Exhibit 4.6


 


Conformed Copy


 


DATED: 19 July 2001


 


STOLT-NIELSEN TRANSPORTATION GROUP LTD.
(BERMUDA)


(as borrower)


 


- and -


 


STOLT-NIELSEN S.A.

STOLT-NIELSEN TRANSPORTATION GROUP LTD. (LIBERIA)

(as guarantors)


 


- and -


 


SALOMON BROTHERS INTERNATIONAL LIMITED

DEN NORSKE BANK ASA

HSBC INVESTMENT BANK PLC

DEUTSCHE BANK AG IN HAMBURG

CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH

(as joint arrangers)


 


- and -


 


DEN NORSKE BANK ASA, NEW YORK BRANCH

and others (as banks)


 


- and -


 


HSBC INVESTMENT BANK PLC

(as facility agent and security trustee)


 


- and -


 


SALOMON BROTHERS INTERNATIONAL LIMITED

DEN NORSKE BANK ASA

(as syndication agents and joint book managers)


 


- and -


 


CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH

(as documentation agent)


 


 


US$275,000,000 SECURED

MULTI-CURRENCY REVOLVING LOAN

FACILITY AGREEMENT

(INCLUDING COMPETITIVE BID OPTION)


 

















 


CONTENTS


 


	
  1

  	
  Definitions and Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  The Facility and its Purpose

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Competitive Bid Option

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Conditions Precedent and Subsequent

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  Currency

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Repayment and Prepayment

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  Guarantee and Indemnity

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Security Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Agency and Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Earnings

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Events Of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Set-Off
  and Lien

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Assignment and Sub-Participation

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Payments,
  Mandatory Prepayment, Reserve Requirements and Illegality

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Communications

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  General Indemnities

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  22

  	
  Law and Jurisdiction

  	
   

  



 

















 


	
  SCHEDULE 1

  	
   

  
	
  The Banks, the Commitments and the Proportionate
  Shares

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 2

  	
   

  
	
  Joint Arrangers

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  
	
  Syndication Agents and Joint Book Managers

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 4

  	
   

  
	
  The Shipowning Guarantors and the Vessels

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 5

  	
   

  
	
  Form of Compliance Certificate

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 6

  	
   

  
	
  Form of Transfer Certificate

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 7

  	
   

  
	
  Competitive Bid Timetable

  	
   

  
	
   

  	
   

  
	
  APPENDIX
  A

  	
   

  
	
   

  	
   

  
	
  APPENDIX
  B

  	
   

  
	
  List of Encumbrances

  	
   

  
	
   

  	
   

  
	
  APPENDIX
  C

  	
   

  
	
  Additional Rate Formula

  	
   

  
	
   

  	
   

  
	
  APPENDIX
  D

  	
   

  
	
  Form of Competitive Bid Request

  	
   

  
	
   

  	
   

  
	
  APPENDIX
  E

  	
   

  
	
  Form of Invitation For Competitive Bid

  	
   

  
	
   

  	
   

  
	
  APPENDIX
  F

  	
   

  
	
  Form of Competitive Bid

  	
   

  
	
   

  	
   

  
	
  APPENDIX
  G

  	
   

  
	
  Form of Competitive Bid Confirmation Letter

  	
   

  



 

















 


FACILITY AGREEMENT


 


Dated: 
19 July 2001


 


BETWEEN:-


 


(1)                                  STOLT-NIELSEN
TRANSPORTATION GROUP LTD. which is a company incorporated according to the law
of Bermuda with its registered office at Clarendon House, 2 Church Street,
Hamilton HM11, Bermuda (the “Borrower”); and


 


(2)                                  STOLT-NIELSEN S.A.
which is a company incorporated according to the law of Luxembourg with its
registered office at 23 avenue Monterey, L-2086 Luxembourg and STOLT-NIELSEN
TRANSPORTATION GROUP LTD. which is a company incorporated according to the law
of Liberia with its registered office at 80 Broad Street, Monrovia, Liberia
(together the “Guarantors” and each a “Guarantor”); and


 


(3)                                  the banks and
financial institutions 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)                                  HSBC INVESTMENT BANK
PLC, acting as facility agent and security trustee through its office at City
Place House, 55 Basinghall Street, London EC2V 5DU (in that capacity “the
Agent”); and


 


(5)                                  the banks and
financial institutions listed in Schedule 2, each acting as a joint
arranger through its office at the address indicated against its name in
Schedule 2 (together in that capacity “the Arrangers” and each an
“Arranger”); and


 


(6)                                  the banks and
financial institutions listed in Schedule 3, each acting as a syndication
agent and joint book manager through its office at the address indicated
against its name in Schedule 3 (together in that capacity “the Syndication
Agents” and each a “Syndication Agent”); and


 


(7)                                  CHRISTIANIA BANK OG
KREDITKASSE ASA, New York Branch, acting as documentation agent through its
office at 11 West 42nd Street, 7th Floor, New York, NY 10036 (in that capacity
the “Documentation Agent”).


 

















 


WHEREAS:-


 


(A)                              Each of the Vessels is
registered in the name and ownership of her Shipowning Guarantor under the flag
of the country indicated in Schedule 4.


 


(B)                                Each of the Banks has
agreed to advance to the Borrower its respective Commitment of an aggregate
principal amount not exceeding two hundred and seventy-five million Dollars
($275,000,000) or the Equivalent Amount in a Permitted Currency or Permitted
Currencies (as appropriate) for the Borrower’s general corporate purposes
(which, for the avoidance of doubt, shall not include the purchase of Margin
Stock, as that term is defined in Regulation U of the United States Board of
Governors of the Federal Reserve System).


 


IT IS AGREED as follows:-


 


1                                          Definitions and Interpretation


 


1.1                                 Definitions


 


In this Agreement:-


 


1.1.1                        “the Address for Service” means
c/o Stolt-Nielsen Limited, 71-91 Aldwych, London WC2B 4HN 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.


 


1.1.2                        “the Additional Rate” means the
cost imputed to the Banks of compliance with:


 


(a)                                  the mandatory liquid
asset requirements of the Bank of England and/or the banking supervision or
other costs imposed by the Financial Services Authority, as determined in
accordance with Appendix C; and


 


(b)                                 any other applicable
regulatory or central bank requirement (including any requirement of the
European Central Bank) relating to any amount advanced under this Agreement by
a Bank through a branch in a state being one of the participating countries
which at the relevant time shall have entered into economic and


 


2

















 


monetary union (as a result of the legislative measures contemplated by
the Treaty of Rome of 25 March 1957, as amended from time to time).


 


1.1.3                        “the Administration” has the
meaning given to it in paragraph 1.1.3 of the ISM Code.


 


1.1.4                        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 or Clause 3.


 


1.1.5                        “the Assignments” means the
deeds of assignment of the Insurances, Earnings and Requisition Compensation in
respect of each Vessel referred to in Clause 11.2 (each an “Assignment”).


 


1.1.6                        “Available Commitment” means,
in relation to any Bank and at any time, the undrawn amount of that Bank’s
Commitment.


 


1.1.7                        “Available Competitive Bid
Facility” means at any time the Competitive Bid Facility Limit at that time
less the Competitive Bid Outstandings at that time, adjusted for the purpose of
a proposed Competitive Advance to take into account any other Competitive
Advances which any Bank is then obliged to make on or before the making of the
proposed Competitive Advances and any Competitive Advances which are due to be
repaid on or before the making of the proposed Competitive Advance.


 


1.1.8                        “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.


 


1.1.9                        “the Borrower’s Security
Documents” means those of the Security Documents to which the Borrower is or is
to be a party.


 


1.1.10                  “Break Costs” means all documented
costs, losses, premiums or penalties incurred by any of the Finance Parties in
the circumstances contemplated by Clause 20.4 or as a result of any of them
receiving any prepayment of


 


3

















 


all or any part of the Facility (whether pursuant to Clause 7.2 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.


 


1.1.11                  “Business Day” means (a) 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; and Frankfurt am Main, Federal Republic of
Germany; and (b) in relation to the determination of interest rates for euros
only, a day on which the Trans-European Automated Real Time Gross Settlement
Express System (TARGET) is operating; or (c) in relation to the date for the
payment or purchase of a currency other than euros, the principal financial
centre of the country of that currency.


 


1.1.12                  “Certificate of Compliance” means a
certificate materially in the form set forth in Schedule 5, signed by the
finance director or senior finance officer of SNSA.


