            payable by the BORROWER.

TWENTY-EIGHT.- EUROPEAN SINGLE CURRENCY

The parties declare to know that, as from 1 January 1999, the Spanish monetary
system is the Euro, which has succeeded the peseta, which has no solution of
continuity, as the national monetary system currency. Notwithstanding the
foregoing, the peseta may continue to be used as an accounting unit of the
monetary system in any legal document, as a subdivision of the Euro, pursuant to
the rate of exchange in force, until 31 December 2001, and new legal documents
that set forth monetary amounts arranged following 1 January 1999 may be
expressed both in pesetas and in Euros, provided, in the latter case, that prior
agreement exists between the parties.

In accordance with the provisions of article 14 of Act 46/1998, of 17 December,
on the introduction of the Euro, as a general rule, any amount denominated in
pesetas shall be executed in pesetas, whereas amounts expressed in Euros shall
be executed in Euros. Notwithstanding the foregoing, all amounts denominated in
Euros or in pesetas, payable in national territory by deposit into the account
of the creditor, may be paid by the debtor in an equivalent amount, in both
Euros and in pesetas. The amount shall be deposited into the account of the
creditor in the denomination thereof.

                                                                              50
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [51/186]

The BORROWER shall be entitled, during the transitional period of coexistence of
the peseta and the Euro, to pay the amounts due by virtue of this Agreement in
pesetas or in the equivalent amount in Euros, and that amount shall be
calculated pursuant to the exchange rate established in Act 46/1998, of 17
December, on the introduction of the Euro.

Accordingly, should the BORROWER wish to pay any amount due by virtue of this
Agreement in Euros, it shall provide an amount in Euros which, having applied
the exchange rate and having made the round-off established in Act 46/1998, of
17 December, on the introduction of the Euro, coincides with the amount due in
pesetas.

TWENTY-NINE.- FISCAL REGIME

Given that this Agreement represents a regular and typical operation in the
activity of the LENDERS, it is not subject to Capital Transfer Tax, in
accordance with the provisions of articles 7.5 and 45, 1, B, 15 of Legislative
Royal Decree 1/1993, of 24 September 1993, approving the Recast Wording of the
Capital Transfer Tax Act, and the operation is exempt from Value Added Tax, in
accordance with the provisions of article 20, number 1, point 18, letter c) of
Act 37/1992, of 28 December, approving that tax.

THIRTY.- GOVERNING LAW AND JURISDICTION

This Agreement shall be construed and performed in its own terms and shall be
governed by Spanish Legislation.

For the resolution of all controversies that may arise in relation to the
performance, execution and construction of this Agreement, in accordance with
the provisions of article 1.439 of the Civil Procedure Act, the parties agree to
submit to the jurisdiction of the Courts and Tribunals of the City of Madrid,
inasmuch as this is the place where the obligations that derive from this
Agreement are to be performed.

THIRTY-ONE.- MERCANTILE POLICY

This Agreement and its possible amendments are formalised in a Policy mediated
by Notary Public so that all amounts due by virtue hereof shall have the
qualification of Notarised Loan, for all effects established in Article 1429.6
of the Civil Procedure Act, as well as Articles 913.4 and 914.2 of the
Commercial Code, in relation to Article 916.2 of the same Code, and other legal
provisions applicable.

                                                                              51
<PAGE>

                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
                                                                        [52/186]

This Agreement is set forth in a Policy that comprises 52 pages and 12 Schedules
and in 7 documents which are all originals, a counterpart of which is given to
each of the LENDERS, another to the BORROWER, another to AHORRO CORPORACION
FINANCIERA, S.V.B., S.A. and a counterpart to the Mediating Notary Public. The
Parties, by signature on the last page, express their full agreement with the
entire content of this Agreement, in witness whereof, and with the consent of
the signatories, the mediating Notary Public, who attests to the identity and
capacity of the Parties, to the authenticity of their signatures and to all that
is arranged in the Agreement, and having made the legal warnings and, in
particular, those relative to article 1.714 of the Civil Code, seals and signs
all pages, and attributes the value of original to all copies, which shall have
full Commercial and Procedural effects.

[An illegible signature]
NAVIERA F. TAPIAS GAS III, S.A.
Andres Luna Abella

[An illegible signature]
NAVIERA F. TAPIAS, S.A.
Andres Luna Abella

[An illegible signature]
CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA
M(a) Victoria Vazquez Sacristan

[Two illegible signatures]
CAJA DE AHORROS Y PENSIONES DE BARCELONA
Juan Plana Garcia and Juan-Gualberto Orduna Ponti

                                                                              52
<PAGE>

[Two illegible signatures]
CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID
Victor Manuel Roman Garcia and Jose Antonio Frej Jimenez

[An illegible signature]
INSTITUTO DE CREDITO OFFICIAL
Rosario Casero Echeverri

[An illegible signature]
AHORRO CORPORACION FINANCIERA, S.V.B., S.A.
Luis Sanchez Guerra Roig

               With my intervention, the Chartered Commerce Broker

WITH MY MEDIATION in accordance with what is established and authorised by the
regulation on Commerce Brokers, and I hereby attest that this document comprises
186 pages, which I seal and paraph (Ministerial Order 28.05.1998). I further
attest that all references made to the Charted Commerce Broker shall be
understood to be made to Notary. In Madrid, on the second of October two
thousand.

                                   THE NOTARY
                                    [53/186]
                      [An illegible signature, paraph and
                        round rubber-stamp of the Notary]

  YO, RUTH ADELINO RAMOS, INTERPRETE      I, RUTH ADELINO RAMOS, SWORN ENGLISH
JURADO DE INGLES, CERTIFICO QUE LA QUE    TRANSLATOR, HEREBY CERTIFY THAT THIS
   ANTECEDE ES UNA TRADUCCION FIEL Y      DOCUMENT IS AN ACCURATE AND COMPLETE
  COMPLETA AL INGLES DE UN DOCUMENTO      TRANSLATION INTO ENGLISH OF A DOCUMENT
         REDACTADO EN ESPANOL.                    WRITTEN IN SPANISH.
 EN MADRID, A 25 DE NOVIEMBRE DE 2004.         MADRID, 25 NOVEMBER 2004.

                                                                              53
<PAGE>
In Santa Cruz de Tenerife, on 1 August 2003.

With the mediation of Mr. Nicolas Quintana Plasencia, a Member of the Chartered
Institute of Notaries of Santa Cruz de Tenerife.

                                     PARTIES

Of the one part,

Ms. Maria Soledad Sanchez Gonzalez, of legal age, with National Identity
Document number 51.438.128-P and a professional address in Madrid, calle Musgo
number 5, who acts in the name and on behalf of NAVIERA F. TAPIAS GAS III, S.A.
(hereinafter denominated the "BORROWER"), with registered offices at c/ Musgo
no. 5, 28023 Madrid and B.I.N. A-82715756, by virtue of the power granted before
Madrid Notary Mr. Francisco Echavarri Lomo, on 17 July 2003, with number 1.863
of his protocol.

And of the other,

Mr. Enrique Lago Velando, of legal age, with a professional address in Vigo,
Avenida de Garcia Barbon and with National Identity Document number
36.083.530-A, who acts in the name and on behalf of CAIXA DE AFORROS DE VIGO,
OURENSE E PONTEVEDRA ("CAIXANOVA" or the "AGENT"), with registered offices in
Vigo, Avenida Garcia Barbon 1 and 3 and B.I.N. G-36600369, acting in its own
name and right and in the name and on behalf of a Syndicate of banks composed of
CAIXA D'ESTALVIS I PENSIONS DE BARCELONA, CAJA DE AHORROS Y MONTE DE PIEDAD DE
MADRID, CAIXA D'ESTALVIS DE CATALUNYA, CAJA DE AHORROS DE CASTILLA LA MANCHA,
CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA, CAJA DE AHORROS DE MURCIA, CAJA DE
AHORROS Y MONTE DE PIEDAD DE NAVARRA, CAJA DE AHORROS MUNICIPAL DE BURGOS, CAJA
DE AHORROS DEL MEDITERRANEO, MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA,
CADIZ, ALMERIA, MALAGA Y ANTEQUERA "UNICAJA", INSTITUTO DE CREDITO OFICIAL, CAJA
DE AHORROS DE SANTANDER Y CANTABRIA, BANCO GALLEGO, S.A., CAJA DE AHORROS
PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, MONTE DE PIEDAD Y CAJA GENERAL DE
AHORROS DE BADAJOZ, and LICO LEASING, S.A., E.F.C., which granted NAVIERA F.
TAPIAS GAS III, S.A. the Loan Agreement referred to in the recitals of this
document (hereinafter denominated the "LENDERS", which denomination also
includes the AGENT).

                                                                               1
<PAGE>

He acts by virtue of the authorities he was conferred in the public deed
executed on 17 July 2003 before Vigo Notary Mr. Miguel Lucas Sanchez, with
number 1.135 of his protocol, and of the power contained in Clause 22.7 of the
Loan Agreement to which reference will be made hereinbelow.

                                    RECITALS

I.    Whereas on 2 October 2000, and with the mediation of Madrid Notary Mr.
      Jose Enrique Cachon Blanco, the BORROWER entered into a syndicated loan
      agreement with CAIXANOVA, LA CAIXA, CAJA MADRID and ICO for an amount of
      150,710,000 Euros. Subsequently, the remaining LENDERS joined the loan
      agreement by virtue of an agreement on amendment and assignment of
      participations signed before Madrid Notary Mr. Luis Ramallo Garcia on 31
      October 2000 and by virtue of another agreement on the assignment of
      participations signed on 15 December 2000 before the same notary, Mr. Luis
      Ramallo Garcia. Hereinafter, the loan agreement and the amendments and
      assignments mentioned in this recital shall be denominated the "LOAN
      AGREEMENT".

II.   Whereas the Loan Agreement establishes, in its clause TWENTY-TWO 7, that
      the AGENT shall be granted authorities so that, on behalf of the syndicate
      of LENDERS, he may substitute the Basic Case of the Loan Agreement
      whenever necessary due to the conclusion of the IRS Agreements, and to
      make other amendments or to grant the documents that may be required for
      such purpose.

III.  Whereas in the agreement on amendment and assignment of participations
      signed by the parties (inter alia) on 31 October 2000, with the mediation
      of Madrid Notary Mr. Luis Ramallo Garcia, it was agreed to substitute the
      Basic Case of the Loan Agreement, inasmuch as the IRS Agreements were
      concluded on that date.

IV.   Whereas notwithstanding the foregoing, the parties have detected that
      determined material errors occurred in the Basic Case incorporated in the
      agreement mentioned in recital III hereof, as the correct figures obtained
      once the IRS Agreement had been concluded were not included in the basic
      case attached to that agreement.

V.    Whereas, accordingly, they wish to substitute the Basic Case of the Loan
      Agreement, with the sole aim of remedying the error mentioned in the
      preceding recital and to include the correct figures that result from
      conclusion of the IRS Agreements, which they do by signature of this
      agreement on remedy, which shall be governed by the following

                                                                               2
<PAGE>

                                     CLAUSES

ONE.- SUBSTITUTION OF THE BASIC CASE OF THE LOAN AGREEMENT

To remedy the errors that occurred in the basic case attached to the agreement
on amendment and assignment of participations signed on 31 October 2000, with
the mediation of Madrid Notary Mr. Luis Ramallo Garcia, the parties agree to
substitute the Basic Case of the Loan Agreement for the Basic Case attached
hereto as Appendix I.

Accordingly, all references made in the Loan Agreement to the Basic Case shall
be understood to refer to the new Basic Case attached hereto as Appendix I.

TWO.-TERMS DEFINED

Terms that have not already been defined in this agreement shall be construed in
accordance with and pursuant to the Loan Agreement.

THREE.- EXPENSES AND TAXES

All expenses and taxes incurred in the execution and conclusion of this
agreement shall be paid by the BORROWER, including the fees and brokerage of
Notaries Public and legal advisers.

FOUR.- GOVERNING LAW AND JURISDICTION

This agreement shall be construed and performed in its own terms and shall be
governed by Spanish legislation.

The parties expressly submit to the non-exclusive jurisdiction of the Courts and
Tribunals of Madrid for the resolution of all discrepancies that may arise in
relation to the performance, execution and construction of this agreement.

                                                                               3
<PAGE>

In witness whereof, the parties sign this document, in triplicate and for one
sole effect, with the mediation of the Notary, at the place and on the date ut
supra.

The parties, by signature on the last page, express their full agreement with
the entire content of this agreement, and for a true record and with the consent
of the signatories, the mediating Notary Public, attesting to the identity and
capacity of the parties, to the authenticity of their signatures and to all that
is set forth in the agreement, and having made the legal warnings, seals and
signs all pages, and attributes to all counterparts so attested the value of
original and full commercial and procedural effects.

[Signature of Soledad Sanchez]

NAVIERA F. TAPIAS GAS III, S.A.

[An illegible signature]

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA

[The round rubber-stamp of the Notary, Nicolas Quintana Plasencia,
is affixed to all pages]

                                                                               4
<PAGE>

                                     ANNEX I

                                   BASIC CASE

                                                                               5
<PAGE>

(ILLEGIBLE)

Estimated rate of reinvestment                          2,65%

NOTE: The balance in each date can never be lower than the one corresponding in
the table

   DATE                            ACCUMULATED BALANCE

<TABLE>
<CAPTION>
                                ACCUMULATED
   DATE                           BALANCE
-----------                    -------------
<S>                            <C>
 15-Aug-03
 30-Aug-03
 30-Sep-03                         95.350,68
 31-Oct-03                        191.019,86
 30-Nov-03                        286.800,55
 31-Dec-03                        382.776,02
 31-Jan-04                        478.988,36
 29-Feb-04                        575.417,29
 31-Mar-04                        671.979,72
 30-Apr-04                        768.843,10
 31-May-04                        865.868,68
 30-Jun-04                        963.168,52
 31-Jul-04                      1.060.617,44
 31-Aug-04                      1.158.355,67
 30-Sep-04                      1.256.313,92
(ILLEGIBLE)                     1.354.401,45
 30-Nov-04                      1.452.801,02
 31-Dec-04                      1.551.316,60
 31-Jan-05                      1.650.159,44
 28-Feb-05                      1.749.224,78
 31-May-05                      1.848.132,07
 30-Apr-05                      1.947.643,07
 31-May-05                      2.047.236,65
 30-Jun-05                      2.147.195,85
 31-May-05                      2.247.224,16
 31-Aug-05                      2.347.633,55
 30-Sep-05                      2.448.268,98
 31-Aug-05                      2.548.953,16
 30-Nov-05                      2.650.041,77
 31-Dec-05                      2.751.165,59
 31-Jan-06                      2.852.709,33
 28-Feb-06                      2.954.481,73
 31-Mar-06                      3.055.839,60
</TABLE>

                                                                               7
<PAGE>

 30-Apr-06                      3.158.069,26
 31-May-06                      3.260.299,73
 30-Jun-06                      3.362.989,65
 31-Jul-06                      3.465.666,54
 31-Aug-06                      3.568.818,76
 30-Sep-06                      3.672.203,19
 31-Oct-06                      3.775.553,69
 30-Nov-06                      3.879.403,50
 31-Dec-06                      3.983.205,37
 31-Jan-07                      4.087.522,63
 28-Feb-07                      4.192.074,71
 31-Mar-07                      4.295.948,91
 30-Apr-07                      4.400.970,18
 31-May-07                      4.505.908,28
 30-Jun-07                      4.611.402,18
 31-Jul-07                      4.716.788,71
 31-Aug-07                      4.822.767,35
 30-Sep-07                      4.928.974,53
 31-Oct-07                      5.035.062,88
 30-Nov-07                      5.141.747,96
 31-Dec-07                      5.248.299,83
 31-Jan-08                      5.350.464,93
(ILLEGIBLE)
 30-Apr-08                      5.677.614,67
 31-May-08                      5.785.333,91
 30-Jun-08                      5.893.707,93
 31-Jul-08                      6.001.897,92
 31-Aug-08                      6.110.759,44
 30-Sep-08                      6.219.866,02
 31-Oct-08                      6.328.766,55
 30-Nov-08                      6.438.363,88
 31-Dec-08                      6.547.740,40
 31-Jan-09                      6.657.830,66
 28-Feb-09                      6.788.168,75
 31-Mar-09                      6.877.280,79
 30-Apr-09                      6.988.112,88
 31-May-09                      7.096.687,01
 30-Jun-09                      7.210.017,51
 31-Jul-09                      7.321.075,06
 31-Aug-09                      7.482.906,17
 30-Sep-09                      7.544.989,03
 31-Oct-09                      7.656.776,30
 30-Nov-09                      7.769.363,11
 31-Dec-09                      7.881.639,18

                                                                               8
<PAGE>

 31-Jan-10                      7.994.732,18
 28-Feb-10                      8.108.079,76
 31-Mar-10                      8.219.916,17
 30-Apr-10                      8.333.770,65
 31-May-10                      8.447.276,28
 30-Jun-10                      8.561.642,57
 31-Jul-10                      8.675.644,81
 31-Aug-10                      8.790.524,99
 30-Sep-10                      8.905.633,97
 31-Oct-10                      9.020.415,45
 30-Nov-10                      9.136.071,94
 31-Dec-10                      9.251.323,36
 31-Jan-11                      9.367.501,65
 28-Feb-11                      9.483.989,46
 31-Mar-11                      9.598.503,33
 30-Apr-11                      9.715.531,30
 31-May-11                      9.832.047,06
 30-Jun-11                      9.941.530,61
 31-Jul-11                     10.066.556,13
 31-Aug-11                     10.184.567,58
 30-Sep-11                     10.302.844,69
 31-Oct-11                     10.421.639,89
 30-Nov-11                     10.539.448,42
 31-Dec-11                     10.657.759,06
 31-Jan-12                     10.767.101,37
 29-Feb-12                     10.896.712,32
 31-Mar-12                     11.015.009,98
 30-Apr-12                     11.135.156,49
 31-May-12                     11.254.764,87
 30-Jun-12                     11.375.451,09
 31-Jul-12                     11.495.582,95
 31-Aug-12                     11.616.811,28
 30-Sep-12                     11.738.312,50
 31-Oct-12                     11.859.234,84
 30-Nov-12                     11.981.281,78
 31-Dec-12                     12.102.733,43
 31-Jan-13                     12.225.328,51
 28-Feb-13                     12.348.199,56
 31-Mar-13                     12.468.657,17
 30-Apr-13                     12.592.075,98
 30-Jun-13                      ILLEGIBLE
 31-Jul-13                     12,962,151.06
 31-Aug-13                     13,086,680.77
 30-Sep-13                     13,211,490.80
 31-Oct-13                     13,335,622.43

                                                                               9
<PAGE>

 30-Nov-13                     13,460,992.86
 31-Dec-13                     13,585,668.03
 31-Jan-14                     13,711,601.33
 28-Feb-14                     13,837,818.12
 31-Mar-14                     13,961,304.50
 30-Apr-14                     14,088,083.40
 31-May-14                     14,214,124.67
 30-Jun-14                     14,341,472.69
 31-Jul-14                     14,468,065.96
 31-Aug-14                     14,595,985.62
30-Sept-14                     14,724,193.25
 31-Oct-14                     14,861,620.27
 30-Nov-14                     14,980,403.35
 31-Dec-14                     15,108,388.52
 31-Jan-15                     15,237,749.61
 28-Feb-15                     15,367,401.91
 31-Mar-15                     15,493,998.31
 30-Apr-15                     15,624,227.44
 31-May-15                     15,753,615.17
 30-Jun-15                     15,884,428.72
 31-Jul-15                     16,014,383.29
 31-Aug-15                     16,145,783.87
30-Sept-15                     16,277,480.23
 31-Oct-15                     16,408,291.05
 30-Nov-15                     16,540,578.35
 31-Dec-15                     16,671,962.33
 31-Jan-16                     16,804,843.17
 29-Feb-16                     16,938,023.14
 31-Mar-16                     17,069,042.97
 30-Apr-16                     17,202,817.68
 31-May-16                     17,335,644.33
 30-Jun-16                     17,470,019.19
 31-Jul-16                     17,603,427.93
 31-Aug-16                     17,738,405.59
30-Sept-16                     17,873,687.10
 31-Oct-16                     18,007,975.23
 30-Nov-16                     18,143,863.56
 31-Dec-16                     18,278,740.26
 31-Jan-17                     18,415,238.12
 29-Feb-17                     18,552,043.24
 31-Mar-17                     18,685,114.80
 30-Apr-17                     18,822,527.44
 31-May-17                     18,958,882.59
 30-Jun-17                     19,096,911.51
 31-Jul-17                     19,233,864.41

                                                                              10
<PAGE>

 31-Aug-17                     19,372,512.33
30-Sept-17                     19,511,472.37
 31-Oct-17                     19,649,328.38
 30-Nov-17                     19,788,911.55
 31-Dec-17                     19,927,371.96
 31-Jan-18                     20,067,581.03
 28-Feb-18                     20,208,105.74
 31-Mar-18                     20,344,544.48
 30-Apr-18                     20,485,692.66
 31-May-18                     20,625,670.98
 30-Jun-18                     20,767,452.00
 31-Jul-18                     20,908,044.13

30-Sept-18                      ILLEGIBLE
 31-Oct-18                     21,334,717.66
 30-Nov-18                     21,478,094.81
 31-Dec-18                     21,620,235.06
 31-Jan-19                     21,764,254.93
 28-Feb-19                     21,908,599.01
 31-Mar-19                     22,048,495.27
 30-Apr-19                     22,193,479.20
 31-May-19                     22,337,177.90
 30-Jun-19                     22,482,811.68
 31-Jul-19                     22,627,140.69
 31-Aug-19                     22,773,427.20
30-Sept-19                     22,920,043.02
 31-Oct-19                     23,065,324.52
 30-Nov-19                     23,212,597.43
 31-Dec-19                     23,358,516.26
 31-Jan-20                     23,506,449.17
 29-Feb-20                     23,654,715.09
 31-Mar-20                     23,799,879.35
 30-Apr-20                     23,948,805.81
 31-May-20                     24,096,328.45
 30-Jun-20                     24,245,922.24
 31-Jul-20                     24,394,092.14
 31-Aug-20                     24,544,356.23
30-Sept-11                     24,694,958.58
 31-Oct-20                     24,844,106.70
 30-Nov-20                     24,995,383.81
 31-Dec-20                     25,145,186.40
 31-Jan-21                     25,297,141.28
 28-Feb-21                     25,449,438.21
 31-Mar-21                     25,596,533.88
 30-Apr-21                     25,749,504.78

