Exhibit 4.13


 





 


LOAN AGREEMENT


 


USD 225,779,737.18 Existing Financing and USD 100,000,000

New Financing Top Up Term Loan 


 


 


	
  BETWEEN

  	
  Stolt Tankers Finance B.V.

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
  AND

  	
  Danish Ship Finance A/S (Danmarks Skibskredit A/S)

  
	
   

  	
  as Lender

  



 


 


Dated: 27 October 2005


 


“Stolt Fleet Loan”


 


DSF-Loan No. 4126


 


 


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 CONSTRUCTION

  	
  3

  
	
  3.

  	
  THE ADVANCE

  	
  13

  
	
  4.

  	
  CONDITIONS PRECEDENT

  	
  14

  
	
  5.

  	
  DRAWDOWN AND EXISTING FINANCING

  	
  15

  
	
  6.

  	
  REPAYMENT

  	
  17

  
	
  7.

  	
  PREPAYMENT

  	
  17

  
	
  8.

  	
  INTEREST AND INTEREST PERIODS

  	
  20

  
	
  9.

  	
  FEES AND COSTS

  	
  24

  
	
  10.

  	
  TAXES

  	
  25

  
	
  11.

  	
  INCREASED COSTS AND ILLEGALITY

  	
  26

  
	
  12.

  	
  SECURITY

  	
  26

  
	
  13.

  	
  NEGATIVE PLEDGE

  	
  27

  
	
  14.

  	
  INSURANCE

  	
  27

  
	
  15.

  	
  PAYMENTS AND CALCULATIONS

  	
  29

  
	
  16.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  30

  
	
  17.

  	
  ADDITIONAL UNDERTAKINGS

  	
  33

  
	
  18.

  	
  EVENTS OF DEFAULT

  	
  38

  
	
  19.

  	
  INDEMNITY

  	
  42

  
	
  20.

  	
  ASSIGNMENT

  	
  42

  
	
  21.

  	
  POWER OF ATTORNEY

  	
  43

  
	
  22.

  	
  MISCELLANEOUS

  	
  44

  
	
  23.

  	
  LAW AND JURISDICTION

  	
  44

  
	
  24.

  	
  COMMUNICATIONS

  	
  45

  



 


i

















 


	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1:

  	
  List of parties and addresses for notices

  	
   

  
	
  Schedule 2:

  	
  Form of Drawdown Notice

  	
   

  
	
  Schedule 3:

  	
  Conditions Precedent

  	
   

  
	
  Schedule 4:

  	
  Form of Release Letter

  	
   

  
	
  Schedule 5:

  	
  Form of
  Compliance Certificate

  	
   

  
	
  Schedule 6:

  	
  Repayment Schedules

  	
   

  
	
  Schedule 7:

  	
  Form of Parent Companies Guarantee

  	
   

  
	
  Schedule 8:

  	
  Form of Continuing Shipowning Companies Guarantee

  	
   

  
	
  Schedule 9:

  	
  Form of Intermediate Companies Undertaking

  	
   

  
	
  Schedule 10:

  	
  Form of Insurances Assignment

  	
   

  
	
  Schedule 11:

  	
  From of Earnings Assignment

  	
   

  
	
  Schedule 12:

  	
  Form of Mortgage and Deed of Covenants

  	
   

  
	
  Schedule 13:

  	
  Form of
  Interest Fixing Agreement

  	
   

  
	
  Schedule 14:

  	
  List of approved shipbrokers

  	
   

  
	
  Schedule 15:

  	
  Corporate structure chart for the SNSA Group

  	
   

  



 


ii

















 


LOAN AGREEMENT


 


 


This loan agreement is made on 27 October 2005 between:


 


(1)                                                   Stolt Tankers Finance B.V., a Dutch limited
liability company with registered office in Schiedam, The Netherlands and with
offices at Westerlaan 5, 3016 CK, Rotterdam, The Netherlands and with company
registration number 24337613 (the “Borrower”);


 


(2)                                                   Each of the Guarantors (as defined below)
as listed on the signature pages hereto; and


 


(3)                                                   Danish Ship Finance A/S (Danmarks
Skibskredit A/S), Sankt Annæ Plads 3, DK-1250 Copenhagen K, Denmark (the “Lender”).


 


1.                                                       BACKGROUND


 


1.1                                                 The
existing financing.


 


(i)                                   The Existing Loan Agreement. In connection with the
implementation of a corporate, organisational and financial restructuring of
the SNSA Group, the Borrower and the Lender entered into a USD 318,989,791.10
plus DKK 196,931,797.75 loan agreement dated 20 November 2002, amended by
Addendum No. 1 thereto dated in July 2003 and Addendum No. 2
thereto dated 27 July 2005 (as so amended, the “Existing Loan Agreement”),
pursuant to which the Lender has assisted the Borrower to finance/refinance 14
vessels each of which is owned by a separate shipowning company. The 14 vessels
covered by the Existing Loan Agreement are comprised of the seven Continuing
Vessels and the seven Released Vessels.


 


(ii)                                The Existing Guarantees. The Borrower’s obligations under
the Existing Loan Agreement are guaranteed by each of the Parent Companies, as
joint and several guarantors, pursuant to a guarantee dated 29 July 2005
(the “Existing Parent Companies’ Guarantee”) and by each of the shipowning
companies owning one of the 14 vessels financed under the Existing Loan Agreement
pursuant to guarantees dated 20 November 2002 (the “Existing Shipowning
Companies Guarantees”).


 


1

















 


(iii)                             The Existing Intermediate Companies’ Undertaking. Each of
the Intermediate Companies are parties to an undertaking dated 20 November 2002,
as amended by Amendment No. 1 thereto dated 27 July 2005 (as so
amended, the “Existing Intermediate Companies Undertaking”) pursuant to which
it has made certain undertakings in connection with the Existing Loan Agreement
in favour of the Lender.


 


(iv)                            Existing Tranches. The financing under the Existing
Loan Agreement in respect of the seven Continuing Vessels is divided into seven
tranches. Pursuant to this Agreement, as from the Drawdown Date, the tranche of
the financing under the Existing Loan Agreement attributed to the vessel M/S
Stolt Perseverance (the “Perseverance Tranche”) will be added to each of the
seven tranches already allocated to the seven Continuing Vessels pro-rata in
accordance with the relevant Continuing Vessel’s Proportion. For purposes of
this Agreement, the term “Existing Tranche” means, in respect of each
Continuing Vessel, the sum of (i) the outstanding amount allocated to such
Continuing Vessel under the Existing Loan Agreement, and (ii) the relevant
Continuing Vessel’s Proportion of the Perseverance Tranche (as such Existing
Tranche may be repaid from time to time). The outstanding amounts of the
Existing Tranches (including the allocated portion of the Perseverance Tranche
as of the date of this Agreement is as shown in the table below:


 


	
  Continuing Vessel

  	
   

  	
  Existing Tranche (including allocated

  amount of the Perseverance Tranche

  / Principal amount outstanding as of

  the date of this Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Concept

  	
   

  	
  USD

  	
  40,547,161.06

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Confidence

  	
   

  	
  USD

  	
  24,752,386.39

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Creativity

  	
   

  	
  USD

  	
  26,906,277.07

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Efficiency

  	
   

  	
  USD

  	
  41,396,898.32

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Effort

  	
   

  	
  USD

  	
  43,548,589.60

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Innovation

  	
   

  	
  USD

  	
  23,667,486.07

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Inspiration

  	
   

  	
  USD

  	
  24,960,938.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  USD

  	
  225,779,737.18

  	
   

  



 


1.2                                                 This
Agreement. Subject to the terms and conditions of this Agreement,
the Borrower and the Lender have agreed, among other things as follows:


 


2

















 


(i)                                     Transfer of Existing Tranches to this Agreement: As from
the Drawdown Date, the Existing Tranches shall be subject to the terms and
conditions of this Agreement and shall no longer be subject to the Existing
Loan Agreement;


 


(ii)                                  New Financing: The Lender will provide to the
Borrower a USD 100,000,000 top up term loan for general corporate purposes; and


 


(iii)                               Released Vessels: Upon (a) the full repayment of all
amounts outstanding under the Existing Loan Agreement in respect of the
Released Vessels (other than the Perseverance Tranche), and (b) the
transfer of the Existing Tranches to this Agreement as contemplated in
sub-clause (i) above, all of the security encumbering the Released Vessels
shall be released.


 


2.                                                       DEFINITIONS AND CONSTRUCTION


 


2.1                                                 Definitions. In this
Agreement the following expressions have the meanings attributed to them below
unless the context otherwise requires:


 


“Advance” means the advance in the amount of USD
100,000,000 to be made by the Lender to the Borrower on the Drawdown Date.


 


“Agreement” means this Agreement as it may be
amended from time to time including its Schedules and the Security Documents.


 


“Availability Period” means the period
commencing on the date on which all of the conditions precedent to the disbursement
of the Advance hereunder are satisfied and ending on 15 November 2005.


 


“Banking Day” means a day, other than a
Saturday or a Sunday, on which banks and foreign exchange markets are open for
the transaction of business in New York, London and Copenhagen and, in respect
of the CIRR Tranche, only, any day on which banks and foreign exchange markets
are open for the transaction of business in New York and Copenhagen.


 


“CIRR” means the rate per annum advised by the
Lender to the Borrower to be the USD Commercial Interest Reference Rate as
published on or about the fifteenth day of every month by the Danish Agency for
the Development of Trade and Industry (Erhvervsfremme
Styrelsen) for the relevant maturity.


 


3

















 


“CIRR Tranche” means the Existing Tranche allocated
to the Vessel M/S Stolt Efficiency.


 


“Compliance Certificate” means a
certificate of SNSA to be provided to the Lender pursuant to Clauses 17.1.1(i) and
17.1.1(ii) in the form set forth in Schedule 5.


 


“Consolidated Debt” means for
the SNSA Group (on a consolidated basis, without duplication and measured on a
quarterly basis) at any time, the aggregate value of:


 


(i)                                      moneys
borrowed, plus


 


(ii)                                notes
payable (whether promissory notes or otherwise), plus


 


(iii)                             amounts
raised by acceptance under any acceptance credit facility, plus


 


(iv)                            amounts
raised pursuant to any note purchase facility or the issue of bonds, notes,
debentures or similar instruments, plus


 


(v)                               the amount
of any liability in respect of lease or hire purchase obligations which, according
to US GAAP, would be treated as finance or capital leases, plus


 


(vi)                            all
contingent liabilities, including guarantee obligations, related to debt and
capital lease obligations of third parties which, according to US GAAP, are
considered probable and estimable, plus


 


(vii)                         subordinated
debt, less


 


(viii)                      the amount
of that part of any financial indebtedness for which there is a blocked or
restricted Cash deposit which will repay such part of such financial indebtedness.


 


“Consolidated
Interest Expense” means, for the SNSA Group (on a consolidated
basis) for the most recent four fiscal quarters of SNSA for which financial
statements have been prepared, interest expense (including the interest
component of any capital lease obligations) on all Consolidated Debt, determined
in accordance with US GAAP.


 


“Consolidated
EBITDA” means, for the SNSA Group (on a consolidated basis) the
aggregate value of (i) net income (or net loss), (ii) Consolidated
Interest Expense, (iii) provisions for income taxes, (iv) depreciation,
amortisation and other non-cash charges deducted in arriving at such net income
(or net loss), at any time during the Loan Period


 


4

















 


as determined in accordance with US GAAP for the
most recent four fiscal quarters of SNSA for which financial statements have
been prepared, calculated on a pro forma historical basis to include acquisitions.


 


“Consolidated
Tangible Net Worth” means, for the SNSA Group (on a consolidated
basis) at the end of the most recent quarter for which financial statements
have been prepared, (a) the sum, to the extent shown on SNSA’s
consolidated balance sheet, of (i) the amount of issued and outstanding
share capital, less the cost of treasury shares of SNSA, plus (ii) the
amount of surplus and retained earnings, less (b) intangible assets as
determined in accordance with US GAAP.


 


“Continuing Shipowning Companies” means each of
seven limited liability companies, duly incorporated and validly existing under
Dutch law, each owning one Continuing Vessel and each being 100 per cent owned
by the Borrower.


 


“Continuing Shipowning Companies Guarantee” means
the unlimited, unconditional and irrevocable guarantee issued by the Continuing
Shipowning Companies on a joint and several basis (and jointly and severally
with the Parent Companies Guarantee) in respect of the Borrower’s obligations
under this Agreement in the form of such guarantee attached to this Agreement
as Schedule 8.


 


“Continuing Vessels” means each of:


 


(i)                                      M/S Stolt Concept;


(ii)                                   M/S Stolt Confidence;


(iii)                                M/S Stolt Creativity;


(iv)                               M/S Stolt Efficiency;


(v)                                  M/S Stolt Effort;


(vi)                               M/S Stolt Innovation;


(vii)                            M/S Stolt Inspiration; and


(viii)                         any vessel which may replace any of the
above vessels or itself be replaced as contemplated in Clause 7.2(b).


 


“Deeds of Release” means the deeds of release
appearing on each of the deeds of mortgage presently encumbering the Released
Vessels and the Continuing Vessels in favour of the Lenders pursuant to which
such deeds of mortgage shall be released as contemplated in Clause 5.5(ii) and
5.5(iii).


 


5

















 


“Default Interest” means the Interest required to be
paid by the Borrower in accordance with the provisions of Clause 8.12.


 


“DKK” means Danish Kroner, the lawful currency of
the Kingdom of Denmark.


 


“Drawdown Date” means the Banking Day on which the
Borrower has requested that the Advance be disbursed or, as the context
requires, the date on which the Advance is actually disbursed.


 


“Drawdown Notice” means the written notice
given by the Borrower pursuant to Clause 5.1 in the form set forth in Schedule 2;


 


“DSF” means Danish Ship Finance A/S (Danmarks
Skibskredit A/S), a Danish limited liability company, duly established and
validly existing pursuant to Danish legislation.


 


“Earnings” means all earnings and monies due and to
become due to any of the Continuing Shipowning Companies arising out of any and
all present and future charter-parties, including, without limitation, bareboat
charterparties, bills of lading, contracts of affreightment, requisition or
activities of any of the Continuing Vessels, including all claims for money,
loss or damages arising out of the present or future use, chartering, operation
or management of any of the Continuing Vessels.


 


“Earnings Assignment” means the general assignment
of Earnings required to be entered into by each of the Continuing Shipowning
Companies in favour of the Lender in the form of such assignment set forth in Schedule 11.


 


“Event of Default” means any of the events listed in
Clause 18 of this Agreement.


 


“Existing Intermediate Companies’ Undertaking” has
the meaning ascribed to it in Clause 1.1(iii).


 


“Existing Loan Agreement” has the meaning ascribed
to it in Clause 1.1(i).


 


“Existing Parent Companies’ Guarantee” has the
meaning ascribed to it in Clause 1.1(ii).


 


“Existing Shipowning Companies Guarantee” has the
meaning ascribed to it in Clause 1.1(ii).


 


6

















 


“Existing Tranche” has the meaning ascribed to it in
Clause 1.1(iv).


 


“Guarantor” means each of the Parent Companies and
the Continuing Shipowning Companies, in its capacity as guarantor of the
obligations of the Borrower hereunder pursuant to the terms of the Parent
Companies Guarantee or the Shipowning Companies Guarantee, as the case may be.


 


“Indebtedness” means the outstanding Tranches, as
determined by the Lender, together with all Interest, Default Interest,
Interest Breakage Costs, and other sums, costs and indemnities payable by the
Borrower to the Lender under this Agreement.


 


“Insurances Assignment” means the assignment of the
insurances covering each of the Continuing Vessels required to be entered into
by each of the Continuing Shipowning Companies in the form of such assignment
set forth in Schedule 10.


 


“Interest” has the meaning ascribed to it in Clause
8;


 


“Interest Breakage Costs” means an amount to be
calculated from time to time by the Lender as:


 


(i)                                   for Tranches (other than the CIRR Tranche) with an
Interest Period not exceeding 6 months, the loss or gain of breaking any
remaining part of the current Interest Period;


 


(ii)                                for Tranches (other than the CIRR Tranche) with an
Interest Period exceeding 6 months, the loss or gain calculated on the basis of
a conversion of all remaining (i.e.
for the period during which interest has been fixed) interest payments (less
the Margin) to 6 months USD LIBOR minus 0.125 per cent (on the date of
prepayment), the market rate then prevailing for the remaining part of the
Loan, as determined by the Lender, shall be used as discounting rate; and


 


(iii)                             for the CIRR Tranche, the difference between the
outstanding principal amount of the relevant CIRR Tranche and the market value
of the CIRR Tranche, which market value shall be calculated by the Lender as
the net present value of the aggregate of (i) all outstanding instalments
at the time of (p)repayment and (ii) all Interest that would have been
payable thereon, using as the discount rate the CIRR applicable at the date of
(p)repayment for a period equal to the remaining maturity of the Loan at the
time of (p)repayment (or in case of a part prepayment, an amount equal to the
proportional part of the above aggregate


 


7

















 


amount); provided, however, that, if at the time of
prepayment the fixing of the CIRR has been abandoned, the discount rate shall
be the rate of interest per annum determined by the Danish Central Bank (Danmarks Nationalbank) to be the replacement
for CIRR for the relevant maturity.


 


“Interest Payment Date” means:


 


(i)                                   for all Tranches (other than the Exiting Tranches
(including the CIRR Tranche) and the Perseverance Amounts thereof), only as
long as the Interest Rate has been fixed for a period ending on a day which is
before the final Repayment Date of the relevant Tranche and subject to Clause
8.10, the last day of the relevant Interest Period and, in respect of any
Interest Period of a duration of more than six months, the last Banking Day of
every six month period during such Interest Period and the last day of such
Interest Period; and


 


(ii)                                for the Existing Tranches (including the CIRR
Tranche) and for the Perseverance Amounts thereof, the dates set forth in
respect of such Tranches and the Perseverance Amounts in the table in Clause
8.6(a).


 


“Interest Period” means each of the
successive periods determined in accordance with Clause 8.6 into which the
period for which a Tranche or any part thereof is outstanding is divided for
the purpose of determining Interest.


 


“Intermediate Companies” means SNTG-BER, SNI, SNH
and SNTG BV.


 


“Intermediate Companies’ Undertaking” means the
undertaking to be entered into by each of the Intermediate Companies in the
form of such undertaking set forth in Schedule 9.


 


“Lender” means DSF and any other bank or financial
institution to whom any part of the Loans is owed (by means of syndication,
succession, assignment or otherwise).


 


“LIBOR” means, in relation to any Tranche
denominated in USD:


 


(a)                                    the applicable Screen Rate; or


 


(b)                                  (if no Screen Rate is available for the
Interest Period of that Tranche) the arithmetic mean of the rates (rounded
upwards to four decimal places) as supplied


 


8

















 


to the Lender at its request quoted
by the leading banks in the London interbank market,


 


at 11.00am on the date for fixing of the Interest Rate for
any Tranche, for the offering of deposits in USD and for a period comparable to
the Interest Period for that Tranche.


 


“Loan Account” means the accounts in the Lender’s
books and records relating to this Agreement.


 


“Loan Period” means the period commencing on the
Drawdown Date and ending on the date on which all of the Indebtedness is full
and finally repaid.


 


“Margin” means:


 


(i)                                   in respect of each Existing Tranche (but
not the Perseverance Amount thereof), 0.05% p.a. (zero point zero five per cent
per annum),


 


(ii)                                in respect of the Perseverance Tranche,
0.80% p.a. (zero point eight zero per cent per annum), and


 


(iii)                             in respect of each New Tranche, 0.72%
p.a. (zero point seven two per cent per annum);


 


in each case to be calculated by
the Lender with respect to the relevant Tranche or portion thereof and paid by
the Borrower.


 


“Market Disruption” means that


 


(a)                                   objective means for fixing LIBOR among prime banks
no longer exist; or


 


(b)                                  the Lender’s cost of obtaining matching deposits in
the interbank market would exceed LIBOR.


 


“Mortgage” means the first priority ship mortgage(s)
over all 64/64th shares in each of the Continuing Vessels registered with the
Cayman Islands Ship Registry and the related Deed(s) of Covenants which
Mortgage and Deed of Covenants shall be in the form of Mortgage and Deed of
Covenants attached hereto as Schedule 12 and which shall secure an
amount at least equal to the full amount of the Indebtedness.


 


“New Tranche” means, in respect of each of the
Continuing Vessels, such Continuing Vessel’s Proportion of the Advance to be
attributed to it on the Drawdown Date as


 


9

















 


shown in the table set forth below, or, as the case may be,
the outstanding principal amount of such Tranche from time to time:


 


	
  Continuing Vessel

  	
   

  	
  New Tranche

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Concept

  	
   

  	
  USD

  	
  15,186,547.56

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Confidence

  	
   

  	
  USD

  	
  13,504,992.12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Creativity

  	
   

  	
  USD

  	
  14,030,478.19

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Efficiency

  	
   

  	
  USD

  	
  14,555,964.27

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Effort

  	
   

  	
  USD

  	
  15,186,547.56

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Innovation

  	
   

  	
  USD

  	
  13,504,992.12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  M/S Stolt Inspiration

  	
   

  	
  USD

  	
  14,030,478.19

  	
   

  



 


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


 


“Parent Companies Guarantee” means the unlimited,
unconditional and irrevocable guarantee issued by the Parent Companies on a
joint and several basis (and jointly and severally with the Continuing
Shipowning Companies Guarantee) in respect of the Borrower’s obligations under
this Agreement in the form of such guarantee attached to this Agreement as Schedule 7.


 


“Perseverance Amount” means, in respect of each
Existing Tranche, the amount thereof comprised of the portion of the
Perseverance Tranche allocated to such Existing Tranche as described in Clause
1.1(iv).


 


“Perseverance Tranche” shall have the meaning
ascribed thereto in Clause 1.1(iv).


 


“Potential Event of Default “ means any event which,
with the giving of notice, passage of time, determination of materiality or
satisfaction of other conditions, could become an Event of Default.


 


“Proportion” means, in respect of each of the
Continuing Vessels, the proportion between such Vessel’s Vessel Value and the
aggregate Vessel Values of all of the Continuing Vessels determined in
connection with the signing of this Agreement.


 


“Release Letter” means (i) the letter
substantially in the form of letter attached hereto as Schedule 4a
pursuant to which the security presently encumbering the Released Vessels


 


10

















 


in favour of the Lenders is released as contemplated in
Clause 5.5(ii) or (ii) the letter substantially in the form of letter
attached hereto as Schedule 4b pursuant to which the mortgages and
assignments of insurances presently encumbering the Continuing Vessels in
favour of the Lenders is released as contemplated in Clause 5.5(iii).


 


“Released Vessels” means each of:


 


(i)                                      M/S Stolt Dipper;


(ii)                                   M/S Stolt Guillemot;


(iii)                                M/S Stolt Kite;


(iv)                               M/S Stolt Kittiwake;


(v)                                  M/S Stolt Perseverance;


(vi)                               M/S Stolt Petrel; and


(vii)                            M/S Stolt Tern.


 


“Repayment Date” means each date on which a portion
of any Tranche is required to be repaid as set forth in the repayment schedule for
each Continuing Vessel attached to this Agreement as Schedule 6.


 


“Screen Rate” means the British Bankers Association
Interest Settlement Rate for the relevant currency and period and displayed on
the appropriate page of the Telerate, Reuters or Bloomberg screen or such
other screen as is customarily used for that purpose for Dollars.


 


“Security Documents” means the Parent Companies
Guarantee, each of the Continuing Shipowning Companies’ Guarantees, the
Intermediate Companies’ Undertaking, the Mortgage(s) and Deed(s) of Covenant,
the Insurances Assignment, the Earnings Assignment and each other document from
time to time creating security for any of the obligations and liabilities of
the Borrower under this Agreement.


 


“SNH” means Stolt-Nielsen Holdings B.V., a limited
liability company, duly incorporated and validly existing under Dutch law,
being 100 per cent owned by SNI and itself owning the entire share capital of
SNTG BV.


 


“SNI” means Stolt-Nielsen Investments N.V., a limited
liability company, duly incorporated and validly existing under Netherlands
Antilles law, being 100 per cent owned by SNTG-BER, and itself owning the
entire share capital of SNH.


 


11

















 


“SNSA” means Stolt Nielsen S.A., a company duly
incorporated and existing under the laws of the Grand Duchy of Luxembourg,
owning the entire share capital of SNTG-LIB.


 


“SNSA Group “ means SNSA and each of its direct or
indirect Subsidiaries.


 


“SNTG BV” means Stolt-Nielsen Transportation Group
B.V., a limited liability company duly incorporated and validly existing under
Dutch law, being 100 per cent owned by SNH and itself owning the entire share
capital of the Borrower.


 


“SNTG-BER” means Stolt-Nielsen Transportation Group
Ltd., an exempted limited liability company duly incorporated and existing
under the laws of Bermuda, being 100 per cent owned by SNTG-LIB, and itself
owning the entire share capital of SNI.


 


“SNTG-LIB” means Stolt-Nielsen Transportation Group
Ltd., a company duly incorporated and existing under the laws of the Republic
of Liberia, being 100 per cent owned by SNSA and itself owning the entire share
capital of SNTG-BER.


 


“Subsidiary” means a company in which a
person from time to time directly or indirectly:


 


(a)                                   holds or controls the majority of the shares or the
voting rights;


 


(b)                                  has the right to appoint or remove the majority of
the board of directors or, the management board; or


 


(c)                                   has the right to exercise a dominant influence on
the basis of the articles of association, an agreement or otherwise.


 


“Total Loss” means in relation to a Vessel:


 


(i)                              the actual, agreed, constructive, compromised or
arranged total loss of the Vessel;


 


(ii)                           the abandonment or condemnation of the Vessel;


 


(iii)                        the requisition for title or other compulsory
acquisition, requisition, appropriation, expropriation, deprivation, forfeiture
or confiscation for any reason of the Vessel by any government entity or other
competent authority, whether de jure or de facto other than for hire; or


 


12

















 


(iv)                       hijacking, theft, condemnation, capture, detention,
confiscation or other incidents provided any such incident is adequately
covered by the insurances taken out for the Vessel.


 


“Tranche” means each Existing Tranche and each New
Tranche.


 


“USD” means United States Dollar, the lawful
currency of the United States of America.


 


“US GAAP” means the generally accepted accounting
principles in the United States of America, from time to time in effect.


 


“Vessel Value” means, in respect of a Continuing
Vessel, the fair market value of the Vessel determined at any such time as the
Lender may select, however, if no Event of Default has occurred and is
continuing only twice annually, as the average of the valuations provided by
two independent sale and purchase shipbrokers appointed by the Lender from
among the shipbrokers listed on Schedule 14, such valuations to be
made with or without physical inspection of the Vessel (as the Lender may
reasonably require), on the basis of a sale for prompt delivery for cash at arm’s
length on normal commercial terms as between a willing seller and a willing
buyer and on an “as is where is” basis free of any existing charter or other
contract of employment, for use in the parcel tanker trade. One appraisal per
year shall be paid for by the Borrower.


 


“Vessel Value to Loan Ratio” means the ratio of (i) the
aggregate Vessel Values of all of the Continuing Vessels to (ii) the
aggregate outstanding Indebtedness (including, without limitation, principal,
Interest, Default Interest, Interest Breakage Costs and fees) under this Agreement.


 


2.2                                                 Construction. Clause
headings are for ease of reference only. Words in the singular number include
the plural and vice versa. References to Clauses and Schedules are references,
respectively, to the Clauses and Schedules of this Agreement. References to any
document include such document’s schedules and related security documents, if
any, and are to such document, it schedules and security documents, as amended
from time to time.


 


3.                                                       THE ADVANCE


 


3.1                                                 Commitment;
Availability Period. Subject to the terms and
conditions of this Agreement, the Lender agrees to make the Advance available
to the Borrower during the


 


13

















 


Availability Period. If
Notice of Drawdown has not been given within such time as to require funding of
the Advance on or before the last Banking Day of the Availability Period, the
Lender’s commitment to make the Advance available shall automatically be cancelled.


 


3.2                                                 Purpose. The
Advance shall be applied by the Borrower for general corporate purposes.


 


3.3                                                 No
liability for the Finance Parties. The Lender shall not
be required to monitor or verify the application of any amount borrowed
pursuant to this Agreement and the Lender shall have any liability for the use
of any amount borrowed pursuant to this Agreement.


 


3.4                                                 Limitation
of Lender’s liability. The Lender can in no case be made
liable for damage or loss due to legal provisions, public measure or the like,
actual or imminent war or similar situations, revolt, civil unrest, natural
catastrophe, strike, lockout, boycott or blockades, irrespective of whether the
Lender is himself party to conflicts arising and irrespective of whether any
conflicts arising affect only part of the functions of the Lender. The Lender
cannot in any way be made liable for the consequences of any circumstances
beyond its control, and the Lender cannot in any way be made liable for any
consequential damages.


 


4.                                                       CONDITIONS PRECEDENT


 


4.1                                                 On or prior
to signing. Contemporaneously with or prior to the signing of
this Agreement, the Borrower shall have delivered to the Lender all of the
documents and other evidence listed in Part A of Schedule 3 in
form and substance satisfactory to the Lender.


 


4.2                                                 Conditions
precedent to the Advance. The Lender shall be under no
obligation to accept or act in accordance with a Drawdown Notice, unless the
Lender has received all of the documents and other evidence listed in Part B
of Schedule 3 in form and substance satisfactory to it not later than
at 10:00 a.m. on the day which is three Banking Days prior to the Drawdown
Date.


 


4.3                                                 Additional
conditions precedent. The obligation of the Lender to
make the Advance available shall be subject to the further conditions that, at
the time of the giving of the Drawdown Notice for the Advance and on the
Drawdown Date for the Advance:


 


(i)                                     the representations and warranties contained in
Clause 16.1 are true and correct and not misleading in any material respect and
will be true and correct and not misleading in any material respect immediately
after the Drawdown Date;


 


14

















 


(ii)                                  no Event of Default or Potential Event of Default
has occurred and is continuing or would result from the making of the Advance;


 


(iii)                               no Event of Default (as such term is defined in the
Existing Loan Agreement) or event which with the giving of notice, passage of
time, determination of materiality or satisfaction of other conditions would
become such an Event of Default under the Existing Loan Agreement has occurred
and is continuing;


 


(iv)                              no event has occurred which in the reasonable
discretion of the Lender constitutes a material adverse change in the position
(financial or otherwise) of the Borrower or any of the Guarantors;


 


(v)                                 no Market Disruption shall be continuing on the such
dates;


 


(vi)                              there shall have occurred no unforeseen changes in
legislation or regulation or other events outside the control of the Lender
which have the effect of either preventing the Lender from disbursing the
Advance or materially increasing the Lender’s cost of disbursing, funding or
maintaining the Advance; and


 


(vii)                           all terms and conditions of this Agreement shall
have been fulfilled and continue to be fulfilled in a manner satisfactory to
the Lender.


 


4.4                                                 Waiver of
conditions precedent. The conditions specified in this
Clause 4 are solely for the benefit of the Lender and may be waived in whole or
in part and with or without conditions by the Lender.


 


5.                                                       DRAWDOWN AND EXISTING FINANCING


 


5.1                                                 Notice of
Drawdown. If all of the conditions precedent to the availability of
the Advance have been satisfied, the Borrower may deliver the Drawdown Notice
to the Lender requesting the Advance to be made to it in full, such Drawdown
Notice to be received by the Lender no later than 10 a.m. Copenhagen time
three (3) Banking Days prior to the proposed Drawdown Date.


 


5.2                                                 Disbursement
of the Advance. Subject to the terms of this Agreement, the Lender
shall disburse the Advance to the Borrower on the Drawdown Date by paying the
proceeds thereof, less any fees permitted to be deducted therefrom, to the
Borrower’s account as specified in the Drawdown Notice.


 


15

















 


5.3                                                 Irrevocability. Once
delivered, the Drawdown Notice shall be irrevocable and the Borrower shall be
bound to borrow in accordance therewith.


 


5.4                                                 Indemnification. The
Borrower shall on demand pay and indemnify the Lender for all costs, losses and
expenses incurred by the Lender (including, without limitation, Interest
Breakage Costs, in the event that the Borrower, whether by reason of or failure
to satisfy any condition precedent or otherwise, fails to draw the Advance
following the delivery of the Drawdown Notice, except if such failure to
satisfy a condition results from an action or failure to act by the Lender.


