Exhibit 4.12


 


AMENDMENT AGREEMENT


 


Dated: 
10 February 2006


 


WHEREAS:


 


(A)          The Banks (as defined below) have agreed to make available to Stolt
Tankers Finance III B.V. (the “Borrower”) a
US$325,000,000 secured multi currency revolving loan facility upon the terms
and subject to the conditions set out in a loan facility agreement dated 30 January 2006
(the “Facility Agreement”) made between (1) the
Borrower (2) Stolt-Nielsen SA and the other joint and several guarantors
listed in Schedule 2 of the Facility Agreement (3) the banks listed
in Schedule 1 Part A of the Facility Agreement as lenders (the “Banks”) (4) the banks and financial institutions listed
in Schedule 1 Part B of the Facility Agreement as underwriters and
the bookrunner (5) the banks and financial institutions listed in Schedule 1
Part C of the Facility Agreement as mandated lead arrangers (6) Citibank
International Plc as facility agent and Citicorp Trustee Company Limited as
security trustee.


 


(B)           The parties to the Facility Agreement wish to make certain
amendments to the Facility Agreement upon the terms set out below.


 


(C)           Words and expressions defined in the Facility Agreement shall have
the same meanings when used in this Agreement and its Acknowledgement.


 


NOW
THIS AGREEMENT WITNESSES as follows:-


 


1              Each of the Parties to the Facility
Agreement agrees that the Facility Agreement shall be amended as follows:-


 


(a)        as though Clause 17.4 were amended to read as follows:-


 


“ Evidence of deductions  If at any time either the Borrower
or any Guarantor is required by law to make any deduction or withholding from
any payment to be made by it pursuant to any of the Security Documents, the
Borrower or that Guarantor (as the case may be) will pay the amount required to
be deducted or withheld to the relevant authority within the time allowed under
the applicable law and will, no later than thirty days after making that
payment, deliver to the Agent an


 

















 


original receipt issued by the relevant authority, or other evidence
reasonably acceptable to the Agent, evidencing the payment to that authority of
all amounts required to be deducted or withheld. If the Borrower makes any
deduction or withholding from any payment under or pursuant to any of the
Security Documents, and a Bank in its absolute discretion (acting reasonably) determines
that it has subsequently received a refund or allowance from any tax authority
which that Bank identifies as being referable to that deduction or withholding,
that Bank shall, as soon as reasonably practicable after its tax year has been
finally settled with the relevant tax authority, pay to the Borrower an amount
equal to the amount of the refund or allowance received, if and to the extent
that it may do so without prejudicing its right to retain that refund or
allowance and without putting itself in any worse financial position than that
in which it would have been had the deduction or withholding not been required
to have been made.  Nothing in this
Clause shall be interpreted as imposing any obligation on any Bank to apply for
any refund or allowance, nor as restricting in any way the manner in which any
Bank organises its tax affairs, nor as imposing on any Bank any obligation to
disclose to the Borrower any information regarding its tax affairs or tax
computations.  All costs and expenses
incurred by any Bank in obtaining or seeking to obtain a refund or allowance
from any tax authority pursuant to this Clause shall be for the Borrower’s
account.”; and


 


(b)       as though Clause 17.6.1 were amended to read as follows:-


 


“ 17.6.1       any Finance Party (or the holding Company of any Finance Party)
shall be subject to any Tax (other than any withholding tax compensated for
under Clause 17.3) with respect to payments of all or any part of the
Indebtedness; or”; and


 


(c)        a new Clause 19.9 and Clause 19.10 were inserted as follows:-


 


“ 19.9         Stamp
taxes  The
Borrower shall pay and, within three (3) Business Days of demand,
indemnify each of the Finance Parties against any cost, loss or liability the
Finance Parties or any of them incur in relation to all stamp duty,
registration and other similar Taxes payable in respect of any Security
Document.  If the Borrower wishes to contest
such taxes with the relevant tax authority, the Finance Parties will reasonably
co-operate with the Borrower, provided that all out-of-pocket expenses incurred
by any Finance Party in connection with such contest shall be for the Borrower’s
account


 


2

















 


and the Agent determines that to assist in pursuing such claim will not
impact on Citigroup’s franchise in the jurisdiction.