                                                                              11
<PAGE>

 31-May-21                     25,900,950.20
 30-Jun-21                     26,054,606.37
 31-Jul-21                     26,206,716.46
 31-Aug-21                     26,361,060.93
30-Sept-21                     26,515,752.85
 31-Oct-21                     26,668,867.53
 30-Nov-21                     26,824,252.36
 31-Dec-21                     26,978,039.10
 31-Jan-22                     27,134,119.89
 28-Feb-22                     27,290,552.04
 31-Mar-22                     27,441,391.15
 30-Apr-22                     27,598,515.00
 31-May-22                     27,753,988.45
 30-Jun-22                     27,911,815.98
 31-Jul-22                     28,067,971.96
 31-Aug-22                     28,226,506.30
30-Sept-22                     28,385,397.51
 31-Oct-22                     28,542,585.17
 30-Nov-22                     28,702,187.91
 31-Dec-22                     28,860,06*.69
 31-Jan-23                     29,020,383.11
 28-Feb-23                     29,181,061.42
 31-Mar-23                     29,335,744.40
 30-Apr-23                     29,497,132.61
 31-May-23                     29,656,742.16
 30-Jun-23                     29,818,852.97
 31-Jul-23                     29,979,163.39
 31-Aug-23                     30,142,000.00

                                                                              12
<PAGE>

<TABLE>
<CAPTION>
                                      TRANCHE A                                  TRANCHE B
                 -----------------------------------------------       ----------------------------
                     Balance          Interests        Repayment          Balance         Interests
                 --------------      ----------       ----------       -------------     ----------
<S>              <C>                 <C>              <C>              <C>               <C>
(ILLEGIBLE)      120.568.000,00                                        30.142.000,00
(ILLEGIBLE)      120.568.000,00      366.727,67                        30.142.000,00      94.947,30
(ILLEGIBLE)      120.344.858,84      733.455,33       223.141,16       30.142.000,00     189.894,60
(ILLEGIBLE)      120.120.360,24      732.097,89       224.498,60       30.142.000,00     189.894,60
(ILLEGIBLE)      119.894.495,95      730.732,19       225.864,29       30.142.000,00     189.894,60
(ILLEGIBLE)      119.667.257,64      729.358,18       227.238,31       30.142.000,00     189.894,60
(ILLEGIBLE)      119.438.636,97      727.975,82       228.620,67       30.142.000,00     189.894,60
(ILLEGIBLE)      119.208.625,52      726.585,04       230.011,45       30.142.000,00     189.894,60
(ILLEGIBLE)      118.977.214,83      725.185,81       231.410,69       30.142.000,00     189.894,60
(ILLEGIBLE)      118.744.396,40      723.778,06       232.818,43       30.142.000,00     189.894,60
(ILLEGIBLE)      118.510.161,66      722.361,74       234.234,74       30.142.000,00     189.894,60
(ILLEGIBLE)      118.274.501,98      720.936,82       235.659,68       30.142.000,00     189.894,60
(ILLEGIBLE)      118.037.408,71      719.503,22       237.093,27       30.142.000,00     189.894,60
(ILLEGIBLE)      117.798.873,13      718.060,90       238.535,58       30.142.000,00     189.894,60
(ILLEGIBLE)      117.558.886,45      716.609,81       239.986,68       30.142.000,00     189.894,60
(ILLEGIBLE)      117.317.439,85      715.149,89       241.446,60       30.142.000,00     189.894,60
(ILLEGIBLE)      117.074.524,45      713.681,09       242.915,40       30.142.000,00     189.894,60
(ILLEGIBLE)      116.830.131,32      712.203,36       244.393,13       30.142.000,00     189.894,60
(ILLEGIBLE)      116.584.251,46      710.716,63       245.879,86       30.142.000,00     189.894,60
(ILLEGIBLE)      116.336.875,83      709.220,86       247.375,63       30.142.000,00     189.894,60
(ILLEGIBLE)      116.087.995,34      707.715,99       248.880,49       30.142.000,00     189.894,60
(ILLEGIBLE)      115.837.600,82      706.201,97       250.394,52       30.142.000,00     189.894,60
(ILLEGIBLE)      115.585.683,07      704.678,74       251.917,75       30.142.000,00     189.894,60
(ILLEGIBLE)      115.332.232,82      703.146,24       253.450,25       30.142.000,00     189.894,60
(ILLEGIBLE)      115.077.240,74      701.604,42       254.992,08       30.142.000,00     189.894,60
(ILLEGIBLE)      114.820.697,47      700.053,21       256.543,27       30.142.000,00     189.894,60
(ILLEGIBLE)      114.562.593,55      698.492,58       258.103,92       30.142.000,00     189.894,60
(ILLEGIBLE)      114.302.919,51      696.922,44       259.674,04       30.142.000,00     189.894,60
(ILLEGIBLE)      114.041.665,78      695.342,76       261.253,73       30.142.000,00     189.894,60
(ILLEGIBLE)      113.778.822,76      693.753,47       262.843,02       30.142.000,00     189.894,60
(ILLEGIBLE)      113.514.380,77      692.154,51       264.441,99       30.142.000,00     189.894,60
(ILLEGIBLE)      113.248.330,10      690.545,82       266.050,67       30.142.000,00     189.894,60
(ILLEGIBLE)      112.980.660,95      688.927,34       267.669,15       30.142.000,00     189.894,60
(ILLEGIBLE)      112.711.363,48      687.299,02       269.297,47       30.142.000,00     189.894,60
(ILLEGIBLE)      112.440.427,78      685.660,79       270.935,70       30.142.000,00     189.894,60
(ILLEGIBLE)      112.167.843,90      684.012,30       272.583,88       30.142.000,00     189.894,60
(ILLEGIBLE)      111.893.601,79      682.354,38       274.242,11       30.142.000,00     189.894,60
(ILLEGIBLE)      111.617.691,38      680.686,08       275.910,41       30.142.000,00     189.894,60
(ILLEGIBLE)      111.340.102,51      679.007,62       277.588,87       30.142.000,00     189.894,60
(ILLEGIBLE)      111.060.824,98      677.318,96       279.277,53       30.142.000,00     189.894,60
</TABLE>

                                                                              13
<PAGE>

<TABLE>
<S>              <C>                 <C>              <C>              <C>               <C>
(ILLEGIBLE)      110.779.848,51      675.620,02       280.976,47       30.142.000,00     189.894,60
(ILLEGIBLE)      110.497.162,76      673.910,75       282.685,75       30.142.000,00     189.894,60
(ILLEGIBLE)      110.212.757,34      672.191,07       284.405,42       30.142.000,00     189.894,60
(ILLEGIBLE)      109.926.621,80      670.460,94       286.135,54       30.142.000,00     189.894,60
(ILLEGIBLE)      109.638.745,59      668.720,28       287.876,21       30.142.000,00     189.894,60
(ILLEGIBLE)      109.349.118,13      666.969,04       289.627,46       30.142.000,00     189.894,60
(ILLEGIBLE)      109.057.728,78      665.207,14       291.389,35       30.142.000,00     189.894,60
(ILLEGIBLE)      108.764.566,81      663.434,52       293.161,97       30.142.000,00     189.894,60
(ILLEGIBLE)      108.469.621,43      661.651,11       294.945,38       30.142.000,00     189.894,60
(ILLEGIBLE)      108.172.881,80      659.856,86       296.739,63       30.142.000,00     189.894,60
(ILLEGIBLE)      107.874.337,01      658.051,70       298.544,79       30.142.000,00     189.894,60
(ILLEGIBLE)      107.573.976,07      656.235,55       300.360,94       30.142.000,00     189.894,60
(ILLEGIBLE)      107.271.787,94      654.408,35       302.188,14       30.142.000,00     189.894,60
 31-Jan-08         (ILLEGIBLE)       (ILLEGIBLE)      (ILLEGIBLE)      30.142.000,00     189.894,60
 29-Feb-08       106.354.148,86      648.859,80       307.736,69       30.142.000,00     189.894,60
 31-Mar-08       106.044.540,11      646.987,74       309.608,75       30.142.000,00     189.894,60
 30-Apr-08       105.733.047,91      645.104,29       311.492,20       30.142.000,00     189.894,60
 31-May-08       105.419.660,79      643.209,37       313.387,12       30.142.000,00     189.894,60
 30-Jun-08       105.104.367,24      641.302,94       315.293,55       30.142.000,00     189.894,60
 31-Jul-08       104.787.155,65      639.384,90       317.211,59       30.142.000,00     189.894,60
 31-Aug-08       104.468.014,36      637.455,20       319.141,29       30.142.000,00     189.894,60
 30-Sep-08       104.146.931,62      635.513,75       321.082,74       30.142.000,00     189.894,60
 31-Oct-08       103.823.895,63      633.560,50       323.035,99       30.142.000,00     189.894,60
 30-Nov-08       103.498.894,51      631.595,37       325.001,12       30.142.000,00     189.894,60
 31-Dec-08       103.171.916,29      629.618,27       326.978,22       30.142.000,00     189.894,60
 31-Jan-09       102.842.948,96      627.629,16       328.967,33       30.142.000,00     189.894,60
 28-Feb-09       102.511.980,41      625.627,94       330.968,55       30.142.000,00     189.894,60
 31-Mar-09       102.178.998,46      623.614,55       332.981,95       30.142.000,00     189.894,60
 30-Apr-09       101.843.990,88      621.586,91       335.007,58       30.142.000,00     189.894,60
 31-May-09       101.506.945,34      619.550,94       337.045,54       30.142.000,00     189.894,60
 30-Jun-09       101.167.849,43      617.500,58       339.095,91       30.142.000,00     189.894,60
 31-Jul-09       100.826.690,69      615.437,75       341.158,74       30.142.000,00     189.894,60
 31-Aug-09       100.483.456,57      613.362,37       343.234,12       30.142.000,00     189.894,60
 30-Sep-09       100.138.134,44      611.274,36       345.322,13       30.142.000,00     189.894,60
 31-Oct-09        99.790.711,60      609.173,65       347.422,84       30.142.000,00     189.894,60
 30-Nov-09        99.441.175,27      607.060,16       349.536,33       30.142.000,00     189.894,60
 31-Dec-09        99.089.512,60      604.933,82       351.662,67       30.142.000,00     189.894,60
 31-Jan-10        98.735.710,65      602.794,53       353.801,95       30.142.000,00     189.894,60
 28-Feb-10        98.379.756,39      600.642,24       355.954,26       30.142.000,00     189.894,60
 31-Mar-10        98.021.636,76      598.476,85       358.119,63       30.142.000,00     189.894,60
 30-Apr-10        97.661.338,56      596.298,29       360.298,20       30.142.000,00     189.894,60
 31-May-10        97.298.848,54      594.106,48       362.490,02       30.142.000,00     189.894,60
 30-Jun-10        96.934.153,38      591.901,33       364.695,16       30.142.000,00     189.894,60
 31-Jul-10        96.567.239,66      589.682,77       366.913,72       30.142.000,00     189.894,60
</TABLE>

                                                                              14
<PAGE>

<TABLE>
<S>               <C>                <C>              <C>              <C>               <C>
 31-Aug-10        96.198.093,88      587.450,71       369.145,78       30.142.000,00     189.894,60
 30-Sep-10        95.826.702,46      585.205,07       371.391,42       30.142.000,00     189.894,60
 31-Oct-10        95.453.051,74      585.945,77       373.650,72       30.142.000,00     189.894,60
 30-Nov-10        95.077.127,98      580.672,73       375.923,76       30.142.000,00     189.894,60
 31-Dec-10        94.698.917,35      578.385,86       378.210,63       30.142.000,00     189.894,60
 31-Jan-11        94.318.405,94      576.085,08       380.511,41       30.142.000,00     189.894,60
 28-Feb-11        93.935.579,76      573.770,30       382.826,18       30.142.000,00     189.894,60
 31-Mar-11        93.550.424,71      571.441,44       385.155,05       30.142.000,00     189.894,60
 30-Apr-11        93.162.926,64      569.098,42       387.498,07       30.142.000,00     189.894,60
 31-May-11        92.773.071,28      566.741,14       389.855,36       30.142.000,00     189.894,60
 30-Jun-11        92.380.844,31      564.369,52       392.226,97       30.142.000,00     189.894,60
 31-Jul-11        91.986.231,29      561.983,47       394.613,02       30.142.000,00     189.894,60
 31-Aug-11        91.589.217,71      559.582,91       397.013,58       30.142.000,00     189.894,60
 30-Sep-11        91.189.788,96      557.167,74       399.428,75       30.142.000,00     189.894,60
 31-Oct-11        90.787.930,35      554.737,88       401.858,61       30.142.000,00     189.894,60
 30-Nov-11        90.383.627,10      552.293,24       404.303,25       30.142.000,00     189.894,60
 31-Dec-11        89.976.864,35      549.883,73       406.762,75       30.142.000,00     189.894,60
 31-Jan-12        89.567.627,11      547.359,26       409.237,24       30.142.000,00     189.894,60
 29-Feb-12        89.155.900,36      544.869,73       411.726,75       30.142.000,00     189.894,60
 31-Mar-12        88.741.668,93      542.365,06       414.231,43       30.142.000,00     189.894,60
 30-Apr-12        88.324.917,59      539.845,15       416.751,34       30.142.000,00     189.894,60
 31-May-12        87.905.631,01      537.309,92       419.286,58       30.142.000,00     189.894,60
 30-Jun-12        87.483.793,78      534.759,26       421.837,23       30.142.000,00     189.894,60
 31-Jul-12        87.059.390,37      532.193,08       424.403,41       30.142.000,00     189.894,60
 31-Aug-12        86.632.405,17      529.611,29       426.985,20       30.142.000,00     189.894,60
 30-Sep-12        86.202.822,48      527.013,80       429.582,69       30.142.000,00     189.894,60
 31-Oct-12        85.770.626,49      524.400,50       432.195,99       30.142.000,00     189.894,60
 30-Nov-12        85.335.801,31      521.771,31       434.825,18       30.142.000,00     189.894,60
 31-Dec-12        84.898.330,95      519.126,12       437.470,36       30.142.000,00     189.894,60
 31-Jan-13        84.458.199,30      516.464,85       440.131,65       30.142.000,00     189.894,60
 28-Feb-13        84.015.390,19      513.787,38       442.809,11       30.142.000,00     189.894,60
 30-Apr-13         (ILLEGIBLE)       (ILLEGIBLE)      (ILLEGIBLE)      30.142.000,00     189.894,60
 31-May-13        82.670.734,68      505.656,85       450.939,64       30.142.000,00     189.894,60
(ILLEGIBLE)       82.217.051,83      502.916,64       453.682,85       30.142.000,00     189.894,60
(ILLEGIBLE)       81.760.609,07      500.153,73       456.442,76       30.142.000,00     189.894,60
(ILLEGIBLE)       81.301.389,62      497.377,04       459.219,45       30.142.000,00     189.894,60
(ILLEGIBLE)       80.839.376,58      494.583,45       462.013,04       30.142.000,00     189.894,60
(ILLEGIBLE)       80.374.552,96      491.772,87       464.823,62       30.142.000,00     189.894,60
(ILLEGIBLE)       79.906.901,67      488.945,20       467.651,29       30.142.000,00     189.894,60
(ILLEGIBLE)       79.436.405,50      486.100,32       470.496,17       30.142.000,00     189.894,60
(ILLEGIBLE)       78.963.047,14      483.238,13       473.358,36       30.142.000,00     189.894,60
(ILLEGIBLE)       78.486.809,19      480.358,54       476.237,95       30.142.000,00     189.894,60
(ILLEGIBLE)       78.007.674,12      477.461,42       479.135,07       30.142.000,00     189.894,60
(ILLEGIBLE)       77.525.624,32      474.546,68       482.049,80       30.142.000,00     189.894,60
</TABLE>

                                                                              15
<PAGE>

<TABLE>
<S>               <C>                <C>              <C>              <C>               <C>
(ILLEGIBLE)       77.040.642,04      471.614,21       484.982,28       30.142.000,00     189.894,60
(ILLEGIBLE)       76.552.709,46      468.663,91       487.932,58       30.142.000,00     189.894,60
(ILLEGIBLE)       76.061.808,62      465.695,65       490.900,84       30.142.000,00     189.894,60
(ILLEGIBLE)       75.567.921,46      462.709,34       493.887,16       30.142.000,00     189.894,60
(ILLEGIBLE)       75.071.029,83      459.704,86       496.891,63       30.142.000,00     189.894,60
(ILLEGIBLE)       74.571.115,44      456.682,10       499.914,39       30.142.000,00     189.894,60
(ILLEGIBLE)       74.068.159,90      453.640,95       502.955,54       30.142.000,00     189.894,60
(ILLEGIBLE)       73.562.144,71      450.581,31       506.015,19       30.142.000,00     189.894,60
(ILLEGIBLE)       73.053.051,27      447.503,05       509.093,44       30.142.000,00     189.894,60
(ILLEGIBLE)       72.540.860,84      444.406,06       512.190,43       30.142.000,00     189.894,60
(ILLEGIBLE)       72.025.554,59      441.290,24       515.306,25       30.142.000,00     189.894,60
(ILLEGIBLE)       71.507.113,56      438.155,46       518.441,03       30.142.000,00     189.894,60
(ILLEGIBLE)       70.985.518,67      435.001,61       521.594,89       30.142.000,00     189.894,60
(ILLEGIBLE)       70.460.750,76      431.828,57       524.767,91       30.142.000,00     189.894,60
(ILLEGIBLE)       69.837.790,50      428.636,23       622.960,26       30.142.000,00     189.894,60
(ILLEGIBLE)       69.401.618,49      425.424,48       436.172,01       30.142.000,00     189.894,60
(ILLEGIBLE)       68.867.215,18      422.193,18       534.403,31       30.142.000,00     189.894,60
(ILLEGIBLE)       68.329.560,92      418.942,23       537.654,26       30.142.000,00     189.894,60
(ILLEGIBLE)       67.788.635,92      415.671,50       540.925,00       30.142.000,00     189.894,60
(ILLEGIBLE)       67.244.420,29      412.380,87       544.215,63       30.142.000,00     189.894,60
(ILLEGIBLE)       66.696.849,03      409.070,22       547.571,26       30.142.000,00     189.894,60
(ILLEGIBLE)       66.146.036,98      405.739,44       550.812,05       30.142.000,00     189.894,60
(ILLEGIBLE)       65.591.828,88      402.388,39       554.208,10       30.142.000,00     189.894,60
(ILLEGIBLE)       65.034.249,35      399.016,96       557.579,53       30.142.000,00     189.894,60
(ILLEGIBLE)       64.473.277,87      395.625,02       560.971,48       30.142.000,00     189.894,60
(ILLEGIBLE)       63.908.893,82      392.212,44       564.384,05       30.142.000,00     189.894,60
(ILLEGIBLE)       63.341.076,44      388.779,10       567.817,38       30.142.000,00     189.894,60
(ILLEGIBLE)       62.769.804,83      385.324,88       571.271,61       30.142.000,00     189.894,60
(ILLEGIBLE)       62.195.057,99      381.849,65       574.746,84       30.142.000,00     189.894,60
(ILLEGIBLE)       61.616.814,77      378.353,27       578.243,22       30.142.000,00     189.894,60
(ILLEGIBLE)       61.035.053,90      374.835,62       581.760,87       30.142.000,00     189.894,60
(ILLEGIBLE)       60.449.753,99      371.296,58       585.299,91       30.142.000,00     189.894,60
(ILLEGIBLE)       59.860.893,50      367.736,00       588.860,49       30.142.000,00     189.894,60
(ILLEGIBLE)       59.268.450,78      364.153,77       592.442,72       30.142.000,00     189.894,60
(ILLEGIBLE)       58.672.404,03      360.549,74       596.046,75       30.142.000,00     189.894,60
(ILLEGIBLE)       58.072.731,33      356.923,79       599.672,70       30.142.000,00     189.894,60
(ILLEGIBLE)       57.469.410,72      353.275,78       603.320,61       30.142.000,00     189.894,60
(ILLEGIBLE)       56.862.419,72      349.605,58       606.991,00       30.142.000,00     189.894,60
(ILLEGIBLE)       56.251.736,28      345.913,05       610.683,44       30.142.000,00     189.894,60
(ILLEGIBLE)       55.637.337,85      342.198,06       614.398,43       30.142.000,00     189.894,60
(ILLEGIBLE)       55.019.201,83      338.460,47       618.136,02       30.142.000,00     189.894,60
(ILLEGIBLE)       54.397.305,49      334.700,14       621.896,34       30.142.000,00     189.894,60
(ILLEGIBLE)       53.771.625,94      330.916,94       625.679,55       30.142.000,00     189.894,60
(ILLEGIBLE)       53.142.140,17      327.110,72       629.485,77       30.142.000,00     189.894,60
</TABLE>

