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                                                                     EXHIBIT 2.5
LOAN FACILITY AGREEMENT

DATED:                    2000

BETWEEN:-

(1)   STOLT COMEX SEAWAY B.V. which is a company incorporated according to the
      law of The Netherlands with its registered office at Abel Tasmanstraat 81,
      3165 Am Rotterdam, Albrands, The Netherlands (the "BORROWER"); and

(2)   STOLT COMEX SEAWAY S.A. ("SCS") which is a company incorporated according
      to the law of Luxembourg with its registered office at 26 Rue Louvigny,
      L-1946, Luxembourg and STOLT-NIELSEN S.A. ("SNSA") which is a company
      incorporated according to the law of Luxembourg with its registered office
      at 23 Avenue Monterey, L-2086, Luxembourg (together the "GUARANTORS" and
      each a "GUARANTOR"); and

(3)   the banks listed in Schedule 1, each acting through its office at the
      address indicated against its name in Schedule 1 (together "THE BANKS" and
      each a "BANK"); and

(4)   DEN NORSKE BANK ASA, acting as facility agent and security trustee through
      its office at 200 Park Avenue, New York, New York 10166-0396, United
      States of America (in that capacity "THE AGENT"); and

(5)   DEN NORSKE BANK ASA acting as arranger through its office at 200 Park
      Avenue, New York, New York 10166-0396 (in that capacity the "ARRANGER").

WHEREAS:-

(A)   Each of the Banks has agreed to advance to the Borrower its respective
      Commitment of an aggregate principal amount not exceeding one hundred and
      fifty million Dollars ($150,000,000) in order to assist the Borrower in
      financing its acquisition of ETPM and certain accounts receivable
      associated therewith and providing working capital for the Borrower.

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IT IS AGREED  as follows:-

1     DEFINITIONS AND INTERPRETATION

      1.1   DEFINITIONS

            In this Agreement:-

            1.1.1   ACTING IN CONCERT" means persons who pursuant to an
                    agreement of understanding (whether formal or informal)
                    actively co-operate together with a view to achieving a
                    common objective or to control another body corporate.

            1.1.2   "THE ADDRESS FOR SERVICE" means c/o Stolt-Nielsen Limited,
                    Aldwych House, 71-91 Aldwych, London WC2B 4HN, England or,
                    in relation to any of the Security Parties, such other
                    address in England and Wales as that Security Party may from
                    time to time designate by no fewer than ten Business Days'
                    written notice to the Agent.

            1.1.3   the "ADVANCE DATE", in relation to any Drawing, means the
                    date on which that Drawing is advanced by the Banks to the
                    Borrower pursuant to Clause 2.

            1.1.4   "THE BORROWER'S OBLIGATIONS" means all of the liabilities
                    and obligations of the Borrower to the Finance Parties under
                    or pursuant to the Borrower's Security Documents, whether
                    actual or contingent, present or future, and whether
                    incurred alone or jointly or jointly and severally with any
                    other and in whatever currency, including (without
                    limitation) interest, commission and all other charges and
                    expenses.

            1.1.5   "THE BORROWER'S SECURITY DOCUMENTS" means those of the
                    Security Documents to which the Borrower is or is to be a
                    party.

            1.1.6   "BREAK COSTS" means all documented costs, losses, premiums
                    or penalties incurred by any of the Finance Parties in the
                    circumstances contemplated


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                    by Clause 17.4 or as a result of any of them receiving any
                    prepayment of all or any part of the Facility (whether
                    pursuant to Clause 5.2 or otherwise) or any other payment
                    under or in relation to the Security Documents on a day
                    other than the due date for payment of the sum in question,
                    and includes (without limitation) any losses or costs
                    incurred in liquidating or re-employing deposits from third
                    parties acquired to effect or maintain the Facility, and any
                    liabilities, expenses or losses incurred by any of the
                    Finance Parties in terminating or reversing, or otherwise in
                    connection with, any interest rate and/or currency swap,
                    transaction or arrangement entered into by any of the
                    Finance Parties to hedge any exposure arising under this
                    Agreement, or in terminating or reversing, or otherwise in
                    connection with, any open position arising under this
                    Agreement.

            1.1.7   "BUSINESS DAY" means a day on which banks are open for the
                    transaction of business of the nature contemplated by this
                    Agreement (and not authorised by law to close) in New York
                    City, United States of America; London, England; Oslo,
                    Norway and Brussels, Belgium.

            1.1.8   "CERTIFICATE OF COMPLIANCE" means a certificate materially
                    in the form set forth in (i) Schedule 3 part A in respect of
                    SCS, signed by the finance director or similar officer of
                    SCS and (ii) Schedule 3 part B in respect of SNSA signed by
                    the finance director or similar officer of SNSA.

            1.1.9   "CHANGE OF CONTROL" means that SNSA shall cease, for any
                    reason whatsoever, to own or control directly or indirectly,
                    shares of SCS representing at least 30% of all votes capable
                    of being represented in any shareholders' meeting of SCS or
                    if any shareholder or group of shareholders acting in
                    concert outside SNSA at any time own or control, directly or
                    indirectly, more of the issued voting shares determined, on
                    a per vote basis, of SCS than those owned by SNSA.

            1.1.10  "COMMITMENT" means, in relation to each Bank, the amount of
                    the Facility which that Bank agrees to advance to the
                    Borrower as its several


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                    liability as indicated against the name of that Bank in
                    Schedule 1, as the same may be reduced from time to time in
                    accordance with Clause 2.4.4, or, where the context permits,
                    the amount of the Facility advanced by that Bank and
                    remaining outstanding.

            1.1.11  "COMMITMENT COMMISSION" means the commitment commission to
                    be paid by the Borrower to the Agent pursuant to Clause 8.2.

            1.1.12  a "COMMUNICATION" means any notice, approval, demand,
                    request or other communication from one party to this
                    Agreement to any other party to this Agreement.

            1.1.13  "THE COMMUNICATIONS ADDRESS" means c/o Stolt Comex Seaway
                    M.S. Limited, Bucksburn House, Howes Road, Bucksburn,
                    Aberdeen, AB21 9RQ, Scotland, United Kingdom fax no: +(44)
                    1224 712 658 marked for the attention of Bruno Chabas.

            1.1.14  "CONFIRMATION OF SECURITY ELECTION" means the written
                    confirmation delivered to the Borrower by the Agent pursuant
                    to Clause 11.5 confirming receipt of all documents, evidence
                    and valuations in form and substance satisfactory to it
                    regarding the granting of security over the Mortgaged
                    Vessels.

            1.1.15  "CONSOLIDATED DEBT" means for SCS and its Subsidiaries (on a
                    consolidated basis) at any time, the aggregate value of (i)
                    notes payable (whether promissory notes or otherwise), plus
                    (ii) long-term debt (including current portion of long-term
                    debt), plus (iii) capitalised lease obligations on behalf of
                    third parties and all contingent liabilities related to debt
                    and capital lease obligations which, according to US GAAP,
                    are considered probable and estimable, plus (iv)
                    subordinated debt, less (v) the amount of debt for which
                    there is a restricted cash deposit which will repay all or
                    part of such financial debt obligation.


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            1.1.16  "CONSOLIDATED TANGIBLE NET WORTH" means for SCS and its
                    Subsidiaries (on a consolidated basis) at any time (a) the
                    sum, to the extent shown on SCS's consolidated balance
                    sheet, of (i) the amount of issued and outstanding share
                    capital, less the cost of treasury shares, plus (ii) the
                    amount of surplus and retained earnings, less (b) intangible
                    assets as determined in accordance with US GAAP.

            1.1.17  "CURRENCY OF ACCOUNT" means, in relation to any payment to
                    be made to a Finance Party pursuant to any of the Security
                    Documents, the currency in which that payment is required to
                    be made by the terms of the relevant Security Document.

            1.1.18  "DEFAULT RATE" means the rate which is the aggregate of (i)
                    one per centum (1%) per annum and (ii) the Margin, above
                    LIBOR.

            1.1.19  "DOLLARS" and "$" each means available and freely
                    transferable and convertible funds in lawful currency of the
                    United States of America.

            1.1.20  "DRAWDOWN NOTICE" means a notice complying with Clause 2.3.

            1.1.21  "DRAWING" means a part (or, if requested and available, all)
                    of the Facility advanced by the Banks to the Borrower in
                    accordance with Clause 2.

            1.1.22  "EARNINGS" in relation to any Vessel, installations or other
                    equipment whatsoever owned by any member of the Group, means
                    all hires, freights, pool income and other sums payable to
                    or for the account of the relevant owner in respect of such
                    Vessel installation, or equipment including (without
                    limitation) all remuneration for salvage and towage
                    services, demurrage and detention moneys, contributions in
                    general average, compensation in respect of any requisition
                    for hire and damages and other payments (whether awarded by
                    any court or arbitral tribunal or by agreement or otherwise)
                    for breach, termination or variation of any contract for the
                    operation, employment any such Vessel, installation or
                    equipment.


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            1.1.23  "EBITDA" means the consolidated Earnings of SCS and its
                    Subsidiaries before interest, Taxes, depreciation and
                    amortisation, at any time during the Facility Period as
                    determined in accordance with US GAAP, calculated on a pro
                    forma basis to include acquisitions.

            1.1.24  "ENCUMBRANCE" means any mortgage, charge, pledge, lien,
                    assignment, hypothecation, preferential right, option, title
                    retention or trust arrangement or any other agreement or
                    arrangement which has the effect of creating security.

            1.1.25  "ETPM" means Stolt Offshore S.A. (formerly ETPM S.A.) which
                    is a company incorporated according to the law of France
                    with its registered office at 32 Avenue Pablo Picasso,
                    Nanterre, France.

            1.1.26  "ETPM ASSETS" means the Vessels, the Insurances, the
                    Earnings, the Requisition Compensation and all other assets,
                    present or future owned or controlled by ETPM.

            1.1.27  "ETPM INDEBTEDNESS" means credit lines which ETPM had with
                    each of Natexis Banque and Credit Lyonnais, each in the
                    amount of up to $45,000,000.

            1.1.28  "ETPM PLEDGE AGREEMENT" means the negative pledge agreement
                    to be entered into by ETPM in favour of the Agent referred
                    to in Clause 9.1.3.

            1.1.29  "EVENT OF DEFAULT" means any of the events set out in Clause
                    12.2.

            1.1.30  "EXECUTION DATE" means the date on which this Agreement is
                    executed by each of the parties thereto.

            1.1.31  "FACILITY" means the revolving credit facility made
                    available by the Banks to the Borrower pursuant to this
                    Agreement.


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            1.1.32  "THE FACILITY OUTSTANDINGS" at any time means the total of
                    all Drawings made at that time, to the extent not reduced by
                    repayments, prepayments and voluntary reductions.

            1.1.33  "THE FACILITY PERIOD" means the period beginning on the
                    Execution Date and ending on the date when the whole of the
                    Indebtedness has been repaid in full and the Borrower has
                    ceased to be under any further actual or contingent
                    liability to the Finance Parties under or in connection with
                    the Security Documents.

            1.1.34  "THE FEE LETTERS" means the letters from the Agent as agreed
                    and accepted by the Borrower and the Guarantors setting out
                    certain fees, commissions and other sums payable by the
                    Borrower to the Agent in connection with the Facility.

            1.1.35  "THE FINANCE PARTIES" means the Banks, the Agent and the
                    Arranger.

            1.1.36  "THE GROUP" means SNSA and the SCS Group.

            1.1.37  "THE GUARANTEE" means the joint and several guarantee and
                    indemnity of the Guarantors contained in Clause 7.

            1.1.38  "THE GUARANTORS' LIABILITIES" means all of the liabilities
                    and obligations of the Guarantors to the Finance Parties
                    under or pursuant to the Guarantee whether actual or
                    contingent, including (without limitation) Interest.

            1.1.39  "THE INDEBTEDNESS" means the Facility Outstandings; all
                    other sums of any nature including costs (together with all
                    interest on any of those sums) which from time to time may
                    be payable by the Borrower to the Finance Parties pursuant
                    to the Security Documents; any damages payable as a result
                    of any breach by the Borrower of any of the Security
                    Documents; and any damages or other sums payable as a result
                    of any of the obligations of the Borrower under or pursuant
                    to any of the Security


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                    Documents being disclaimed by a liquidator or any other
                    person, or, where the context permits, the amount thereof
                    for the time being outstanding.

            1.1.40  an "INSTRUCTING GROUP" means any one or more Banks whose
                    combined Proportionate Shares exceed fifty per centum (50%).

            1.1.41  "INSURANCES", in relation to a Mortgaged Vessel, means all
                    policies and contracts of insurance (including all entries
                    in protection and indemnity or war risks associations) which
                    are from time to time taken out or entered into in respect
                    of or in connection with that Mortgaged Vessel or her
                    increased value and (where the context permits) all benefits
                    thereof, including all claims of any nature and returns of
                    premium.

            1.1.42  "INTER-COMPANY INDEBTEDNESS" means a note documenting any
                    inter-company debt due from SNSA or any of its subsidiaries,
                    other than a member of the SCS Group, to any member(s) of
                    the SCS Group, on a consolidated basis, which exceeds twenty
                    five million Dollars ($25,000,000) in principal or its
                    equivalent in another currency and is not repayable by its
                    terms within a period of three (3) months.

            1.1.43  "INTER-COMPANY INDEBTEDNESS ASSIGNMENTS" means any deeds of
                    assignment of Inter-Company Indebtedness referred to in
                    Clause 9.1.2 (each "AN INTER-COMPANY INDEBTEDNESS
                    ASSIGNMENT").

            1.1.44  "INTERCOMPANY LOAN EQUITY" means that portion of the
                    inter-company debt consisting of one hundred million Dollars
                    ($100,000,000) which was originally due to a Subsidiary of
                    SNSA by a Subsidiary of SCS.

            1.1.45  "INTEREST" means interest at the Default Rate.

            1.1.46  "INTEREST PAYMENT DATE" means each date for the payment of
                    interest in accordance with Clause 6.


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            1.1.47  "INTEREST PERIOD" means each interest period selected by the
                    Borrower or agreed by the Agent pursuant to Clause 6.

            1.1.48  "LAW" means any law, statute, treaty, convention,
                    regulation, instrument or other subordinate legislation or
                    other legislative or quasi-legislative rule or measure, or
                    any order or decree of any government, judicial or public or
                    other body or authority, or any directive, code of practice,
                    circular, guidance note or other direction issued by any
                    competent authority or agency (whether or not having the
                    force of law).

            1.1.49  "LIBOR" means the rate, rounded to the nearest four decimal
                    places downwards (if the digit displayed in the fifth
                    decimal place is 1,2,3 or 4) or upwards (if the digit
                    displayed in the fifth decimal place is 5,6,7,8 or 9)
                    displayed on Reuters page 01 (or such other page or pages
                    which replace(s) such page for the purposes of display
                    offered rates of leading banks, for deposits in Dollars of
                    amounts equal to the amount of the relevant Drawing for a
                    period equal in length to the relevant Interest Period or if
                    there is no such display rate then available for the amount
                    of a Drawing, the arithmetic mean (rounded upwards, if
                    necessary, to the nearest whole multiple of one-sixteenth
                    per centum (1/16%)) of the respective rates notified to the
                    Agent by each of the Reference Banks as the rate at which it
                    is offered deposits in Dollars and for the required period
                    by prime banks in the London Interbank Market.

            1.1.50  "MARGIN" means one point one eight seven five per cent
                    (1.1875%) per annum.

            1.1.51  "THE MAXIMUM FACILITY AMOUNT" means the amount of the
                    aggregate Commitments subject to any reductions effected in
                    accordance with Clauses 2.4 and 15.8.

            1.1.52  "MORTGAGED ASSET" means any asset (including any Mortgaged
                    Vessel) secured or to be secured in favour of the Agent
                    under or pursuant to this Agreement as security for the
                    Indebtedness.


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            1.1.53  "MORTGAGED VESSEL" means any Vessel in respect of which the
                    Agent has received the documents and evidence set out in
                    Schedule 5, all in form and substance satisfactory to it.

            1.1.54  "MORTGAGOR" means any member of the Group which from time to
                    time has granted any security to the Banks (or to the Agent
                    on behalf of the Banks) in accordance with the provisions of
                    Clause 11.5.

            1.1.55  "PERMITTED LIENS" means (i) assignments of earnings derived
                    from specified fixed assets (which assets shall not include
                    those assets which are the subject of a Security Document or
                    which may become the subject of a Security Document at any
                    time during the Facility Period) ancillary to the granting
                    of a security interest in those fixed assets as part of an
                    asset based financing, (ii) liens for salvage and any
                    Encumbrance which has the prior written approval of the
                    Agent acting upon the instructions of all the Banks, or
                    (iii) any Encumbrance arising either by operation of law or
                    in the ordinary course of the business of the relevant
                    Security Party which is discharged in the ordinary course of
                    business but in any event does not exist for more than sixty
                    (60) days.

            1.1.56  "POTENTIAL EVENT OF DEFAULT" means any event which, with the
                    giving of notice and/or the passage of time and/or the
                    satisfaction of any materiality test, would constitute an
                    Event of Default.

            1.1.57  "PRINCIPAL SUBSIDIARY" means any member of the Group having
                    total assets exceeding ten per cent (10%) of the
                    consolidated assets of the Group and/or having during the
                    last four fiscal quarters accounted for more than ten per
                    cent (10%) of the consolidated turnover of the Group.

            1.1.58  "PROCEEDINGS" means any suit, action or proceedings begun by
                    any of the Finance Parties arising out of or in connection
                    with the Security Documents.


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            1.1.59  "PROPORTIONATE SHARE" means, for each Bank, the percentage
                    indicated against the name of that Bank in Schedule1.

            1.1.60  "REFERENCE BANKS" means the Agent and such other Banks as
                    may be nominated by the Agent in writing, from time to time.

            1.1.61  "REQUISITION COMPENSATION", in relation to a Mortgaged
                    Vessel, means all compensation or other money which may from
                    time to time be payable to the relevant Mortgagor as a
                    result of the Mortgaged Vessel being requisitioned for title
                    or in any other way compulsorily acquired (other than by way
                    of requisition for hire).

            1.1.62  "SCS GROUP" means SCS and its Subsidiaries.

            1.1.63  "THE SECURITY DOCUMENTS" means this Agreement, the ETPM
                    Pledge Agreement, the Inter-Company Indebtedness
                    Assignments, the Shipowners' Guarantee, any document
                    delivered to the Agent pursuant to Clause 11.5 and Schedule
                    5, or (where the context permits) any one or more of them,
                    and any other agreement or document which may at any time be
                    executed by a member of the Group as security for the
                    payment of all or any part of the Indebtedness.

            1.1.64  "SECURITY PARTIES" means the Borrower, the Guarantors, the
                    Shipowning Guarantors and any other member of the Group who
                    may at any time during the Facility Period be liable for, or
                    provide security for, all or any part of the Indebtedness,
                    and "SECURITY Party" means any one of them.

