Exhibit 4.14


 





 




	
  AMENDMENT NO. 1 TO THE

  
	
  LOAN AGREEMENT

  
	
   

  
	
  USD 39,285,714.26

  
	
   

  
	
   

  
	
  BETWEEN STOLT TANKERS FINANCE B.V.

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
  AND

  	
  Danish Ship Finance A/S

  
	
   

  	
  (Danmarks Skibskredit A/S)

  
	
   

  	
  and

  
	
   

  	
  DVB Bank A.G.

  
	
   

  	
  as Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “M/V Stolt Achievement”

  
	
   

  	
  DSF-Loan No. 4153

  
	
   

  	
   

  
	
  Dated 27 July 2005

  






 


COPENHAGEN
ÅRHUS LONDON BRUSSELS


KROMANN
REUMERT, LAW FIRM


5
SUNDKROGSGADE, DK-2100 COPENHAGEN Ø, DENMARK, TEL. +45 70 12 12 11, FAX +45 70
12 13 11


 

















 


CONTENTS


 


	
  1.

  	
   

  	
  BACKGROUND

  	
  1

  
	
  2.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
  2

  
	
  3.

  	
   

  	
  AMENDMENTS TO THE LOAN AGREEMENT

  	
  2

  
	
  4.

  	
   

  	
  OTHER PROVISIONS REMAIN EFFECTIVE

  	
  5

  
	
  5.

  	
   

  	
  EFFECTIVE DATE

  	
  6

  
	
  6.

  	
   

  	
  LAW AND JURISDICTION

  	
  8

  
	
   

  
	
  SCHEDULES

  
	
   

  
	
  Schedule 1:

  	
   

  	
  Form of Parent Companies Guarantee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 2:

  	
   

  	
  Form of Amendment to the Undertaking

  	
   

  
						



 

















 


	
  AMENDMENT NO. 1 TO THE

  
	
  LOAN AGREEMENT

  



 


This Amendment No. 1 to the Loan Agreement (the “Amendment”) is made on 27 July 2005 between:


 


(1)                 Stolt Tankers Finance B.V., a Dutch limited
liability company with registered address at Westerlaan 5, 3016 CK Rotterdam,
The Netherlands (the “Borrower”);
and


 


(2)                 Danish Ship Finance A/S (Danmarks Skibskredit A/S),
with address at Sankt Annæ Plads 3, 1250 Copenhagen, K, Denmark and DVB Bank
A.G., acting through its London Office, with address at 80 Cheapside, London
EC2V 6EE, UK (together, the “Lender”).


 


1.                  BACKGROUND


 


1.1                The Loan Agreement. In
connection with the implementation of a corporate, organisational and financial
restructuring of the corporate group comprised of Stolt-Nielsen S.A. and its
direct and indirect subsidiaries, the Borrower and the Lender entered into a
USD 39,285,714.26 loan agreement (as amended, the “Loan Agreement”) dated 20 May 2003 for the purpose of
restructuring the financing of the Vessel M/V Stolt Achievement.


 


1.2                The existing guarantees
and undertakings. The Borrower’s obligations under
the Loan Agreement are presently guaranteed by the SNSA-Guarantee, the SNTG-LIB
Guarantee and the guarantee of the Shipowning Company. In addition, each of
SNTG-BER, SNI, SNH and SNTG BV has entered into an undertaking (the “Undertaking”) in favour of the Lender pursuant
to which such companies make certain undertakings related to themselves and the
Loan Agreement.


 


1.3                The parties’ agreements. The
parties hereto have agreed that: (i) the Loan Agreement shall be amended, among
other things, to reduce the Margin, add SNTG-BER, SNI, SNH, SNTG BV as joint
guarantors, and implement the other amendments all as set forth below in this
Amendment; (ii) each of SNSA, SNTG-LIB, SNTG-BER, SNI, SNH and SNTG BV, as
joint guarantors (selvskuldnerkautionister),
shall enter into a new guarantee of


 


1

















 


the full and timely performance of
all and any of the Borrower’s obligations under the Loan Agreement; and (iii)
that certain amendments shall be made to the Undertaking.


 


2.                  DEFINITIONS AND INTERPRETATION


 


2.1                Incorporation of Loan
Agreement definitions. Terms defined in the Loan
Agreement shall have the same meaning when used in this Amendment unless
otherwise stated herein or the context otherwise requires.