                                                                              16
<PAGE>

<TABLE>
<S>                <C>                <C>             <C>             <C>                <C>
(ILLEGIBLE)        52.508.825,04      323.281,35      633.315,13      30.142.000,00      189.894,60
(ILLEGIBLE)        51.871.657,23      319.428,69      637.167,81      30.142.000,00      189.894,60
(ILLEGIBLE)        51.230.613,32      315.552,58      641.043,91      30.142.000,00      189.894,60
(ILLEGIBLE)        50.585.669,83      311.652,90      644.943,59      30.142.000,00      189.894,60
(ILLEGIBLE)        49.936.802,73      307.729,49      648.867,00      30.142.000,00      189.894,60
 ILLEGIBLE           ILLEGIBLE         ILLEGIBLE      ILLEGIBLE         ILLEGIBLE         ILLEGIBLE
 31-Aug-18         47,966,421.89      295,815.48      660,781.01      30,142,000.00      189,894.60
30-Sept-18         47,301,621.14      291,795.73      664,800.76      30,142,000.00      189,894.60
 31-Oct-18         46,632,776.18      287,751.53      668,844.96      30,142,000.00      189,894.60
 30-Nov-18         45,959,862.41      283,682.72      672,913.33      30,142,000.00      189,894.60
 31-Dec-18         45,282,855.08      279,589.16      677,007.33      30,142,000.00      189,894.60
 31-Jan-19         44,601,729.29      275,470.70      681,125.79      30,142,000.00      189,894.60
 29-Feb-19         43,916,459.99      271,327.19      685,269.30      30,142,000.00      189,894.60
 31-Mar-19         43,227,021.96      267,158.46      689,438.03      30,142,000.00      189,894.60
 30-Apr-19         42,533,389.86      262,964.38      693,632.11      30,142,000.00      189,894.60
 31-May-19         41,835,538.16      258,744.79      697,851.70      30,142,000.00      189,894.60
 30-Jun-19         41,133,441.19      254,499.52      702,096,97      30,142,000.00      189,894.60
 31-Jul-19         40,427,073.13      250,228.43      706,368.06      30,142,000.00      189,894.60
 31-Aug-19         39,716,408.00      245,931.36      710,665.13      30,142,000.00      189,894.60
30-Sept-19         39,001,419.66      241,608.15      714,988.34      30,142,000.00      189,894.60
 31-Oct-19         38,282,081,81      237,258.64      719,337.85      30,142,000.00      189,894.60
 30-Nov-19         37,558,367.98      232,882.66      723,713.83      30,142,000.00      189,894.60
 31-Dec-19         36,830,251.57      228,480.07      728,116.42      30,142,000.00      189,894.60
 31-Jan-20         36,097,705.77      224,050.70      732,545.79      30,142,000.00      189,894.60
 28-Feb-20         35,360,703.66      219,594.38      737,002.11      30,142,000.00      189,894.60
 31-Mar-20         34,619,218.12      215,110.95      741,485.54      30,142,000.00      189,894.60
 30-Apr-20         33,873,221.87      210,600.24      745,996.25      30,142,000.00      189,894.60
 31-May-20         33,122,687.48      206,062.10      750,534.39      30,142,000.00      189,894.60
 30-Jun-20         32,367,587.34      201,496.35      755,100.14      30,142,000.00      189,894.60
 31-Jul-20         31,607,893,67      196,902.82      759,693.67      30,142,000.00      189,894.60
 31-Aug-20         30,843,578.54      192,281.35      764,315.14      30,142,000.00      189,894.60
30-Sept-20         30,074,613.81      187,631.77      768,964.72      30,142,000.00      189,894.60
 31-Oct-20         29,300,971.23      182,953.90      773,642.59      30,142,000.00      189,894.60
 30-Nov-20         28,522,622.31      178,247.57      778,348.92      30,142,000.00      189,894.60
 31-Dec-20         27,739,538.44      173,512.62      783,083.87      30,142,000.00      189,894.60
 31-Jan-21         26,951,690.81      168,748.86      787,847.63      30,142,000.00      189,894.60
 28-Feb-21         26,159,050.44      163,956.12      792,640.37      30,142,000.00      189,894.60
 31-Mar-21         25,361,588.17      159,134.22      797,462.27      30,142,000.00      189,894.60
 30-Apr-21         24,559,274.68      154,282.99      802,313.50      30,142,000.00      189,894.60
 31-May-21         23,752,080.44      149,402.25      807,194.24      30,142,000.00      189,894.60
 30-Jun-21         22,939,975.77      144,491.82      812,104.67      30,142,000.00      189,894.60
 31-Jul-21         22,122,930.80      139,551.52      817,044.97      30,142,000.00      189,894.60
 31-Aug-21         21,300,915.47      134,581.16      822,015.33      30,142,000.00      189,894.60
30-Sept-21         20,473,899.55      129,580.57      827,015.92      30,142,000.00      189,894.60
 31-Oct-21         19,641,852.62      124,549.56      832,046.93      30,142,000.00      189,894.60
 30-Nov-21         18,804,744.07      119,487.94      837,108.55      30,142,000.00      189,894.60
 31-Dec-21         17,962,543,10      114,395.53      842,200.96      30,142,000.00      189,894.60
</TABLE>

                                                                              17
<PAGE>

<TABLE>
<S>                <C>                <C>             <C>             <C>                <C>
 31-Jan-22         17,115,218.75      109,272.14      847,324.35      30,142,000.00      189,894.60
 28-Feb-22         16,262,739.84      104,117.58      852,478.91      30,142,000.00      189,894.60
 31-Mar-22         15,405,075.02       98,931.67      857,664.82      30,142,000.00      189,894.60
 30-Apr-22         14,542,192.73       93,714.21      862,882.28      30,142,000.00      189,894.60
 31-May-22         13,674,064.25       88,465.01      868,131.48      30,142,000.00      189,894.60
 30-Jun-22         12,800,648.63       83,183.87      873,412,62      30,142,000.00      189,894.60
 31-Jul-22         11,921,922,75       77,870,61      878,725,88      30,142,000.00      189,894.60
 31-Aug-22         11,037,851.29       72,525.03      884,071.46      30,142,000.00      189,894.60
30-Sept-22         10,148,401.73       67,146.93      889,449.56      30,142,000.00      189,894.60
 31-Oct-22          9,253,541.35       61,736.11      894,860.38      30,142,000.00      189,894.60
 30-Nov-22          8,353,237.24       56,292.38      900,304.11      30,142,000.00      189,894.60
 31-Dec-22          7,447,456.28       50,815.53      905,780.96      30,142,000.00      189,894.60
 31-Jan-23          6,536,165.15       45,305.36      911,291.13      30,142,000.00      189,894.60
 29-Feb-23          5,619,330.33       39,761.67      916,834.82      30,142,000.00      189,894.60
 31-Mar-23          4,696,916.10       34,184.26      922,412.23      30,142,000.00      189,894.60
 30-Apr-23          3,768,894.53       28,572.92      928,023.57      30,142,000.00      189,894.60
 31-May-23          2,835,225.48       22,927.44      933,669.05      30,142,000.00      189,894.60
 30-Jun-23          1,895,876.61       17,247.62      939,348.87      30,142,000.00      189,894.60
 31-Jul-23            950,813.37       11,533.11      945,063.24      30,142,000.00      189,894.60
 31-Aug-23                  0.00        5,784.11      950,813.37               0.00      189,894.60
</TABLE>

                                                                              18
<PAGE>

(ILLEGIBLE)

                                                                              19
<PAGE>

<TABLE>
<CAPTION>
CONTRIBUTION          ACC. RESERVE
------------          ------------
<S>                   <C>
30-Sept-03              95,350.68
31-Oct-03               95,350.68
30-Nov-03               95,350.68
31-Dec-03               95,350.68
31-Jan-04               95,350.68
29-Feb-04               95,350.68
31-Mar-04               95,350.68
30-Apr-04               95,350.68
31-May-04               95,350.68
30-Jun-04               95,350.68
31-Jul-04               95,350.68
31-Aug-04               95,350.68
30-Sept-04              95,350.68
31-Oct-04               95,350.68
30-Nov-04               95,350.68
31-Dec-04               95,350.68
31-Jan-05               95,350.68
28-Feb-05               95,350.68
31-Mar-05               95,350.68
30-Apr-05               95,350.68
31-May-05               95,350.68
30-Jun-05               95,350.68
31-Jul-05               95,350.68
31-Aug-05               95,350.68
30-Sept-05              95,350.68
31-Oct-05               95,350.68
30-Nov-05               95,350.68
31-Dec-05               95,350.68
31-Jan-06               95,350.68
</TABLE>

                                                                              23
<PAGE>

<TABLE>
<S>                     <C>
28-Feb-06               95,350.68
31-Mar-06               95,350.68
30-Apr-06               95,350.68
31-May-06               95,350.68
30-Jun-06               95,350.68
31-Jul-06               95,350.68
31-Aug-06               95,350.68
30-Sept-06              95,350.68
31-Oct-06               95,350.68
30-Nov-06               95,350.68
31-Dec-06               95,350.68
31-Jan-07               95,350.68
28-Feb-07               95,350.68
31-Mar-07               95,350.68
30-Apr-07               95,350.68
31-May-07               95,350.68
30-Jun-07               95,350.68
31-Jul-07               95,350.68
31-Aug-07               95,350.68
30-Sept-07              95,350.68
31-Oct-07               95,350.68
30-Nov-07               95,350.68
31-Dec-07               95,350.68
31-Jan-08               95,350.68
29-Feb-08               95,350.68
31-Mar-08               95,350.68
30-Apr-08               95,350.68
31-May-08               95,350.68
30-Jun-08               95,350.68
31-Jul-08               95,350.68
31-Aug-08               95,350.68
30-Sept-08              95,350.68
31-Oct-08               95,350.68
30-Nov-08               95,350.68
31-Dec-08               95,350.68
31-Jan-09               95,350.68
28-Feb-09               95,350.68
31-Mar-09               95,350.68
30-Apr-09               95,350.68
31-May-09               95,350.68
30-Jun-09               95,350.68
31-Jul-09               95,350.68
31-Aug-09               95,350.68
30-Sept-09              95,350.68
31-Oct-09               95,350.68
</TABLE>

                                                                              24
<PAGE>

<TABLE>
<S>                     <C>
30-Nov-09               95,350.68
31-Dec-09               95,350.68
31-Jan-10               95,350.68
28-Feb-10               95,350.68
31-Mar-10               95,350.68
30-Apr-10               95,350.68
31-May-10               95,350.68
30-Jun-10               95,350.68
31-Jul-10               95,350.68
31-Aug-10               95,350.68
30-Sept-10              95,350.68
31-Oct-10               95,350.68
30-Nov-10               95,350.68
31-Dec-10               95,350.68
31-Jan-11               95,350.68
28-Feb-11               95,350.68
31-Mar-11               95,350.68
30-Apr-11               95,350.68
31-May-11               95,350.68
30-Jun-11               95,350.68
31-Jul-11               95,350.68
31-Aug-11               95,350.68
30-Sept-11              95,350.68
31-Oct-11               95,350.68
30-Nov-11               95,350.68
31-Dec-11               95,350.68
31-Jan-12               95,350.68
29-Feb-12               95,350.68
31-Mar-12               95,350.68
30-Apr-12               95,350.68
31-May-12               95,350.68
30-Jun-12               95,350.68
31-Jul-12               95,350.68
31-Aug-12               95,350.68
30-Sept-12              95,350.68
31-Oct-12               95,350.68
30-Nov-12               95,350.68
31-Dec-12               95,350.68
31-Jan-13               95,350.68
28-Feb-13               95,350.68
31-Mar-13               95,350.68
30-Apr-13               95,350.68
31-May-13               95,350.68
30-Jun-13               95,350.68
31-Jul-13               95,350.68
31-Aug-13               95,350.68
</TABLE>

                                                                              25
<PAGE>

<TABLE>
<S>                     <C>
30-Sept-13              95,350.68
31-Oct-13               95,350.68
30-Nov-13               95,350.68
31-Dec-13               95,350.68
31-Jan-14               95,350.68
28-Feb-14               95,350.68
31-Mar-14               95,350.68
30-Apr-14               95,350.68
31-May-14               95,350.68
30-Jun-14               95,350.68
31-Jul-14               95,350.68
31-Aug-14               95,350.68
30-Sept-14              95,350.68
31-Oct-14               95,350.68
30-Nov-14               95,350.68
31-Dec-14               95,350.68
31-Jan-15               95,350.68
28-Feb-15               95,350.68
31-Mar-15               95,350.68
30-Apr-15               95,350.68
31-May-15               95,350.68
30-Jun-15               95,350.68
31-Jul-15               95,350.68
31-Aug-15               95,350.68
30-Sept-15              95,350.68
31-Oct-15               95,350.68
30-Nov-15               95,350.68
31-Dec-15               95,350.68
31-Jan-16               95,350.68
29-Feb-16               95,350.68
31-Mar-16               95,350.68
30-Apr-16               95,350.68
31-May-16               95,350.68
30-Jun-16               95,350.68
31-Jul-16               95,350.68
31-Aug-16               95,350.68
30-Sept-16              95,350.68
31-Oct-16               95,350.68
30-Nov-16               95,350.68
31-Dec-16               95,350.68
31-Jan-17               95,350.68
28-Feb-17               95,350.68
31-Mar-17               95,350.68
30-Apr-17               95,350.68
31-May-17               95,350.68
30-Jun-17               95,350.68
31-Jul-17               95,350.68
31-Aug-17               95,350.68
30-Sept-17              95,350.68
</TABLE>

                                                                              26
<PAGE>

<TABLE>
<S>                     <C>
31-Oct-17               95,350.68
30-Nov-17               95,350.68
31-Dec-17               95,350.68
31-Jan-18               95,350.68
28-Feb-18               95,350.68
31-Mar-18               95,350.68
30-Apr-18               95,350.68
31-May-18               95,350.68
30-Jun-18               95,350.68
31-Jul-18               95,350.68
31-Aug-18               95,350.68
30-Sept-18              95,350.68
31-Oct-18               95,350.68
30-Nov-18               95,350.68
31-Dec-18               95,350.68
31-Jan-19               95,350.68
28-Feb-19               95,350.68
31-Mar-19               95,350.68
30-Apr-19               95,350.68
31-May-19               95,350.68
30-Jun-19               95,350.68
31-Jul-19               95,350.68
31-Aug-19               95,350.68
30-Sept-19              95,350.68
31-Oct-19               95,350.68
30-Nov-19               95,350.68
31-Dec-19               95,350.68
31-Jan-20               95,350.68
29-Feb-20               95,350.68
31-Mar-20               95,350.68
30-Apr-20               95,350.68
31-May-20               95,350.68
30-Jun-20               95,350.68
31-Jul-20               95,350.68
31-Aug-20               95,350.68
30-Sept-20              95,350.68
31-Oct-20               95,350.68
30-Nov-20               95,350.68
31-Dec-20               95,350.68
31-Jan-21               95,350.68
28-Feb-21               95,350.68
31-Mar-21               95,350.68
30-Apr-21               95,350.68
31-May-21               95,350.68
30-Jun-21               95,350.68
31-Jul-21               95,350.68
31-Aug-21               95,350.68
</TABLE>

                                                                              27
<PAGE>

<TABLE>
<S>                 <C>
30-Sept-21              95,350.68
31-Oct-21               95,350.68
30-Nov-21               95,350.68
31-Dec-21               95,350.68
31-Jan-22               95,350.68
28-Feb-22               95,350.68
31-Mar-22               95,350.68
30-Apr-22               95,350.68
31-May-22               95,350.68
30-Jun-22               95,350.68
31-Jul-22               95,350.68
31-Aug-22               95,350.68
30-Sept-22              95,350.68
31-Oct-22               95,350.68
30-Nov-22               95,350.68
31-Dec-22               95,350.68
31-Jan-23               95,350.68
28-Feb-23               95,350.68
31-Mar-23               95,350.68
30-Apr-23               95,350.68
31-May-23               95,350.68
30-Jun-23               95,350.68
31-Jul-23               95,350.68
31-Aug-23               95,350.68
                    22,884,163.40
</TABLE>

                                                                       ILLEGIBLE

WITH MY INTERVENTION: It is recorded that the consent has been freely given,
that the granting is conform to the legality and the will duly informed that the
grantors or participants and that the parties with a sole signature reproduce in
the page 4 have given their conformity to all the content of the present deed
comprising 21 pages, including the current one, numbered 1 to 21, inclusive,
Santa Cruz de Tenerife, on the first of August 2003. The Nopotary

WITH MY INTERVENTION
NICOLAS QUNTANA PLASENCIA, NOTARY

[An illegible signature, paraph and round rubber-stamp of the Notary]

                                                                              28
<PAGE>


                  AMENDATORY NON-EXTINCTIVE NOVATION AGREEMENT

                                     BETWEEN

                          NAVIERA TEEKAY GAS III, S.A.

                                    AS LENDER

                                       AND

                           TEEKAY SHIPPING SPAIN, S.A.

                                  AS GUARANTOR

                                       AND

          CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA")

              CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA")

           CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID")

                          CAIXA D'ESTALVIS DE CATALUNYA

                      CAJA DE AHORROS DE CASTILLA LA MANCHA

                   CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA

                            CAJA DE AHORROS DE MURCIA

                  CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA

                       CAJA DE AHORROS MUNICIPAL DE BURGOS

                        CAJA DE AHORROS DEL MEDITERRANEO

     MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y
                              ANTEQUERA ("UNICAJA")

                      INSTITUTO DE CREDITO OFICIAL ("ICO")

                    CAJA DE AHORROS DE SANTANDER Y CANTABRIA

                               BANCO GALLEGO, S.A.

           CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ

              MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ

                            LICO LEASING, S.A. E.F.C.

                              AS LENDING FACILITIES

                      [GOMEZ-ACEBO & POMBO ABOGADOS LOGO]


                                                                          [SEAL]

<PAGE>

                  AMENDATORY NON-EXTINCTIVE NOVATION AGREEMENT

In Madrid, on July 2, 2004

With the intervention of the Notary of the Distinguished Association of Madrid,
Mr. Pedro de Elizalde y Aymerich

                                   THE PARTIES

Of the one part,

Mr. Pedro Manuel Solana Martinez, of age, with National Identity Card number
25943811-H and professional residence on Calle Musgo 5, Madrid, who takes part
in the name and on behalf of NAVIERA TEEKAY GAS III, S.A. (formerly known as
NAVIERA F. TAPIAS GAS III, S.A.) (hereinafter, the "BORROWER"), with registered
offices on Calle Musgo 5, Madrid and Tax Identification Number A-82715756, by
virtue of the power of attorney deed executed before the Notary of Madrid Mr.
Juan Carlos Caballeria Gomez, on June 30, 2004, under his protocol number 2454.

And of the other,

Mr. Pedro Manuel Solana Martinez, of age, with National Identity Card number
25943811-H and professional residence on Calle Musgo 5, Madrid, in the name and
on behalf of TEEKAY SHIPPING SPAIN, S.A. (formerly known as NAVIERA F. TAPIAS,
S.A.) (hereinafter, the "GUARANTOR") with registered offices on Calle Musgo 5,
Madrid and Tax Identification Number A-78553153, as per the power of attorney
deed executed on June 30, 2004 before the Notary of Madrid Mr. Juan Carlos
Caballeria Gomez, under his protocol number 2453.

And of the other,

Mr. Pablo Francisco Herrero Martinez, of age, with professional residence on
Avenida de Garcia Barbon 1 y 3, Vigo and National Identity Card number
1084898-B, in the name and on behalf of CAIXA DE AFORROS DE VIGO, OURENSE E
PONTEVEDRA ("CAIXANOVA"), with registered offices on Avenida Garcia Barbon 1 y
3, Vigo and Tax Identification Number G-36600369. He is empowered for this
proceeding by virtue of the power of attorney deed executed on May 17, 1990
before the Notary of Vigo Mr. Manuel Martinez Rebollido, under his protocol
number 823.

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               1
<PAGE>

Mr. Angel Garcia Llamazares, of age, with professional residence on Avenida
Diagonal 621-629, Barcelona and National Identity Card number 14860370-R, by
virtue of the power of attorney deed executed on March 25, 1993 before the
Notary of Barcelona Mr. Josep Vicente Martinez-Borso Lopez, under his protocol
number 900, and Ms. Ana Maria Perez Fernandez, of age, with professional
residence on Avenida Diagonal 621-629, Barcelona and National Identity Card
number 393979-N, by virtue of the power of attorney deed executed on April 29,
1997 before the Notary of Barcelona Mr. Ignacio Manrique Plaza, under his
protocol number 1589, in the name and on behalf of CAIXA D'ESTALVIS I PENSIONS
DE BARCELONA ("LA CAIXA"), with registered offices on Avenida Diagonal 621-629,
Barcelona and Tax Identification Number G-58-899998.

Mr. Cesar Diaz de Teran Lopez, of age, with professional residence on Plaza del
Celenque, Madrid and with National Identity Card number 5138373-M, by virtue of
the power of attorney deed executed on November 15, 1999 before the Notary of
Madrid Mr. Gerardo Munoz de Dios, under his protocol number 6753, and Ms. Isabel
Lopez Esnaola, of age, with professional residence on Plaza del Celenque 2,
Madrid and National Identity Card number 30571227-H, by virtue of the power of
attorney deed executed on April 2, 2001 before the Notary of Madrid Mr. Gerardo
Munoz de Dios, under his protocol number 2134, in the name and on behalf of CAJA
DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID"), with registered offices
on Plaza del Celenque 2, Madrid and Tax Identification Number G-28029007.

Ms. Maria Belen Borque San Martin, of age, with professional residence on Plaza
Antonio Maura 6, Barcelona and National Identity Card number 824654-N, in the
name and on behalf of CAIXA D'ESTALVIS DE CATALUNYA, with registered offices on
Plaza Antonio Maura 6, Barcelona and Tax Identification Number G-08169815 by
virtue of the power of attorney deed executed on September 30, 2002 before the
Notary of Barcelona Mr. Jose Marqueno de Llano, under his protocol number 2390.

Mr. Adolfo Ruiz Ciruelos, of age, with professional residence on Parque San
Julian 20, Cuenca and National Identity Card number 3063460-K, and Mr. Jose Luis
Irala Puyo, of age, with professional residence on Parque San Julian 20, Cuenca
and National Identity Card number 3788120-C, in the name and on behalf of CAJA
DE AHORROS DE CASTILLA LA MANCHA, with registered offices on Parque San Julian
20, Cuenca and Tax Identification Number G-161131336, both by virtue of the
power of attorney deed executed on May 9, 2002 before the Notary of Cuenca Mr.
Carlos de la Haza Guijarro, under his protocol number 1127.

Mr. Andres Perez Martin, of age, with professional residence on Plaza Santa
Teresa, 10, and National Identity Card number 6513273-H, in the name and on
behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA, with registered offices on
Plaza Santa Teresa

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               2
<PAGE>

10, Avila and Tax Identification Number G-05011846 by virtue of the power of
attorney deed executed on September 27, 1988 before the Notary of Avila Mr. Jose
Maria Martinez de Artola e Idoy, under his protocol number 1320.

Mr. Alfonso Estrada Fernandez-Hontoria, of age, with professional residence on
Gran Via Escultor Salzillo 23, Murcia and National Identity Card number
50829764-V, in the name and on behalf of CAJA DE AHORROS DE MURCIA, with
registered offices on Gran Via Escultor Salzillo 23, Murcia and Tax
Identification Number G-30010185 by virtue of the power of attorney deed
executed on November 24, 2003 before the Notary of Murcia Mr. Carlos Penafiel de
Rio, under his protocol number 5751.