            1.1.65  "THE SHIPOWNERS' GUARANTEE" means the joint and several
                    guarantee and indemnity of the Shipowning Guarantors
                    referred to in Clause 9.1.1.

            1.1.66  "THE SHIPOWNING GUARANTORS" means the companies listed in
                    Schedule 2, each of which is a company incorporated
                    according to the law of the country indicated against its
                    name in Schedule 2 with its registered office and/or
                    principal place of business at the address and major assets


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                    indicated against its name in Schedule 2 (each "A SHIPOWNING
                    GUARANTOR").

            1.1.67  "SNSA DEBT" means, at any time, the aggregate (on a
                    consolidated basis) of all financial indebtedness of SNSA
                    and its Subsidiaries at such time less the amount of that
                    part of any financial indebtedness the obligations for which
                    are secured by a blocked or restricted cash deposit which
                    will repay such part of such financial indebtedness.

            1.1.68  "SNSA CONSOLIDATED TANGIBLE NET WORTH" means at any time the
                    sum to the extent shown on the SNSA's consolidated balance
                    sheet of (i) the amount of issued and outstanding paid up
                    share capital plus (ii) the amount of surplus and retained
                    earnings less the aggregate of:

                    (a)   any amounts shown in its accounts in respect of
                          intangible assets (as determined in accordance with
                          accounting principles US GAAP); and

                    (b)   the value of any treasury shares (that is, shares in
                          SNSA) held at such share's cost (or if so required by
                          accounting laws applicable to the SNSA's financial
                          reporting requirements, any lower value).

            1.1.69  "SNSA GROUP" means SNSA and its consolidated subsidiaries.

            1.1.70  "SUBSIDIARY" means a subsidiary undertaking, as defined in
                    section 258 Companies Act 1985 or any analogous definition
                    under any other relevant system of law.

            1.1.71  "SURETY" means any person (other than the Borrower or the
                    Guarantors) who has given or who may in the future give to
                    the Finance Parties or any of them any security, guarantee
                    or indemnity for or in relation to the Borrower's
                    Obligations.


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            1.1.72  "TAXES" means all taxes, levies, imposts, duties, charges,
                    fees, deductions and withholdings (including any related
                    interest and penalties) and any restrictions or conditions
                    resulting in any charge, other than taxes on the overall net
                    income of a Finance Party or branch thereof, and "TAX" and
                    "TAXATION" shall be interpreted accordingly.

            1.1.73  "THE TERMINATION DATE" means the date falling three hundred
                    and sixty four (364) days after the Execution Date.

            1.1.74  "TOTAL LOSS", in relation to a Mortgaged Vessel means:-

                    (a)   an actual, constructive, arranged, agreed or
                          compromised total loss of that Mortgaged Vessel; or

                    (b)   the requisition for title or compulsory acquisition of
                          that Mortgaged Vessel by or on behalf of any
                          government or other authority (other than by way of
                          requisition for hire); or

                    (c)   the capture, seizure, arrest, detention or
                          confiscation of that Mortgaged Vessel, unless such
                          Mortgaged Vessel (as the case may be) is released and
                          returned to the possession of the relevant Mortgagor
                          within two months after the capture, seizure, arrest,
                          detention or confiscation in question.

            1.1.75  "TRANSFER CERTIFICATE" means a certificate materially in the
                    form set forth in Schedule 4 signed by a Bank and a
                    Transferee whereby:

                    (a)   such Bank seeks to procure the transfer to such
                          Transferee of all or a part of such Bank's rights and
                          obligations under this Agreement upon and subject to
                          the terms and conditions set out in Clause 14; and


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                    (b)   such Transferee undertakes to perform the obligations
                          it will assume as a result of delivery of such
                          certificate to the Agent as is contemplated in Clause
                          14.

            1.1.76  "TRANSFER DATE" means, in relation to any Transfer
                    Certificate, the date for the making of the transfer
                    specified in the schedule to such Transfer Certificate.

            1.1.77  "TRANSFEREE" means a bank or other financial institution to
                    which a Bank seeks to transfer all or part of such Bank's
                    rights and obligations under this Agreement.

            1.1.78  "THE TRUST PROPERTY" means:-

                    (a)   the benefit of the covenant contained in Clause 9; and

                    (b)   all benefits arising under (including, without
                          limitation, all proceeds of the enforcement of) each
                          of the Security Documents (other than this Agreement),
                          with the exception of any benefits arising solely for
                          the benefit of the Agent).

            1.1.79  "US GAAP" means the generally accepted accounting principles
                    in the United States of America, from time to time in
                    effect, subject to any changes in the rules of US GAAP,
                    consistently applied always provided that if SCS or SNSA
                    wishes to change accounting principles within the applicable
                    rules of US GAAP, the Borrower shall notify the Agent of the
                    intention together with an explanation of the effects on the
                    financial covenants contained in this Agreement. Should the
                    Banks, and/or SCS and/or SNSA, find that such change will
                    impact upon the result of the calculation of the financial
                    covenants contained in this Agreement, the Banks will,
                    following consultation with SCS and SNSA, stipulate
                    amendments to the financial covenants so that the ratio of
                    the SCS Group's or SNSA Group's (as the case may be)
                    performance in respect of the covenants reflects the
                    position which would have been the case


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                    had no changes to SCS's and/or SNSA's (as the case may be)
                    accounting principles taken place.

            1.1.80  "VESSEL" means the vessels specified in Schedule 2 (each a
                    "VESSEL").

      1.2   INTERPRETATION

            In this Agreement:-

            1.2.1   words denoting the plural number include the singular and
                    vice versa;

            1.2.2   words denoting persons include corporations, partnerships,
                    associations of persons (whether incorporated or not) or
                    governmental or quasi-governmental bodies or authorities and
                    vice versa;

            1.2.3   references to Recitals, Clauses, Schedules and Appendices
                    are references to recitals and clauses of, and schedules and
                    appendices to, this Agreement;

            1.2.4   references to this Agreement include the Recitals, the
                    Schedules and the Appendices;

            1.2.5   the headings and contents page(s) are for the purpose of
                    reference only, have no legal or other significance, and
                    shall be ignored in the interpretation of this Agreement;

            1.2.6   references to any document (including, without limitation,
                    to all or any of the Security Documents) are, unless the
                    context otherwise requires, references to that document as
                    amended, supplemented, novated or replaced from time to
                    time;

            1.2.7   references to statutes or provisions of statutes are
                    references to those statutes, or those provisions, as from
                    time to time amended, replaced or re-enacted;


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            1.2.8   references to any of the Finance Parties include its
                    successors, Transferees and assignees; and

            1.2.9   references to times of day are to New York time.

      1.3   JOINT AND SEVERAL LIABILITY

            1.3.1   All obligations, covenants, representations, warranties and
                    undertakings in or pursuant to the Security Documents
                    assumed, given, made or entered into by the Borrower and the
                    Guarantors shall, unless otherwise expressly provided, be
                    assumed, given, made or entered into by the Borrower and the
                    Guarantors jointly and severally.

            1.3.2   Each of the Borrower and the Guarantors agrees that any
                    rights which it may have at any time during the Facility
                    Period by reason of the performance of its obligations under
                    the Security Documents to be indemnified by the other or by
                    any Surety and/or to take the benefit of any security taken
                    by the Finance Parties pursuant to the Security Documents
                    shall be exercised in such manner and on such terms as the
                    Agent may require. Each of the Borrower and the Guarantors
                    agrees to hold any sums received by it as a result of its
                    having exercised any such right on trust for the Agent (as
                    agent for the Banks) absolutely.

            1.3.3   Each of the Borrower and the Guarantors agrees that it will
                    not at any time during the Facility Period claim any set-off
                    or counterclaim against the other or against any Surety in
                    respect of any liability owed to it by the other or by any
                    Surety under or in connection with the Security Documents,
                    nor prove in competition with any Finance Party in any
                    liquidation of (or analogous proceeding in respect of) the
                    other or of any Surety in respect of any payment made under
                    the Security Documents or in respect of any sum which
                    includes the proceeds of realisation of any security held by
                    any of the Finance Parties for the repayment of the
                    Indebtedness.


                                       16
<PAGE>

2     THE FACILITY AND ITS PURPOSE

      2.1   AGREEMENT TO LEND Subject to the terms and conditions of this
            Agreement, and in reliance on each of the representations and
            warranties made or to be made in or in accordance with each of the
            Security Documents, each of the Banks agrees to advance to the
            Borrower its Commitment of an aggregate principal amount not
            exceeding the Maximum Facility Amount to be used by the Borrower for
            the purposes referred to in Recital (A).

      2.2   DRAWINGS Subject to satisfaction by the Borrower of the conditions
            set out in Clause 3.1 (in respect of the first Drawing), Clause 3.3
            (in respect of all subsequent Drawings), and subject to Clause 2.3,
            and provided that the maximum aggregate amount of the Facility
            Outstandings at any given time during the Facility Period shall not
            exceed the Maximum Facility Amount, each Drawing shall be advanced
            to the Borrower, in each case by the Agent transferring the amount
            of the Drawing to such account of the Borrower as the Borrower shall
            notify to the Agent in the relevant Drawdown Notice by such same day
            method of funds transfer as the Agent shall select.

      2.3   ADVANCE OF DRAWINGS Each Drawing shall be advanced in Dollars. Each
            Drawing shall be advanced on a Business Day, provided that the
            Borrower shall have given to the Agent not more than ten and not
            fewer than four Business Days' notice in writing materially in the
            form set out in Appendix A of the required Advance Date of the
            Drawing in question. Each Drawdown Notice once given shall be
            irrevocable and shall constitute a warranty by the Borrower that:-

            2.3.1   all conditions precedent to the advance of the Drawing
                    requested in that Drawdown Notice will have been satisfied
                    on or before the Advance Date requested;

            2.3.2   no Event of Default or Potential Event of Default has
                    occurred or will then have occurred; and


                                       17
<PAGE>

            2.3.3   no Event of Default or Potential Event of Default will
                    result from the advance of the Drawing in question.

            The Agent shall promptly notify each Bank of the receipt of each
            Drawdown Notice, following which each Bank will make its
            Proportionate Share of the amount of the requested Drawing
            available to the Borrower through the Agent on the Advance Date
            requested.

      2.4   FACILITY REDUCTION

            2.4.1   The amount of the Facility available to the Borrower for
                    drawing under this Agreement shall be one hundred and fifty
                    million Dollars ($150,000,000) during the period from the
                    Execution Date until the Termination Date. On the
                    Termination Date the Facility available shall be reduced to
                    zero.

            2.4.2   The Borrower may voluntarily reduce the Maximum Facility
                    Amount in whole or in part in multiples of two million
                    Dollars ($2,000,000), where applicable provided that it has
                    first given to the Agent not fewer than fourteen (14) days'
                    prior written notice expiring on a Business Day of its
                    desire to reduce the Maximum Facility Amount. Any such
                    reduction in the Maximum Facility Amount shall not be
                    reversed.

            2.4.3   To the extent that repayments or prepayments made by the
                    Borrower to the Agent in accordance with this Agreement
                    reduce the Facility Outstandings to less than the Maximum
                    Facility Amount, the Borrower shall again be entitled to
                    make Drawings in accordance with and subject to the terms of
                    this Agreement.

            2.4.4   Simultaneously with any reduction of the Maximum Facility
                    Amount in accordance with Clause 2.4.2, the Commitment of
                    each Bank will reduce so that the Commitments of the Banks
                    in respect of the reduced Maximum Facility Amount remain in
                    accordance with their respective Proportionate Shares.


                                       18
<PAGE>

      2.5   RESTRICTIONS ON DRAWINGS The Borrower shall not be entitled to make
            more than three Drawings on any Business Day and no more than ten
            (10) Drawings may be outstanding at any one time during the Facility
            Period. Each Drawing shall be of an amount of not less than five
            million Dollars ($5,000,000). If at any time during the Facility
            Period the Facility Outstandings exceed the Maximum Facility Amount
            then available or if a proposed Drawing when advanced would result
            in the Maximum Facility Amount being exceeded then the Borrower
            shall immediately pay to the Agent on behalf of the Banks such
            amount as will ensure that the Facility Outstandings are equal to or
            less than the Maximum Facility Amount then available.

      2.6   TERMINATION DATE No Bank shall be under any obligation to advance
            all or any part of its Commitment (i) if the Execution Date has not
            occurred on or before 29 February 2000 or (ii) after the Termination
            Date.

      2.7   SEVERAL OBLIGATIONS The obligations of the Banks under this
            Agreement are several. The failure of a Bank to perform its
            obligations under this Agreement shall not affect the obligations of
            the Borrower to any Finance Party nor shall any Finance Party be
            liable for the failure of another Bank to perform any of its
            obligations under or in connection with this Agreement.

      2.8   APPLICATION OF FACILITY Without prejudice to the obligations of the
            Borrower under this Agreement, no Finance Party shall be obliged to
            concern itself with the application of the Facility by the Borrower.

      2.9   LOAN FACILITY AND CONTROL ACCOUNTS The Agent will open and maintain
            such loan facility account or such other control accounts as the
            Agent shall in its discretion consider necessary or desirable in
            connection with the Facility.

3     CONDITIONS PRECEDENT AND SUBSEQUENT

      3.1   CONDITIONS PRECEDENT - FIRST DRAWING Before any Bank shall have any
            obligation to advance the first Drawing under the Facility, the
            Borrower shall pay


                                       19
<PAGE>

            to the Agent the relevant fees referred to in Clause 8 and deliver
            or cause to be delivered to or to the order of the Agent the
            following documents and evidence:-

            3.1.1   EVIDENCE OF INCORPORATION Such evidence as the Agent may
                    reasonably require that each Security Party was duly
                    incorporated in its country of incorporation and remains in
                    existence and, where appropriate, in good standing, with
                    power to enter into, and perform its obligations under,
                    those of the Security Documents to which it is, or is
                    intended to be, a party, including (without limitation) a
                    copy, certified by a director or an officer of the Security
                    Party in question as true, complete, accurate and unamended,
                    of all documents establishing or limiting the constitution
                    of each Security Party.

            3.1.2   CORPORATE AUTHORITIES A copy, certified by a director or the
                    secretary of the Security Party in question as true,
                    complete, accurate and neither amended nor revoked, of a
                    resolution of the directors and (other than the Guarantors)
                    a resolution of the shareholders of each Security Party
                    (together, where appropriate, with signed waivers of notice
                    of any directors' or shareholders' meetings) approving, and
                    authorising or ratifying the execution of, those of the
                    Security Documents and each Drawdown Notice to which that
                    Security Party is or is intended to be a party and all
                    matters incidental thereto.

            3.1.3   OFFICER'S CERTIFICATE A certificate (i) signed by a duly
                    authorised officer of each of the Security Parties setting
                    out the names of the directors, officers and (other than the
                    Guarantors) shareholders of that Security Party and (ii)
                    issued by each Security Party's company registry confirming
                    due incorporation and valid existence and (when such
                    information is maintained by the registry) the names of its
                    directors and shareholders.

            3.1.4   POWER OF ATTORNEY The power of attorney (notarially attested
                    and legalised, if necessary, for registration purposes) of
                    each of the Security Parties under which any documents are
                    to be executed or transactions undertaken by that Security
                    Party.


                                       20
<PAGE>

            3.1.5   THE SECURITY DOCUMENTS  This Agreement, the ETPM Pledge
                    Agreement, any Inter-Company Indebtedness Assignment, and
                    the Shipowner's Guarantee, together with all notices and
                    other documents required by any of them, duly executed.

            3.1.6   DRAWDOWN NOTICE  A Drawdown Notice.

            3.1.7   PROCESS AGENT A letter from Stolt-Nielsen Limited accepting
                    their appointment by each of the Security Parties as agent
                    for service of Proceedings pursuant to the Security
                    Documents.

            3.1.8   THE FEE LETTERS The Fee Letters countersigned on behalf of
                    the Borrower and the Guarantors by way of acceptance of
                    their terms.

            3.1.9   LEGAL OPINIONS Confirmation satisfactory to the Agent that
                    all legal opinions required by the Agent on behalf of the
                    Banks from its Dutch, French, Luxembourg, Panamanian and
                    English legal advisers will be given substantially in the
                    form required by the Agent on behalf of the Banks.

            3.1.10  ACCOUNTS The consolidated audited accounts of each of the
                    Guarantors for the financial year 30 November 1998 in each
                    case, certified, in respect of SCS, by a director or the
                    chief financial officer of Stolt Comex Seaway M.S. Limited
                    as agent for SCS and in respect of SNSA, by the chief
                    financial officer of SNSA, as fair and accurate.

            3.1.11  SUBORDINATION OF SNSA INTERCOMPANY LOAN EQUITY Evidence that
                    the SNSA Intercompany Loan Equity has been subordinated to
                    the Indebtedness until its conversion into equity pursuant
                    to Clause 11.2.12.

            3.1.12  ETPM FINANCIAL INFORMATION Such financial information which
                    ETPM has prepared in the normal course of its business which
                    the Agent may require.


                                       21
<PAGE>

            3.1.13  REFINANCING LETTER A letter in relation to arrangement of
                    the "take-out banking financing" signed by the Borrower and
                    the Guarantors in form and substance satisfactory to the
                    Agent in its absolute discretion (to be delivered to the
                    Agent in any event no later than fourteen days after the
                    Execution Date).

            3.1.14  CONFIRMATION OF SECURITY ELECTION The documents and evidence
                    referred to in Schedule 5 if a security election has been
                    made pursuant to Clause 11.5.

            3.1.15  ETPM INDEBTEDNESS The written confirmation of the Borrower
                    that all of the ETPM Indebtedness has been repaid.

      3.2   CONDITIONS SUBSEQUENT The Borrower undertakes to deliver or to cause
            to be delivered to the Agent on, or as soon as practicable after,
            the first Advance Date, the following additional documents and
            evidence:-

            3.2.1   LEGAL OPINIONS Such legal opinions as the Agent on behalf of
                    the Banks shall require pursuant to Clause 3.1.9.

            3.2.2   COMPANIES ACT REGISTRATIONS Evidence that the prescribed
                    particulars of the Security Documents have been delivered to
                    the Registrar of Companies of England and Wales, within the
                    statutory time limit.

      3.3   CONDITIONS PRECEDENT - SUBSEQUENT DRAWINGS Before any Bank shall
            have any obligation to advance any subsequent Drawings under the
            Facility, the Borrower shall deliver or cause to be delivered to the
            order of the Agent, a Drawdown Notice and any documents and evidence
            pursuant to Schedule 5, if applicable, in addition to the documents
            and evidence referred to in Clause 3.1 where such documents and
            evidence have not already been delivered to and received by the
            Agent.