 


2.2                Interpretation. In this
Amendment, unless the context otherwise requires


 


(a)         words denoting the singular number shall include the
plural and vice versa; and


 


(b)        references to a “person” includes any person,
individual, firm, partnership, joint venture, company, corporation, trust,
fund, body corporate, unincorporated body of persons, or any state or any
agency of a state or association (whether or not having separate legal personality).


 


2.3                Clause Headings. In this
Amendment clause headings are for ease of reference only.


 


3.                  AMENDMENTS TO THE LOAN AGREEMENT


 


3.1                Clause 2 (Definitions).


 


(i)            Definition
of “Margin”. The definition of “Margin” in Clause 2 of the Loan
Agreement is amended to read in its entirety as follows:


 


““Margin” means, commencing from 1 June 2005, 0.85% p.a.
(point eight five per cent per annum), to be calculated by the Agent with respect
to the Loan.”


 


(ii)           Definition
of “Guarantor”. The definition of “Guarantor” in
Clause 2 of the Loan Agreement is amended to read in its entirety as follows:


 


“Guarantor”
means each of the Parent Companies and the Shipowning Company.


 


(iii)          Definitions
of “Parent Companies” and “Parent Companies Guarantee”. The
following definitions are added to Clause 2 of the Loan Agreement in the
appropriate alphabetical order:


 


2

















 


““Parent Companies”
means SNSA, SNTG-LIB, SNTG-BER, SNI, SNH and SNTG BV.


 


“Parent Companies Guarantee” means
an unlimited, unconditional and irrevocable guarantee issued by the Parent
Companies in respect of the Borrower’s obligations under this Agreement.”


 


(iv)          Deletion of definitions. The definitions “SNSA-Guarantee” and “SNTG-LIB
Guarantee” are deleted from the Loan Agreement.


 


3.2                Clause 15.1.5 (Security
- Guarantees). Clause 15.1.5 of the Loan Agreement is amended to
read in its entirety as follows:


 


“15.1.5            The Parent Companies Guarantee (Schedule 5).”


 


Schedule 5a (SNSA-Guarantee) and Schedule 5b (SNTG-LIB-Guarantee) of the Loan Agreement
are deleted in their entirety and replaced by the Parent Companies Guarantee
(in the form attached to this Amendment as Schedule 1) which shall
become Schedule 5 to the Loan Agreement.


 


3.3                Clause 19
(Representations and Warranties).


 


(i)             Clause
19.1. Clause 19.1 of the Loan Agreement is amended to read in
its entirety as follows:


 


“19.1               The Borrower, the Shipowning Company, and the Parent Companies each
represents and warrants as follows:”


 


(ii)        Clause 19.1.9. Clause 19.1.9 of the Loan Agreement is amended to read in its entirety
as follows:


 


“19.1.9            The obligations of the
Borrower under the Loan Agreement, the obligations of the Shipowning Company
under the guarantee issued by it and the obligations of each of the Parent
Companies under the Parent Companies Guarantee rank at least pari passu with
the claims of the Borrower’s, the Shipowning Company’s and the Parent Companies’
unsecured and unsubordinated creditors, except for obligations mandatorily
preferred by law applying to companies generally;”


 


3

















 


(iii)       Clause 19.1.11. The introductory phrase to Clause 19.1.11 of the Loan Agreement is
amended to read in its entirety as follows:


 


“The following applies
in respect of the Shipowning Company:”


 


(iv)      New Clause 19.1.11A. The following new Clause
19.1.11A is added to the Loan Agreement after Clause 19.1.11:


 


“19.1.11A       The following applies
in respect of each of the Parent Companies:


 


a)        It is a company duly
formed and validly existing under the laws of its incorporation;


 


b)        No pledge or other
security interest exists in respect of its shares and its dividend-payments;


 


c)        It has not incurred any
Consolidated Debt, except for debt between any members of the Stolt-Nielsen
S.A. group of companies and debt which is either subordinated to or ranks
pari-passu with the Indebtedness;


 


d)        All and any of its
present or future claims against the Borrower, the Shipowning Company, or any
of the Parent Companies are fully subordinated to the claims of the Lender hereunder;


 


e)        It will not take, or cause to be taken, any action, which
may give rise to an Event of Default hereunder.”


 


(v)       Clause 19.1.12. The first sentence of Clause 19.1.12 is amended to read in its entirety
as follows:


 


“All
and any of the Borrower’s, the Shipowning Company’s, and each of the Parent
Companies’ present or future claims (whether for payment of dividend, loan
capital or otherwise) against each other are fully subordinated to (and shall
not compete with) the claims of the Lender hereunder.”