 


5.5                                                 The
Existing Financing. On the Drawdown Date, immediately
following the disbursement of the Advance, the following shall occur:


 


(i)                                     Transfer of Existing Tranches to this Agreement: the
Existing Tranches (including the Perseverance Amount thereof) shall cease to be
subject to the Existing Agreement and shall become subject to the terms and
conditions of this Agreement as if they had been originally advanced to the Borrower
hereunder;


 


(ii)                                  Termination of existing security over the Released Vessels: each of the
Existing Parent Companies’ Guarantee, the Existing Shipowning Companies
Guarantees, the mortgages and deeds of covenant encumbering the Released
Vessels, the insurances assignments in respect of the insurances covering the
Released Vessels and the earnings assignments in respect of the earnings of
each of the Released Vessels shall be terminated and the Released Vessels
released from any and all security in respect thereof existing in favour of the
Lender by way of the Lender’s execution and delivery to the Borrower of a
Release Letter (in the form of Schedule 4a) and the relevant Deeds
of Release, or such other release documents as the Borrower may reasonably
request from, and provide to, the Lender;


 


(iii)                               Termination of certain of the existing security over the Continuing
Vessels: each of the mortgages presently encumbering the Continuing
Vessels and the insurances assignments presently covering the insurances in
respect of the Continuing Vessels (together, the “Continuing Vessels’ Released
Security”) shall be released and reassigned by way of the Lender’s execution
and delivery to the Borrower of a Release Letter in the form of Schedule 4b
and the relevant Deeds of Release, or such other release documents as the
Borrower may reasonably request from, and provide to, the Lender; provided,
however, that such releases and reassignments shall be conditioned and
effective upon the simultaneous


 


16

















 


taking effect of the
Mortgages and the Insurances Assignment and, notwithstanding such releases and
reassignments, until the Mortgages and the Insurances Assignment have become
fully effective and are perfected, the Continuing Vessels’ Released Security
shall remain in full force and effect as between the parties.


 


5.6                                                 The
Tranches. As of the Drawdown Date, following the implementation of
the terms of this Clause 5, the outstanding principal amount of each Tranche
shall be as indicated in the repayment schedules attached hereto as Schedule 6.


 


6.                                                       REPAYMENT


 


6.1                                                 Repayment
schedules. The Borrower shall repay each Tranche on the Repayment
Dates and in the amounts set forth in the repayment schedules attached hereto
as Schedule 6.


 


6.2                                                 Other
repayments. Notwithstanding the provisions of Clause 6.1
above, (i) any outstanding balance of the Indebtedness shall be repaid in
full on demand of the Lender in accordance with the provisions of Clause 18.2
upon the occurrence of an Event of Default, and (iii) any and all
outstanding Indebtedness shall be repaid in full on the tenth anniversary of
the Drawdown Date.


 


7.                                                       PREPAYMENT


 


7.1                                                 Voluntary
prepayment. The Borrower shall be entitled to prepay the whole
or any part of the Loan on the last Banking Day of any Interest Period provided
that:


 


(i)                                     the Lender shall have received a written
notice of such prepayment not less than five Banking Days prior to such date
specifying the amount of such prepayment and the intended prepayment date, such
notice, once delivered, shall be irrevocable and oblige the Borrower to make
the notified prepayments;


 


(ii)                                  the amount of such prepayment shall be
equal to a minimum of USD 500,000 or a whole multiple thereof or the full
amount of one or more Tranches or the full amount of the Indebtedness;


 


(iii)                               prepayments shall be applied to reduce
the repayment instalments indicated in Schedule 6 pro rata,
provided, however, that the Borrower may elect to prepay the full amount of the
Existing Tranche and the New Tranche in respect of one


 


17

















 


or more Vessels in which case such
prepayments shall be applied in full and final satisfaction of the relevant
Tranche(s); and


 


(iv)                              any prepayment shall be made together
with accrued Interest (including Margin) on the amount prepaid, Interest
Breakage Costs, if any, and all other sums payable thereon under the terms of
this Agreement.


 


7.2                                                 Mandatory
Prepayment.


 


(a)                          Total Loss. If a Vessel becomes a Total Loss, the
Borrower shall:


 


(i)                           within six (6) months after such
Total Loss has occurred prepay the outstanding amount of the Existing Tranche
and the New Tranche relevant to such Vessel which is not covered by insurance;
and


 


(ii)                        repay such part of such Existing Tranche
and New Tranche, which, in the reasonable opinion of the Lender, is covered by
insurance on the earlier of (i) the date on which payment is received from
the insurers and (ii) twelve (12) months after the Total Loss occurred.


 


(b)                         Sale of a Vessel to
third party. If the
Borrower shall sell a Vessel, the Borrower shall prepay the Existing Tranche
and the New Tranche relevant to such Vessel in full on the date such sale shall
take effect. In the event of a sale of a Vessel, the Lender shall not be
obliged to release the mortgage or any other of the security provided under the
Security Documents in its favour over such Vessel unless the Lender is fully
satisfied that the full amount of the Existing Tranche and the New Tranche relevant
to such Vessel shall be received by the Lender contemporaneously with such
release of the mortgage.


 


(c)                          Application of
Mandatory Prepayments.
Any mandatory prepayment in accordance with this Clause 7.2 shall be applied to
reduce the repayment instalments in respect of the Tranches relevant to the
Vessel which has suffered a Total Loss or the sold Vessel in the inverse order
of maturity.


 


(d)                       Waiver of Mandatory
Prepayment, acceptance of replacement vessel. Notwithstanding the above provisions of this
Clause 7.2 and provided always that following the application of this
sub-clause (d), the Vessel Value to Loan Ratio is equal to or greater than
125%, upon the request of the Borrower, the Lender may, in its sole and
exclusive discretion:


 


18

















 


(i)                                     agree (which agreement shall not be
unreasonably withheld) that no mandatory prepayment is required pursuant to
this Clause 7.2 in view of the fact that it is sufficiently secured by the
remaining Continuing Vessels; or


 


(ii)                                  accept (which acceptance shall not be
unreasonably withheld) a replacement vessel for the vessel that has suffered a
Total Loss or is to be sold, such replacement vessel to be of at least the same
age, condition and market value as the sold vessel or vessel that has suffered
a Total Loss.


 


If a replacement vessel is
provided, the relevant shipowning company shall create a first priority ship
mortgage over all 64/64th shares in such vessel and enter into a
related deed of covenants, a first priority assignment of insurances and a
first priority assignment of earnings in respect of such replacement vessel in
each case in favour of the Lender as security for the Indebtedness under this
Agreement and substantially in the form of the Mortgage (including the Deed of
Covenants), Insurances Assignment and Earnings Assignment, respectively. All
costs and expenses incurred in connection therewith, including without
limitation, the costs and expenses of legal counsel to the Lender, shall be for
the account of the Borrower.


 


(e)                          M/S Stolt Efficiency. If the vessel M/S Stolt Efficiency
suffers a Total Loss or is to be sold, the full amount of the CIRR Tranche
shall be repaid. The options set forth in sub-clause (d) above shall only
be relevant with respect to the New Tranche allocated to the M/S Stolt
Efficiency.


 


7.3                                                 No
Re-borrowing. Amounts which are repaid or prepaid may not be
re-borrowed.


 


7.4                                                 Release of
Security. In the event of a voluntary or mandatory final prepayment
of the full amount of the Existing Tranche and the New Tranche in respect of
any Continuing Vessel, subject always to Clause 7.2(b), (i) the mortgage
and deed of covenant covering the Continuing Vessel to which such Tranches
pertain shall be released by way of the signing by the Lender of the deed of
release appearing on such mortgage, and (ii) the Insurances Assignment and
the Earnings Assignment (in each case to the extent only that they relate to
the Continuing Vessel to which such Tranches are allocated) shall be released
by way of the signing by the Lender and delivery to the Borrower of a


 


19

















 


release letter
substantially in the form of such letter attached to the Insurances Assignment
as Schedule 1.


 


8.                                                       INTEREST AND INTEREST PERIODS


 


8.1                                                 Payment of
Interest. On each Interest Payment Date the Borrower shall pay
accrued Interest on the Loan to the Lender.


 


8.2                                                 Interest
rate.


 


(i)                                   The New
Tranches. The rate of interest applicable to each New Tranche for
the duration of the Loan Period shall be the fixed rate per annum equal to
4.85% (four point eight five per cent) plus the Margin.


 


(ii)                                The
Perseverance Amount of each Existing Tranche. The rate of interest
applicable to the Perseverance Amount of each Existing Tranche during each
Interest Period ending on or prior to 1 November 2007 shall be 5.81% per
annum (five point eight one per cent per annum). The rate of interest
applicable to the Perseverance Amount of each Existing Tranche for each
Interest Period ending after 1 November 2007 shall be the rate per annum
determined by the Lender as the aggregate of the Margin and LIBOR.


 


(iii)                             The
Existing Tranches. The rate of interest applicable
to each Existing Tranche (excluding the Perseverance Amount thereof) shall be
as follows:


 


(a)                                             Concept: in respect of the Existing Tranche
(excluding the Perseverance Amount thereof) allocated to the Vessel M/S Stolt
Concept, throughout the Loan Period, the fixed rate of 6.045 % per annum (six
point zero four five per cent per annum) plus the Margin;


 


(b)                                            Confidence: in respect of the Existing Tranche
(excluding the Perseverance Amount thereof) allocated to the Vessel M/S Stolt
Confidence, throughout the Loan Period, the fixed rate of 6.60% per annum (six
point six zero per cent per annum) plus the Margin;


 


(c)                                             Creativity: in respect of the Existing Tranche
(excluding the Perseverance Amount thereof) allocated to the Vessel M/S Stolt
Creativity, throughout the Loan Period, the fixed rate of 6.38 % per annum (six
point three eight per cent per annum) plus the Margin;


 


20

















 


(d)                                            Efficiency: in respect of the Existing Tranche
(excluding the Perseverance Amount thereof) allocated to the Vessel M/S Stolt
Efficiency, throughout the Loan Period, the fixed rate of 8.5228 % per annum
(eight point five two two eight per cent per annum) plus the Margin;


 


(e)                                             Effort: in respect of the Existing Tranche
(excluding the Perseverance Amount thereof) allocated to the Vessel M/S Stolt
Effort, during each Interest Period ending on or prior to 1 December 2006,
the fixed rate of 5.42% per annum (five point four two per cent per annum) and
during each Interest Period ending after 1 December 2006, LIBOR plus the
Lender’s cost of funding fixed at 0.3% per annum (zero point three per cent per
annum) plus the Margin;


 


(f)                                               Innovation: in respect of the Existing Tranche
(excluding the Perseverance Amount thereof) allocated to the Vessel M/S Stolt
Innovation, throughout the Loan Period, the fixed rate of 6.35% per annum (six
point three five per cent per annum) plus the Margin;


 


(g)                                            Inspiration: in respect of the Existing Tranche
(excluding the Perseverance Amount thereof) allocated to the Vessel M/S Stolt
Inspiration, throughout the Loan Period, the fixed rate of 6.60% per annum (six
point six zero per cent per annum) plus the Margin.


 


8.3                                                 Accrual of
Interest. Interest at the rate determined in accordance with Clause
8.2 shall (i) accrue from and including the first day to but excluding the
last day of an Interest Period and (ii) be paid in arrears on each
Interest Payment Date.


 


8.4                                                 Calculations. All sums
falling due hereunder by way of Interest and/or Default Interest will be
calculated by the Lender, (i) in respect of all Tranches other than the
CIRR Tranche, on the basis of the actual number of days elapsed (365) over a
year of 360 days, and (ii) in respect of the CIRR Tranche, on the basis of
a year of 360/360 (three hundred and sixty) days.


 


8.5                                                 Fixing of
Interest. The Lender and the Borrower may from time to time agree
to fix fluctuating interest rates in respect of (i) the Perseverance
Amount of each Existing Tranche, (ii) each New Tranche for which the
applicable rate of interest has not been fixed for the entire Loan Period, and (iii) the
Existing Tranche allocated to the Vessel M/S Stolt Effort to the extent it has
not been fixed, for periods agreed upon between them. Such fixing shall be made
on terms acceptable to the Lender and the terms of the


 


21

















 


form of Interest Fixing
Agreement attached hereto as Schedule 13 shall apply with such amendments
as may be requested by the Lender.


 


8.6                                                 Duration of
Interest Periods.


 


(a)                          Existing Tranches (excluding Perseverance Amounts)
and Perseverance Amounts.
The Interest Periods in respect of each Existing Tranche (excluding the
Perseverance Amount thereof, but, for the avoidance of doubt, including the
CIRR Tranche) and for the Perseverance Amounts of each Existing Tranche shall
be each successive period of six months ending on the interest payment dates
set forth below:


 


	
  Tranche Allocated to the Vessel/

  Perseverance Amounts

  	
   

  	
  Interest Payment Dates

  
	
   

  	
   

  	
   

  
	
  M/S Stolt Concept

  	
   

  	
  25 May and 25 November

  
	
   

  	
   

  	
   

  
	
  M/S Stolt Confidence

  	
   

  	
  25 May and 25 November

  
	
   

  	
   

  	
   

  
	
  M/S Stolt Creativity

  	
   

  	
  25 May and 25 November

  
	
   

  	
   

  	
   

  
	
  M/S Stolt Efficiency

  	
   

  	
  25 May and 25 November

  
	
   

  	
   

  	
   

  
	
  M/S Stolt Effort

  	
   

  	
  1 June and 1 December

  
	
   

  	
   

  	
   

  
	
  M/S Stolt Innovation

  	
   

  	
  25 May and 25 November

  
	
   

  	
   

  	
   

  
	
  M/S Stolt Inspiration

  	
   

  	
  25 May and 25 November

  
	
   

  	
   

  	
   

  
	
  Perseverance Amounts of each Existing Tranche

  	
   

  	
  1 May and 1 November

  



 


(b)                         New Tranches. The Interest Periods in respect of each New
Tranche for which the interest rate has been fixed shall be each successive
period of six months ending on 1 May and 1 November. If the Borrower does
not accept the proposed fixed rate for the New Tranches, then each Interest
Period in respect of the New Tranches shall be of a duration of one (1), three
(3), six (6), nine (9) or twelve


 


22

















 


(12) months as may be selected by the Borrower in
the Drawdown Notice or afterwards by notice to the Lender no later than 03.00 p.m.
Copenhagen time three (3) Banking Days prior to the expiration of the then
current Interest Period or such longer period as may be agreed by the Borrower
and the Lender; provided, however, that there shall be no more than three one
month Interest Periods in any calendar year. If the Borrower fails to select an
Interest Period in accordance with this Clause 8.6(b), the Borrower shall be
deemed to have selected an Interest Period of six months.


 


8.7                                                 Current
Interest Periods in respect of Existing Tranches. The Interest Period in
respect of each of the Existing Tranches and the Perseverance Amounts thereof
in course at the Drawdown Date shall continue uninterrupted, notwithstanding
the transfer of such Tranche from the Existing Loan Agreement to this
Agreement.


 


8.8                                                 First
Interest Periods in respect of New Tranches. The first Interest
Period in respect of the New Tranches for which the interest rate has not been
fixed shall commence on the Drawdown Date and shall end on the date selected by
the Borrower in the Drawdown Notice and each succeeding Interest Period shall
commence on the last day of the immediately preceding Interest Period. The last
Interest Period shall end on the last Repayment Date.


 


8.9                                                 Adjustment
of Interest Periods. If any Interest Period in respect
of any Tranche includes one or more Repayment Date(s) in respect of that
Tranche, then such Interest Period shall relate only to the part of the Tranche
that is not to be repaid on the Repayment Date(s) falling within the elected
Interest Period. For each part of the Tranche which shall be repaid on a
Repayment Date falling within the elected Interest Period, a separate Interest
Period shall apply and such Interest Period shall be deemed to expire on the
Repayment Date applicable to such part of the Tranche and the interest rate for
such part of the Tranche shall be determined accordingly.


 


8.10                                           Non-Banking
Days. If any Interest Period would otherwise end on a day which
is not a Banking Day, such Interest Period shall be extended to the next
succeeding Banking Day, unless that day falls in the next calendar month, in
which event such Interest Period shall instead end on the immediately preceding
Banking Day of the calendar month.


 


8.11                                           Last Day of
the Month. If an Interest Period commences on the last Banking Day
of a calendar month or if there is no corresponding day in the month in which
it is to end, it shall end on the last Banking Day of the relevant calendar
month.


 


23

















 


8.12              Default Interest. Without
prejudice to the other provisions of this Agreement, if the Borrower fails to
pay when due any sum due or to become due hereunder, the Borrower shall pay,
from the date when such sum fell due until the date on which it is paid, Default
Interest on the unpaid sum at an annual rate to be calculated by the Lender as
the higher of the aggregate of the Lender’s actual cost of funding or the six
months’ LIBOR plus 2% (two per cent) per annum, except for the CIRR Tranche for
which the Default Interest shall be the higher of the aggregate of the Lender’s
actual cost of funding or the rate of Interest otherwise applicable to the CIRR
Tranche plus 2% (two per cent) per annum, in each case such rate to be
determined for an Interest Period as the Lender may determine. Default Interest
shall be payable on demand and at a minimum on a monthly basis.


 


9.                  FEES AND COSTS


 


9.1                Arrangement Fee. The
Borrower shall pay to the Lender a non-refundable arrangement fee in the
aggregate amount of USD 300,000 (equal to 0.30% of the maximum amount of the Advance).
Such fee shall be paid in immediately available USD denominated funds to the
Lender on the Drawdown Date by way of deduction from the Advance.


 


9.2                Commitment Fee. The
Borrower shall pay to the Lender, in arrear on the Drawdown Date by way of
deduction from the Advance, a commitment fee equal to 0.10% per annum applied
to the full amount of the Advance calculated for the period from and including
16 September 2005 to but excluding the Drawdown Date; provided, however, that
such commitment fee shall not be payable for any period exceeding 30 days.


 


9.3                Professional fees, court
fees, duties etc. The Borrower shall pay any and
all lawyer’s fees, stamp duties, court fees, notarisation fees and official
duties or fees incurred by the Lender in any jurisdiction in connection with
the negotiation, entering into and bringing into effect of the Agreement and
the establishment and registration of the Security Documents and other
documents provided hereunder.


 


9.4                Out-of-pocket expenses. In
addition to the other payments provided for in this Agreement, the Borrower
shall reimburse the Lender on demand for all costs and out-of-pocket expenses
(including market valuation expenses, legal expenses, translations and costs to
external advisers and experts) incurred by the Lender in connection with the
execution, enforcement or attempted enforcement of, or preservation or
maintenance or attempted preservation or maintenance of, any rights under this
Agreement or the Security Documents or in connection with the granting of any
consent or the entering


 


24

















 


into of any amendment or waiver in
connection with this Agreement or any of the Security Documents.


 


9.5                Maintenance,
insurance etc. In respect of any asset
or right included or referred to in the Security Documents the Borrower shall
further pay maintenance, repair, insurance cover, surveillance, costs to
prevent or release arrest, all expenses, including legal expenses reasonably
incurred by the Lender and other costs to external advisers as well as any
other expenses incurred by the Lender as the result of any Event of Default.


 


10.                TAXES


 


10.1              No deductions; gross-up. All
payments (whether of principal, Interest or otherwise) to be made by the Borrower
to the Lender shall be made in full without set-off or counterclaim and free
and clear of and without withholding or deduction for any taxes (except for
local income tax on the Lender’s general income), levies, duties, charges,
fees, deductions or withholdings of any nature now or hereinafter imposed on
the Borrower or on the Lender. If at any time applicable law requires the
Borrower or the Lender to make any such payment, deduction or withholding, the
sum due from the Borrower shall be increased to the extent necessary to ensure
that the Lender receives and retains a sum equal to the sum which it would have
received had no such payment, deduction or withholding been required.


 


10.2              Prompt payment over to
authorities; receipts. The Borrower shall pay the full
amount deducted or withheld to the appropriate taxing authority or other agency
within the time allowed for such payment under applicable law, and the Borrower
shall hold the Lender harmless from any liability in respect of delay or
failure by the Borrower to pay any such taxes or withholdings, provided the
Borrower has received timely notice from the Lender. The Borrower shall deliver
to the Lender within 30 days after it has made any payment from which it is
required by law to make any deduction or withholding a receipt issued by the
applicable tax or other authority evidencing the deduction or withholding.


 


10.3              No interference with
Lender’s tax affairs. Nothing herein shall:


 


(i)            require the Lender to disclose to the
Borrower any details of, or any information regarding, its tax affairs; or


 


(ii)           interfere with, or in any way effect, the
right of the Lender to arrange its tax affairs in whatever manner it thinks fit
in its absolute discretion.


 


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10.4              No obligation to claim
relief. The Lender shall not be under any obligation whatsoever
to claim relief in respect of any tax payment, either at all or in priority to
any other reliefs, claims or credits available to it.


 


11.                INCREASED
COSTS AND ILLEGALITY


 


11.1              Increased costs. If by
reason of the introduction of or change in any applicable law, regulation or
ruling (whether or not having the force of law) or by reason of any other
circumstances affecting the Lender, including but not limited to the introduction
or any change in the official reserve, special deposit requirements or capital
adequacy requirements for the Lender in connection with loans similar to this
Loan the cost of the Lender of making, funding or maintaining the Loan is
increased or any other condition is imposed on the Lender, then the Borrower
shall on demand indemnify the Lender in respect of such increased cost or
against the effects of any such other condition. The Lender shall co-operate
with the Borrower with a view to reducing such increased costs. Without
prejudice to the Borrower’s indemnification obligations pursuant to this Clause
11.1, the Borrower may exercise its prepayment rights under Clause 7.1.


 


11.2              Illegality. In the
event that it becomes unlawful for the Lender to maintain the Loan by reason of
any change after the date of this Agreement in any law, regulation or
directive, then the Borrower shall on demand prepay the Indebtedness to the
Lender in accordance with Clause 7.


 


12.                SECURITY


 


12.1              Security Documents. The
Indebtedness and all sums due now or hereafter to the Lender under this
Agreement, the Security Documents or otherwise whether actual or contingent
shall be and are hereby secured by the following security which shall be provided
by the Borrower to the Lender in form and substance acceptable to the Lender,
and where appropriate, registered and/or notified to obtain perfection and
priority against third parties:


 


(i)            the Parent Companies
Guarantee;


 


(ii)           the Continuing Shipowning
Companies Guarantee;


 


(iii)          the Intermediate
Companies Undertaking;


 


(iv)         the Mortgage(s);


 


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(v)          the Earnings Assignment
covering the earnings of each of the Continuing Vessels which shall be
unperfected but which shall be perfected by way of delivery of a notice of
assignment to all relevant charterers and the obtaining of acknowledgements
thereof from such charterers upon the request of the Lender following the occurrence
of an Event of Default;


 


(vi)         the Insurances
Assignment.


 


12.2              Release of security. All of
the security created by the Security Documents referred to in Clause 12.1 shall
be maintained as long as any Indebtedness is outstanding. Only upon the full,
irrevocable and unconditional payment of the Indebtedness outstanding under
this Agreement, shall the Lender be obliged to release the security created by
the Security Documents; provided, however, that, as contemplated in Clause 7.2
and Clause 7.4, the Lender will release the Mortgage, the Insurances Assignment
and the Earnings Assignment encumbering a Continuing Vessel in connection with
the full and final prepayment of the Existing Tranche and the New Tranche
relevant to such Continuing Vessel.


 


13.                NEGATIVE
PLEDGE


 


13.1              The Continuing Vessels
and the Borrower’s and Continuing Shipowning Companies assets. For as
long as any Indebtedness is outstanding, neither the Borrower nor any of the
Continuing Shipowning Companies shall create or permit to exist any encumbrance
over any of the Continuing Vessels, their Earnings or insurances or any of
their respective other assets or income, other than pursuant to the Security
Documents.


 


13.2              Shares of the Borrower
and the Guarantors (other than SNSA). For as long as any
Indebtedness is outstanding, no pledge or other form of security in respect of
the shares of any of the Guarantors (other than SNSA) or the Borrower shall be
created or permitted to exist, except with the prior written consent of the
Lender. The Borrower and each Guarantor shall take all action within their
power to ensure compliance with this Clause 13.2.


 


14.                INSURANCE


 


14.1              Type of insurance
coverage. The Borrower and each of the Shipowning Companies shall
ensure that as long as any Indebtedness is outstanding, the following insurances
shall be maintained in full force and effect in respect of each Continuing
Vessel and any replacement vessel as contemplated in Clause 7.2(d):


 


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(i)            hull and machinery insurance, including
insurance against actual, agreed, constructive or compromised total loss;


 


(ii)           war risk insurance, including blocking
and trapping insurance covering both hull and deprivations;


 


(iii)          protection and indemnity insurance,
including freight, demurrage, oil pollution and defence;


 


(iv)         mortgagee interest insurance in favour of
the Lender for such insurance sums as the Lender may reasonably request; and


 


(v)          such additional insurances as the Lender
in its sole reasonable discretion may request; provided that the requested insurances
are common for vessels similar to the Continuing Vessels.


 


14.2              Insured amounts. All
insurances shall be denominated in USD. Hull and machinery and war risks
insurance shall be effected for the higher of the full Vessel Value of each
relevant vessel or 120% (one hundred and twenty per cent) of the aggregate
principal amount outstanding under the Existing Tranche and the New Tranche in
respect of the relevant Continuing Vessel or replacement vessel, as the case
may be. For Existing Tranches and New Tranches for which the rate of interest
has been fixed, the insured amounts for hull and machinery and war risks
insurance shall be determined taking into account the market value of the
portion of the relevant Tranche for which the rate of interest has been fixed.


 


14.3              Insurers. The
Borrower shall ensure that all insurances are taken out with first class international
insurers and brokers and on such terms and conditions as the Lender shall have
previously approved in writing.


 


14.4              Loss payable, notices of
assignment, notice of cancellation clauses. The Borrower shall ensure
that the insurance policies contain loss payable clauses, notice of material
changes, notice of assignment clauses and notice of cancellation clauses
acceptable to the Lender, all such clauses to be endorsed on the policies. The
Borrower shall ensure that all insurance policies or cover notes have clauses
to the effect that any and every sum receivable in the event of a Total Loss
and any and every sum receivable in respect of partial damage claims exceeding
USD 1,000,000 (United States Dollars one million) can only be paid to the Borrower
subject to the prior written consent of the Lender, which consent shall not be
unreasonably withheld.


 


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14.5              Information. The
Borrower will supply the Lender from time to time on request (and in any event
at least annually) with such information as the Lender may in its sole
discretion require with regard to the insurance and the brokers, underwriters,
insurers associations or clubs through or with which the insurances are placed.


 


14.6              Payment of premiums;
renewal. The Borrower shall duly pay or procure the payment of all
premiums, calls and contributions and all other sums at any time payable in
connection with the insurances and shall, no later than 14 days (or in the case
of war risk insurance no later than 7 days) before the expiry of any of the
insurances, renew the same or procure the renewal of the same and shall
immediately notify the Lender of such renewals once effected and at any time,
if required by the Lender, shall provide the Lender with evidence satisfactory
to the Lender in its discretion that all premiums, calls, contributions and
other sums payable in respect of the insurances have been duly and punctually
paid and that all declarations and notices required to be given by the owners
or by the charterers to brokers, underwriters, insurers associations or clubs
have been duly given.


 


14.7              Lender’s rights in case
of Borrower’s failure. In the event that the Borrower
shall fail to take out or maintain the insurances referred to in Clause 14.2 or
to promptly pay premiums as required hereunder, the Lender, on behalf of the Borrower
or on behalf of the Shipowning Companies, may take out such insurances and pay
the premiums and the Borrower shall, on demand, reimburse the Lender for any
amounts so paid.


 


14.8              MII Insurance. In lieu
of the Borrower’s purchasing or causing to be purchased mortgagee interest
insurance in respect of the Continuing Vessels and any replacement vessel, the
Lender may, in its sole discretion and at the sole cost and expense of the
Borrower, purchase such insurance from such insurers and through such brokers
as the Lender shall in its sole discretion decide. Such insurance shall be
entered into on terms, which shall substantially correspond to the standard
terms prevailing in the market at the relevant time.


 


15.                PAYMENTS
AND CALCULATIONS


 


15.1              No deductions; timing. All
payments made by the Borrower hereunder shall be made unconditionally without
right of set-off or counterclaim and without any withholding or deduction
whatsoever. All payments shall be received by the Lender for value at 10.00
a.m. local time on the relevant date at the place of payment in immediately
available freely transferable and convertible funds to such account(s) as the
Lender may from time to time notify to the Borrower.


 


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15.2              Maintenance of Loan
Account. The Lender shall open and maintain on its books a Loan
Account in accordance with the Lender’s normal practice to which shall be
debited the amount lent by the Lender hereunder and Interest (including any
Default Interest) accrued thereon from time to time, and other expenses and
charges and to which shall be credited each payment whether of principal,
Interest or otherwise received by it hereunder.


 


15.3              Loan Account entries
conclusive. In legal action or proceeding arising out of or in
connection with this Agreement the entries made in the Loan Account maintained
pursuant to Clause 15.2 shall be conclusive evidence of the existence and size
of the obligations of the Borrower, save for manifest error. The payment of any
amount being claimed by the Lender as due and payable cannot be suspended or withheld
by the Borrower by reason of a dispute of what is due and payable. Payment by
the Borrower shall be without prejudice, however, to the obligation of the
Lender to repay any amount collected or received in excess.


 


15.4              Application of payments. All payments
made by the Borrower hereunder shall be applied first towards costs, fees and expenses,
then towards Interest and finally towards repayment of the principal amount of
the Tranches unless otherwise decided by the Lender.


 


16.                REPRESENTATIONS
AND WARRANTIES


 


16.1              Representations and
warranties. Each of the Borrower and the Guarantors represents
and warrants as follows:


 


16.1.1           Corporate
status: the Borrower and each Guarantor is duly organised and
validly existing under the laws of its jurisdiction of incorporation as a
limited liability company, and has the necessary corporate power and authority
to conduct its business and to enter into and perform the Agreement and the
Security Documents to which it is a party and the relevant corporate structure
of the SNSA Group is as shown in the chart set forth in Schedule 15;


 


16.1.2           Power
and authority: the Borrower and each Guarantor has
taken all necessary corporate action to authorise the entering into of this
Agreement and each of the Security Documents to which it is a party, and all of
its obligations hereunder and thereunder are valid, binding and enforceable
against it in accordance with their respective terms and neither the performance
nor observance of any such obligation by any such party


 


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shall conflict with or result in
any breach of any law or agreement by which such party is bound or such party’s
constitutional documents;


 


16.1.3           Consents: the
Borrower and each of the Guarantors has obtained all consents, licenses and authorisations
necessary for the entering into and the performance by it of this Agreement and
each of the Security Documents to which it is a party in accordance with its
terms;


 


16.1.4           Valid
and binding obligations: this Agreement and each of the
Security Documents, each of which has been signed by the duly authorised
representative of the Borrower and each of the Guarantors to the extent that
they are parties thereto, is in full force and effect and constitutes valid
binding and enforceable obligations of the Borrower and each of the Guarantors
to the extent that they are parties thereto;


 


16.1.5           Defaults: The
Borrower is not in default under any agreement to which it is a party and no
condition or event which with the giving of notice and/or the lapse of time
would constitute such a default has occurred; no Guarantor is in default under
any agreement to which it is a party involving obligations in excess of USD
7,500,000.00 and no condition or event which with the giving of notice and/or
the lapse of time would constitute such a default has occurred; nor is the
Borrower or any Guarantor in violation of any rules, laws or regulations
applicable to its business, nor has any Event of Default occurred hereunder;


 


16.1.6           Valid
agreements: All agreements to which any of the Borrower or the
Shipowning Companies is a party, are valid, binding and enforceable and in full
force and effect and no objections have been raised by any of the Borrower’s or
Shipowning Companies’ contract counterparties as to their validity or
enforceability;


 


16.1.7           Litigation: Except as
disclosed in SNSA’s 20-F filing with the United States Securities and Exchange
Commission made on 31 May 2005 relating to its fiscal year ending 30 November
2004, the press release issued on 19 July 2005 in connection with SNSA’s second
quarter financial results and in the press release issued on 4 October 2005, in
connection with SNSA’s third quarter financial results, neither the Borrower
nor any of the Guarantors is involved in any litigation or arbitration that
could have an adverse effect on its condition (financial or otherwise), nor are
any such proceedings pending or threatening, nor has any event occurred which
can give rise to such proceedings (It is expressly understood and agreed that
the adverse effect referred to above is such as in the Lender’s opinion must
make it more likely than not that the Borrower or any Guarantor would be unable
to pay its debts when they become due. If the Lender holds such


 


31

















 


opinion, the Lender shall so advise
the Borrower in writing, and - without prejudice to the Lender’s right to claim
an Event of Default – the Borrower and the Guarantors shall have 14 days within
in which to respond to the Lender’s concerns);


 


16.1.8           Information: All of
the information, exhibits or financial reports furnished to the Lender by the
Borrower or any of the Guarantors or on their behalf in connection with the
negotiation of this Agreement and the agreements referred to herein are true
and correct in all material respects and do not contain any misstatement of
fact or omit to state a fact necessary in order not to make such information,
exhibits or financial reports misleading in any material respect unless such
misstatement or omission has been rectified;


 


16.1.9           Pari
passu ranking: The obligations of the Borrower and the Guarantors
under this Agreement and the Security Documents to which they are a party rank
at least pari passu with the claims of the Borrower’s or the relevant
Guarantors’ unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally;


 


16.1.10         No
other material agreements: This Agreement and the Security
Documents constitute the only material obligations of the Borrower and of the
Shipowning Companies, except for intercompany 
obligations;


 


16.1.11         No
encumbrances on shares or dividends: None of the shares and
no dividend payments of the Borrower or any of the Guarantors (other than SNSA)
has been pledged or is subject to any other security interest;


 


16.1.12         Debt: Neither
the Borrower nor any of the Shipowning Companies has any debt other than debt
arising in the ordinary course of business and on arm’s length terms between
members of the SNSA Group; and


 


16.1.13         Subordination: All and
any of the present or future claims (whether for payment of dividend, loan
capital or otherwise) of the Borrower against any of the Guarantors and of any
of the Guarantors against the Borrower are fully subordinated to (and can not
compete with) the claims of the Lender under this Agreement and the Security
Documents. Specifically, the Borrower is not, unless with the Lender’s prior
approval, entitled to claim payment of any amount from the Shipowning Companies
under any inter-company loans or accounts; and


 


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16.1.14         No
action giving rise to an Event of Default: Neither the Borrower
nor any of the Guarantors will take, or cause to be taken, any action, which
may give rise to an Event of Default.