                                       22
<PAGE>

      3.4   NO WAIVER If the Banks in their sole discretion agree to advance any
            part of the Facility to the Borrower before all of the documents and
            evidence required by Clause 3.1 or Clause 3.3 (as the case may be)
            have been delivered to or to the order of the Agent, the Borrower
            undertakes to deliver all outstanding documents and evidence to or
            to the order of the Agent no later than the date specified by the
            Agent, and the advance of any part of the Facility shall not be
            taken as a waiver of the Agent's right to require production of all
            the documents and evidence required by Clause 3.1 or Clause 3.3 (as
            the case may be).

      3.5   FORM AND CONTENT All documents and evidence delivered to the Agent
            pursuant to this Clause shall:-

            3.5.1   be in form and substance acceptable to the Agent;

            3.5.2   be accompanied, if required by the Agent, by translations
                    into the English language, certified in a manner acceptable
                    to the Agent;

            3.5.3   if required for registration purposes, be certified,
                    notarised, legalised or attested in a manner acceptable to
                    the Agent.

      3.6   EVENT OF DEFAULT No Bank shall be under any obligation to advance
            any part of its Commitment nor to act on any Drawdown Notice if, at
            the date of the Drawdown Notice or at the date on which the advance
            of a Drawing is requested in the Drawdown Notice, an Event of
            Default or Potential Event of Default shall have occurred, or if an
            Event of Default or Potential Event of Default would result from the
            advance of the Drawing in question.

4     REPRESENTATIONS AND WARRANTIES

      Each of the Borrower and the Guarantors represents and warrants to each of
      the Finance Parties at the date of this Agreement and (by reference to the
      facts and circumstances then pertaining) at the date of each Drawdown
      Notice, at each Advance Date and at each Interest Payment Date as follows
      (except that the representation and warranty contained at Clause 4.6 and
      Clause 4.13 shall only be made on the first Advance Date):-

                                       23
<PAGE>

      4.1   INCORPORATION AND CAPACITY Each of the Security Parties is a body
            corporate duly constituted, organised and validly existing and
            (where applicable) in good standing under the law of its country of
            incorporation, in each case with perpetual corporate existence and
            the power to sue and be sued, to own its assets and to carry on its
            business, and all of the corporate shareholders (if any) of each
            Security Party (other than the Guarantors) are duly constituted and
            existing under the laws of their countries of incorporation with
            perpetual corporate existence and the power to sue and be sued, to
            own their assets and to carry on their business.

      4.2   SOLVENCY None of the Security Parties is insolvent or in liquidation
            or administration or subject to any other insolvency procedure, and
            no receiver, administrative receiver, administrator, liquidator,
            trustee or analogous officer has been appointed in respect of any of
            the Security Parties or all or any part of their assets.

      4.3   BINDING OBLIGATIONS The Security Documents when duly executed and
            delivered will constitute the legal, valid and binding obligations
            of the Security Parties enforceable in accordance with their
            respective terms subject to applicable laws regarding creditors'
            rights in general.

      4.4   SATISFACTION OF CONDITIONS All acts, conditions and things required
            to be done and satisfied and to have happened prior to the execution
            and delivery of the Security Documents in order to constitute the
            Security Documents the legal, valid and binding obligations of the
            Security Parties in accordance with their respective terms have been
            done, satisfied and have happened in compliance with all applicable
            laws.

      4.5   REGISTRATIONS AND CONSENTS  With the exception only of the
            registrations referred to in Clause 3.2 or where appropriate
            Schedule 5, all (if any) consents, licences, approvals and
            authorisations of, or registrations with or declarations to, any
            governmental authority, bureau or agency which may be required in
            connection with the execution, delivery, performance, validity or
            enforceability of the Security Documents have been obtained or made
            and remain in full force and effect and neither the Borrower nor
            either of the Guarantors is aware of any event


                                       24
<PAGE>

            or circumstance which could reasonably be expected adversely to
            affect the right of any of the Security Parties (as the case may be)
            to hold and/or obtain renewal of any such consents, licences,
            approvals or authorisations.

      4.6   DISCLOSURE OF MATERIAL FACTS Neither the Borrower nor the Guarantors
            is aware of any material facts or circumstances which have not been
            disclosed to the Agent and which might, if disclosed, have
            reasonably been expected to adversely affect the decision of a
            person considering whether or not to make loan facilities of the
            nature contemplated by this Agreement available to the Borrower.

      4.7   NO MATERIAL LITIGATION Except for those matters disclosed in writing
            to the Agent, there is no action, suit, arbitration or
            administrative proceeding nor any contemplated action, suit,
            arbitration or administrative proceeding pending or to its knowledge
            about to be pursued before any court, tribunal or governmental or
            other authority which would, or would be likely to, have a
            materially adverse effect on the business, assets, financial
            condition or creditworthiness of the Group.

      4.8   NO BREACH OF LAW OR CONTRACT The execution, delivery and performance
            of the Security Documents will not contravene any contractual
            restriction or any law binding on any of the Security Parties or on
            any shareholder (whether legal or beneficial) of any of the Security
            Parties (other than the Guarantors), or the constitutional documents
            of any of the Security Parties, nor result in the creation of, nor
            oblige any of the Security Parties to create, any Encumbrance over
            all or any of its assets, with the exception of the Encumbrances
            created by or pursuant to the Security Documents.

      4.9   NO DEDUCTIONS Except as disclosed to the Agent in writing, that to
            the best of their knowledge belief and without undue enquiry, none
            of the Security Parties is required to make any deduction or
            withholding from any payment which it may be obliged to make to any
            of the Finance Parties under or pursuant to the Security Documents.


                                       25
<PAGE>

      4.10  NO ESTABLISHED PLACE OF BUSINESS IN THE UNITED KINGDOM OR UNITED
            STATES Save in respect of the Shipowning Guarantors referred to in
            Schedule 2 whose registered office or principal place of business is
            in the United Kingdom, none of the Security Parties has, at the date
            of this Agreement, an established place of business in the United
            Kingdom or the United States of America.

      4.11  USE OF FACILITY The Facility will be used for the purposes specified
            in Recital (A).

      4.12  SUBSIDIARIES Save as a result of any merger or amalgamation effected
            pursuant to Clause 11.1.2, each of the Shipowning Guarantors is and
            will remain throughout the Facility Period a directly wholly owned
            subsidiary of the SCS.

      4.13  MATERIAL ADVERSE CHANGE Except as has been previously advised to the
            Agent in writing, there has been no material adverse change in the
            financial condition of the Borrower or the Guarantors since delivery
            to the Agent of each Guarantor's consolidated audited and unaudited
            accounts referred to in Clause 3.1.10.

      4.14  FINANCE COMPANY STATUS (i) The Borrower complies with and shall
            throughout the Facility Period continue to comply (to the extent
            applicable), with the regulations of the Netherlands Ministry of
            Finance dated 4 February 1993 with respect to finance companies and
            that the application of the Facility is and will throughout the
            Facility continue to be in accordance with such regulations and (ii)
            all notice requirements to the Dutch central bank pursuant to the
            Foreign Financial Relations Act ("Wet Financiele Betrekkingen
            Buitenland") 1994 have been complied with and shall throughout the
            Facility Period continue to be complied with.

      4.15  COVENANT COMPLIANCE Each of the Security Parties on the date of this
            Agreement is in full compliance with all existing financial
            covenants and undertakings contained in any loan facility agreement
            to which it is a party.


                                       26
<PAGE>

5     REPAYMENT AND PREPAYMENT

      5.1   REPAYMENT Each Drawing shall be repaid by the Borrower to the Agent
            on behalf of the Banks on the last day of its Interest Period unless
            the Borrower selects a further Interest Period for that Drawing in
            accordance with Clause 6, provided that the Borrower shall not be
            permitted to select such further Interest Period if an Event of
            Default or Potential Event of Default has occurred and shall then be
            obliged to repay such Drawing on the last day of its then current
            Interest Period. In addition, the Borrower shall from time to time
            repay to the Agent as agent for the Banks such amounts of the
            Facility Outstandings as will ensure that the Facility Outstandings
            do not exceed the Maximum Facility Amount then available. The
            Borrower shall on the Termination Date repay to the Agent as agent
            for the Banks all Facility Outstandings.

      5.2   PREPAYMENT The Borrower may prepay the Facility Outstandings in
            whole or in part in multiples of two million Dollars ($2,000,000)
            (or as otherwise may be agreed by the Agent) provided that it has
            first given to the Agent not fewer than fourteen (14) days' prior
            written notice expiring on a Business Day of its intention to do so.
            Any notice pursuant to this Clause 5.2 once given shall be
            irrevocable and shall oblige the Borrower to make the prepayment
            referred to in the notice on the Business Day specified in the
            notice, together with all interest accrued on the amount prepaid up
            to and including that Business Day.

      5.3   PREPAYMENT INDEMNITY If the Borrower shall, subject always to Clause
            5.2, make a prepayment on a Business Day other than the last day of
            an Interest Period, it shall pay to the Agent on behalf of the Banks
            any amount which is necessary to compensate the Banks for any Break
            Costs incurred by the Agent or any of the Banks as a result of the
            prepayment in question.

      5.4   APPLICATION OF PREPAYMENTS Any prepayment in an amount less than the
            Indebtedness shall be applied in satisfaction or reduction first of
            any costs and other moneys outstanding; secondly of all interest
            outstanding and thirdly of the outstanding Drawings in inverse order
            of maturity.


                                       27
<PAGE>

      5.5   REBORROWING OF PREPAYMENTS Any amount prepaid pursuant to this
            Agreement may be reborrowed in accordance with Clause 2.4.3.

6     INTEREST

      6.1   INTEREST PERIODS The period during which any Drawing shall be
            outstanding pursuant to this Agreement shall be divided into
            consecutive Interest Periods of one, two or three months' duration,
            as selected by the Borrower by written notice to the Agent not later
            than 11.00 a.m. on the fourth Business Day before the beginning of
            the Interest Period in question, or such other duration as may be
            agreed by the Banks in their discretion. No more than three one (1)
            month Interest Periods may be selected by the Borrower during the
            Facility Period.

      6.2   BEGINNING AND END OF INTEREST PERIODS The first Interest Period in
            respect of each Drawing shall begin on the Advance Date of that
            Drawing and shall end on the last day of the Interest Period
            selected in accordance with Clause 6.1. Any subsequent Interest
            Period selected in respect of each Drawing shall commence on the day
            following the last day of its previous Interest Period and shall end
            on the last day of its current Interest Period selected in
            accordance with Clause 6.1. However, in respect of any Drawings
            outstanding on the Termination Date, the Interest Period applicable
            to such Drawings shall end on the Termination Date.

      6.3   INTEREST RATE During each Interest Period interest shall accrue on
            each Drawing at the rate determined by the Agent to be the aggregate
            of (a) the Margin and (b) LIBOR determined in each case, at or about
            11.00 a.m. on the second Business Day prior to the beginning of the
            Interest Period relating to that Drawing.

      6.4   ACCRUAL AND PAYMENT OF INTEREST Interest shall accrue from day to
            day, shall be calculated on the basis of a 360 day year and the
            actual number of days elapsed (or, in any circumstance where market
            practice differs, in accordance with the prevailing market practice)
            and shall be paid by the Borrower to the Agent on behalf of the
            Banks on the last day of each Interest Period and additionally,
            during any Interest Period exceeding three months, on the last day
            of each successive three month period after the beginning of that
            Interest Period.


                                       28
<PAGE>

      6.5   ENDING OF INTEREST PERIODS If any Interest Period would end on a day
            which is not a Business Day, that Interest Period shall end on the
            next succeeding Business Day (unless the next succeeding Business
            Day falls in the next calendar month, in which event the Interest
            Period in question shall end on the next preceding Business Day).

      6.6    DEFAULT RATE If an Event of Default shall occur, the whole of the
             Indebtedness shall, from the date of the occurrence of the Event of
             Default, bear interest up to the date of actual payment (both
             before and after judgment) at the Default Rate, compounded at such
             intervals as the Agent shall in its discretion determine, which
             interest shall be payable from time to time by the Borrower to the
             Agent on behalf of the Banks on demand.

      6.7   DETERMINATIONS CONCLUSIVE Each determination of an interest rate
            made by the Agent in accordance with Clause 6 shall (save in the
            case of manifest error or on any question of law) be final and
            conclusive.

7     GUARANTEE AND INDEMNITY

      7.1   THE BORROWER'S OBLIGATIONS

            In consideration of the agreement of the Banks to make the Facility
            available to the Borrower, each of the Guarantors:-

            7.1.1   irrevocably and unconditionally guarantees to discharge on
                    demand the Borrower's Obligations, including Interest from
                    the date of demand until the date of payment, both before
                    and after judgement; and

            7.1.2   agrees, as a separate and independent obligation, that, if
                    any of the Borrower's Obligations are not recoverable from
                    the Guarantors under Clause 7.1.1 for any reason, the
                    Guarantors will be liable to the Finance Parties as
                    principal debtors by way of indemnity for the same amount as
                    that for which the Guarantors would have been liable had
                    those Borrower's Obligations been recoverable and agrees to
                    discharge its


                                       29
<PAGE>

                    liability under this Clause 7.1.2 on demand together with
                    Interest from the date of demand until the date of payment,
                    both before and after judgement,

                    provided that the liability of SNSA under Clause 7.1 shall,
                    during the period commencing on the Execution Date and
                    ending on a date falling six (6) months thereafter (the
                    "LIMITATION DATE") be limited to fifty per cent (50%) of the
                    Borrower's Obligations. Immediately after the Limitation
                    Date, the liability of SNSA under Clause 7.1 shall be in
                    respect of the full amount of the Borrower's Obligations.

            7.1.3   For the purpose of ascertaining the date on which SNSA
                    becomes liable from time to time under Clause 7.1.1 or
                    Clause 7.1.2 (as the case may be), any such date shall be
                    the date on which an Event of Default shall have occurred.

      7.2   CONTINUING SECURITY

            The Guarantee is a continuing security for the full amount of the
            Borrower's Obligations from time to time and shall remain in force
            notwithstanding the liquidation of the Borrower or any change in the
            constitution of the Borrower or of any Finance Party or the
            absorption of or amalgamation by any Finance Party in or with any
            other entity or the acquisition of all or any part of the assets or
            undertaking of any Finance Party by any other entity.

      7.3   PRESERVATION OF GUARANTORS' LIABILITY

            7.3.1   The Banks may without either Guarantor's consent and without
                    notice to either Guarantor and without in any way releasing
                    or reducing the Guarantors' Liabilities:-

                    (a)   amend, novate, supplement or replace all or any of the
                          Borrower's Security Documents;


                                       30
<PAGE>

                    (b)   increase or reduce the amount of the Facility or vary
                          the terms and conditions for its repayment or
                          prepayment (including, without limitation, the rate
                          and/or method of calculation of interest payable on
                          the Facility);

                    (c)   allow to the Borrower or to any other person any time
                          or other indulgence;

                    (d)   renew, vary, release or refrain from enforcing any of
                          the Borrower's Security Documents or any other
                          security, guarantee or indemnity which the Agent may
                          now or in the future hold from the Borrower or from
                          any other person;

                    (e)   compound with the Borrower or any other person;

                    (f)   enter into, renew, vary or terminate any other
                          agreement or arrangement with the Borrower or any
                          other person; or

                    (g)   make any concession to the Borrower or do or omit or
                          neglect to do anything which might, but for this
                          provision, operate to release or reduce the liability
                          of either Guarantor under the Guarantee.

            7.3.2   The liability of the Guarantors under the Guarantee shall
                    not be affected by:-

                    (a)   the absence of or any defective, excessive or
                          irregular exercise of any of the powers of the
                          Borrower or of any Surety;

                    (b)   any security given or payment made to the Finance
                          Parties or any of them by the Borrower or any other
                          person being avoided or reduced under any law (whether
                          English or foreign) relating to bankruptcy or
                          insolvency or analogous circumstance in force from
                          time to time;


                                       31
<PAGE>

                    (c)   the liquidation, administration, receivership or
                          insolvency of either Guarantor;

                    (d)   any other security, guarantee or indemnity now or in
                          the future held by the Finance Parties or any of them
                          being defective, void or unenforceable, or the failure
                          of the any Finance Party to take any security,
                          guarantee or indemnity;

                    (e)   any compromise or arrangement under Part I or Part VII
                          of the Insolvency Act 1986 or section 425 of the
                          Companies Act 1985 (or any statutory modification or
                          re-enactment of either of them for the time being in
                          force) or under any analogous provision of any foreign
                          law;

                    (f)   the novation of any of the Borrower's Obligations;

                    (g)   anything which would not have released or reduced the
                          liability of the Guarantors to the Finance Parties had
                          the liability of the Guarantors under Clause 7.1.1
                          been as principal debtors of the Finance Parties and
                          not as guarantors.

      7.4   PRESERVATION OF BANKS' RIGHTS

            7.4.1   The Guarantee is in addition to any other security,
                    guarantee or indemnity now or in the future held by the
                    Finance Parties in respect of the Borrower's Obligations,
                    whether from the Borrower, the Guarantors or any other
                    person, and shall not merge with, prejudice or be prejudiced
                    by any such security, guarantee or indemnity or any
                    contractual or legal right of each Finance Party.

            7.4.2   Any release, settlement, discharge or arrangement relating
                    to the liabilities of the Guarantors under the Guarantee
                    shall be conditional on no payment, assurance or security
                    received by the Finance Parties in respect of the Borrower's
                    Obligations being avoided or reduced under any law (whether
                    English or foreign) in force from time to time relating to


                                       32
<PAGE>

                    bankruptcy, insolvency or any (in the opinion of the Agent)
                    analogous circumstance and after any such avoidance or
                    reduction the Finance Parties shall be entitled to exercise
                    all of their rights, powers, discretions and remedies under
                    or pursuant to the Guarantee and/or any other rights,
                    powers, discretions or remedies which they would otherwise
                    have been entitled to exercise, as if no release,
                    settlement, discharge or arrangement had taken place.

            7.4.3   Following the discharge of the Borrower's Obligations, the
                    Finance Parties shall be entitled to retain any security
                    which they may hold for the liabilities of the Guarantors
                    under the Guarantee until the Finance Parties are satisfied
                    in their discretion that they will not have to make any
                    payment under any law referred to in Clause 7.4.2.