 


4

















 


3.4                Clause 20 (Further
Undertakings of the Borrower).


 


(i)             Clause
20.1. Clause 20.1 of the Loan Agreement is amended to read in
its entirety as follows:


 


“20.1               The Borrower, the Shipowning Company, and the Parent
Companies each undertake with the Lender that as long as any Indebtedness is
outstanding, the Borrower shall:”


 


(ii)        Clause 20.1.1(iii). Clause 20.1.1(iii) of the Loan Agreement is
amended by the removal of the word “audited”
from the first line thereof and by the addition of the following parenthetical
expression at the end thereof:


 


“(for the time being and
until further notice, the Lender has waived the Borrower’s performance of this
undertaking);”


 


3.5                Clause 22 (Events of
Default).


 


(i)             New
Clause 22.1.5A. A new Clause 22.1.5A is added to the Loan
Agreement after Clause 22.1.5 as follows:


 


“22.1.5A         any loan, debt or other
obligation of any of the Parent Companies in respect of borrowed money in excess
of $7,500,000 shall become due and/or declared due and payable and shall not
then be paid, or other debts of the Parent Companies shall not be paid when
due, unless in the Agent ‘s reasonable opinion contested in good faith by the
relevant Parent Company and appropriate provision is made; or”


 


(ii)            Clause
22.1.7. Clause 22.1.7 is amended to read in its entirety as
follows:


 


“22.1.7            the Shipowning Company
shall be in default under its guarantee or any Parent Company shall be in
default under the Parent Companies Guarantee, and such default shall continue unremedied
for 10 calendar days after the Agent shall have given the Borrower notice of
such default;”


 


4.                  OTHER PROVISIONS REMAIN EFFECTIVE


 


4.1                Except as specifically
set forth in Clause 3 of this Amendment, the Loan Agreement shall remain valid
and effective in accordance with its terms.


 


5

















 


5.                  EFFECTIVE DATE


 


5.1                The amendments to the
Loan Agreement contained in this Amendment shall become effective as of the
date on which all of the following conditions precedent are, in the sole
discretion of the Agent, satisfied:


 


(i)            each of the parties whose names appears on the signature pages to this
Amendment has duly executed this Amendment;


 


(ii)           each
of the Parent Companies has duly executed the Parent Companies Guarantee;


 


(iii)          each
of the parties to the Undertaking has duly executed the amendment thereto substantially
in the form of amendment set forth in Schedule 2 hereto;


 


(iv)         certified
copies of the certificates of incorporation, articles of association and
by-laws of the Borrower, each of the Parent Companies and the Shipowning
Company have been delivered to the Agent, or, in cases where the versions of
such documents previously delivered to the Agent remain current, certificates
to this effect duly signed by the appropriate corporate officer have been delivered
to the Agent;


 


(v)          certified
copies of minutes of the board of directors meetings of each of the Parent
Companies authorising and approving the execution by it of the Parent Companies
Guarantee have been delivered to the Agent;


 


(vi)         original
powers of attorney, if any, in favour of the persons signing this Amendment,
the Parent Companies Guarantee or the amendment to the Undertaking on behalf of
the Borrower, the Shipowning Company or any of the Parent Companies have been
delivered to the Agent;


 


(vii)        a
specimen signatures certificate in respect of the persons signing this
Amendment, the Parent Companies Guarantee or the amendment to the Undertaking
on behalf of the Borrower, the Shipowning Company or any of the Parent
Companies have been delivered to the Agent;


 


(viii)       the
Borrower, the Parent Companies, and the Shipowning Company have delivered to
the Agent such financial and other information and evidence as the Agent may
have specifically requested;


 


6

















 


(ix)          legal
opinions, in form and substance satisfactory to the Agent, in respect of the
Parent Companies, this Amendment, the Parent Companies Guarantee and the
amendment to the Undertaking from Luxembourg counsel, Liberia counsel, Bermuda
counsel, Netherlands Antilles counsel, Dutch counsel and Kromann Reumert (as to
this Amendment, the Parent Companies Guarantee and the amendment to the Undertaking)
have been provided to the Agent; and


 