 


1.1.13                  “Commitment” means, in relation to
each Bank, the amount of the Facility which that Bank agrees to advance to the
Borrower as its several liability pursuant to Clause 2, as indicated against
the name of that Bank in Schedule 1, as reduced from time to time in
accordance with Clause 2.4.3 and the amount of any other Commitment transferred
to it under this Agreement.


 


1.1.14                  “Commitment Commission” means the
commitment commission to be paid by the Borrower to the Agent pursuant to
Clause 10.2.


 


4

















 


1.1.15                  a “Communication” means any notice,
approval, demand, request or other communication from one party to this
Agreement to any other party to this Agreement.


 


1.1.16                  “the Communications Address” means
c/o Stolt-Nielsen Limited, 71-91 Aldwych, London WC2B 4HN, England, fax no:
+(44) 207 611 89 65 marked for the attention of Chief Operating Officer.


 


1.1.17                  “the Company” means, in relation to
any Vessel and at any given time, the company responsible for the Vessel’s
compliance with the ISM Code pursuant to paragraph 1.1.2 of the ISM Code.


 


1.1.18                  “Competitive Advance” means a Dollar
Drawing advanced or to be advanced by a Bank pursuant to the bidding procedure
described in Clause 3.


 


1.1.19                  “Competitive Bid” means an offer by a
Bank to make a Competitive Advance pursuant to Clause 3 in the form of Appendix
F.


 


1.1.20                  “Competitive Bid Confirmation Letter”
means a confirmation by the Borrower pursuant to Clause 3 in the form of
Appendix G.


 


1.1.21                  “Competitive Bid Facility Limit”
means, the lower of (a) fifty million Dollars ($50,000,000) and (b) the
aggregate of the Available Commitments.


 


1.1.22                  “Competitive Bid Outstandings” means,
at any time, the aggregate amount of the outstanding Competitive Advances.


 


1.1.23                  “Competitive Bid Rate” means, in
relation to any Competitive Bid applicable to any proposed Competitive Advance
made by a Bank pursuant to Clause 3, the rate of interest offered by the Bank
making such Competitive Bid in respect of such proposed Competitive Advance.


 


1.1.24                  “Competitive Bid Request” means a
request made pursuant to Clause 3 in the form of Appendix D.


 


1.1.25                  “Consolidated Debt” means for SNSA
and its Subsidiaries (on a consolidated basis) at any time, the aggregate value
of (i) moneys borrowed, plus (ii) notes payable (whether promissory notes or


 


5

















 


otherwise), plus (iii) amounts raised by acceptance under any
acceptance credit facility, plus (iv) amounts raised pursuant to any note
purchase facility or the issue of bonds, notes, debentures or similar
instruments, plus (v) the amount of any liability in respect of lease or hire
purchase obligations which, according to US GAAP, would be treated as finance
or capital leases, plus (vi) all contingent liabilities, including guarantee
obligations, related to debt and capital lease obligations of third parties
which, according to US GAAP, are considered probable and estimable, plus (vii)
subordinated debt, less (viii) the amount of that part of any financial
indebtedness for which there is a blocked or restricted cash deposit which will
repay such part of such financial indebtedness.


 


1.1.26                  “Consolidated Interest Expense”
means, for SNSA and its Subsidiaries (on a consolidated basis) for the most
recent four fiscal quarters of SNSA, interest expense (including the interest
component of any capital lease obligations) on all Consolidated Debt, determined
in accordance with US GAAP.


 


1.1.27                  “Consolidated EBITDA” means, for SNSA
and its Subsidiaries (on a consolidated basis) the aggregate value of (i) net
income (or net loss), (ii) Consolidated Interest Expense, (iii) provisions for
income taxes, (iv) depreciation, amortisation and other non-cash charges
deducted in arriving at such net income (or net loss), at any time during the
Facility Period as determined in accordance with US GAAP for the most recent
four fiscal quarters of SNSA, calculated on a pro forma historical basis to
include acquisitions.


 


1.1.28                  “Consolidated Tangible Net Worth”
means, for SNSA and its Subsidiaries (on a consolidated basis) at any time, (a)
the sum, to the extent shown on SNSA’s consolidated balance sheet, of (i) the
amount of issued and outstanding share capital, less the cost of treasury
shares of SNSA, plus (ii) the amount of surplus and retained earnings, less (b)
intangible assets as determined in accordance with US GAAP.


 


1.1.29                  “converted” means actually or
notionally (as the case may require) converted by the Agent, at the rate at
which the Agent, in accordance with its usual practice, is able in the London
Interbank market to purchase the Permitted Currency in which the Facility or
part thereof is then


 


6

















 


denominated with the Permitted Currency in which the Facility or part
thereof is to be denominated, on the third Business Day before the value date
for that conversion pursuant to Clause 6, and the words “convert” and “conversion”
shall be interpreted accordingly.


 


1.1.30                  “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.


 


1.1.31                  “the Deeds of Covenants” means the
deeds of covenants referred to in Clause 11.1 (each a “Deed of Covenants”).


 


1.1.32                  “Default Interest” means interest at
the Default Rate.


 


1.1.33                  “Default Rate” means the rate which
is one per centum (1%) per annum over the aggregate of (i) the applicable
Margin (ii) LIBOR and (iii) the Additional Rate.


 


1.1.34                  “DOC” means a valid Document of
Compliance issued for the Company by the Administration pursuant to paragraph
13.2 of the ISM Code.


 


1.1.35                  “Dollars” and “$” each means
available and freely transferable and convertible funds in lawful currency of
the United States of America.


 


1.1.36                  “Drawdown Notice” means a notice
complying with Clause 2.3.


 


1.1.37                  “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 or (unless otherwise indicated) a
Competitive Advance.


 


1.1.38                  “Earnings”, in relation to a Vessel,
means all hires, freights, pool income and other sums payable to or for the
account of a Shipowing Guarantor in respect of that Vessel 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 or use
of the Vessel.


 


7

















 


1.1.39                  “Encumbrance” means any mortgage,
charge, pledge, lien, assignment, hypothecation, preferential right, option,
title retention or trust arrangement or any other agreement or arrangement
which, in any of the aforementioned instances, has the effect of creating
security.


 


1.1.40                  “Equivalent Amount” means the amount
of any Permitted Currency converted from the relevant amount of Dollars.


 


1.1.41                  “EURIBOR” means, in relation to any
Drawing in euro:


 


(a)                                  the applicable Screen
Rate; or


 


(b)                                 (if no Screen Rate is
available for the Interest Period of that Drawing) the arithmetic mean of the
rates (rounded upwards to four decimal places) as supplied to the Agent at its
request quoted by the Reference Banks to leading banks in the European
interbank market, for the offering of deposits in euro for a period comparable
to the Interest Period of the relevant Drawing.


 


1.1.42                  “euro” means the currency of
Participating Member States of the European Monetary Union, pursuant to Council
Regulation (EC) 974/98 of 3 May 1998, (as changed from time to time by the
European Communities).


 


1.1.43                  “Event of Default” means any of the
events set out in Clause 15.2.


 


1.1.44                  “Execution Date” means the date on
which this Agreement is executed by each of the parties thereto.


 


1.1.45                  “Facility” means the multi-currency
revolving credit facility (including competitive bid option) made available by
the Banks to the Borrower pursuant to this Agreement.


 


1.1.46                  “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, which for the
avoidance of doubt includes the Competitive Bid Outstandings.


 


1.1.47                  “the Facility Period” means the
period beginning on the Execution Date and ending on the date when (i) the
whole of the Indebtedness has been


 


8

















 


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 and (ii) the Termination Date has expired.


 


1.1.48                  “the Fee Letter” means the letter and
the summary of terms from the Agent and/or the Arrangers as agreed and accepted
by the Borrower and the Guarantors setting out certain fees, commissions and
other sums payable by the Borrower in connection with the Facility.


 


1.1.49                  “the Finance Parties” means the
Banks, the Agent, the Arrangers, the Syndication Agents and the Documentation
Agent.


 


1.1.50                  “French Francs” means available and
freely transferable and convertible funds in lawful currency of the Republic of
France.


 


1.1.51                  “the Guarantee” means the joint and
several guarantee and indemnity of the Guarantors contained in Clause 9.


 


1.1.52                  “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) Default Interest.


 


1.1.53                  “the Indebtedness” means the Facility
Outstandings together with all interest thereon; all other sums of any nature
including costs and fees (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 Documents being disclaimed by a liquidator
or any other person, or, where the context permits, the amount thereof for the
time being outstanding.


 


1.1.54                  “Indicative Amount” means, in
relation to any Competitive Bid Request, the aggregate principal amount of the
Competitive Advance requested therein.