 


16.2              Repetition. These
representations and warranties shall be deemed to be made on the date hereof
and shall be deemed repeated on the Drawdown Date and on the date of each
Compliance Certificate until the Indebtedness has been fully repaid except for
those contained in Clauses 16.1.5, 16.1.6 and 16.1.7, which shall be deemed
repeated only on the Drawdown Date.


 


17.                ADDITIONAL
UNDERTAKINGS


 


17.1              Undertakings. Each of
the Borrower and the Guarantors undertakes, in respect of itself as
specifically indicated below and, to the extent within its powers, to cause the
Borrower and each other Guarantor, to comply with the following undertakings:


 


17.1.1           Accounts
and budgets: SNSA and the Borrower, as the case may be, shall
furnish the following to the Lender:


 


(i)            the annual consolidated audited accounts
of SNSA and the annual unaudited accounts of the Borrower prepared in accordance
with US GAAP or other internationally generally accepted accounting principles
as soon as such accounts are available and not later than six (6) months after
the end of the financial year, together with a Compliance Certificate  (for the time being and until further notice,
the Lender has waived the delivery of the Borrower’s annual accounts but not
the delivery of the SNSA’s annual accounts);


 


(ii)           the unaudited consolidated quarterly
financial accounts of SNSA prepared in accordance with US GAAP or other internationally
generally accepted accounting principles as soon as such accounts are available
and not later than 90 days after the end of each financial quarter of SNSA,
together with a Compliance Certificate;


 


(iii)          the annual budget of the Borrower
promptly after such budget has been approved by SNSA’s board of directors and
in no event later than two (2) months after the commencement of the financial
year (for the time being and until further notice, the Lender has waived the
Borrower’s performance of this undertaking);


 


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(iv)         the annual accounts of each of the
Shipowning Companies and each of the other Parent Companies, and the report detailing
the revenue, and operating expenses, for the Stolt Tankers Joint Service, as
soon as such material is available and, in any event not later than six (6)
months after the end of the respective financial year (November 30) (for the
time being and until further notice, the Lender has waived the Borrower’s
performance of this undertaking); and


 


(v)          the annual update to SNSA Group’s three
year plan when approved by SNSA’s board of directors containing projected
balance sheet, profit and loss and cash flow information, together with
relevant assumptions as set out therein.


 


All such material shall be in a form and substance acceptable to the
Lender. SNSA and the Borrower, as the case may be, shall furnish audited annual
accounts of SNSA and un-audited annual accounts of the other companies
mentioned above (unless audited accounts are available also in respect of these
companies);


 


17.1.2           Other
information: the Borrower and the Guarantors shall furnish
promptly to the Lender such other information and documents (financial and
other) with respect to the Borrower or any of the Guarantors as the Lender may
from time to time reasonably request, including but not limited to budgets;


 


17.1.3           Ownership
of Continuing Vessels: the Borrower and the Guarantors
shall procure that the relevant Continuing Shipowning Company remains the sole
owner of the relevant Continuing Vessel and not make or permit any changes in
the ownership, the operation or the registration thereof, without the prior
written consent of the Lender;


 


17.1.4           No
changes to documents: the Borrower and the Guarantors
shall not materially change or permit to be changed their respective articles
of association or other constitutive documents, or the Continuing Vessels’
participation in the Stolt Tanker Joint Service Agreement without the prior
written consent of the Lender;


 


17.1.5           Payment
of debts: the Borrower and each of the Shipowning Companies shall
settle all its liabilities as and when they fall due and only when they fall
due, immediately release its assets from expenses or attachments and not accept
or demand any credit from suppliers in excess of normal credit terms;


 


17.1.6           No
borrowings: the Borrower
and the Shipowning Companies shall not borrow any funds or take on any
obligations not contemplated in this Agreement without the consent of the
Lender, which consent shall not be unreasonably withheld;


 


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17.1.7           Cooperate
with Lender: the Borrower and the Guarantors shall provide
answers to all of the Lender’s questions concerning the Continuing Vessels and
their operation and give the Lender - or experts appointed by the Lender -
access to such Continuing Vessels and their documentation at reasonable times
and places and at the expense of the Lender;


 


17.1.8           Banking
business: the Borrower and the Shipowning Companies  shall maintain any bank accounts and deposit
accounts with banks approved by the Lender and move such accounts and deposits
to such bank which is approved by the Lender, which approval shall not be unreasonably
withheld;


 


17.1.9           Listing: SNSA shall maintain the listing of
SNSA on the Oslo Stock Exchange or such other stock exchange as the Lender
shall have previously approved in writing and not de-list or permit the
de-listing of SNSA form the Oslo Stock Exchange or such other approved stock
exchange without the prior written approval of the Lender which approval shall
not be unreasonably withheld;


 


17.1.10         SNSA
Group corporate structure: SNSA and the Parent Companies
shall not change the relevant corporate structure of the SNSA Group from the
structure shown in the chart set forth in Schedule 15, without the prior
written consent of the Lender which consent shall not be unreasonably withheld;


 


17.1.11         Notification
of damages: the Borrower and the Shipowning Companies shall
promptly notify the Lender of any damages to or alteration of any single
Continuing Vessel involving costs in excess of USD 1,000,000 (United States
Dollars one million);


 


17.1.12         Notification
of Events of Default and Potential Events of Default: the
Borrower and the Guarantors shall notify promptly the Lender of any Events of
Default or Potential Events of Default;


 


17.1.13         Conduct
of business: the Borrower and the Guarantors shall procure that
the business of the Borrower and the Shipowning Companies is carried out and
each Continuing Vessel is operated and maintained in accordance with (i)
acknowledged, careful and sound practice in the shipping industry; (ii) general
responsible business and technical standards for shipping; (iii) all material
rules and regulations applicable to such business; and (iv) not permit any
Continuing Vessel to be used under conditions where the insurances do not fully
cover or in any trade which is not lawful; and (v) not do any other business
than operating the Continuing Vessels, administering its business hereunder and
other agreements permitted hereunder and business in connection therewith;


 


35

















 


17.1.14         Maintenance
and management: the Borrower and the Guarantors
shall keep up each Continuing Vessel or procure that each Continuing Vessel is
kept in a state of good and seaworthy repair as to insure her compliance with
the requirements from time to time of all applicable laws and regulations and
requirements of her insurers, and arrange that each Continuing Vessel is always
managed by first class commercial and technical ship managers approved by the
Lender which approval shall not be unreasonably withheld, SNTG BV being
approved as ship manager; and not change the commercial or technical managers
of any of the Continuing Vessels without the prior written consent of the
Lender which consent shall not be unreasonably withheld;


 


17.1.15         ISM
and ISPS Code: the Borrower and the Guarantors
shall arrange for and procure the punctual and continued approval and
certification of the management organisation on shore and on board each of the
Continuing Vessels and ensure that each of the Continuing Vessels is operated
in accordance with the ISM- and ISPS-code in force from time to time.


 


17.1.16         Classification: the
Borrower and the Guarantors shall ensure that each of the Continuing Vessels is
classed in the highest class for a vessel of its type with a classification
society acceptable to the Lender, free of any overdue recommendations; not
change the class or classification society of any of the Continuing Vessels
without the prior written consent of the Lender, which consent shall not be
unreasonably withheld and give the Lender the right to inspect the class
records of each Continuing Vessel and obtain copies of all class documents
including survey reports;


 


17.1.17         Inspection: the
Borrower and the Shipowning Companies shall allow the Lender or its
representatives at any reasonable time, but without unduly interfering with the
operation of the Continuing Vessels, to physically inspect each of the Continuing
Vessels, the costs and expenses of one such inspection per Continuing Vessel
per year to be borne by the Borrower;


 


17.1.18         Registration
and flag: the Borrower and the Guarantors shall ensure that each of
the Continuing Vessels remains registered in the Cayman Islands Ship Register
and not do or allow to be done anything whereby the registration of any of the
Continuing Vessels in the Cayman Islands Ship Register may be forfeited or
imperilled and will not register or permit any of the Continuing Vessels to be
registered in any other register or port or under any other flag without the
prior written consent of the Lender which consent shall not be unreasonably
withheld;


 


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17.1.19         Charters: the
Borrower and the Shipowning Companies shall not employ any of the Continuing
Vessels under any bareboat charterparty with any charterer that is not a member
of the SNSA Group, without the prior written consent of the Lender, which
consent shall not be unreasonably withheld (charters with charterers that are
members of the SNSA Group being permitted); and, if any bareboat charterparty
is entered into in respect of any of the Continuing Vessels with any charterer
that is not a member of the SNSA Group, ensure that (i) such documents as may
be required in order to preserve the Lender’s rights under this Agreement and
the Mortgage (including, without limitation, an acknowledgement of the Mortgage
and the Lender’s rights under this Agreement from the charterer) are entered
into by the charterer, and (ii) subject to the charterers’ rights to quiet
enjoyment of the relevant Continuing Vessel, the relevant bareboat charter and
the rights to receive charter hire thereunder are assigned to the Lender by way
of an assignment in form and substance satisfactory to the Lender;


 


17.1.20         Changes
to the Continuing Vessels: the Borrower and the Shipowning
Companies shall not without the prior written consent of the Lender, which
consent shall not be unreasonably withheld, make or permit or cause to be made
any material change in the structure, type or speed of any Continuing Vessel,
except for such as are necessary in order to uphold the Continuing Vessel’s
class or to comply with legal requirements;


 


17.1.21         Compliance
with the Security Documents: each of the Borrower and the
Guarantors shall comply with all terms and conditions included in the Security
Documents to which it is a party;


 


17.1.22         Amendments
to material agreements: the Borrower and the Guarantors
shall not without the prior written consent of the Lender make any amendment to
the Mortgage or any other material agreement or document to which the Borrower
or any Shipowning Company is a party, except for intercompany agreements or documents;


 


17.1.23         Vessel
Value to Loan Ratio: the Borrower and the Guarantors,
if, at any time during the Loan Period, the Vessel Value to Loan Ratio shall be
less than 125%, upon demand from the Lender shall either (i) create additional
security in favour of the Lender in form and substance satisfactory to the
Lender in its sole discretion, or (ii) prepay, in accordance with Clause 7.1,
an amount of the Indebtedness at least equal to the amount necessary so that
following such prepayment the Vessel Value to Loan Ratio is equal to at least
125% (this obligation shall continue also after an Event of Default has
occurred). If the Borrower does not accept any of the Vessel Values as
determined in accordance with the definition thereof in Clause 2.1, then the
Lender shall disclose the names of the brokers and their respective valuations
(disclosure of the individual valuations but not


 


37

















 


the names of the brokers shall be
subject to the prior consent of the brokers) to the Borrower and the Borrower
may nominate one additional broker from the list of brokers appearing in Schedule
14 to provide a valuation of the relevant Continuing Vessel(s) and the
Vessel Value to Loan Ratio shall be based on the average of the three valuations;


 


17.1.24         Information
to creditors: the Borrower and the Guarantors shall furnish to
the Lender all material accounts and information sent to the major creditors of
any of the Guarantors and arrange for the Lender to be represented during any
meetings held between any of the aforesaid companies and a group (minimum 2) of
creditors; and


 


17.1.25         Further
assurances: the Borrower and the Guarantors shall generally do
or procure to be done all things and acts which in the Lender’s opinion may be
reasonably necessary or advisable in order to secure the Lender’s rights
pursuant to this Agreement and the Security Documents, including without
limitation, for the Borrower to assign all of its rights and claims against the
Shipowning Companies to the Lender.


 


17.2              SNSA’s Financial
Undertakings. Throughout the Loan Period, SNSA shall:


 


17.2.1           Consolidated
Tangible Net Worth: maintain a Consolidated Tangible
Net Worth of not less than six hundred million Dollars ($600,000,000) or the
equivalent in any other currency calculated at the end of each fiscal quarter;


 


17.2.2           Consolidated
Debt to Consolidated Tangible Net Worth: maintain a Consolidated
Debt to Consolidated Tangible Net Worth ratio of a maximum of 2.00:1.00, as
calculated at the end of each fiscal quarter; and


 


17.2.3           EBITDA
to Consolidated Interest Expense: maintain a Consolidated
EBITDA to Consolidated Interest Expense ratio equal to or greater than
2.00:1.00 as calculated at the end of each fiscal quarter.


 


18.                EVENTS
OF DEFAULT


 


18.1              Events of Default. Any of
the following events taking place shall constitute an Event of Default:


 


18.1.1           Failure
to pay: The Borrower shall fail to pay to the Lender any sum of
Interest, principal or other sums due under this Agreement on the due date for
any such sums and such failure shall continue for more than 3 (three) Banking
Days after such due date; or


 


38

















 


18.1.2           Insurances: the
Borrower shall fail to effect or at all times maintain the insurances required
under this Agreement, including without limitation in the event that any Vessel’s
amounts of hull and machinery and war insurances, whether due to currency
fluctuations or otherwise, shall be less than 120% (one hundred and twenty per
cent) of the Indebtedness relating to the relevant Tranche; or


 


18.1.3           Representations
and warranties: any representation, warranty or
covenant made or provided by the Borrower or any of the Guarantors in this
Agreement or any of the Security Documents or any certificate or statement
delivered or made hereunder, shall prove to have been invalid, unenforceable in
any relevant jurisdiction, incorrect or inaccurate in any material respect when
made; or


 


18.1.4           Breach
of other provisions: the Borrower shall be in breach of
its due performance or observance of any other provision, obligation, promise
or undertaking of this Agreement or any of the Security Documents or there
shall be a breach of the representations or warranties of this Agreement or any
of the Security Documents and such breach shall continue unremedied for 10 calendar
days after the Lender shall have given the Borrower notice of such breach or
failure of due performance; or


 


18.1.5           Cross-default/Borrower: any loan, debt or other obligation
of the Borrower in respect of borrowed money (including under the Loan
Agreement referred to in Clause above) shall become due or declared due and
payable and shall not then be paid, or other debts of the Borrower shall not be
paid when due, unless in the Lender’s opinion contested in good faith by the Borrower
and adequate provision made; or


 


18.1.6           Cross-default/Parent
Companies: 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 Lender’s
reasonable opinion contested in good faith by the relevant Parent Company and
appropriate provision is made; or


 


18.1.7           Other
cross-defaults: the Borrower or any of the
Guarantors shall be in default under any note purchase agreement or any other
agreement, provided that such default involves a claim against such party
exceeding USD 7,500,000 (United States Dollars seven million five hundred thousand);
or


 


18.1.8           Default
under Guarantees: any Continuing Shipowning Company
shall be in default under the Continuing Shipowning Companies Guarantee or any
Parent Company shall be in


 


39

















 


default under the Parent Companies
Guarantee, and such default shall continue unremedied for 10 calendar days
after the Lender shall have given the Borrower notice of such default; or


 


18.1.9           Security
Documents: any of the security contemplated by the Security
Documents is not established, maintained, registered or perfected in accordance
with this Agreement or the Security Documents or shall in good faith become
contested, invalid or unenforceable in full or in part in any jurisdiction in
accordance with their respective terms; or


 


18.1.10         Insolvency: the
Borrower or any of the Guarantors suspends its payments, becomes insolvent
within the meaning of the Danish insolvency legislation or the legislation of
its jurisdiction, is wound up or is declared bankrupt or execution is levied on
its assets or proceedings are commenced by or against it under any insolvency
laws of any jurisdiction and such proceedings are not discharged within 30 days
of having been so commenced and such proceedings shall in the absolute
discretion of the Lender have a material adverse effect on such party’s ability
to perform its obligations hereunder, or the Borrower or any of Guarantors
shall commence proceedings or negotiations with its creditors for a
reorganisation, moratorium, composition of debts or similar arrangement; or


 


18.1.11         Authorisations: any
governmental or other consents, licenses, permissions, approvals, registrations
or authorisations necessary or required for the operation of the Borrower’s or
the Continuing Shipowning Companies’ business, including, without limitation,
the ownership of the Continuing Vessels, or for the validity, enforceability or
legality of this Agreement, the Security Documents or other agreements to which
the Borrower or the Continuing Shipowning Companies are parties are not
obtained, are withdrawn or ceases to be in full force and effect; or


 


18.1.12         Abandonment
of Continuing Vessels: Any of the Continuing Vessels is
abandoned, condemned, looses the right to carry its flag of registration, is
deleted or cancelled from the Cayman Islands Ship Register or sold or disposed
of or if it is captured or seized and possession not regained within 15 days;
or


 


18.1.13         Operation
of Continuing Vessels: any of the Continuing Vessels is
employed in a trade or operated in a manner which is contrary to this Agreement
or any applicable law, regulation or convention or not covered under the
insurances required under Clause 14; or


 


40

















 


18.1.14         Encumbrances: any
mortgage, pledge or other encumbrance is registered on any of the Continuing
Vessels in violation of Clause 13.1 above; or


 


18.1.15         Arrest
of Continuing Vessels: any Continuing Vessel is arrested
or incurs any maritime mortgage or lien with respect to damages, repairs or
otherwise and such arrest, mortgage or lien shall not have been discharged or
otherwise covered within a period of one month, unless contested in good faith;
or


 


18.1.16         Additional
obligations: the Borrower assumes or incurs any obligation in
addition to those of which the Lender has been notified prior to the entering
into of this Agreement, which in the opinion of the Lender has or may have a
material adverse effect on the condition of the Borrower (financial or
otherwise) (It is expressly understood and agreed that the adverse effect
referred to above is such as in the Lender’s opinion must make it more likely
than not that the Borrower would be unable to pay its debts when such debts
become due. If the Lender holds such opinion, the Lender shall so advise the
Borrower in writing, and - without prejudice to the Lender’s right to claim an
Event of Default – the Borrower shall have 14 days within in which to respond
to the Lender’s concerns);


 


18.1.17         Breach
of other undertakings: there is a breach of any of the
undertakings included in the statements referred to in Clauses 16 and 17;


 


18.1.18         Non-enforceability
of Agreement: this Agreement or any of the Security Documents
shall be invalid, not binding, unenforceable or illegal, in whole or in part,
and, if in part, said invalidity, lack of binding effect, unenforceability, or
illegality is deemed by the Lender to be material to the ability of the
Borrower to perform its obligations under this Agreement.


 


18.2              Action following and
Event of Default. In any such case as mentioned in
Clause 18.1 and at any time thereafter and so long as any such Event of Default
continues, the Lender may (in addition to any other remedies available to it or
to the Lender by law):


 


(i)            by written notice to the Borrower declare
that the Indebtedness or any Tranche or part thereof is immediately due and
payable whereupon the same shall become so payable; and/or


 


(ii)           freely choose and decide whether and if
so what Security Documents, including without limitation the Mortgage and the
Parent Companies Guarantee and the Continuing Shipowning Companies Guarantee
should be realised or rights exercised


 


41

















 


under the Security Documents as well as what rights of default or other
remedies are to be established or exercised.


 


18.3              Amount to be repaid. The
amount to be repaid shall be calculated in accordance with Clause 7.1(iv),
however, without prejudice to any other sums owing to the Lender as a result of
the Event of Default.


 


19.                INDEMNITY


 


19.1              Indemnification
obligation. In addition to Default Interest, the Borrower
shall indemnify the Lender against any loss or expense incurred by the Lender
which is attributable to the default by the Borrower in the payment of any sum
due from the Borrower hereunder.


 


19.2              Interest Breakage costs. If for
any reason, including without limitation the occurrence of an Event of Default,
and without prejudice to the foregoing the Loan or any part thereof is prepaid
or repaid to the Lender on a day other than in accordance with this Agreement,
the Borrower shall pay to the Lender on demand such amount as may be necessary
to compensate the Lender for any funding costs, including but not limited to
Interest Breakage Costs.


 


20.                ASSIGNMENT


 


20.1              No assignment by
Borrower. The Borrower may not without the prior written consent of
the Lender assign or transfer its rights or obligations hereunder or any part
thereof, and any purported assignment or transfer shall be void.


 


20.2              Assignment by the Lender. The
Lender is entitled to assign its rights and obligations hereunder, in part or
in whole, to any third party subject to the prior written approval of the
identity of the assignee by the Borrower, which approval shall not be unreasonably
withheld or delayed; provided that the Lender and its affiliated companies
shall maintain an aggregate participation in the aggregate Tranches at least equal
to 50% thereof. The Lender is entitled to transfer the whole or any portion of
its rights and obligations hereunder to any affiliated companies without the
consent of the Borrower. The assignment of all or part of the Lender’s rights
and obligations hereunder shall be effective when the Borrower receives written
notice of such assignment together with a copy of such instrument effecting
such assignment duly executed by the Lender and its assignee. No assignment by
the Lender shall result in the imposition of any costs, losses and expenses or
taxes on the Borrower, and no assignment may be made to any


 


42

















 


person which is not a financial
institution or bank. Upon any assignment, the assignee shall be entitled to the
assignor’s rights under the Security Documents.


 


20.3              Right to disclose
information. The Lender shall be entitled to disclose to any
potential assignee or sub-participant such financial and other information
regarding the Borrower as the Lender deems necessary or appropriate in
connection herewith; provided that any non-public information shall be
disclosed only with the consent of SNSA and provided that the Lender first
obtains from the potential assignee or sub-participant a confidentiality agreement
of a type generally used by banks in connection with syndications.


 


21.                POWER
OF ATTORNEY


 


21.1              Appointment. The
Borrower hereby irrevocably appoints the Lender as its true and lawful attorney-in-fact
with full power to ask, require, demand, call in, endorse, receive, compound
and give acquittance in respect of all money and claims due under or arising
out of this Agreement and the Security Documents and to take all actions and
initiate any proceedings which the Lender in its sole discretion finds appropriate
in order to maintain, enforce, realise or take possession of the assets
encumbered by, the Security Documents.


 


21.2              No court order required. The
Lender shall be entitled to enforce the Security Documents vis-à-vis third parties
without the intervention of any court and this Power of Attorney shall also
constitute the necessary and required authorisation towards public authorities,
the Cayman Islands Ship’s Registry and any and all third parties.


 


21.3              No exercise until
occurrence of Event of Default. The Lender shall not exercise
this Power of Attorney until it has declared that an Event of Default has
occurred.


 


21.4              No liability of Lender. The
Lender shall not be responsible to the Borrower for any loss incurred by the
Borrower as a consequence of the Lender’s rightful exercise of its Power of Attorney
prescribed hereunder.


 


21.5              Separate document. If
requested by the Lender, the Borrower shall issue a separate document
evidencing this Power of Attorney.


 


43

















 


22.                MISCELLANEOUS


 


22.1              No implied waivers. The
Lender’s omission to claim any event as an Event of Default or to invoke any
other rights granted to the Lender hereunder shall not result in the Lender
subsequently at any time not being entitled to claim such event (to the extent
not remedied) or similar events as an Event of Default or invoke such rights.


 


22.2              This Agreement to
prevail. Whenever reference is made to this Agreement it includes
the Security Documents and other documents related to this Agreement. In case
of any discrepancy between this Agreement and the Security Documents or such
other documents, this Agreement shall prevail.


 


22.3              Severability. The
provisions of this Agreement are severable and if any of the obligations of the
Borrower or any of the Guarantors hereunder shall be invalid or unenforceable
in any respect in any jurisdiction, this shall not affect the validity or
enforceability of such obligation in any other jurisdiction or the validity or
enforceability of the remaining obligations in that or any other jurisdiction.


 


22.4              Termination as a result
of illegality. In the event that the Borrower or any of the
Guarantors shall be prevented by law from making any payments to the Lender or
performing any of its other obligations under this Agreement or any of the
Security Documents to which it is a party, if such obligations are deemed by
the Lender to be material to the ability of the Borrower to perform its
obligations under this Agreement, then, this Agreement shall immediately
terminate if so requested by the Lender upon notice to the Borrower (without
prejudice to the rights of the Lender under this Agreement) whereupon all sums
outstanding shall become due and payable by the Borrower to the Lender.


 


23.                LAW
AND JURISDICTION


 


23.1              Governing law. This
Agreement shall be governed by and construed in accordance with Danish law.


 


23.2              Jurisdiction. Any
dispute arising out of or in connection with this Agreement shall be settled by
the Maritime and Commercial Court in Copenhagen, Denmark (Sø- og Handelsretten). This shall,
however, not limit the right of the Lender to initiate proceedings against the
Borrower and/or any of the Guarantors, any of their assets, or for the
enforcement of any of the Security Documents in any other competent
jurisdiction. Any


 


44

















 


decision of the Maritime and
Commercial Court in Copenhagen, Denmark, may be appealed to the Danish Supreme
Court.


 


23.3              Direct enforcement. The
Borrower agrees that the rights of the Lender according to this Agreement and
according to the Security Documents can be enforced directly against the
Borrower and the Security Documents can be enforced directly pursuant to the
principles contained in the Danish Act on Civil Procedure, Section 478, 1, 5.


 


24.                COMMUNICATIONS


 


24.1              Form and addresses. Each
communication (including notices and service of legal proceedings) under this
Agreement shall be made in writing by registered mail, delivered by hand, or
sent by telex or fax in each such case followed by a confirmation in writing. Each
communication or document to be delivered to any party under this Agreement
shall be sent to it at the telex number, fax number or address, and marked for
the attention of the person, as set forth below the relevant party’s name on
the signature pages to this Agreement, or any such other address, telex number,
fax number or person, as any such party may have notified to the other parties
in accordance with this Clause 24.1.


 


24.2              Receipt of
communications. Any communication to a party shall be deemed to be
received by that party, if sent by registered mail, on the date of receipt
indicated on the receipt in respect thereof, if delivered by hand, when
delivered and receipt obtained and, if sent by telex or fax, when sent and
answer back received.


 


24.3              Language. All
communications and documents shall be in English or accompanied by a certified
translation into English.


 


45

















 


In WITNESS whereof this Agreement
has been entered into on the day and in the year stated at the beginning of
this Agreement and signed by the parties:


 


As Borrower,


 


Stolt Tankers Finance B.V:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


As Lender:


 


Danish Ship Finance A/S


(Danmarks Skibskredit A/S):


 


 


	
  Signature:

  	
  /s/ Denis Donbo

  	
   

  	
  /s/ Morten Snede Larsen

  	
   

  
	
  Print Name:

  	
  Denis Donbo

  	
   

  	
  Print Name:

  	
  Morten Snede Larsen

  
	
  Capacity:

  	
  SVP

  	
   

  	
  Capacity:

  	
  A.V.P

  
						



 


46

















 


As joint and several guarantors (selvskyldnerkautionister)
for the full and timely performance of all and any of the Borrower’s obligations
under the Agreement and for the purposes of certain representations and
warranties and undertakings contained in the Agreement:


 


 


The Parent Companies:


 


 


Stolt-Nielsen S.A.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt-Nielsen Transportation Group Ltd., Liberia:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt-Nielsen Transportation Group Ltd., Bermuda:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt-Nielsen Investments N.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


47

















 


Stolt-Nielsen Holdings B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt-Nielsen Transportation Group B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


As joint and several guarantors (selvskyldnerkautionister)
for the full and timely performance of all and any of the Borrower’s obligations
under the Agreement and for the purposes of certain representations and
warranties and undertakings contained in the Agreement:


 


The Continuing Shipowning Companies:


 


Stolt Concept B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt Confidence B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


48

















 


Stolt Creativity B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt Efficiency B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt Effort B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt Innovation B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


 


Stolt Inspiration B.V.:


 


 


	
  Signature:

  	
  /s/ Walter Lion

  	
   

  
	
  Print Name:

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  



 


49

















 


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 23.2 of this Agreement.


 


 


	
  Stolt-Nielsen S.A.:

  	
  Witnessed by:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
  /s/ Morten Schoo Kierolff

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
  Print name:  Morten Schoo Kierolff

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
					



 


50

















 





 


SCHEDULES TO LOAN AGREEMENT


USD 225,779,737.18 EXISTING FINANCING AND USD 100,000,000


NEW FINANCING TOP UP TERM LOAN


 


	
  BETWEEN

  	
   

  	
  Stolt Tankers Finance B.V.

  as Borrower

  
	
   

  	
   

  	
   

  
	
  AND

  	
   

  	
  Danish Ship Finance A/S (Danmarks

  Skibskredit A/S)

  as Lender

  
	
   

  	
   

  	
   

  
	
  DATED

  	
   

  	
  27 October 2005

  
	
   

  	
   

  	
   

  
	
  “Stolt Fleet Loan”

  
	
   

  
	
  DSF-Loan No. 4126

  



 

















 


Schedule 1


 


LIST OF PARTIES AND ADDRESSES FOR NOTICES


 


	
  The Borrower

  	
   

  	
  Address for Notices

  
	
   

  	
   

  	
   

  
	
  Stolt Tankers Finance B.V.

  	
   

  	
  Westerlaan 5

  
	
   

  	
   

  	
  3016 CK Rotterdam

  
	
   

  	
   

  	
  The Netherlands

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: 31 10 299-6640

  
	
   

  	
   

  	
  Fax: 31 10 299-6709

  
	
   

  	
   

  	
  Attn: Mr Piet Hoogland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stolt-Nielsen Transportation Group Ltd.

  
	
   

  	
   

  	
  800 Connecticut Avenue

  
	
   

  	
   

  	
  4th Floor East

  
	
   

  	
   

  	
  Norwalk, CT 06854

  
	
   

  	
   

  	
  U.S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: 1 (203) 299-3658

  
	
   

  	
   

  	
  Fax: 1 (203) 299-3957

  
	
   

  	
   

  	
  Attn: Mr Howard J. Merkel

  
	
   

  	
   

  	
   

  
	
  The Lender

  	
   

  	
  Address for Notices

  
	
   

  	
   

  	
   

  
	
  Danish Ship Finance A/S

  	
   

  	
  Sankt Annæ Plads 3

  
	
  (Danmarks Skibskredit A/S)

  	
   

  	
  DK-1250 Copenhagen K

  
	
   

  	
   

  	
  Denmark

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone: +45 33 33 93 33

  
	
   

  	
   

  	
  Fax: +45 33 33 96 66

  
	
   

  	
   

  	
  Attn: Ms Hanne Pedersen

  



 

















 


Schedule 2


 


FORM OF DRAWDOWN NOTICE


 


	
  From:

  	
   

  	
  Stolt Tankers Finance B.V., Westerlaan 5, 3016 CK Rotterdam, The Netherlands

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Danish Ship Finance A/S (Danmarks Skibskredit A/S), Sankt Annæ Plads 3,
  DK-1250 Copenhagen K, Denmark

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  [•] 2005

  



 


Dear Sirs,


 


LOAN AGREEMENT- USD 225,779,737.18 EXISTING FINANCING AND
USD 100,000,000 NEW FINANCING TOP UP TERM LOAN - NOTICE OF
DRAWDOWN


 


We refer to the loan agreement dated 27 October 2005
(the “Agreement”) between Stolt Tankers Finance B.V., as Borrower and Danish
Ship Finance A/S (Danmarks Skibskredit A/S) as Lender. Terms defined in the
Agreement shall have the same meaning when used herein.


 


1.          Pursuant to
Clause 5 of the Agreement, we hereby give a Drawdown Notice and request that
the Advance in the amount of USD 100,000,000 (net of fees permitted to be
deducted therefrom in accordance with the provisions of Clause 9 of the Agreement)
be disbursed to account no. 40675715 in the name of Stolt Nielsen
Transportation Group at Citibank N.A., New York, NY, Swift CITIUS33.