Mr. Nicolas Mora de Manuel, of age, with professional residence on Avenida de
Carlos III 8, Pamplona and with National Identity Card number 412924-M, in the
name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA, with
registered offices on Avenida de Carlos III 8, Pamplona and Tax Identification
Number G-31/00199-3 by virtue of the power of attorney deed executed on June 17,
2002 before the Notary of Pamplona Mr. Francisco Salinas Frauca, under his
protocol number 1600.

Ms. Maria Roda Neve, of age, with professional residence on Plaza de la Libertad
s/n (Casa del Cordon), Burgos and with National Identity Card number 2894705-V,
in the name and on behalf of CAJA DE AHORROS MUNICIPAL DE BURGOS, with
registered offices on Plaza de la Libertad s/n (Casa del Cordon), Burgos and Tax
Identification Number G-09000787 by virtue of the power of attorney deed
executed on April 14, 2004 before the Notary of Burgos Mr. Jose Luis Herrero
Ortega, under his protocol number 803.

Mr. Juan Legorburo Escobar, of age, with professional residence on Calle San
Fernando 40, Alicante and with National Identity Card number 51383908-A, in the
name and on behalf of CAJA DE AHORROS DEL MEDITERRANEO, with registered offices
on Calle San Fernando 40, Alicante and Tax Identification Number G-03046562 by
virtue of the power of attorney deed executed on January 29, 1999 before the
Notary of Alicante Mr. Jose Maria Iriarte Calvo, under his protocol number 254.

Mr. Pedro Escobar Rodriguez, of age, with professional residence on Avenida de
Andalucia 10 y 12, Malaga and with National Identity Card number 1098088-E, in
the name and on behalf of MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ,
ALMERIA, MALAGA Y ANTEQUERA ("UNICAJA"), with registered offices on Avenida de
Andalucia 10 y 12, Malaga and Tax Identification Number G-29498086 by virtue of
the power of attorney deed executed on June 30, 1998 before the Notary of Malaga
Mr. Jose Manuel de Torres Puentes, under his protocol number 2729.

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               3
<PAGE>

Mr. Jose Ignacio Gonzalez Martinez, of age, with professional residence on Paseo
del Prado 4, Madrid and with National Identity Card number 30581641-J, in the
name and on behalf of INSTITUTO DE CREDITO OFICIAL ("ICO"), with registered
offices on Paseo del Prado 4, Madrid and Tax Identification Number Q-2876002-C,
by virtue of the power of attorney deed executed on February 14, 2003 before the
Notary of Madrid Mr. Pedro-Jose Bartolome Fuentes, under his protocol number
565.

Ms. Marta Gonzalez Gonzalez, of age, with professional residence on Plaza de
Velarde 3, Santander and National Identity Card number 2636301-H, and Mr.
Francisco Jose Orduna Martinez, of age, with professional residence on Plaza de
Velarde 3, Santander and National Identity Card number 51675383-H, in the name
and on behalf of CAJA DE AHORROS DE SANTANDER Y CANTABRIA, with registered
offices on Plaza de Velarde 3, Santander and Tax Identification Number
C-39/003785 by virtue of the power of attorney deed executed on July 17, 2002
before the Notary of Santander Mr. Javier Asin Zurita, under his protocol number
1781.

Ms. Victoria Orasio Aneas, of age, with professional residence on Calle Melilla
1, Torrejon (Madrid) and with National Identity Card number 51385401-C, by
virtue of the power of attorney deed executed on February 17, 2000 before the
Notary of La Coruna Mr. Federico Macineira Teijeiro, under his protocol number
413, and Mr. Juan Jose Urbina Pascual, of age, with professional residence on
Calle Alemania 1, Pozuelo (Madrid) and National Identity Card number 15907614-D,
by virtue of the power of attorney deed executed on February 17, 2000 before the
Notary of La Coruna Mr. Federico Macineira Teijeiro, under his protocol number
432, in the name and on behalf of BANCO GALLEGO, S.A., with registered offices
on Plaza de Cervantes 15, Santiago de Compostela and Tax Identification Number
A-80042112.

Mr. Jose Luis Perez Perez, of age, with professional residence on Calle Gran Via
6, Madrid and National Identity Card number 51320437-P, in the name and on
behalf of CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, with
registered offices on Plaza de San Francisco 1, Seville and Tax Identification
Number G-41/000167 by virtue of the power of attorney deed executed on June 6,
2003 before the Notary of Seville Mr. Antonio Ojeda Escobar, under his protocol
number 2416.

Mr. Juan Moreno Moreno, of age, with professional residence on Paseo de San
Francisco 18, Badajoz and National Identity Card number 02493687-G, in the name
and on behalf of MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ, with
registered offices on Paseo de San Francisco 18, Badajoz and Tax Identification
Number G-06000681 by virtue of the power of attorney deed executed on January 7,
2002 before the Notary of Badajoz Mr. Luis PIa Rubio, under his protocol number
26.

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               4
<PAGE>

Mr. Manuel P. Bernaldez Bernaldez, of age, with professional residence on Miguel
Angel 23, Madrid and National Identity Card number 7209747-Y, in the name and on
behalf of LICO LEASING, S.A. E.F.C., with registered offices on Miguel Angel 23,
Madrid and Tax Identification Number A-28167799 by virtue of the power of
attorney deed executed on May 19, 1978 before the Notary of Madrid Mr. Antonio
Rodriguez Adrados, under his protocol number 1204.

(the aforementioned institutions will hereinafter be referred to individually as
the "LENDING FACILITY" and jointly as the "LENDING FACILITIES").

All of the above will hereinafter be referred to as the "PARTIES".

                                    RECITALS

I.    Whereas on October 2, 2000 and with the intervention of Madrid Notary Mr.
      Jose Enrique Cachon Blanco, the BORROWER and GUARANTOR executed a
      syndicated loan agreement with CAIXANOVA, LA CAIXA, CAJA MADRID and ICO in
      an amount of 154,000,000 Euros. Subsequently, the rest of the LENDING
      FACILITIES joined the loan agreement by means of: (i) an amendatory and
      stake assignment agreement executed before the Notary of Madrid Mr. Luis
      Ramallo Garcia on October 31, 2000 and (ii) an assignment agreement
      executed on December 15, 2000 before the aforementioned notary Mr. Luis
      Ramallo Garcia. The loan agreement and amendments and assignments
      indicated in this recital will hereinafter be referred to as the "LOAN
      AGREEMENT".

II.   Whereas the Parties have agreed upon a series of amendments to the Loan
      Agreement consisting of: (i) the elimination of the Maintenance and
      Repairs Account, (ii) the biannual endowment of the Grounding Account,
      (iii) the modification of the system for endowment of the Reserve Account,
      (iv) the modification of the operating system for the Income Account and
      (v) the partial lifting of the prohibition on the trading of derivatives
      by the BORROWER.

III.  Whereas the GUARANTOR is in agreement with the modifications stipulated
      herein (the "AGREEMENT") and pursuant to which the deposit furnished in
      guarantee of the obligations of the BORROWER under the Loan Agreement
      maintains all its effects.

IV.   Whereas in view of the foregoing, the Parties agree to formalize this
      amendatory non-extinctive novation agreement in accordance with the
      following

                                    CLAUSES

ONE. AMENDMENTS TO THE LOAN AGREEMENT

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               5
<PAGE>

1.1. Loan Accounts

With regard to the Loan Accounts regulated in Clause TWENTY of the Loan
Agreement, the parties have agreed as follows:

      - The Maintenance and Repairs Account is eliminated;

      - The Grounding Account will hereinafter be endowed biannually instead of
      monthly;

      - The endowment of the Reserve Account will take place in accordance with
      Exhibit I to this Agreement. Nevertheless, the balance of the Reserve
      Account may be less than the one that corresponds to each one of the dates
      established in the aforementioned Exhibit I ("REFERENCE DATES") providing
      that: (i) the existence of agreements is accredited by the Borrower - to
      the satisfaction of the Agent - relative to the coverage of interest rates
      in force to ensure that the balance of the Reserve Account coincides with
      the contents of the aforementioned Exhibit for a subsequent Reference
      Date, and (ii) that the pledge on the aforementioned coverage agreements
      is carried out in accordance with the model attached hereto as Exhibit II.

      - The amounts that, in accordance with the Loan Agreement, should be
      deposited in the Income Account will be placed at the free disposal of the
      BORROWER to cover the operating Expenses of the BORROWER in accordance
      with the budget negotiated and revised annually with the LENDING
      FACILITIES, always providing that, after each drawdown is made, the
      balance remaining in the Income Account is sufficient to cover the
      payments of interest, fees and repayment of Tranches A y B of the Loan,
      and the endowment of the Reserve and, where appropriate, Grounding
      Accounts that should be undertaken by the BORROWER within the
      corresponding month.

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               6
<PAGE>

      Likewise, and with regard to the Income Accounts, the parties state the
      following:

      - The reference to "interest of Tranches A and B of the Loan" established
      in Clause TWENTY 2 of the Loan Agreement includes, in all cases and in
      addition to the interest payable to the LENDING FACILITIES at the Rates
      applicable to the Loan pursuant to the contents of Clauses NINE through
      THIRTEEN of the Loan Agreement, any settlements that, where appropriate,
      should be made by the BORROWER to its counterpart by virtue of the
      contents of the IRS Agreements.

Which, for the clarification purposes, the Parties agree to reflect in the Loan
Agreement.

Consequently, Clause TWENTY of the Loan Agreement is amended, and will
hereinafter have the following wording:

"TWENTY- TREASURY MANAGEMENT AND DISTRIBUTION

1. General provisions

The BORROWER undertakes to have the following accounts (the "Accounts") open by
the date of execution of this agreement, in the Agent's Branch on Serrano 3,
Madrid:

      (i)   Income account

      (ii)  Grounding Account

      (iii) Reserve account

      (iv)  Insurance account

The balances of the aforementioned accounts will be secured as of the opening
thereof in guarantee of the obligations of the BORROWER pursuant to the terms of
Clause TWENTY SIX below. The Accounts should therefore remain open for the
duration of this Agreement.

The Accounts will solely be placed at the BORROWER's disposal subject to the
limits and in accordance with the requirements established in the remaining
subsections of this Clause, although the restrictions thus established will not
affect and may not be alleged by the BORROWER in order to avoid making any
payments due

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               7
<PAGE>

in accordance with this Agreement on their respective maturity dates. At no time
may the Accounts have a zero or negative balance.

The balance existing at any given time in the Accounts will be paid by the Agent
at the interest rate and according to the conditions negotiated in each one of
the agreements for the opening of the respective accounts.

Without prejudice to the contents of the remaining subsections of this Clause,
the Agent may reject any drawdown requests from any of the Accounts under any of
the following circumstances: (i) it a Cause of Early Maturity has occurred; (ii)
if, as a result of the drawdown request, a Cause of Early Maturity occurs, (iii)
if, in the well-founded opinion of the Agent and if the drawdown takes place as
requested, the resulting balance following the drawdown will not be sufficient
to cover the financial expenses deriving from this Agreement and the endowments
to any other Accounts that, where appropriate, should be made pursuant to the
contents of this Agreement, and (iv) when the Agent has not been able to
quantify the financial expenses because it has not received information from the
Borrower on the monthly settlement of the IRS Agreements.

2. Income account

All drawdowns made by the BORROWER from the Loan will be deposited in the Income
Account.

The BORROWER will furthermore make sure that all quantities from the
Time-Charter Agreement or other income that should not be earmarked toward
another specific account of those indicated in this agreement are deposited in
the Income Account.

The BORROWER may solely dispose of the Income Account during the Drawdown Period
in order to make payments in accordance with the Construction Agreement and
during the Repayment Period in order to attend to the following payments:

      (i) Payment of interest and fees for Tranches A and B of the Loan.

      (ii) Repayment, where appropriate, of Tranches A and B of the Loan.

      (iii) Endowment of the Grounding Account in the amount agreed between the
      BORROWER and the LENDING FACILITIES (with the counsel of the Technical
      Advisor).

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               8
<PAGE>

      (iv) Endowment of the Reserve Account.

      (v) Operating expenses of the BORROWER pursuant to the budget negotiated
      and revised annually with the LENDING FACILITIES.

For the purposes of the contents of this subsection, the reference to "interest
on Tranches A and B of the Loan" includes, in all cases and in addition to any
interest payment to the LENDING FACILITIES at the Rates applicable to the Loan
pursuant to the contents of Clauses NINE through THIRTEEN of this Agreement, any
settlements that, where appropriate, should be made by the BORROWER to its
counterpart by virtue of the contents of the IRS Agreements.

At the conclusion of the calendar year, as of the delivery of the Vessel (and
therefore as of the start of the effective validity of the Time-Charter
Agreement), any remaining balance that, where appropriate, is left in the Income
Account may be freely disposed of by the BORROWER always providing that all the
payments listed above have been made and that no cause for Early Maturity has
taken place.

Any interest that the Income Account accrues will be deposited monthly in the
Reserve Account until this is completely endowed.

3, Grounding Account

The Grounding Account will be endowed by completed biannual periods as of the
delivery date of the Vessel - with quantities from the Fleet transferred from
the Income Account and in accordance with the quantity agreed upon between the
BORROWER and the LENDING FACILITIES (advised by the Technical Advisor).

The BORROWER may only dispose of the Grounding Account to attend to those
expenses deriving from the entry of the Vessel into dry dock with the frequency
contained in the Time-Charter Agreement or to attend to non-customary groundings
in those cases in which this is necessary as a result of accidents, breakdowns
or maintenance.

Once drawdowns have been made from the Grounding Account for the permitted
purpose, it will be reendowed in the same terms contained above.

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                               9
<PAGE>

4.    Reserve Account

The Reserve Account will be endowed monthly with income from the Fleet (Capex
and Opex) as well as with interest from the Income Account, in the manner and
with the quantities established in Exhibit I. Nevertheless, the balance of the
Reserve Account may be less that the one that corresponds to each one of the
dates established in the aforementioned Exhibit I ("Reference Dates) providing
that (i) the existence of agreements is accredited by the Borrower - to the
satisfaction of the Agent - relative to the coverage of interest rates in force
to ensure that the balance of the Reserve Account coincides with the contents of
the aforementioned Exhibit for a subsequent Reference Date, and (ii) the pledge
on the aforementioned coverage agreements is carried out in accordance with the
model attached hereto as Exhibit II.

The Reserve Account may only be drawn to cover (i) contingencies in periodic
payment obligations of principal and interest due in accordance with this
agreement for both Tranches, and (ii) the balance that remains on the Date of
Final Maturity, for repayment of Tranche B.

The principal of the Reserve Account will be reinvested monthly at an interest
rate equivalent to the EURIBOR less 0.25%.

This reserve account will be revised monthly and restructured and recapitalized
as necessary in order to comply with its Purpose.

5.    Insurance Account

The BORROWER will ensure that all casualty amounts from insurance companies as a
result of casualties that take place and which are covered by these are
deposited in the Insurance Account.

When the quantities deposited in the Insurance Account come from payments
corresponding to loss of profit insurance and any others covering loss of profit
for any circumstance, the BORROWER may solely dispose of the Insurance Account
to cover the payments indicated in subsection 2 above for the Income Account and
in the same order established in such subsection.

When the quantities deposited in the Insurance Account correspond to the
coverage of the damage that has taken place in the Vessel,(i) if the damages
have caused

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              10
<PAGE>

the Total Loss of the Vessel (and this is thus determined by the insurance
company, in which case a copy of the corresponding report or appraisal should be
sent to the Technical Adviser of the LENDING FACILITIES) all quantities received
from the insurance companies will be applied toward the obligatory early
repayment of the two Tranches of this financing, (ii) if the damages produced
are reparable (and this is thus determined by the insurance company, in which
case a copy of the corresponding report or appraisal should be sent to the
Technical Advisor of the LENDING FACILITIES) the BORROWER may dispose of such
quantities in order to proceed with the repair of the Vessel.

1.2   Derivatives

The Parties agreed to proceed to partially lift the BORROWER's prohibition from
carrying out derivative transactions The BORROWER may therefore subscribe
derivative transactions providing that these are carried out as a means for
endowing the Reserve Account.

Consequently subsection seven (7) of Clause NINETEEN of the Loan Agreement is
amended and will hereinafter have the following wording:

"7. THE BORROWER will not perform derivative transactions with the exception of:
(i) the IRS Agreements, (ii) where appropriate, the financial derivatives tied
to the Loan under the aegis of Royal Decree 442/1994 referenced in point 6 above
and (iii) those derivatives approved by the Agent for facilitating the endowment
of the Reserve Account referred to in clause TWENTY of this Agreement pursuant
to the terms of Exhibit I. The BORROWER likewise undertakes that the coverage of
the insurance contracted is sufficient to cover any costs that could be incurred
as a result of doing away with the financial derivatives assigned to the
transaction in advance".

TWO. SECURITIES

2.1 In that the parties have agreed upon the elimination of the Maintenance and
Repairs Account envisaged in Clause TWENTY of the Loan Agreement, the pledge on
the financial rights deriving from such Maintenance and Repairs Account is
rendered null and void, established by virtue of the pledge policy executed by
CAIXANOVA and the BORROWER on October 2, 2000, with the intervention of the
Notary of Madrid Mr. Jose Enrique Cachon

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              11
<PAGE>

Blanco. The Parties nevertheless agree to ratify the remaining contents of such
pledge policy, which remain fully in force with regard to the real pledge rights
established on any financial rights that could derive from the Income Account,
Grounding Account, Reserve Account and Insurance Account.

2.2 The BORROWER and the GUARANTOR hereby ratify each and every one of the
securities furnished on October 2, 2000 as security for the Loan Agreement.

2.3 The GUARANTOR and the BORROWER undertake to perform any actions necessary
and to execute as many public or private documents as may be necessary or
advisable to reflect the agreements made in this Agreement, so that each and
every one of the securities furnished to ensure the fulfillment of the Loan
Agreement are maintained with all their effects, while adapted to the contents
of this Agreement.

2.4 For the purpose of the power envisaged in subsection 7 of clause TWENTY TWO
of the Loan Agreement, the Parties expressly note for the record that the pledge
on the coverage agreements referred to in subsection 4 of clause TWENTY of the
Loan Agreement (as amended by this Agreement) constitutes a security on the loan
for all purposes, whereby the Agent will be fully empowered to execute, in
representation of the rest of the lending facilities, any public or private
documents that are necessary or advisable and to perform any actions necessary
for the full effectiveness of such security.

THREE. DISPOSAL OF INCOME ACCOUNT

Upon the execution of this amendatory non-extinctive novation agreement, the
BORROWER is empowered to dispose of any amounts, against the Income Account,
that shall have been paid from January 1, 2004 to date as settlements made by
the Borrower to its counterpart in fulfillment of the IRS Agreements.

FOUR. AMENDATORY AND NON-EXTINCTIVE NOVATION

Anything that has not been expressly amended continues to be fully valid in its
terms with full force and effects, with the understanding that this

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              12
<PAGE>

Agreement is an amendatory, non-extinctive novation of the Loan Agreement and
that this Agreement forms an integral part of the Loan Agreement for all
purposes.

FIVE. DEFINED TERMS

Any terms that are not defined in this Agreement should be interpreted pursuant
to and in accordance with the Loan Agreement.

SIX. EXPENSES AND TAXES

Any expenses and taxes deriving from the execution and formalization of this
Agreement as well as any that are necessary for the amendment of the securities
pursuant to the contents of the preceding Clause will be the expense of the
BORROWER, including any expenses and fees of notaries and legal advisors taking
part therein.

SEVEN. APPLICABLE LAW AND JURISDICTION

This Agreement will be interpreted and fulfilled pursuant to its own terms and
governed by Spanish law.

For the resolution of any controversies that may arise with regard to the
fulfillment, execution and interpretation of this Agreement, the Parties submit
to the exclusive jurisdiction of Courts and Tribunals of Madrid.

And in witness whereof, the Parties sign this document in 20 originals and for
one sole purpose with the intervention of the Notary, in the place and on the
date appearing in the heading.

The Parties, by means of their signature on this last sheet, show their full
approval with the integral contents of this Agreement, for whose documentary
evidence and with the consent of the signatories the Notary Public takes part,
attesting to the identity and capacity of the Parties, to the legitimacy of
their signatures and the entire contents of the Agreement and, after making the
legal warnings, he stamps and signs all of the pages, giving all copies original
status as well as full commercial and procedural effects.