 


9

















 


1.1.55                  an “Instructing Group” means any one
or more Banks whose combined Proportionate Shares exceed sixty six and two
thirds per centum (66 2/3%) of the aggregate of Commitments.


 


1.1.56                  “Insurances”, in relation to a
Vessel, means all policies and contracts of insurance (including but not
limited to hull and machinery, 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 Vessel or her increased value and (where
the context permits) all benefits thereof, including all claims of any nature
and returns of premium.


 


1.1.57                  “Insurance Proceeds Amount” means
such amount of the insurance proceeds in respect of a Total Loss which is
required to be paid by the Borrower to the Agent to ensure that the Borrower
remains in full compliance with its obligations under Clause 13.2.2. following
a Total Loss.


 


1.1.58                  “Interest Payment Date” means each
date for the payment of interest in accordance with Clause 8.


 


1.1.59                  “Invitation for Competitive Bid”
means an invitation pursuant to Clause 3 in the form of Appendix E.


 


1.1.60                  “Interest Period” means each interest
period selected by the Borrower or agreed by the Agent pursuant to Clause 8.


 


1.1.61                  “the ISM Code” means the
International Management Code for the Safe Management of Ships and for
Pollution Prevention, as adopted by the Assembly of the International Maritime
Organisation on 4 November 1993 by resolution A.741 (18) and incorporated
on 19 May 1994 as chapter IX of the Safety of Life at Sea Convention 1974.


 


1.1.62                  “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).


 


10

















 


1.1.63                  “LIBOR” means, in relation to any
Drawing:


 


(a)                                  the applicable Screen
Rate; or


 


(b)                                 (if no Screen Rate is
available for the currency or Interest Period of that Drawing) the arithmetic
mean of the rates (rounded upwards to four decimal places) as supplied to the
Agent at its request quoted by the Reference Banks to leading banks in the
London interbank market,


 


for the offering of deposits in the currency of that Drawing and for a
period comparable to the Interest Period for that Drawing.


 


1.1.64                  “the Managers” means any member of
the SNSA Group and/or such other commercial and/or technical managers of the
Vessels nominated by the Shipowning Guarantors as the Agent may in its
discretion approve.


 


1.1.65                  “Management Agreement” means, in
relation to any Vessel which is leased to a party outside the SNSA Group, the
Management Agreement made between the Managers and the relevant Shipowning
Guarantor.


 


1.1.66                  “Margin” based on the ratio of
Consolidated Debt (as at the date of Margin calculation) to Consolidated EBITDA
for the preceding four fiscal quarters (“D/EBITDA”) for which financial
statements of SNSA and its Subsidiaries have been prepared means:-


 


(i)                                     0.875% where
D/EBITDA is less than or equal to 3;


 


(ii)                                  1.00% where D/EBITDA
is greater than 3 but less than or equal to 4;


 


(iii)                               1.125% where D/EBITDA is
greater than 4 but less than or equal to 5; and


 


(iv)                              1.25% where D/EBITDA is
greater than 5 or if it is not possible to calculate D/EBITDA for that period.


 


The Margin shall be calculated by the Agent as of 28/29 February, 31
May, 31 August and 30 November each year (each a “Margin Review
Date”) commencing 31 May 2001 for the succeeding fiscal quarter and shall be
calculated based on the Consolidated Debt as of the previous


 


11

















 


Margin Review Date over Consolidated EBITDA for the four fiscal
quarters, the most recent of which shall have ended on the previous Margin
Review Date.


 


1.1.67                  “Material Subsidiary” means, at any
time, (i) each subsidiary of SNSA whose tangible net worth at such time is
equal to or greater than five per cent of the consolidated tangible net worth
of SNSA and all its subsidiaries at such time (ii) each of any two or more
subsidiaries which would each not be a Material Subsidiary for the purposes of
paragraph (i) but whose aggregate tangible net worth at such time is equal to
or greater than five per cent of the consolidated tangible net worth of SNSA
and all its subsidiaries at such time and (iii) each subsidiary of SNSA the
whole or any part of whose financial indebtedness at such time is guaranteed or
secured in any way by the Security Parties, or any of them. For the purposes of
this definition, the term “tangible net worth” shall be construed in accordance
with US GAAP at the time any determination of tangible net worth is being made
for purposes of this Agreement.


 


1.1.68                  “the Maximum Facility Amount” means
the amount of the aggregate Commitments (stated in Dollars) subject to any
reductions effected in accordance with Clause 2.4 or 18.8 as calculated by the
Agent on the date of each Drawing and at the end of each Interest Period.


 


1.1.69                  “the Mortgagees’ Insurances” means
all policies and contracts of mortgagees’ interest insurance and any other
insurance from time to time taken out by the Agent on behalf of the Banks in
relation to the Vessels pursuant to this Agreement.


 


1.1.70                  “the Mortgages” means the first
preferred and first priority mortgages referred to in Clause 11.1 (each a
“Mortgage”).


 


1.1.71                  “Norwegian Kroner” means available
and freely transferable and convertible funds in the lawful currency of the
Kingdom of Norway.


 


1.1.72                  “Original Dollar Amount” means, at
any relevant time, the amount of the Facility which would then have been
outstanding had the Facility at all times been denominated, drawn and repaid in
accordance with Clause 7 wholly in Dollars.


 


12

















 


1.1.73                  “Participating Member States” means
any member state of the European Communities that adopts or has adopted the
euro as its lawful currency in accordance with legislation of the European
Union relating to European Monetary Union.


 


1.1.74                  “Permitted Currencies” means Dollars,
the euro, each of the lawful currencies of France (namely French Francs),
Norway (namely Norwegian Kroner), the United Kingdom (namely Pounds Sterling)
and Permitted Currency means any one of them, provided that in respect of each
such currency selected by the Borrower the Agent is at all material times able
to ascertain LIBOR or in the case of euros EURIBOR.


 


1.1.75                  “Permitted Liens” means (i) liens for
salvage and any Encumbrance which has the prior written approval of the Agent
acting upon the instructions of an Instructing Group, or (ii) 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.


 


1.1.76                  “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.


 


1.1.77                  “Pounds Sterling” means pounds
sterling being the available and freely transferable and convertible funds in
the lawful currency of the United Kingdom.


 


1.1.78                  “Proceedings” means any suit, action
or proceedings begun by any of the Finance Parties arising out of or in
connection with the Security Documents.


 


1.1.79                  “Proportionate Share” means, for each
Bank, the percentage indicated against the name of that Bank in
Schedule 1, as amended by any Transfer Certificate executed from time to
time.


 


1.1.80                  “Reference Banks” means the London
offices of Citibank N.A., HSBC Bank Plc, Den norske Bank ASA and Deutsche Bank
AG.


 


13

















 


1.1.81                  “Requested Amount” means, in relation
to any Competitive Bid Confirmation Letter, the aggregate principal amount of
the Competitive Advances requested.


 


1.1.82                  “Requisition Compensation”, in
relation to a Vessel, means all compensation or other money which may from time
to time be payable to the relevant Shipowning Guarantor as a result of the
Vessel being requisitioned for title or in any other way compulsorily acquired
(other than by way of requisition for hire).


 


1.1.83                  “Screen Rate” means:


 


(a)                                  in relation to LIBOR,
the British Bankers Association Interest Settlement Rate for the relevant
currency and period; and


 


(b)                                 in relation to
EURIBOR, the percentage rate per annum determined by the Banking Federation of
the European Union for the relevant period,


 


displayed on the appropriate page of the Telerate or Reuters screen or
such other screen as is customarily used for that purpose.


 


1.1.84                  “the Security Documents” means this
Agreement, the Mortgages, the Deeds of Covenants, the Assignments and the
Shipowners’ Guarantee, 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 SNSA Group as security for the payment of all or any part of the
Indebtedness.


 


1.1.85                  “Security Maintenance Amount” means
one hundred and twenty five per cent (125%) of the Original Dollar Amount less
the amount of any cash deposited as additional security pursuant to Clause
13.2.2.


 


1.1.86                  “Security Parties” means the
Borrower, the Guarantors, the Shipowning Guarantors and any other member of the
SNSA 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.


 


14

















 


1.1.87                  “Security Share” means, for each Bank
and at any relevant time, the proportion which the aggregate of (1) that Bank’s
Commitment and (2) the amount of any Competitive Advances made by that Bank and
not repaid bears to the Maximum Facility Amount adjusted pro-rata to reflect
the extent to which that Commitment cannot be drawn because of Competitive Bid
Outstandings.