(x)           the
Agent has received evidence satisfactory to it that the following agreements in
respect of borrowed money have been terminated by way of full repayment of
amounts outstanding thereunder or amended in a manner similar to the amendments
made to the Loan Agreement by this Amendment:


 


1.     FACILITY
AGREEMENT Dated: 30 March 2004 BETWEEN STOLT-NIELSEN TRANSPORTATION GROUP LTD.,
Liberia (as Borrower), STOLT-NIELSEN S.A. (as Guarantor), the banks and
financial institutions listed in Schedule 1 thereto, SCHIFFSHYPOTHEKENBANK ZU
LÜBECK AG acting as facility agent, SCHIFFSHYPOTHEKENBANK ZU LÜBECK AG acting
as security trustee, the banks and financial institutions listed in Schedule 2
Part A thereto, each acting as a joint lead arranger, the banks and financial
institutions listed in Schedule 2 Part B thereto, each acting as a joint
arranger, and DEUTSCHE SCHIFFSBANK AG acting as co-arranger.


 


2.     AMENDED
AND RESTATED FACILITY AGREEMENT Dated 19 July 2001 BETWEEN STOLT-NIELSEN TRANSPORTATION
GROUP LTD., Liberia (as Borrower); STOLT-NIELSEN S.A. (as Guarantor), the banks
and financial institutions listed in Schedule 1 thereto, HSBC INVESTMENT BANK
PLC, acting as facility agent, HSBC BANK PLC acting as security trustee the
banks and financial institutions listed in Schedule 2 thereto, each acting as a
joint arranger, the banks and financial institutions listed in Schedule 3
thereto, each acting as a syndication agent and joint book manager, and NORDEA,
acting as documentation agent.


 


Notwithstanding the fact that the above conditions precedent were not
satisfied as of 1 June 2005, the Margin applicable to the Loan, as indicated in
Clause 3.1(i) above, shall be 0.85% p.a. (zero point eight five per cent per
annum) commencing from 1 June 2005.


 


7

















 


6.                  LAW AND JURISDICTION


 


6.1                Law. This
Amendment shall be governed by Danish law.


 


6.2                Main jurisdiction. Any
dispute arising out of or in connection with this Amendment shall be settled by
the Maritime and Commercial Court in Copenhagen (Sø- og Handelsretten i København). This shall, however, not
limit the right of the Agent or the Lender to initiate proceedings against the
Borrower, any of its assets or any of the Securities in any other competent
jurisdiction. Any decision of the Maritime and Commercial Court in Copenhagen,
Denmark may be appealed to the Danish Supreme Court.


 


The Parties have entered into this Amendment on the date set forth in the
beginning of this Amendment.


 


As Borrower,


 


Stolt Tankers Finance B.V:


 


 


	
  Signature:

  	
  /s/ John E. Greenwood

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


As Lender and Agent:


 


Danish Ship Finance A/S


(Danmarks Skibskredit A/S):


 


 


	
  Signature:

  	
  /s/ Erik I. Lassen

  	
   

  	
  /s/ Morten Snede Larsen

  	
   

  
	
  Print Name:

  	
  Erik I. Lassen

  	
  Morten Snede Larsen

  	
   

  
	
  Capacity:

  	
  S.V.P.

  	
  A.V.P.

  	
   

  



 


8

















 


As Lender:


 


DVB Bank A.G., acting through its London
representative office:


 


 


	
  Signature:

  	
  /s/ Christian Hennings

  	
   

  
	
  Print Name:

  	
  Christian Hennings

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


As joint guarantors (selvskyldnerkautionister)
for the full and timely performance of all and any of the Borrower’s
obligations under the Loan Agreement (becoming such by way of execution of the
Parent Companies Guarantee):


 


The Parent Companies:


 


Stolt-Nielsen S.A.:


 


 


	
  Signature:

  	
  /s/ John E. Greenwood

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


Stolt-Nielsen Transportation Group Ltd., Liberia:


 


 


	
  Signature:

  	
  /s/ John E. Greenwood

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


Stolt-Nielsen Transportation Group Ltd., Bermuda:


 


 


	
  Signature:

  	
  /s/ John E. Greenwood

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


9

















 


Stolt-Nielsen Investments N.V.:


 


 


	
  Signature:

  	
  /s/ John E. Greenwood

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


Stolt-Nielsen Holdings B.V.:


 


 


	
  Signature:

  	
  /s/ John E. Greenwood

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


Stolt-Nielsen Transportation Group B.V.:


 


 


	
  Signature:

  	
  /s/ John E. Greenwood

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


The Shipowning Company:


 


On 20 May 2003, the Shipowning Company issued a guarantee in favour of the
Lender pursuant to which it guaranteed the obligations of the Borrower under
the Loan Agreement. By its signature below, the Shipowning Company acknowledges
the terms of this Amendment and confirms that the guarantee issued by it
remains in full force and effect in respect of the obligations of the Borrower
under the Loan Agreement, as amended by this Amendment.