            7.4.4   Until all claims of the Finance Parties in respect of the
                    Borrower's Obligations have been discharged in full:-

                    (a)   neither Guarantor shall be entitled to participate in
                          any security held or sums received by any Finance
                          Party in respect of all or any part of the Borrower's
                          Obligations;

                    (b)   neither Guarantor shall stand in the place of, or be
                          subrogated for, any of the Finance Parties in respect
                          of any security nor take any step to enforce any claim
                          against the Borrower or any Surety (or the estate or
                          effects of any such person) nor claim or exercise any
                          right of set off or counterclaim against the Borrower
                          or any Surety nor make any claim in the bankruptcy or
                          liquidation of the Borrower or any Surety in respect
                          of any sums paid by either Guarantor to the Finance
                          Parties or any of them or in respect of any sum which
                          includes the proceeds of realisation of any security
                          at any time held by the Finance Parties or any of them
                          in respect of all or any part of the Guarantors'
                          Liabilities; and

                    (c)   neither Guarantor shall take any steps to enforce any
                          claim which it may have against the Borrower or any
                          Security Party without


                                       33
<PAGE>

                          the prior written consent of the Agent, and then only
                          on such terms and subject to such conditions as the
                          Agent may impose.

            7.4.5   The Guarantors' Liabilities shall be continuing for all
                    purposes (including Interest) and every sum of money which
                    may now or in the future be or become due or owing to the
                    Finance Parties by the Borrower under the Security Documents
                    to which the Borrower is a party (or which would have become
                    due or owing had it not been for the bankruptcy, liquidation
                    or insolvency of the Borrower) shall be deemed to continue
                    due and owing to the Finance Parties by the Borrower until
                    such sum is actually repaid to the Finance Parties,
                    notwithstanding the bankruptcy, liquidation or insolvency of
                    the Borrower.

            7.4.6   The Finance Parties may, but shall not be obliged to, resort
                    for their own benefit to any other means of payment at any
                    time and in any order they think fit without releasing or
                    reducing the Guarantors' Liabilities.

            7.4.7   The Finance Parties may enforce the Guarantee either before
                    or after resorting to any other means of payment and, in the
                    latter case, without entitling either Guarantor to any
                    benefit from or share in any such other means of payment for
                    so long as the Borrower's Obligations have not been
                    discharged in full.

      7.5   OTHER SECURITY

            Each Guarantor confirms that it has not taken and will not take
            without the prior written consent of the Agent (and then only on
            such terms and subject to such conditions as the Agent may impose)
            any security from the Borrower or from any Surety in connection with
            the Guarantee and any security taken by either Guarantor in
            connection with the Guarantee notwithstanding this Clause shall be
            held by such Guarantor in trust for the Agent on behalf of the
            Finance Parties absolutely as a continuing security for the
            Guarantors' Liabilities.


                                       34
<PAGE>

8     FEES

      8.1   The Borrower shall pay to or to the order of the Agent the fees,
            commissions and other sums referred to in the Fee Letters in the
            amounts and on the dates set out in the Fee Letters.

      8.2   The Borrower shall pay to the Agent Commitment Commission at the
            rate of one half of the Margin per annum on any undrawn part of the
            Facility after 23 December 1999. The Commitment Commission will
            accrue from day to day on the basis of a 360 day year and the actual
            number of days elapsed and shall be paid monthly in arrears from 23
            December 1999 until the Termination Date.

9     SECURITY DOCUMENTS

      9.1   As security for the repayment of the Indebtedness, the Borrower
            shall execute and deliver to the Agent or cause to be executed and
            delivered to the Agent, on or before the first Advance Date, the
            following Security Documents in such forms and containing such terms
            and conditions as the Agent shall require:-

            9.1.1   THE SHIPOWNERS' GUARANTEE the joint and several guarantee
                    and indemnity of the Shipowning Guarantors; and

            9.1.2   ANY INTER-COMPANY INDEBTEDNESS ASSIGNMENTS if applicable, a
                    deed of assignment of any Inter-Company Indebtedness
                    materially in the form set forth in Appendix B; and

            9.1.3   THE ETPM PLEDGE AGREEMENT the agreement of ETPM containing a
                    negative pledge and agreement to pledge all its material
                    assets.

      9.2   As further security for the repayment of the Indebtedness, the
            Borrower shall cause to be executed and delivered to the Agent, from
            time to time, all Security Documents required by the Agent pursuant
            to Clause 11.5.1.


                                       35
<PAGE>

10    AGENCY AND TRUST

      10.1  APPOINTMENT Each of the Banks and the Arranger appoints the Agent
            its agent for the purpose of administering the Facility and the
            Security Documents and authorises the Agent and its directors,
            officers, employees and agents acting on the instructions from time
            to time of an Instructing Group, and subject to Clauses 10.4 and
            10.19, to execute the Security Documents on its behalf and to
            exercise all rights, powers, discretions and remedies vested in the
            Banks under or pursuant to the Security Documents, together with all
            powers reasonably incidental to them.

      10.2  AUTHORITY Each of the Banks and the Arranger irrevocably authorises
            the Agent, acting on the instructions from time to time of an
            Instructing Group:-

            10.2.1  to give or withhold any consents or approvals; and

            10.2.2  to exercise, or refrain from exercising, any discretions;
                    and

            10.2.3  to collect, receive, release or pay any money;

            under or pursuant to any of the Security Documents. In addition the
            Agent may waive compliance by any Security Party with Clauses 11.2.1
            and 17.2.3 with the prior written consent of an Instructing Group.
            The Agent shall have no duties or responsibilities as agent or as
            security trustee other than those expressly conferred on it by the
            Security Documents and shall not be obliged to act on any
            instructions if to do so would, in the opinion of the Agent, be
            contrary to any provision of the Security Documents or to any law,
            or would expose the Agent to any actual or potential liability to
            any third party.

      10.3  TRUST The Agent agrees and declares, and each of the Banks
            acknowledges, that, subject to the terms and conditions of this
            Clause, the Agent holds the Trust Property on trust for the Banks,
            in accordance with their respective Proportionate Shares,
            absolutely. Each of the Banks agrees that the obligations, rights
            and benefits vested in the Agent in its capacity as security trustee
            shall be performed and exercised in accordance with this Clause. The
            Agent in its capacity as


                                       36
<PAGE>

            security trustee shall have the benefit of all of the provisions of
            this Agreement benefiting it in its capacity as agent for the Banks,
            and all the powers and discretions conferred on trustees by the
            Trustee Act 1925 (to the extent not inconsistent with this
            Agreement). In addition:-

            10.3.1  the Agent (and any attorney, agent or delegate of the Agent)
                    may indemnify itself or himself out of the Trust Property
                    against all liabilities, costs, fees, damages, charges,
                    losses and expenses sustained or incurred by it or him in
                    relation to the taking or holding of any of the Trust
                    Property or in connection with the exercise or purported
                    exercise of the rights, trusts, powers and discretions
                    vested in the Agent or any other such person by or pursuant
                    to the Security Documents or in respect of anything else
                    done or omitted to be done in any way relating to the
                    Security Documents; and

            10.3.2  the Banks acknowledge that the Agent shall be under no
                    obligation to insure any property nor to require any other
                    person to insure any property and shall not be responsible
                    for any loss which may be suffered by any person as a result
                    of the lack or insufficiency of any insurance; and

            10.3.3  the Agent and the Banks agree that the perpetuity period
                    applicable to the trusts declared by this Agreement shall be
                    the period of eighty years from the Execution Date.

      10.4  LIMITATIONS ON AUTHORITY Except with the prior written consent of
            each of the Banks, the Agent shall not be entitled to :-

            10.4.1  release or vary any security given for the Borrower's
                    obligations under this Agreement; nor

            10.4.2  except as otherwise provided in this Agreement, agree to
                    waive the payment of any sum of money payable by any of the
                    Security Parties under the Security Documents or waive,
                    modify, vary or otherwise


                                       37
<PAGE>

                    amend or excuse performance by any of the Security Parties
                    of any material provision of the Security Documents; nor

            10.4.3  change the meaning of the expression "INSTRUCTING GROUP";
                    nor

            10.4.4  exercise, or refrain from exercising, any discretion, or
                    give or withhold any consent, the exercise or giving of
                    which is, by the terms of this Agreement, expressly reserved
                    to the Banks; nor

            10.4.5  extend the due date for the payment of any sum of money
                    payable by any of the Security Parties under the Security
                    Documents; nor

            10.4.6  take or refrain from taking any step if the effect of such
                    action or inaction may lead to the increase of the
                    obligations of a Bank under any of the Security Documents;
                    nor

            10.4.7  agree to change the currency in which any sum is payable
                    under the Security Documents (other than in accordance with
                    the terms of the Security Documents); nor

            10.4.8  agree to amend this Clause 10.4.

      10.5  LIABILITY Neither the Agent nor any of its directors, officers,
            employees or agents shall be liable to the Banks or the Arrangers
            for anything done or omitted to be done by the Agent under or in
            connection with the Security Documents unless as a result of the
            Agent's wilful misconduct or gross negligence.

      10.6  ACKNOWLEDGEMENT Each of the Banks and the Arrangers acknowledges
            that:-

            10.6.1  it has not relied on any representation made by the Agent or
                    any of the Agent's directors, officers, employees or agents
                    or by any other person acting or purporting to act on behalf
                    of the Agent to induce it to enter into any of the Security
                    Documents;


                                       38
<PAGE>

            10.6.2  it has made and will continue to make without reliance on
                    the Agent, and based on such documents and other evidence as
                    it considers appropriate, its own independent investigation
                    of the financial condition and affairs of the Security
                    Parties in connection with the making and continuation of
                    the Facility;

            10.6.3  it has made its own appraisal of the creditworthiness of the
                    Security Parties;

            10.6.4  the Agent shall not have any duty or responsibility at any
                    time to provide it with any credit or other information
                    relating to any of the Security Parties unless that
                    information is received by the Agent pursuant to the express
                    terms of the Security Documents.

            Each of the Banks and the Arrangers agrees that it will not assert
            nor seek to assert against any director, officer, employee or agent
            of the Agent or against any other person acting or purporting to act
            on behalf of the Agent any claim which it might have against them in
            respect of any of the matters referred to in this Clause.

      10.7  LIMITATIONS ON RESPONSIBILITY The Agent shall have no responsibility
            to any of the Security Parties or to the Banks or to the Arrangers
            on account of:-

            10.7.1  the failure of a Bank or of any of the Security Parties to
                    perform any of their respective obligations under the
                    Security Documents;

            10.7.2  the financial condition of any of the Security Parties;

            10.7.3  the completeness or accuracy of any statements,
                    representations or warranties made in or pursuant to any of
                    the Security Documents, or in or pursuant to any document
                    delivered pursuant to or in connection with any of the
                    Security Documents;

            10.7.4  the negotiation, execution, effectiveness, genuineness,
                    validity, enforceability, admissibility in evidence or
                    sufficiency of any of the


                                       39
<PAGE>

                    Security Documents or of any document executed or delivered
                    pursuant to or in connection with any of the Security
                    Documents.

      10.8  THE AGENT'S RIGHTS  The Agent may:-

            10.8.1  assume that all representations or warranties made or deemed
                    repeated by any of the Security Parties in or pursuant to
                    any of the Security Documents are true and complete, unless,
                    in its capacity as the Agent, it has acquired actual
                    knowledge to the contrary; and

            10.8.2  assume that no Event of Default or Potential Event of
                    Default has occurred unless, in its capacity as the Agent,
                    it has acquired actual knowledge to the contrary; and

            10.8.3  rely on any document or Communication believed by it to be
                    genuine; and

            10.8.4  rely as to legal or other professional matters on opinions
                    and statements of any legal or other professional advisers
                    selected or approved by it; and

            10.8.5  rely as to any factual matters which might reasonably be
                    expected to be within the knowledge of any of the Security
                    Parties on a certificate signed by or on behalf of that
                    Security Party; and

            10.8.6  refrain from exercising any right, power, discretion or
                    remedy unless and until instructed to exercise that right,
                    power, discretion or remedy and as to the manner of its
                    exercise by the Banks (or, where applicable, by an
                    Instructing Group) and unless and until the Agent has
                    received from the Banks any payment which the Agent may
                    require on account of, or any security which the Agent may
                    require for, any costs, claims, expenses (including legal
                    and other professional fees) and liabilities which it
                    considers it may incur or sustain in complying with those
                    instructions.


                                       40
<PAGE>

      10.9  THE AGENT'S DUTIES  The Agent shall:-

            10.9.1  if requested in writing to do so by a Bank, make enquiry and
                    advise the Banks as to the performance or observance of any
                    of the provisions of the Security Documents by any of the
                    Security Parties or as to the existence of an Event of
                    Default; and

            10.9.2  inform the Banks promptly of any Event of Default of which
                    the Agent has actual knowledge; and

            10.9.3  inform the Banks promptly of any disclosures in writing
                    received by the Agent pursuant to Clause 4.7.

      10.10 NO DEEMED KNOWLEDGE The Agent shall not be deemed to have actual
            knowledge of the falsehood or incompleteness of any representation
            or warranty made or deemed repeated by any of the Security Parties
            or actual knowledge of the occurrence of any Event of Default or
            Potential Event of Default unless a Bank or any of the Security
            Parties shall have given written notice thereof to the Agent.

      10.11 OTHER BUSINESS The Agent may, without any liability to account to
            the Banks or the Arrangers, generally engage in any kind of banking
            or trust business with any of the Security Parties or any of their
            respective Subsidiaries or associated companies or with a Bank as if
            it were not the Agent.

      10.12 INDEMNITY The Banks shall, promptly on the Agent's request,
            reimburse the Agent in their respective Proportionate Shares, for,
            and keep the Agent fully indemnified in respect of:-

            10.12.1 all amounts payable by the Borrower to the Agent pursuant to
                    Clause 18 to the extent that those amounts are not paid by
                    the Borrower;


                                       41
<PAGE>

            10.12.2 all liabilities, damages, costs and claims sustained or
                    incurred by the Agent in connection with the Security
                    Documents, or the performance of its duties and obligations,
                    or the exercise of its rights, powers, discretions or
                    remedies under or pursuant to any of the Security Documents;
                    or in connection with any action taken or omitted by the
                    Agent under or pursuant to any of the Security Documents,
                    unless in any case those liabilities, damages, costs or
                    claims arise solely from the Agent's wilful misconduct or
                    gross negligence.

      10.13 EMPLOYMENT OF AGENTS In performing its duties and exercising its
            rights, powers, discretions and remedies under or pursuant to the
            Security Documents, the Agent shall be entitled to employ and pay
            agents to do anything which the Agent is empowered to do under or
            pursuant to the Security Documents (including the receipt of money
            and documents and the payment of money) and to act or refrain from
            taking action in reliance on the opinion of, or advice or
            information obtained from, any lawyer, banker, broker, accountant,
            valuer or any other person believed by the Agent in good faith to be
            competent to give such opinion, advice or information.

      10.14 DISTRIBUTION OF PAYMENTS The Agent shall pay promptly to the order
            of each of the Banks that Bank's Proportionate Share of every sum of
            money received by the Agent pursuant to the Security Documents (with
            the exception of any amounts payable pursuant to Clause 8.1 and/or
            the Fee Letters and any amounts which, by the terms of the Security
            Documents, are paid to the Agent for the account of the Agent alone
            or specifically for the account of one or more Banks or the
            Arranger) and until so paid such amount shall be held by the Agent
            on trust absolutely for that Bank or the Arranger (or as the case
            may be).

      10.15 REIMBURSEMENT The Agent shall have no liability to pay any sum to a
            Bank or to the Arranger until it has itself received payment of that
            sum. If, however, the Agent does pay any sum to a Bank or to the
            Arranger on account of any amount prospectively due to it pursuant
            to Clause 10.14 before it has itself received payment of that
            amount, and the Agent does not in fact receive payment within five
            Business Days after the date on which that payment was required to
            be made


                                       42
<PAGE>

            by the terms of the Security Documents, the recipient will, on
            demand by the Agent, refund to the Agent an amount equal to the
            amount received by it, together with an amount sufficient to
            reimburse the Agent for any amount which the Agent may certify that
            it has been required to pay by way of interest on money borrowed to
            fund the amount in question during the period beginning on the date
            on which that amount was required to be paid by the terms of the
            Security Documents and ending on the date on which the Agent
            receives reimbursement.

      10.16 REDISTRIBUTION OF PAYMENTS Unless otherwise agreed between the
            Finance Parties, if at any time a Bank receives or recovers by way
            of set-off, the exercise of any lien or otherwise (other than from
            any assignee or transferee of or sub-participant in that Bank's
            Commitment), an amount greater than that Bank's Proportionate Share
            of any sum due from any of the Security Parties under the Security
            Documents (the amount of the excess being referred to in this Clause
            as the "EXCESS AMOUNT") then:-

            10.16.1 that Bank shall promptly notify the Agent (which shall
                    promptly notify each other Bank);

            10.16.2 that Bank shall pay to the Agent an amount equal to the
                    Excess Amount within ten days of its receipt or recovery of
                    the Excess Amount; and

            10.16.3 the Agent shall treat that payment as if it were a payment
                    by the Security Party in question on account of the sum owed
                    to the Banks as aforesaid and shall account to the Banks in
                    respect of the Excess Amount in accordance with the
                    provisions of this Clause.

            However, if a Bank has commenced any Proceedings to recover sums
            owing to it under the Security Documents and, as a result of, or in
            connection with, those Proceedings has received an Excess Amount,
            the Agent shall not distribute any of that Excess Amount to any
            other Bank which had been notified of the Proceedings and had the
            legal right to, but did not, join those Proceedings or commence and
            diligently prosecute separate Proceedings to enforce its rights in
            the same or another court.


                                       43
<PAGE>

      10.17 RESCISSION OF EXCESS AMOUNT If all or any part of any Excess Amount
            is rescinded or must otherwise be restored to any of the Security
            Parties or to any other third party, the Banks which have received
            any part of that Excess Amount by way of distribution from the Agent
            pursuant to this Clause shall repay to the Agent for the account of
            the Bank which originally received or recovered the Excess Amount,
            the amount which shall be necessary to ensure that the Banks share
            rateably in accordance with their Proportionate Shares in the amount
            of the receipt or payment retained, together with interest on that
            amount at a rate equivalent to that (if any) paid by the Bank
            receiving or recovering the Excess Amount to the person to whom that
            Bank is liable to make payment in respect of such amount, and Clause
            10.16.3 shall apply only to the retained amount.

      10.18 PROCEEDINGS Each of the Finance Parties shall notify one another of
            the proposed commencement of any Proceedings under any of the
            Security Documents prior to their commencement. No such Proceedings
            may be commenced without the prior written consent of an Instructing
            Group.

      10.19 INSTRUCTIONS Where the Agent is authorised or directed to act or
            refrain from acting in accordance with the instructions of the Banks
            or of an Instructing Group each of the Banks shall provide the Agent
            with instructions within three Business Days of the Agent's request
            (which request may be made orally or in writing). If a Bank does not
            provide the Agent with instructions within that period, that Bank
            shall be bound by the decision of the Agent. Nothing in this Clause
            shall limit the right of the Agent to take, or refrain from taking,
            any action without obtaining the instructions of the Banks if the
            Agent in its discretion considers it necessary or appropriate to
            take, or refrain from taking, such action in order to preserve the
            rights of the Banks under or in connection with the Security
            Documents. In that event, the Agent will notify the Banks of the
            action taken by it as soon as reasonably practicable, and the Banks
            agree to ratify any action taken by the Agent pursuant to this
            Clause.