 


19.10           Value added tax


 


19.10.1       All amounts set out, or expressed to be payable under a Security
Document by the Borrower to the Finance Parties which (in whole or in part)
constitute the consideration for VAT purposes shall be deemed to be exclusive
of any VAT which is chargeable on a supply of services, and accordingly,
subject to Clause 19.10.2, if VAT is chargeable on any such supply made by any
of the Finance Parties to the Borrower under a Security Document, the Borrower
shall pay to such Finance Parties (in addition to and at the same time as
paying the consideration) an amount equal to the amount of the VAT (and such Finance
Parties shall promptly provide an appropriate VAT invoice to the Borrower).


 


19.10.2       Where a Security Document requires any Security Party to reimburse any
Finance Party for any costs or expenses, that Security Party shall also at the
same time pay and indemnify such Finance Parties against all VAT incurred by such
Finance Parties in respect of the costs or expenses to the extent that the
Finance Parties in question reasonably determine that none of them nor any
other member of any group of which such Finance Party is a member for VAT
purposes is entitled to credit or repayment from the relevant tax authority in
respect of the VAT.


 


19.10.3       If the Borrower wishes to contest or claim a refund of VAT taxes due
under this Clause 19.10 with the relevant tax authority, the Finance Parties
will reasonably co-operate with the Borrower, provided that all out of pocket
expenses incurred by any Finance Party in connection with such contest or
refund claim shall be for the Borrower’s account and the Agent determines that
to assist in pursuing such claim or refund will not impact on Citigroup’s
franchise in the jurisdiction.”.


 


3

















 


2              All other terms and conditions of the
Facility Agreement remain unamended and in full force and effect.


 


3              The amendments contained in this
Agreement shall take effect from the date of this Agreement.


 


4              This Agreement may be executed in
counterparts each of which shall be original but which taken together
constitute the same.


 


5              This Agreement shall be governed by and
construed in accordance with English law.


 


 


IN
WITNESS of which the parties to this
Agreement have executed this Agreement the day and year first before written.


 


 


	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  of CITIBANK N.A.

  	
  )

  	
   

  	
   

  
	
  (as a
  Bank)

  	
  )

  	
  ATTORNEY-IN-FACT

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  [ILLEGIBLE]

  	
   

  	
   

  	
   

  
	
   

  	
  TRAINEE
  SOLICITOR

  	
   

  	
   

  	
   

  
	
   

  	
  ONE
  ST PAUL’S CHURCHYARD

  	
   

  	
   

  	
   

  
	
   

  	
  EC4M
  8SH, LONDON

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of DEUTSCHE BANK AG IN HAMBURG

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  (as a
  Bank)

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
  ATTORNEY-IN-FACT

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of DEUTSCHE SCHIFFSBANK AG

  	
  )

  	
   

  	
   

  
	
  (as a
  Bank)

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
  ATTORNEY-IN-FACT

  	
   

  



 


4

















 


	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of CITIBANK N.A.

  	
  )

  	
   

  	
   

  
	
  (as
  an Underwriter and the Bookrunner)

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
  ATTORNEY-IN-FACT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of DEUTSCHE BANK AG IN HAMBURG

  	
  )

  	
   

  	
   

  
	
  (as
  an Underwriter)

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
  ATTORNEY-IN-FACT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly authorised
  for and on behalf

  	
  )

  	
   

  	
   

  
	
  of DEUTSCHE SCHIFFSBANK AG

  	
  )

  	
   

  	
   

  
	
  (as
  an Underwriter)

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
  ATTORNEY-IN-FACT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of CITIGROUP GLOBAL MARKETS

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  LIMITED

  	
  )

  	
   

  	
   

  
	
  (as a
  Mandated Lead Arranger)

  	
  )

  	
  ATTORNEY-IN-FACT

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  of DEUTSCHE BANK AG IN HAMBURG