 


Stolt Achievement B.V.:


 


	
  Signature:

  	
  /s/ John E. Greenwood

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


10

















 


For the purpose of Article 1 of the Protocol to the Brussels Convention of
1968 on, inter alia, the enforceability
of foreign court awards, Stolt-Nielsen S.A. expressly and specifically accepts
the jurisdiction clause contained in Clause 6.2 of this Amendment No. 1 to the
Loan Agreement.


 


	
  Stolt-Nielsen S.A.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ John E. Greenwood

  	
   

  	
   

  	
  /s/ Walter H. Lion

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
						



 


11

















 


GUARANTEE


 


(“SELVSKYLDNERKAUTION”)


 


THIS GUARANTEE,
dated 29 July 2005 (the “Guarantee”)
is made by the following companies (collectively, the “Guarantors”), as joint and several
Guarantors:


 


(1)           Stolt-Nielsen
S.A., a company duly incorporated and existing under the laws of the Grand
Duchy of Luxembourg, with registered address at 23 avenue Monterey, L-2086
Luxembourg (“SNSA”);


 


(2)           Stolt-Nielsen
Transportation Group Ltd, Liberia, a company duly incorporated and existing
under the laws of Liberia, with registered address at 80 Broad Street,
Monrovia, Liberia (“SNTG-LIB”);


 


(3)           Stolt-Nielsen
Transportation Group Ltd., Bermuda, a Bermuda exempted limited liability
company with registered address at Clarendon House, 2 Church Street, Hamilton
HM11 Bermuda (the “SNTG-BER”);


 


(4)           Stolt-Nielsen
Investments N.V., a Netherlands Antilles limited liability company with
registered address at De Ruyterkade, Curacao, Netherlands Antilles (the “SNI”);


 


(5)           Stolt-Nielsen
Holdings B.V., a Dutch limited liability company with registered address at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands (the “SNH”);


 


(6)           Stolt-Nielsen
Transportation Group B.V., a Dutch limited liability company with registered
address at Westerlaan 5, 3016 CK Rotterdam, The Netherlands (the “SNTG BV”);


 


in favour of Danish Ship Finance A/S (Danmarks Skibskredit A/S) and DVB
Bank A.G., acting through its London Representative Office (jointly, the “Lender”). Capitalised terms used herein and
not otherwise defined herein shall have the meaning set forth in the Loan
Agreement between Stolt Tankers Finance B.V. (the “Borrower”) and the Lender.


 


WHEREAS:


 


(A)          The
Loan Agreement. In connection with the
implementation of a corporate, organisational and financial restructuring of
the corporate group comprised of Stolt-Nielsen S.A. and its 


 

















 


direct and
indirect subsidiaries, the Borrower and the Lender entered into a USD
39,285,714.26 loan agreement (as may be amended from time to time, the “Loan Agreement”) dated 20 May 2003 for the
purpose of restructuring the financing of the Vessel M/V Stolt Achievement
owned by the Shipowning Company. The Loan Agreement, prior to its amendment by
the Amendment (as defined below), required SNSA and SNTG-LIB to guarantee the
obligations of the Borrower thereunder and each such company entered into a
guarantee for this purpose in favour of the Lender dated 20 May 2003
(collectively, the “Old Guarantees”).


 


(B)           The
Amendment. On 27 July 2005, Amendment No. 1
to the Loan Agreement (the “Amendment”)
was executed by the relevant parties. The Amendment provides, among other
things, that (i) the Margin shall be reduced as of 1 June 2005, (ii) each of
the Guarantors, as joint guarantors (selvskuldnerkautionister),
shall enter into this Guarantee, and (iii) the Parent Companies shall be
permitted to incur debt to unrelated parties subject to the terms set forth
herein and therein.