      10.20 COMMUNICATIONS Any Communication under this Clause shall be given,
            delivered, made or served, in the case of the Agent (in its capacity
            as Agent or as


                                       44
<PAGE>

            one of the Banks), and in the case of the other Banks, at the
            address indicated in Schedule 1.

      10.21 PAYMENTS All amounts payable to a Bank under this Clause shall be
            paid to such account at such bank as that Bank may from time to time
            direct in writing to the Agent.

      10.22 RETIREMENT Subject to a successor being appointed in accordance with
            this Clause, the Agent may retire as agent and/or security trustee
            at any time without assigning any reason by giving to the Borrower
            and the other Finance Parties notice of its intention to do so, in
            which event the following shall apply:-

            10.22.1 with the consent of the Borrower, not to be unreasonably
                    withheld, the other Finance Parties may within thirty days
                    after the date of the Agent's notice appoint a successor to
                    act as agent and/or security trustee or, if they fail to do
                    so with the consent of the Borrower, not to be unreasonably
                    withheld, the Agent may appoint any other bank or financial
                    institution as its successor;

            10.22.2 the resignation of the Agent shall take effect
                    simultaneously with the appointment of its successor on
                    written notice of that appointment being given to the
                    Borrower and the other Finance Parties;

            10.22.3 the Agent shall thereupon be discharged from all further
                    obligations as agent and/or security trustee but shall
                    remain entitled to the benefit of the provisions of this
                    Clause;

            10.22.4 the Agent's successor and each of the other parties to this
                    Agreement shall have the same rights and obligations amongst
                    themselves as they would have had if that successor had been
                    a party to this Agreement.

      10.23 NO FIDUCIARY RELATIONSHIP Except as provided in Clauses 10.3 and
            10.14, the Agent shall not have any fiduciary relationship with or
            be deemed to be a trustee of or for a Bank or the Arranger and
            nothing contained in any of the Security


                                       45
<PAGE>

            Documents shall constitute a partnership between any two or more
            Banks or between the Agent and any Bank or the Arranger.

      10.24 THE AGENT AS A BANK The expression "THE BANKS" when used in the
            Security Documents includes the Agent in its capacity as one of the
            Banks. The Agent shall be entitled to exercise its rights, powers,
            discretions and remedies under or pursuant to the Security Documents
            in its capacity as one of the Banks in the same manner as any other
            Bank and as if it were not also the Agent.

      10.25 THE AGENT AS SECURITY TRUSTEE Unless the context otherwise requires,
            the expression "THE AGENT" when used in the Security Documents
            includes the Agent acting in its capacities both as agent and
            security trustee.

11    COVENANTS

      Each of the Borrower and the Guarantors covenants with the Finance Parties
      in the following terms.

      11.1  NEGATIVE COVENANTS

            Neither the Borrower nor the Guarantors, will:-

            11.1.1  NO THIRD PARTY RIGHTS without the Banks' prior written
                    consent, save for Permitted Liens, secure any debt or
                    guarantee obligation on any Vessel or other asset secured or
                    to be secured in favour of the Finance Parties or any of
                    them under the Security Documents nor permit any Security
                    Party or any other member of the SCS Group to create or
                    permit to arise or subsist any Encumbrance of whatever
                    nature upon any amount due from time to time during the
                    Facility Period to that Security Party or any other member
                    of the SCS Group in relation to any ETPM Assets except any
                    Encumbrance existing on the date of this Agreement and
                    notified to the Agent and listed in Appendix C; nor

            11.1.2  MERGER OR AMALGAMATION without the prior written consent of
                    an Instructing Group, permit any merger or amalgamation
                    unless (i) SCS,


                                       46
<PAGE>

                    SNSA, the Borrower and each Shipowning Guarantor (as the
                    case may be) remains the surviving entity following any such
                    merger or amalgamation (or if the merger or amalgamation
                    involves more than one of the Shipowning Guarantors, then
                    one of the Shipowning Guarantors remains the surviving
                    entity) and (ii) such surviving entity is not divested of
                    any material part of the assets or operations of such member
                    of the SCS Group and (iii) in the case of SCS or SNSA, such
                    merger or amalgamation has been approved by a duly passed
                    resolution of its shareholders; nor

            11.1.3  DISPOSAL OF ASSETS without prejudice to any provision
                    contained in any Security Document, sell, lease, transfer or
                    otherwise dispose of, by one or more transactions or series
                    of transactions (whether related or not), any of its Vessels
                    or the whole or any part of its other property or assets
                    otherwise than on arm's length commercial terms except where
                    such sale, lease, transfer or disposal is between a
                    Guarantor and any Subsidiary; nor

            11.1.4  NO BORROWINGS in the case of the Borrower and SCS only,
                    borrow any money or incur any obligations under leases other
                    than borrowings in respect of existing credit lines; nor

            11.1.5  NO LOANS OR OTHER FINANCIAL COMMITMENTS in the case of the
                    Borrower and SCS only, make any loan nor enter into any
                    guarantee or indemnity or otherwise voluntarily assume any
                    actual or contingent liability in respect of any obligation
                    of any other person not being a member of the SCS Group; nor

            11.1.6  NO DIVIDENDS in the case of the Borrower and SCS only, pay
                    any dividends or make any other distributions to
                    shareholders unless, in the case of SCS, such distribution
                    of dividends has been approved by a duly passed resolution
                    of the shareholders.


                                       47
<PAGE>

      11.2  POSITIVE COVENANTS

            11.2.1  FINANCIAL STATEMENTS The Borrower will supply to the Agent,
                    without request:-

                    (a)   its annual unaudited financial statements for each
                          financial year of the Borrower ending during the
                          Facility Period, containing (amongst other things) the
                          Borrower's profit and loss account for, and balance
                          sheet at the end of, each such financial year,
                          prepared in accordance with generally accepted
                          accounting principles and practices applicable to
                          companies incorporated in the Netherlands consistently
                          applied, in each case within one hundred and eighty
                          days of the end of the financial year to which they
                          relate and such financial statements shall accurately
                          and fairly represent the financial condition of the
                          Borrower; and

                    (b)   on a consolidated basis:-

                          (i)   each Guarantors annual audited accounts prepared
                                in accordance with US GAAP within one hundred
                                and eighty days of the end of the financial year
                                to which they relate and such financial
                                statements shall accurately and fairly represent
                                the financial condition of the Group; and

                          (ii)  each Guarantors unaudited quarterly financial
                                statements (including cash flow analysis) not
                                later than 90 days after the end of the relevant
                                fiscal quarter; and

                    (c)   the SCS Group's consolidated budget; and

                    (d)   any financial information delivered by each Guarantor
                          to its shareholders; and


                                       48
<PAGE>

                    (e)   on a non-consolidated basis and if reasonably required
                          by the Agent and the company concerned is obliged by
                          law or otherwise to prepare accounts, the annual
                          unaudited accounts of each of the Shipowning
                          Guarantors within one hundred and eighty days of the
                          end of the financial year to which they relate; and

                    (f)   a statement of the aggregate amount due at any time to
                          the SCS Group at least every twelve (12) months during
                          the Facility Period; and

                    (g)   in respect of the SCS Group a cash flow projection for
                          the following three (3) years to be provided every six
                          months during the Facility Period; and

                    (h)   a list and broad description of all contracts with a
                          value in excess of two million Dollars ($2,000,000) to
                          be performed by any member of the SCS Group, to be
                          provided every six months during the Facility Period,
                          such information to be in the form set forth in
                          Appendix D.

            11.2.2  OTHER INFORMATION The Borrower will promptly supply to the
                    Agent copies of all financial and other information from
                    time to time given by each Guarantor to its shareholders and
                    such information and explanations as the Agent may from time
                    to time reasonably require in connection with the Borrower's
                    and each Guarantor's profit and liquidity, and will procure
                    that the Agent be given the like information and
                    explanations relating to all other Security Parties.

            11.2.3  SCS'S PUBLIC LISTING Each of the Borrower and the Guarantors
                    shall ensure that throughout the Facility Period SCS shall
                    remain a public listed company unless it is owned by
                    significant and recognised corporate bodies approved by the
                    Banks with a corporate rating of at


                                       49
<PAGE>

                    least BBB as defined by Standard & Poor's or similar rating
                    from a rating agency acceptable to the Banks.

            11.2.4  CERTIFICATE OF COMPLIANCE The Borrower and the Guarantors
                    shall deliver to the Agent a duly executed Certificate of
                    Compliance ninety (90) days after the end of each fiscal
                    quarter occurring during the Facility Period.

            11.2.5  INSPECTION OF RECORDS The Borrower and the Guarantors will
                    each permit the inspection of its financial records and
                    accounts from time to time during business hours by the
                    Agent or its nominee.

            11.2.6  NOTIFICATION OF EVENT OF DEFAULT Each of the Borrower and
                    the Guarantors will immediately notify the Agent in writing
                    of the occurrence of any Event of Default or Potential Event
                    of Default or any event which will materially adversely
                    affect the Borrower's or the Guarantor's ability to perform
                    its obligations under this Agreement or the ability of any
                    of the other Security Parties or any Principal Subsidiary to
                    perform any of their obligations under any of the Security
                    Documents to which they are a party or may become a party
                    to.

            11.2.7  NOTIFICATION Each of the Borrower and the Guarantors shall
                    ensure that the Agent is immediately notified if any of the
                    Security Parties has an established place of business in the
                    United Kingdom or the United States of America at any time
                    during the Facility Period.

            11.2.8  PARI PASSU Each of the Borrower and the Guarantors shall
                    ensure that their respective obligations under this
                    Agreement shall at all times rank at least pari passu with
                    all of their other present and future unsecured and
                    unsubordinated indebtedness with the exception of any
                    obligations which are mandatorily preferred by any
                    applicable laws to companies generally and not by contract.


                                       50
<PAGE>

            11.2.9  CORPORATE EXISTENCE Save as permitted by Clause 11.1.2, each
                    of the Borrower and the Guarantors shall ensure that
                    throughout the Facility Period each of the Security Parties
                    shall (i) remain duly formed and validly existing under the
                    laws of its respective jurisdiction of incorporation (ii)
                    remain authorised to do business in the jurisdiction in
                    which it transacts its business (iii) continue to have the
                    power to carry on its business as it is now being conducted
                    and to enter into and perform its obligations under the
                    Security Documents to which it is a party and (iv) continue
                    to comply with all statutory, regulatory and other
                    requirements relative to its business which could reasonably
                    be expected to have a material adverse effect on its
                    business, assets or operations, financial or otherwise.

            11.2.10 ADMISSIBILITY IN EVIDENCE Each of the Borrowers and the
                    Guarantors shall on the request of the Agent obtain all
                    necessary authorisations, consents, approvals, licences,
                    exemptions, filings, registrations, recordings and
                    notarisations required or advisable in connection with the
                    admissibility in evidence of the Security Documents or any
                    of them in Proceedings in England or any other jurisdiction
                    in which Proceedings have been commenced.

            11.2.11 FINANCE COMPANY STATUS The Borrower will ensure that
                    throughout the Facility Period the Borrower will comply with
                    the regulations of the Netherlands Ministry of Finance dated
                    4 February 1993 with respect to finance companies to the
                    extent applicable and that the application of the Facility
                    will be in accordance with such regulations. The Borrower
                    will also ensure that throughout the Facility Period all
                    notice requirements to the Dutch Central Bank pursuant to
                    the Foreign Financial Relations Act ("Wet Financiele
                    Betrekkingen Buitenland") 1994, are complied with.

            11.2.12 INTERCOMPANY LOAN EQUITY Each of the Borrower and SCS shall
                    ensure that the Intercompany Loan Equity is converted into
                    equity on or before 28 February 2000.


                                       51
<PAGE>

            11.2.13 MORTGAGED ASSETS In respect of each Mortgaged Asset, each of
                    the Borrower and the Guarantors shall:

                    (i)   comply in all material respects with the requirements
                          of all applicable laws (including any environmental
                          laws), rules, regulations, orders and decrees of any
                          administrative or governmental authority or
                          organisation;

                    (ii)  repair and keep in good and substantial repair all
                          Vessels, installations, equipment, containers,
                          properties and other assets owned by it;

                    (iii) permit the Agent, its agents, officers and employees
                          free access at all reasonable times to any of its
                          offices or operation centres and allow such persons to
                          inspect such documents or information as they may
                          reasonably request and provide, on the request of such
                          person, such copies of such documents or information
                          as aforesaid; and

                    (iv)  ensure that all taxes, levies, imposts, custom duties
                          and other levies (howsoever described) (together with
                          any interest accruing thereon) the non-payment of
                          which might reasonably be expected to have a material
                          adverse affect on the financial condition of the
                          Security Parties, or any of them, are paid promptly
                          and provide the Agent with details of any demand
                          issued for such taxes, levies, imposts, customs duties
                          or other levies;

                    (v)   ensure that all its books of account and records
                          (including operational records relating to its
                          Vessels) are kept up to date and in such places they
                          are easily accessible in the event the Agent exercises
                          its rights to inspect the same pursuant to paragraph
                          (iii) above; and


                                       52
<PAGE>

                    (vi)  ensure that it maintains and procure that each of its
                          Subsidiaries maintains, insurance coverage with
                          financially sound and reputable insurers or ship
                          owners' mutual associations and in such forms and
                          amounts and against such risks as are customary for
                          corporations of established reputation engaged in the
                          same or similar business and owning and operating
                          similar properties.

      11.3  SCS'S FINANCIAL COVENANTS

            11.3.1  Throughout the Facility Period SCS shall:-

                    (a)   maintain a Consolidated Tangible Net Worth of not less
                          than $250,000,000 PLUS 50% of consolidated net income
                          (to the extent positive) for each fiscal year from and
                          after 30 November 1999;

                    (b)   maintain a Consolidated Debt to Consolidated Tangible
                          Net worth ratio of a maximum of 1.25:1 as calculated
                          at the end of each fiscal quarter ending 31 August and
                          a maximum of 1.0:1 as calculated quarterly at the end
                          of each fiscal quarter ending on the last day of
                          February, May and November;

                    (c)   on a rolling four fiscal quarter basis, maintain a
                          D/EBITDA ratio of a maximum of 3.5:1 during the
                          Facility Period; and

                    (d)   ensure that any inter-company debt due from SNSA or
                          any of its Subsidiaries (not including the SCS Group)
                          to the SCS Group does not at any one time exceed
                          thirty million Dollars ($30,000,000) in aggregate or
                          its equivalent amount in another currency.


                                       53
<PAGE>

            11.3.2  Immediately on any Inter-Company Indebtedness coming into
                    effect SCS shall duly authorise, execute and deliver to the
                    Agent an Inter-Company Indebtedness Assignment.

      11.4  SNSA FINANCIAL COVENANTS

            11.4.1  SNSA shall ensure that, at all times throughout the Facility
                    Period:-

                    (a)   SNSA Consolidated Tangible Net Worth is equal to or
                          greater than six hundred million Dollars
                          ($600,000,000); and

                    (b)   the ratio of SNSA Consolidated Debt to SNSA
                          Consolidated Tangible Net Worth is less than or equal
                          to 2:1.


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<PAGE>

      11.5  SECURITY ELECTION

            11.5.1  The Borrower hereby agrees that from time to time during the
                    Facility Period, the Agent may elect at any time by notice
                    in writing to the Borrower (which the Agent shall copy to
                    the Arranger and the Banks) to require the Borrower to
                    provide, or arrange that there be provided by one or more of
                    the Borrower's Subsidiaries, security for the Borrower's
                    obligations under this Agreement. If the Agent makes such an
                    election, the Borrower shall, within forty five (45) days
                    from the date of the aforementioned notice (or such longer
                    period as the Agent may in writing agree) provide to the
                    Agent the documents and evidence set out in paragraphs 1 to
                    11 of Schedule 5 in respect of each Mortgagor and each
                    Mortgaged Vessel, and will use all reasonable endeavours to
                    provide to the Agent the document set out in paragraph 12 of
                    Schedule 5, it being acknowledged by the Agent that, if the
                    Borrower (having used all reasonable endeavours) is unable
                    to provide the document set out in paragraph 12 of Schedule
                    5, it shall be under no obligation to provide the documents
                    set out in paragraph 4 of Schedule 5 or any other documents
                    required solely by the terms of the document set out in
                    paragraph 4 of Schedule 5. Upon receipt of all such
                    documents and evidence, all in form and substance
                    satisfactory to the Agent, the Agent shall, as soon as is
                    practicable thereafter, confirm such receipt in writing to
                    the Borrower.

            11.5.2  Each Guarantor covenants that it shall, in relation to each
                    Mortgaged Vessel:-

                    (a)   maintain, or procure that there are maintained, such
                          hull and machinery insurance and entries in protection
                          and indemnity or war risk associations and such
                          mortgagee interest insurance in respect of such
                          Mortgaged Vessel as are taken out in respect of any
                          other vessels in either Guarantor's fleet with such
                          brokers, underwriters or protection indemnity
                          associations as are reasonably acceptable to the Agent
                          and in each case in an


                                       55
<PAGE>

                          amount equal to at least market value of such
                          Mortgaged Vessel; and

                    (b)   comply with, or procure that the relevant Mortgagor
                          complies with, such other provisions, warranties and
                          covenants as may be contained in any of the Security
                          Documents to which such Mortgagor is a party.

            11.5.3  The terms of any Security Documents delivered to the Agent
                    pursuant to Clause 11.5.1 shall be agreed between the Agent
                    and the Borrower at the relevant time but in the case of any
                    mortgage or assignment of Earnings, Insurances and
                    Requisition Compensation shall be substantially in the forms
                    annexed hereto as Appendix E Part A and Part B respectively
                    with such adjustments as may be appropriate depending on the
                    flag of the Mortgaged Vessel. Notwithstanding the foregoing,
                    the Agent and the Borrower agree that prior to the
                    occurrence of an Event of Default, notice of any assignment
                    of Earnings (whether contained in a deed of covenants or
                    otherwise) shall not be required to be delivered to any
                    charterer of a Mortgaged Vessel.

12    EVENTS OF DEFAULT

      12.1  THE AGENT'S RIGHTS If any of the events set out in Clause 12.2
            occurs, and such event remains unremedied for fourteen (14) days
            after notice thereof has been given by the Agent to the Borrower
            (except in relation to any of the events described in Clauses
            12.2.1, 12.2.2, 12.2.4, 12.2.6 and 12.2.15 where such remedy period
            shall not apply) the Agent may at its discretion by notice to the
            Borrower declare the Banks to be under no further obligation to the
            Borrower under or pursuant to this Agreement and may declare all or
            any part of the Indebtedness (including such unpaid interest as
            shall have accrued) to be immediately payable, whereupon the
            Indebtedness (or the part of the Indebtedness referred to in the
            Agent's notice) shall immediately become due and payable without any
            further demand or notice of any kind.