  	
  )

  	
   

  	
   

  
	
  (as a
  Mandated Lead Arranger)

  	
  )

  	
  ATTORNEY-IN-FACT

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of DEUTSCHE SCHIFFSBANK AG

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  (as a
  Mandated Lead Arranger)

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
  ATTORNEY-IN-FACT

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  



 


5

















 


	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of CITIBANK INTERNATIONAL PLC

  	
  )

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  (as
  the Agent)

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
  ATTORNEY-IN-FACT

  	
   

  
	
   

  	
  [ILLEGIBLE]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of CITICORP TRUSTEE COMPANY

  	
  )

  	
  /s/ David Maras

  	
   

  
	
  LIMITED

  	
  /s/
  Laura Hughes

  	
   

  	
  )

  	
  David Maras

  	
   

  
	
  (as
  the Security Trustee)

  	
  LAURA
  HUGHES

  	
  )

  	
  Director

  	
   

  
	
  in
  the presence of:-

  	
  )

  	
   

  	
   

  
	
  SIGNED by

  	
  /s/
  Walter H. Lion

  	
   

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of STOLT TANKERS

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  FINANCE III B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
   

  	
  [ILLEGIBLE]

  	
   

  	
   

  	
   

  
	
   

  	
  McLaughlin
  & Stern LLP

  	
   

  	
   

  	
   

  
	
   

  	
  260 Madison
  Avenue

  	
   

  	
   

  	
   

  
	
   

  	
  New
  York, NY 10016

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  of STOLT NIELSEN S.A.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  of STOLT NIELSEN

  	
  )

  	
   

  	
   

  
	
  TRANSPORTATION GROUP LTD

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  (Liberia)

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  of STOLT NIELSEN

  	
  )

  	
   

  	
   

  
	
  TRANSPORTATION GROUP LTD

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  (Bermuda)

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
										



 


6

















 


	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  of STOLT NIELSEN

  	
  )

  	
   

  	
   

  
	
  INVESTMENTS N.V.

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  of STOLT NIELSEN

  	
  )

  	
   

  	
   

  
	
  HOLDINGS B.V.

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  of STOLT-NIELSEN

  	
  )

  	
   

  	
   

  
	
  TRANSPORTATION GROUP B.V.

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  in
  the presence of:-

  	
  /s/
  [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  



 


7

















 


Acknowledgement


 


We agree and
consent to the Amendment Agreement referred to above and hereby agree and
confirm that all our obligations under the Security Documents to which we are a
party remain in full force and effect notwithstanding the amendments to the
Facility Agreement referred to above.


 


	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
   

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  STOLT AVANCE B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT AVENIR B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT AVOCET B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT CONDOR 2005 B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  



 


8

















 


	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
   

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
   

  	
   

  
	
  STOLT DIPPER B.V.

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT EAGLE 2005 B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT EGRET B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT EXCELLENCE 2005 B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT FALCON B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  



 


9

















 


	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
   

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
   

  	
   

  
	
  STOLT GANNET B.V.

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT GUARDIAN B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT GUILLEMOT B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT HAWK B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT HERON B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
							



 


10

















 


	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT INTEGRITY B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT KESTREL B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT KITE B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT KITTIWAKE B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT LOYALTY B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  



 


11

















 


	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT OSPREY B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT PERSEVERANCE B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT PETREL B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT PRIDE B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT PROTECTOR B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  



 


12

















 


	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT PUFFIN B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for and
  on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT SINCERITY B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT TENACITY B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT TERN B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED and DELIVERED
  as a

  	
  )

  	
   

  	
   

  
	
  deed
  by

  	
  )

  	
  /s/ Walter H. Lion

  	
   

  
	
  the
  duly authorised attorney

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of

  	
  )

  	
  Attorney-in-Fact

  	
   

  
	
  STOLT VIKING B.V.

  	
  )

  	
   

  	
   

  
	
  in
  the presence of:-

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  (As
  above)

  	
   

  	
   

  	
   

  



 


13