 


(C)           Corporate
structure. The Borrower and the Shipowning
Company is a 100 per cent owned subsidiary of SNTG BV, which is a 100 per cent
owned subsidiary of SNH, which is a 100 per cent owned subsidiary of SNI, which
is a 100 per cent owned subsidiary SNTG-BER, which is a 100 per cent owned
subsidiary of SNTG-LIB, which is a 100 per cent owned subsidiary of SNSA.


 


(D)          This
Guarantee as a condition precedent to the Amendment.
It is a condition precedent to the effectiveness of the Amendment that each of
the Guarantors executes and delivers this Guarantee.


 


NOW, THEREFORE, in
consideration of the premises and for other valuable consideration, the receipt
and adequacy of which the Guarantors hereby acknowledge, each of the Guarantors
hereby agrees as follows:


 


Each of the Guarantors hereby guarantees, jointly and severally, in
favour of the Lender, as selvskyldnerkautionist
(as such term is defined pursuant to Danish law), the full and punctual payment
and performance when due (whether at the stated maturity, upon acceleration or
otherwise) of all amounts payable by, and all other obligations to be performed
by, the Borrower under the Loan Agreement, whether now due or hereafter
arising. However, for the purpose of this Guarantee only, all obligations of
the Borrower to perform specific obligations (other than the obligation to make
payments) shall by the Lender be converted into an obligation to pay an amount
fixed by the Lender in its sole discretion. Consequently, the obligations of
the Guarantors hereunder shall be limited to the payment of amounts.


 


2

















 


Upon failure by the Borrower to pay any amount as and when the same is
due under the terms of the Loan Agreement, the Guarantors, forthwith on demand,
shall pay the amount which the Borrower failed to pay, in immediately available
funds and without set-off, deduction, withholdings or counterclaim at the place
specified in the Loan Agreement.


 


The obligations of the Guarantors hereunder shall be irrevocable,
unconditional and absolute without regard to:


 


a)         any extensions, renewals, settlements,
compromises, indulgences, waivers or releases in respect of any obligation of
the Borrower or any other party thereto under the Loan Agreement or under any
Securities;


 


b)         any modification or amendment of or supplement to
the Loan Agreement;


 


c)         any release, non-perfection or invalidity of any
direct or indirect security for any obligation of the Borrower or any other
party thereto under the Loan Agreement;


 


d)         any change in the corporate existence, structure
or ownership of, or any insolvency, bankruptcy, reorganisation or other similar
proceedings affecting the Borrower, any of the Guarantors or any other party to
the Loan Agreement or any of their respective assets; or


 


e)         any invalidity or unenforceability (for any reason
relating to or against the Borrower or any other party thereto), of the Loan
Agreement or any provision of applicable law or regulation purporting to
prohibit the payment by the Borrower or to reduce or otherwise limit the
obligation of the Borrower under the Loan Agreement or the Securities.


 


The Guarantors’ obligations hereunder shall remain in full force and
effect until the amounts payable by the Borrower under the Loan Agreement have
been paid in full and all obligations of the Borrower thereunder have been
performed in full. If, at any time, any amount paid by the Borrower under the
Loan Agreement is rescinded or must otherwise be restored or returned upon the
insolvency, bankruptcy or reorganisation of the Borrower or otherwise, the
Guarantors’ obligations hereunder with respect to such payment shall be
reinstated at such time as though such payment had not been made.


 


In the event of the Borrower’s default under the Loan Agreement, the
Guarantors shall promptly remedy such default.


 


The Guarantors waive any right they may have of first requiring the
Lender to proceed against or enforce any security of, or claim payment from,
the Borrower or any other person.


 


3

















 


Each of the Guarantors confirms that its rights of subrogation and
rights to proceed against the Borrower (including without limitation the right
to initiate legal proceedings against the Borrower and the right to claim
dividends from the Borrower’s estate), the Shipowning Company or any of the
other Guarantors, the Securities and any securities established by the Borrower
in our favour are subordinated to the Lender’s rights against the Borrower and
under the Securities. Each of the Guarantors agrees that it shall not exercise
any such right unless either the Indebtedness has been paid in full or the
Lender’s prior written approval (which may be given or withheld at the Lender’s
discretion) is obtained.