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              13
<PAGE>

NAVIERA TEEKAY GAS III, S.A.          TEEKAY SHIPPING SPAIN, S.A.
(Illegible signature)                 (Illegible signature)
BY PROXY                              BY PROXY
MR. PEDRO MANUEL SOLANA MARTINEZ      MR. PEDRO MANUEL SOLANA MARTINEZ
CAIXA DE AFORROS DE VIGO              CAIXA D'ESTALVILS I PENSIONS DE BARCELONA
OURENSE E PONTEVEDRA                  (LA CAIXA)
("CAIXANOVA")                         (Illegible signature)
(Illegible signature)                 BY PROXY
BY PROXY                              MR. ANGEL GARCIA LLAMAZARES
MR. PABLO FRANCISCO HERRERO MARTINEZ  (Illegible signature)
                                       BY PROXY
                                      MS. ANA MARIA PEREZ FERNANDEZ
CAJA DE AHORROS Y MONTE DE PIEDAD     CAIXA D'ESTALVIS DE CATALUNYA
DE MADRID ("CAJA MADRID")             (Illegible signature)
(Illegible signature)                 BY PROXY
BY PROXY                              MS. MARIA BELEN BORQUE SAN MARTIN
MR. CESAR DIAZ DE TERAN LOPEZ
(Illegible signature)
BY PROXY
MS. ISABEL LOPEZ ESNAOLA

CAJA DE AHORROS DE CASTILLA LA        CAJA DE AHORROS Y MONTE DE PIEDAD
MANCHA                                DE AVILA
(Illegible signature)                 (Illegible signature)
BY PROXY                              By proxy
MR. ADOLFO RUIZ CIRUELOS              MR. ANDRES PEREZ MARTIN
[SIGNATURE]
BY PROXY
MR. JOSE LUIS IRALA PUYO
CAJA DE AHORROS DE MURCIA             MONTE DE AHORROS Y MONTE DE
 (Illegible signature)                PIEDAD DE NAVARRA
BY PROXY                              (Illegible signature)
MR. ALFONSO ESTRADA FERNANDEZ-        BY PROXY
HONTORIA                              MR. NICOLAS MORA DE MANUEL
                                      CAJA DE AHORROS DEL MEDITERRANEO
CAJA DE AHORROS MUNICIPAL DE BURGOS   (Illegible signature)
(Illegible signature)                 BY PROXY
BY PROXY                              MR. JUAN LEGORBURO ESCOBAR
MS. MARIA RODA NEVE                   INSTITUTO DE CREDITO OFICIAL
MONTES DE PIEDAD Y CAJAS DE           (Illegible signature)
AHORROS DE RONDA, CADIZ,ALMERIA,      BY PROXY
ALMERIA, MALAGA Y ANTEQUERA           MS. JOSE IGNACIO GONZALEZ MARTINEZ
("UNICAJA")
(Illegible signature)
BY PROXY
MR. PEDRO ESCOBAR RODRIGUEZ

CAJA DE AHORROS DE SANTANDER Y        BANCO GALLEGO, S.A.
CANTABRIA                             [SIGNATURE]
[SIGNATURE]                           BY PROXY
BY PROXY                              MS. VICTORIA ORASIO ANEAS
MS. MARTA GONZALEZ GONZALEZ           [SIGNATURE]
[SIGNATURE]                           BY PROXY
BY PROXY                              MR. JUAN JOSE URBINA PASCUAL
MR. FRANCISCO JOSE ORDUNA MARTINEZ
CAJA DE AHORROS PROVINCIAL SAN        MONTE DE PIEDAD Y CAJA GENERAL DE

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              14
<PAGE>

FERNANDO DE SEVILLA YJEREZ            AHORROS DE BADAJOZ
[SIGNATURE]                           [SIGNATURE]
BY PROXY                              BY PROXY
MR. JOSE LUIS PEREZ PEREZ             MR. JUAN MORENO MORENO

                               INTERVENING NOTARY

             With my intervention, Mr. Pedro de Elizalde y Aymerich

                            With my intervention on
                        this agreement comprised of
                        37 numbered pages, which
                        I sign and seal

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              16

<PAGE>

                                   EXHIBIT I,

                        ENDOWMENT OF THE RESERVE ACCOUNT

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              16
<PAGE>

<TABLE>
<CAPTION>
   DATE              ACC. BALANCE
   ----              ------------
<S>                 <C>
15-Aug-03
30-Aug-03
30-Sept-03             95,350.68
31-Oct-03             191,019.86
30-Nov-03             286,800.55
31-Dec-03             382,776.02
31-Jan-04             478,988.36
29-Feb-04             575,417.29
31-Mar-04             671,979.72
30-Apr-04             768,843.10
31-May-04             865,868.68
30-Jun-04             963,168.52
31-Jul-04           1,060,617.44
31-Aug-04           1,158,355.67
30-Sept-04          1,256,313.92
31-Oct-04           1,354,401.45
30-Nov-04           1,452,801.02
31-Dec-04           1,551,316.60
31-Jan-05           1,650,159.44
28-Feb-05           1,749,224.78
31-Mar-05           1,848,132.07
30-Apr-05           1,947,643.07
31-May-05           2,047,236.65
30-Jun-05           2,147,195.85
31-Jul-05           2,247,224.16
31-Aug-05           2,347,633.55
30-Sept-05          2,448,268.98
31-Oct-05           2,548.953.16
30-Nov-05           2,650,041.77
31-Dec-05           2,751,165.51
31-Jan-06           2,852,709.33
28-Feb-06           2,954,481.73
31-Mar-06           3,055,839.60
30-Apr-06           3,158,069.26
31-May-06           3,260,299.73
30-Jun-06           3,362.989.65
31-Jul-06           3,465.666.54
31-Aug-06           3,568,818.76
30-Sept-06          3,672,203.19
31-Oct-06           3,775,553.69
30-Nov-06           3,879,403.50
31-Dec-06           3,983,205.37
31-Jan-07           4,087,522.63
28-Feb-07           4,192,074.71
31-Mar-07           4,295,948.91
30-Apr-07           4,400,970.18
31-May-07           4,505,908.28
30-Jun-07           4,611,402.18
31-Jul-07           4,716,798,71
</TABLE>

Novation Syndicated Loan Teekay

                                                                              17
<PAGE>

<TABLE>
<S>                  <C>
 31-Aug-07           4,822,767.35
30-Sept-07           4,928,974.53
 31-Oct-07           5,035,062.88
 30-Nov-07           5,141,747.96
 31-Dec-07           5,248,299.83
 31-Jan-08           5,355,464.93
 29-Feb-08           5,462,871.27
 31-Mar-08           5,569,726.01
 30-Apr-08           5,677,614.67
 31-May-08           5,785,333.91
 30-Jun-08           5,893,707.93
 31-Jul-08           6,001,897.92
 31-Aug-08           6,110,759.44
30-Sept-08           6,219,866.02
 31-Oct-08           6,328,766.55
 30-Nov-08           6,438,363.88
 31-Dec-08           6,547,740.40
 31-Jan-09           6,657,830.66
 28-Feb-09           6,768,168.75
 31-Mar-09           6,877,280.79
 30-Apr-09           6,988,112.88
 31-May-09           7,098,687.01
 30-Jun-09           7,210,017.51
 31-Jul-09           7,321,075.06
 31-Aug-09           7,432,906.17
30-Sept-09           7,544,989.03
 31-Oct-09           7,656,776.30
 30-Nov-09           7,769,363.11
 31-Dec-09           7,881,639.18
 31-Jan-10           7,994,732.18
 28-Feb-10           8,108,079.76
 31-Mar-10           8,219,916.17
 30-Apr-10           8,333,770.65
 31-May-10           8,447,276.28
 30-Jun-10           8,561,642.57
 31-Jul-10           8,675,644.61
 31-Aug-10           8,790,524.99
30-Sept-10           8,905,663.97
 31-Oct-10           9,020,415.45
 30-Nov-10           9,136,071.94
 31-Dec-10           9,251,325.36
 31-Jan-11           9,367,501.65
 28-Feb-11           9,483,939.46
 31-Mar-11           9,598,573.33
 30-Apr-11           9,715,531.30
 31-May-11           9,832,047.06
 30-Jun-11           9,949,530.61
 31-Jul-11          10,066,556.13
 31-Aug-11          10,184,567.58
30-Sept-11          10,302,844.69
 31-Oct-11          10,420,639.89
 30-Nov-11          10,539,448.42
</TABLE>

Novation Syndicated Loan Teekay

                                                                              18
<PAGE>

<TABLE>
<S>                 <C>
31-Dec-11           10,657,759.06
31-Jan-12           10,777,101.37
29-Feb-12           10,896,712.32
31-Mar-12           11,015,009.98
30-Apr-12           11,135,156.49
31-May-12           11,254,764.87
30-Jun-12           11,375,451.09
31-Jul-12           11,495,582.95
31-Aug-12           11,616,811.28
30-Sept-12          11,738,312.50
31-Oct-12           11,859,234.84
30-Nov-12           11,981,281.78
31-Dec-12           12,102.733.43
31-Jan-13           12,225,328.51
28-Feb-13           12,348,199.56
31-Mar-13           12,468,657.17
30-Apr-13           12,592,075.98
31-May-13           12,714,858.23
30-Jun-13           12,838,831.26
31-Jul-13           12,962,151.06
31-Aug-13           13,086,680.77
30-Sept-13          13,211,490.80
31-Oct-13           13,335,622.43
30-Nov-13           13,460,992.86
31-Dec-13           13,585,668.03
31-Jan-14           13,711,601.33
28-Feb-14           13,837,818.12
31-Mar-14           13,961,304.50
30-Apr-14           14,088,083.40
31-May-14           14,214,124.67
30-Jun-14           14,341,472.69
31-Jul-14           14,468,065.96
31-Aug-14           14,595,985.62
30-Sept-14          14,724,193.25
31-Oct-14           14,851,620.27
30-Nov-14           14,980,403.35
31-Dec-14           15,108,388.52
31-Jan-15           15,237,749.61
28-Feb-15           15,367,401.91
31-Mar-15           15,493,998.31
30-Apr-15           15,624,227.44
31-May-15           15,753,615.17
30-Jun-15           15,884,428.72
31-Jul-15           16,014,383.29
31-Aug-15           16,145,783.87
30-Sept-15          16,277,480.23
31-Oct-15           16,408,291.05
30-Nov-15           16,540,578.35
31-Dec-15           16,671,962.33
31-Jan-16           16,804,843.17
29-Feb-16           16,938,023.14
31-Mar-16           17,069,042.97
</TABLE>

Novation Syndicated Loan Teekay

                                                                              19
<PAGE>

<TABLE>
<S>                 <C>
30-Apr-16           17,202,817,68
31-May-16           17,335,644.33
30-Jun-16           17,470,019.19
31-Jul-16           17,603,427.93
31-Aug-16           17,738,405.59
30-Sept-16          17,873,687.10
31-Oct-16           18,007,975.23
30-Nov-16           18,143,863.56
31-Dec-16           18,278,740.26
31-Jan-17           18,415,238.12
28-Feb-17           18,552,043.24
31-Mar-17           18,685,114.80
30-Apr-17           18,822,527.44
31-May-17           18,958,882.59
30-Jun-17           19,096,911.51
31-Jul-17           19,233,864.41
31-Aug-17           19,372,512.33
30-Sept-17          19,511,472.37
31-Oct-17           19,649,328.38
30-Nov-17           19,788,911.55
31-Dec-17           19,927,371.96
31-Jan-18           20,067,581.03
28-Feb-18           20,208,105.74
31-Mar-18           20,344,544.48
30-Apr-18           20,485,692.66
31-May-18           20,625,670.98
30-Jun-18           20,767,452.00
31-Jul-18           20,908,044.13
31-Aug-18           21,050,460.79
30-Sept-18          21,193,198.05
31-Oct-18           21,334,717.66
30-Nov-18           21,478,094.81
31-Dec-18           21,620,235.06
31-Jan-19           21,764,254.93
28-Feb-19           21,908,599.01
31-Mar-19           22,048,495.27
30-Apr-19           22,193,479.20
31-May-19           22,337,177.90
30-Jun-19           22,482,811.68
31-Jul-19           22,627,140.69
31-Aug-19           22,773,427.20
30-Sept-19          22,920,043.02
31-Oct-19           23,065,324.52
30-Nov-19           23,212,597.43
31-Dec-19           23,358,516.26
31-Jan-20           23,506,449.17
29-Feb-20           23,654,715.09
31-Mar-20           23,799,879.35
30-Apr-20           23,948,805.81
31-May-20           24,096,328.45
30-Jun-20           24,245,922.24
31-Jul-20           24,394,092.14
</TABLE>

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<PAGE>
<TABLE>
<S>                 <C>
31-Aug-20           24,544,356.23
30-Sept-20          24,694,958.58
31-Oct-20           24,844,106.70
30-Nov-20           24,995,383.81
31-Dec-20           25,145,186.40
31-Jan-21           25,297,141.28
28-Feb-21           25,449,438.21
31-Mar-21           25,596,533.88
30-Apr-21           25,749,504.78
31-May-21           25,900,950.20
30-Jun-21           26,054,606.37
31-Jul-21           26,206,716.46
31-Aug-21           26,361,060.93
30-Sept-21          26,515,752.85
31-Oct-21           26,668,867.53
30-Nov-21           26,824,252.36
31-Dec-21           26,978,039.10
31-Jan-22           27,134,119.89
28-Feb-22           27,290,552.04
31-Mar-22           27,441,391.15
30-Apr-22           27,598,515.00
31-May-22           27,753,988.45
30-Jun-22           27,911,815.98
31-Jul-22           28,067,971.96
31-Aug-22           28,226,506.30
30-Sept-22          28,385,397.51
31-Oct-22           28,542,585.17
30-Nov-22           28,702,187.91
31-Dec-22           28,860,065.69
31-Jan-23           29,020,383.11
28-Feb-23           29,181,061.42
31-Mar-23           29,335,744.40
30-Apr-23           29,497,132.61
31-May-23           29,656,742.16
30-Jun-23           29,818,852.97
31-Jul-23           29,979,163.39
31-Aug-23           30,142,000.00
</TABLE>
                                                                          [SEAL]

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<PAGE>

                                   EXHIBIT II

                                  PLEDGE MODEL

                                                                          [SEAL]

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<PAGE>

         "PLEDGE ON CREDIT RIGHTS DERIVING FROM THE COVERAGE AGREEMENT"

In [], on the [] day of [] of 20[].

With the intervention of Mr. [ ], Notary of the Distinguished Association of
[ ], with professional residence in this city

                                   THE PARTIES

Of the one part

Mr. [ ], of age, with professional residence on [ ] and National Identity Card
number [ ], in the name and on behalf of CAIXA DE AFORROS DE VIGO OURENSE E
PONTEVEDRA, with registered offices in Vigo, Avda. Garcia Barbon 1-3, with Tax
Identification Number G-36600369 (hereinafter, the "AGENT"), who takes part in
his own name and in the name and on behalf of the Syndicate of LENDING
FACILITIES comprised of CAIXA D'ESTALVIS I PENSIONS DE BARCELONA, CAJA DE
AHORROS Y MONTE DE PIEDAD DE MADRID, CAIXA D'ESTALVIS DE CATALUNYA, CAJA DE
AHORROS DE CASTILLA LA MANCHA, CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA, CAJA
DE AHORROS DE MURCIA, CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA, CAJA DE
AHORROS MUNICIPAL DE BURGOS, CAJA DE AHORROS DEL MEDITERRANEO, MONTES DE PIEDAD
Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA "UNICAJA",
INSTITUTO DE CREDITO OFICIAL, CAJA DE AHORROS DE SANTANDER Y CANTABRIA, BANCO
GALLEGO, S.A., CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, MONTE
DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ, and LICO LEASING, S.A. E.F.C.
that has executed, in favor of NAVIERA TEEKAY GAS III, S.A. (the "BORROWER"),
the Loan Agreement referenced in the recitals of this document (hereinafter, the
"LENDING FACILITIES", which likewise includes the AGENT). He takes part by
virtue of the powers granted to him by means of the deed executed on [ ] and the
power of attorney contained in Clause 22.7 of the Loan Agreement to which
reference is made below.

                                                                          [SEAL]

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<PAGE>

And of the other part,

Mr. [ ], of age, with professional residence on [ ] and National Identity Card
number [ ], in the name and on behalf of NAVIERA TEEKAY GAS III, S.A.
(hereinafter the "PLEDGOR"), a Spanish company, with registered offices on calle
Musgo no. 5 28023 Madrid, with Tax Identification Number A-78553153. Company
incorporated for an indefinite period by means of the Deed executed in Madrid
before the Notary Mr. Francisco Echavarri Lomo, under his Protocol number 1,791,
on file in the Madrid Companies Register in Volume 15546, Folio 1, Page number
M-26584, entry 1.

He acts by virtue of [ ].

They have, in my judgment and as they take part, sufficient legal capacity with
which to execute this Pledge on Credit Rights deriving from the Coverage
Agreement whereby they declare the following

                                    RECITALS

I.    Whereas the LENDING FACILITIES executed a syndicated loan agreement with
      NAVIERA TEEKAY GAS III, S.A. on October 2, 2000, for a total amount of
      150,710,000 (one hundred and fifty million seven hundred and ten thousand)
      Euros divided into two tranches, Tranche A in a total maximum amount of
      120,568,000 (one hundred and twenty million five hundred and sixty eight
      thousand) Euros and Tranche B in a total maximum amount of 30,142,000
      (thirty million one hundred and forty two thousand) Euros, for financing
      the construction of a vessel (Hull no. 319, the "VESSEL") for the
      transport of liquefied gas with an approximate capacity of 138,000 cubic
      meters, constructed by the shipbuilder IZAR CONSTRUCCIONES NAVALES, S.A.
      Such loan agreement was executed by means of the document with the
      intervention of the Notary of Madrid Mr. Jose Enrique Cachon Blanco. The
      agreements dated October 31, 2000, December 15, 2000 and [ ] executed with
      the intervention of the Notary of Madrid Mr. Luis Ramallo Garcia amended
      some points and assigned given stakes in the loan.

      The aforementioned loan agreement, together with all of its amendments,
      will hereinafter be referred to as the "LOAN AGREEMENT".

                                                                          [SEAL]

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<PAGE>

II.   Whereas the Pledgor has executed the coverage agreement, a photocopy of
      which is attached as Exhibit I hereto (the "COVERAGE AGREEMENT").

      The company executing the Coverage Agreement with the Pledgor will be
      referred to as the "COUNTERPART".

III.  Whereas the LENDING FACILITIES and the Pledgor have agreed, as an
      essential element of the Loan Agreement, to the establishment of a pledge
      on the rights of the Pledgor deriving from the Coverage Agreement.

IV.   Whereas in accordance with the contents of the Loan Agreement, the parties
      hereby agree to formalize this pledge which they put into effect pursuant
      to the following

                                     CLAUSES

ONE. ESTABLISHMENT OF THE PLEDGE

In guarantee of the complete and timely fulfillment of the obligations and
responsibilities that derive or could derive from the Loan Agreement in the
future, including the repayment of principal, payment of interest, even interest
on arrears, fees, costs, expenses and any other accessory concepts that could
exist, thereby covering all of the financial obligations deriving from the
aforementioned agreement for which NAVIERA TEEKAY GAS III, S.A. is responsible,
without prejudice to any other securities that the LENDING FACILITIES hold or
could hold in the future, such Pledgor establishes in favor of the LENDING
FACILITIES, which the AGENT accepts in the capacity in which it takes part, a
real pledge right on all financial rights that derive or could derive in the
future from the Coverage Agreement.

TWO. NOTICES

In view of the object of this pledge, dispossession is substituted by a notice
that should be made by the Pledgor to the debtor of the secured right, in other
words, the Counterpart. The parties instruct the Notary so that, by means of the
Communication attached herewith as Exhibit II, the Counterpart may be notified
of the establishment of the pledge and the content of this policy, likewise
instructing it, unless indicated in writing by the AGENT to the contrary, to
deposit all payments deriving from the Coverage Agreement into the bank account
that the

                                                                          [SEAL]

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                                                                              25
<PAGE>

Pledgor has open in the AGENT under number [Reserve Account].

If the Pledgor does not issue the notices, the Pledgor hereby irrevocably
empowers the AGENT to issue any appropriate notices.

THREE. LEX COMISORIA

This agreement, either on its own or together with any other, cannot infringe
the contents of section 1859 of the Civil Code and, consequently, in no case
does it allow the LENDING FACILITIES to receive more than is due them as a
result of the exercise of the pledge, nor may they take possession of the
secured objects without prejudice to the possibility of the execution of the
pledge in its various forms, as established below.

FOUR. PROCEDURE

The LENDING FACILITIES may, throughout the life of the pledge, undertake any
actions deemed necessary or advisable to protect the secured rights in their
favor. For this purpose, and in those cases in which this agreement is not
sufficient, the Pledgor undertakes to execute any power of attorney or other
type of deed as may be necessary.

By real subrogation, the money delivered or paid as a result of the credits
assigned and secured will likewise be earmarked toward the security established
in this agreement.

The security established in this agreement likewise includes any natural or
civil proceeds, including interest, resulting from the secured rights and will
adhere to the contents of this agreement for such rights.

In their capacity as secured creditors, the LENDING FACILITIES will be empowered
with regard to the assigned credits to exercise any actions for claim or defense
that concern the Pledgor, as holder of the secured rights, and to undertake the
procedure for collection of the secured credits, either directly or by means of
third parties.

                                                                          [SEAL]

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<PAGE>

FIVE. EXECUTION OF THE PLEDGE

5.1   Requirements

The Pledge may be executed in the event of a breach of the obligations included
in the Loan Agreement or, in general, in the event of grounds for early
maturity, pursuant to the terms established therein.

5.2   Notarial or legal execution

For the exercise of the real secured action, and without prejudice to any
universal equity liability of NAVIERA TEEKAY GAS III, S.A. that is in no way
understood as limited by the establishment of the pledge, the LENDING FACILITIES
may choose to file any proceeding legally available to them, whether ordinary
judicial, declarative or executive, or the extrajudicial proceeding envisaged in
section 1872 of the Civil Code, without the use of any process precluding the
possibility of resorting to any of the others, insofar as the obligations
secured by this pledge have not been covered in their entirety.

For the purposes of sections 572.2 and 573 of the Ley de Enjuiciamiento Civil
(Spanish Civil Procedure Code), all parties to the Loan Agreement have agreed
that any quantity due at any time by NAVIERA TEEKAY GAS III, S.A. to any LENDING
FACILITY will be as specified in the certificate issued by the AGENT in
representation of any of the LENDING FACILITIES, all of which will reflect the
books and entries on the loan account. Such quantity will be deemed as liquid,
due and payable providing that such certificate is formalized by a Notary who
will attest to the fact that the calculation of the quantity is consistent with
the procedure agreed upon by the parties and that it coincides with the amount
appearing in the loan account.

The presentation of a notarized copy of this agreement together with the
certificate mentioned in the preceding paragraph and certificate from number 5
of section 517.2 of the Spanish Civil Procedure Code, indicating that the debt
is liquid, due and payable, will suffice for the exercise of the action deriving
from the pledge.

                                                                          [SEAL]

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<PAGE>

The AGENT should in any case previously notify the Pledgor of the quantity due.

Should the LENDING FACILITIES proceed to execute the pledge on the secured
credits by the procedure envisaged in section 1872 of the Civil Code, both
parties agree as follows:

      (i) The addresses for summons and notices are those indicated in the
      heading of this document.

      (ii) The auction will not be subject to a base rate. Auctions may be
      awarded by assignment to a third party.

      (iii) The Notary appointed by the AGENT will be the competent
      Commissioner, where appropriate, for the execution.

      (iv) The Notary authorized to perform the sale is expressly empowered to
      take any measures necessary to guarantee the publicity and transparency of
      the auction. Among other measures, he may demand the deposit of securities
      by the bidders prior to the auction.