 


1.1.88                  “the Shipowners’ Guarantee” means the
joint and several guarantee and indemnity of the Shipowning Guarantors referred
to in Clause 11.3.


 


1.1.89                  “the Shipowning Guarantors” means the
companies listed in Schedule 4, each of which is a company incorporated
according to the law of the country indicated against its name in
Schedule 4 with its registered office and/or principal place of business
at the address indicated against its name in Schedule 4 (each “a
Shipowning Guarantor”).


 


1.1.90                  “SMC” in relation to any Vessel,
means a valid safety management certificate issued for the Vessel by or on
behalf of the Administration pursuant to paragraph 13.4 of the ISM Code.


 


1.1.91                  “SMS” in relation to any Vessel,
means a safety management system for the Vessel developed and implemented in
accordance with the ISM Code and including the functional requirements, duties
and obligations required by the ISM Code.


 


1.1.92                  “SNSA” means the Guarantor
Stolt-Nielsen S.A.


 


1.1.93                  “SNSA Group” means SNSA and its
Subsidiaries.


 


1.1.94                  “Specified Time”, in Clause 3, means
that time and day set out in Schedule 7 for the relevant action to take
place.


 


1.1.95                  “Subsidiary” means a subsidiary
undertaking, as defined in section 258 Companies Act 1985 or any analogous
definition under any other relevant system of law.


 


1.1.96                  “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.


 


15

















 


1.1.97                  “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.


 


1.1.98                  “the Termination Date” means the
earlier of (a) the date falling five (5) years after the Execution Date and (b)
31 July 2006.


 


1.1.99                  “Total Loss”, in relation to a Vessel
means:-


 


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


 


(b)                                 the requisition for
title, compulsory acquisition, nationalisation or expropriation of that 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 Vessel, unless the Vessel is released
and returned to the possession of the relevant Shipowning Guarantor within two
months after the capture, seizure, arrest, detention or confiscation in
question.


 


1.1.100            “Transfer Certificate” means a certificate
materially in the form set forth in Schedule 6 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 17; and


 


(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 17.


 


1.1.101            “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.


 


16

















 


1.1.102            “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.


 


1.1.103            “the Trust Property” means:-


 


(a)                                  the benefit of the
covenant contained in Clause 11; 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).


 


1.1.104            “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 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 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 SNSA, stipulate amendments to the financial covenants so that the ratio of
the SNSA Group’s performance in respect of the covenants reflects the position
which would have been the case had no changes to SNSA’s accounting principles
taken place.


 


1.1.105            “Valuation” means in relation to a Vessel,
the arithmetic mean of the written valuations of that Vessel expressed in
Dollars prepared by two firms of reputable independent shipbrokers appointed by
the Borrower and approved by the Agent (acting reasonably), unless either the
Agent or the Borrower disagrees with such arithmetic average, in which event
the two shipbrokers shall appoint a third firm of reputable independent
shipbrokers and the valuation of the Vessel shall be the arithmetic mean of all
three such valuations. Such valuations shall be prepared at the Borrower’s
expense, without a physical inspection, on the basis of a sale for prompt
delivery for cash at arm’s length between a willing buyer and a willing seller
without the benefit of any charterparty or other engagement,


 


17

















 


and each Vessel shall be valued as a “parcel tanker” engaged in the
parcel trade and operating on the spot market.


 


1.1.106            “the Vessels” means the vessels listed in
Schedule 4 and everything now or in the future belonging to them on board
and ashore (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;


 


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
(unless otherwise stipulated) to London time.


 


18

















 


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 (or, as the case may be, by
the Guarantors) jointly and severally.


 


1.3.2                        The Borrower and each of 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. The Borrower and each of 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                        The Borrower and each of 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.


 


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 (B).


 


19

















 


2.2                                 Drawings Subject to
satisfaction by the Borrower of the conditions set out in Clause 4.1 (in
respect of the first Drawing), Clause 4.3 (in respect of all subsequent
Drawings), and subject to Clause 2.3, and provided that the Original Dollar
Amount 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, or in any other Permitted Currency
selected in accordance with Clause 6.1. Each Drawing shall be advanced on a
Business Day, provided that the Borrower shall have given to the Agent by 11.00
a.m. not more than ten and not fewer than three Business Days’ notice in
writing signed in accordance with a form of mandate provided by the Borrower to
the Agent 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


 


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 Borrower may from time to
time voluntarily reduce the Maximum Facility Amount in whole or in part in a
minimum amount of ten million Dollars ($10,000,000) or any greater whole number
of millions of Dollars provided that it has first given to the Agent not fewer
than five Business


 


20

















 


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.


 


2.4.2                        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.


 


2.4.3                        Simultaneously with each
reduction of the Maximum Facility Amount in accordance with Clause 2.4.1, 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.


 


2.5                                 Restrictions on
Drawings The Borrower shall not be entitled to make more than five (5) 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 a whole
number of millions of Dollars and of not less than ten million Dollars
($10,000,000) or the Equivalent Amount in any other Permitted Currency. If at
any time during the Facility Period the Original Dollar Amount exceeds the
Maximum Facility Amount then available or if a proposed Drawing when added to
the Original Dollar Amount 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 Original Dollar Amount is 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
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.


 


21

















 


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                                          Competitive Bid Option


 


3.1                                 Competitive Advances
In addition to Drawings requested under Clause 2, but so long always that the
Maximum Facility Amount shall in no circumstances be exceeded, the Borrower may
from time to time request the Banks to offer to make Competitive Advances. The
Banks may, but shall have no obligation to, make such offers, and the Borrower
may, but shall have no obligation to, accept any such offers in the manner set
out in the following provisions of this Clause.


 


3.2                                 Competitive Bid
Request If the Borrower wishes to request offers to make a Competitive Advance
it shall deliver a Competitive Bid Request to the Agent, to be received by the
Agent not more than four Business Days nor later than the Specified Time prior
to the proposed date for the making of such Competitive Advance, specifying:-


 


3.2.1                        the proposed date of the making
of such Competitive Advance, which shall be a Business Day falling thirty days
or more prior to the Termination Date;


 


3.2.2                        the Indicative Amount, which
shall be an amount in Dollars of at least five million Dollars ($5,000,000) and
a multiple of one million Dollars ($1,000,000) which does not exceed the
Available Competitive Bid Facility; and


 


3.2.3                        the proposed term of the
Competitive Advance requested, which shall be any period of up to thirty days
which will begin on the proposed date of the making of such Competitive Advance
and end on a Business Day which is or precedes the Termination Date.


 


3.3                                 Invitation for
Competitive Bids After its receipt of a Competitive Bid Request conforming to
the requirements of Clause 3.2 the Agent shall, no later than the Specified
Time, send to each of the Banks an Invitation for Competitive Bids


 


22

















 


which shall constitute an invitation by the Borrower to each such Bank
to bid, on the terms and conditions of this Agreement, to make a Competitive
Advance.


 


3.4                                 Competitive Bids Each
Bank may submit one or more Competitive Bids containing an offer to make a
Competitive Advance in response to any Invitation for Competitive Bids. Each
Competitive Bid must comply with the requirements of this Clause 3.4 and must
be submitted to the Borrower with a copy to the Agent not later than the
Specified Time on the Business Day preceding the proposed date for the making
of such Competitive Advance. Any Competitive Bid submitted by the Agent in its
capacity as a Bank may only be submitted if the Agent notifies the Borrower of
the terms of the offer contained therein not later than the Specified Time for
delivery of a Competitive Bid by the Agent. A Competitive Bid submitted by a
Bank pursuant to this Clause 3.4 shall, subject as specified in Clause 3.6, be
irrevocable and shall specify:-


 


3.4.1                        the proposed date for the
making of such Competitive Advance;


 


3.4.2                        the principal amount of the
Competitive Advance for which such offer is being made, which principal amount
may be an amount which is greater than the Available Commitment of the bidding
Bank but may not be greater than the Indicative Amount;


 


3.4.3                        the Competitive Bid Rate
offered by such Bank; and


 


3.4.4                        the proposed term of such
Competitive Advance.


 


3.5                                 Acceptance by Borrower
The Borrower shall at its sole discretion after it has received any Competitive
Bid pursuant to Clause 3.4 notify the Agent, no later than the Specified Time
on the Business Day preceding the proposed date for the making of such
Competitive Advance, by fax in the form of a Competitive Bid Confirmation
Letter, whether or not it wishes to proceed to drawdown the Competitive Advance
requested in any relevant Competitive Bid Request and if so the Requested
Amount thereof provided that:-


 


3.5.1                        if the Borrower fails to give
such notice by the said Specified Time it shall be deemed to have elected not
to proceed to drawdown the Competitive Advance requested in the relevant
Competitive Bid Request and to have rejected all the bids made pursuant to
Clause 3.4; and


 


23

















 


3.5.2                        the Requested Amount specified
in any Competitive Bid Confirmation Letter shall be an amount which complies
with the requirements of Clause 3.2.2 and does not exceed the Indicative Amount
specified in the relevant Competitive Bid Request.