 


Each of the Guarantors confirms that it holds free and unencumbered
title to the shares in its direct subsidiary, as set forth in Whereas paragraph
(C) and agrees and undertakes that it will not, without first having obtained
the Lender’s prior written approval (which may be given or withheld at the
Lender’s discretion), sell any of such shares or grant or allow a third party
to obtain a security interest therein, or make or permit to be made any other changes
to the structure of the Stolt-Nielsen group as described in paragraph (C). Each
of the Guarantors is aware of the guarantee of the Indebtedness provided by the
Shipowning Company and of the undertakings, as amended, given by SNTG-BER, SNI,
SNH and SNTG BV as contemplated by Schedule 6 to the Loan Agreement and by the
Amendment. Each of the Guarantors undertakes to perform its rights and duties
as a holding company and shareholder with a view to enabling each of the other
Guarantors, the Borrower, and the Shipowning Company to comply with their
guarantees and undertakings set forth in the Loan Agreement and the Securities,
as amended.


 


This Guarantee is not assignable except, in whole or part, to any bank
or financial institution which takes a participation in the Loan.


 


This Guarantee shall be governed by and construed according to Danish
law.


 


Any dispute hereunder shall be settled by the Maritime and Commercial
Court in Copenhagen, Denmark, with right of appeal to the Danish Supreme Court.
This shall, however, not limit the right of the Lender to initiate proceedings
against any of the Guarantors or any of their respective assets in any other
competent jurisdiction.


 


4

















 


The obligations of SNSA and SNTG-LIB under this Guarantee are a
continuation without interruption of their respective obligations under the Old
Guarantees.


 


Signed, sealed, delivered and executed as a deed:


 


	
  Stolt-Nielsen S.A.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  



 


 


	
  Stolt-Nielsen Transportation Group Ltd.,
  Liberia

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity: 

  	
  Attorney-in-fact

  	
   

  	
   

  



 


 


SIGNED as a DEED on behalf of


STOLT-NIELSEN TRANSPORTATION GROUP LTD


by John E. Greenwood being a person who is


acting under power of attorney granted by that company




 


	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  
					



 


 


	
  Stolt-Nielsen Investments N.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
					



 


5

















 


	
  Stolt-Nielsen Holdings B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
					



 


 


	
  Stolt-Nielsen Transportation Group B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
					



 


For the purpose of Article 1 of the Protocol to the Brussels Convention
of 1968 on inter alia the enforceability of foreign court awards, Stolt-Nielsen
S.A. expressly and specifically accepts the jurisdiction clause contained in
the last paragraph of the Guarantee.


 


	
  Stolt-Nielsen S.A.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  



 


6

















 





 


AMENDMENT NO. 1 TO UNDERTAKINGS

BY INTEMEDIARY SN-COMPANIES


 


Made in connection with the USD 39,285,714.26


 


	
  BETWEEN STOLT TANKERS FINANCE B.V.

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
  AND

  	
  Danish Ship Finance A/S

  
	
   

  	
  (Danmarks Skibskredit A/S)

  
	
   

  	
  and

  
	
   

  	
  DVB Bank A.G.

  
	
   

  	
  as Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “M/V Stolt Achievement”

  
	
   

  	
  DSF-Loan No. 4153

  
	
   

  	
   

  
	
  Dated 27 July 2005

  



 


 


COPENHAGEN ÅRHUS LONDON BRUSSELS


KROMANN REUMERT, LAW FIRM


5 SUNDKROGSGADE, DK-2100 COPENHAGEN Ø,
DENMARK, TEL. +45 70 12 12 11, FAX +45 70 12 13 11


 

















 


CONTENTS


 


	
  1.

  	
  BACKGROUND

  	
  1

  
	
  2.

  	
  AMENDMENTS TO THE UNDERTAKING

  	
  2

  
	
  3.

  	
  OTHER PROVISIONS REMAIN EFFECTIVE

  	
  2

  
	
  4.

  	
  EFFECTIVE DATE

  	
  2

  
	
  5.

  	
  LAW AND JURISDICTION

  	
  3

  



 

















 


AMENDMENT NO. 1 TO UNDERTAKINGS BY INTERMEDIARY SN-COMPANIES


 


This Amendment No. 1 to the Undertakings by Intermediary SN-Companies
(the “Amendment “) is made on 27
July 2005 between:


 


(1)                 Stolt-Nielsen
Transportation Group Ltd., Bermuda, a Bermuda exempt limited liability company
with registered address at Clarendon House, 2 Church Street, Hamilton HM11
Bermuda (the “SNTG-BER”);


 


(2)                 Stolt-Nielsen
Investments N.V., a Netherlands Antilles limited liability company with
registered address at De Ruyterkade, Curacao, Netherlands Antilles (the “SNI”);


 


(3)                 Stolt-Nielsen
Holdings B.V., a Dutch limited liability company with registered address at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands (the “SNH”);


 


(4)                 Stolt-Nielsen
Transportation Group B.V., a Dutch limited liability company with registered
address at Westerlaan 5, 3016 CK Rotterdam, The Netherlands (the “SNTG BV”); and


 


(5)                 Danish
Ship Finance A/S (Danmarks Skibskredit A/S), with address at Sankt Annæ Plads
3, 1250 Copenhagen, K, Denmark and DVB Bank A.G., acting through its London
Office, with address at 80 Cheapside, London EC2V 6EE, UK (together, the “Lender”).