      (v) The price obtained from the auction will be delivered directly by the
      Notary to the AGENT unless, where appropriate, any difference exists
      between the price obtained from the auction and the amount of the debt.

      (vi) The execution will not be interrupted for any reason whatsoever,
      unless by order of an authority with powers for this, or by payment of the
      total amount due for the obligations secured by this document prior to the
      award of the auctioned credits.

      The auctions will be advertised ten (10) days before they are to be held,
      and at least seven (7) days must transpire between each one and, if
      necessary, these may be advertised simultaneously. The Pledgor will be
      given the same advance notice. The AGENT or the LENDING FACILITIES or any
      one of these may take part in the auction. In the event of the award of
      the credits to any of these, the debt of NAVIERA TEEKAY GAS III, S.A. will
      be deemed as compensated up to the amount of the price for the award of
      the rights.

                                                                          [SEAL]

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                                                                              28
<PAGE>

      If the first and second auctions are deserted, the LENDING FACILITIES may
      take ownership of the object of the pledge and, in this case, will issue a
      receipt for the entirety of the debt.

      With the exception of the case set forth in the preceding paragraph, the
      LENDING FACILITIES will maintain all rights and actions against NAVIERA
      TEEKAY GAS III, S.A. for that part of the credit for the obligations
      deriving from the Loan Agreement that has not been satisfied or that has
      not been collected by means of the execution of this pledge. In this case
      a receipt will be given for the quantity that has actually been received.

5.3   Execution without an auction

      Given the nature of the secured credit rights and after fulfilling the
      requirements for execution set forth in subsection 5.1 above, the LENDING
      FACILITIES may decide to execute the pledge either as set forth in point
      5.2 above or by applying the monetary balance of such secured rights to
      the payment of the credit, without the need for a prior auction, following
      notice to the Pledgor, copy of which should be sent to the Counterpart.

      Such notice will be sent by notary accompanied by the certificate to which
      paragraph two of clause 5.2 above makes reference. After sending the
      notice, it will be understood that the award of the full ownership of the
      secured rights has taken place automatically in favor of the LENDING
      FACILITIES and the LENDING FACILITIES may exercise such rights and receive
      the payment thereof from the Counterpart directly, indicating the account
      to which this should be made, which the Pledgor hereby irrevocably
      authorizes, with the ability of the AGENT to give any instructions deemed
      advisable to this respect.

      The LENDING FACILITIES will issue a receipt for the payment of the
      quantity received, thereby reducing the debt of NAVIERA TEEKAY GAS III,
      S.A. by such quantity.

      All quantities obtained as a result of the execution of the pledge will be
      applied, in the first place, to the obligations pending under Tranche A,
      and solely insofar as such obligations have been paid, to those deriving
      from Tranche B.

SIX.  WAIVER OF THE PLEDGE

                                                                          [SEAL]

Novation Syndicated Loan Teekay
<PAGE>

The LENDING FACILITIES may at any time partially or totally waive the pledge
established by means of this document, and in such case should notify their
waiver to the Pledgor and execute the corresponding deed of waiver before a
Notary Public to render all or a part of the pledge established herein without
effect, whichever the case. In the public deed of waiver, the LENDING FACILITY
will require the Notary Public to notify the Counterpart of the waiver.

SEVEN. DURATION AND CANCELLATION

The Pledge will remain valid through the total cancellation of the obligation it
secures.

The LENDING FACILITIES undertake to formalize, within one (1) month of the
notification made by the Pledgor, any public or private documents required by
the Pledgor, declaring the pledge established herein as cancelled in its
entirety, once the credit secured by it has been repaid in its entirety and the
obligations and responsibilities secured by this agreement have been fulfilled
in their entirety, providing that the formalization of such documents takes
place at the expense of the Pledgor.

EIGHT. COMMUNICATIONS

For any notice or summons with regard to this agreement, the parties indicate
the respective addresses noted in the heading of this document.

Any change in the addresses for notices should be made in writing to the other
party with acknowledgement of receipt. Until such change has been notified, all
notices sent to the address indicated in heading will be deemed as sent.

NINE. APPLICABLE LAW AND JURISDICTION

This Pledge will be governed in its entirety by Spanish Law.

The Parties, expressly waiving any other jurisdiction that may be available to
them and without prejudice to legislation currently in force, irrevocably submit
to the Courts and Tribunals of Madrid, the place of fulfillment of the
obligations, for any questions that could arise with respect to the
interpretation, validity or fulfillment of the pledge or its execution.

TEN.  SUMS NOT COLLECTED BY MEANS OF THE EXECUTION OF THE SECURITIES ESTABLISHED
IN THIS DOCUMENT

The LENDING FACILITIES will preserve all rights and actions available to them

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              30
<PAGE>

against NAVIERA TEEKAY GAS III, S.A. and, where appropriate, against third
guarantors thereof relative to the part of its credit that has not been
collected by execution of the security established by this document.

ELEVEN. ASSIGNMENT

This Pledge is furnished in benefit of the AGENT and the LENDING FACILITIES, as
well as any successors or assignees thereof permitted pursuant to the Loan
Agreement, and the Pledgor hereby authorizes the assignment of this pledge
agreement in favor of such institutions and the substitution of the AGENT
pursuant to the terms envisaged in the Loan Agreement itself, in which case the
references made in this public deed to the LENDING FACILITIES and the AGENT will
be understood as made to their successors or assignees. The assignee may
accredit its condition vis-a-vis the Pledgor merely by means of the exhibition
of the public deed of assignment envisaged in the Loan Agreement.

TWELVE. EXPENSES

Any costs, expenses and taxes that could arise from the authorization and
execution of this agreement, as well as any amendment thereof, will be the
expense of the Pledgor and the exclusive responsibility thereof.

THIRTEEN. INDEPENDENCE

The clauses of this agreement are independent from one another so that if any of
them are deemed as totally or partially null, the rest of the clauses will
remain valid and enforceable in all of their terms.

And in witness whereof, the parties sign this document in triplicate originals
and for one sole purpose with the intervention of the Notary in the place and on
the date appearing in the heading.

The Parties, by means of their signature on this last sheet, show their full
approval with the integral contents of this Agreement, for whose documentary
evidence and with the consent of the signatories the Notary Public takes part,
attesting to the identity and capacity of the Parties, to the legitimacy of
their signatures and the entire contents of the Agreement and, after making the
legal warnings, he stamps and signs all of the pages, giving all copies original
status as well as full commercial and procedural effects.

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              31
<PAGE>

                              WITH MY INTERVENTION
                                   THE NOTARY

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              32
<PAGE>

                                   EXHIBIT II

                               COVERAGE AGREEMENT

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              33
<PAGE>

                                   EXHIBIT II

                             NOTICE OF PLEDGE MODEL

From: NAVIERA TEEKAY GAS III, S.A.
(the "Pledgor")

To: [Counterpart]

Date: []

Dear Sirs,

We hereby notify you that:

1. By means of the pledge policy dated [ ] (the "Policy"), executed by NAVIERA
TEEKAY GAS III, S.A. as Pledgor and CAIXA DE AFOROS DE VIGO OURENSE E PONTEVEDRA
(the "AGENT", name that will include any successors and assignees thereof) we
have pledged in favor of the AGENT, in its own name and in the name and on
behalf of the LENDING FACILITIES (as defined in such document) any financial
right to which we have the right or that we hold upon or subsequent to the
execution of the agreement as a result of our capacity as parties to the
following agreement: [Describe ISDA/CMOF].

2. We hereby irrevocably request that you deposit the payments deriving from the
aforementioned agreement into account number [Reserve Account] open in our name
in CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA.

3. We advise you that once you have received notice from the AGENT in terms of
the execution of the pledge, you should follow the instructions of the AGENT
with respect to the account where the payments deriving from the secured rights
described in subsection 1 of this notice are to be deposited.

Yours sincerely,

Signed. Mr. []
NAVIERA TEEKAY GAS III, S.A.

                                                                          [SEAL]

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                                                                              34
<PAGE>

                                   EXHIBIT III

                        ACKNOWLEDGEMENT OF RECEIPT MODEL

From: [Counterpart]

To: CAIXAVIGO OURENSE E PONTEVEDRA

Dear Sirs,

We hereby notify you that we are aware of the pledge on any financial rights
that could derive in favor of NAVIERA TEEKAY GAS III, S.A. from the following
agreement [describe ISDA/CMOF] to which we consent. We likewise undertake to
follow the instructions contained in the notice received from NAVIERA TEEKAY GAS
III, S.A. dated [ ] and to provide you with a copy of any notice that we send to
NAVIERA TEEKAY GAS III, S.A. with regard to the pledge agreement simultaneously
upon the delivery to NAVIERA TEEKAY GAS III, S.A. as well as to refrain from
consenting to any amendment of the aforementioned agreement without the consent
of the AGENT.

Yours sincerely,

_____________________________________
[Counterpart]"

                                                                          [SEAL]

Novation Syndicated Loan Teekay

                                                                              35
<PAGE>

                                                                     12 AUG 2004

                       AMENDATORY NON-EXTINCTIVE NOVATION
                                   AGREEMENT

                     NAVIERA TEEKAY GAS III, S.A. (Borrower)

                            Madrid, on July 20, 2004

<PAGE>

                  AMENDATORY NON-EXTINCTIVE NOVATION AGREEMENT

                                     BETWEEN

                          NAVIERA TEEKAY GAS III, S.A.

                                   AS BORROWER

                                       AND

                           TEEKAY SHIPPING SPAIN, S.A.

                                  AS GUARANTOR

                                       AND

          CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA")

              CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA")

           CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID")

                          CAIXA D'ESTALVIS DE CATALUNYA

                      CAJA DE AHORROS DE CASTILLA LA MANCHA

                   CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA

                            CAJA DE AHORROS DE MURCIA

                  CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA

                       CAJA DE AHORROS MUNICIPAL DE BURGOS

                        CAJA DE AHORROS DEL MEDITERRANEO

     MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y
                              ANTEQUERA ("UNICAJA")

                      INSTITUTO DE CREDITO OFICIAL ("ICO")

                    CAJA DE AHORROS DE SANTANDER Y CANTABRIA

                               BANCO GALLEGO, S.A.

           CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ

              MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ

                            LICO LEASING, S.A. E.F.C.

                              AS LENDING FACILITIES

                      [GOMEZ-ACEBO & POMBO ABOGADOS LOGO]

                                                                          [SEAL]

<PAGE>

                  AMENDATORY NON-EXTINCTIVE NOVATION AGREEMENT

In Madrid, on July 20, 2004.

With the intervention of the Notary of the Distinguished Association of Madrid,
Mr. Luis Jacinto Ramallo Garcia.

                                     APPEAR

Of the one part,

Mr. Andres Luna Abella, of age, with National Identity Card number 5.212.376-R
and professional residence on Calle Chapineria 5, Madrid, who takes part in the
name and on behalf of NAVIERA TEEKAY GAS III, S.A., formerly known as NAVIERA F.
TAPIAS GAS III, S.A. (hereinafter, the "BORROWER"), with registered offices on
Calle Musgo 5, Madrid and Tax Identification Number A-82715756, in his capacity
as Director General as per the deed executed before the Notary of Madrid Mr.
Juan Carlos Caballeria Gomez, on May 18, 2004 under his protocol number 1713.
Of the other,

Mr. Andres Luna Abella, with National Identity Card number 5.212.376-R in the
name and on behalf of TEEKAY SHIPPING SPAIN, S.A. (formerly known as NAVIERA F.
TAPIAS, S.A.) (hereinafter the "GUARANTOR") with registered offices on Calle
Musgo 5, Madrid and Tax Identification Number A-78553153, in his capacity as
Director General as per the deed executed before the Notary of Madrid Mr. Juan
Carlos Caballeria Gomez, on May 18, 2004 under his protocol number 1710.
And of the other,

Mr. Fermin Bordes Bordes, with professional residence on Avenida de Garcia
Barbon 1 y 3, Vigo and with National Identity Card number 40.828.978-E, in the
name and on behalf of CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA
("CAIXANOVA"), with registered offices on Avenida Garcia Barbon 1 y 3, Vigo and
Tax Identification Number G-36600369, by virtue of the power of attorney deed
executed on January 3, 2000 before the Notary of La Coruna Mr. Jose Pineiro
Prieto, under his protocol number 1.

                                                                          [SEAL]

Novation Teekay Gas III (Insurance)
Signature version

<PAGE>

Mr. Francisco Javier Limones Estevez, of age, with professional residence on
Avenida Diagonal 621-629, Barcelona and with National Identity Card number
50.679.141-K, by virtue of the power of attorney deed executed on November 25,
1992 before the Notary of Barcelona Mr. Jose Vicente Martinez-Borso Lopez, under
his protocol number 4418, and Mr. Alfonso Morali Montero, of age, with
professional residence on Avenida Diagonal 621-629, Barcelona and with National
Identity Card number 785.606-H, by virtue of the power of attorney deed executed
on January 25, 1999 before the Notary of Barcelona Mr. Ignacio Manrique Plaza,
under his protocol number 266, in the name and on behalf of CAIXA D'ESTALVIS I
PENSIONS DE BARCELONA ("LA CAIXA"), with registered offices on Avenida Diagonal
621-629, Barcelona and Tax Identification Number G-58-899998.

Mr. Cesar Diaz de Teran Lopez, of age, with professional residence on Plaza del
Celenque 2, Madrid and with National Identity Card number 5138373-M, by virtue
of the power of attorney deed executed on November 15, 1999 before the Notary of
Madrid Mr. Gerardo Munoz de Dios, under his protocol number 6753, and Ms. Ana
Gonzalez Aldama, of age, with professional residence on Plaza del Celenque 2,
Madrid and with National Identity Card number 4591719E, by virtue of the power
of attorney deed executed on November 7, 2001 before the Notary of Madrid Mr.
Gerardo Munoz de Dios, under his protocol number 2134, in the name and on behalf
of CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID"), with registered
offices on Plaza del Celenque 2, Madrid and Tax Identification Number
G-28029007.

Ms. Maria Belen Borque San Martin, of age, with professional residence on Plaza
Antonio Maura 6, Barcelona and with National Identity Card number 824654-N, in
the name and on behalf of CAIXA D'ESTALVIS DE CATALUNYA, with registered offices
on Plaza Antonio Maura 6, Barcelona and Tax Identification Number G-08169815 by
virtue of the power of attorney deed executed on September 30, 2002 before the
Notary of Barcelona Mr. Jose Marqueno de Llano, under his protocol number 2390.

Mr. Carlos Martin Forero, of age, with professional residence on Parque San
Julian 20, Cuenca and National Identity Card number 03.845.505 C, and Mr. Jose
Luis Irala Puyo, of age, with professional residence on Parque San Julian 20,
Cuenca and National Identity Card number 3788120-C, in the name and on behalf of
CAJA DE AHORROS DE CASTILLA LA MANCHA, with registered offices on Parque San
Julian 20, Cuenca and Tax Identification Number G-161131336, both by virtue of
the power of attorney deed executed on May 9, 2002 before the Notary of Cuenca
Mr. Carlos de

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la Haza Guijarro, under his protocol number 1127.

Mr. Andre Perez Martin, of age, with professional residence on Plaza Santa
Teresa 10, Avila and with National Identity Card number 6513273-H, in the name
and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA, with registered
offices on Plaza Santa Teresa 10, Avila and Tax Identification Number G-05011846
by virtue of the power of attorney deed executed on September 27, 1988 before
the Notary of Avila Mr. Jose Maria Martinez de Artola e Idoy, under his protocol
number 1320.

Mr. Alfonso Estrada Fernandez-Hontoria, of age, with professional residence on
Gran Via Escultor Salzillo 23, Murcia and with National Identity Card number
50829764-V, in the name and on behalf of CAJA DE AHORROS DE MURCIA, with
registered offices on Gran Via Escultor Salzillo 23, Murcia and Tax
Identification Number G-30010185, by virtue of the power of attorney deed
executed on November 24, 2003 before the Notary of Murcia Mr. Carlos Penafiel de
Rio, under his protocol number 5751.

Mr. Alejandro Jesus Perez Wong, of age, with professional residence on Avenida
de Carlos III 8, Pamplona and with National Identity Card number
50.862.424-(W)*, in the name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD
DE NAVARRA, with registered offices on Avenida de Carlos III 8, Pamplona and Tax
Identification Number G-31/00199-3, by virtue of the power of attorney deed
executed on June 11, 2003 before the Notary of Pamplona Mr. Francisco Salinas
Frauca, under his protocol number 1543. * I say: V (Handwritten)

Mr. Jose Luis Navarrete Aranda, of age, with professional residence on Plaza de
la Libertad s/n (Casa del Cordon), Burgos and National Identity Card number
1.495.994-M, in the name and on behalf of CAJA DE AHORROS MUNICIPAL DE BURGOS,
with registered offices on Plaza de la Libertad s/n (Casa del Cordon), Burgos
and Tax Identification Number G-09000787, by virtue of the power of attorney
deed executed on June 12, 2002 before the Notary of Burgos Mr. Jose Luis Herrero
Ortega, under his protocol number 749.

Mr. Juan Legorburo Escobar, of age, with professional residence on Calle San
Fernando 40, Alicante and National Identity Card number 51383908-A, in the name
and on behalf of CAJA DE AHORROS DEL MEDITERRANEO, with registered offices on
Calle San Fernando 40, Alicante and Tax Identification

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Number G-03046562, by virtue of the power of attorney deed executed on January
29, 1999 before the Notary of Alicante Mr. Jose Maria Iriarte Calvo, under his
protocol number 254.

Mr. Pedro Ramos Tejerina, of age, with professional residence on Virgen de los
Peligros 14, Madrid and with National Identity Card number 71.918.937-F, in the
name and on behalf of MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ,
ALMERIA, MALAGA Y ANTEQUERA ("UNICAJA"), with registered offices on Avenida de
Andalucia 10 y 12, Malaga and Tax Identification Number G-29498086 by virtue of
the power of attorney deed executed on June 30, 1998 before the Notary of Malaga
Mr. Jose Manuel de Torres Puentes, under his protocol number 2729.

Mr. Jose Ignacio Gonzalez Martinez, of age, with professional residence on Paseo
del Prado 4, Madrid and with National Identity Card number 30581641-J, in the
name and on behalf of INSTITUTO DE CREDITO OFICIAL ("ICO"), with registered
offices on Paseo del Prado 4, Madrid and Tax Identification Number Q-2876002-C,
by virtue of the power of attorney deed executed on February 14, 2003 before the
Notary of Madrid Mr. Pedro-Jose Bartolome Fuentes, under his protocol number
565.

Ms. Marta Gonzalez Gonzalez, of age, with professional residence on Plaza de
Velarde 3, Santander and with National Identity Card number 2636301-H, and Mr.
Francisco Jose Orduna Martinez, of age, with professional residence on Plaza de
Velarde 3, Santander and National Identity Card number 51675383-H, in the name
and on behalf of CAJA DE AHORROS DE SANTANDER Y CANTABRIA, with registered
offices on Plaza de Velarde 3, Santander and Tax Identification Number
G-39/003785 by virtue of the power of attorney deed executed on July 17, 2002
before the Notary of Santander Mr. Javier Asin Zurita, under his protocol number
1781.

Ms. Victoria Orasio Aneas, of age, with professional residence on Calle Melilla
1, Torrejon (Madrid) and with National Identity Card number 51385401-C, by
virtue of the power of attorney deed executed on February 17, 2000 before the
Notary of La Coruna Mr. Federico Macineira Teijeiro, under his protocol number
413, and Ms. Isabel Cenzual Munoz, of age, with professional residence on calle
Pico Balaitus 30, Madrid and with National Identity Card number 51336746-X, by
virtue of the power of attorney deed executed on April 23, 2003 before the
Notary of La Coruna Mr. Jose Antonio Cuervo Somoza, under his protocol number
642, in the name and on behalf of BANCO GALLEGO, S.A., with registered offices
on Plaza de Cervantes 15, Santiago de Compostela and Tax Identification Number
A-80042112.

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Mr. Jose Luis Perez Perez, of age, with professional residence on Calle Gran Via
6, Madrid and with National Identity Card number 51320437-P, in the name and on
behalf of CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, with
registered offices on Plaza de San Francisco 1, Seville and Tax Identification
Number G-41/000167 by virtue of the power of attorney deed executed on June 6,
2003 before the Notary of Seville Mr. Antonio Ojeda Escobar, under his protocol
number 2416.

Mr. Juan Jose Martinez Plaza, of age, with professional residence on Paseo de
San Francisco 18, Badajoz and with National Identity Card number 50797945-F, in
the name and on behalf of MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ,
with registered offices on Paseo de San Francisco 18, Badajoz and Tax
Identification Number G-06000681 by virtue of the power of attorney deed
executed on January 7, 2002 before the Notary of Badajoz Mr. Luis Pla Rubio,
under his protocol number 26.

Mr. Carlos Castro Lopez, of age, with professional residence on Miguel Angel 23,
Madrid and with National Identity Card number 50.811.606-Y, in the name and on
behalf of LICO LEASING, S.A. E.F.C., with registered offices on Miguel Angel 23,
Madrid and Tax Identification Number A-28167799, by virtue of the power of
attorney deed executed on January 31, 2001 before the Notary of Madrid Mr.
Francisco Jose de Lucas y Cadenas, under his protocol number 210.

(each one of the aforementioned institutions will hereinafter be referred to
individually as the "LENDING FACILITY" and jointly as the "LENDING FACILITIES").

All of the foregoing parties will hereinafter be referred to as the "PARTIES".

                                    RECITALS

I.    Whereas on October 2, 2000 and with the intervention of the Notary of
      Madrid Mr. Jose Enrique Cachon Blanco, the BORROWER and the GUARANTOR
      executed with CAIXANOVA, LA CAIXA, CAJA MADRID and ICO a syndicated loan
      agreement in an amount of 154,000,000 Euros. Subsequently, the rest of the
      LENDING FACILITIES joined the loan agreement by means of: (i) an
      amendatory and stake assignment agreement executed before the Notary of
      Madrid Mr. Luis Ramallo Garcia on October 31, 2000 and (ii) an assignment
      agreement executed on December 15, 2000 before the aforementioned notary

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      Mr. Luis Ramallo Garcia. On July 2, 2004 an amendatory non-extinctive
      novation agreement of the aforementioned agreement was executed before the
      Notary of Madrid Mr. Pedro Elizalde y Aymerich by virtue of which given
      points of such loan were amended. The loan agreement and aforementioned
      amendments and assignments indicated in this recital will hereinafter be
      referred to as the "LOAN AGREEMENT".