 


A notice given by the Borrower pursuant to this Clause 3.5 shall be
irrevocable.


 


3.6                                 No revocation No Bank
shall be entitled to revoke any offer made in any Competitive Bid delivered to
the Borrower pursuant to Clause 3.4.


 


3.7                                 Acceptance by Agent
After receipt of a Competitive Bid Confirmation Letter indicating that the
Borrower wishes to proceed to drawdown all or part of the Competitive Advances
requested in the relevant Competitive Bid Request, Competitive Bids (if any)
made by Banks shall be accepted by the Agent on behalf of the Borrower in
ascending order of the Competitive Bid Rates up to an aggregate amount equal to
the Requested Amount specified in the relevant Competitive Bid Confirmation
Letter provided that:-


 


3.7.1                        if there is a Competitive Bid
which would not on this basis be accepted in full then such Competitive Bid
shall be partially accepted in an amount which when aggregated with the amount
of all other Competitive Bids accepted is equal to the Requested Amount; or


 


3.7.2                        if there are two or more
Competitive Bids with the same Competitive Bid Rates which would not on this
basis be accepted in full then each such Competitive Bid shall be partially
accepted by the Agent on behalf of the Borrower on a pro rata basis.


 


3.8                                 Drawdown The Agent
shall notify each bidding Bank at the Specified Time whose Competitive Bid has
been accepted (and if so, in what amount and at what Competitive Bid Rate), and
each successful bidder will thereupon become bound, subject to the other
applicable conditions hereof, to make a Competitive Advance available to the
Borrower through the Agent in the amount and at the rate so notified to it.


 


3.9                                 Pro Rata Reduction of
Commitments On each occasion that a Competitive Advance is made available by a
Bank to the Borrower (i) the Maximum Facility Amount shall reduce by the amount
of such Competitive Advance and (ii) the Commitments of the Banks shall be
reduced pro rata by the amount of such


 


24

















 


Competitive Advance in accordance with Clause 2.4.3 for the period
during which the Competitive Advance is outstanding. On each occasion on which
a Competitive Advance is repaid the amount of such Competitive Advance shall be
available for drawing again under the Facility, in accordance with and subject
to the provisions of this Agreement.


 


4                                          Conditions Precedent and Subsequent


 


4.1                                 Conditions Precedent -
First Drawing Before any Bank shall have any obligation to advance the first
Drawing under the Facility, the Borrower shall pay to the Agent the relevant
fees referred to in Clause 10 and the Fee Letter and deliver or cause to be
delivered to or to the order of the Agent the following documents and
evidence:-


 


4.1.1                        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.


 


4.1.2                        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 SNSA) 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 or Competitive Bid Request to which that Security Party is or is
intended to be a party and all matters incidental thereto.


 


4.1.3                        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 shareholders of that
Security Party and (ii) issued by each Security Party’s company registry
confirming due incorporation and valid


 


25

















 


existence and (when such information is maintained by the registry) the
names of its directors and shareholders.


 


4.1.4                        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.


 


4.1.5                        Vessel documents Photocopies,
certified as true, accurate and complete by a director or the secretary of the
Shipowning Guarantor of (in respect of each Vessel):-


 


(a)                                  any time charterparty
or bareboat charterparty of that Vessel which will be in force on the first
Advance Date and which exceeds twelve (12) months duration which is entered
into with an entity which is not a member of the SNSA Group;


 


(b)                                 the Management
Agreement relating to that Vessel which is in force at the time of this
Agreement; and


 


(c)                                  that Vessel’s current
Safety Construction, Safety Equipment, Safety Radio and Load Line Certificates;


 


(d)                                 if required by law and
that Vessel is operating in the waters of the United States of America, that
Vessel’s current Certificate of Financial Responsibility issued pursuant to the
United States Oil Pollution Act 1990;


 


(e)                                  where applicable,
that Vessel’s current SMC; and


 


(f)                                    where applicable,
each Company’s current DOC


 


in each case together with all addenda, amendments or supplements.


 


4.1.6                        Evidence of ownership In
respect of each Vessel, certificate(s) of ownership and encumbrance (or
equivalent) issued by the Registrar of Ships (or equivalent official) at the
Vessel’s port of registry confirming that such Vessel is on the first Advance
Date owned by her Shipowning Guarantor and free of registered Encumbrances.


 


26

















 


4.1.7                        Evidence of insurance Evidence
that each Vessel is insured in the manner required by the Security Documents
and that letters of undertaking will be issued in the manner required by the
Security Documents, together with (if required by the Agent) the written
approval of the Insurances by an insurance adviser appointed by the Agent.


 


4.1.8                        Confirmation of class A
Certificate of Confirmation of Class for hull and machinery (dated not more
than seven days before the first Advance Date) confirming that each Vessel is
classed 100 A 1 by Lloyd’s Register of Shipping, or + A1 by Det norske Veritas,
or with the highest applicable class necessary to operate such vessel of the
American Bureau of Shipping or such other classification society as may be
acceptable to the Agent.


 


4.1.9                        Valuations A Valuation of each
Vessel addressed to the Agent.


 


4.1.10                  The Security Documents The Security
Documents, together with all notices and other documents required by any of
them, duly executed and, in the case of the Mortgages, registered with first
priority through the Registrar of Ships (or equivalent official) at the port of
registry of the Vessel concerned.


 


4.1.11                  Drawdown Notice A Drawdown Notice.


 


4.1.12                  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.


 


4.1.13                  Managers’ subordination confirmation
letter The written confirmation of the Managers that they will (i) remain the
commercial and technical managers of the Vessels throughout the Facility Period
and will manage the Vessels in accordance with good standard ship management
practice and (ii) subordinate all their rights in relation to the Vessels to
those of the Finance Parties.


 


4.1.14                  The Fee Letter The Fee Letter
countersigned on behalf of the Borrower and the Guarantors by way of acceptance
of its terms.


 


27

















 


4.1.15                  Legal opinions Confirmation
satisfactory to the Agent that all legal opinions required by the Agent on
behalf of the Banks will be given substantially in the form required by the
Agent on behalf of the Banks.


 


4.1.16                  Accounts The consolidated audited
accounts of SNSA for its financial year just ended, certified by a director or
the chief financial officer of SNSA, as fair and accurate.


 


4.1.17                  Material Adverse Change Evidence that
no material adverse change has occurred since 30 November 2000 in the
business, assets, operations, conditions (financial or otherwise) or prospects
of SNSA or its Subsidiaries or in the facts and information regarding such
entities as represented to date.


 


4.1.18                  Corporate Structure Evidence of the
financial condition of the SNSA Group and the actual corporate structure of the
SNSA Group insofar as it relates to the Security Parties.


 


4.1.19                  Margin Such evidence as the Agent
shall require in order to set the Margin.


 


4.2                                 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:-


 


4.2.1                        Evidence of registration Within
five (5) Business Days of the first Advance Date, evidence of registration of
the Mortgages, in each case with first priority with the Registrar of Ships (or
equivalent official) at the port of registry of the Vessel concerned.


 


4.2.2                        Letters of undertaking Letters
of undertaking as required by the Security Documents in form and substance
acceptable to the Agent.


 


4.2.3                        Legal opinions Such legal
opinions as the Agent on behalf of the Banks shall require pursuant to Clause
4.1.15.


 


4.2.4                        Companies Act registrations
Evidence that the prescribed particulars of the Security Documents have been
delivered to the Registrar of Companies of England and Wales and the Isle of
Man within the statutory time limit.


 


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4.2.5                        Master’s receipts The master’s
receipt for each of the relevant Mortgages.


 


4.3                                 Conditions Precedent -
Subsequent Drawings Before any Bank shall have any obligation to advance any
subsequent Drawings under the Facility (other than any Competitive Advances) ,
the Borrower shall deliver or cause to be delivered to the order of the Agent,
a Drawdown Notice, in addition to the documents and evidence referred to in
Clause 4.1 where such documents and evidence have not already been delivered to
and received by the Agent.


 


4.4                                 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 4.1 or
Clause 4.3 (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 4.1 or Clause 4.3 (as the case may be).