 


2.          We confirm that


 


(a)             all
applicable conditions precedent set forth in Clause 4 and Part A and Part B of
Schedule 3 of the Agreement have been fulfilled, or that if any document
required by such conditions to be an original has been accepted by the Lender
in the form of a PDF copy or fax copy of such original, then such original
shall be transmitted to the Lender as promptly as possible;


 


(b)             the
representations and warranties made in Clause 16 of the Agreement are true and
correct on and as of the date hereof, as if made on and as of the date hereof;


 


(c)             the undertakings made in
Clause 17 of the Agreement and the requirements as to insurance contained in
Clause 14 of the Agreement have been complied with; and


 

















 


(d)             no Event of
Default or Potential Event of Default, has occurred and is continuing or will
occur on the Drawdown Date.


 


3.          We shall on demand pay and indemnify
the Lender for all costs, losses and expenses incurred by the Lender (including,
without limitation, Interest Breakage Costs, in the event that we, whether by
reason or failure to satisfy any condition precedent or otherwise, fail to draw
the Advance following the delivery of this Drawdown Notice.


 


4.          This Drawdown Notice is irrevocable and unconditional.


 


	
  Yours faithfully,

  
	
   

  
	
  Stolt Tankers Finance B.V.

  
	
   

  
	
   

  	
   

  
	
  Name:

  
	
  Capacity:

  



 


2

















 


Schedule 3


 


CONDITIONS PRECEDENT


 


In this Schedule 3, where certified copies are
required, the copies provided should be certified as true copies by a lawyer, a
company director or the company secretary of the relevant entity.  If an original document has been accepted by
the Lender, in its discretion, in the form of a PDF or faxed copy of the
original, then the original shall be transmitted to the Lender as promptly as
possible.


 


PART A


 


ON OR PRIOR TO THE SIGNING OF THE AGREEMENT


 


1.          CORPORATE DOCUMENTS


 


(a)        The Borrower


 


(i)        Certified copies
of certificate of
incorporation, articles of association and by-laws of the Borrower;


 


(ii)       Certified copies of minutes from a meeting of the
board of directors of the Borrower approving the Borrower’s entering into of
the Agreement and each of the Security Documents to which the Borrower is a
party;


 


(iii)      Certified copies of minutes of a meeting of
shareholders of the Borrower approving the Borrower’s entering into of the
Agreement and each of the Security Documents to which the Borrower is a party,
if such shareholders’ meeting is a requirement for the Borrower;


 


(iv)      A specimen of the signature of each
person authorised on behalf of the Borrower to execute the Agreement and any of
the Security Documents to which the Borrower is a party and to send any
document or notice in connection with the Agreement or any of the Security
Documents to which the Borrower is a party.


 


(v)       To the extent necessary, original powers
of attorney issued by the Borrower in favour of any person executing the
Agreement or any of the Security Documents to which the Borrower is a party.


 

















 


(b)        Each of the Guarantors


 


(i)        Certified copies
of each such companies’ certificate
of incorporation, articles of association and by-laws;


 


(ii)       Certified copies of minutes from a meeting of the
board of directors of each such company approving such company’s signing of the
Agreement and entering into of each of the Security Documents to which such
company is a party;


 


(iii)      Certified copies of minutes of a meeting of
shareholders of such company approving such company’s signing of the Agreement
and entering into of each of the Security Documents to which such Company is a
party, if such shareholders’ meeting is a requirement for such company;


 


(iv)      A specimen of the signature of each person
authorised on behalf of each such company to execute the Agreement and any of
the Security Documents to which such company is a party and to send any
document or notice in connection with the Agreement or any of the Security
Documents to which such company is a party.


 


(v)       To the extent necessary, original powers of attorney
issued by such company in favour of any person executing the Agreement or any
of the Security Documents to which such company is a party.


 


2.         AGREEMENT AND
SECURITY DOCUMENTS


 


(a)        Original Agreement
(together with Schedules) duly executed by all parties thereto.


 


(b)        Original Parent Companies
Guarantee duly executed by all parties thereto.


 


(c)        Original Continuing
Shipowning Companies Guarantee duly executed by all parties thereto.


 


(d)        Original Intermediate
Companies Undertaking duly executed by all parties thereto.


 


(e)        Original Insurances
Assignment securing all Tranches duly executed by all parties thereto.


 


(f)         Original Earnings
Assignment securing all Tranches duly executed by all parties thereto.


 


(g)        Original Mortgage and Deed of Covenants
in respect of each Continuing Vessel securing all Tranches duly executed by all
parties thereto.


 


2

















 


3.         CONTINUING VESSELS DOCUMENTATION


 


(a)         Evidence that each of the
Continuing Vessels is registered with the Cayman Islands Ship Register in the
name of the relevant Continuing Shipowning Company and that such Continuing
Vessels are free of any registered mortgages and encumbrances, other than the
Mortgage in favour of the Lender.


 


(b)         Certified copies of (i) clean class
certificates and (ii) tonnage certificate for each of the Continuing Vessels.


 


(c)         Evidence that the insurances
required to be taken out pursuant to Clause 14 of the Agreement have been taken
out and are in full force and effect.


 


(d)         A certified copy of each charter to
which any of the Continuing Vessels is subject.


 


(e)         A certified copy of the Stolt
Tanker Joint Service Agreement.


 


4.         MISCELLANEOUS


 


(a)         Such
additional documents, opinions, certificates, authorisations or assurances as
the Lender may reasonably require; provided however, that any such additional
material is requested from the Borrower at least three days prior to the
scheduled signing date.


 


 


PART B


 


AT LEAST THREE BANKING DAYS PRIOR TO THE DRAWDOWN DATE


 


1.         PERFECTION OF SECURITY
ARRANGEMENTS


 


(a)         Evidence that the
Insurances Assignment has been perfected in accordance with its terms by way of
notice to the insurers and that loss payable and mortgagee clauses will be
included in the relevant insurances in favour of the Lender.


 


(b)         Evidence that each Mortgage
and Deed of Covenants has been duly registered with the Cayman Islands Ship
Register with first priority.


 


3

















 


2.         LEGAL
OPINIONS


 


(a)         Original legal opinion from
Luxembourg counsel in form and substance satisfactory to the Lender.


 


(b)         Original legal opinion from Alan
Winsor in respect of Liberian law in form and substance satisfactory to the
Lender.


 


(c)         Original legal opinion from Bermuda
counsel in form and substance satisfactory to the Lender.


 


(d)         Original legal opinion from
Netherlands Antilles counsel in form and substance satisfactory to the Lender.


 


(e)         Original legal opinion from Dutch
counsel in form and substance satisfactory to the Lender.


 


(f)          Original legal opinion from Cayman
Islands counsel in form and substance satisfactory to the Lender.


 


(g)         Original legal opinion from Kromann
Reumert, Danish counsel to the Lender, in form and substance satisfactory to
the Lender.


 


3.         MISCELLANEOUS


 


(a)        Such
additional documents, opinions, certificates, authorisations or assurances as
the Lender may reasonably require; provided however, that any such additional
material is requested from the Borrower at least three days prior to the
Drawdown Date.


 


 


4.         LENDER DOCUMENTS


 


(a)        Release
Letters in the form of Schedule 4a for each Released Vessel under the Existing
Loan Agreement and Release Letters in the form of Schedule 4b for each
Continuing Vessel.


 


(b)        Notice
of Release and Reassignment of Insurances for each Vessel.


 


(c)         Evidence
of the signing powers of the persons signing the Agreement and Security
Documents to which the Lender is a party on behalf of the Lender.


 


4

















 


Schedule
4a


FORM OF RELEASE LETTER


 


	
  From:

  	
   

  	
  Danish Ship Finance A/S (Danmarks Skibskredit A/S) (formerly Danish Ship
  Finance (Danmarks Skibskreditfond), Sankt Annæ Plads 3, DK-1250 Copenhagen K,
  Denmark

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Stolt Tankers Finance B.V., Westerlaan 5, 3016 CK Rotterdam, The
  Netherlands

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Each of Stolt Dipper B.V., Stolt Guillemot B.V., Stolt Kite B.V., Stolt
  Kittiwake B.V., Stolt Perseverance B.V., Stolt Petrel B.V., Stolt Tern B.V.

  
	
   

  	
   

  	
  c/o Stolt Tankers Finance B.V.

  
	
   

  	
   

  	
   

  
	
  cc:

  	
   

  	
  Stolt-Nielsen Transportation Group Ltd., 800 Connecticut Avenue, 4th
  Floor East, Norwalk, CT 06854, U.S.A.

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  [•] 2005

  



 


Dear Sirs,


 


Re:          LOAN AGREEMENT DATED 20
NOVEMBER 2002, as amended - USD 318,989,791.10 plus DKK 196,931,7997.75 –
RELEASE LETTER


 


Gentlemen:


 


We refer to the loan agreement between Stolt Tankers
Finance B.V., as Borrower and Danish Ship Finance (Danmarks Skibskreditfond) as
Lender dated 20 November 2002, as amended by Addendum No. 1 thereto dated in
July 2003 and Addendum No. 2 thereto dated 27 July 2005 (as so amended, the “Existing
Loan Agreement”). Terms defined in the Existing Loan Agreement shall have the
same meaning when used herein.


 


In connection with the
Existing Loan Agreement, each of Stolt Dipper B.V., Stolt Guillemot B.V., Stolt Kite
B.V., Stolt Kittiwake B.V., Stolt Perseverance B.V., Stolt Petrel B.V., and
Stolt Tern B.V. (each a “Released Shipowning Company”) entered into:


 


(i)               a separate guarantee dated 20 November
2002 pursuant to which such Released Shipowning Company guaranteed the Borrower’s
full and timely performance of all and any obligations to the Lender under the
Existing Loan Agreement (each of such seven guarantees issued by the Released
Shipowning Companies being herein referred to as a “Guarantees” and, together,
the “Guarantees”);


 

















 


(ii)              a separate first priority assignment of
insurances dated 20 November 2002 pursuant to which such Released Shipowning Company
assigned to the Lender all of its rights, title and interest in and to the
insurances taken out by such Released Shipowning Company in respect of the
Vessel owned by it by way of security for such Released Shipowning Companies
obligations under the Guarantee issued by it (each of such seven assignments of
insurances entered into by the Released Shipowning Companies being herein
referred to as an “Assignment of Insurances” and, together, the “Assignments of
Insurances”);


 


(iii)             a separate first priority assignment of
earnings dated 20 November 2002 pursuant to which such Released Shipowning
Company assigned to the Lender all of its rights, title and interest in and to
all present and future charterparties, bills of lading and contracts of
affreightment in respect of the Vessel owned by it (and all related earnings
and moneys payable) by way of security for such Released Shipowning Companies
obligations under the Guarantee issued by it (each of such seven assignments of
earnings entered into by the Released Shipowning Companies being herein
referred to together as an “Assignment of Earnings” and, together, the “Assignments
of Earnings”);


 


(iv)             a separate deed of covenants dated 20
November 2002 pursuant to which such Released Shipowning Company supplemented
the Mortgage entered into by such Released Shipowning Company (each of such
seven deeds of covenant entered into by the Released Shipowning Companies being
herein referred to together as a “Deed of Covenants” and, together, the “Deeds
of Covenants”).


 


Danish Ship Finance A/S (Danmarks Skibskredit A/S), as
successor in interest to Danish Ship Finance (Danmarks Skibskreditfond) hereby
irrevocably and unconditionally releases each of the Released Shipowning Companies
from all of its obligations under (i) the Existing Loan Agreement, (ii) the
Guarantee issued by it, (iii) the Assignment of Insurances entered into by it,
(iv) the Assignment of Earnings entered into by it and (v) the Deed of
Covenants entered into by it. Upon the signing of this letter by Danish Ship
Finance A/S (Danmarks Skibskredit A/S), as successor in interest to Danish Ship
Finance (Danmarks Skibskreditfond), each of the Existing Loan Agreement (as it
regards the Released Shipowning Companies), the Guarantees, the Assignments of
Insurances, the Assignments of Earnings and the Deeds of Covenants shall
terminate and, where relevant, be reassigned to the Released Shipowning Companies
and the Released Shipowning Companies and the Lender shall no longer have any
rights or obligations one to the other under any of such documents.


 


Danish Ship Finance A/S (Danmarks Skibskredit A/S)
hereby authorises the Borrower and each of the Released Shipowning Companies to
send such notices and take such action as they may deem to be necessary in
order to notify any relevant insurer or broker of the release of the
Assignments of Insurances in respect of the Vessels owned by the Released
Shipowning Companies pursuant to this letter and to cancel any co-assured or
loss payee or mortgagee interest clauses created in favour of the Lender
pursuant to the terms of the Assignments of Insurances. The Lender, at the
Released Shipowning Companies’


 


2

















 


expense, shall execute and deliver to the brokers
and/or the managers of any association or Club in which a Vessel owned by a Released
Shipowning Company may be entered, a notice of reassignment substantially in
the form set out in Schedule 1 to this letter. The Lender, at the Released
Shipowning Companies’ expense shall execute and do all such other assurances,
deeds, acts and things as the Released Shipowning Companies may reasonably
request in writing, delivered to the Lender on or prior to the date which is 90
days following the date hereof, in connection with discharges, releases and reassignments
contained in this Release Letter.


 


This letter shall be governed by and construed in
accordance with Danish law.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Danish Ship Finance
  A/S (Danmarks Skibskredit A/S), as successor in interest to Danish Ship Finance
  (Danmarks Skibskreditfond)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


Schedule 1 to Release Letter


 


Notice of release and reassignment
of insurances


 


We, Danish Ship Finance A/S (Danmarks Skibskredit A/S) as successor in
interest to Danish Ship Finance (Danmarks Skibskreditfond), HEREBY GIVE NOTICE
that, pursuant to a letter of release dated [•] 2005 we have
released and reassigned absolutely to [Shipowner] all our right, title and
interest in and to and all benefit of all policies and contracts of insurance
whatsoever and all entries of the ships referred to in the schedule attached in
any protection and indemnity and war risks association which were at any time
whatsoever or are now effected including all proceeds and profits thereof, all
claims of whatever nature, returns of premium and all benefits thereunder and
our right to negotiate and settle all claims thereunder in respect of an actual
or constructive or arranged, agreed or compromised total loss which were
assigned to us by an insurance assignment dated November 20, 2002.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
			



 


 


4

















 


Schedule of insurances to be released from assignment


 


[•]


 


5

















 


Schedule
4b


 


FORM OF RELEASE LETTER


 


	
  From:

  	
   

  	
  Danish Ship Finance A/S (Danmarks Skibskredit A/S) (formerly Danish Ship
  Finance (Danmarks Skibskreditfond), Sankt Annæ Plads 3, DK-1250 Copenhagen K,
  Denmark

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Stolt Tankers Finance B.V., Westerlaan 5, 3016 CK Rotterdam, The
  Netherlands

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Each of Stolt Concept B.V., Stolt Confidence B.V., Stolt Creativity
  B.V., Stolt Efficiency B.V., Stolt Effort B.V., Stolt Innovation B.V., Stolt
  Inspiration B.V.

  
	
   

  	
   

  	
  c/o Stolt Tankers Finance B.V.

  
	
   

  	
   

  	
   

  
	
  cc:

  	
   

  	
  Stolt-Nielsen Transportation Group Ltd., 800 Connecticut Avenue, 4th
  Floor East, Norwalk, CT 06854, U.S.A.

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  [•] 2005

  



 


Dear Sirs,


 


Re:          LOAN AGREEMENT DATED 20
NOVEMBER 2002, as amended - USD 318,989,791.10 plus DKK 196,931,7997.75 -
RELEASE LETTER


 


Gentlemen:


 


We refer to the loan agreement between Stolt Tankers
Finance B.V., as Borrower and Danish Ship Finance (Danmarks Skibskreditfond) as
Lender dated 20 November 2002, as amended by Addendum No. 1 thereto dated in
July 2003 and Addendum No. 2 thereto dated 27 July 2005 (as so amended, the “Existing
Loan Agreement”). Terms defined in the Existing Loan Agreement shall have the
same meaning when used herein.


 


In connection with the
Existing Loan Agreement, each of Stolt Concept B.V., Stolt Confidence B.V., Stolt
Creativity B.V., Stolt Efficiency B.V., Stolt Effort B.V., Stolt Innovation
B.V., Stolt Inspiration B.V. (each a “Continuing Shipowning Company”) entered
into, among other things, a separate first priority assignment of insurances
dated 20 November 2002 pursuant to which such Continuing Shipowning Company
assigned to the Lender all of its rights, title and interest in and to the
insurances taken out by such Continuing Shipowning Company in respect of the
Vessel owned by it by way of security for such Continuing Shipowning Companies
obligations under the guarantee issued by it of the Borrower’s performance of
its obligations to the Lender under the Existing Loan Agreement (each of such
seven assignments of insurances entered into by the Continuing Shipowning
Companies being herein referred to as an “Assignment of Insurances” and,
together, the “Assignments of Insurances”).


 

















 


Danish Ship Finance A/S (Danmarks Skibskredit A/S), as
successor in interest to Danish Ship Finance (Danmarks Skibskreditfond) hereby
irrevocably and unconditionally releases each of the Continuing Shipowning
Companies from all of its obligations under the Assignment of Insurances
entered into by it. Upon the signing of this letter by Danish Ship Finance A/S
(Danmarks Skibskredit A/S), as successor in interest to Danish Ship Finance
(Danmarks Skibskreditfond), the Assignments of Insurances shall terminate and
be reassigned to the Continuing Shipowning Companies and the Continuing
Shipowing Companies and the Lender shall no longer have any rights or
obligations one to the other under the Assignments of Insurances.


 


Danish Ship Finance A/S (Danmarks Skibskredit A/S)
hereby authorises the Borrower and each of the Continuing Shipowning Companies
to send such notices and take such action as they may deem to be necessary in
order to notify any relevant insurer or broker of the release of the
Assignments of Insurances in respect of the Vessels owned by the Continuing
Shipowning Companies pursuant to this letter and to cancel any co-assured or
loss payee or mortgagee interest clauses created in favour of the Lender
pursuant to the terms of the Assignments of Insurances. The Lender, at the
Continuing Shipowning Companies’ expense, shall execute and deliver to the
brokers and/or the managers of any association or Club in which a Vessel owned
by a Continuing Shipowning Company may be entered, a notice of reassignment substantially
in the form set out in Schedule 1 to this letter. The Lender, at the Continuing
Shipowning Companies’ expense shall execute and do all such other assurances,
deeds, acts and things as the Continuing Shipowning Companies may reasonably
request in writing, delivered to the Lender on or prior to the date which is 90
days following the date hereof, in connection with discharges, releases and
reassignments contained in this Release Letter.


 


The letter shall be governed by and construed in accordance with Danish
law.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Danish Ship Finance
  A/S (Danmarks Skibskredit A/S), as successor in interest to Danish Ship Finance
  (Danmarks Skibskreditfond)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


2

















 


Schedule 1 to Release Letter


 


Notice of release and reassignment
of insurances


 


Without prejudice to the insurance assignment entered into by [Shipowner]
in our favour pursuant to an insurance assignment dated 27 October 2005, we,
Danish Ship Finance A/S (Danmarks Skibskredit A/S) as successor in interest to
Danish Ship Finance (Danmarks Skibskreditfond), HEREBY GIVE NOTICE that,
pursuant to a letter of release dated [•] 2005 we have
released and reassigned absolutely to [Shipowner] all our right, title and
interest in and to and all benefit of all policies and contracts of insurance
whatsoever and all entries of the ships referred to in the schedule attached in
any protection and indemnity and war risks association which were at any time
whatsoever or are now effected including all proceeds and profits thereof, all
claims of whatever nature, returns of premium and all benefits thereunder and
our right to negotiate and settle all claims thereunder in respect of an actual
or constructive or arranged, agreed or compromised total loss which were
assigned to us by an insurance assignment dated November 20, 2002.


 


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
			



 


3

















 


Schedule of insurances to be released from assignment


 


[•]


 


4

















 


Schedule 5


 


STOLT NIELSEN S.A. AND SUBSIDIARIES


 


USD 225,779,737 Existing Financing and USD
100,000,000 New Financing Top Up Term Loan


 


	
  A

  	
  Consolidated Tangible Net Worth

  	
   

  	
   

  	
   

  
	
   

  	
  Capital Stock

  	
   

  	
   

  	
   

  
	
   

  	
  Paid-in Surplus

  	
   

  	
   

  	
   

  
	
   

  	
  Retained Earnings

  	
   

  	
   

  	
   

  
	
   

  	
  less: Treasury Stock

  	
   

  	
   

  	
   

  
	
   

  	
  less: Intangible Assets

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Consolidated Tangible Net Worth

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum Consolidated Tangible Net Worth

  	
   

  	
  $

  	
  600,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B

  	
  Consolidated Debt

  	
   

  	
   

  	
   

  
	
   

  	
  Short-Term Banks Loans

  	
   

  	
   

  	
   

  
	
   

  	
  Current Maturities of Long Term Debt

  	
   

  	
   

  	
   

  
	
   

  	
  Current Maturities of Long Term Capitalized Leases

  	
   

  	
   

  	
   

  
	
   

  	
  Long Term Debt (net of current portion)

  	
   

  	
   

  	
   

  
	
   

  	
  Long Term Capitalized Lease Obligations

  	
   

  	
   

  	
   

  
	
   

  	
  Acceptance Credits

  	
   

  	
   

  	
   

  
	
   

  	
  Guarantees of third-party obligations

  	
   

  	
   

  	
   

  
	
   

  	
  less: Cash-Covered Debt

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Consolidated Debt

  	
   

  	
   

  	
   

  
	
   

  	
  Consolidated Tangible Net Worth

  	
   

  	
   

  	
   

  
	
   

  	
  Ratio of Consolidated Debt to Consolidated Tangible Net Worth

  	
   

  	
   

  	
   

  
	
   

  	
  Maximum Ratio of Consolidated Debt to Consolidated Tangible Net Worth

  	
   

  	
  2.00

  	
   

  
	
   

  	
  As of and for the period ended
  [•]
  200[•]
  (figures in USD 000s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Feb.28.05

  	
   

  	
  May.31.05

  	
   

  	
  Aug.31.05

  	
   

  	
  Nov.30.05

  	
   

  	
  Total

  	
   

  
	
  C

  	
  Consolidated EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Net Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Interest Expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Taxation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Dep’n/Amort/Non-cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EBITDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Consolidated EBITDA

  	
   

  	
   

  	
   

  
	
   

  	
  Consolidated Interest Expense

  	
   

  	
   

  	
   

  
	
   

  	
  Ratio of Consolidated EBITDA to Consolidated Interest Expense

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum Ratio of Consolidated EBITDA to Consolidated Interest Expense

  	
   

  	
  2.00

  	
   

  
														



 

















 


	
  STOLT-NIELSEN S.A.

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  	
   

  



 


2

















 


	
   

  	
  Schedule 6

  



 


REPAYMENT
SCHEDULES


 

















 


	
  Danmarks Skibskredit

  	
   

  	
  27/10/2005

  
	
  Sankt Annae Plads 3

  	
   

  	
   

  
	
  1250 Køsbenhavn K

  	
   

  	
   

  



 


Repayment
Plan


 


Customer:    Stolt Tankers Finance B.V., Westerlaan 5,
3016 CK Rotterdam, Netherlands


 


	
  Credit no /Loan no.

  	
   

  	
  4126/101451

  	
   

  	
  Disbursement dale:

  	
   

  	
  01/11/2005

  
	
  Loan Amount:

  	
   

  	
  USD 15,186,547.56

  	
   

  	
  Date of 1. payment:

  	
   

  	
  01/05/2006

  
	
  Loan setup:

  	
   

  	
  Markedslan (kontant), fixed rente

  	
   

  	
  No. of payments per year

  	
   

  	
  2

  
	
  Interest (ex. margin)

  	
   

  	
  0.000000%

  	
   

  	
  Total no. of payments:

  	
   

  	
  20

  
	
  Interest Calculation:

  	
   

  	
  366 / 360

  	
   

  	
  Balloon:

  	
   

  	
  5,062,182.56

  
	
  Current margin

  	
   

  	
   

  	
   

  	
  Free terms

  	
   

  	
  0

  



 


	
  Transaction

  	
   

  	
  Due date

  	
   

  	
  Pay date

  	
   

  	
  Interest

  	
   

  	
  Instalment

  	
   

  	
  Fees

  	
   

  	
  Total payable

  	
   

  	
  Loan balance 

  	
   

  	
  Status

  	
   

  
	
  Drawdown

  	
   

  	
  01/11/2005

  	
   

  	
  01/11/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  15,186,547.56

  	
   

  	
  15,186,547.56

  	
   

  	
   

  	
   

  
	
  1. Payment

  	
   

  	
  02/05/2006

  	
   

  	
  02/05/2006

  	
   

  	
  427,644.74

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  933,862.99

  	
   

  	
  14,680,329.31

  	
   

  	
   

  	
   

  
	
  2. Payment

  	
   

  	
  01/11/2006

  	
   

  	
  01/11/2006

  	
   

  	
  416,661.30

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  921,879.55

  	
   

  	
  14,174,111.06

  	
   

  	
   

  	
   

  
	
  3. Payment

  	
   

  	
  01/06/2007

  	
   

  	
  01/05/2007

  	
   

  	
  396,942.04

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  903,160.29

  	
   

  	
  13,667,892.81

  	
   

  	
   

  	
   

  
	
  4. Payment

  	
   

  	
  01/11/2007

  	
   

  	
  01/11/2007

  	
   

  	
  389,109.73

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  895,327.08

  	
   

  	
  13,161,674.56

  	
   

  	
   

  	
   

  
	
  5. Payment

  	
   

  	
  02/05/2008

  	
   

  	
  02/05/2008

  	
   

  	
  372,661.85

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  878,880.10

  	
   

  	
  12,655,456.31

  	
   

  	
   

  	
   

  
	
  6. Payment

  	
   

  	
  03/11/2006

  	
   

  	
  03/11/2008

  	
   

  	
  362,244.86

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  868,463.11

  	
   

  	
  12,149,238.06

  	
   

  	
   

  	
   

  
	
  7. Payment

  	
   

  	
  01/05/2009

  	
   

  	
  01/05/2009

  	
   

  	
  336,476.52

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  842,694.77

  	
   

  	
  11,643,019.81

  	
   

  	
   

  	
   

  
	
  8. Payment

  	
   

  	
  02/11/2009

  	
   

  	
  02/11/2009

  	
   

  	
  333,265.27

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  839,483.52

  	
   

  	
  11,136,801.56

  	
   

  	
   

  	
   

  
	
  9. Payment

  	
   

  	
  04/05/2010

  	
   

  	
  04/05/2010

  	
   

  	
  315,329 25

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  821,547.50

  	
   

  	
  10,630,583.31

  	
   

  	
   

  	
   

  
	
  10. Payment

  	
   

  	
  01/11/2010

  	
   

  	
  01/11/2010

  	
   

  	
  297,706.53

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  803,924.78

  	
   

  	
  10,124,365.06

  	
   

  	
   

  	
   

  
	
  11. Payment

  	
   

  	
  03/05/2011

  	
   

  	
  03/05/2011

  	
   

  	
  286,662.93

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  792,881.21

  	
   

  	
  9,618,146.81

  	
   

  	
   

  	
   

  
	
  12. Payment

  	
   

  	
  01/11/2011

  	
   

  	
  01/11/2011

  	
   

  	
  270,841.67

  	
   

  	
  509,218.25

  	
   

  	
  0.00

  	
   

  	
  777,059.92

  	
   

  	
  9,111,928.56

  	
   

  	
   

  	
   

  
	
  13. Payment

  	
   

  	
  01/05/2012

  	
   

  	
  01/05/2012

  	
   

  	
  256,586.85

  	
   

  	
  506,218.25

  	
   

  	
  0,00

  	
   

  	
  762,805.10

  	
   

  	
  8,605,710.31

  	
   

  	
   

  	
   

  
	
  14. Payment

  	
   

  	
  01/11/2012

  	
   

  	
  01/11/2012

  	
   

  	
  244,995.01

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  751,213.26

  	
   

  	
  8,099,492.06

  	
   

  	
   

  	
   

  
	
  15. Payment

  	
   

  	
  01/05/2013

  	
   

  	
  01/05/2013

  	
   

  	
  226,824.02

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  733,042.27

  	
   

  	
  7,593,273.81

  	
   

  	
   

  	
   

  
	
  16. Payment

  	
   

  	
  01/11/2013

  	
   

  	
  01/11/2013

  	
   

  	
  218,172.07

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  722,390.32

  	
   

  	
  7,087,055.56

  	
   

  	
   

  	
   

  
	
  17. Payment

  	
   

  	
  01/05/2014

  	
   

  	
  01/05/2014

  	
   

  	
  198,471.02

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  704,689.27

  	
   

  	
  6,580,837.31

  	
   

  	
   

  	
   

  
	
  18. Payment

  	
   

  	
  03/11/2014

  	
   

  	
  03/11/2014

  	
   

  	
  189,385.52

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  695,603.77

  	
   

  	
  6,074,619.06

  	
   

  	
   

  	
   

  
	
  19. Payment

  	
   

  	
  06/05/2015

  	
   

  	
  05/05/2015

  	
   

  	
  171,997.78

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  678,216.03

  	
   

  	
  5,566,400.81

  	
   

  	
   

  	
   

  
	
  20. Payment

  	
   

  	
  02/11/2015

  	
   

  	
  02/11/2015

  	
   

  	
  155,941.52

  	
   

  	
  5,568,400.81

  	
   

  	
  0.00

  	
   

  	
  5,724,342.33

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  



 

















 


Repayment Plan


 


Customer:    Stolt Tankers Finance B.V., Westerlaan 5,
3016 CK Rotterdam, Netherlands


 


	
  Credit no./Loan no

  	
   

  	
  4126/101452

  	
   

  	
  Disbursement date:

  	
   

  	
  01/11/2005

  
	
  Loan Amount:

  	
   

  	
  USD 14,555,964.27

  	
   

  	
  Date of 1. payment:

  	
   

  	
  01/05/2006

  
	
  Loan setup:

  	
   

  	
  Markedslan (kontant), fixed rente

  	
   

  	
  No of payments per year

  	
   

  	
  2

  
	
  Interest (ex margin)

  	
   

  	
  0 000000%

  	
   

  	
  Total no. of payments:

  	
   

  	
  20

  
	
  Interest Calculation:

  	
   

  	
  366/360

  	
   

  	
  Balloon:

  	
   

  	
  4,851,988.07

  
	
  Current margin

  	
   

  	
   

  	
   

  	
  Free terms

  	
   

  	
  0

  



 


	
  Transaction

  	
   

  	
  Due date

  	
   

  	
  Pay date

  	
   

  	
  Interest

  	
   

  	
  Instalment

  	
   

  	
  Fees

  	
   

  	
  Total payable

  	
   

  	
  Loan balance 

  	
   

  	
  Status

  	
   

  
	
  Drawdown

  	
   

  	
  01/11/2005

  	
   

  	
  01/11/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  14,555,964.27

  	
   

  	
  14,555,964.27

  	
   

  	
   

  	
   

  
	
  1. Payment

  	
   

  	
  02/05/2006

  	
   

  	
  02/05/2006

  	
   

  	
  409,887.87

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  895,086.68

  	
   

  	
  14,070,765.46

  	
   

  	
   

  	
   

  
	
  2. Payment

  	
   

  	
  01/11/2006

  	
   

  	
  01/11/2006

  	
   

  	
  398,402.00

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  883,600.81

  	
   

  	
  13,585,566.65

  	
   

  	
   

  	
   

  
	
  3. Payment

  	
   

  	
  01/05/2007

  	
   

  	
  01/05/2007

  	
   

  	
  380,460.02

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  865,658.83

  	
   

  	
  13,100,367.84

  	
   

  	
   

  	
   

  
	
  4. Payment

  	
   

  	
  01/11/2007

  	
   

  	
  01/11/2007

  	
   

  	
  372,952.91

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  858,151.72

  	
   

  	
  12,615,169.03

  	
   

  	
   

  	
   

  
	
  5. Payment

  	
   

  	
  02/05/2008

  	
   

  	
  02/05/2008

  	
   

  	
  357,188.00

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  842,386.81

  	
   

  	
  12,129,970.22

  	
   

  	
   

  	
   

  
	
  6. Payment

  	
   

  	
  03/11/2008

  	
   

  	
  03/11/2008

  	
   

  	
  347,203.55

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  832,402.36

  	
   

  	
  11,644,771.41

  	
   

  	
   

  	
   

  
	
  7. Payment

  	
   

  	
  01/05/2009

  	
   

  	
  01/05/2009

  	
   

  	
  322,505.18

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  807,703.99

  	
   

  	
  11,159,572.60

  	
   

  	
   

  	
   

  
	
  8. Payment

  	
   

  	
  02/11/2009

  	
   

  	
  02/11/2009

  	
   

  	
  319,427.27

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  804,626.08

  	
   

  	
  10,674,373.79

  	
   

  	
   

  	
   

  
	
  9. Payment

  	
   

  	
  04/05/2010

  	
   

  	
  04/05/2010

  	
   

  	
  302,236.00

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  787,434.81

  	
   

  	
  10,189,174.98

  	
   

  	
   

  	
   

  
	
  10. Payment

  	
   

  	
  01/11/2010

  	
   

  	
  01/11/2010

  	
   

  	
  285,345.01

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  770,543.82

  	
   

  	
  9,703,976.17

  	
   

  	
   

  	
   

  
	
  11. Payment

  	
   

  	
  03/05/2011

  	
   

  	
  03/05/2011 

  	
   

  	
  274,760.00 

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  759,958.81 

  	
   

  	
  9,218,777.36

  	
   

  	
   

  	
   

  
	
  12. Payment

  	
   

  	
  01/11/2011

  	
   

  	
  01/11/2011

  	
   

  	
  259,595.65

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  744,794.46

  	
   

  	
  8,733,578.55

  	
   

  	
   

  	
   

  
	
  13. Payment

  	
   

  	
  01/05/2012

  	
   

  	
  01/05/2012

  	
   

  	
  245,932.72

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  731,131.53

  	
   

  	
  8,248,379.74

  	
   

  	
   

  	
   

  
	
  14. Payment

  	
   

  	
  01/11/2012

  	
   

  	
  01/11/2012

  	
   

  	
  234,822.21

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  720,021.02

  	
   

  	
  7,763,180.93

  	
   

  	
   

  	
   

  
	
  15. Payment

  	
   

  	
  01/05/2013

  	
   

  	
  01/05/2013

  	
   

  	
  217,405.72

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  702,604.53

  	
   

  	
  7,277,982.12

  	
   

  	
   

  	
   

  
	
  16. Payment

  	
   

  	
  01/11/2013

  	
   

  	
  01/11/2013

  	
   

  	
  207,196.06

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  692,394.87

  	
   

  	
  6,792,783.31

  	
   

  	
   

  	
   

  
	
  17. Payment

  	
   

  	
  01/05/2014

  	
   

  	
  01/05/2014

  	
   

  	
  190,230.01

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  675,428.82

  	
   

  	
  6,307,584.50

  	
   

  	
   

  	
   

  
	
  18. Payment

  	
   

  	
  03/11/2014

  	
   

  	
  03/11/2014

  	
   

  	
  181,521.76

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  666,720.57

  	
   

  	
  5,822,385.69

  	
   

  	
   

  	
   

  
	
  19. Payment

  	
   

  	
  05/05/2015

  	
   

  	
  05/05/2015

  	
   

  	
  164,856.00

  	
   

  	
  485,198.81

  	
   

  	
  0.00

  	
   

  	
  650,054.81

  	
   

  	
  5,337,186.88

  	
   

  	
   

  	
   

  
	
  20. Payment

  	
   

  	
  02/11/2015

  	
   

  	
  02/11/2015

  	
   

  	
  149,466.44

  	
   

  	
  5,337,186.88

  	
   

  	
  0.00

  	
   

  	
  5,486,653.32

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  



 

















 


Repayment
Plan


 


Customer:    Stolt Tankers Finance B.V., WesterJaan 5,
3016 CK Rotterdam, Netherlands


 


	
  Credit no. /Loan no.