      12.2  EVENTS OF DEFAULT  The events referred to in Clause 12.1 are:-


                                       56
<PAGE>

            12.2.1  PAYMENT DEFAULT if the Borrower defaults in the payment of
                    any part of the Indebtedness when due; or

            12.2.2  OTHER DEFAULT if any of the Security Parties fails to
                    observe or perform any of the covenants, conditions,
                    undertakings, agreements or obligations on its part
                    contained in any of the Security Documents or shall in any
                    other way be in breach of or do or cause to be done any act
                    repudiating or evidencing an intention to repudiate any of
                    the Security Documents and such default (if in the
                    reasonable opinion of the Instructing Group capable of
                    remedy) is not remedied within fourteen (14) days after
                    notice of the default has been given to the Borrower; or

            12.2.3  MISREPRESENTATION OR BREACH OF WARRANTY if any
                    representation, warranty or statement made, deemed to be
                    made, or repeated under any of the Security Documents or in
                    any accounts, certificate, notice instrument, written
                    statement or opinion delivered by a Security Party under or
                    in connection with any Security Document is incorrect in any
                    material respect when made, deemed to be made or repeated;
                    or

            12.2.4  EXECUTION if a distress or execution or other process of a
                    court or authority is levied on any of the property of any
                    of the Security Parties or any of the Principal Subsidiaries
                    before or after final judgment or by order of any competent
                    court or authority for an amount in excess of ten million
                    Dollars ($10,000,000) or, its equivalent in any other
                    currency and is not satisfied or stayed (with a view to
                    being contested in good faith) within fourteen days of levy;
                    or

            12.2.5  INSOLVENCY EVENTS  if any of the Security Parties or any of
                    the Principal Subsidiaries:-

                    (a)   resolves to appoint, or applies for, or consents to
                          the appointment of, a receiver, administrative
                          receiver, trustee, administrator or liquidator of
                          itself or of all or part of its assets other than for
                          the


                                       57
<PAGE>

                          purposes of a merger or amalgamation pursuant to
                          Clause 11.1.2; or

                    (b)   is unable or admits its inability to pay its debts as
                          they fall due; or

                    (c)   makes a general assignment for the benefit of
                          creditors; or

                    (d)   ceases trading or threatens to cease trading; or

                    (e)   has appointed an Inspector under the Companies Act
                          1985 or any statutory provision which the Agent in its
                          discretion considers analogous thereto; or

            12.2.6  INSOLVENCY PROCEEDINGS if any proceedings are commenced or
                    threatened, or any order or judgment is given by any court,
                    for the bankruptcy, liquidation, winding up, administration
                    or re-organisation of any of the Security Parties or any of
                    the Principal Subsidiaries or for the appointment of a
                    receiver, administrative receiver, administrator, liquidator
                    or trustee of any of the Security Parties or any of the
                    Principal Subsidiaries or of all or part of the assets of
                    any of the Security Parties or any of the Principal
                    Subsidiaries, or if any person appoints or purports to
                    appoint such receiver, administrative receiver,
                    administrator, liquidator or trustee which proceeding is not
                    discharged within thirty (30) days of its commencement; or

            12.2.7  IMPOSSIBILITY OR ILLEGALITY unless covered by Clause 15.7,
                    if any event occurs which would, or would with the passage
                    of time, render performance of any of the Security Documents
                    impossible, unlawful or unenforceable by the Banks or the
                    Agent; or

            12.2.8  CONDITIONS SUBSEQUENT if any of the conditions set out in
                    Clause 3.2 is not satisfied within the time reasonably
                    required by the Agent except where such condition has not
                    been satisfied due to an act or omission on the part of a
                    Finance Party; or


                                       58
<PAGE>

            12.2.9  REVOCATION OR MODIFICATION OF CONSENTS ETC. if any consent,
                    licence, approval or authorisation which is now or which at
                    any time during the Facility Period becomes necessary to
                    enable any of the Security Parties to comply with any of
                    their obligations in or pursuant to any of the Security
                    Documents is revoked, withdrawn or withheld, or modified in
                    a manner which the Agent reasonably considers is, or may be,
                    prejudicial to the interests of the Banks in a material
                    manner, or any material consent, licence, approval or
                    authorisation ceases to remain in full force and effect; or

            12.2.10 CURTAILMENT OF BUSINESS if the business of any of the
                    Security Parties is wholly or partially curtailed by any
                    intervention by or under authority of any government, or if
                    all or a substantial part of the undertaking, property or
                    assets of any of the Security Parties is seized,
                    nationalised, expropriated or compulsorily acquired by or
                    under authority of any government or any Security Party
                    disposes or threatens to dispose of a substantial part of
                    its business or assets; or

            12.2.11 ACCELERATION OF OTHER INDEBTEDNESS if any other indebtedness
                    or obligation for borrowed money of any of the Security
                    Parties or any Principal Subsidiary becomes due or capable
                    of being declared due prior to its stated maturity by reason
                    of default on the part of that Security Party or Principal
                    Subsidiary (as the case may be), or is not repaid or
                    satisfied at maturity save for amounts of less than two
                    million five hundred thousand Dollars ($2,500,000), or its
                    equivalent in any other currency, and claims contested in
                    good faith; or

            12.2.12 REDUCTION OF CAPITAL if any of the Security Parties except
                    SCS reduces its authorised or issued or subscribed capital
                    except reductions effected in compliance with Clause 11.1.2;
                    or


                                       59
<PAGE>

            12.2.13 NOTICE OF TERMINATION if either Guarantor or any Shipowning
                    Guarantor gives notice to the Agent to determine its
                    obligations under the Guarantee or the Shipowner's
                    Guarantee, as appropriate; or

            12.2.14 CLAIM AGAINST EITHER GUARANTOR'S ASSETS except for Permitted
                    Liens, if a maritime or other lien, arrest distress or
                    similar charge is levied upon or against any Vessel or any
                    substantial part of the assets of either Guarantor (on a
                    consolidated basis) and such is not discharged within
                    fourteen (14) Business Days after any Security Party or
                    Principal Subsidiary (as the case may be) has become aware
                    of the same; or

            12.2.15 GUARANTORS BUSINESS if all or a substantial part of either
                    Guarantor's business is destroyed, abandoned, seized,
                    appropriated or forfeited for any reason; or

            12.2.16 OWNERSHIP if the Borrower ceases to be 100% directly owned
                    by Stolt Comex Seaway A/S and/or indirectly owned by SCS; or

            12.2.17 FINAL JUDGEMENTS if any of the Security Parties fails to
                    comply with any non appealable court order or fails to pay a
                    final unappealable judgement against it in excess of ten
                    million Dollars ($10,000,000); or

            12.2.18 CHANGE OF CONTROL if there is any change of control in SNSA;
                    for this purpose there will be deemed to be a change of
                    control if members of the Stolt-Nielsen family shall cease,
                    for any reason whatsoever, to own and/or control directly or
                    indirectly at least thirty per cent (30%) of the issued
                    voting shares of SNSA, or if any other shareholder or group
                    of shareholders acting in concert outside the Stolt-Nielsen
                    family at any time owns or controls, directly or indirectly
                    more of the issued voting shares of SNSA than are owned or
                    controlled by members of the Stolt-Nielsen family; or


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<PAGE>

            12.2.19 LOSS OF MORTGAGED VESSEL if any Mortgaged Vessel is
                    destroyed, abandoned, confiscated, forfeited, condemned as
                    prize or becomes a Total Loss, except that a Total Loss
                    shall not be an Event of Default if:-

                    (a)   such Mortgaged Vessel is insured in accordance with
                          the Security Documents; and

                    (b)   no insurer has refused to meet or has disputed the
                          claim for Total Loss and it is not apparent to the
                          Agent in its discretion that any such refusal or
                          dispute is likely to occur; and

                    (c)   payment of all insurance proceeds in respect of the
                          Total Loss is made in full to the Agent on behalf of
                          the Banks for application in accordance with Clause
                          13.4.2; or

            12.2.20 CHALLENGE TO REGISTRATION if the registration of any
                    Mortgaged Vessel or any mortgage thereon in favour of the
                    Agent becomes void or voidable or liable to cancellation or
                    termination; or

            12.2.21 WAR  if the country of registration of any Mortgaged Vessel
                    becomes involved in war (whether or not declared) or civil
                    war or is occupied by any other power and the Agent
                    reasonably considers that, as a result, the security
                    conferred by the Security Documents is materially
                    prejudiced.

13    SET-OFF AND LIEN

      13.1  SET-OFF  Each of the Borrower and the Guarantors irrevocably
            authorises the Finance Parties at any time after all or any part of
            the Indebtedness shall have become due and payable to set off
            without notice any liability of the Borrower or the Guarantors (as
            the case may be) to any of the Finance Parties (whether present or
            future, actual or contingent, and irrespective of the branch or
            office, currency or place of payment) against any credit balance
            from time to time standing on any account of the Borrower or the
            Guarantors (as the case may be) (whether current or otherwise and
            whether or not subject to notice) with any branch of any of the
            Finance Parties in or towards satisfaction of the Indebtedness and,
            in the name of


                                       61
<PAGE>

            that Finance Party, the Borrower or the Guarantors (as the case may
            be), to do all acts (including, without limitation, converting or
            exchanging any currency) and execute all documents which may be
            required to effect such application.

      13.2  LIEN If an Event of Default has occurred and is continuing, each
            Finance Party shall have a lien on and be entitled to retain and
            realise as additional security for the repayment of the Indebtedness
            any cheques, drafts, bills, notes or negotiable or non-negotiable
            instruments and any stocks, shares or marketable or other securities
            and property of any kind of the Borrower or the Guarantors (or of
            that Finance Party as agent or nominee of the Borrower or the
            Guarantors) from time to time held by that Finance Party, whether
            for safe custody or otherwise.

      13.3  RESTRICTIONS ON WITHDRAWAL Despite any term to the contrary in
            relation to any deposit or credit balance at any time on any account
            of the Borrower or the Guarantors (as the case may be) with any of
            the Finance Parties, no such deposit or balance shall be repayable
            or capable of being assigned, mortgaged, charged or otherwise
            disposed of or dealt with by the Borrower or the Guarantors (as the
            case may be) after an Event of Default has occurred and while such
            Event of Default is continuing, but any Finance Party may from time
            to time permit the withdrawal of all or any part of any such deposit
            or balance without affecting the continued application of this
            Clause.

      13.4  APPLICATION Whilst an Event of Default is continuing, each of the
            Borrower and the Guarantors irrevocably authorises the Agent to
            apply all sums which the Agent may receive:-

            13.4.1  pursuant to a sale or other disposition of a Mortgaged Asset
                    or any right, title or interest in a Mortgaged Asset; or

            13.4.2  by way of payment to the Agent of any sum in respect of the
                    Insurances, Earnings or Requisition Compensation of a
                    Mortgaged Vessel; or

            13.4.3  otherwise  arising  under or in  connection  with any of
                    the Security Documents,


                                       62
<PAGE>

            in or towards satisfaction, or by way of retention on account, of
            the Indebtedness, in such manner as the Agent may in its discretion
            determine.

14    ASSIGNMENT, SUB-PARTICIPATION AND REFINANCING

      14.1  RIGHT TO ASSIGN Each of the Banks may assign or transfer all or any
            of its rights under or pursuant to the Security Documents to any
            other branch of that Bank or to any other bank or financial
            institution, and may grant sub-participations in all or any part of
            its Commitment provided that the Borrower and the Agent consent to
            such assignment or transfer (such consent not to be unreasonably
            withheld or delayed) and such assignment or transfer does not result
            in the Borrower being subject to any additional Tax or other
            financial or legal obligations other than those contemplated by the
            terms of this Agreement.

      14.2  BORROWER'S CO-OPERATION Each of the Borrower and the Guarantors will
            co-operate fully with the Banks in connection with any assignment,
            transfer or sub-participation pursuant to Clause 14.1; will execute
            and procure the execution of such documents as the Banks may require
            in connection therewith; and irrevocably authorises each of the
            Finance Parties to disclose to any proposed assignee, transferee or
            sub-participant (whether before or after any assignment, transfer or
            sub-participation and whether or not any assignment, transfer or
            sub-participation shall take place) all information relating to the
            Security Parties, the Facility or the Security Documents which the
            each such Finance Party may in its discretion consider necessary or
            desirable.

      14.3  RIGHTS OF ASSIGNEE Any assignee, transferee or sub-participant of a
            Bank shall (unless limited by the express terms of the assignment,
            transfer or sub-participation) take the full benefit of every
            provision of the Security Documents benefiting that Bank.

      14.4  TRANSFER CERTIFICATES If any Bank wishes to transfer all or any of
            its Commitment as contemplated in Clause 14.1 then such transfer may
            be effected by the delivery to the Agent of a duly completed and
            duly executed Transfer Certificate in which event, on the later of
            the Transfer Date specified in such


                                       63
<PAGE>

            Transfer Certificate and the fifth Business Day after the date of
            delivery of such Transfer Certificate to the Agent:

            14.4.1  to the extent that in such Transfer Certificate the Bank
                    which is a party thereto seeks to transfer its Commitment,
                    the Borrower and such Bank shall be released from further
                    obligations towards each other under this Agreement and
                    their respective rights against each other shall be
                    cancelled (such rights, benefits and obligations being
                    referred to in this Clause 14.4 as "DISCHARGED RIGHTS AND
                    OBLIGATIONS");

            14.4.2  the Borrower and the Transferee which is a party thereto
                    shall assume obligations towards one another and/or acquire
                    rights against one another which differ from such discharged
                    rights and obligations only insofar as the Borrower and such
                    Transferee have assumed and/or acquired the same in place of
                    the Borrower and such Bank; and

            14.4.3  the Agent, the Arranger, the Transferee and the other Banks
                    shall acquire the same rights and benefits and assume the
                    same obligations between themselves as they would have
                    acquired and assumed had such Transferee been an original
                    party to this Agreement as a Bank with the rights, benefits
                    and/or obligations acquired or assumed by it as a result of
                    such transfer.

      14.5  POWER OF ATTORNEY In order to give effect to each Transfer
            Certificate the Finance Parties and the Borrower each hereby
            irrevocably and unconditionally appoint the Agent as its true and
            lawful attorney with full power to execute on their respective
            behalves each Transfer Certificate delivered to the Agent pursuant
            to Clause 14.4 without the Agent being under any obligation to take
            any further instructions from or give any prior notice to, any of
            the Finance Parties or, subject to the Borrower's rights under
            Clause 14.1, the Borrower before doing so and the Agent shall so
            execute each such Transfer Certificate on behalf of the other
            Finance Parties and the Borrower immediately on its receipt of the
            same pursuant to Clause 14.4.


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<PAGE>

      14.6  NOTIFICATION The Agent shall promptly notify the other Finance
            Parties, the Transferee and the Borrower on the execution by it of
            any Transfer Certificate together with details of the amount
            transferred, the Transfer Date and the parties to such transfer.

15    PAYMENTS, MANDATORY PREPAYMENT, RESERVE REQUIREMENTS AND ILLEGALITY

      15.1  PAYMENTS All amounts payable by the Borrower and the Guarantors
            under or pursuant to any of the Security Documents shall be paid to
            such accounts at such banks as the Agent may from time to time
            direct to the Borrower or the Guarantors (as the case may be), and
            shall be paid in Dollars in same day funds (or such funds as are
            required by the authorities in the United States of America for
            settlement of international payments for immediate value). Payments
            shall be deemed to have been received by the Agent on the date on
            which the Agent receives authenticated advice of receipt, unless
            that advice is received by the Agent on a day other than a Business
            Day or at a time of day (whether on a Business Day or not) when the
            Agent in its discretion considers that it is impossible or
            impracticable for the Agent to utilise the amount received for value
            that same day, in which event the payment in question shall be
            deemed to have been received by the Agent on the Business Day next
            following the date of receipt of advice by the Agent.

      15.2  NO DEDUCTIONS OR WITHHOLDINGS All payments (whether of principal or
            interest or otherwise) to be made by the Borrower and/or the
            Guarantors pursuant to the Security Documents shall, subject only to
            Clause 15.3, be made free and clear of and without deduction for or
            on account of any Taxes or other deductions, withholdings,
            restrictions, conditions or counterclaims of any nature, and neither
            the Borrower nor the Guarantors will claim any equity in respect of
            any payment due from it to the Banks or to the Agent under or in
            relation to any of the Security Documents.

      15.3  GROSSING-UP If at any time any law requires (or is interpreted to
            require) the Borrower or the Guarantors to make any deduction or
            withholding from any payment, or to change the rate or manner in
            which any required deduction or withholding is made, the Borrower or
            the Guarantors (as the case may be) will


                                       65
<PAGE>

            promptly notify the Agent and, simultaneously with making that
            payment, will pay to the Agent whatever additional amount (after
            taking into account any additional Taxes on, or deductions or
            withholdings from, or restrictions or conditions on, that additional
            amount) is necessary to ensure that, after making the deduction or
            withholding, the Agent and the Banks receive a net sum equal to the
            sum which they would have received had no deduction or withholding
            been made.

      15.4  EVIDENCE OF DEDUCTIONS If at any time either the Borrower or the
            Guarantors is required by law to make any deduction or withholding
            from any payment to be made by it pursuant to any of the Security
            Documents, the Borrower or the Guarantors (as the case may be) will
            pay the amount required to be deducted or withheld to the relevant
            authority within the time allowed under the applicable law and will,
            no later than thirty days after making that payment, deliver to the
            Agent an original receipt issued by the relevant authority, or other
            evidence acceptable to the Agent, evidencing the payment to that
            authority of all amounts required to be deducted or withheld. If the
            Borrower makes any deduction or withholding from any payment under
            or pursuant to any of the Security Documents, and the Agent
            subsequently receives a refund or allowance from any tax authority
            which the Agent identifies as being referable to that deduction or
            withholding, the Agent shall, as soon as reasonably practicable, pay
            to the Borrower an amount equal to the amount of the refund or
            allowance received, if and to the extent that it may do so without
            prejudicing its right to retain that refund or allowance and without
            putting itself in any worse financial position than that in which it
            would have been had the deduction or withholding not been required
            to have been made. Nothing in this Clause shall be interpreted as
            imposing any obligation on the Agent unless requested by the
            Borrower to apply for any refund or allowance nor as restricting in
            any way the manner in which the Agent organises its tax affairs, nor
            as imposing on the Agent any obligation to disclose to the Borrower
            any information regarding its tax affairs or tax computations. All
            costs and expenses incurred by the Agent in obtaining or seeking to
            obtain a refund or allowance from any tax authority pursuant to this
            Clause shall for the Borrower's account.