II.   Whereas the Parties have agreed to include an additional amendment to
      Clause NINETEEN of the Loan Agreement, in order to modify given
      obligations established therein, in particular, the minimum amounts by
      which the BORROWER will be obligated to insure the Vessel in the event of
      shutdown for failures and the loss thereof.

III.  Whereas the GUARANTOR consents to the amendments set forth in this
      agreement (the "AGREEMENT"), pursuant to which the deposit furnished in
      security of the obligations of the BORROWER under the Loan Agreement
      maintains all its effects.

IV.   Whereas, in view of the foregoing, the Parties agree to formalize this

      amendatory non-extinctive novation Agreement in accordance with the
      following

                                     CLAUSES

ONE. AMENDMENTS TO THE LOAN AGREEMENT

The Parties agree to amend the following security obligations for the Vessel
established in the Loan Agreement:

      (i)   Effective as of the date of renovation, the BORROWER will be
            empowered to underwrite a loss of hire insurance for a daily insured
            amount not to be less than the daily cost of the Time Charter,
            instead of the previously-established minimum insured value of
            75,000 Euros/day.

      (ii)  The minimum amounts for which the BORROWER will be obligated to
            insure for Vessel Loss are hereby amended as follows: (a)
            250,000,000 Euros as of the date of Delivery and through December
            31, 2004; (b) 237,500,000 Euros during the

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            year 2005; (c) 225,625,000 Euros during the year 2006; and (d) 125%
            of the Current Debt from January 1, 2007 through the end of the
            Period for Repayment of the Loan.

Consequently, subsection 14 of Clause NINETEEN of the Loan Agreement is amended
and will hereinafter have the following wording:

"14.  THE BORROWER undertakes to furnish an insurance proposal for the Vessel
      that must receive the favorable opinion of the Insurance Consultant within
      one month of the signature of this Agreement (with the understanding that
      the delay in the issue of such Report for causes attributable exclusively
      to the Insurance Consultant will not be attributable to the BORROWER), as
      well as to have the Vessel insured with an insurance company of renowned
      prestige, as customary for companies of its sector and for this type of
      Vessel, and to underwrite the insurance as indicated in the Report of the
      Insurance Consultant that will include, at minimum, the insurance
      indicated below, and will in all cases remain current in the payment of
      premiums and undertake to comply with any obligations imposed upon it by
      the aforementioned insurance policies as well as refrain from navigating
      the Vessel in waters not covered by the corresponding insurance or from
      making any use of the Vessel that could nullify or harm the policies and
      to appoint the LENDING FACILITIES as beneficiaries of any compensation
      that could be paid:

      a.    Loss of hire (for a minimum amount of 75,000 Euros/day during the
            first year of operation of the Vessel, and no less than the daily
            cost of the Time Charter in subsequent years), including crew
            negligence.

      b.    Loss of the Vessel in an amount no less than:

            (i)   250,000,000 Euros as of the date of Delivery through December
                  31, 2004

            (ii)  237,500,000 Euros during the year 2005

            (iii) 225,625,000 Euros during the year 2006

            (iv)  125% of the Current Debt from January 1, 2007 through the end
                  of the Period for Repayment of the Loan.

      c.    Major failure

      d.    Hull & Machinery in an amount that covers 125% of the Current Debt
            at all times

      e.    Crew strikes.

      f.    Detention of the Vessel, contraband and arrest for claims against
            other vessels of the shipbuilder.

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      g.    Civil liability.

      h.    Stoppage for quarantine.

      i.    Re-routing for crew disembarkation.

      j.    Environmental contamination and damage.

      k.    Damage to cargo.

      I.    Legal defense.

      m.    Loss of profit"

TWO. SECURITIES

2.1 The BORROWER and the GUARANTOR hereby ratify each and every one of the
securities furnished on October 2, 2000 for the Loan Agreement.

2.2. The GUARANTOR and the BORROWER undertake to perform any acts that are
necessary and to execute as many public or private documents as may be necessary
or advisable to reflect the agreements made in this Agreement, so that each and
every one of the securities furnished to ensure the fulfillment of the Loan
Agreement are maintained with all their effects, while adapted to the contents
of this Agreement.

THREE. AMENDATORY AND NON-EXTINCTIVE NOVATION

Anything that has not been expressly amended in the Loan Agreement continues to
be fully valid in its terms with full force and effects, with the understanding
that this Agreement is an amendatory, non-extinctive novation of the Loan
Agreement and that it forms an integral part for all purposes of the Loan
Agreement.

FOUR. DEFINED TERMS

Any terms that are not defined in this Agreement should be interpreted pursuant
to and in accordance with the Loan Agreement.

FIVE. EXPENSES AND TAXES

Any expenses and taxes deriving from the execution and formalization of this
Agreement as well as any that are necessary for the amendment of the securities
pursuant to the contents of the preceding Clause will be the expense of the
BORROWER, including any expenses and fees of notaries and legal advisors taking
part therein.

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SIX. APPLICABLE LAW AND JURISDICTION

This Agreement will be interpreted and fulfilled pursuant to its own terms and
governed by Spanish law.

For the resolution of any controversies that may arise with regard to the
fulfillment, execution and interpretation of this Agreement, the Parties submit
to the exclusive jurisdiction of Courts and Tribunals of Madrid.

And in witness whereof, the Parties sign this document in 20 originals and for
one sole purpose with the intervention of the Notary, in the place and on the
date appearing in the heading.

The Parties, by means of their signature on this last sheet, show their full
approval with the integral contents of this Agreement, for whose documentary
evidence and with the consent of the signatories the Notary Public takes part,
attesting to the identity and capacity of the Parties, to the legitimacy of
their signatures and the entire contents of the Agreement and, after making the
legal warnings, he stamps and signs all of the pages, giving all copies original
status as well as full commercial and procedural effects.

NAVIERA TEEKAY GAS III, S.A.
(illegible signature)
By proxy:
Mr. Andres Luna Abella

TEEKAY SHIPPING SPAIN, S.A.
(illegible signature)
By proxy:
Mr. Andres Luna Abella

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA")
(illegible signature)
By proxy:
Mr. Fermin Bordes Bordes

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CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA")

(illegible signature)                   (illegible signature)
By proxy:                               By proxy:
Mr. Francisco Javier Limones Estevez    Mr. Alfonso Morali Montero

CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID")

(illegible signature)                   (illegible signature)
By proxy:                               By proxy:
Mr. Cesar Diaz de Teran Lopez           Ms. Ana Gonzalez Aldama

CAIXA D'ESTALVIS DE CATALUNYA

(illegible signature)
By proxy:
Ms. Maria Belen Borque San Martin

CAJA DE AHORROS DE CASTILLA LA MANCHA

(illegible signature)                   (illegible signature)
By proxy:                               By proxy:
Mr. Carlos Martin Forero                Mr. Jose Luis Irala Puyo

CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA

(illegible signature)
By proxy:
Mr. Andres Perez Martin

CAJA DE AHORROS DE MURCIA

(illegible signature)
By proxy:
Mr. Alfonso Estrada Fernandez-Hontoria

CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA

(illegible signature)
By proxy:
Mr. Alejandro Jesus Perez Wong

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CAJA DE AHORROS MUNICIPAL DE BURGOS

(illegible signature)
By proxy:
Mr. Jose Luis Navarrete Aranda

CAJA DE AHORROS DEL MEDITERRANEO

(illegible signature)
By proxy:
Mr. Juan Legorburo Escobar

MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y
ANTEQUERA ("UNICAJA")
(illegible signature)
By proxy:
Mr Pedro Ramos Tejerina

INSTITUTO DE CREDITO OFICIAL
(illegible signature)
By proxy:
Mr. Jose Ignacio Gonzalez Martinez

CAJA DE AHORROS DE SANTANDER Y CANTABRIA
(illegible signature)                   (illegible signature)
By proxy:                               By proxy:
Ms. Marta Gonzalez Gonzalez             Mr. Francisco Jose Orduna Martinez

BANCO GALLEGO, S.A.
(illegible signature)                   (illegible signature)
By proxy:                               By proxy:
Ms.Victoria Orasio Aneas                Ms. Isabel Cenzual  Munoz

CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ
(illegible signature)
By proxy:
Mr. Jose Luis Perez Perez

MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ
(illegible signature)

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By proxy:
Mr. Juan Jose Martinez Plaza

LICO LEASING, S.A. E.F.C
(illegible signature)
By proxy:
Mr. Carlos Castro Lopez

                               INTERVENING NOTARY
              WITH MY INTERVENTION MR. LUIS JACINTO RAMALLO GARCIA

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                                SWORN TRANSLATION

                       NON-EXTINCTIVE AMENDMENT AGREEMENT

                                 BY AND BETWEEN

                          NAVIERA TEEKAY GAS III, S.L.

                                   AS BORROWER

                                       AND

                           TEEKAY SHIPPING SPAIN, S.L.

                                  AS GUARANTOR

                                       AND

          CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA")

              CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA")

           CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID")

                          CAIXA D'ESTALVIS DE CATALUNYA

                      CAJA DE AHORROS DE CASTILLA LA MANCHA

                   CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA

                            CAJA DE AHORROS DE MURCIA

                       CAJA DE AHORROS MUNICIPAL DE BURGOS

                        CAJA DE AHORROS DEL MEDITERRANEO

     MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y
                             ANTEQUERA ("UNICAJA")

                      INSTITUTO DE CREDITO OFICIAL ("ICO")

                    CAJA DE AHORROS DE SANTANDER Y CANTABRIA

                               BANCO GALLEGO, S.A.

           CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ

              MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ

                            LICO LEASING, S.A. E.F.C.

                               AS LENDING ENTITIES

                      [GOMEZ-ACEBO & POMBO ABOGADOS LOGO]

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

                              [ILLEGIBLE SIGNATURE]

<PAGE>

                                SWORN TRANSLATION

                       NON-EXTINCTIVE AMENDMENT AGREEMENT

In Madrid, March 16, 2005.

With the intervention of Notary Public of the Honourable College of Madrid Mr.
Luis Jacinto Ramallo Garcia.

                                     APPEAR

Of the first part,

NAVIERA TEEKAY GAS III, S.L., previously called NAVIERA F. TAPIAS GAS III, S.A.
(hereinafter, the "BORROWER"), with registered offices at Calle Musgo 5, Madrid
and Tax Identification Number (C.I.F.) B-82715756, duly represented, as set
forth in the general note of intervention at the end hereof.

Of the other,

TEEKAY SHIPPING SPAIN, S.L. (previously called NAVIERA F. TAPIAS, S.A.)
(hereinafter, the "GUARANTOR") with registered offices at Calle Musgo 5, Madrid
and Tax Identification Number (C.I.F.) B-78553153, duly represented, as set
forth in the general note of intervention at the end hereof.

And, of the other,

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA" or the "AGENT"),
with registered offices at Avenida Garcia Barbon 1 and 3, Vigo and Tax
Identification Number (C.I.F.) G-36600369, duly represented, as set forth in the
general note of intervention at the end hereof.

CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA"), with registered offices
at Avenida Diagonal 621-629, Barcelona and Tax Identification Number (C.I.F.)
G-58-899998, duly represented, as set forth in the general note of intervention
at the end hereof.

CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID"), with registered
offices at Plaza del Celenque 2, Madrid and Tax Identification

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

                              [ILLEGIBLE SIGNATURE]

                                                                               1

<PAGE>

                                SWORN TRANSLATION

Number (C.I.F.) G-28029007, duly represented, as set forth in the general note
of intervention at the end hereof.

CAIXA D'ESTALVIS DE CATALUNYA, with registered offices at Plaza Antonio Maura 6,
Barcelona and Tax Identification Number (C.I.F.) G-08169815, duly represented,
as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS DE CASTILLA LA MANCHA, with registered offices at Parque San
Julian 20, Cuenca and Tax Identification Number (C.I.F.) G-161131336, duly
represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS AND MONTE DE PIEDAD DE AVILA, with registered offices at Plaza
Santa Teresa 10, Avila and Tax Identification Number (C.I.F.) G-05011846, duly
represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS DE MURCIA, with registered offices at Gran Via Escultor Salzillo
23, Murcia and Tax Identification Number (C.I.F.) G-30010185, duly represented,
as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS MUNICIPAL DE BURGOS, with registered offices at Plaza de la
Libertad s/n (Casa del Cordon), Burgos and Tax Identification Number (C.I.F.)
G-09000787, duly represented, as set forth in the general note of intervention
at the end hereof.

CAJA DE AHORROS DEL MEDITERRANEO, with registered offices at Calle San Fernando
40, Alicante and Tax Identification Number (C.I.F.) G-03046562, duly
represented, as set forth in the general note of intervention at the end hereof.

MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA
("UNICAJA"), with registered offices at Avenida de Andalucia 10 and 12, Malaga
and Tax Identification Number (C.I.F.) G-29498086, duly represented, as set
forth in the general note of intervention at the end hereof.

INSTITUTO DE CREDITO OFICIAL ("ICO"), with registered offices at Paseo del Prado
4, Madrid and Tax Identification Number (C.I.F.) Q-2876002-C, duly represented,
as set forth in the general note of intervention at the end hereof.

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

                              [ILLEGIBLE SIGNATURE]

                                                                               2
<PAGE>

                                SWORN TRANSLATION

CAJA DE AHORROS DE SANTANDER Y CANTABRIA, with registered offices at Plaza de
Velarde 3, Santander and Tax Identification Number (C.I.F.) G-39/003785, duly
represented, as set forth in the general note of intervention at the end hereof.

BANCO GALLEGO, S.A., with registered offices at Plaza de Cervantes 15, Santiago
de Compostela and Tax Identification Number (C.I.F.) A-80042112, duly
represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, with registered
offices at Plaza de San Francisco 1, Seville and Tax Identification Number
(C.I.F.) G-41000167, duly represented, as set forth in the general note of
intervention at the end hereof.

MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ, with registered offices at
Paseo de San Francisco 18, Badajoz and Tax Identification Number (C.I.F.)
G-06000681, duly represented, as set forth in the general note of intervention
at the end hereof.

LICO LEASING, S.A. E.F.C., with registered offices at Miguel Angel 23, Madrid
and Tax Identification Number (C.I.F.) A-28167799, duly represented, as set
forth in the general note of intervention at the end hereof.

(hereinafter, each of the aforementioned entities, the "LENDING ENTITY" and,
collectively, the "LENDING ENTITIES").

All of the above, hereinafter, the "PARTIES".

                                    RECITALS

I.    On October 2, 2000 and with the intervention of the Notary Public of
      Madrid Mr. Jose Enrique Cachon Blanco, the BORROWER and the GUARANTOR
      entered into a syndicated loan agreement with Caixa de Aforros de Vigo,
      Ourense e Pontevedra, Caixa D'Estalvis i Pensions de Barcelona (La Caixa),
      Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid) and Instituto de
      Credito Oficial (ICO) for an amount of 154,000,000 Euro. Subsequently, the
      remaining LENDING ENTITIES and Caja de Ahorros y Monte de Piedad de
      Navarra were incorporated into the loan agreement pursuant to: (i) an

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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      amendment and share assignment agreement executed before the Notary Public
      of Madrid Mr. Luis Ramallo Garcia on October 31, 2000 and (ii) an
      assignment agreement executed on December 15, 2000 before the
      aforementioned Notary Public Mr. Luis Ramallo Garcia. On July 2, 2004 and
      July 20, 2004, before the Notaries Public of Madrid Mr. Pedro de Elizalde
      y Aymerich and Mr. Luis Ramallo Garcia, respectively, non-extinctive
      amendment agreements relating to the aforementioned loan agreement were
      executed, pursuant to which certain aspects of such loan were amended.
      Finally, on February 28, 2005 a share assignment agreement was executed
      before the aforementioned Notary Public Mr. Luis Ramallo Garcia, pursuant
      to which Caja de Ahorros y Monte de Piedad de Navarra assigned the whole
      of its share in the loan agreement to Caixa de Aforros de Vigo, Ourense e
      Pontevedra (Caixanova). Hereinafter, the loan agreement and the amendments
      and assignments mentioned herein shall jointly be referred to as the "LOAN
      AGREEMENT".

II.   The Parties have agreed that the BORROWER may increase the franchise of
      the loss-of-hire insurance from 15 to 60 days and set a maximum insured
      period of 300 days, and the Parties have also agreed to include a series
      of amendments to the Loan Agreement, consisting of: (i) eliminating all
      references to financial ratios, as compliance with such ratios is no
      longer a requirement in accordance with the current wording of the Loan
      Agreement, (ii) eliminating the Stranding Account of the Loan Agreement,
      (iii) amending the operation of the Income Account and (iv) eliminating
      the references to the origin of the funds when funding the Reserve
      Account, although such conditions shall be subject to the condition
      subsequent provided under the Third Clause of this agreement (the
      "AGREEMENT").

III.  The GUARANTOR consents to the amendments agreed to hereunder and in the
      first demand personal guarantee's, provided as security for the
      BORROWER's obligations derived from the Loan Agreement, remaining in full
      force and effect.

IV.   In view of the foregoing, the Parties agree to execute the present
      non-extinctive amendment Agreement in accordance with the following

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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                                     CLAUSES

FIRST.- FRANCHISE OF LOSS-OF-HIRE INSURANCE

As regards the loss-of-hire insurance held by the BORROWER in accordance with
section 14.- Clause NINETEENTH of the Loan Agreement, the Parties have agreed
that the BORROWER may increase the franchise of such insurance to 60 days (as
opposed to the 15-day franchise contracted by the BORROWER up to the date
hereof). Furthermore, the BORROWER may contract a maximum insured period of 300
days for loss-of-hire.

SECOND.- AMENDMENTS TO THE LOAN AGREEMENT

2.1   Elimination of references to financial ratios

As, in accordance with the current wording of the Loan Agreement, the BORROWER
is no longer obliged to meet obligations concerning financial ratios, the
Parties have agreed, for clarification purposes only, to eliminate all
references to financial ratios included in the Loan Agreement.

As a result thereof, the following amendments are introduced:

(1)   In Clause FIRST, the definitions of RATIO CALCULATION DATE, ANNUAL DEBT
      SERVICING COVERAGE RATIO and ANNUAL DEBT SERVICING are hereby suppressed.

(2)   In Clause NINETEENTH:

      (a)   Section 2.(ii) is hereby amended, and shall hereinafter be worded as
            follows:

            (ii)  As soon as they are available, but in any event prior to
                  February 15 and August 15 each year, the Balance Sheet and
                  Profit and Loss Account and Cash Flow statement of the
                  BORROWER closed as of December 31 and June 30, following the
                  same accounting criteria used to formulate the annual
                  accounts."

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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      (b)   Section 18 is hereby suppressed, which hereinafter shall have no
            content whatsoever.

(3)   Section 1.p) Clause TWENTY-FIRST is hereby suppressed, and hereinafter
      shall have no content whatsoever.

2.2   Income Account

The Parties have agreed to eliminate certain limitations to the disposal of
funds paid into the Income Account provided for in the Loan Agreement, so that
funds deposited in the Income Account may be available to the BORROWER every
month.

As a result thereof, section 2 Clause TWENTIETH of the Loan Agreement is hereby
amended, and shall hereinafter have the following wording:

"2.- Income Account

All disposals by the BORROWER of the Loan shall be paid into the Income Account.

Furthermore, the BORROWER shall ensure that all amounts originating from the
Time-Charter Agreement, or other income not to be allocated to another specific
account mentioned hereunder, be paid into the Income Account.

During the Availability Period, the BORROWER may only dispose of the Income
Account to perform payments in accordance with the Construction Agreement.

During the Redemption Period (and save in the event of occurrence of a Cause for
Early Termination) the BORROWER may freely dispose of amounts paid into the
Income Account. All amounts paid into the Income Account shall serve to attend,
inter alia, to the following payments:

(i)   Payment of interest and fees of Tranches A and B of the Loan.

(ii)  Redemption, where applicable, of Tranches A and B of the Loan.

(iii) Provision of the Reserve Account.

For the purposes of the provisions of this section, the reference to "interest
of Tranches A and B of the Loan" includes in any event, and as well as interest
payable

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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to the LENDING ENTITIES at the Rates applicable to the Loan in accordance with
the provisions of Clauses NINTH to THIRTEENTH hereunder, settlements, as the
case may be, to be made by the BORROWER to its counterparty pursuant to the
provisions of the IRS Agreements."

As a result of this amendment to the operation of the Income Account, it is
agreed to amend section 1.q) Clause TWENTY-FIRST, which shall hereinafter have
the following wording:

"q) In the event of agreement of a distribution of dividends to the BORROWER's
shareholders (i) without prior performance of all obligations derived from the
present agreement or (ii) in the event of occurrence of any Cause for Early
Termination."

2.3   Stranding Account

The Parties agree to eliminate the BORROWER's obligation to hold and fund, in
accordance with the provisions of the Loan Agreement, the Stranding Account.
Consequently, section 3 Clause TWENTIETH of the Loan Agreement is hereby
eliminated, and all remaining references to the Stranding Account in the Loan
Agreement, or in any guarantees provided on October 2, 2000 as security for the
Loan Agreement, shall be deemed non-existent.

2.4   Reserve Account

The Parties have agreed to eliminate references to the origin of the funds to be
paid into the Reserve Account, in order to allow the Reserve Account to be
provided for by funds originating from any source of income.

Consequently, section 4 Clause TWENTIETH of the Loan Agreement is hereby
amended, and shall hereinafter have the following wording:

"4.- Reserve Account

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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The Reserve Account shall be funded on a monthly basis in the amounts set forth
in Appendix I. Notwithstanding the foregoing, the balance of the Reserve Account
may fall below the balance corresponding to each of the Dates set forth in the
aforementioned Appendix I ("REFERENCE DATES") provided that: (i) BORROWER
evidences -- to the AGENT's satisfaction -- the existence of interest rate
hedging agreements in force which ensure that the balance of the Reserve Account
shall coincide with the amount set forth in the aforementioned Appendix on a
subsequent Reference Date, and (ii) said hedging agreements are pledged in
accordance with the form attached as Appendix II.