  	
   

  	
  4126 / 101453

  	
   

  	
  Disbursement date:

  	
   

  	
  01/11/2005

  
	
  Loan Amount:

  	
   

  	
  USD 13,504,992.12

  	
   

  	
  Date of 1. payment:

  	
   

  	
  01/05/2006

  
	
  Loan setup:

  	
   

  	
  Markedslan (kontant), fixed rente

  	
   

  	
  No. of payments per year

  	
   

  	
  2

  
	
  Interest (ex. margin)

  	
   

  	
  0.000000%

  	
   

  	
  Total no. of payments:

  	
   

  	
  20

  
	
  Interest Calculation:

  	
   

  	
  366 / 360

  	
   

  	
  Balloon:

  	
   

  	
  4,501,664.12

  
	
  Current margin

  	
   

  	
   

  	
   

  	
  Free terms

  	
   

  	
  0

  



 


	
  Transaction

  	
   

  	
  Due date

  	
   

  	
  Pay date

  	
   

  	
  Interest

  	
   

  	
  Instalment

  	
   

  	
  Fees

  	
   

  	
  Total payable

  	
   

  	
  Loan balance 

  	
   

  	
  Status

  	
   

  
	
  Drawdown

  	
   

  	
  01/11/2005

  	
   

  	
  01/11/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  13,504,992.12

  	
   

  	
  13,504,992.12

  	
   

  	
   

  	
   

  
	
  1. Payment

  	
   

  	
  02/05/2006

  	
   

  	
  02/05/2006

  	
   

  	
  380,293.07

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  630.459.47

  	
   

  	
  13,054,825.72

  	
   

  	
   

  	
   

  
	
  2. Payment

  	
   

  	
  01/11/2006

  	
   

  	
  01/11/2006

  	
   

  	
  369,636.51

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  819.802.91

  	
   

  	
  12,604,659.32

  	
   

  	
   

  	
   

  
	
  3. Payment

  	
   

  	
  01/05/2007

  	
   

  	
  01/05/2007

  	
   

  	
  352,989.99

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  803.156.39

  	
   

  	
  12,154,492.92

  	
   

  	
   

  	
   

  
	
  4. Payment

  	
   

  	
  01/11/2007

  	
   

  	
  01/11/2007

  	
   

  	
  346,024.90

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  796.191.30

  	
   

  	
  11,704,326.52

  	
   

  	
   

  	
   

  
	
  5. Payment

  	
   

  	
  02/05/2008

  	
   

  	
  02/05/2008

  	
   

  	
  331,398.26

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  781.564.66

  	
   

  	
  11,254,160.12

  	
   

  	
   

  	
   

  
	
  6. Payment

  	
   

  	
  03/11/2008

  	
   

  	
  03/11/2008

  	
   

  	
  322,134.70

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  772,301.10

  	
   

  	
  10,803,993.72

  	
   

  	
   

  	
   

  
	
  7. Payment

  	
   

  	
  01/05/2009

  	
   

  	
  01/05/2009

  	
   

  	
  299,219.61

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  749,386.01

  	
   

  	
  10,353,827.32

  	
   

  	
   

  	
   

  
	
  8. Payment

  	
   

  	
  02/11/2009

  	
   

  	
  02/11/2009

  	
   

  	
  296,363.93

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  746.530.33

  	
   

  	
  9,903,660.92

  	
   

  	
   

  	
   

  
	
  9. Payment

  	
   

  	
  04/05/2010

  	
   

  	
  04/05/2010

  	
   

  	
  280,413.91

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  730.580.31

  	
   

  	
  9,453,494.52

  	
   

  	
   

  	
   

  
	
  10. Payment

  	
   

  	
  01/11/2010

  	
   

  	
  01/11/2010

  	
   

  	
  264,742.49

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  714,908.89

  	
   

  	
  9,003,328.12

  	
   

  	
   

  	
   

  
	
  11. Payment

  	
   

  	
  03/05/2011

  	
   

  	
  03/05/2011

  	
   

  	
  254,921.73

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  705,088.13

  	
   

  	
  8,553,161.72

  	
   

  	
   

  	
   

  
	
  12. Payment

  	
   

  	
  01/11/2011

  	
   

  	
  01/11/2011

  	
   

  	
  240,852.28

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  691.018.68

  	
   

  	
  8,102,995.32

  	
   

  	
   

  	
   

  
	
  13. Payment

  	
   

  	
  01/05/2012

  	
   

  	
  01/05/2012

  	
   

  	
  228,175.84

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  678.342.24

  	
   

  	
  7,652,828.92

  	
   

  	
   

  	
   

  
	
  14. Payment

  	
   

  	
  01/11/2012

  	
   

  	
  01/11/2012

  	
   

  	
  217,867.54

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  668.033.94

  	
   

  	
  7,202,662.52

  	
   

  	
   

  	
   

  
	
  15. Payment

  	
   

  	
  01/05/2013

  	
   

  	
  01/05/2013

  	
   

  	
  201,708.56

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  651.874.96

  	
   

  	
  6,752,496.12

  	
   

  	
   

  	
   

  
	
  16. Payment

  	
   

  	
  01/11/2013

  	
   

  	
  01/11/2013

  	
   

  	
  192,236.07

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  642.402.47

  	
   

  	
  6,302,329.72

  	
   

  	
   

  	
   

  
	
  17. Payment

  	
   

  	
  01/05/2014

  	
   

  	
  01/05/2014

  	
   

  	
  176,494.99

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  626,661.39

  	
   

  	
  5,852,163.32

  	
   

  	
   

  	
   

  
	
  18. Payment

  	
   

  	
  03/11/2014

  	
   

  	
  03/11/2014

  	
   

  	
  168,415.51

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  618.581.91

  	
   

  	
  5,401,996.92

  	
   

  	
   

  	
   

  
	
  19. Payment

  	
   

  	
  05/05/2015

  	
   

  	
  05/05/2015

  	
   

  	
  152,953.04

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  603.119.44

  	
   

  	
  4,951,830.52

  	
   

  	
   

  	
   

  
	
  20. Payment

  	
   

  	
  02/11/2015

  	
   

  	
  02/11/2015

  	
   

  	
  138,674.64

  	
   

  	
  4,951,830.52

  	
   

  	
  0.00

  	
   

  	
  5,090,505.16

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  



 

















 


Repayment Plan


 


Customer:     Stolt Tankers Finance B.V., Westerlaan 5,
3016 CK Rotterdam, Netherlands


 


	
  Credit no,/Loan no.

  	
   

  	
  4126/101454

  	
   

  	
  Disbursement date:

  	
   

  	
  01/11/2005

  
	
  Loan Amount:

  	
   

  	
  USD 13,504,992.12

  	
   

  	
  Date of 1 payment:

  	
   

  	
  01/05/2003

  
	
  Loan setup:

  	
   

  	
  Markedslan (kontant), fixed rente

  	
   

  	
  No. of payments per year

  	
   

  	
  2

  
	
  Interest (ex. margin)

  	
   

  	
  0 000000%

  	
   

  	
  Total no. of payments:

  	
   

  	
  20

  
	
  Interest Calculation:

  	
   

  	
  366 / 360

  	
   

  	
  Balloon:

  	
   

  	
  4,501,664 12

  
	
  Current margin

  	
   

  	
   

  	
   

  	
  Free terms

  	
   

  	
  0

  



 


	
  Transaction

  	
   

  	
  Due date

  	
   

  	
  Pay date

  	
   

  	
  Interest

  	
   

  	
  Instalment

  	
   

  	
  Fees

  	
   

  	
  Total payable

  	
   

  	
  Loan balance 

  	
   

  	
  Status

  	
   

  
	
  Drawdown

  	
   

  	
  01/11/2005

  	
   

  	
  01/11/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  13,504,992.12

  	
   

  	
  13,504,992.12

  	
   

  	
   

  	
   

  
	
  1. Payment

  	
   

  	
  02/05/2008

  	
   

  	
  02/05/2006

  	
   

  	
  380,293.07

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  830,459.47

  	
   

  	
  13,054,859.72

  	
   

  	
   

  	
   

  
	
  2. Payment

  	
   

  	
  01/11/2009

  	
   

  	
  01/11/2006

  	
   

  	
  369,836.51

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  819,802.91

  	
   

  	
  12,604,859.32

  	
   

  	
   

  	
   

  
	
  3. Payment

  	
   

  	
  01/05/2007

  	
   

  	
  01/05/2007

  	
   

  	
  352,989.99

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  803,156.39

  	
   

  	
  12,154,492 92

  	
   

  	
   

  	
   

  
	
  4. Payment

  	
   

  	
  01/11/2007

  	
   

  	
  01/11/2007

  	
   

  	
  346,024.90

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  796,191.30

  	
   

  	
  11,704,326.62

  	
   

  	
   

  	
   

  
	
  5. Payment

  	
   

  	
  02/05/2008

  	
   

  	
  02/05/2008

  	
   

  	
  331,398.26

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  781,564.66

  	
   

  	
  11,254,160.12

  	
   

  	
   

  	
   

  
	
  6. Payment

  	
   

  	
  03/11/2006

  	
   

  	
  03/11/2008

  	
   

  	
  322,134.70

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  772,301.10

  	
   

  	
  10,803,993.72

  	
   

  	
   

  	
   

  
	
  7. Payment

  	
   

  	
  01/05/2009

  	
   

  	
  01/05/2009

  	
   

  	
  299,219.61

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  749,386.01

  	
   

  	
  10,353,927.32

  	
   

  	
   

  	
   

  
	
  8. Payment

  	
   

  	
  02/11/2009

  	
   

  	
  02/11/2009

  	
   

  	
  296,363.93

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  746,530.33

  	
   

  	
  9,903,660.92

  	
   

  	
   

  	
   

  
	
  9. Payment

  	
   

  	
  04/05/2010

  	
   

  	
  04/05/2010

  	
   

  	
  280,413.91

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  730,580.31

  	
   

  	
  9,453,494.52

  	
   

  	
   

  	
   

  
	
  10. Payment

  	
   

  	
  01/11/2010

  	
   

  	
  01/11/2010

  	
   

  	
  264,742.49

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  714,906.89

  	
   

  	
  9,003,328.12

  	
   

  	
   

  	
   

  
	
  11. Payment

  	
   

  	
  03/05/2011

  	
   

  	
  03/05/2011

  	
   

  	
  264,921.73

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  705,086.13

  	
   

  	
  8,553,161.72

  	
   

  	
   

  	
   

  
	
  12. Payment

  	
   

  	
  01/11/2011

  	
   

  	
  01/11/2011

  	
   

  	
  240,862.28

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  891,018.68

  	
   

  	
  8,102,995.32

  	
   

  	
   

  	
   

  
	
  13. Payment

  	
   

  	
  01/05/2012

  	
   

  	
  01/05/2012

  	
   

  	
  228,175.84

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  678,342.24

  	
   

  	
  7,652,828.92

  	
   

  	
   

  	
   

  
	
  14. Payment

  	
   

  	
  01/11/2012

  	
   

  	
  01/11/2012

  	
   

  	
  217,867.54

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  668,033.94

  	
   

  	
  7,202,662.62

  	
   

  	
   

  	
   

  
	
  15. Payment

  	
   

  	
  01/05/2013

  	
   

  	
  01/05/2013

  	
   

  	
  201,708.56

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  651,874.96

  	
   

  	
  6,752,496.12

  	
   

  	
   

  	
   

  
	
  16. Payment

  	
   

  	
  01/11/2013

  	
   

  	
  01/11/2013

  	
   

  	
  192,236.07

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  642,402.47

  	
   

  	
  6,302,329.72

  	
   

  	
   

  	
   

  
	
  17. Payment

  	
   

  	
  01/05/2014

  	
   

  	
  01/05/2014

  	
   

  	
  176,494.99

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  626,661.39

  	
   

  	
  5,852,163.32

  	
   

  	
   

  	
   

  
	
  18. Payment

  	
   

  	
  03/11/2014

  	
   

  	
  03/11/2014

  	
   

  	
  166,415.51

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  618,581.91

  	
   

  	
  5,401,996.92

  	
   

  	
   

  	
   

  
	
  19. Payment

  	
   

  	
  05/05/2015

  	
   

  	
  05/05/2015

  	
   

  	
  152,953.04

  	
   

  	
  450,166.40

  	
   

  	
  0.00

  	
   

  	
  603,119.44

  	
   

  	
  4,951,830.52

  	
   

  	
   

  	
   

  
	
  20. Payment

  	
   

  	
  02/11/2015

  	
   

  	
  02/11/2015

  	
   

  	
  138,674.84

  	
   

  	
  4,951,830.52

  	
   

  	
  0.00

  	
   

  	
  5,090,505.16

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  



 

















 


Repayment Plan


 


Customer:    Stolt Tankers Finance B.V., Westerlaan 5,
3016 CK Rotterdam, Netherlands


 


	
  Credit no./Loan no.

  	
   

  	
  4126/101455

  	
   

  	
  Disbursement date:

  	
   

  	
  01/11/2005

  
	
  Loan Amount:

  	
   

  	
  USD 14,030,478.19

  	
   

  	
  Date of 1. payment:

  	
   

  	
  01/05/2006

  
	
  Loan setup:

  	
   

  	
  Markedslan (kontant), fixed rente

  	
   

  	
  No. of payments per year

  	
   

  	
  2

  
	
  Interest (ex. margin)

  	
   

  	
  0.000000%

  	
   

  	
  Total no. of payments:

  	
   

  	
  20

  
	
  Interest Calculation:

  	
   

  	
  366/360

  	
   

  	
  Balloon:

  	
   

  	
  4,676,825.99

  
	
  Current margin

  	
   

  	
   

  	
   

  	
  Free terms

  	
   

  	
  0

  



 


	
  Transaction

  	
   

  	
  Due date

  	
   

  	
  Pay date

  	
   

  	
  Interest

  	
   

  	
  Instalment

  	
   

  	
  Fees

  	
   

  	
  Total payable

  	
   

  	
  Loan balance 

  	
   

  	
  Status

  	
   

  
	
  Drawdown

  	
   

  	
  01/11/2005

  	
   

  	
  01/11/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  14,030,478.19

  	
   

  	
  14,030,478.19

  	
   

  	
   

  	
   

  
	
  1. Payment

  	
   

  	
  02/05/2006

  	
   

  	
  02/05/2006

  	
   

  	
  395,090.47

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  862,773.08

  	
   

  	
  13,562,795.58

  	
   

  	
   

  	
   

  
	
  2. Payment

  	
   

  	
  01/11/2006

  	
   

  	
  01/11/2006

  	
   

  	
  384,019.25

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  851,701.86

  	
   

  	
  13,095,112.97

  	
   

  	
   

  	
   

  
	
  3. Payment

  	
   

  	
  01/05/2007

  	
   

  	
  01/05/2007

  	
   

  	
  366,725.00

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  834,407.61

  	
   

  	
  12,627,430.36

  	
   

  	
   

  	
   

  
	
  4. Payment

  	
   

  	
  01/11/2007

  	
   

  	
  01/11/2007

  	
   

  	
  359,488.91

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  827,171.52

  	
   

  	
  12,159,747.75

  	
   

  	
   

  	
   

  
	
  5. Payment

  	
   

  	
  02/05/2008

  	
   

  	
  02/05/2008

  	
   

  	
  344,293.13

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  811,975.74

  	
   

  	
  11,692,085.14

  	
   

  	
   

  	
   

  
	
  6. Payment

  	
   

  	
  03/11/2008

  	
   

  	
  03/11/2008

  	
   

  	
  334,869.12

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  802,351.73

  	
   

  	
  11,224,382.53

  	
   

  	
   

  	
   

  
	
  7. Payment

  	
   

  	
  01/05/2009

  	
   

  	
  01/05/2009

  	
   

  	
  310,862.39

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  778,545.00

  	
   

  	
  10,756,699.92

  	
   

  	
   

  	
   

  
	
  8. Payment

  	
   

  	
  02/11/2009

  	
   

  	
  02/11/2009

  	
   

  	
  307,895.60

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  775,578.21

  	
   

  	
  10,289,017.31

  	
   

  	
   

  	
   

  
	
  9. Payment

  	
   

  	
  04/05/2010

  	
   

  	
  04/05/2010

  	
   

  	
  291,324.95

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  759,007.56

  	
   

  	
  9,821,334.70

  	
   

  	
   

  	
   

  
	
  10. Payment

  	
   

  	
  01/11/2010

  	
   

  	
  01/11/2010

  	
   

  	
  275,043.75

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  742,726.36

  	
   

  	
  9,353,652.09

  	
   

  	
   

  	
   

  
	
  11. Payment

  	
   

  	
  03/05/2011

  	
   

  	
  03/05/2011

  	
   

  	
  264,840.87

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  732,325.48

  	
   

  	
  8,885,969.48

  	
   

  	
   

  	
   

  
	
  12. Payment

  	
   

  	
  01/11/2011

  	
   

  	
  01/11/2011

  	
   

  	
  250,223.96

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  717,906.57

  	
   

  	
  8,418,286.87

  	
   

  	
   

  	
   

  
	
  13. Payment

  	
   

  	
  01/05/2012

  	
   

  	
  01/05/2012

  	
   

  	
  237,054.28

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  704,736.89

  	
   

  	
  7,950,604.26

  	
   

  	
   

  	
   

  
	
  14. Payment

  	
   

  	
  01/11/2012

  	
   

  	
  01/11/2012

  	
   

  	
  226,344.87

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  694,027.48

  	
   

  	
  7,482,921.65

  	
   

  	
   

  	
   

  
	
  15. Payment

  	
   

  	
  01/05/2013

  	
   

  	
  01/05/2013

  	
   

  	
  209,557.15

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  677,239.76

  	
   

  	
  7,015,239.04

  	
   

  	
   

  	
   

  
	
  16. Payment

  	
   

  	
  01/11/2013

  	
   

  	
  01/11/2013

  	
   

  	
  189,718.06

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  667,398.67

  	
   

  	
  6,547,556.43

  	
   

  	
   

  	
   

  
	
  17. Payment

  	
   

  	
  01/05/2014

  	
   

  	
  01/05/2014

  	
   

  	
  183,362.49

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  651,045.10

  	
   

  	
  6,079,873.82

  	
   

  	
   

  	
   

  
	
  18. Payment

  	
   

  	
  03/11/2014

  	
   

  	
  03/11/2014

  	
   

  	
  174,968.63

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  642,651.24

  	
   

  	
  5,612,191.21

  	
   

  	
   

  	
   

  
	
  19. Payment

  	
   

  	
  05/05/2015

  	
   

  	
  05/05/2015

  	
   

  	
  158,904.52

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  626,587.13

  	
   

  	
  5,144,508.60

  	
   

  	
   

  	
   

  
	
  20. Payment

  	
   

  	
  02/11/2015

  	
   

  	
  02/11/2015

  	
   

  	
  144,070.53

  	
   

  	
  5,144,508.80

  	
   

  	
  0.00

  	
   

  	
  5,288,679.13

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  



 

















 


Repayment Plan


 


Customer:    Stolt Tankers Finance B.V., Westerlaan 5,
3016 CK Rotterdam, Netherlands


 


	
  Credit no /Loan no.

  	
   

  	
  4126/101456

  	
   

  	
  Disbursement date:

  	
   

  	
  01/11/2005

  
	
  Loan Amount:

  	
   

  	
  USD 14,030,478.19

  	
   

  	
  Date of 1. payment:

  	
   

  	
  01/05/2006

  
	
  Loan setup:

  	
   

  	
  Markedstan (kontant), fixed rente

  	
   

  	
  No of payments per year

  	
   

  	
  2

  
	
  Interest (ex. margin)

  	
   

  	
  0 000000%

  	
   

  	
  Total no . of payments:

  	
   

  	
  20

  
	
  Interest Calculation:

  	
   

  	
  366 / 360

  	
   

  	
  Balloon:

  	
   

  	
  4,676.825.99

  
	
  Current margin

  	
   

  	
   

  	
   

  	
  Free terms

  	
   

  	
  0

  



 


	
  Transaction

  	
   

  	
  Due date

  	
   

  	
  Pay date

  	
   

  	
  Interest

  	
   

  	
  Instalment

  	
   

  	
  Fees

  	
   

  	
  Total payable

  	
   

  	
  Loan balance

  	
   

  	
  Status

  	
   

  
	
  Drawdown

  	
   

  	
  01/11/2005

  	
   

  	
  01/11/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  14,030,478.19

  	
   

  	
  14,030,478.19

  	
   

  	
   

  	
   

  
	
  1. Payment

  	
   

  	
  02/05/2006

  	
   

  	
  02/05/2006

  	
   

  	
  395,090.47

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  862,773.08

  	
   

  	
  13,562,795.58

  	
   

  	
   

  	
   

  
	
  2. Payment

  	
   

  	
  01/11/2006

  	
   

  	
  01/11/2006

  	
   

  	
  384,019.25

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  851,701.86

  	
   

  	
  13,095,112.97

  	
   

  	
   

  	
   

  
	
  3. Payment

  	
   

  	
  01/05/2007

  	
   

  	
  01/05/2007

  	
   

  	
  388,725.00

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  834,407.81

  	
   

  	
  12,627,430.36

  	
   

  	
   

  	
   

  
	
  4. Payment

  	
   

  	
  01/11/2007

  	
   

  	
  01/11/2007

  	
   

  	
  359,438.91

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  827,171.52

  	
   

  	
  12,159,747.75

  	
   

  	
   

  	
   

  
	
  5. Payment

  	
   

  	
  02/05/2008

  	
   

  	
  02/05/2008

  	
   

  	
  344,293.13

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  811,975.74

  	
   

  	
  11,692,085.14

  	
   

  	
   

  	
   

  
	
  6. Payment

  	
   

  	
  03/11/2008

  	
   

  	
  03/11/2008

  	
   

  	
  334,639.12

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  802,351.73

  	
   

  	
  11,224,382.53

  	
   

  	
   

  	
   

  
	
  7. Payment

  	
   

  	
  01/05/2009

  	
   

  	
  01/05/2009

  	
   

  	
  310,862.39

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  778,545.00

  	
   

  	
  10,756,699.92

  	
   

  	
   

  	
   

  
	
  8. Payment

  	
   

  	
  02/11/2009

  	
   

  	
  02/11/2009

  	
   

  	
  307,895.60

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  775,578.21

  	
   

  	
  10,289,017.31

  	
   

  	
   

  	
   

  
	
  9. Payment

  	
   

  	
  04/05/2010

  	
   

  	
  04/05/2010

  	
   

  	
  291,324.95

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  759,007.56

  	
   

  	
  9,821,334.70

  	
   

  	
   

  	
   

  
	
  10. Payment

  	
   

  	
  01/11/2010

  	
   

  	
  01/11/2010

  	
   

  	
  275,043.75

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  742,726.36

  	
   

  	
  9,353,652.09

  	
   

  	
   

  	
   

  
	
  11. Payment

  	
   

  	
  03/05/2011

  	
   

  	
  03/05/2011

  	
   

  	
  264,840.87

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  732,523.48

  	
   

  	
  8,885,969.48

  	
   

  	
   

  	
   

  
	
  12. Payment

  	
   

  	
  01/11/2011

  	
   

  	
  01/11/2011

  	
   

  	
  250,223.96

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  717,906.57

  	
   

  	
  8,418,283.87

  	
   

  	
   

  	
   

  
	
  13. Payment

  	
   

  	
  01/05/2012

  	
   

  	
  01/05/2012

  	
   

  	
  237,654.28

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  704,736.89

  	
   

  	
  7,950,604.26

  	
   

  	
   

  	
   

  
	
  14. Payment

  	
   

  	
  01/11/2012

  	
   

  	
  01/11/2012

  	
   

  	
  226,344.87

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  694,027.48

  	
   

  	
  7,482,921.65

  	
   

  	
   

  	
   

  
	
  15. Payment

  	
   

  	
  01/05/2013

  	
   

  	
  01/05/2013

  	
   

  	
  209,557.15

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  677,239.76

  	
   

  	
  7,015,239.04

  	
   

  	
   

  	
   

  
	
  16. Payment

  	
   

  	
  01/11/2013

  	
   

  	
  01/11/2013

  	
   

  	
  199,716.06

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  667,398.67

  	
   

  	
  6,547,556.43

  	
   

  	
   

  	
   

  
	
  17. Payment

  	
   

  	
  01/05/2014

  	
   

  	
  01/05/2014

  	
   

  	
  183,362.49

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  651,045.10

  	
   

  	
  6,079,873.82

  	
   

  	
   

  	
   

  
	
  18. Payment

  	
   

  	
  03/11/2014

  	
   

  	
  03/11/2014

  	
   

  	
  174,968.63

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  642,651.24

  	
   

  	
  5,612,191.21

  	
   

  	
   

  	
   

  
	
  19. Payment

  	
   

  	
  05/05/2015

  	
   

  	
  05/05/2015

  	
   

  	
  158,904.52

  	
   

  	
  467,682.61

  	
   

  	
  0.00

  	
   

  	
  626,587.13

  	
   

  	
  5,144,508.60

  	
   

  	
   

  	
   

  
	
  20. Payment

  	
   

  	
  02/11/2015

  	
   

  	
  02/11/2015

  	
   

  	
  144,070.53

  	
   

  	
  5,144,508.60

  	
   

  	
  0.00

  	
   

  	
  5,288,579.13

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  



 

















 


Repayment Plan


 


Customer:    Stolt Tankers Finance B.V., Westerlaan
5,3016 CK Rotterdam, Netherlands


 


	
  Credit no/Loan no.

  	
   

  	
  4126/101457

  	
   

  	
  Disbursement date:

  	
   

  	
  01/11/2005

  
	
  Loan Amount:

  	
   

  	
  USD 15,186,547.56

  	
   

  	
  Date of 1. payment:

  	
   

  	
  01/05/2006

  
	
  Loan setup:

  	
   

  	
  Markedslan (kontant), fixed rente

  	
   

  	
  No. of payments per year

  	
   

  	
  2

  
	
  Interest (ex. margin)

  	
   

  	
  0.000000%

  	
   

  	
  Total no. of payments:

  	
   

  	
  20

  
	
  Interest Calculation:

  	
   

  	
  366 / 360

  	
   

  	
  Balloon:

  	
   

  	
  5,062,182.56

  
	
  Current margin

  	
   

  	
   

  	
   

  	
  Free terms

  	
   

  	
  0

  



 


	
  Transaction

  	
   

  	
  Due date

  	
   

  	
  Pay date

  	
   

  	
  Interest

  	
   

  	
  Instalment

  	
   

  	
  Fees

  	
   

  	
  Total payable

  	
   

  	
  Loan balance

  	
   

  	
  Status

  	
   

  
	
  Drawdown

  	
   

  	
  01/11/2005

  	
   

  	
  01/11/2005

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  15,186,547.56

  	
   

  	
  15,186,547.56

  	
   

  	
   

  	
   

  
	
  1. Payment

  	
   

  	
  02/05/2006

  	
   

  	
  02/05/2006

  	
   

  	
  427,644.74

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  933,662.99

  	
   

  	
  14,680,329.31

  	
   

  	
   

  	
   

  
	
  2. Payment

  	
   

  	
  01/11/2006

  	
   

  	
  01/11/2006

  	
   

  	
  415,661.30

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  921,379.55

  	
   

  	
  14,174,111.06

  	
   

  	
   

  	
   

  
	
  3. Payment

  	
   

  	
  01/05/2007

  	
   

  	
  01/05/2007

  	
   

  	
  396,942.04

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  903,160.29

  	
   

  	
  13,687,892.81

  	
   

  	
   

  	
   

  
	
  4. Payment

  	
   

  	
  01/11/2007

  	
   

  	
  01/11/2007

  	
   

  	
  389,109.73

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  895,327.98

  	
   

  	
  13,161,674.56

  	
   

  	
   

  	
   

  
	
  5. Payment

  	
   

  	
  02/05/2008

  	
   

  	
  02/05/2008

  	
   

  	
  372,861.85

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  878,880.10

  	
   

  	
  12,655,456.31

  	
   

  	
   

  	
   

  
	
  6. Payment

  	
   

  	
  03/11/2008

  	
   

  	
  03/11/2008

  	
   

  	
  362,244.86

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  868,463.11

  	
   

  	
  12,149,238.06

  	
   

  	
   

  	
   

  
	
  7. Payment

  	
   

  	
  01/05/2009

  	
   

  	
  01/05/2009

  	
   

  	
  336,476.52

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  842,694.77

  	
   

  	
  11,643,019.81

  	
   

  	
   

  	
   

  
	
  8. Payment

  	
   

  	
  02/11/2009

  	
   

  	
  02/11/2009

  	
   

  	
  333,265.27

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  838,483.52

  	
   

  	
  11,136,801.56

  	
   

  	
   

  	
   

  
	
  9. Payment

  	
   

  	
  04/05/2010

  	
   

  	
  04/05/2010

  	
   

  	
  315,329.25

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  821,547.50

  	
   

  	
  10,630,583.31

  	
   

  	
   

  	
   

  
	
  10. Payment

  	
   

  	
  01/11/2010

  	
   

  	
  01/11/2010

  	
   

  	
  297,706.53

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  803,924.78

  	
   

  	
  10,124,365.06

  	
   

  	
   

  	
   

  
	
  11. Payment

  	
   

  	
  03/05/2011

  	
   

  	
  03/05/2011

  	
   

  	
  286,662.96

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  792,881.21

  	
   

  	
  9,618,146.81

  	
   

  	
   

  	
   

  
	
  12. Payment

  	
   

  	
  01/11/2011

  	
   

  	
  01/11/2011

  	
   

  	
  270,841.67

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  777,059.92

  	
   

  	
  9,111,928.56

  	
   

  	
   

  	
   

  
	
  13. Payment

  	
   

  	
  01/05/2012

  	
   

  	
  01/06/2012

  	
   

  	
  256,586.85

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  762,805.10

  	
   

  	
  8,605,710.31

  	
   

  	
   

  	
   

  
	
  14. Payment

  	
   

  	
  01/11/2012

  	
   

  	
  01/11/2012

  	
   

  	
  244,995.01

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  751,213.26

  	
   

  	
  8,099,492.06

  	
   

  	
   

  	
   

  
	
  15. Payment

  	
   

  	
  01/05/2013

  	
   

  	
  01/05/2013

  	
   

  	
  226,824.02

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  733,042.27

  	
   

  	
  7,593,273.81

  	
   

  	
   

  	
   

  
	
  16. Payment

  	
   

  	
  01/11/2013

  	
   

  	
  01/11/2013

  	
   

  	
  216,172.07

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  722,390.32

  	
   

  	
  7,087,055.56

  	
   

  	
   

  	
   

  
	
  17. Payment

  	
   

  	
  01/05/2014

  	
   

  	
  01/05/2014

  	
   

  	
  198,471.02

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  704,689.27

  	
   

  	
  6,580,837.31

  	
   

  	
   

  	
   

  
	
  18. Payment

  	
   

  	
  03/11/2014

  	
   

  	
  03/11/2014

  	
   

  	
  189,385.52

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  695,603.77

  	
   

  	
  6,074,619.06

  	
   

  	
   

  	
   

  
	
  19. Payment

  	
   

  	
  05/05/2015

  	
   

  	
  05/05/2015

  	
   

  	
  171,997.78

  	
   

  	
  506,218.25

  	
   

  	
  0.00

  	
   

  	
  678,216.03

  	
   

  	
  5,568,400.81

  	
   

  	
   

  	
   

  
	
  20. Payment

  	
   

  	
  02/11/2015

  	
   

  	
  02/11/2015

  	
   

  	
  155,941.52

  	
   

  	
  5,568,400.81

  	
   

  	
  0.00

  	
   

  	
  5,724,342.33

  	
   

  	
  0.00

  	
   

  	
   

  	
   

  



 

















 


Schedule 7


 


PARENT COMPANIES GUARANTEE


 


GUARANTEE


(“SELVSKYLDNERKAUTION”)


 


THIS GUARANTEE, dated 27 October 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 an 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) (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. The
Borrower and the Lender are parties to a USD 225,779,737.18 existing
financing and USD 100,000,000 new financing top up term loan agreement (the


 

















 


“Loan
Agreement”) dated 27 October 2005 pursuant to which, among other
things, (i) the Perseverance Tranche will be allocated, on a pro rata basis, to
the outstanding Tranches in respect of the Continuing Vessels, (ii) the
Existing Tranches will become subject to the terms and conditions of the Loan
Agreement, and (iii) the Advance, to be allocated to the New Tranches, will be
disbursed to the Borrower.