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<PAGE>

      15.5  ADJUSTMENT OF DUE DATES If any payment to be made under any of the
            Security Documents, other than a payment of interest on the
            Facility, shall be due on a day which is not a Business Day, that
            payment shall be made on the next succeeding Business Day (unless
            the next succeeding Business Day falls in the next calendar month in
            which event the payment shall be made on the next preceding Business
            Day). Any such variation of time shall be taken into account in
            computing any interest in respect of that payment.

      15.6  CHANGE IN LAW If, by reason of the introduction of any law, or any
            change in any law, or the interpretation or administration of any
            law, or in compliance with any request or requirement from any
            central bank or any fiscal, monetary or other authority:-

            15.6.1  any Finance Party (or the holding company of any Finance
                    Party) shall be subject to any Tax with respect to payments
                    of all or any part of the Indebtedness; or

            15.6.2  the basis of Taxation of payments to any Finance Party in
                    respect of all or any part of the Indebtedness shall be
                    changed; or

            15.6.3  any reserve requirements shall be imposed, modified or
                    deemed applicable against assets held by or deposits in or
                    for the account of or loans by any branch of any Finance
                    Party; or

            15.6.4  any ratio (whether cash, capital adequacy, liquidity or
                    otherwise) which any Finance Party is required or requested
                    to maintain shall be affected; or

            15.6.5  there is imposed on any Finance Party (or on the holding
                    company of any Finance Party) any other condition in
                    relation to the Indebtedness or the Security Documents;

            and the result of any of the above shall be to increase the cost to
            any Bank (or to the holding company of any Bank) of that Bank making
            or maintaining its


                                       67
<PAGE>

            Commitment, or to cause any Finance Party to suffer (in its opinion)
            a material reduction in the rate of return on its overall capital
            below the level which it reasonably anticipated at the date of this
            Agreement and which it would have been able to achieve but for its
            entering into this Agreement and/or performing its obligations under
            this Agreement the Finance Party affected shall notify the Agent
            and, on demand to the Borrower by the Agent, the Borrower shall from
            time to time pay to the Agent for the account of the Finance Party
            affected the amount which shall compensate that Finance Party or the
            Agent (or the relevant holding company) for such additional cost or
            reduced return. A certificate signed by an authorised signatory of
            the Agent or of the Finance Party affected setting out the amount of
            that payment and the basis of its calculation shall be submitted to
            the Borrower and shall be conclusive evidence of such amount save
            for manifest error or on any question of law.

      15.7  ILLEGALITY AND IMPRACTICALITY Notwithstanding anything contained in
            the Security Documents, the obligations of a Bank to advance or
            maintain the Facility shall terminate in the event that a change in
            any law or in the interpretation of any law by any authority charged
            with its administration shall make it unlawful for that Bank to
            advance or maintain its Commitment. In such event the Bank affected
            shall notify the Agent and the Agent shall, by written notice to the
            Borrower, declare the Banks' obligations to be immediately
            terminated. If all or any part of the Facility shall have been
            advanced by the Banks to the Borrower, the Indebtedness (including
            all accrued interest) shall be prepaid within thirty days from the
            date of such notice. Clause 5.3 shall apply to that prepayment if it
            is made on a day other than the last day of an Interest Period.
            During that period, the affected Bank shall negotiate in good faith
            with the Borrower to find an alternative method or lending base in
            order to maintain the Facility.

      15.8  CHANGES IN MARKET CIRCUMSTANCES If at any time a Bank determines
            (which determination shall be final and conclusive and binding on
            the Borrower) that, by reason of changes affecting the London
            Interbank market, adequate and fair means do not exist for
            ascertaining the rate of interest on the Facility or any part
            thereof pursuant to this Agreement:-


                                       68
<PAGE>

            15.8.1  that Bank shall give notice to the Agent and the Agent shall
                    give notice to the Borrower of the occurrence of such event;
                    and

            15.8.2  the Agent shall as soon as reasonably practicable certify to
                    the Borrower in writing the effective cost to that Bank of
                    maintaining its Commitment for such further period as shall
                    be selected by that Bank and the rate of interest payable by
                    the Borrower for that period; or, if that is not acceptable
                    to the Borrower,

            15.8.3  the Agent in accordance with instructions from that Bank and
                    subject to that Bank's approval of any agreement between the
                    Agent and the Borrower, will negotiate with the Borrower in
                    good faith with a view to modifying this Agreement to
                    provide a substitute basis for that Bank's Commitment which
                    is financially a substantial equivalent to the basis
                    provided for in this Agreement.

            If, within thirty days of the giving of the notice referred to in
            Clause 15.8.1, the Borrower and the Agent fail to agree in writing
            on a substitute basis for such Bank's Commitment the Borrower will
            immediately prepay the amount of such Bank's Commitment and the
            Maximum Facility Amount will automatically decrease by the amount of
            such Commitment and such decrease shall not be reversed. Clause 5.3
            shall apply to that prepayment if it is made on a day other than the
            last day of an Interest Period.

16    COMMUNICATIONS

      16.1  METHOD Except for Communications pursuant to Clause 10, which shall
            be made or given in accordance with Clause 10.20, any Communication
            may be given, delivered, made or served (as the case may be) under
            or in relation to this Agreement by letter or fax and shall be in
            the English language and sent addressed:-

            16.1.1  in the case of any of the  Finance  Parties to the Agent
                    at its  address at the head of this  Agreement  (fax no:
                    +(212)  681-3900)  marked for the attention of: Shipping
                    Department; and


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<PAGE>

            16.1.2  in the case of the  Borrower  and/or the  Guarantors  to
                    the Communications Address;

            or to such other address or fax number as the Finance Parties, the
            Borrower or the Guarantors may designate for themselves by written
            notice to the others.

      16.2  TIMING  A Communication shall be deemed to have been duly given,
            delivered, made or served to or on, and received by a party to this
            Agreement:-

            16.2.1  in the case of a fax when the sender receives one or more
                    transmission reports showing the whole of the Communication
                    to have been transmitted to the correct fax number;

            16.2.2  if delivered to an officer of the relevant party or (in the
                    case of the Borrower and/or the Guarantors) left at the
                    Communications Address at the time of delivery or leaving;
                    or

            16.2.3  if posted, at 9.00 a.m. on the third Business Day after
                    posting by prepaid first class post.

            Any Communication by fax shall be promptly confirmed in writing by
            post or hand delivery.

17    GENERAL INDEMNITIES

      17.1  CURRENCY In the event of any Finance Party receiving or recovering
            any amount payable under any of the Security Documents in a currency
            other than the Currency of Account, and if the amount received or
            recovered is insufficient when converted into the Currency of
            Account at the date of receipt to satisfy in full the amount due,
            the Borrower and/or the Guarantors (as the case may be) shall, on
            the Agent's written demand, pay to the Agent such further amount in
            the Currency of Account as is sufficient to satisfy in full the
            amount due and that further amount shall be due to the Agent on
            behalf of the Finance Parties as a separate debt under this
            Agreement.


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<PAGE>

      17.2  COSTS AND EXPENSES  Each of the Borrower and the Guarantors will,
            within fourteen days of the Agent's written demand, reimburse the
            Agent (on behalf of each of the Finance Parties) for all reasonable
            out of pocket expenses including internal and external legal costs
            (including Value Added Tax or any similar or replacement tax if
            applicable) of and incidental to:-

            17.2.1  the negotiation, syndication, preparation, execution and
                    registration of the Security Documents (whether or not any
                    of the Security Documents are actually executed or
                    registered and whether or not all or any part of the
                    Facility is advanced);

            17.2.2  any  amendments,  addenda or  supplements  to any of the
                    Security Documents (whether or not completed);

            17.2.3  any other documents which may at any time be required by any
                    Finance Party to give effect to any of the Security
                    Documents or which any Finance Party is entitled to call for
                    or obtain pursuant to any of the Security Documents; and

            17.2.4  the exercise of the rights, powers, discretions and remedies
                    of the Finance Parties under or pursuant to the Security
                    Documents.

      17.3  EVENTS OF DEFAULT Each of the Borrower and the Guarantors shall
            indemnify the Finance Parties from time to time on demand against
            all losses and costs incurred or sustained by any Finance Party as a
            consequence of any Event of Default, including (without limitation)
            any Break Costs.

      17.4  FUNDING COSTS Each of the Borrower and the Guarantors shall
            indemnify the Finance Parties from time to time on demand against
            all losses and costs incurred or sustained by any Finance Party if,
            for any reason due to a default or other action by the Borrower, any
            Drawing is not advanced to the Borrower after the relevant Drawdown
            Notice has been given to the Agent, or is advanced on a date


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<PAGE>

            other than that requested in the Drawdown Notice, including (without
            limitation) any Break Costs.

      17.5  PROTECTION AND ENFORCEMENT Each of the Borrower and the Guarantors
            shall indemnify the Finance Parties from time to time on demand
            against all losses, costs and liabilities which any Finance Party
            may from time to time sustain, incur or become liable for in or
            about the protection, maintenance or enforcement of the rights
            conferred on the Finance Parties by the Security Documents or in or
            about the exercise or purported exercise by the Finance Parties of
            any of the rights, powers, discretions or remedies vested in them
            under or arising out of the Security Documents, including (without
            limitation) any losses, costs and liabilities which any Finance
            Party may from time to time sustain, incur or become liable for by
            reason of any Finance Party being a lender to the Borrower.

      17.6  LIABILITIES OF FINANCE PARTIES  Each of the Borrower and the
            Guarantors will from time to time reimburse the Finance Parties on
            demand for all sums which any Finance Party may pay on account of
            any of the Security Parties (whether alone or jointly or jointly and
            severally with any other person).

      17.7  TAXES Each of the Borrower and the Guarantors shall pay all Taxes to
            which all or any part of the Indebtedness or any of the Security
            Documents may be at any time subject and shall indemnify the Finance
            Parties on demand against all liabilities, costs, claims and
            expenses resulting from any omission to pay or delay in paying any
            such Taxes.

18    MISCELLANEOUS

      18.1  WAIVERS  No failure or delay on the part of the any Finance Party in
            exercising any right, power, discretion or remedy under or pursuant
            to any of the Security Documents, nor any actual or alleged course
            of dealing between any Finance Party and any of the Security
            Parties, shall operate as a waiver of, or acquiescence in, any
            default on the part of any Security Party, unless expressly agreed
            to do so in writing by the Agent, nor shall any single or partial
            exercise by any Finance Party of any right, power, discretion or
            remedy preclude any other or further


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<PAGE>

            exercise of that right, power, discretion or remedy, or the exercise
            by a Finance Party of any other right, power, discretion or remedy.

      18.2  NO ORAL VARIATIONS No variation or amendment of any of the Security
            Documents shall be valid unless in writing and signed on behalf of
            the Finance Parties and the relevant Security Party.

      18.3  SEVERABILITY If at any time any provision of any of the Security
            Documents is invalid, illegal or unenforceable in any respect that
            provision shall be severed from the remainder and the validity,
            legality and enforceability of the remaining provisions shall not be
            affected or impaired in any way.

      18.4  SUCCESSORS ETC. The Security Documents shall be binding on the
            Security Parties and on their successors and permitted transferees
            and assignees, and shall inure to the benefit of the Finance Parties
            and their respective successors, transferees and assignees. Neither
            the Borrower nor the Guarantors may assign or transfer any of its
            rights under or pursuant to any of the Security Documents without
            the prior written consent of the Agent.

      18.5  FURTHER ASSURANCE If any provision of the Security Documents shall
            be invalid or unenforceable in whole or in part by reason of any
            present or future law or any decision of any court, or if the
            documents at any time held by the Finance Parties on their behalf
            are considered by the Banks for any reason insufficient to carry out
            the terms of this Agreement, then from time to time the Borrower
            and/or the Guarantors (as the case may be) will promptly, on demand
            by the Agent, execute or procure the execution of such further
            documents as in the reasonable opinion of the Banks are necessary to
            provide adequate security for the repayment of the Indebtedness.

      18.6  OTHER ARRANGEMENTS The Finance Parties may, without prejudice to
            their rights under or pursuant to the Security Documents, at any
            time and from time to time, on such terms and conditions as they may
            in their discretion determine, and without notice to either the
            Borrower or the Guarantors, grant time or other indulgence to, or
            compound with, any other person liable (actually or


                                       73
<PAGE>

            contingently) to the Finance Parties or any of them in respect of
            all or any part of the Indebtedness, and may release or renew
            negotiable instruments and take and release securities and hold
            funds on realisation or suspense account without affecting the
            liabilities of the Borrower and/or the Guarantors (as the case may
            be) or the rights of the Finance Parties under or pursuant to the
            Security Documents.

      18.7  DELEGATION The Finance Parties may at any time and from time to time
            delegate to any person any of their rights, powers, discretions and
            remedies pursuant to the Security Documents, other than rights
            relating to actions to be taken by an Instructing Group or the Banks
            as a group on such terms as they may consider appropriate (including
            the power to sub-delegate).

      18.8  RIGHTS ETC. CUMULATIVE Every right, power, discretion and remedy
            conferred on the Finance Parties under or pursuant to the Security
            Documents shall be cumulative and in addition to every other right,
            power, discretion or remedy to which they may at any time be
            entitled by law or in equity. The Finance Parties may exercise each
            of their rights, powers, discretions and remedies as often and in
            such order as they deem appropriate subject to obtaining the prior
            written consent of an Instructing Group. The exercise or the
            beginning of the exercise of any right, power, discretion or remedy
            shall not be interpreted as a waiver of the right to exercise any
            other right, power, discretion or remedy either simultaneously or
            subsequently.

      18.9  NO ENQUIRY The Finance Parties shall not be concerned to enquire
            into the powers of the Security Parties or of any person purporting
            to act on behalf of any of the Security Parties, even if any of the
            Security Parties or any such person shall have acted in excess of
            their powers or if their actions shall have been irregular,
            defective or informal, whether or not any Finance Parties had notice
            thereof.

      18.10 CONTINUING SECURITY The security constituted by the Security
            Documents shall be continuing and shall not be satisfied by any
            intermediate payment or satisfaction until the Indebtedness shall
            have been repaid in full and none of the


                                       74
<PAGE>

            Finance Parties shall be under any further actual or contingent
            liability to any third party in relation to any matter referred to
            in the Security Documents.

      18.11 SECURITY CUMULATIVE The security constituted by the Security
            Documents shall be in addition to any other security now or in the
            future held by the Finance Parties or any of them for or in respect
            of all or any part of the Indebtedness, and shall not merge with or
            prejudice or be prejudiced by any such security or any other
            contractual or legal rights of any of the Finance Parties, nor
            affected by any irregularity, defect or informality, or by any
            release, exchange or variation of any such security. Section 93 of
            the Law of Property Act 1925 and all provisions which the Agent
            considers analogous thereto under the law of any other relevant
            jurisdiction shall not apply to the security constituted by the
            Security Documents.

      18.12 RE-INSTATEMENT  If any Finance Party takes any steps to exercise any
            of its rights, powers, remedies or discretions pursuant to the
            Security Documents and the result shall be adverse to the Finance
            Parties, the Borrower, the Guarantors and the Finance Parties shall
            be restored to their former positions as if no such steps had been
            taken.

      18.13 NO LIABILITY  None of the Finance Parties, nor any agent or employee
            of any Finance Party, nor any receiver and/or manager appointed by
            the Agent, shall be liable for any losses which may be incurred in
            or about the exercise of any of the rights, powers, discretions or
            remedies of the Finance Parties under or pursuant to the Security
            Documents nor liable as mortgagee in possession for any loss on
            realisation or for any neglect or default of any nature for which a
            mortgagee in possession might otherwise be liable unless such
            Finance Party's action constitutes gross negligence or wilful
            misconduct.

      18.14 RESCISSION OF PAYMENTS ETC. Any discharge, release or reassignment
            by any of the Finance Parties of any of the security constituted by,
            or any of the obligations of any Security Party contained in, any of
            the Security Documents shall be (and be deemed always to have been)
            void if any act (including, without limitation, any payment) as a
            result of which such discharge, release or reassignment was given or
            made is subsequently wholly or partially rescinded or avoided by


                                       75
<PAGE>

            operation of any law, unless such Finance Party's action constitutes
            gross negligence or wilful misconduct.

      18.15 RELEASES If any Finance Party shall at any time in its discretion
            release any party from all or any part of any of the Security
            Documents or from any term, covenant, clause, condition or
            obligation contained in any of the Security Documents, the liability
            of any other party to the Security Documents shall not be varied or
            diminished.

      18.16 CERTIFICATES Any certificate or statement signed by an authorised
            signatory of the Agent purporting to show the amount of the
            Indebtedness (or any part of the Indebtedness) or any other amount
            referred to in any of the Security Documents shall, save for
            manifest error or on any question of law, be conclusive evidence as
            against the Borrower or the Guarantors (as the case may be) of that
            amount.

      18.17 SURVIVAL OF REPRESENTATIONS AND WARRANTIES The representations and
            warranties on the part of each of the Borrower and the Guarantors
            contained in this Agreement shall survive the execution of this
            Agreement and the advance of the facility or any part thereof.

      18.18 COUNTERPARTS This Agreement may be executed in any number of
            counterparts each of which shall be original but which shall
            together constitute the same

19    LAW AND JURISDICTION

      19.1  GOVERNING LAW This Agreement shall in all respects be governed by
            and interpreted in accordance with English law.

      19.2  JURISDICTION For the exclusive benefit of the Finance Parties, the
            parties to this Agreement irrevocably agree that the courts of
            England are to have jurisdiction to settle any disputes which may
            arise out of or in connection with this Agreement and that any
            Proceedings may be brought in those courts. Each of the Borrower and
            the Guarantors irrevocably waives any objection which it may now or
            in the future have to the laying of the venue of any Proceedings in
            any court referred to


                                       76
<PAGE>

            in this Clause, and any claim that those Proceedings have been
            brought in an inconvenient or inappropriate forum.

      19.3  ALTERNATIVE JURISDICTIONS Nothing contained in this Clause shall
            limit the right of the Finance Parties to commence any Proceedings
            against either the Borrower or the Guarantors in any other court of
            competent jurisdiction nor shall the commencement of any Proceedings
            against either the Borrower or the Guarantors in one or more
            jurisdictions preclude the commencement of any Proceedings in any
            other jurisdiction, whether concurrently or not.

      19.4  SERVICE OF PROCESS Without prejudice to the right of the Finance
            Parties to use any other method of service permitted by law, each of
            the Borrower and the Guarantors irrevocably agrees that any writ,
            notice, judgment or other legal process shall be sufficiently served
            on it if addressed to it and left at or sent by post to the Address
            for Service, and in that event shall be conclusively deemed to have
            been served at the time of leaving or, if posted, at 9.00 a.m. on
            the third Business Day after posting by prepaid first class
            registered post.