 


4.5                                 Form and content All
documents and evidence delivered to the Agent pursuant to this Clause shall:-


 


4.5.1                        be in form and substance
acceptable to the Agent;


 


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


 


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


 


4.6                                 Event of Default No
Bank shall be under any obligation to advance any part of its Commitment nor to
act on any Drawdown Notice nor make any Competitive Advance 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 or if, after
giving effect to such Drawing or Competitive Advance, the aggregate Valuations
(which were last delivered to the Agent pursuant to this Agreement) of the
Vessels plus any other security (other than cash) provided


 


29

















 


pursuant to Clause 13.2.2 would be less than one hundred and
twenty-five per centum (125%) of the Original Dollar Amount (less the amount of
any cash deposited as additional security pursuant to Clause 13.2.2).


 


5                                          Representations and Warranties


 


The Borrower and each of 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 representations and warranties contained in Clauses 5.6, 5.7(a) and 5.13
shall only be made on the first Advance Date):-


 


5.1                                 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 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 and are acting on
their own account.


 


5.2                                 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
except if such insolvency should arise in relation to a Shipowner in the
circumstances where a demand has been made under the Shipowners’ Guarantee. For
this purpose a Security Party will be deemed insolvent if it is unable to pay
its debts within the meaning of S.123 of the Insolvency Act 1986 save in
relation to the exception referred to in the previous sentence.


 


5.3                                 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, and (in the case of the Borrower) no utilisation
of the Facility will cause any limit or restriction on its borrowing or


 


30

















 


other powers (however imposed), or on the right or ability of its
directors to exercise those powers, to be exceeded or breached.


 


5.4                                 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.


 


5.5                                 Registrations and
consents With the exception only of the registrations referred to in Clause
4.2, 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 Guarantor is aware of any event 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.


 


5.6                                 Disclosure of material
facts Neither the Borrower nor either Guarantor 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, and the most recently published
consolidated annual financial statements of the SNSA Group give a true and fair
view of the state of affairs of the SNSA Group on the date as at which those
financial statements were prepared.


 


5.7                                 No material litigation
Except for those matters disclosed in writing to the Arrangers and where such
disclosure has been accepted by the Arrangers, 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 (a)
which would, or would be likely to, have a materially adverse effect on the
business, assets, condition (financial or otherwise) or creditworthiness of any
of


 


31

















 


the Security Parties or (b) which might reasonably be expected
adversely to affect the legality, validity or enforceability of any of the
Security Documents.


 


5.8                                 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, 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.


 


5.9                                 No deductions Except
as disclosed to the Agent in writing, to the best of their knowledge and 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.


 


5.10                           Filings Each Security Party
has complied with all filing or registration requirements relative to each
place in which it carries on business.


 


5.11                           Use of Facility The Facility
will be used for the purposes specified in Recital (B).


 


5.12                           Subsidiaries Save as a result
of any merger or amalgamation effected pursuant to Clause 13.1.3, each of the
Shipowning Guarantors is and will remain throughout the Facility Period a
directly or indirectly wholly owned subsidiary of SNSA.


 


5.13                           Material Adverse Change
There has been no material adverse change in the condition (financial or
otherwise) of the Borrower or either Guarantor since 30 November 2000.


 


5.14                           SNSA’s company Status SNSA
operates as a milliardaire holding company and finance holding company under
Luxembourg law pursuant to the terms of a letter of the “Administration de
l’Enregistrement et des Domaines” dated 14 September 1984.


 


5.15                           Liabilities There are no
liabilities (contingent or otherwise) of the SNSA Group which were not
disclosed by the most recently published consolidated financial statements of
the SNSA Group (or by the notes thereto) or reserved against


 


32

















 


therein except where such disclosure or reserve is not required by US
GAAP, nor any unrealised or anticipated losses arising from commitments entered
into by any member of the SNSA Group which were not so disclosed or reserved
against but which, if they had been disclosed or reserved against, would have
materially affected the content of those financial statements.


 


5.16                           Investment Business The
Borrower is not carrying on investment business in or from within Bermuda
within the meaning of the Investment Business Act 1998 of Bermuda.


 


6                                          Currency


 


6.1                                 Selection of Permitted
Currency The Borrower may from time to time in accordance with this Clause
select the Permitted Currency in which it wishes a Drawing (other than a
Competitive Advance) to be denominated. Any such selection made by the Borrower
shall be contained in the Drawdown Notice relating to the Drawing in question.
Once a Permitted Currency in respect of a Drawing is selected such Drawing
shall remain denominated in such Permitted Currency until its repayment in
accordance with this Agreement.


 


6.2                                 Conditions precedent
to denomination in a Permitted Currency The denomination of a Drawing in a
Permitted Currency pursuant to this Clause shall be subject to the following:-


 


6.2.1                        no Drawing may at any time
during the Facility Period be denominated in more than one Permitted Currency
and any notice requesting denomination of the Drawing in more than one
Permitted Currency shall be of no effect; and


 


6.2.2                        denomination of a Drawing in
the Permitted Currency selected by the Borrower shall not be effected if the
Agent certifies by notice in writing to the Borrower, which notice shall be
final and conclusive, that deposits in the Permitted Currency selected for the
amount of the relevant Drawing and for the Interest Period selected are not
available to the Banks in the normal course of business in the London Interbank
market on the relevant date.


 


6.3                                 Non-availability of
Permitted Currency If, in any Permitted Currency selected, deposits of the
specified amount and for the specified Interest Period are not


 


33

















 


available to any of the Banks in the normal course of business in the
London Interbank market on the relevant date, or if the Borrower fails to
specify a Permitted Currency for a Drawing, the Agent shall notify the
Borrower, and with the consent of the Borrower, that Drawing shall be
denominated in Dollars for the duration of the relevant Interest Period,
otherwise the Drawing will be cancelled.


 


6.4                                 Repayment During each
Interest Period in which a Drawing is denominated in a Permitted Currency other
than Dollars, the obligation of the Borrower to repay the Drawing and to pay
interest shall be an obligation to repay that Drawing and to pay interest on
that Drawing in the Permitted Currency in which the Drawing is then
denominated, whether or not the Facility Outstandings or any part thereof shall
have become repayable by acceleration or otherwise.


 


6.5                                 Further assurance The
Borrower shall execute or procure the execution of such further documents as
the Agent may reasonably require from time to time in order to preserve and
maintain the validity of the Security Documents as full security for the
repayment of the Indebtedness.


 


6.6                                 Currency fluctuations
If on the last day of an Interest Period the Agent shall determine that the
Facility Outstandings if converted into Dollars on such date (the “Conversion
Amount”) exceeds the Maximum Facility Amount, then the Borrower shall
immediately pay to the Agent (on behalf of the Banks) the amount, denominated
in any Permitted Currency on such date, by which the Conversion Amount exceeds
the Maximum Facility Amount.


 


7                                          Repayment and Prepayment


 


7.1                                 Repayment Each Drawing
(other than any Competitive Advance) 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 8, provided that the Borrower shall not be permitted to select and shall
not be deemed to have selected 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. Each
Competitive Advance shall be repaid by the Borrower to the Agent on behalf of
the Bank(s) making that Competitive Advance on the last day of the term of the
Competitive Advance in question. In addition, the Borrower shall from time to
time repay to the Agent as agent for the Banks such amounts of the


 


34

















 


Facility Outstandings as will ensure that the Original Dollar Amount
does 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.


 


7.2                                 Prepayment Subject to
Clause 7.4, the Borrower may prepay the Facility Outstandings in whole or in
part in a minimum amount of ten million Dollars ($10,000,000) or any greater
whole number of millions of Dollars, or its Equivalent Amount in a Permitted
Currency where applicable, (or as otherwise may be agreed by the Agent)
provided that it has first given to the Agent not fewer than five Business
Days’ prior written notice expiring on a Business Day of its intention to do
so. Any notice pursuant to this Clause 7.2 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.


 


7.3                                 Prepayment indemnity
If the Borrower shall, subject always to Clause 7.2, 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.


 


7.4                                 Application of
prepayments Any prepayment (including for the avoidance of doubt any sums
received by the Agent in respect of the Insurance Proceeds Amount) in an amount
less than the Indebtedness shall be applied in satisfaction or reduction first
of any costs and other expenses outstanding; secondly of all interest accrued
with respect to the outstanding Drawings (other than Competitive Advances) in
the currency in which the prepayment is to be made; thirdly of the outstanding
Drawings (other than Competitive Advances) in the currency in which the
prepayment is to be made in inverse order of maturity, fourthly of all other
interest accrued; and fifthly of all other outstanding Drawings (other than
Competitive Advances) in inverse order of maturity. Competitive Advances may
not be prepaid without the specific consent of the Banks making the Competitive
Advance in question.