 


(B)           The Existing Guarantee. On 29
July 2005, each of the Guarantors executed a guarantee (the “Existing Guarantee”) pursuant to which it
guaranteed on a joint and several basis, all of the Borrower’s obligations
under the Existing Loan Agreement (including, without limitation, the Borrower’s
obligations to repay the Existing Tranches).


 


(C)           Corporate structure. The Borrower
and each Continuing 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 signing of the Loan Agreement. It is a
condition precedent to the Lender’s signing of the Loan Agreement and its obligation
to make the Advance available to the Borrower under the Loan Agreement 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 (and
jointly and severally with each of the Continuing Shipowning Companies which
are guaranteeing the same obligations of the Borrower pursuant to the terms of
a separate guarantee), 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 be converted by
the Lender 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 money amounts.


 


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


 


2

















 


failed to pay (together with any and all amounts due and payable by the
Borrower as a result of such failure 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 under the Loan Agreement or under any of the
Security Documents;


 


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 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, any of
the Continuing Shipowning Companies or any other party to the Loan Agreement or
any of the Security Documents 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) of the Loan
Agreement or any of the Security Documents or any provision of applicable law
or regulation purporting to prohibit the payment by the Borrower or to reduce
or otherwise limit the obligations of the Borrower or any other party under the
Loan Agreement or the Security Documents.


 


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, any of the Continuing Shipowning Companies, any other party to any of
the Security Documents 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
recoveries from the Borrower’s estate), any of the Continuing Shipowning
Companies, or any of the other Guarantors, and rights to enforce the Security
Documents or any other security established in favour of the Lender are
subordinated to the Lender’s rights against the Borrower, each of such other
parties and under the Security Documents. 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 SNSA Group as described in Whereas paragraph (C). Each of
the Guarantors is aware of the guarantee of the Indebtedness provided by each
of the Continuing Shipowning Companies and of the Intermediate Companies’
Undertaking entered into by SNTG-BER, SNI, SNH, and SNTG BV as contemplated by
the Loan Agreement. 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 each of the Continuing Shipowning Companies
to comply with their guarantees and undertakings set forth in the Loan Agreement
and each of the Security Documents.


 


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


 


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.


 


The obligations of the Guarantors under this Guarantee in respect of the
Existing Tranches are a continuation without interruption of their respective
obligations in respect of the Existing Tranches under the Existing Guarantee.
Upon execution of this Guarantee by each of the Guarantors, the Existing
Guarantee shall terminate and neither the Guarantors nor the Lender shall have
any rights or obligations thereunder.


 


4

















 


Signed, sealed, delivered and executed as a deed:


 


	
  Stolt-Nielsen S.A.:

  	
   

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stolt-Nielsen Transportation Group Ltd., Liberia

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED as a DEED on behalf of

  	
   

  	
   

  	
   

  
	
  STOLT-NIELSEN TRANSPORTATION GROUP LTD, Bermuda

  	
   

  	
   

  
	
  by Walter Lion being a person who is

  	
   

  	
   

  
	
  acting under power of attorney granted by that company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stolt-Nielsen Investments N.V.:

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
							



 


5

















 


	
  Stolt-Nielsen Holdings B.V.:

  	
  Witnessed by:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stolt-Nielsen Transportation Group B.V.:

  	
  Witnessed by:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  
	
  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: 

  	
  Walter Lion

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  
					



 


6

















 


Schedule 8


 


CONTINUING SHIPOWNING COMPANIES GUARANTEE


 


GUARANTEE


(“SELVSKYLDNERKAUTION”)


 


THIS GUARANTEE, dated 27 October 2005 (the “Guarantee”) is made by the following
companies (collectively, the “Guarantors”),
as joint and several Guarantors:


 


(1)           Stolt Concept B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341651;


 


(2)           Stolt Confidence B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341646;


 


(3)           Stolt Creativity B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341647;


 


(4)           Stolt Efficiency B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341659;


 


(5)           Stolt Effort B.V., a Dutch limited liability company
with registered office in Schiedam, The Netherlands and with offices at Westerlaan
5, 3016 CK Rotterdam, The Netherlands and with company registration number
24341648;


 


(6)           Stolt Innovation B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341645;


 


(7)           Stolt Inspiration B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341658;


 

















 


(each of the companies listed in 1 to 7 above being referred to herein as
a “Guarantor” and, together, the “Guarantors”);


 


in favour of Danish Ship Finance A/S (Danmarks Skibskredit A/S) (the “Lender”). Capitalised terms used herein and
not otherwise defined herein shall have the meaning set forth in the Loan
Agreement (as defined below) between Stolt Tankers Finance B.V. (the “Borrower”) and the Lender.


 


WHEREAS:


 


(A)          The Loan Agreement. The
Borrower and the Lender are parties to a USD 225,779,737.18 existing
financing and USD 100,000,000 new financing top up term loan agreement (the “Loan Agreement”) dated 27 October 2005 pursuant
to which, among other things, (i) the Perseverance Tranche will be allocated,
on a pro rata basis, to the outstanding Tranches in respect of the Continuing
Vessels, (ii) the Existing Tranches will become subject to the terms and
conditions of the Loan Agreement, and (iii) the Advance, to be allocated to the
New Tranches, will be disbursed to the Borrower. The Tranches have been applied,
in accordance with the terms of the Loan Agreement, to the financing of the Continuing
Vessels owned by each of the Guarantors.


 


(B)           The Existing Guarantees. On 20
November 2002, each of the Guarantors entered into a separate guarantee (the
seven separate guarantees being herein referred to together as the “Existing Guarantees”) pursuant to which it
guaranteed, on a joint and several basis, all of the Borrower’s obligations
under the Existing Loan Agreement (including, without limitation, the Borrower’s
obligations to repay the Existing Tranches).


 


(C)           Corporate structure. Each of
the Guarantors is a 100 per cent owned subsidiary of the Borrower.


 


(D)          This Guarantee as a
condition precedent to the signing of the Loan Agreement. It is a
condition precedent to the Lender’s signing of the Loan Agreement and its
obligation to make the Advance available to the Borrower under the Loan
Agreement 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 (and
jointly and severally with each of the Parent Companies which are guaranteeing
the same obligations of the Borrower pursuant


 


2

















 


to the terms of a separate guarantee), 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.


 


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 (together with any and
all amounts due and payable by the Borrower as a result of such failure 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 under the Loan Agreement or under any of the
Security Documents;


 


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


 


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


 


h)         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, any of
the Parent Companies, or any other party to the Loan Agreement or any of the
Security Documents or any of their respective assets; or


 


i)          any invalidity or unenforceability (for
any reason relating to or against the Borrower or any other party) of the Loan
Agreement or any of the Security Documents or any provision of applicable law
or regulation purporting to prohibit the payment by the Borrower or to reduce
or otherwise limit the obligations of the Borrower or any other party under the
Loan Agreement or the Security Documents.


 


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


 


3

















 


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, any of the Parent Companies, any other party to any of the Security
Documents or any other person.


 


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
recoveries from the Borrower’s estate), any of the Parent Companies, or any of
the other Guarantors, and rights to enforce the Security Documents or any other
security established in favour of the Lender are subordinated to the Lender’s
rights against the Borrower, each of such other parties and under the Security
Documents. 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 has entered into the Mortgage and Deed of
Covenants, the Earnings Assignment and the Insurances Assignment in respect of
the Continuing Vessel owned by it. Each of the Guarantors undertakes and
warrants in favour of the Lender that it will not, at any time during the Loan
Period create or permit to exist any other encumbrance of any kind over the
Continuing Vessel owned by it, its insurances, its other assets, its earnings
or its income and, if any encumbrance arises by law, it shall promptly take all
such action as may be necessary.


 


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


 


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.


 


The obligations of the Guarantors under this Guarantee in respect of the
Existing Tranches are a continuation without interruption of their respective
obligations in respect of the Existing Tranches


 


4

















 


under the Existing Guarantees. Upon execution of this Guarantee by each of
the Guarantors, the Existing Guarantee shall terminate and neither the
Guarantors nor the Lender shall have any rights or obligations thereunder.


 


Signed, sealed, delivered and executed as a deed:


 


	
  Stolt Concept B.V.:

  	
   

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stolt Confidence B.V.:

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Creativity B.V.:

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Efficiency B.V.:

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


5

















 


	
  Stolt Effort B.V.:

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Innovation B.V.:

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Inspiration B.V.:

  	
  Witnessed by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  	
   

  	
   

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


6

















 


Schedule 9


 


FORM OF INTERMEDIATE COMPANIES UNDERTAKING


 


INTERMEDIATE COMPANIES UNDERTAKING


 


THIS UNDERTAKING, dated 27 October 2005 (the “Undertaking”), is made by the following
companies (collectively, the “Intermediate
Companies”):


 


(1)           Stolt-Nielsen Transportation Group Ltd., Bermuda, a
Bermuda an exempted 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”); and


 


(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”);


 


in favour of Danish Ship Finance A/S (Danmarks Skibskredit A/S) (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. The
Borrower and the Lender are parties to a USD 225,779,737.18 existing
financing and USD 100,000,000 new financing top up term loan agreement (the “Loan Agreement”) dated 27 October 2005 pursuant
to which, among other things, (i) the Perseverance Tranche will be allocated,
on a pro rata basis, to the outstanding Tranches in respect of the Continuing
Vessels, (ii) the Existing Tranches will become subject to the terms and
conditions of the Loan Agreement, and (iii) the Advance, to be allocated to the
New Tranches, will be disbursed to the Borrower.


 


(B)           The Existing Undertaking. On 20
November 2002, each of the Intermediate Companies and Stolt Nielsen Inter European
Services B.V. (“SNIES”) entered into a document entitled Undertakings by intermediary SN-companies,
which document was amended by an amendment


 

















 


number 1 thereto dated 27 July 2005
(as so amended, the “Existing Undertaking”)
pursuant to which, among other things, the Intermediate Companies made certain
undertakings in favour of the Lender in connection with the Existing Loan Agreement.


 


(C)           Corporate structure. The
Borrower and each Continuing 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 Undertaking as a
condition precedent to the signing of the Loan Agreement. It is a
condition precedent to the Lender’s signing of the Loan Agreement and its
obligation to make the Advance available to the Borrower under the Loan
Agreement that each of the Intermediate Companies executes and delivers this
Undertaking.


 


Now, therefore, the parties hereto agree as follows:


 


1.             Defined terms. Capitalised terms used herein and not otherwise
defined herein are used with the meanings ascribed to them in the Loan
Agreement.


 


2.             SNSA Group structure. Each of the Intermediate Companies
represents and warrants that the corporate structure of the SNSA Group is as
set forth in Whereas Clause C and undertakes that it will not take any action
or permit any action to be taken that would result in a change to such SNSA
Group corporate structure.


 


3.             The Loan Agreement. Each of the Intermediate Companies has
signed the Loan Agreement as a Parent Company Guarantor. Each of the Intermediate
Companies has made certain representations and warranties and undertakings in
favour of the Lender under the Loan Agreement. Each of the Intermediate
Companies represents and warrants in favour of the Lender that, to the best of
its knowledge, there is no misstatement of information or omission of
information which makes any statement contained in the Loan Agreement false or
misleading.


 


4.             Additional undertakings. In addition to the representations and
warranties and undertakings made by each of the Intermediate Companies as
Guarantors under the Loan Agreement, each of the Intermediate Companies
represents, warrants and undertakes in favour of the Lender as follows:


 


(i)            No encumbrances: No pledge or other security interest
exists, and no pledge or other security interest will be created or permitted
to exist, in respect of the


 


2

















 


shares owned by it in any company in the SNSA Group or in respect of any
dividend payments made or to be made by any company in the SNSA Group to it;
and if any such pledge or other security interest is notified to any of the
Intermediate Companies in respect of its own shares, it will immediately notify
the Lender thereof. SNTG-LIB also makes the representation, warranty and undertaking
contained in this Clause 3(i) to the extent set forth above its signature on
the signature pages to this Undertaking.


 


(ii)           Intermediate Companies’
debt: It has neither
incurred, secured or guaranteed and will not incur, secure or guarantee, any
debt except for debt between it and other companies in the SNSA Group and debt
which is either subordinated to or ranks pari-passu with the Indebtedness;
provided, however, that, for the avoidance of doubt, all of the security
provided in favour of the Lender pursuant to the Security Documents shall
secure only the Indebtedness.


 


(iii)          Subordination: All of its present or future claims
against the Borrower, any of the Continuing Shipowning Companies, SNSA,
SNTG-LIB, or any of the other Intermediate Companies, are and shall remain
fully subordinated to the claims of the Lender under the Loan Agreement and the
Security Documents.


 


(iv)          Avoid Events of
Default: It will not
take, or cause or permit to be taken, any action, which may give rise to an
Event of Default or a Potential Event of Default under the Loan Agreement,
including, without limitation, interfering with the Earnings of any of the
Continuing Vessels or any other income of any of the Continuing Shipowning
Companies or the Borrower in any manner which could or may hinder or prevent
the Borrower from making any of the payments required to be made by it under
the Loan Agreement.


 


(v)           Creditors meetings: It will arrange for the Lender to be
represented during any meetings held by it with any group (minimum 2) of its or
their creditors.


 


(vi)          No obstruction: It will not do anything which may
obstruct or delay the exercise of any of the Lender’s rights under the Loan
Agreement, this Undertaking or any of the other Security Documents before or
after any Event of Default has occurred.


 


(vii)         Further assurances. It will generally do or procure to be
done all things and acts and enter into any documents and provide any such
information as in the Lender’s opinion may be reasonably necessary or advisable
in order to secure the Lender’s rights under the Loan Agreement, this
Undertaking and any of the other Security


 


3

















 


Documents and it will do and cause to be done such things as the Lender,
in its reasonable opinion, may deem necessary in order to manage the Lender’s
rights under the Loan Agreement, this Undertaking and any of the other Security
Documents.


 


5.             Joint and several obligations. The obligations of the Intermediate
Companies hereunder are joint and several.


 


6.             Governing law and jurisdiction. This Undertaking shall be governed by
Danish law and any dispute arising hereunder, shall be settled by the Maritime
and Commercial Court in Copenhagen with right of appeal to the Danish Supreme
Court. The Lender may enforce any of its rights under this Undertaking directly
against the Intermediate Companies in accordance with the principles contained
in the Danish Act on Civil Procedure, sec. 478,1.


 


7.             The Existing Undertaking. The obligations of the Intermediate Companies
under this Undertaking in respect of the Existing Tranches are a continuation
without interruption of their respective obligations in respect of the Existing
Tranches under the Existing Undertaking. Upon execution of this Undertaking by
each of the Intermediate Companies, the Existing Undertaking shall terminate
and neither the Intermediate Companies nor SNIES nor the Lender shall have any
rights or obligations thereunder.


 


In WITNESS whereof this Undertaking has been entered into on the day and
in the year stated at the beginning of this Agreement and signed by the
parties:


 


As Intermediate Companies,


 


 


	
  Stolt-Nielsen Transportation Group Ltd., Bermuda:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


4

















 


	
  Stolt-Nielsen Investments N.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  Stolt-Nielsen Holdings B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  Stolt-Nielsen Transportation Group B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


SNTG-LIB is signing this Undertaking below for the purposes of undertaking
in favour of the Lender, in line with the provisions of Clause 3(i) of the
Undertaking that no pledge or other security interest exists, and no pledge or
other security interest will be created or permitted to exist, in respect of
the shares owned by it in any company in the SNSA Group or in respect of any
dividend payments made or to be made by any company in the SNSA Group to it.


 


	
  Stolt-Nielsen Transportation Group Ltd., Liberia:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


5

















 


	
  As Lender:

  	
   

  
	
   

  	
   

  
	
  Danish Ship Finance A/S

  	
   

  
	
  (Danmarks Skibskredit A/S):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Print Name:

  
	
  Capacity:

  	
  Capacity:

  
					



 


6

















Schedule
10


 


FORM OF INSURANCES ASSIGNMENT


 


First Priority Assignment of Insurances


M/S Stolt Concept


M/S Stolt Confidence


M/S Stolt Creativity


M/S Stolt Efficiency


M/S Stolt Effort


M/S Stolt Innovation


M/S Stolt Inspiration


 


THIS ASSIGNMENT OF INSURANCES, dated 27 October 2005 (the “Insurances Assignment”) is made by each of
the following companies (collectively, the “Continuing
Shipowning Companies”):


 


(1)           Stolt Concept B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341651;


 


(2)           Stolt Confidence B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341646;


 


(3)           Stolt Creativity B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341647;


 


(4)           Stolt Efficiency B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341659;


 


(5)           Stolt Effort B.V., a Dutch limited liability company
with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341648;


 


(6)           Stolt Innovation B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341645;


 

















 


(7)           Stolt Inspiration B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341658;


 


in favour of Danish Ship Finance A/S (Danmarks Skibskredit A/S), Sankt Annæ Plads 3, DK-1250
Copenhagen K, Denmark (the “Lender”).


 


WHEREAS:


 


(A)          The Loan
Agreement. Stolt Tankers Finance B.V. (the “Borrower”) and the Lender are parties to a
USD 225,779,737.18 existing
financing and USD 100,000,000 new financing top up term loan agreement (the “Loan Agreement”) dated 27 October 2005
pursuant to which, among other things, (i) the Perseverance Tranche will be
allocated, on a pro rata basis, to the outstanding Tranches in respect of the
Continuing Vessels, (ii) the Existing Tranches will become subject to the terms
and conditions of the Loan Agreement, and (iii) the Advance, to be allocated to
the New Tranches, will be disbursed to the Borrower. The Tranches have been
applied, in accordance with the terms of the Loan Agreement, to the financing
of the Continuing Vessels owned by each of the Continuing Shipowning Companies.


 


(B)           The
Existing Assignments of Insurances. On 20 November 2002,
each of the Continuing Shipowning Companies entered into a separate assignment
of insurances (the seven separate assignments of insurances being herein
referred to together as the “Existing
Insurances Assignments”) pursuant to which it assigned in favour of
the Lender all of the insurances in respect of the Continuing Vessel owned by
it by way of security for its obligations under its guarantee (together, the “Existing Guarantees”) of the Borrower’s
obligations under the Existing Loan Agreement (including, without limitation,
the Borrower’s obligations to repay the Existing Tranches).


 


(C)           The
Continuing Shipowning Companies Guarantee. On the date hereof,
each of the Continuing Shipowning Companies is entering into a joint and
several guarantee of all of the Borrower’s obligations under the Loan
Agreement. Such guarantee is herein referred to as the “Continuing Shipowning Companies’ Guarantee”.


 


(D)          This
Insurances Assignment as a condition precedent to the signing of the Loan
Agreement. It is a condition precedent to the Lender’s signing of
the Loan Agreement and its obligation to make the Advance available to the
Borrower under the Loan Agreement that each of the Continuing Shipowning
Companies executes and delivers and perfects this Insurances Assignment.


 


2

















 


NOW, THEREFORE, in consideration for the Lender
entering into the Loan Agreement each of the Continuing Shipowning Companies
agrees as follows:


 


1.          Defined terms.
Capitalised terms used herein and not otherwise defined herein are used with
the meanings ascribed to them in the Loan Agreement.


 


2.          Assignment. As
security for the fulfilment of any and all obligations that each of the
Continuing Shipowning Companies may have towards the Lender now or at any time
in the future pursuant to the Continuing Shipowning Companies’ Guarantee, each
of the Continuing Shipowning Companies hereby irrevocably and unconditionally
assigns to the Lender and grants to the Lender a first priority security
interest and pledge over all of such Continuing Shipowning Companies’ rights, title
and interest in and to:


 


(i)         all
those policies, cover notes and contracts of insurance which are from time to
time taken out or entered into in respect of the Continuing Vessel owned by
such Continuing Shipowning Company, its earnings or otherwise howsoever and all
renewals of or replacements for the same (jointly the “Insurances”);


 


(ii)        all
claims, returns or premiums and other moneys and claims for moneys due and to
become due under or in respect of the Insurances;


 


(iii)       all
of such Continuing Shipowning Companies other rights under or in respect of the
Insurances; and


 


(iv)       any
proceeds, present or future, of any of the foregoing.


 


3.          Undertakings. Each of the Continuing Shipowning Companies
undertakes immediately


 


(i)         to
notify the relevant insurers and insurance brokers of this Insurances Assignment;


 


(ii)        to
give such payment instructions and notices as the Lender may from time to time
request;


 


(iii)       generally
to do and cause to be done such things as the Lender may deem necessary or
advisable in order to perfect or enforce this Insurances Assignment; and


 


(iv)       to
arrange that the relevant insurers and insurance brokers sign a Notice of
Assignment and, where relevant, name the Lender as co-assured and/or issue
mortgagee interest clauses, in form and substance acceptable to the Lender.


 


3

















 


4.          Payments of insurance indemnities. Each of the Continuing Shipowning
Companies agrees that all payments in respect of the Insurances covering the
Continuing Vessel owned by it, except for payments in respect of a Total Loss
of such Continuing Vessel, may be paid by the relevant insurers directly to the
relevant Continuing Shipowning Company except if (i) such damage involves a
loss in excess of USD 1,000,000 or its equivalent (in which case the insurers
shall not make such payment without first obtaining the Lender’s prior written
consent) and except if (ii) the insurers have been notified by the Lender that
any of the Continuing Shipowning Companies has defaulted under the Continuing
Shipowning Companies’ Guarantee.


 


In the event of a Total Loss of a
Continuing Vessel, all insurance payments in respect thereof shall be paid to
the Lender.


 


5.          Continuing Shipowning Companies remain liable under the Insurances. Each of the Continuing Shipowning
Companies shall remain liable under the Insurances to perform all of the
obligations assumed by it thereunder. The Lender shall have no obligation or
liability (including without limitation any obligation or liability with respect
to the payment of premiums, calls or assessments) under the Insurances by
reason of or arising out of this Insurances Assignment. Nor shall the Lender be
required to perform any of the Continuing Shipowning Companies obligations
under the Insurances or to make any payment or make any inquiry as to the
nature or sufficiency of any payment received by the Lender or to present any
claim or to take any other action to collect and/or enforce the payment of any
amounts assigned to the Lender hereunder.


 


6.          Rights divisible.
The rights hereunder are divisible and the Lender may choose only to exercise
the rights in part. Should the Lender choose only to exercise the rights in
part, this shall not in any way impede the Lender from exercising the remaining
rights in the future.


 


7.          No satisfaction by intermediate payment; no prejudice. The Insurances Assignment shall not be
satisfied by any intermediate payment of any amount secured by this Insurances
Assignment or by any other security, which may be given to the Lender. Neither
shall this Insurances Assignment be prejudiced or affected by any time or
indulgence granted by the Lender to any Continuing Shipowning Company or any
third party or by any invalidity in the Insurances Assignment, the Loan
Agreement or any of the Security Documents or any other documents referred to
therein.


 


8.          Event of Default.
If an Event of Default occurs under the Loan Agreement, the Lender shall be
entitled, without having to initiate legal proceedings and without having
regard to the provisions laid down in law, to:


 


4

















 


(i)          take
all actions which the Lender may deem appropriate for the purpose of securing
its rights under the Loan Agreement and the Security Documents; and


 


(ii)        manage,
enforce, realise and/or take possession of the Insurances or any part thereof
in the way the Lender may, in its sole discretion, find appropriate.


 


8.         Power of Attorney.
Each of the Continuing Shipowning Companies hereby irrevocably appoints the
Lender as its true and lawful attorney with respect to the actions mentioned
above and with full power (in the name of such Continuing Shipowning Company)
to ask, require, demand, receive, compound and give acquittance for any and all
moneys and claims for money due and to become due, to file any claim or to take
any action or institute any proceedings which the Lender may deem necessary or
advisable in order to perfect or enforce this Insurances Assignment, always
provided that this power of attorney shall only be exercisable following the
Lender’s declaration of an Event of Default under the Loan Agreement.


 


9.         Priority. The
security hereby created is a first priority security and each of the Continuing
Shipowning Companies undertakes not to create second priority security
interests in respect of the Insurances assigned hereunder without the Lender’s
prior written consent. Each of the Continuing Shipowning Companies also
undertakes to make any and all registrations or filings necessary to be made in
Denmark in order to perfect the Lender’s interests in the security.


 


10.       Release. Pursuant to Clause 7.4 of the Loan
Agreement, in the event of a voluntary or mandatory final prepayment of the
full amount of the Existing Tranche and the New Tranche in respect of any
Continuing Vessel, subject always to Clause 7.2(b) of the Loan Agreement, this
Insurances Assignment (to the extent only that it relates to the Continuing
Vessel to which such Tranches are allocated) shall be released. In order to
effect such partial release of this Insurances Assignment the Lender shall
execute and deliver to the Borrower a release letter substantially in the form
of Schedule 1 hereto.


 


11.       Governing
law and jurisdiction.
This Insurances Assignment shall be governed by Danish law and any dispute
arising hereunder shall be settled by the Maritime and Commercial Court in
Copenhagen with right of appeal to the Danish Supreme Court. Each of the
Continuing Shipowning Companies agrees that the Lender’s rights against it
according to this Insurances Assignment can be enforced directly against it
according to the principles contained in the Danish Act on Civil Procedure,
sec. 478,1.


 


12.       The
Existing Insurances Assignments.  The obligations of the Continuing
Shipowning Companies under this Insurances Assignment, to the extent that it
secures the Continuing Shipowning Companies’ Guarantee of the Borrower’s
obligations in respect of the Existing


 


5

















 


Tranches are a continuation without interruption of
the Continuing Shipowners respective obligations under the Existing Insurances
Assignments to the extent that such Existing Insurances Assignments secure the
Continuing Shipowning Companies’ obligations under its Existing Guarantee in
respect of the Existing Tranches. Upon execution of this Insurances Assignment
by each of the Continuing Shipowning Companies, the Existing Insurances
Assignments shall terminate and neither the Continuing Shipowning Companies nor
the Lender shall have any rights or obligations thereunder.


 


In WITNESS whereof this Insurances Assignment has been entered into on the
day and in the year stated at the beginning of this Insurances Assignment and
signed by the parties:


 


	
  Stolt Concept B.V.:

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  Stolt Confidence B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  Stolt Creativity B.V.: 

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  Stolt Efficiency B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


6

















 


	
  Stolt Effort B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  Stolt Innovation B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  Stolt Inspiration B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  As Lender:

  	
   

  
	
   

  	
   

  
	
  Danish Ship Finance A/S

  	
   

  
	
  (Danmarks Skibskredit A/S):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Print Name:

  
	
  Capacity:

  	
  Capacity:

  
					



 


7

















 


Schedule 1


 


 FORM OF PARTIAL RELEASE LETTER


 


	
  From:

  	
   

  	
  Danish Ship Finance A/S (Danmarks Skibskredit A/S), Sankt
  Annæ Plads 3, DK-1250 Copenhagen K, Denmark

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  [The relevant Released Shipowning Company], Westerlaan 5, 3016 CK Rotterdam, The
  Netherlands (the “Released Shipowning Company”)

  
	
   

  	
   

  	
   

  
	
  cc:

  	
   

  	
  Stolt-Nielsen Transportation Group Ltd., 800 Connecticut
  Avenue, 4th Floor East, Norwalk, CT 06854, U.S.A.

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  [•]

  



 


Dear Sirs,


 


Re:          LOAN AGREEMENT- USD 225,779,737.18 EXISTING
FINANCING AND USD 100,000,000 NEW FINANCING TOP UP TERM LOAN - PARTIAL RELEASE
LETTER IN RESPECT OF M/S STOLT [•] (THE “RELEASED VESSEL”)


 


Gentlemen:


 


We refer to the loan
agreement dated 27 October 2005 (the “Loan Agreement”) between Stolt Tankers
Finance B.V., as Borrower and Danish Ship Finance A/S (Danmarks Skibskredit
A/S) as Lender and the related Insurances Assignment and Earnings Assignment
each dated 27 October 2005 and entered into between Stolt Concept B.V., Stolt Confidence B.V., Stolt
Creativity B.V., Stolt Efficiency B.V., Stolt Effort B.V., Stolt Innovation
B.V., and Stolt Inspiration B.V., in favour of the Lender. Terms defined
in the Loan Agreement shall have the same meaning when used herein.


 


In view of the full and final prepayment of the full
amount of the Existing Tranche and the New Tranche in respect of the Released
Vessel and as contemplated by Clause 7.4 of the Loan Agreement, the Lender
hereby releases the Released Shipowning Company from its obligations under the
Insurances Assignment and the Earnings Assignment and hereby terminates the
Insurances Assignment and the Earnings Assignment to the extent only that such
assignments relate to the Released Shipowning Company and the Released Vessel
and hereby reassigns to the Released Shipowing Company the Insurances and the
Earnings in respect of the Released Vessel only.


 


Upon the signature of this partial release letter by
the Lender, the Released Shipowing Company and the Lender shall no longer have
any rights or obligations one to the other under the Insurances Assignment or
the Earnings Assignment.


 


8

















 


The Lender hereby authorises the Released Shipowning
Company to send such notices and take such action as it may deem to be necessary
in order to notify any relevant insurer or broker of this partial release of
the Insurances Assignment and to cancel any co-assured or loss payee or
mortgagee interest clauses created in favour of the Lender in respect of the
Insurances covering the Released Vessel pursuant to the terms of the Insurances
Assignment. The Lender, at the Released Shipowning Company’s expense, shall execute
and deliver to the brokers and/or the managers of any association or Club in
which the Released Vessel may be entered, a notice of reassignment
substantially in the form set out in Schedule 1 to this letter. The Lender, at
the Released Shipowning Company’s expense shall execute and do all such other
assurances, deeds, acts and things as the Released Shipowning Company may
reasonably request in writing, delivered to the Lender on or prior to the date
which is 90 days following the date hereof, in connection with discharges,
releases and reassignments contained in this Release Letter.


 


Except as specifically set forth in this partial
release letter [and pursuant to any other partial release letters which the
Lender has signed and delivered], the Insurances Assignment and the Earnings
Assignment shall continue in full force and effect in accordance with their
respective terms.