The Reserve Account may only be disposed of (i) to attend to the coverage of
contingencies in regular obligations to pay principal and interest due in
accordance herewith for both Tranches and (ii) on the Final Maturity Date, the
remaining balance for the redemption of Tranche B.

The principal of the Reserve Account shall be reinvested on a monthly basis at
an interest rate of EURIBOR minus 0.25%.

This Reserve Account shall be subject to review on a monthly basis, and shall be
restructured and recapitalised as necessary to achieve its purpose."

THIRD.- CONDITION SUBSEQUENT

3.1   The Parties have agreed - which is of the essence and determines their
      consent to the agreements and amendments provided in Clauses First and
      Second hereunder- that the BORROWER and the GUARANTOR shall undertake, as
      of the date hereof and for the duration of the Loan, that the sum of (i)
      the amounts available pursuant to the credit facilities executed and in
      force from time to time in favour of any Group Companies (the "CREDIT
      FACILITIES") and (ii) the balance of the accounts "Cash in Hand" and
      "Banks" in the Group's consolidated balance sheet, exceed a minimum amount
      of five million (5,000,000) Euro.

      For the purposes of the provisions of this Clause, the following companies
      shall be deemed "GROUP" companies: TEEKAY SHIPPING SPAIN, S.L., NAVIERA
      TEEKAY GAS, S.L., NAVIERA TEEKAY GAS II, S.L., NAVIERA TEEKAY GAS III,
      S.L. and NAVIERA TEEKAY GAS IV, S.L.

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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      Compliance with such obligation shall be evidenced by the BORROWER and the
      GUARANTOR by delivering to the Agent, within the fifteen (15) Calendar
      Days following the end of each calendar quarter, the GUARANTOR's
      consolidated balance sheet referring to the preceding quarter, and a
      certificate signed by an officer of the GUARANTOR with sufficient powers
      -- setting forth the average available amount of the Credit Facilities
      during the preceding quarter --, resulting from the aforementioned
      documents that the minimum amount provided in the foregoing paragraph has
      been reached.

      In the event that, at any time, the sum of the balance of the accounts
      "Cash in Hand" and "Banks" of the Group consolidated balance sheet and the
      amount available from the Credit Facilities should fall below five million
      (5,000,000) o Euro, the BORROWER and the GUARANTOR shall be obliged, with
      no need to serve a prior request on the part of the LENDING ENTITIES,
      immediately to cure such breach by adopting the necessary measures in
      order to fund the Group accounts with sufficient funds or to increase the
      amounts available under the Credit Facilities in order to company with
      such limit.

3.2   The First and Second Clauses hereunder shall be subject to a condition
      subsequent, in the event that the BORROWER or the GUARANTOR should fail to
      cure the breach of the obligation provided under paragraph 3.1 above (by
      presentation of the consolidated balance sheet and certificate mentioned
      in paragraph 3.1 above, reflecting that the sum of the balance of the
      accounts "Cash in Hand" and "Banks" and amounts available under the Credit
      Facilities are equal to or grater than the amount provided above) within
      one (1) Month as from the date on which the Agent should have requested in
      writing that they cure such breach, and the LENDING ENTITIES, through the
      Agent, should have expressed in writing to the BORROWER and the GUARANTOR
      the occurrence of such condition subsequent provided hereunder.

      Consequently, in the event that the Agent should serve the aforementioned
      notice, and therefore in the event of performance of the condition
      subsequent provided in this section, any agreements and amendments
      provided under Clauses First and Second hereunder shall become without

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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         force and effect, and the Loan Agreement shall remain with the wording,
         terms and conditions in force until the date hereof.

         In the event of failure by the Agent to declare the performance of the
         condition subsequent in accordance with the provisions of this section
         3.2, this shall in no event be deemed a waiver or forfeiture of the
         LENDING ENTITIES' right to invoke the aforementioned condition
         subsequent.

FOURTH.- GUARANTEES

4.1      The BORROWER and the GUARANTOR hereby ratify each and every one of the
         guarantees provided on October 2, 2000 as security for the Loan
         Agreement.

4.2      The GUARANTOR and the BORROWER undertake to perform any acts as may be
         necessary, and to execute any public or private documents as may be
         necessary or convenient to reflect the agreements adopted hereunder, in
         order that each and every one of the guarantees provided as security
         for the proper performance of the Loan Agreement are maintained with
         full effect, but adapted to the provisions hereunder.

FIFTH.- NON-EXTINCTIVE AMENDMENT

For all matters not expressly amended, the Loan Agreement shall remain in force
in its own terms with full force and effect, and the present Agreement shall be
deemed to constitute a non-extinctive amendment of the Loan Agreement, and the
present Agreement shall form integral part of the Loan Agreement for all intents
and purposes.

SIXTH.- DEFINED TERMS

Terms not defined hereunder must be construed according to and in accordance
with the Loan Agreement.

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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SEVENTH.- EXPENSES AND TAXES

All expenses and taxes derived from execution and delivery hereof and any which
may be necessary to amend the guarantees in accordance with the provisions of
the foregoing Clause shall be borne by the BORROWER, including fees and
commissions of intervening notaries and legal advisors.

EIGHTH.- APPLICABLE LAW AND JURISDICTION

The present Agreement shall be construed and performed in its own terms, and
shall be governed by Spanish law.

The parties hereby submit to the exclusive jurisdiction of the Courts of the
city of Madrid for the resolution of any controversies as may arise relating to
the performance, enforcement and construction hereof.

AND in witness whereof, the Parties hereby sign this document in 19 counterparts
and to one sole effect, with the intervention of the Notary Public at the place
and date mentioned ut supra.

The Parties, by signing the last page hereof, express their full agreement to
the integral content hereof, in witness whereof and with the consent of the
signatories, the intervening Notary Public, in witness of the identity and
capacity of the parties, of the authenticity of their signatures and of the
lawfulness of all agreements provided in the Agreement, and having made the
requisite legal warnings, signs and seals all pages, attributing to all
counterparts thus instrumented the condition of an original document, fully
effective for commercial and procedural purposes.

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

                              [ILLEGIBLE SIGNATURE]

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[illegible signature]                   [illegible signature]

--------------------------------        --------------------------------
NAVIERA TEEKAY GAS III, S.A.            TEEKAY SHIPPING SPAIN, S.A.

[illegible signature]                   [illegible signature]

--------------------------------        --------------------------------
CAIXA DE AFORROS DE VIGO, OURENSE       CAIXA D'ESTALVIS I PENSIONS DE
E PONTEVEDRA                            BARCELONA

[illegible signature]
[illegible signature]                   [illegible signature]

--------------------------------        --------------------------------
CAJA DE AHORROS y MONTE DE PIEDAD       INSTITUTO DE CREDITO OFICIAL
DE MADRID

[illegible signature]                   [illegible signature]

-------------------------------         --------------------------------
MONTE DE PIEDAD y CAJA GENERAL DE       CAIXA D'ESTALVIS DE CATALUNYA
AHORROS DE BADAJOZ

[illegible signature]
[illegible signature]                   [illegible signature]

--------------------------------        --------------------------------
CAJA DE AHORROS DE CASTILLA LA MANCHA   CAJA DE AHORROS y MONTE DE PIEDAD
                                        DE AVILA

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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[illegible signature]

--------------------------------        -----------------------------------
CAJA DE AHORROS DE MURCIA               CAJA DE AHORROS MUNICIPAL DE BURGOS

[illegible signature]                   [illegible signature]

-------------------------------         -------------------------------
LICO LEASING, S.A. E.F.C.               CAJA DE AHORROS DEL MEDITERRANEO

                                        [illegible signature]
                                        [illegible signature]
[illegible signature]                   [illegible signature]

--------------------------------        -------------------------------
MONTES DE PIEDAD AND CAJAS DE           CAJA DE AHORROS DE SANTANDER y CANTABRIA
AHORROS DE RONDA,CADIZ, ALMERIA,
MALAGA y ANTEQUERA

[illegible signature]
[illegible signature]                   [illegible signature]

-------------------------------         -------------------------------
BANCO GALLEGO, S.A.                     CAJA DE AHORROS PROVINCIAL SAN FERNANDO
                                        DE SEVILLA y JEREZ

Amendment Teekay Gas III Loan

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

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      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

GENERAL INTERVENTION

      WITH MY INTERVENTION, I WITNESS, the identity, capacity and authenticity
of the signatures of the intervening parties listed below, and their agreement
to and approval of the content of the present Policy, as drafted herein, which
is set forth in thirteen pages, and the 6 pages on which this intervention is
extended, all of them sealed and initialled by me, executed in 19 counterparts
and to one sole effect, one of which shall remain in my files. I hereby evidence
that representation of:

      "NAVIERA TEEKAY GAS III, S.A.", is held by MR. PEDRO-MANUEL SOLANA
MARTINEZ, of legal age, holding Personal Identification Document (D.N.I.) number
25943811-H, as Attorney, with a special power of attorney as evidenced by the
public deed granted before the Notary Public of Madrid Mr. Juan Carlos
Caballeria Gomez, on March 11, 2005, holding number 992 of his official files.

      "TEEKAY SHIPPING SPAIN, S.A." is held by MR. PEDRO-MANUEL SOLANA MARTINEZ,
of legal age, holding Personal Identification Document (D.N.I.) number
25943811-H, as Attorney, with a special power of attorney as evidenced by the
public deed granted before the Notary Public of Madrid Mr. Juan Carlos
Caballeria Gomez, on March 11, 2005, holding number 984 of his official files.

      "CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA (CAIXANOVA)" is held by
MR. PABLO-FRANCISCO HERRERO MARTINEZ, of legal age, holding Personal
Identification Document (D.N.I.) number 1084898-B, as Attorney, with a power of
attorney which he assures me is currently still in force, granted before the
Notary Public of Vigo Mr. Jose Pedro Riol Lopez, on June 2, 2003, holding number
1696 of his official files, registered with the Pontevendra Commercial Registry,
volume 2404, book 2404, sheet 108, page PO-4111, 310th entry. He complements his
powers for the present act with a certification issued by Mr. Angel Lopez-Corona
Davila, Assitant General Manager, and Manager of the Financial Division, dated
March 14, 2005, with the signature thereof duly authenticated by Mr. Jose Pedro
Riol Lopez, Notary Public of Vigo.

      "CAIXA D'ESTALVIS I PENSIONS DE BARCELONA (LA CAIXA)" is held by MS. ANA
MARIA PEREZ FERNANDEZ, of legal age, holding Personal Identification Document
(D.N.I.) number 393979-N, as Attorney, with a joint power of attorney which she
assures me is currently still in force, granted before the Notary Public of
Barcelona Mr. Tomas Gimenez Duart, on October 26, 2000, holding number 5942 of
his official files, registered with the Barcelona Commercial Registry, volume
20,400, sheet 128, page B-5614, 818th entry, and MR. JOSE MARIA TORIBIO
GONZALEZ, of legal age, holding Personal Identification Document (D.N.I.) number
2898132-V, as Attorney, with a joint power of attorney which he assures me is
currently still in force, granted before the Notary Public of Barcelona Mr.
Tomas Gimenez Duart, on November 29, 2004, holding number 5800 of his official
files, registered with the Barcelona Commercial Registry, volume 36,591, sheet
137, page B-5614, 1,189th entry. They complements their powers for the present
act with a certification issued by Mr. Jose Ramon Montserrat Miro, Secretary of
the Permanent Credit Committee of Caja de Ahorros y Pensiones de Barcelona,
dated March 14, 2005, with the signature thereof duly authenticated by Mr.
Gerardo Munoz de Dios, Notary Public of the Honourable College of Madrid.

                              [Illegible signature]
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      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

      "CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID (CAJA MADRID)" is held by MR.
CESAR DIEZ DE TERAN LOPEZ, of legal age, holding Personal Identification
Document (D.N.I.) number 51382373-M, as Attorney, with a joint power of attorney
which he assures me is currently still in force granted before the Notary Public
of Madrid Mr. Gerardo Munoz de Dios, on November 15, 1999, holding number 6753
of his official files, registered with the Madrid Commercial Registry Page
M-52454, 482nd entry, and MS. ANA ESTHER HERNANDO LOPEZ, of legal age, holding
Personal Identification Document (D.N.I.) number 50439420-Y, as Attorney, with a
joint power of attorney which she assures me is currently still in force,
granted before the Notary Public of Madrid Mr. Gerardo Munoz de Dios, on
February 27, 2002, holding number 1124 of his official files, registered with
the Madrid Commercial Registry Page M-52454, 571st entry.

      "CAIXA D'ESTALVIS DE CATALUNYA" is held by MS. MARIA BELEN BORQUE SAN
MARTIN, of legal age, holding Personal Identification Document (D.N.I.) number
824654-N, as Attorney, with a power of attorney which she assures me is
currently still in force, granted before the Notary Public of Barcelona Mr. Jose
Marqueno de Llano, on September 30, 2002, holding number 2390 of his official
files, registered with the Barcelona Commercial Registry, page B-47741, 480th
entry. She complements her powers for the present act with a certification
issued by Mr. Josep Maria Alentorn I Torras, Assitant General Manager of Caixa
d'Estalvis de Catalunya, dated March 14, 2005, with the signature thereof duly
authenticated by Mr. Jose Marqueno de Llano, Notary Public of Barcelona, on
March 15, 2005.

      "CAJA DE AHORROS DE CASTILLA LA MANCHA" is held, as Joint Attorneys, by
MR. IGNACIO GONZALEZ ASCARZA, of legal age, holding Personal Identification
Document (D.N.I.) number 3858886-S as Attorney, with a power of attorney which
he assures me is currently still in force, granted before the Notary Public of
Cuenca Mr. Carlos de la Haza Guijarro, on May 7, 2003, holding number 836 of his
official files, registered with the Cuenca Commercial Registry, where it caused
the 278TH ENTRY, volume 381, sheet 49, page CU-690, and MS. MARIA ROSARIO RINCON
MERA, of legal age, holding Personal Identification Document (D.N.I.) number
5654643-R as Attorney, with a power of attorney which he assures me is currently
still in force, granted before the Notary Public of Cuenca Mr. Carlos de la Haza
Guijarro, on May 9, 2002, holding number 1127 of his official files, registered
with the Cuenca Commercial Registry, where it caused the 239TH ENTRY, volume
342, sheet 108, page CU-690.

      "CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA" is held by MR. ANDRES PEREZ
MARTIN, of legal age, holding Personal Identification Document (D.N.I.) number
6513273-H as Attorney, with a power of attorney which he assures me is currently
still in force, granted in Avila on September 27, 1988, before the Notary Public
Mr. Jose Maria Martinez de Artoloa e Idoy, holding number 1320 of his official
files, which caused in the Avila Commercial Registry, the 17th entry in the
corporate page.

      "CAJA DE AHORROS DE MURCIA" is held by MR. ALFONSO ESTRADA
FERNANDEZ-HONTORIA, of legal age, holding Personal Identification Document
(D.N.I.) number 50829764-V as Verbal Attorney, with a power of attorney which he
assures me

Amendment Teekay Gas III Loan

                              [Illegible signature]

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      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

is currently still in force, granted before the Notary Public of Murcia Mr.
Carlos Penafiel del Rio, on November 24, 2003, holding number 5751 of his
official files. A copy thereof is registered with the Commercial Registry.

      "CAJA DE AHORROS MUNICIPAL DE BURGOS" is held by MS. MARIA RODA NEVE, of
legal age, holding Personal Identification Document (D.N.I.) number 2894705-V as
Attorney, with a power of attorney which she assures me is currently still in
force, granted before the Notary Public of Burgos Mr. Jose Luis Herrero Ortega,
on April 14, 2004, holding number 803 of his official files, registered with the
Burgos Commercial Registry, page BU-1669, 237th entry.

      "CAJA DE AHORROS DEL MEDITERRANEO" is held by MS. MARIA ALFONSO NICOLAS,
of legal age, holding Personal Identification Document (D.N.I.) number
25137781-T as Attorney, with a power of attorney which she assures me is
currently still in force, granted before the Notary Public of Alicante Mr.
Francisco Benitez Ortiz, on February 20, 2003, holding number 796 of his
official files, registered with the Alicante Commercial Registry, page A-9358,
455th entry.

      "MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y
ANTEQUERA (UNICAJA)" is held by MR. DAVID IGLESIAS RICO, of legal age, holding
Personal Identification Document (D.N.I.) number 52189891-Q as Attorney, with a
power of attorney which he assures me is currently still in force, granted
before the Notary Public of Malaga Mr. Jose Manuel de Torres Montes, on December
5, 1996, holding number 5080 of his official files, registered with the Malaga
Commercial Registry, volume 1137, book 50, sheet 130, page MA-2447, 146th entry.
He complements his powers for the present act with a certification issued by Mr.
Antonio Lopez Lopez, Manager of the Financial Division, and Mr. Pedro Costa
Samaniego, Manager of Network Division, dated March 14, 2005, with the signature
thereof duly authenticated by Mr. Miguel Prieto Fenech, Notary Public of Malaga.

      "INSTITUTO DE CREDITO OFICIAL (ICO)" is held by MR. JOSE IGNACIO GONZALEZ
MARTINEZ, of legal age, holding Personal Identification Document (D.N.I.) number
30581641-J as Attorney, with a power of attorney which he assures me is
currently still in force, granted before the Notary Public of Madrid Mr.
Pedro-Jose Bartolome Fuentes, on February 14, 2003, holding number 565 of his
official files. A copy thereof is registered with the Commercial Registry.

      "CAJA DE AHORROS DE SANTANDER Y CANTABRIA" is held by MS. MARTA GONZALEZ
GONZALEZ, of legal age, holding Personal Identification Document (D.N.I.) number
2636301-H and MS. MARIA CRISTINA BLANCO MARTINEZ, of legal age, holding Personal
Identification Document (D.N.I.) number 13722807-H, as Attorneys, with powers of
attorney which they assure me are currently still in force, granted before the
Notary Public of Santander Mr. Javier Asin Zurita, on July 17, 2002, holding
number 1781 of his official files, registered with the Santander Commercial
Registry, page S-2561, 81st entry.

      "BANCO GALLEGO, S.A." is held by MR. RAFAEL ORTEGA JODRA, of legal age,
holding Personal Identification Document (D.N.I.) number 1921712-Q as Attorney,
with

Amendment Teekay Gas III Loan

                              [Illegible signature]

                                                                               2
<PAGE>

                                SWORN TRANSLATION

      [Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

a power of attorney which he assures me is currently still in force, granted
before the Notary Public of La Coruna Mr. Manuel Martinez Rebullido, on
September 17, 2004, holding number 1889 of his official files, registered with
the La Coruna Commercial Registry, page C-22011, 376th entry, and MR. ANGEL LUIS
SALCEDO ROMERO, of legal age, holding Personal Identification Document (D.N.I.)
number 8993701-B as Attorney, with a power of attorney which he assures me is
currently still in force, granted before the Notary Public of La Coruna Mr.
Manuel Martinez Rebullido, on September 17, 2004, holding number 1942 of his
official files, registered with the La Coruna Commercial Registry, page C-22011,
397th entry.

      "CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ" is held by
MR. JUAN FRANCISCO JIMENEZ JIMENEZ, of legal age, holding Personal
Identification Document (D.N.I.) number 50812038-R as Attorney, with a power of
attorney which he assures me is currently still in force, granted before the
Notary Public of Sevilla Mr. Antonio Ojeda Escobar, on June 6, 2003, holding
number 2416 of his official files, registered with the Seville Commercial
Registry, volume 3314 General Companies Volume, sheet 16, page number SE-6747,
95th entry.

      "MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ" is held by MR. JUAN
JOSE MARTINEZ PLAZA, of legal age, holding Personal Identification Document
(D.N.I.) number 50797945-F, as Attorney, with a power of attorney which he
assures me is currently still in force, granted before the Notary Public of
Badajoz Mr. Luis Pla Rubio, on January 7, 2003, holding number 26 of his
official files, registered with the Badajoz Commercial Registry, sheet 101
volume 36, page number BA-1853, 397th entry. He complements his powers for the
present act with a certification issued by Mr. Jose Antonio Marcos Blanco,
General Manager of the Entity, dated March 10, 2005, of whose position I am
certain.

      "LICO LEASING, S.A. E.F.C" is held by MR. CARLOS CASTRO LOPEZ, of legal
age, holding Personal Identification Document (D.N.I.) number 50811606-Y as
Attorney, with a power of attorney which he assures me is currently still in
force, granted before the Notary Public of Madrid Mr. Francisco-Jose de Lucas y
Cadenas, on January 31, 2001, holding number 210 of his official files. A copy
thereof is registered with the Commercial Registry.

      In Madrid, March sixteenth two thousand and five.

                                THE NOTARY PUBLIC

Amendment Teekay Gas III Loan

                              [Illegible signature]

                                                                               3
<PAGE>

                                SWORN TRANSLATION

DNA. SOFIA DE RAMON-LACA CLAUSEN, INTERPRETE JURADO DE INGLES, CERTIFICO QUE LA
QUE ANTECEDE ES LA TRADUCCION FIEL Y COMPLETA DEL ESPANOL AL INGLES, EN
DIECIOCHO (18) PAGINAS ESCRITAS SOLAMENTE POR EL ANVERSO, SIENDO ESTA LA
DECIMONOVENA, DEL DOCUMENTO EN ESPANOL, CONSISTENTE EN UNA POLIZA INTERVENIDA
POR EL NOTARIO DON LUIS RAMALLO GARCIA DE NOVACION MODIFICATIVA NO EXTINTIVA DE
CONTRATO DE FECHA 16 DE MARZO DE 2005.

                                                      MADRID, 3 DE ABRIL DE 2005

I, MS. SOFIA DE RAMON-LACA CLAUSEN, SWORN TRANSLATOR INTO THE ENGLISH LANGUAGE,
DO HEREBY CERTIFY THAT THE FOREGOING IS THE TRUE AND COMPLETE TRANSLATION FROM
SPANISH INTO ENGLISH, ON EIGHTEEN (18) PAGES WRITTEN ON ONE SIDE ONLY, THIS
BEING THE NINETEENTH PAGE, OF THE DOCUMENT DRAFTED IN SPANISH, CONSISTING OF A
COMMERCIAL POLICY INTERVENED BY THE NOTARY PUBLIC MR. LUIS RAMALLO GARCIA, DATED
MARCH 16, 2005.

                                                           MADRID, APRIL 3, 2005