 


1.                  BACKGROUND


 


1.1                The
Loan Agreement and the Undertaking. In
connection with the implementation of a corporate, organisational and financial
restructuring of the corporate group comprised of Stolt-Nielsen S.A. and its
direct and indirect subsidiaries, Stolt Tankers Finance B.V. (the “Borrower”) and the Lender entered into a
USD 39,285,714.26 loan agreement (as may be amended from time to time, the “Loan Agreement”) dated 20 May 2003 for the
purpose of restructuring the financing of the Vessel M/V Stolt Achievement
owned by the Shipowning Company. In connection with the Loan Agreement, the parties


 


1

















 


hereto
executed a document entitled Undertakings by
intermediary SN-companies (the “Undertaking”).


 


1.2                Loan
Agreement Amendment and this Amendment. On the
date hereof the Loan Agreement is being amended by way of the execution of
Amendment No. 1 thereto (the “Loan Agreement
Amendment”). It is a condition precedent to the effectiveness of the
amendments to the Loan Agreement set forth in Amendment No. 1 thereto that the
parties to the Undertaking enter into this Amendment.


 


2.                  AMENDMENTS
TO THE UNDERTAKING


 


2.1                Paragraph
3 (Confirmation of terms of Loan Agreement,
no implication of guarantee of Borrower’s obligations under the Loan Agreement).
In view of the fact that pursuant to the Loan Agreement Amendment, each of
SNTG-BER, SNI, SNH and SNTG BV is required to guarantee the obligations of the
Borrower under the Loan Agreement, the proviso at the end of paragraph 3 shall
be deleted.


 


2.2                Paragraph
4(c) (Undertaking not to incur, secure or guarantee any extra-group
Consolidated Debt). In view of the fact that pursuant
to the Loan Agreement Amendment, SNTG-BER, SNI, SNH and SNTG BV are no longer
restricted from incurring debt which is either subordinated to or ranks
pari-passu with the Indebtedness, Paragraph 4(c) of the Undertaking is amended
to read in its entirety as follows:


 


“c)          it has neither incurred, secured or guaranteed and will not
incur, secure or guarantee, any Consolidated Debt except for debt between any
members of the Stolt-Nielsen S.A. group of companies and debt which is either
subordinated to or ranks pari-passu with the Indebtedness.”


 


3.                  OTHER
PROVISIONS REMAIN EFFECTIVE


 


3.1                Except
as specifically set forth in Clause 2 of this Amendment, the Undertaking shall
remain valid and effective in accordance with its terms.


 


4.                  EFFECTIVE
DATE


 


4.1                This
Amendment shall become valid and effective on the date on which the Loan Agreement
Amendment becomes valid and effective.


 


2

















 


5.                  LAW AND
JURISDICTION


 


5.1                Law.
This Amendment shall be governed by Danish law and any dispute arising
hereunder shall be settled by the Maritime and Commercial Court in Copenhagen (Sø- og Handelsretten i København) with
right of appeal to the Danish Supreme Court.


 


The Parties have entered into this Amendment on the date set forth in
the beginning of this Amendment.


 


	
  Stolt-Nielsen Transportation Group Ltd.,
  Bermuda:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stolt-Nielsen Investments N.V.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stolt-Nielsen Holdings B.V.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stolt-Nielsen Transportation Group B.V.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  John E. Greenwood

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  



 


3

















 


As Lender:


 


Danish Ship Finance A/S


(Danmarks Skibskredit A/S):


 


 


	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Erik I. Lassen

  	
   

  	
  Morten Snede Larsen

  
	
  Capacity:

  	
  S.V.P.

  	
   

  	
  A.V.P.

  



 


	
  DVB Bank A.G., acting through its London
  Representative Office:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Christian Hennings

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  



 


4