 


The letter shall be governed by and construed in accordance with Danish
law.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Danish Ship Finance A/S (Danmarks Skibskredit A/S)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


9

















 


Schedule 1 to Partial Release
Letter


 


Notice of release and reassignment
of insurances covering M/S Stolt [•]


 


We, Danish Ship Finance A/S (Danmarks Skibskredit A/S), HEREBY GIVE NOTICE
that, pursuant to a letter of partial release dated [•]
we have released and reassigned absolutely to [Released Shipowing Company] all
our right, title and interest in and to and all benefit of all policies and
contracts of insurance whatsoever and all entries of the ship M/S Stolt [•]
in any protection and indemnity and war risks association which were at any
time whatsoever or are now effected including all proceeds and profits thereof,
all claims of whatever nature, returns of premium and all benefits thereunder
and our right to negotiate and settle all claims thereunder in respect of an
actual or constructive or arranged, agreed or compromised total loss which were
assigned to us by an insurances assignment dated 27 October 2005.


 


	
  Dated:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  



 


10

















 


Schedule
11


 


FORM OF
EARNINGS ASSIGNMENT


 


First Priority Assignment of Earnings


 


M/S Stolt Concept


M/S Stolt Confidence


M/S Stolt Creativity


M/S Stolt Efficiency


M/S Stolt Effort


M/S Stolt Innovation


M/S Stolt Inspiration


 


THIS ASSIGNMENT OF EARNINGS, dated 27 October 2005 (the “Earnings Assignment”) is made by each of
the following companies (collectively, the “Continuing
Shipowning Companies”):


 


(1)           Stolt Concept B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341651;


 


(2)           Stolt Confidence B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341646;


 


(3)           Stolt Creativity B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341647;


 


(4)           Stolt Efficiency B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341659;


 


(5)           Stolt Effort B.V., a Dutch limited liability company
with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341648;


 

















 


(6)           Stolt Innovation B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341645;


 


(7)           Stolt Inspiration B.V., a Dutch limited liability
company with registered office in Schiedam, The Netherlands and with offices at
Westerlaan 5, 3016 CK Rotterdam, The Netherlands and with company registration
number 24341658;


 


in favour of Danish Ship Finance A/S (Danmarks Skibskredit A/S), Sankt Annæ Plads 3, DK-1250
Copenhagen K, Denmark (the “Lender”) (the “Lender”).


 


WHEREAS:


 


(A)          The Loan
Agreement. Stolt Tankers Finance B.V. (the “Borrower”) and the Lender are parties to a
USD 225,779,737.18 existing
financing and USD 100,000,000 new financing top up term loan agreement (the “Loan Agreement”) dated 27 October 2005
pursuant to which, among other things, (i) the Perseverance Tranche will be
allocated, on a pro rata basis, to the outstanding Tranches in respect of the
Continuing Vessels, (ii) the Existing Tranches will become subject to the terms
and conditions of the Loan Agreement, and (iii) the Advance, to be allocated to
the New Tranches, will be disbursed to the Borrower. The Tranches have been
applied, in accordance with the terms of the Loan Agreement, to the financing
of the Continuing Vessels owned by each of the Continuing Shipowning Companies.


 


(B)           The
Existing Assignments of Earnings. On 20 November 2002,
each of the Continuing Shipowning Companies entered into a separate assignment
of earnings (the seven separate assignments of earnings being herein referred
to together as the “Existing Earnings
Assignments”) pursuant to which it assigned in favour of the Lender
all of the earnings in respect of the Continuing Vessel owned by it by way of
security for its obligations under its guarantee (together, the “Existing Guarantees”) of the Borrower’s
obligations under the Existing Loan Agreement (including, without limitation,
the Borrower’s obligations to repay the Existing Tranches).


 


(C)           The
Continuing Shipowning Companies Guarantee. On the date hereof,
each of the Continuing Shipowning Companies is entering into a joint and
several guarantee of all of the Borrower’s obligations under the Loan
Agreement. Such guarantee is herein referred to as the “Continuing Shipowning Companies’ Guarantee”.


 


(D)          This
Earnings Assignment as a condition precedent to the signing of the Loan
Agreement. It is a condition precedent to the Lender’s signing of
the Loan Agreement and its obligation


 


2

















 


to make the Advance
available to the Borrower under the Loan Agreement that each of the Continuing
Shipowning Companies executes and delivers and perfects this Earnings
Assignment.


 


NOW, THEREFORE, in consideration for the Lender
entering into the Loan Agreement each of the Continuing Shipowning Companies
agrees as follows:


 


 


1.           Defined terms.
Capitalised terms used herein and not otherwise defined herein are used with
the meanings ascribed to them in the Loan Agreement.


 


2.           Assignment. As
security for the fulfilment of any and all obligations that each of the
Continuing Shipowning Companies may have towards the Lender now or at any time
in the future pursuant to the Continuing Shipowning Companies’ Guarantee, each
of the Continuing Shipowning Companies hereby irrevocably and unconditionally
assigns to the Lender and grants to the Lender a first priority security
interest and pledge over all of such Continuing Shipowning Companies’ rights, title
and interest in and to:


 


(i)        any
and all present and future charterparties, bills of lading and contracts of
affreightment in respect of the Continuing Vessel owned by such Continuing
Shipowning Company; and


 


(ii)       all
earnings and moneys from time to time due or payable to us arising out of any
present and future charterparties in respect of the Continuing Vessel owned by
such Continuing Shipowning Company, bills of lading, contracts of affreightment,
requisition or any other activities whatsoever of such Continuing Vessel,
including but without limitation all claims for money, loss or damages arising
out of the present or future use, chartering, operation or management of such
Continuing Vessel.


 


3.          Payments. The Earnings Assignment implies inter alia that any and all payments of
the earnings assigned in favour of the Lender pursuant to Clause 2 can only be
made with releasing effect if made into such bank account as may from time to
time be nominated by the Lender.


 


4.          Undertakings. Each of the Continuing Shipowning Companies
undertakes immediately to give such payment instructions and notices and
generally to do and cause to be done such things as the Lender may deem
necessary or advisable in order to perfect or enforce this Earnings Assignment.


 


3

















 


5.          Rights divisible. The rights hereunder are divisible and
the Lender may choose only to exercise the rights in part. Should the Lender
choose only to exercise the rights in part, this shall not in any way impede
the Lender from exercising the remaining rights in the future.


 


6.          No satisfaction by intermediate payment; no prejudice. The Earnings Assignment shall not be
satisfied by any intermediate payment of any amount secured by this Earnings
Assignment or by any other security, which may be given to the Lender. Neither
shall this Earnings Assignment be prejudiced or affected by any time or
indulgence granted by the Lender to any Continuing Shipowning Company or any
third party or by any invalidity in the Earnings Assignment, the Loan Agreement
or any of the Security Documents or any other documents referred to therein.


 


7.          Event of Default.
If an Event of Default occurs under the Loan Agreement, the Lender shall be
entitled, without having to initiate legal proceedings and without having
regard to the provisions laid down in law, to:


 


(i)          take
all actions which the Lender may deem appropriate for the purpose of securing
its rights under the Loan Agreement and the Security Documents; and


 


(ii)        manage,
enforce, realise and/or take possession of the earnings assigned pursuant to
this Earnings Assignment and the contracts related thereto or any part thereof
in the way the Lender, in its sole discretion, may find appropriate.


 


8.          Priority. The
security hereby created is a first priority security and each of the Continuing
Shipowning Companies undertakes not to create second priority security
interests in respect of the earnings assigned hereunder without the Lender’s
prior written consent.


 


9.          Perfection. Each of
the Continuing Shipowning Companies undertakes to make any and all
registrations or filings necessary to be made in Denmark in order to perfect
the Lender’s interests in the security and to notify the counterparties to any
contracts pursuant to which the earnings assigned hereunder arise and obtain a
written acknowledgement and acceptance of this Earnings Assignment from such
counterparties promptly upon the request of the Lender following the occurrence
of an Event of Default under the Loan Agreement.


 


13.         Power of Attorney.
Each of the Continuing Shipowning Companies hereby irrevocably appoints the
Lender as its true and lawful attorney with respect to the actions mentioned
above and with full power (in the name of such Continuing Shipowning Company)
to ask, require, demand, receive, compound and give acquittance for any and all
moneys and claims for money due and to become due, to file any claim or to take
any action or institute any proceedings which the Lender may deem necessary or
advisable in order to perfect or enforce this Earnings Assignment, always
provided that this power of attorney shall only be


 


4

















 


exercisable following the Lender’s declaration of an
Event of Default under the Loan Agreement.


 


14.         Release. Pursuant
to Clause 7.4 of the Loan Agreement, in the event of a voluntary or mandatory
final prepayment of the full amount of the Existing Tranche and the New Tranche
in respect of any Continuing Vessel, subject always to Clause 7.2(b) of the Loan
Agreement, this Earnings Assignment (to the extent only that it relates to the
Continuing Vessel to which such Tranches are allocated) shall be released. In
order to effect such partial release of this Earnings Assignment the Lender
shall execute and deliver to the Borrower a release letter substantially in the
form of Schedule 1 to the Insurances Assignment entered into by the parties
hereto on the date hereof.


 


10.        Governing
law and jurisdiction.
This Earnings Assignment shall be governed by Danish law and any dispute
arising hereunder shall be settled by the Maritime and Commercial Court in
Copenhagen with right of appeal to the Danish Supreme Court. Each of the
Continuing Shipowning Companies agrees that the Lender’s rights against it
according to this Earnings Assignment can be enforced directly against it
according to the principles contained in the Danish Act on Civil Procedure,
sec. 478,1.


 


11.        The
Existing Earnings Assignments.  The obligations of the Continuing
Shipowning Companies under this Earnings Assignment, to the extent that it
secures the Continuing Shipowning Companies’ Guarantee of the Borrower’s
obligations in respect of the Existing Tranches are a continuation without
interruption of the Continuing Shipowners respective obligations under the
Existing Earnings Assignments to the extent that such Existing Earnings
Assignments secure the Continuing Shipowning Companies’ obligations under its
Existing Guarantee in respect of the Existing Tranches. Upon execution of this
Earnings Assignment by each of the Continuing Shipowning Companies, the
Existing Earnings Assignments shall terminate and neither the Continuing
Shipowning Companies nor the Lender shall have any rights or obligations
thereunder.


 


In WITNESS whereof this Earnings Assignment has been entered into on the
day and in the year stated at the beginning of this Earnings Assignment and
signed by the parties:


 


 


	
  Stolt Concept B.V.:

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


5

















 


	
  Stolt Confidence B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


	
  Stolt Creativity B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


	
  Stolt Efficiency B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


	
  Stolt Effort B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


	
  Stolt Innovation B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


6

















 


	
  Stolt Inspiration B.V.:

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name: 

  	
  Walter Lion

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


	
  As Lender:

  	
   

  
	
   

  	
   

  
	
  Danish Ship Finance A/S

  	
   

  
	
  (Danmarks Skibskredit A/S):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Print Name:

  
	
  Capacity:

  	
  Capacity:

  
					



 


7

















 


Schedule 12


 


FORM OF MORTGAGE AND DEED OF COVENANTS


 


DRAFT PROFORMA MORTGAGE


 


WHEREAS there is an account current (for a maximum principal amount of USD
[ ]), between [VESSEL OWNER], whose principal place of business is at 5
Westerlaan, 3016 ROTTERDAM, The Netherlands, and whose registered office is at
25 Karel Doormanweg, 3115 JD SCHIELDAM, The Netherlands (hereinafter sometimes
the “Mortgagor”) and DANISH SHIP
FINANCE A/S (DANMARKS SKIBSKREDIT A/S), whose registered address is at 1-3
Sankt Annæ Plads, DK-1021 Copenhagen K, Denmark (hereinafter sometimes the “Mortgagee”), the terms and conditions of
which are regulated by: (i) a loan agreement dated [ ] 2005 between the
Mortgagee (as creditor) and Stolt Tankers Finance B.V. (as debtor) (the “Loan Agreement”); (ii) a guarantee dated [
] by the Mortgagor, among others, of all of the obligations of Stolt Tankers
Finance B.V. under such Loan Agreement (the “Guarantee”),
(iii) a first priority assignment of earnings dated [ ] by the Mortgagor, among
others, pursuant to which, among other things, all earnings of the Ship
described above are assigned in favour of the Mortagee, (the “Earnings Assignment”) (iv) a first priority
assignment of insurances dated [ ] by the Mortgagor, among others, pursuant to
which, among other things, all insurances and rights in respect thereof
covering the Ship described above are assigned in favour of the Mortagee, (the “Insurances  Assignment”) and (v) a deed of covenants dated [ ] entered
into by the Mortgagor in favour of the Mortgagee (the “Deed of Covenants” and together with the
Loan Agreement, the Guarantee, the Earnings Assignment and the Insurances
Assignment, each as may be amended, varied, supplemented or novated from
time to time being referred
to herein as the “Security Documents”)
and
whereas pursuant to the Security Documents, the Mortgagor has agreed to execute
this Mortgage for the purpose of securing payment by the Mortgagor to the
Mortgagee of all sums for the time being owing to the Mortgagee in the manner
and at the time set forth in the Security Documents and in order to secure the
performance of all obligations of the Mortgagor under the Security Documents,
the Mortgagor has agreed to execute this mortgage and whereas the amount of
principal and interest or other monies due to the Mortgagee at any given time
can be ascertained by reference to the Security Documents and/or the books of
account (or other accounting records) of the Mortgagee.


 


Now we (b) the Mortgagor in consideration of the premises for
ourselves and our successors, covenant with the said (c) DANISH SHIP
FINANCE A/S (DANMARKS SKIBSKREDIT A/S) and (d) its assigns, to pay
to him or them or it the sums for the time being due on this security, whether
by way of principal or interest, at the times and manner aforesaid.  And for the purpose of better securing to the
said (c) DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S) the
payment of


 

















 


such sums as last aforesaid, we do hereby mortgage to the said (c)
DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S) all 64/64 shares, of which
we are the Owners in the Ship above particularly described, and in her boats
and appurtenances.


 


Furthermore it is hereby provided that it is prohibited to create further
mortgages over the Ship, transfer ownership of the Ship or any of her shares,
change the name of the Ship or terminate the registration of the Ship on
application of the Mortgagor without, in each case, the prior written consent
of the Mortgagee.


 


Lastly, we for ourselves and our successors, covenant
with the said (c) DANISH SHIP FINANCE A/S (DANMARKS SKIBSKREDIT A/S) and (d)
its assigns that we have power to mortgage in manner aforesaid the
above-mentioned shares, and that the same are free from encumbrances (e)


 

















 


DEED OF COVENANTS


 


	
  BETWEEN

  	
   

  	
  [Insert
  name of Continuing Shipowning Company]

  (the “Owner” which expression shall include its successors and permitted
  assignees)

  
	
   

  	
   

  	
   

  
	
  AND

  	
   

  	
  Danish Ship Finance A/S

  (Danmarks Skibskredit A/S)

  (the Mortgagee which expression shall include its successors and assignees)

  
	
   

  	
   

  	
   

  
	
  DATED

  	
   

  	
  27 October 2005

  



 

















 


CONTENTS


 


	
  1.

  	
  DEFINITIONS AND CONSTRUCTION

  	
  2

  
	
  2.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  6

  
	
  3.

  	
  COVENANT AND GUARANTEE TO PAY PRINCIPAL, INTEREST AND OTHER
  MONEYS

  	
  6

  
	
  4.

  	
  MORTGAGE AND ASSIGNMENT OF THE MORTGAGED PREMISES

  	
  7

  
	
  5.

  	
  COVENANTS

  	
  9

  
	
  6.

  	
  POWERS OF MORTGAGEE TO PROTECT SECURITY AND REMEDY DEFAULTS

  	
  14

  
	
  7.

  	
  EVENTS OF DEFAULT

  	
  15

  
	
  8.

  	
  POWERS OF MORTGAGEE ON EVENT OF DEFAULT

  	
  16

  
	
  9.

  	
  RECEIVER

  	
  17

  
	
  10.

  	
  APPLICATION OF MONEYS

  	
  18

  
	
  11.

  	
  CONTINUING SECURITY

  	
  19

  
	
  12.

  	
  DELEGATION

  	
  20

  
	
  13.

  	
  INDEMNITY AND COSTS

  	
  20

  
	
  14.

  	
  POWER OF ATTORNEY

  	
  20

  
	
  15.

  	
  FURTHER ASSURANCEs

  	
  21

  
	
  16.

  	
  NOTICES

  	
  21

  
	
  17.

  	
  SEVERABILITY

  	
  22

  
	
  18.

  	
  RELEASE OF EXISTING DEED OF COVENANTS

  	
  22

  
	
  19.

  	
  GOVERNING LAW AND JURISDICTION

  	
  22

  



 


1

















 


DEED OF COVENANTS


 


This Deed of Covenants (the “Deed”) is made on 27 October between:


 


(1)                 [Name of Continuing Shipowning Company],
Westerlaan 5, 3016 CK, Rotterdam, The Netherlands, (the “Owner”), and


 


(2)                 Danish Ship Finance A/S (Danmarks Skibskredit A/S), Sankt Annæ Plads 3, DK-1250
Copenhagen K, Denmark (the “Mortgagee”).


 


WHEREAS


 


(A)                Ownership of Ship.
The Owner is the sole, absolute, legal and beneficial owner of sixty-four
sixty-fourth shares in the Ship described in Clause 1.1 hereof.


 


(B)                The Loan Agreement.
Stolt Tankers Finance B.V., Westerlaan 5, 3016 CK, Rotterdam, The Netherlands
(the “Borrower” which expression shall include its successors and assigns) and
the Mortgagee are parties to a USD 225,779,737.18 existing financing and USD
100,000,000 new financing top up term loan agreement (the “Loan Agreement”) dated 27 October 2005
pursuant to which, among other things, (i) certain existing indebtedness of the
Borrower outstanding from the Mortgagee will become subject to the terms and
conditions of the Loan Agreement, and (ii) the Mortgagee agrees to make
available to the Borrower an additional advance in the amount of USD
100,000,000. Stolt-Nielsen S.A. (“SNSA”), Stolt-Nielsen Transportation Group
Ltd., Liberia (“SNTG-LIB”), Stolt-Nielsen Transportation Group Ltd., Bermuda (“SNTG-BER”),
Stolt-Nielsen Investments N.V. (“SNI”), Stolt-Nielsen Holdings B.V. (“SNH”),
Stolt-Nielsen Transportation Group B.V. (“SNTG BV”), the Owner and the Sister
Companies (as defined below) have agreed, irrevocably, unconditionally and as
debtors for own debt, to guarantee the Borrower’s full and timely performance
of all obligations under the Loan Agreement. The guarantee to be entered into
by SNSA, SNTG-LIB, SNTG-BER, SNI, SNH and SNTG is referred to as the “Parent
Companies Guarantee” and the guarantee to be entered into by Owner and the
Sister Companies is referred to as the “Continuing Shipowning Companies’
Guarantee”.


 


(C)                The Assignments of Earnings and Insurances. Pursuant to the terms of the Loan Agreement, the
Owner and the Sister Companies are required to enter into an assignment of
Earnings and an assignment of Insurances pursuant to which the Owner assigns
the


 

















 


Earnings and the Insurances in respect of the Ship
and the Sister Companies assign the Earnings and the Insurances in respect of
the ships owned by each of them to the Mortgagee by way of security for the
Owner’s and the Sister Companies obligations under the Continuing Shipowning
Companies’ Guarantee. Such assignment of Earnings and such assignment of
Insurances are referred to herein as the “Assignment of Earnings” and the “Assignment
of Insurances”, respectively.


 


(D)                The Statutory Mortgage. The Loan Agreement provides (inter alia) that there should be executed
in favour of the Mortgagee a Mortgage of the said Ship to secure (inter alia)
all sums of money (all “Indebtedness” as defined in the Loan Agreement) from
time to time owing to the Mortgagee under the Loan Agreement and under the
aforesaid Continuing Shipowning Companies Guarantee. There has
contemporaneously with the execution of this Deed been executed by the Owner in
favour of the Mortgagee a Statutory Mortgage in account current form
constituting a first priority Mortgage of sixty-four sixty-fourth shares in the
said Ship.


 


(E)                 Deed as supplement to Mortgage. This Deed is supplemental to the Mortgage
aforesaid and to the security thereby created.


 


NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED as follows:


 


1.                  DEFINITIONS AND CONSTRUCTION


 


1.1                Definitions. In this
Deed unless the context otherwise requires:


 


“Approved Brokers” means such firm of insurance
brokers, appointed by the Owner, as may from time to time be approved in
writing by the Mortgagee for the purposes of this Deed;


 


“Banking Day” means any day on which banks and
foreign exchange markets are open for the transaction of business in New York,
London, and Copenhagen;


 


“Dollars” and “$” means the lawful currency
of the United States of America;


 


“Earnings” means all monies whatsoever from time to
time due or payable to the Owner during the Security Period arising out of the
use or operation of the Ship including (but without limiting the generality of
the foregoing) all freight, hire and passage monies, compensation in the event
of requisition of the Ship for hire, remuneration for salvage and towage services,
demurrage and detention monies, and damages for breach (or


 


2

















 


payments for variation or termination) of any charterparty
or other contract for the employment of the Ship;


 


“Expenses” means the aggregate at any relevant time
(to the extent that the same have not been received or recovered by the
Mortgagee or any Receiver) of


 


a)            all losses, liabilities, costs, charges, expenses and outgoings of
whatever nature (including without limitation) taxes, stamp duty, registration
fees and insurance premiums (suffered, incurred or paid by the Mortgagee or any
Receiver in connection with the exercise of the powers referred to in this Deed
or otherwise) payable by the Owner in accordance with Clause 13; and


 


b)            interest on all such losses, liabilities, charges, costs, expenses and
outgoings from the date on which the same was suffered, incurred or paid by the
Mortgagee or any Receiver until the date of receipt or the recovery thereof
(whether before or after judgment) at a rate per annum equal to the aggregate
of 2 (two) per cent and the cost to the Mortgagee or such Receiver (as the case
may be) of funding the amount in question (as conclusively certified by the
Mortgagee or such Receiver as the case may be);


 


“Insurances” means all policies and contracts of
insurance (which expression includes all entries of the Ship in a protection
and indemnity or war risks association) from time to time during the Security
Period taken out or entered into by or for the benefit of the Owner in respect
of the Ship, her Earnings or otherwise howsoever in connection with the Ship
and all benefits thereof (including claims of whatsoever nature and return of
premiums);


 


“Loan” means the principal amount advanced by the
Mortgagee to the Borrower pursuant to the Loan Agreement or, as the context may
require, the amount thereof for the time being outstanding;


 


“Loss Payable Clauses” means the provisions
regulating the manner of payment of sums receivable under the Insurances which
are to be incorporated in the relevant insurance documents, such Loss Payable
Clauses to be in the form set out in Schedule I or in such other form as may
from time to time be agreed in writing by the Mortgagee;


 


“Mortgage” means the statutory mortgage mentioned in
Recital (C) hereto;


 


3

















 


“Mortgaged Premises” means:


 


the Ship,


 


the Insurances,


 


the Earnings, and


 


any Requisition Compensation;


 


“Loan Agreement” means the Loan Agreement dated 27
October 2005 as mentioned in Recital (B) hereto;


 


“Outstanding Indebtedness” means the aggregate of
the Indebtedness as determined by the Mortgagee, including all outstanding
principal amounts, all interest accrued and accruing thereon, the Expenses and
all other sums of money from time to time owing to the Mortgagee (whether the
same shall be due and payable or not) under the Security Documents or any of
them;


 


“Person” includes any body of persons corporate or
unincorporated;


 


“Receiver” means any receiver and/or manager
appointed pursuant to Clause 9;


 


“Requisition Compensation” means all monies or other
compensation from time to time payable during the Security Period by reason of
requisition for title or other compulsory acquisition of the Ship otherwise
than by requisition for hire;


 


“Security Documents” means the Loan Agreement, this
Deed, the Mortgage, the deeds of covenants and mortgages required by the terms
of the Loan Agreement to be entered into by the Sister Companies as security
for the Outstanding Indebtedness, the Parent Companies Guarantee, the
Continuing Shipowning Companies’ Guarantee, the Assignment of Earnings, the
Assignment of Insurances, the undertaking entered into by SNTG-BER, SNI, SNH,
and SNTG BV in connection with the Loan Agreement, and any other document or
instrument from time to time executed as security for the Outstanding Indebtedness
or any part thereof;


 


“Security Period” means the period terminating upon
payment of all moneys payable under the Security Documents and the discharge of
all other obligations secured thereby;


 


“Ship” means the vessel M/S Stolt [•]
registered at the Port of George Town, Cayman Islands under Official Number [•]
and includes any share or interest therein and her engines


 


4

















 


machinery boats tackle outfit equipment spare gear fuel consumable
or other stores belongings and appurtenances whether on board or ashore and
whether now owned or hereafter acquired;


 


“Sister Companies” means Stolt Concept B.V., Stolt
Confidence B.V., Stolt Creativity B.V., Stolt Efficiency B.V., Stolt Effort
B.V., Stolt Innovation B.V., and Stolt Inspiration B.V.; [Delete the name of the Owner]


 


“Total Loss” means:


 


(i)          the
actual, agreed, constructive, compromised or arranged total loss of the Ship;


 


(ii)         the
abandonment or condemnation of the Ship;


 


(iii)        the
requisition for title or other compulsory acquisition, requisition,
appropriation, expropriation, deprivation, forfeiture or confiscation for any
reason of the Ship by any government entity or other competent authority,
whether de jure or de facto
other than for hire; or


 


(iv)        hijacking,
theft, condemnation, capture, detention, confiscation or other incidents
provided any such incident is adequately covered by the insurances taken out
for the Ship.


 


1.2                Construction. In the
Mortgage:


 


a)         references
to “interest” shall be construed as references to interest covenanted to be
paid in accordance with Clause 3, any interest payable by or recoverable from
the Owner under Clauses j)m) and 8.1 f) and interest specified in paragraph a)
of the definition of “Expenses” in Clause 1.1;


 


b)        references
to “principal” shall be construed as references to all other sums of money for
the time being comprised within the Outstanding Indebtedness;


 


c)        the
expression “all sums for the time being owing to the Mortgagee” means the whole
of the Outstanding Indebtedness.


 


1.3                Relationship
to Loan Agreement. The obligations and liabilities
of the Owner according to this Deed shall be the same as its and the Borrower’s
obligations and liabilities stated in the Loan Agreement. Consequently, this
Deed shall be read together with the


 


5

















 


Loan Agreement but in
case of any conflict between this Deed and the Loan Agreement, the provisions
of the Loan Agreement shall prevail.


 


1.4                Construction
of additional terms. In this Deed, unless the context
otherwise requires:


 


a)         references
to Clauses are to be construed as references to clauses of this Deed;


 


b)        references
to (or to any specified provision of) this Deed or any other document shall be
construed as references to this Deed, that provision or that document as in
force for the time being and as amended in accordance with the terms thereof,
and (where such consent is, by the terms of this Deed or the relevant document,
required to be obtained as a condition to such amendment being permitted) the
prior written consent of the Mortgagee;


 


c)        words
importing the plural shall include the singular and vice versa; and


 


d)        references
to a person shall be construed as references to an individual, firm, company,
corporation or unincorporated body of persons or any state or any agency
thereof.


 


2.                  REPRESENTATIONS AND WARRANTIES


 


2.1                Representations
and warranties. The Owner hereby represents and warrants to the
Mortgagee that:


 


a)         it
is the sole, absolute, legal and beneficial owner of the Ship;


 


b)         the
Ship is not subject to any charter which, if entered into after the date of
this Deed, would have required the consent of the Mortgagee under Clause j)k)
and there is no existing agreement or arrangement whereby the Earnings may be
shared with any other person; and


 


c)         neither
the Mortgaged Premises nor any part thereof is subject to any mortgage, charge,
assignment or other encumbrance save as constituted by the Mortgage and this
Deed or otherwise permitted by the terms of this Deed.


 


3.                  COVENANT AND GUARANTEE TO PAY PRINCIPAL, INTEREST AND OTHER MONEYS


 


3.1                Covenant
and guarantee. In consideration of the continuation of the
Existing Tranches (as defined in the Loan Agreement) and the disbursement of
the Advance (as defined in


 


6

















 


the Loan Agreement) by
the Mortgagee to the Borrower on or before the date hereof in accordance with
the provisions of the Loan Agreement the Owner hereby covenants with and
guarantees to the Mortgagee:


 


a)         to
repay the Tranches by the instalments and on the dates referred to and
otherwise in the manner and upon the terms set out in the Loan Agreement;


 


b)         to
pay interest on the Tranches, and on any overdue interest or other moneys
payable under the Loan Agreement, at the rate or rates from time to time
applicable thereto in the manner and upon the terms set out in the Loan
Agreement; and


 


c)         to
pay all other moneys payable by the Owner or by the Borrower under the Security
Documents or any of them at the times and in the manner therein specified.


 


4.                  MORTGAGE AND ASSIGNMENT OF THE MORTGAGED PREMISES


 


4.1                Mortgage
and assignment. By way of security for the Owner’s obligations
under the Continuing Shipowning Companies Guarantee to pay the Outstanding
Indebtedness, the Owner as BENEFICIAL OWNER HEREBY MORTGAGES AND CHARGES with
first priority to and in favour of the Mortgagee all its interest, rights and
title, present and future, in and to the Mortgaged Premises and without
prejudice to the generality of the foregoing the Owner hereby assigns and
agrees to assign to the Mortgagee all its rights, title and interest in and to
the Earnings, the Insurances and any Requisition Compensation and all its
benefits and interests present and future therein PROVIDED HOWEVER THAT:


 


(i)            any sums
recoverable in respect of the Insurances shall (unless and until there shall
happen any of the events specified in Clause 7 hereof whereupon all insurance
recoveries shall be receivable by the Mortgagee in accordance with Clause 8.1 b)
hereof) be payable as follows:


 


there shall be paid to the Mortgagee any and every
sum recoverable under the Insurances against fire and usual marine risks and
war risks in respect of a Total Loss and any and every sum recoverable under
such insurances in respect of a major casualty (that is to say any casualty in
respect whereof the claim or the aggregate of the claims exceeds $1,000,000.
inclusive of any deductible);


 


7

















 


all other sums recoverable in respect of the
Insurances against fire and usual marine risks and war risks shall be paid to
the Owner and shall be applied by it for the purpose of making good the loss
and fully repairing all damage in respect whereof the insurance moneys shall
have been received;


 


(ii)           the
Earnings shall be payable to such account of the Owner as the Mortgagee shall
from time to time agree and shall be at the disposal of the Owner until such
time as the Mortgagee shall direct to the contrary, whereupon the Owner shall
forthwith, and the Mortgagee may at any time thereafter, instruct the persons
from whom the Earnings are then payable to pay the same to the Mortgagee or as
it may direct and any Earnings then in the hands of the Owner’s brokers or
other agents shall be deemed to have been received by them for the use and on
behalf of the Mortgagee;


 


(iii)          upon
payment and discharge in full to the satisfaction of the Mortgagee of the
Outstanding Indebtedness the Mortgagee shall, at the request and cost of the
Owner, release it from the guarantee regarding the Loan Agreement and reassign
the Earnings, the Insurances and any Requisition Compensation to the Owner or
as it may direct;


 


(iv)         for the
sake of clarity, it is agreed that the Outstanding Indebtedness includes all
Tranches outstanding under the Loan Agreement and that, consequently, the
Mortgage on the Ship secures not only obligations regarding the Tranche
relating to the Ship, but obligations regarding all Tranches under the Loan
Agreement; and


 


(v)          in
accordance with Clause 7.4 of the Loan Agreement, in event of the full and
final prepayment of the full amount of the Existing Tranche and the New Tranche
in relation to the Ship, the Mortgage and Deed of Covenant covering the Ship
shall be released by way of the signing by the Lender of the deed of release
appearing on such mortgage, and the Insurances Assignment and the Earnings
Assignment (in each case to the extent only that they relate to the Ship) shall
be released by way of the signing by the Lender and delivery to the Borrower of
letter of partial release of such assignments in the form set forth in Schedule
1 to the Insurances Assignment.