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




                                       77
<PAGE>
                                   SCHEDULE 1

             THE BANKS, THE COMMITMENTS AND THE PROPORTIONATE SHARES

THE BANKS                       THE COMMITMENTS      THE PROPORTIONATE SHARES

Den norske Bank ASA             $150,000,000         100%
200 Park Avenue
New York
New York 10166-0396
Fax no: +(212) 681-3900
Attention: Barbara Gronquist



                                       78
<PAGE>

                                   SCHEDULE 2

                   THE SHIPOWNING GUARANTORS AND MAJOR ASSETS

<TABLE>
<CAPTION>

NAME OF                             COUNTRY OF                 REGISTERED                     MAJOR ASSETS
SHIPOWNING GUARANTOR                INCORPORATION              OFFICE

<S>                                 <C>                        <C>                            <C>
Hybris Inc                          Panama                                                    "LB200"

ETPM Deepsea Limited                United Kingdom             43/44 Great Windmill Street    "NORLIFT" and
                                                               London W1V 7PA                 "NORTHERN EXPLORER"
</TABLE>




                                       79
<PAGE>

                                   SCHEDULE 3

                             COMPLIANCE CERTIFICATE

                                     PART A
                 STOLT COMEX SEAWAY S.A. COMPLIANCE CERTIFICATE

                    STOLT COMEX SEAWAY S.A. AND SUBSIDIARIES
                         FINANCIAL COVENANT CALCULATIONS
                 AS OF AND FOR THE PERIOD ENDED [               ]
                            FIGURES IN USD THOUSANDS


11.3.1(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
            50% of consolidated net income on fiscal periods after 11/99
            Minimum Consolidated Tangible Net Worth

11.3.1(b)   CONSOLIDATED DEBT TO CONSOLIDATED TANGIBLE NET WORTH

            Consolidated Debt to Consolidated Tangible Net Worth
            Maximum consolidated debt: Tangible Net Worth at Feb 28,
            May 31 and Nov 30                                            1:1
            Maximum consolidated debt: Tangible Net Worth at Aug 31      1.25:1

            CONSOLIDATED DEBT                               Q3 99

            Notes payable
            Current maturity of long-term debt & capital leases
            Long-term debt
            Long-term capital lease obligations
            Guarantees of non-consolidated entity debt and capital lease
            Subordinated debt
            Less: restricted cash
            CONSOLIDATED DEBT

11.3.1(c)   CONSOLIDATED DEBT/EBITDA
<TABLE>
<S>                                      <C>       <C>       <C>       <C>      <C>

            EBITDA                        Q4 98    Q1 99     Q2 99     Q3 99    Rolling 4 quarters
            Net Income
            Interest
            Tax
            Depreciation & amortization       -        -         -         -        -
            EBITDA

            CONSOLIDATED DEBT: EBITDA
            Maximum Consolidated Debt: EBITDA                                      3.50
</TABLE>


                                       80
<PAGE>


I hereby certify that to the best of my knowledge, no Event of Default exists
and all Representations and Warranties of the Borrower and the Guarantors set
forth in the US$150,000,000 Revolving Loan Facility Agreement between Stolt
Comex Seaway B.V., Stolt Comex Seaway S.A., Stolt-Nielsen S.A. and Den norske
Bank ASA dated February           2000 are true and correct.

STOLT COMEX SEAWAY B.V.


By:      .............................................


Title:   .............................................


Date:    .............................................




                                       81
<PAGE>

                                     PART B
                    STOLT-NIELSEN S.A. COMPLIANCE CERTIFICATE

                       STOLT-NIELSEN S.A. AND SUBSIDIARIES
                         FINANCIAL COVENANT CALCULATIONS
                 AS OF AND FOR THE PERIOD ENDED [              ]
                            FIGURES IN USD THOUSANDS



11.4.1(a)   MINIMUM 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


11.4.1(b)   CONSOLIDATED DEBT TO CONSOLIDATED TANGIBLE NET WORTH

            CONSOLIDATED DEBT                                        Q3 99
            Notes payable
            Current maturity of long-term debt & capital leases
            Long-term debt
            Long-term capital lease obligations
            Guarantees of non-consolidated entity debt and capital lease
            Subordinated debt
            Less: restricted cash
            CONSOLIDATED DEBT                                           -

            CONSOLIDATED DEBT TO CONSOLIDATED TANGIBLE NET WORTH
            Maximum consolidated debt: Tangible Net Worth              2.00



I hereby certify that to the best of my knowledge, no Event of Default exists
and all Representations and Warranties of the Borrower and the Guarantors set
forth in the US$150,000,000 Revolving Loan Facility Agreement between Stolt
Comex Seaway B.V., Stolt Comex Seaway S.A., Stolt-Nielsen S.A. and Den norske
Bank ASA dated February            2000 are true and correct.


STOLT-NIELSEN S.A.


By:      .............................................


Title:   .............................................


Date:    .............................................


                                       82
<PAGE>

                                   SCHEDULE 4

                          FORM OF TRANSFER CERTIFICATE


To:   Den norske Bank ASA as agent (the "Agent")

                              TRANSFER CERTIFICATE


This transfer certificate relates to a loan facility agreement (as the same may
be from time to time amended, varied, novated or supplemented, the "FACILITY
AGREEMENT") dated 2000 whereby a revolving credit facility of up to $150,000,000
was made available to Stolt Comex Seaway B.V. as borrower by a group of banks on
whose behalf the Agent acts as agent and security trustee.

1     Terms defined in the Facility Agreement shall, subject to any contrary
      indication, have the same meanings herein. The terms "Bank" and
      "Transferee" are defined in the schedule to this transfer certificate.

2     The Bank (i) confirms that the details in the Schedule hereto under the
      heading "BANK'S COMMITMENT" accurately summarises its Commitment in the
      Facility Agreement and (ii) requests the Transferee to accept and procure
      the transfer to the Transferee of the portion of such Commitment specified
      in the Schedule hereto by counter-signing and delivering the Transfer
      Certificate to the Agent at its address for the service of Communications
      specified in the Facility Agreement.

3     The Transferee requests the Agent to accept this Transfer Certificate as
      being delivered to the Agent pursuant to and for the purposes of clause
      14.4 of the Facility Agreement so as to take effect in accordance with the
      terms thereof on the Transfer Date or on such later date as may be
      determined in accordance with the terms thereof.

4     The Transferee confirms that it has received a copy of the Facility
      Agreement together with such other information as it has required in
      connection with this transaction and that it has not relied and will not
      in the future rely on the Bank or any other party to the Facility
      Agreement to check or enquire on its behalf into the legality, validity,
      effectiveness, adequacy, accuracy or completeness of any such information
      and further agrees that it has not relied and will not rely on the Bank or
      any other party to the Facility Agreement to access or keep under review
      on its behalf the financial condition, creditworthiness, condition,
      affairs, status or nature of the Borrower or any other party to the
      Facility Agreement.

5     Execution of this Transfer Certificate by the Transferee constitutes its
      representation to the Transferor and all other parties to the Facility
      Agreement that it has power to become a party to the Facility Agreement as
      a Bank on the terms herein and therein set out and has taken all steps to
      authorise execution and delivery of this Transfer Certificate.

6     The Transferee undertakes with the Bank and each of the other parties to
      the Facility Agreement that it will perform in accordance with their terms
      all those obligations which by the terms of the Facility Agreement will be
      assumed by it after delivery of this


                                       83
<PAGE>

      Transfer Certificate to the Agent and satisfaction of the conditions (if
      any) subject to which the Transfer Certificate is expressed to take
      effect.

7     The Bank makes no representation or warranty and assumes no responsibility
      with respect to the legality, validity, effectiveness, adequacy or
      enforceability of the Facility Agreement or any document relating thereto
      and assumes no responsibility for the financial condition of the Borrower
      or for the performance and observance by the Borrower of any of its
      obligations under the Facility Agreement or any document relating thereto
      and any and all such conditions and warranties, whether express or implied
      by law or otherwise, are hereby excluded.

8     The Bank gives notice that nothing in this transfer certificate or in the
      Facility Agreement (or any document relating thereto) shall oblige the
      Bank to (i) accept a re-transfer from the Transferee of the whole or any
      part of its rights, benefits and/or obligations under the Facility
      Agreement transferred pursuant hereto or (ii) support any losses directly
      or indirectly sustained or incurred by the Transferee for any reason
      whatsoever including, without limitation, the non-performance by the
      Borrower or any other party to the Facility Agreement (or any document
      relating thereto) of its obligations under any such document. The
      Transferee acknowledges the absence of any such obligation as is referred
      to in (i) or (ii) above.

9     This Transfer Certificate and the rights and obligations of the parties
      hereunder shall be governed by and interpreted in accordance with English
      law.


                                  THE SCHEDULE

1     Bank:

2     Transferee:

3     Transfer Date:

4     Commitment(1):                              Portion Transferred



[Transferor Bank]                   [Transferee Bank]

By:                                 By:

Date:                               Date:


Den norske Bank ASA

As agent for and on behalf of itself
The Borrower and the other Finance Parties in the presence of:-

----------
(1)   Details of Bank's Commitment should not be completed after the Termination
      Date.


                                       84
<PAGE>


By: ..........................................
Date: [                       ]






                                       85
<PAGE>

                                   SCHEDULE 5

                       MORTGAGED VESSEL SECURITY DOCUMENTS


1     In relation to any Mortgagor granting security over a vessel (for the
      purposes of this Schedule 5 the "relevant vessel"), those items referred
      to in Clauses 3.1.1 to 3.1.4 (inclusive) and 3.1.7 of the Agreement
      amended, mutatis mutandis, to apply to the Security Documents referred to
      below to be entered into by such Mortgagor.

2     A certified  and true copy by or on behalf of the  Mortgagor,  of each
      law, decree, licence, approval,  registration or declaration,  if any,
      as is in the  opinion of counsel  to the  Banks,  necessary  to render
      the Security  Documents  referred to below legal,  valid,  binding and
      enforceable  and to make such  agreements  admissible  in any relevant
      jurisdiction  and enable the  Mortgagor  to  perform  its  obligations
      thereunder.

3     A duly executed first preferred or first priority (as the case may be)
      ship mortgage over the relevant vessel in a form acceptable to the Agent
      but substantially in the form annexed as Appendix E Part A and capable of
      being registered as a first priority or first preferred mortgage under the
      relevant vessel's flag.

4     A duly executed first priority deed of assignment of Earnings, Insurances
      and Requisition Compensation relating to the relevant vessel which shall
      be in a form acceptable to the Agent but substantially in the form annexed
      as Appendix E Part B.

5     All such notices and all acknowledgements and letters of undertaking as
      may be required by the documents referred to above.

6     An opinion of counsel to the Banks in the relevant vessel's flag
      jurisdiction and, if different, the Mortgagor's jurisdiction of
      incorporation, in a form acceptable to the Banks.

7     Any such discharges or re-assignments as may be required to ensure the
      above security takes effect as first priority security.

8     Evidence satisfactory to the Agent that the mortgage referred to at item 4
      above has been registered as a first priority/first preferred mortgage at
      the relevant flag registry.

9     A copy of an up-to-date confirmation of class certificate for the relevant
      vessel, showing the relevant vessel to have the class advised to the Agent
      on the date of this Agreement.

10    Evidence that the relevant vessel is registered under Panamanian, Cayman
      Islands or Bermudan flag (as the case may be).

11    Evidence satisfactory to the Agent that the Insurances taken out in
      respect of the relevant vessel comply with the relevant Security Documents
      and Clause 11.5 of the Agreement.

12    A letter of waiver signed by HSBC Bank plc (formerly known as Midland Bank
      plc) on behalf of the syndicate of lenders pursuant to a loan agreement
      dated 19 December 1997 made between, amongst others, Seaway (UK) Limited
      (as borrower) and HSBC Bank plc


                                       86
<PAGE>

      and Den norske Bank ASA (as lenders) consenting to the granting of
      security referred to in paragraphs 3 and 4 above.





                                       87
<PAGE>

SIGNED by                           )
duly authorised for and on behalf   )
of STOLT COMEX SEAWAY B.V.          )
in the presence of:-                )




SIGNED by                           )
duly authorised for and on behalf   )
of STOLT COMEX SEAWAY S.A.          )
in the presence of:-                )




SIGNED by                           )
duly authorised for and on behalf   )
of STOLT-NIELSEN S.A.               )
in the presence of:-                )




SIGNED by                           )
duly authorised for and on behalf   )
of DEN NORSKE BANK ASA              )
(as a Bank)                         )
in the presence of:-                )




SIGNED by                           )
duly authorised for and on behalf   )
of DEN NORSKE BANK ASA              )
(as the Agent and Security Trustee) )
in the presence of:-                )




SIGNED by                           )
duly authorised for and on behalf   )
of DEN NORSKE BANK ASA              )
(as Arranger)                       )
in the presence of:-                )



                                       88
<PAGE>



For the purposes of Article 1 of the Protocol annexed to the Convention on
jurisdictions and enforcement of judgements on civil and commercial matters
signed at Brussels on 27 September 1968, the following party expressly and
specifically agrees to the provisions of Clause 19.2 of the Agreement:-





SIGNED by _________________________

duly authorised for and on behalf of
STOLT COMEX SEAWAY S.A.





SIGNED by _________________________

duly authorised for and on behalf of
STOLT-NIELSEN S.A.



                                       89
<PAGE>

                                   APPENDIX A


To:   DEN NORSKE BANK ASA


From: STOLT COMEX SEAWAY B.V.


                                                                          [Date]


Dear Sirs,

                                 DRAWDOWN NOTICE

      We refer to the Loan Facility Agreement dated               2000 made
between, amongst others, ourselves and yourselves ("THE AGREEMENT").

      Words and phrases defined in the Agreement have the same meaning when used
in this Drawdown Notice.

      Pursuant to Clause 2.3 of the Agreement, we irrevocably request that you
advance a Drawing of [          ] to us on          2000, which is a Business
Day, by paying the amount of the Drawing to [             ].

      We warrant that the representations and warranties contained in Clause 4
of the Agreement are true and correct at the date of this Drawdown Notice and
will be true and correct on 2000 ; that no Event of Default nor Potential Event
of Default has occurred and is continuing, and that no Event of Default or
Potential Event of Default will result from the advance of the Drawing requested
in this Drawdown Notice.

      We select the period of [    ] months as the [first] Interest Period in
respect of the Drawing.

                                Yours faithfully


                                 ..............
                              For and on behalf of
                             STOLT COMEX SEAWAY B.V.



                                       90
<PAGE>

                                   APPENDIX B

                FORM OF ASSIGNMENT OF INTER-COMPANY INDEBTEDNESS




                                       91
<PAGE>

                                   APPENDIX C

     LIST OF ENCUMBRANCES NOTIFIED TO THE AGENT PURSUANT TO CLAUSE 11.1.1 OF
                                  THE AGREEMENT


NONE



                                       92
<PAGE>

                                   APPENDIX D

      FORM OF STATEMENT TO BE PRODUCED PURSUANT TO CLAUSE 11.2.3(h) OF THE
                                    AGREEMENT


SCS BACKLOG OVER 2 MUSD INCLUDING TOTAL TURNOVER FOR CURRENT YEAR

<TABLE>
<CAPTION>

------------------------------- -------- -------- -------- -------- -------- -------
PROJECT (VALUE IN MILLIONS)      2000     2001     2002     2003     2004    TOTAL
------------------------------- -------- -------- -------- -------- -------- -------
<S>             <C>              <C>     <C>      <C>      <C>      <C>       <C>

CLIENT          TOTAL VALUE           $        $        $        $        $       $
Project Details
Project Details
Project Details
Project Details
------------------------------- -------- -------- -------- -------- -------- -------

CLIENT          TOTAL VALUE           $        $        $        $        $       $
Project Details
Project Details
Project Details
Project Details
------------------------------- -------- -------- -------- -------- -------- -------

CLIENT          TOTAL VALUE           $        $        $        $        $       $
Project Details
Project Details
Project Details
Project Details
------------------------------- -------- -------- -------- -------- -------- -------

CLIENT          TOTAL VALUE           $        $        $        $        $       $
Project Details
Project Details
Project Details
Project Details
------------------------------- -------- -------- -------- -------- -------- -------

CLIENT          TOTAL VALUE           $        $        $        $        $       $
Project Details
Project Details
Project Details
Project Details
------------------------------- -------- -------- -------- -------- -------- -------
</TABLE>



                                       93
<PAGE>

                                   APPENDIX E

                                     PART A

                                FORM OF MORTGAGE



                                       94
<PAGE>

                                   APPENDIX E

                                     PART B

                               FORM OF ASSIGNMENT



                                       95
<PAGE>

                          DATED                     2000
                                                                          FINAL

                             STOLT COMEX SEAWAY B.V.
                                  (AS BORROWER)

                                     - AND -

                 STOLT COMEX SEAWAY S.A. AND STOLT-NIELSEN S.A.
                                 (AS GUARANTORS)

                                     - AND -

                               DEN NORSKE BANK ASA
                                   AND OTHERS
                                   (AS BANKS)

                                     - AND -

                               DEN NORSKE BANK ASA
                    (AS FACILITY AGENT AND SECURITY TRUSTEE)

                                     - AND -

                               DEN NORSKE BANK ASA
                                  (AS ARRANGER)



                    -----------------------------------------

                          US$150,000,000 REVOLVING LOAN
                               FACILITY AGREEMENT
                    -----------------------------------------



<PAGE>



                                    CONTENTS
                                                                            PAGE


1     Definitions and Interpretation...................................... 2

2     The Facility and its Purpose........................................17

3     Conditions Precedent and Subsequent.................................19

4     Representations and Warranties......................................23

5     Repayment and Prepayment............................................27

6     Interest............................................................28

7     Guarantee and Indemnity.............................................29

8     Fees................................................................35

9     Security Documents..................................................35

10    Agency and Trust....................................................36

11    Covenants...........................................................46

12    Events Of Default...................................................56

13    Set-Off and Lien....................................................61

14    Assignment, Sub-Participation and Refinancing.......................63

15    Payments, Mandatory Prepayment, Reserve Requirements
      and Illegality......................................................65

16    Communications......................................................69

17    General Indemnities.................................................70

18    Miscellaneous.......................................................72

19    Law and Jurisdiction................................................76

SCHEDULE 1................................................................78
        The Banks, the Commitments and the Proportionate Shares...........78

<PAGE>

SCHEDULE 2................................................................79
        The Shipowning Guarantors and major assets........................79

SCHEDULE 3................................................................80
        Compliance Certificate............................................80

SCHEDULE 4................................................................83
        Form of Transfer Certificate......................................83

SCHEDULE 5................................................................86
        Mortgaged Vessel Security Documents...............................86

APPENDIX A................................................................90

APPENDIX B................................................................91

APPENDIX C................................................................92

APPENDIX D................................................................93

APPENDIX E................................................................94
        PART A............................................................94

APPENDIX E................................................................95
        PART B............................................................95