 


7.5                                 Reborrowing of
prepayments Any amount prepaid pursuant to this Agreement may be reborrowed in
accordance with Clause 2.4.2, subject to compliance with Clause 13.2.2.


 


35

















 


8                                          Interest


 


8.1                                 Interest Periods The
period during which any Drawing (other than a Competitive Advance) shall be
outstanding pursuant to this Agreement shall be divided into consecutive
Interest Periods of one, two, three or six months’ duration, as selected by the
Borrower by written notice to the Agent not later than 11.00 a.m. on the third
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. If, in
respect of any Drawing, the Borrower fails to select an Interest Period in
accordance with this Clause, the Borrower shall (subject to Clause 7.1) be
deemed to have selected an Interest Period for that Drawing of three months’
duration.


 


8.2                                 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 8.1. Any subsequent Interest
Period selected or deemed 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 or deemed selected in
accordance with Clause 8.1. However, in respect of any Drawings outstanding on
the Termination Date, the Interest Period applicable to such Drawings shall end
on the Termination Date.


 


8.3                                 Interest rate During
each Interest Period, interest shall accrue on each Drawing (other than any
Competitive Advances) at the rate determined by the Agent to be the aggregate
of (a) the applicable Margin, (b) LIBOR and, if applicable, (c) the Additional
Rate, 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. The
Margin may be adjusted if necessary on any Margin Review Date during the
Interest Period. The rate of interest applicable to any Competitive Advance
shall be the Competitive Bid Rate applicable to that Competitive Advance.


 


8.4                                 Accrual and payment of
interest During the Facility Period, 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


 


36

















 


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, and (in respect of any Competitive Advance)
on last day of the term of that Competitive Advance.


 


8.5                                 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).


 


8.6                                 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 reasonable discretion determine,
which interest shall be payable from time to time by the Borrower to the Agent
on behalf of the Banks on demand.


 


8.7                                 Determinations
conclusive Each determination of an interest rate made by the Agent in accordance
with Clause 8 shall (save in the case of manifest error or on any question of
law) be final and conclusive.


 


9                                          Guarantee and Indemnity


 


9.1                                 The Borrower’s
Obligations In consideration of the agreement of the Banks to make the Facility
available to the Borrower, the Guarantors jointly and severally:-


 


9.1.1                        irrevocably and unconditionally
guarantee to discharge on demand the Borrower’s Obligations, including Default
Interest from the date of demand until the date of payment, both before and
after judgement; and


 


9.1.2                        agree, as a separate and
independent obligation, that, if any of the Borrower’s Obligations are not
recoverable from either Guarantor under Clause 9.1.1 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 agree to discharge
their liability under this Clause 9.1.2 on demand together with Default Interest


 


37

















 


from the date of demand until the date of payment, both before and
after judgement.


 


9.2                                 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.


 


9.3                                 Preservation of
Guarantors’ Liability


 


9.3.1                        The Banks may without the
Guarantors’ consent and without notice to the Guarantors 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;


 


(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 the Guarantors under
the Guarantee.


 


38

















 


9.3.2                        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;


 


(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 either Guarantor to the Finance
Parties had the liability of that Guarantor under Clause 9.1.1 been as a
principal debtor of the Finance Parties and not as a guarantor.


 


9.4                                 Preservation of Banks’
Rights


 


9.4.1                        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


 


39

















 


any such security, guarantee or indemnity or any contractual or legal
right of each Finance Party.


 


9.4.2                        Any release, settlement,
discharge or arrangement relating to the liabilities of either Guarantor 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 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.


 


9.4.3                        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 reasonable
discretion that they will not have to make any payment under any law referred
to in Clause 9.4.2.


 


9.4.4                        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


 


40

















 


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


 


9.4.5                        The Guarantors’ Liabilities
shall be continuing for all purposes (including Default 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.


 


9.4.6                        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.


 


9.4.7                        The Finance Parties may enforce
the Guarantee either before or after resorting to any other means of payment or
enforcement and, in the latter case, without entitling the Guarantors 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.


 


9.5                                 Other Security The
Guarantors confirm that they have 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 that Guarantor in trust for the Agent on behalf of the Finance Parties
absolutely as a continuing security for the Guarantors’ Liabilities.


 


41

















 


10                                    Fees


 


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


 


10.2                           The Borrower shall pay to
the Agent, for the account of the Banks in accordance with their Proportionate
Shares, Commitment Commission in Dollars at the rate of forty-five per centum
(45%) of the applicable Margin per annum on any undrawn part of the Facility
after the Execution Date. 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 quarterly in arrears on each Margin Review Date from the Execution Date
until the Termination Date based upon the Margin in effect from time to time.
Where any Commitment Commission is due and payable prior to the first Advance
Date the applicable Margin shall be the Margin that would have applied to the
Facility if all or any part of the Facility had been advanced under this
Agreement. For the avoidance of doubt, Competitive Advances shall not reduce
the undrawn amount of the Facility for the purpose of calculating Commitment
Commission.


 


11                                    Security Documents


 


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:-


 


11.1                           the Mortgages and Deed of
Covenants a first preferred and/or first priority mortgage together, where
applicable, with a collateral deed of covenants, over each Vessel;


 


11.2                           the Assignments a deed of
assignment of the Insurances, Earnings and Requisition Compensation of each
Vessel; and


 


11.3                           the Shipowners’ Guarantee
the joint and several guarantee and indemnity of the Shipowning Guarantors.


 


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12                                    Agency and Trust


 


12.1                           Appointment Each of the
Banks, the Arrangers and the Documentation Agent 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 12.4 and 12.19, 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.


 


12.2                           Authority Subject to Clause
12.4, each of the Banks and the Arrangers irrevocably authorises the Agent,
acting on the instructions from time to time of an Instructing Group:-


 


12.2.1                  to give or withhold any consents or
approvals; and


 


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


 


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


 


under or pursuant to any of the Security Documents 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.


 


12.3                           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 Security 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 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:-


 


43

















 


12.3.1                  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


 


12.3.2                  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


 


12.3.3                  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.


 


12.4                           Limitations on authority
Except with the prior written consent of each of the Banks, the Agent shall not
be entitled to :-


 


12.4.1                  release or vary any security given
for the Borrower’s obligations (including, without limitation, security in
respect of the Vessels) under this Agreement; nor


 


12.4.2                  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; nor


 


12.4.3                  change the meaning of the expression
“Instructing Group”; nor


 


12.4.4                  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


 


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


 


44

















 


12.4.6                  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 (including, without
limitation, any increase in respect of its Commitment); nor


 


12.4.7                  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


 


12.4.8                  agree to amend this Clause 12.4; nor


 


12.4.9                  agree to amend Clauses 1.1.66
(Margin), 8.3, 10.2 or 14; nor


 


12.4.10            agree to increase the Maximum Facility
Amount.


 


12.5                           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.


 


12.6                           Acknowledgement Each of the
Banks and the Arrangers acknowledges that:-


 


12.6.1                  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;


 


12.6.2                  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;


 


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


 


12.6.4                  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.


 


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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.


 


12.7                           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:-


 


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


 


12.7.2                  the financial condition of any of the
Security Parties;


 


12.7.3                  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;


 


12.7.4                  the negotiation, execution,
effectiveness, genuineness, validity, enforceability, admissibility in evidence
or sufficiency of any of the Security Documents or of any document executed or
delivered pursuant to or in connection with any of the Security Documents.


 


12.8                           The Agent’s rights The Agent
may:-


 


12.8.1                  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


 


12.8.2                  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


 


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


 


12.8.4                  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


 


46

















 


12.8.5                  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


 


12.8.6                  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.


 


12.9                           The Agent’s duties The Agent
shall:-


 


12.9.1                  if requested in writing to do so by
an Instructing Group, 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


 


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


 


12.9.3                  inform the Banks promptly of any
disclosures in writing received by the Agent pursuant to Clause 5.7.


 


12.10                     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.


 


12.11                     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.


 


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12.12                     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:-


 


12.12.1            all amounts payable by the Borrower to the
Agent pursuant to Clause 20 to the extent that those amounts are not paid by
the Borrower;


 


12.12.2            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.


 


12.13                     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.