 


8

















 


5.                  COVENANTS


 


5.1                Covenants. THE OWNER
COVENANTS with the Mortgagee AND UNDERTAKES throughout the Security Period:


 


5.1.1             Insurances.


 


a)         Types of Insurances: to effect and maintain at the expense of the Owner,
with such amounts on such terms and with such insurers as have been approved by
the Mortgagee, the following insurances on the Ship:


 


(i)          hull
and machinery insurance, including insurance against actual, agreed,
constructive or compromise total loss;


 


(ii)         war
risk insurance, including blocking and trapping insurance, covering both hull
and deprivations;


 


(iii)        protection
and indemnity insurance, including oil pollution, freight, demurrage and
defence;


 


(iv)        all
such insurances to cover innocent mortgagee interest in favour of the Mortgagee;
and


 


(v)         such
additional insurances as the Mortgagee in its sole reasonable discretion may
request;


 


b)            Insured amounts and Approved Brokers: to effect the Insurances aforesaid (a)
in such amounts and upon such terms as shall from time to time be approved by
the Mortgagee (b) through the Approved Brokers and with such insurance
companies and/or underwriters as shall from time to time be approved in writing
by the Mortgagee;


 


c)            Expiry of Insurances: at least fourteen days before the relevant policies,
contracts or entries expire to notify the Mortgagee of the names of the brokers
and/or entities proposed to be employed by the Owner for the purposes of the
renewal of the Insurances and of the amounts in which such insurances are
proposed to be renewed and the risks to be covered and, subject to compliance
with any requirements of the Mortgagee pursuant to this Clause, to procure that
appropriate instructions for the renewal of such insurances on the terms so
specified are given to the Approved Brokers; and to renew all such Insurances


 


9

















 


at least seven days before the relevant policies,
contracts or entries expire and procure that the Approved Brokers will at least
seven days before such expiry (or within such shorter period as the Mortgagee
may from time to time agree) confirm in writing to the Mortgagee as and when
such renewals have been effected in accordance with the instructions so given;


 


d)            Payment of premiums: punctually to pay all premiums calls contributions
or other sums payable in respect of all such Insurances and to produce all
relevant receipts or other evidence of payment when so required by the
Mortgagee;


 


e)            Endorsement of Mortgagee’s interest: to procure that the interest of the
Mortgagee shall be duly endorsed upon all slips, cover notes, policies,
certificates of entry or other instruments of insurance issued or to be issued
in connection with the Insurances aforesaid;


 


f)             Cooperate in collection: to do all things necessary and provide all
documents, evidence and information to enable the Mortgagee to collect and
recover any monies which shall at any time become due in respect of the
Insurances;


 


g)            Insurance report: if so requested by the Mortgagee, but at the cost
of the Owner (provided that the Owner shall be required to bear such cost no
more than once per year and any report in excess of one per year shall be paid
for by the Mortgagee), to furnish the Mortgagee with a detailed report signed
by an independent firm of marine insurance brokers appointed by the Mortgagee
dealing with the insurances maintained on the Ship and stating the opinion of
such firm as to the adequacy thereof;


 


h)            Loss payable and cancellation clauses: to deposit with the Approved Brokers
(or procure the deposit of) all slips, cover notes, policies, certificates of
entry and other instruments of insurance from time to time issued in connection
with such of the Insurances referred to in Clause 5.1.1a) as are effected
through the Approved Brokers and procure that the interest of the Mortgagee
shall be endorsed thereon by incorporation of a Loss Payable Clause and Notice
of Cancellation Clause and by means of a Notice of Assignment (signed by the
Owner) in such form as may from time to time be agreed in writing by the
Mortgagee and that the Mortgagee shall be furnished with pro forma copies
thereof and a letter or letters of undertaking from the Approved Brokers in
such form as shall from time to time be reasonably required by the Mortgagee;


 


i)             Comply with terms of Insurances: not to employ the Ship or suffer the
Ship to be employed otherwise than in conformity with the terms of the
Insurances


 


10

















 


(including any warranties express or implied
therein) without first obtaining the consent to such employment of the insurers
and complying with such requirements as to extra premium or otherwise as the
insurers may prescribe; and


 


j)             Application of insurance indemnities paid to Owner: To apply all such sums receivable in
respect of the Insurances as are paid to the Owner in accordance with Clause c)(i)
0 hereof for the purpose of making good the loss and fully repairing all
damages in respect whereof the insurance moneys shall have been received.


 


5.1.2             Management
of the Ship.


 


a)        Registration: to keep the Ship registered at
the port of George Town, Cayman Islands and not do or suffer to be done
anything or omit to do anything whereby such registration may be forfeited or imperilled;


 


b)        Changes to Ship: not without the previous consent
in writing of the Mortgagee to:


 


(i)                make any modification to the Ship which would involve material alteration
of her structure type or performance characteristics or could reduce her value;


 


(ii)               remove any material part of the Ship or any equipment the value of which
is such that its removal from the Ship would materially reduce the value of the
Ship without replacing the same with the equivalent part or equipment owned by
the Owner free from encumbrances; or


 


(iii)              install on the Ship any equipment owned by a third party which cannot be
removed without causing damage to the structure or fabric of the Ship;


 


c)        Maintenance and repair: to keep the Ship in a good and
efficient state of repair and so as to comply with the provisions of the
Merchant Shipping Acts and all other regulations and requirements (statutory or
otherwise) from time to time applicable to vessels registered at George Town,
Cayman Islands and to procure that all repairs to or replacement of any damaged
worm or lost parts or equipment be effected in such manner (both as regards
workmanship and quality of materials) as not to diminish the value of the Ship
and to maintain the present class of the Ship;


 


11

















 


d)        Inspection: to permit the Mortgagee by
surveyors or other persons appointed by it for such purpose to board the Ship
at all reasonable times, but without unduly interfering with the operation of
the Ship, for the purpose of inspecting her condition or for the purpose of
satisfying themselves in regard to proposed or executed repairs and to afford
all proper facilities for such inspections and to submit the Ship to such
periodical and other surveys required for classification purposes or otherwise
and to supply to the Mortgagee copies of all survey reports issued in respect
thereof;


 


e)        Discharge of liens: to promptly pay and discharge all
debts, damages, liabilities and outgoings whatsoever which have given or may
give rise to maritime statutory or possessory liens on or claims enforceable
against the Ship and in the event of arrest of the Ship pursuant to legal
process or purported legal process or in the event of her detention in exercise
or purported exercise of any such lien or claim as aforesaid to procure the
release of the Ship from such arrest or detention forthwith upon receiving
notice thereof by providing bail or procuring the provision of security or
otherwise as the circumstances may require;


 


f)         Employment of Ship: not to employ the Ship or suffer
her employment in any trade or business which is forbidden by International Law
or which is otherwise illicit or unlawful under the law of any relevant
jurisdiction or in carrying illicit or prohibited goods or in any manner
whatsoever which may render her liable to condemnation in a Prize Court or to
destruction, seizure, confiscation, penalty or sanctions and in the event of
hostilities in any part of the world (whether war be declared or not) nor to
employ the Ship or suffer her employment in carrying any contraband goods or
enter or trade to any zone which is declared a war zone by any Government or by
the Insurers unless the Mortgagee shall have first given its consent thereto in
writing and there shall have been effected by the Owner and at its expense such
special insurance cover as the Mortgagee may require;


 


g)        Information: promptly to furnish to the
Mortgagee all such information as it may from time to time require regarding
the Ship her position and copies of all charters and other contracts for her
employment or otherwise howsoever concerning her;


 


h)        Notifications: to notify the Mortgagee forthwith
by telex or telecopy of:


 


any accident to the Ship requiring repairs the cost
of which will or is likely to exceed $1,000,000 (or the equivalent in any other
currency);


 


12

















 


any occurrence in consequence whereof the Ship has
or may become a Total Loss;


 


any requirement or recommendation made by any
insurer or classification society or by any competent authority which is not immediately
complied with;


 


any arrest of the Ship or any exercise or purported
exercise of any lien on the Ship or the Earnings or any part thereof; and


 


any petition or notice of a meeting to consider any
resolution to wind up the Owner;


 


i)         Payments and accounts: promptly to pay all tolls dues
and other outgoings whatsoever in respect of the Ship and to keep proper books
of account in respect of the Ship and her Earnings and, as and when the
Mortgagee may so require, to make such books available for inspection on behalf
of the Mortgagee and to furnish satisfactory evidence that the wages and
allotments of the Master and crew are being regularly paid;


 


j)         Negative pledge: not to or purport to mortgage
charge or otherwise assign the Ship or other part of the Mortgaged Premises or
to suffer the creation of any such mortgage charge or assignment as aforesaid
to or in favour of any person other than the Mortgagee;


 


k)        No sale of Ship without consent: not without the
previous consent in writing of the Mortgagee (and then only subject to such
terms as the Mortgagee may impose) to sell agree to sell or otherwise dispose
of the Ship or any share or interest therein;


 


l)         Charters: not without the previous written
consent of the Mortgagee (and then only subject to such conditions as the
Mortgagee may impose) to let the Ship (except for any contract with a company
in the SNSA Group):


 


on demise charter for any period;


 


by any time or consecutive voyage charter for a term
which exceeds or which by virtue of any optional extensions therein contained
may exceed thirteen months’ duration; or


 


13

















 


on terms whereby more than two months’ hire (or the
equivalent) is payable in advance; or


 


by any charter or other arrangement below the market
rate prevailing at the time when the charter is fixed;


 


m)       Work on Ship: not without the previous consent
in writing of the Mortgagee to put the Ship into the possession of any person
for the purpose of work being done upon her in an amount exceeding or likely to
exceed $1,000,000 (or the equivalent in any other currency);


 


n)        Payment of Mortgagee expenses: to pay to the
Mortgagee on demand all moneys whatsoever which the Mortgagee shall or may
expend be put to or become liable for in or about the protection maintenance or
enforcement of the security created by this Deed and the other Security
Documents or in or about the exercise by the Mortgagee of any of the powers
vested in it hereunder or thereunder and to pay interest thereon at the rate
prescribed in the Loan Agreement from the date whereon such expense or
liability was incurred by the Mortgagee until the date of payment whether
before or after any relevant judgment.


 


o)        Sharing of Earnings: not without the prior written
consent of the Mortgagee (and then only subject to such conditions as the
Mortgagee may impose) to enter into any agreement or arrangement whereby the
Earnings may be shared with any other person; and


 


p)        Payment of Earnings to Mortgagee after Event of Default: to
procure that the Earnings are paid to the Mortgagee at all times after the
Mortgagee shall have directed pursuant to Clause c)(ii) that the same shall no
longer be receivable by the Owner and that any Earnings which at the time such
direction is given are in the hands of the Owner’s agents are duly accounted
for and paid over to the Mortgagee forthwith on demand.


 


6.                  POWERS OF MORTGAGEE TO PROTECT SECURITY AND REMEDY DEFAULTS


 


6.1                Protection
of security. The Mortgagee shall without prejudice to its other
rights remedies and powers hereunder be entitled (but not bound) at any time
and as often as may be necessary to take any such action as it may in its
discretion think fit for the purpose of protecting or maintaining the security
created by this Deed and the other Security Documents and all Expenses so incurred
by the Mortgagee in or about the protection of the security shall be repayable
to it by the Owner on demand.


 


14

















 


6.2                Specific
powers of Mortgagee. Without prejudice to the
generality of the foregoing:


 


a)         in
event that the Owner does not comply with the provisions of Clause 5.1.1a)
hereof or any of them the Mortgagee shall be at liberty to effect and
thereafter to maintain all such Insurances upon the Ship as in its discretion
it may think fit;


 


b)         in
the event that the Owner does not comply with the provisions of Clause 5.1.2 j)c)
hereof the Mortgagee shall be at liberty to arrange for the carrying out of
such repairs as it deems expedient or necessary;


 


c)         in
event that the Owner does not comply with the provisions of Clause 5.1.2 j)e)
hereof or any of them the Mortgagee shall be at liberty to pay and discharge
all such debts damages and liabilities as are therein mentioned and/or to take
any such measures as it deems expedient or necessary for the purpose of
securing the release of the Ship.


 


6.3                Expenses. The
Expenses attributable to the exercise by the Mortgagee of any of its powers
pursuant to this Clause 6 shall be repayable by the Owner to the Mortgagee on
demand.


 


7.                  EVENTS OF DEFAULT


 


7.1                Events. Upon the
Loan becoming due or payable or the happening of any of the following events
the security created by this Deed and the Mortgage shall immediately become
enforceable:


 


a)         Failure to pay: the Borrower shall fail to pay to the Mortgagee
any sum of interest, principal, or other sums due under the Loan Agreement on
the due date for any such sums and such failure shall continue for more than
three (3) Banking days after the due date;


 


b)         Breach of covenant by Owner: the Owner does not observe or perform any of the
covenants or obligations on its part contained in the Security Documents;


 


c)         Winding up; receivership; composition with creditors: a petition is filed or an order is made
or an effective resolution is passed for the winding up of the Owner (otherwise
than for the purpose of any such reconstruction or amalgamation as shall have
been previously approved in writing by the Mortgagee) or a receiver is
appointed of the undertaking or property of the Owner or the Owner suspends


 


15

















 


payment or ceases to carry on its business or makes
special arrangements or composition with its creditors; or


 


d)         Event of Default under the Loan Agreement: any Event of Default as defined in the
Loan Agreement occurs.


 


8.                  POWERS OF MORTGAGEE ON EVENT OF DEFAULT


 


8.1                Powers. Upon the
happening of any of the events specified in Clause 7 hereof the Mortgagee shall
become forthwith entitled as and when it may see fit to put into force and to
exercise all the powers possessed by it as mortgagee and chargee of the
Mortgaged Premises and in particular (without limiting the generality of the
foregoing):


 


a)         Take possession: to take possession of the Ship;


 


b)         Delivery of Insurances documents to brokers: to require that all policies, contracts,
certificates of entry, and other records relating to the Insurances (including
details of and correspondence concerning outstanding claims) be forthwith
delivered to such brokers as the Mortgagee may nominate;


 


c)         Take over Insurances collections and proceedings: to collect, recover, compromise, and
give a good discharge for all claims then outstanding or thereafter arising
under the Insurances or any of them and to take over or institute (if necessary
using the name of the Owner) all such proceedings in connection therewith as
the Mortgagee in its discretion thinks fit and to permit the brokers through
whom collection or recovery is effected to charge the usual fees for their services;


 


d)         Discharge claims: to discharge, compound, release, or compromise claims in respect of the Ship
which have given or may give rise to any charge or lien on the Ship or which
are or may be enforceable by proceedings against the Ship;


 


e)         Sell Ship: to sell the Ship or any share therein with notice to the Owner and with
or without the benefit of any charterparty by public auction or private
contract at such place and upon such terms as the Mortgagee in its discretion
may determine with power to postpone any such sale and without being answerable
for any loss occasioned by such sale or resulting from postponement thereof;


 


f)          Maintain and employ Ship pending sale: pending sale of the Ship to manage,
insure, maintain and repair the Ship and to employ sail or lay up the Ship in
such


 


16

















 


manner and for such period as the Mortgagee in its
discretion deems expedient and for the purposes aforesaid the Mortgagee shall
be entitled to do all acts and things incidental or conducive thereto and in
particular (but without prejudice to the generality of the foregoing) to enter
into such arrangements respecting the Ship, her insurance, maintenance, repair,
classification and employment in all respects as if the Mortgagee were the
owner of the Ship but without being responsible for any loss incurred as a
result of the Mortgagee doing or omitting to do any such acts or things as
aforesaid;


 


g)         Recover losses: to recover from the Owner on demand any such
losses as may be incurred by the Mortgagee in or about the exercise of the
power vested in the Mortgagee under Clause 8.1 e) above with interest thereon
at the rate provided for in Clause5.1.2 j)n) hereof from the date when such
losses were incurred by the Mortgagee until the date of payment whether before
or after any relevant judgment;


 


h)         Recover Expenses: to recover from the Owner on demand all Expenses
incurred by the Mortgagee in or about or incidental to the exercise by it of
any of the powers aforesaid;


 


PROVIDED ALWAYS that upon any sale of the Ship or any share
therein by the Mortgagee pursuant to Clause 8.1 d) above or by the Receiver
pursuant to Clause 9.1 below the purchaser shall not be bound to see or inquire
whether the Mortgagee’s power of sale has arisen in the manner herein provided
and the sale shall be deemed to be within the power of the Mortgagee (or the
Receiver, as the case may be) and the receipt of the Mortgagee (or the
Receiver, as the case may be) for the purchase money shall effectively
discharge the purchaser who shall not be concerned with the manner of
application of the proceeds of sale or be in any way answerable therefor.


 


9.                  RECEIVER


 


9.1                Entitlement
to appoint. At any time after the Loan shall have become due
and payable, the Mortgagee shall be entitled (but not bound) by writing under
its common seal or under the hand of any director of the Mortgagee to appoint
any person or persons to be a receiver and/or manager of the Mortgaged Premises
or any part thereof (with power to authorise any joint receiver and/or manager
to exercise any power independently of any other joint receiver and/or manager)
and may from time to time fix his remuneration or remove any receiver and/or
manager so appointed and appoint another in his place. Any receiver and/or
manager so appointed shall be the agent of the Owner and the Owner shall be
responsible for his acts or defaults and for his remuneration and


 


17

















 


such receiver or manager
so appointed shall have all powers to do or omit to do anything which the Owner
could do or omit to do in relation to the Mortgaged Premises or any part
thereof and in particular (but without prejudice to the generality of the
foregoing) any such receiver and/or manager may exercise all the powers and
discretions conferred on the Mortgagee by the Mortgage and this Deed.


 


9.2                Remuneration
of Receiver. Any Receiver shall be entitled to remuneration
appropriate to the work and responsibilities involved upon the basis of
charging from time to time adopted by the Receiver in accordance with the
current practice of his firm.


 


9.3                Limitation
of liability. Neither the Mortgagee nor any receiver shall be
liable as mortgagee in possession of all of any of the Mortgaged Premises to
account or be liable for any loss on the realisation or for any neglect or
default of any nature whatsoever in connection therewith for which a Mortgagee
in possession may be liable as such.


 


10.                APPLICATION OF MONEYS


 


10.1              Application. All
monies received by the Mortgagee in respect of:


 


a)                            sale of the Ship or any share therein;


 


b)                           recovery under the Insurances (other than any such
sum or sums as may have been received by the Mortgagee in accordance with
Clause 4.10 hereof in respect of a major casualty as therein defined and which
has or have been paid to the Owner as therein provided), and


 


c)                            Requisition Compensation shall be held by it upon
trust in the first place to pay or make good all Expenses as may have been
incurred by the Mortgagee in or about or incidental to the exercise by the
Mortgagee of the powers specified or otherwise referred to in Clause 8 hereof
or any of them and the balance shall be applied in manner following:


 


FIRST towards costs, fees and
expenses;


 


SECOND in or towards payment of any
interest accrued and owing by the Owner in respect of the Outstanding
Indebtedness;


 


THIRD in or towards payment of any
balance of the Outstanding Indebtedness, unless otherwise decided by the
Mortgagee.


 


18

















 


10.2              Other
monies. Any monies received by the Mortgagee or any Receiver in
respect of the Earnings or in respect of the employment of the Ship pursuant to
the provisions of Clause 8 shall be applied by the Mortgagee or the Receiver in
the manner specified in Clause 10.1.


 


11.                CONTINUING SECURITY


 


11.1              No implied
waivers, cumulative rights. No delay or omission of the
Mortgagee to exercise any right or power vested in it under the Security
Documents or any of them shall impair such right or power to be construed as a
waiver of or as acquiescence in any default by the Owner and no express waiver
given by the Mortgagee in relation to any default by the Owner or breach by the
Owner of any of its obligations under this Deed shall prejudice the rights of
the Mortgagee under the Mortgage and/or this Deed arising from any subsequent
default or breach (whether or not such subsequent default or breach is of a
nature different from the previous default or breach) nor shall the giving by
the Mortgagee of any consent to the doing of any act which, by the terms
hereof, require the consent of the Mortgagee prejudice the right of the
Mortgagee to give or withhold as it sees fit its consent to the doing of any
other such similar act. The remedies provided in the Security Documents are
cumulative and not exclusive of any remedies provided by law.


 


11.2              No obligation
to inquire as to sufficiency or make claims. The Mortgagee shall
not be obliged to make any inquiry as to the nature or sufficiency of any
payment received by it hereunder or to make any claim or to take any action to
collect any moneys hereby assigned or to enforce any rights and benefits hereby
assigned to the Mortgagee or to which the Mortgagee may at any time be entitled
hereunder.


 


11.3              Continuing
security. The security created by the Mortgage and this Deed shall
be a continuing security for the payment of the Outstanding Indebtedness and
accordingly the security so created shall not be satisfied by any intermediate
payment or the satisfaction of any part of the Outstanding Indebtedness. The
security so created shall be in addition to and shall not in any way prejudice
or affect the security created by, any deposit of documents, or any guarantee,
lien, bill, note, mortgage or other security now or hereafter held by the
Mortgagee or any right or remedy of the Mortgagee thereunder and shall not in any
way be prejudiced or affected thereby or by the invalidity or unenforceability
thereof or by the Mortgagee releasing, modifying or refraining from perfecting
or enforcing any of the same or granting time or indulgence or compounding with
any person liable. All the rights and remedies and powers vested in the
Mortgagee by the Mortgage and this Deed may be exercised from time to time as
often as the Mortgagee may deem expedient. Notwithstanding that this Deed is expressed
to be 


 


19

















 


supplemental to the
Mortgage, it shall continue in full force and effect after any discharge of the
Mortgage.


 


12.                DELEGATION


 


12.1              Power to
delegate. The Mortgagee shall be entitled at any time and as often
as may be expedient to delegate all or any of the powers and discretions vested
in it by the Security Documents or any of them (including the power vested in
it by virtue of Clause Error!
Reference source not found. hereof) in such manner upon such
terms and to such persons as the Mortgagee in its absolute discretion may think
fit.


 


13.                INDEMNITY AND COSTS


 


13.1              Indemnity. THE OWNER
HEREBY AGREES AND UNDERTAKES to indemnify the Mortgagee and any Receiver
against all obligations and liabilities whatsoever and whensoever arising which
the Mortgagee or Receiver may incur in good faith in respect of or in relation
to or in connection with the Ship or otherwise howsoever in relation to or in
connection with any of the matters dealt with in the Security Documents.


 


13.2              Costs. The Owner
shall pay to the Mortgagee on demand all expenses (including legal fees, fees
of insurance advisers, printing and out of pocket expenses, together with any
tax payable in respect thereof) incurred by the Mortgagee in connection with
the enforcement of, or preservation of any rights under, the Mortgage and this
Deed or otherwise in respect of the Outstanding Indebtedness and all stamp
duties, registration fees and other duties or charges from time to time payable
in connection with the execution and registration of the Mortgage and this
Deed.


 


14.                POWER OF ATTORNEY


 


14.1              Appointment. THE OWNER
HEREBY IRREVOCABLY APPOINTS the Mortgagee as its attorney for the duration of
the Security Period for the purpose of doing in its name all acts which the
Owner itself could do in relation to the Mortgaged Premises and to execute,
seal and deliver or otherwise perfect and do all such deeds, assurances,
agreements, instruments, acts or things which may be required for the full
exercise of all or any of the rights powers or remedies hereby conferred which
may be proper in or in connection with all or any of the purposes aforesaid.
The Owner ratifies and confirms and agrees to ratify and confirm any deed,
assurance, agreement, instrument, act or thing which the Mortgagee shall
execute or do pursuant to this Clause 14.1, PROVIDED HOWEVER that such power
shall not be exercisable by or on behalf of the Mortgagee


 


20

















 


until the security
created by this Deed and the Mortgage shall have become enforceable pursuant to
Clause 8 hereof.


 


14.2              Third
parties not required to inquire as to rights of attorney to act. The
exercise of such power by or on behalf of the Mortgagee shall not put any
person dealing with the Mortgagee upon any inquiry as to whether the said
security has become enforceable nor shall such person be in any way affected by
notice that the said security has not become so enforceable and the exercise by
the Mortgagee of such power shall be conclusive evidence of its right to
exercise the same.


 


15.                FURTHER ASSURANCES


 


15.1              Further
assurances. THE OWNER HEREBY FURTHER UNDERTAKES at its own
expense to execute sign perfect do and (if required) register every such
further assurance document act or thing as in the opinion of the Mortgagee may
be necessary or desirable for the purpose of more effectually mortgaging and
charging the Mortgaged Premises or perfecting the security constituted by the
Security Documents.


 


16.                NOTICES


 


16.1              Deemed
receipt. Any demand notice or other communication required to be
made or given in writing under the provisions of this Deed or any other
Security Document shall be deemed to have been duly received by the other party
(i) if the same be communicated by telex or telecopier during ordinary business
hours on the date upon which the telex or telecopy was transmitted or if
transmitted outside business hours at the start of the next business day (ii)
if the same be communicated by letter upon the business day next following the
date of dispatch by Recorded Delivery service.


 


16.2              Notification
of changes. Any change of address or of telex or telecopier
number shall be promptly notified in writing by either party to the other. In
default of notification of change of address any communication duly dispatched
to the other party at the address of its office hereinbefore set out (or any
notified new address) shall be deemed to have been received in accordance with
the foregoing provision.


 


16.3              Confirmation
by letter. Any communication by telex shall be thereafter confirmed
by letter.


 


21

















 


17.                SEVERABILITY


 


17.1              Severability. Any
provision of the Security Documents prohibited by or unlawful or unenforceable
under any applicable law shall (to the extent required by such law) be
ineffective without modifying the remaining provisions of the Security
Documents but where the provisions of any such applicable law may be waived
they are hereby waived to the full extent permitted by such law to the end that
the Security Documents shall be valid and binding documents enforceable in
accordance with their respective terms.


 


18.                RELEASE OF EXISTING DEED OF COVENANTS


 


The Owner and the Mortgagee are parties to a Deed of
Covenants dated 20 November 2002 in respect of the Ship (the “Existing Deed of
Covenants”). The obligations of the Owner under this Deed of Covenants, to the
extent that it secures the Owner’s guarantee of the Borrower’s obligations in
respect of the Existing Tranches (as defined in the Loan Agreement) are a
continuation without interruption of the Owner’s obligations under the Existing
Deed of Covenants to the extent that such Existing Deed of Covenants secures
the Owner’s obligations under its guarantee of the Existing Tranches. Upon
execution of this Deed of Covenants by the Owner, the Existing Deed of
Covenants shall terminate and neither the Owner nor the Lender shall have any
rights or obligations thereunder.


 


19.                GOVERNING LAW AND JURISDICTION


 


19.1              Governing
law. To the extent the laws of the Cayman Islands are not
compulsorily applicable, the Mortgage and this Deed shall be governed by Danish
law.


 


19.2              Jurisdiction. Any
dispute arising out of or in connection with the Mortgage and this Deed shall
be settled by the Maritime and Commercial Court in Copenhagen, Denmark (“Sø- og
Handelsretten”). This shall, however, not limit the rights of the Mortgagee to
initiate proceedings against the Owner, the Vessel or any other of the Owner’s
assets in any other competent jurisdiction. 
Any decision by the Maritime and Commercial Court in Copenhagen,
Denmark, may be appealed to the Danish Supreme Court.


 


IN WITNESS whereof the parties hereto have caused this instrument to be
executed as a Deed the day and year first before written.


 


22

















 


	
  Executed as a Deed

  	
   

  
	
   

  	
   

  
	
  For and on behalf of Stolt [•] B.V.

  	
   

  
	
  as Owner

  	
  In the presence of:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name:  Walter
  Lion

  
	
  Capacity:       Attorney-in-fact

  
	
   

  	
   

  
	
  Executed as a Deed

  	
   

  
	
   

  	
   

  
	
  For and on behalf of Danish Ship
  Finance A/S

  	
   

  
	
  (Danmarks Skibskredit A/S) as
  Mortgagee

  	
  In the presence of:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


23

















 


Schedule
13


 


FORM OF
INTEREST FIXING AGREEMENT


 


To:                   Stolt Tankers Finance B.V., Westerlaan 5, 3016 CK, Rotterdam, The Netherlands


 


From:               Danish Ship Finance A/S (Danmarks Skibskredit A/S), Sankt Annæ Plads 3,
DK-1250 Copenhagen K, Denmark


 


Dear Sirs,


 


LOAN AGREEMENT DATED 27 OCTOBER 2005 - USD 225,779,737.18 EXISTING
FINANCING AND USD 100,000,000 NEW FINANCING TOP UP TERM LOAN - INTEREST FIXING
AGREEMENT


USD [•] TRANCHE IN RESPECT OF THE M/S STOLT [•]
(THE “TRANCHE”)


 


We confirm that Danish Ship Finance A/S (Danmarks Skibskredit A/S) offers
to lock in the USD rate of interest on the abovementioned Tranche in accordance
with the e-mail message from you, dated [•] attached to
this letter. Capitalised terms used herein and not defined herein are used with
the meanings ascribed to them in the Loan Agreement identified above.


 


If you wish to lock in the rate of interest for the Tranche, please return
this letter indicating the exact period for interest fixing, duly signed by
you, which signature shall indicate your acceptance of the following
conditions:


 


1.          With binding effect Stolt Tankers Finance
B.V. hereby authorizes each of


 


•      Howard J. Merkel


•      James R. Johnson, and


•      Dennis Conetta


 


to enter into an interest rate agreement with Danish
Ship Finance A/S (Danmarks Skibskredit A/S) for locking-in the rate of
interest.


 


2.          The interest rate agreement may be
entered into by phone with Danish Ship Finance A/S (Danmarks Skibskredit A/S),
who shall subsequently fax a confirmation to Stolt Tankers Finance B.V.


 


3.          Danish Ship Finance A/S (Danmarks
Skibskredit A/S) shall not be liable for any tax consequences for Stolt Tankers
Finance B.V. caused by this interest rate agreement. The locking-


 

















 


in has been decided solely by Stolt Tankers Finance B.V. and is not the
result of advice from Danish Ship Finance A/S (Danmarks Skibskredit A/S).


 


4.          Stolt Tankers Finance B.V. hereby
declares that it will indemnify Danish Ship Finance A/S (Danmarks Skibskredit
A/S) on demand for all costs, including Interest Breakage Costs as determined
in the sole discretion of Danish Ship Finance A/S (Danmarks Skibskredit A/S)
and costs for external assistance in connection with the entering into, funding
of, and possible termination for whatever reason, of the interest rate
agreement, including if the documentation referred to under item 8 is not
agreed upon or duly executed. 
Transaction gains net of costs for terminating an interest rate
agreement shall be for the account of the Borrower.


 


5.          As far as reasonably possible, Danish
Ship Finance A/S (Danmarks Skibskredit A/S) shall attempt to fulfil Stolt
Tankers Finance B.V. wish to enter into an interest rate agreement immediately;
however, Danish Ship Finance A/S (Danmarks Skibskredit A/S) shall not become
liable if, for any reason whatsoever, it is not possible to establish an
interest rate agreement.


 


6.          This agreement shall be subject to Danish
law.


 


7.          Any dispute between Danish Ship Finance
A/S (Danmarks Skibskredit A/S) and Stolt Tankers Finance B.V. regarding this
agreement shall be submitted to the Maritime and Commercial Court in
Copenhagen, Denmark.


 


8.          Stolt Tankers Finance B.V. hereby
undertakes to agree to all necessary changes to the existing documentation in respect
of the Agreement and the Tranche and sign all such documents as reasonably
required by Danish Ship Finance A/S (Danmarks Skibskredit A/S).


 


9.          Stolt Tankers Finance B.V. further agrees
to pay all costs related to the necessary changes of the documentation.


 


10.        Otherwise, the terms and conditions of
the Loan Agreement identified above remain in full force and effect.


 


The parties agree to use their best efforts to complete all documents
required for the interest rate fixing by [•].


 


2

















 


	
  [Place and date]

  
	
   

  
	
  Danish Ship Finance A/S

  
	
  (Danmarks Skibskredit A/S):

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


We hereby accept the conditions stated above.


 


	
  [Place and date]

  
	
   

  	
   

  
	
  Stolt Tankers Finance B.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  	
   

  
	
  Capacity:

  	
  Attorney-in-fact

  
				



 


 


Accepted by us as guarantors for the obligations (amended as above) of
Stolt Tankers Finance B.V.:


 


	
  [Place and date]

  
	
   

  
	
  The Parent Companies:

  
	
   

  
	
  Stolt-Nielsen S.A.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


3

















 


	
  Stolt-Nielsen Transportation Group Ltd., Liberia:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt-Nielsen Transportation Group Ltd., Bermuda:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt-Nielsen Investments N.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt-Nielsen Holdings B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt-Nielsen Transportation Group B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


4

















 


	
  The Continuing Shipowning Companies:

  
	
   

  
	
  Stolt Concept B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt Confidence B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt Creativity B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt Efficiency B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt Effort B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


5

















 


	
  Stolt Innovation B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


 


	
  Stolt Inspiration B.V.:

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
  Print Name:

  
	
  Capacity:

  



 


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 7 of the above
letter.


 


	
  Stolt-Nielsen S.A.:

  	
  Witnessed by:

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Print name:

  
	
  Capacity:

  	
   

  
					



 


6

















 


Schedule
14


 


LIST OF
APPROVEED SHIPBROKERS


 


1.             P. F.
Bassoe A/S (Norway)


 


2.             Fearnleys
(Norway)


 


3.             Steinsland


 


4.             O.K.
Maritime


 


5.             Odin


 


6.             Compass


 


7.             Barry
Rogliano Salles (France)


 

















 


Schedule
15


 


CORPORATE
STRUCTURE CHART


 





 


27 October 2005


CH/lgu/166246/1209646-9