 


12.14                     Distribution of payments The Agent
shall pay promptly to the order of each of the Banks that Bank’s Proportionate
Share (or, after any declaration by the Agent pursuant to Clause 15.1, that
Bank’s Security Share) of every sum of money received by the Agent pursuant to
the Security Documents or the Mortgagees’ Insurances (with the exception of (a)
any amounts payable pursuant to Clause 10.1 and/or the Fee Letter or (b) any
amounts which, by the terms of the Security Documents, are paid to the Agent
for the account of the Agent or the Syndication Agents alone or specifically
for the account of one or more Banks or Arrangers) which , until so paid, shall
be held by the Agent on trust absolutely for that Bank, that Arranger or the
Syndication Agents (or as the case may be).


 


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12.15                     Reimbursement The Agent shall have
no liability to pay any sum to any Finance Party or Security Party until it has
itself received payment of that sum. If, however, the Agent does pay any sum to
any Finance Party or Security Party on account of any amount prospectively due
to it pursuant to Clause 12.14 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 by the terms
of the Security Documents or the Mortgagees’ Insurances, 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 or the Mortgagees’ Insurances and ending on the date on
which the Agent receives reimbursement.


 


12.16                     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 (or, after
any declaration by the Agent pursuant to Clause 15.1, that Bank’s Security
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:-


 


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


 


12.16.2            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


 


12.16.3            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


 


49

















 


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.


 


12.17                     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 (or, as appropriate, their Security 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 12.16.3 shall apply only to the
retained amount.


 


12.18                     Proceedings Each of the Finance
Parties shall notify the Agent 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.


 


12.19                     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 five 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, (i) that Bank shall be
bound by the decision of the Agent, (ii) that Bank shall have no vote for the
purposes of this Clause and (iii) the combined Proportionate Shares of the
other Banks who provided such instructions shall be deemed to contribute 100%.
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.


 


50

















 


12.20                     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 one of the Banks), and in the case of the
other Banks, at the address indicated in Schedule 1 or such other addresses
as shall be duly notified in writing to the Agent on behalf of the Banks.


 


12.21                     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.


 


12.22                     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:-


 


12.22.1            the Agent may, by not less than fourteen
days’ notice to each of the other parties to this Agreement, appoint any
holding or subsidiary company of the Agent, or any other subsidiary (direct or
indirect) of the Agent’s ultimate holding company as its successor;


 


12.22.2            if the Agent does not appoint a successor
in accordance with Clause 12.22.1, an Instructing Group may, with the consent
of the Borrower, not to be unreasonably withheld, 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, the Agent may, with the consent of the
Borrower, not to be unreasonably withheld, appoint any other bank or financial
institution as its successor;


 


12.22.3            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;


 


12.22.4            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;


 


12.22.5            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.


 


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12.23                     No fiduciary relationship Except
as provided in Clauses 12.3 and 12.14, the Agent shall not have any fiduciary
relationship with or be deemed to be a trustee of or for a Bank or an Arranger
and nothing contained in any of the Security Documents shall constitute a
partnership between any two or more Banks or Arrangers or between the Agent and
any Bank or Arranger.


 


12.24                     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.


 


12.25                     Syndication Agents and
Documentation Agent Each of the Finance Parties agrees, for the avoidance of
doubt, that the Syndication Agents and the Documentation Agent have no duties
in their capacities as Syndication Agents and Documentation Agent under the
Security Documents.


 


13                                    Covenants


 


The Borrower and each of either Guarantor covenants with the Finance
Parties in the following terms.


 


13.1                           Negative covenants


 


Neither the Borrower nor the Guarantor, will:-


 


13.1.1                  no third party rights without the Banks’
prior written consent permit any of the Shipowning Guarantors to create or
permit to arise or continue any Encumbrance on or over all or any part of its
assets or undertaking (including, without limitation, accounts receivable)
other than Permitted Liens; nor


 


13.1.2                  no change in management without the
prior written consent of an Instructing Group, permit the appointment of anyone
other than the Managers as commercial or technical managers of the Vessels, nor
terminate or amend any Management Agreement and/or the arrangements for the
commercial or technical management of the Vessels in a manner which is, in the
reasonable opinion of the Agent, detrimental to the interest of the Finance
Parties or any of them, nor permit the Managers to sub-contract or delegate the
commercial or technical management of any Vessel to any third party outside the
SNSA Group provided that any termination or amendment of any


 


52

















 


Management Agreement and/or management arrangements referred to above
with a member of the SNSA Group shall not be deemed to be detrimental to the
interests of the Finance Parties or any of them where any new manager (being
within the SNSA Group) enters into an agreement with the Agent subordinating its
rights in the Vessel to those of the Banks in terms substantially the same as
contained in those agreements/arrangements entered into immediately before such
amendment; nor


 


13.1.3                  merger or amalgamation without the
prior written consent of an Instructing Group, permit any merger or
amalgamation of all or part of any Security Party unless (i) the Security Party
in question remains the surviving entity following any such merger or
amalgamation (or if the merger or amalgamation involves more than one of the
Shipowning Guarantors, that 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 the merging or amalgamating
entities with its core business of chemical transportation maintained; and
(iii) in the case of SNSA only, such merger or amalgamation has been approved
by a duly passed resolution of SNSA’s shareholders if required by applicable
law; nor


 


13.1.4                  no sale of Vessels/Shipowning
Guarantors without the prior written consent of the Banks sell or cause to be
sold or dispose or cause to be disposed of in whole or in part any Vessel or
the shares in any Shipowning Guarantor nor agree to do so unless (i) after the
sale or disposal the Security Parties remain in full compliance with all other
terms of the Security Documents or (ii) if the sale is of a Vessel, the sale or
disposal, in whole or in part, is made to a member of the SNSA Group approved
by the Agent (which approval will not be unreasonably withheld) which will
become a Shipowning Guarantor upon the acquisition of such Vessel and which
will execute and deliver to the Agent a Shipowner’s Guarantee, a Mortgage, a
Deed of Covenants (if required by the Agent) and an Assignment in respect of
such Vessel in substantially the same terms as those Security Documents already
executed in favour of and delivered to the Agent which shall be accompanied by
such corporate documents and legal


 


53

















 


opinions as the Agent may request (and upon any sale or disposal of a
Shipowning Guarantor or all of its Vessels such Shipowning Guarantor’s
obligations under the Security Documents to which it is a party will terminate
provided that no Event of Default has occurred and the provisions of Clause
13.1.4(i) or (ii), as the case may, be have been fully complied with) or (iii)
any such Vessel is replaced by a similar asset acceptable to the Banks in their
sole discretion of equal or greater value; nor


 


13.1.5                  sale of other assets procure that no
member of the SNSA Group shall, without the prior written consent of an
Instructing Group, sell, lease, transfer or otherwise dispose of, by one or
more transactions or series of transactions (whether related or not) the whole
or any part of its property or assets (other than in accordance with Clause
13.1.4) except on arm’s length commercial terms or to another member of the
SNSA Group.


 


13.2                           Positive covenants


 


13.2.1                  Registration of Vessels The Borrower
and each of the Guarantors undertake to procure the maintenance of the
registration of the Vessels under the flags and ownerships indicated in
Schedule 4 for the duration of the Facility Period unless otherwise
approved by an Instructing Group in writing.


 


13.2.2                  Additional security If and so often
as the aggregate of any Valuations of the Vessels plus the value of any
additional security (other than cash) for the time being provided to the Banks
(or to the Agent on their behalf) pursuant to this Clause shall be less than
one hundred and twenty-five per centum (125%) of the Original Dollar Amount
(less the amount of any cash deposited as additional security pursuant to this
Clause) the Borrower will, within ten (10) days of the request of the Agent to
do so (the “Option Period”) , at the Borrower’s option:-


 


(a)                                  advise the Agent that
it will pay to the Agent or to its nominee a cash deposit in the amount of the
shortfall to be secured in favour of the Banks (or of the Agent on their
behalf) as additional security for the payment of the Indebtedness, such cash
deposit to


 


54

















 


be provided within two (2) Business Days of the end of the Option
Period; or


 


(b)                                 advise the Agent that
it will give to the Banks (or to the Agent on their behalf) other additional
security in amount and form acceptable to the Banks in their discretion, such
additional security to be delivered and registered within twenty days of the
end of the Option Period; or


 


(c)                                  advise the Agent that
it will prepay the amount of the Indebtedness which will ensure that the
aggregate of the Valuations of the Vessels plus the value of any such
additional security (other than cash) is not less than one hundred and
twenty-five per centum (125%) of the Original Dollar Amount (less the amount of
any cash deposited as additional security pursuant to this Clause), such
prepayment to be made within five days of the end of the Option Period.


 


For the purpose of determining the value of a Vessel under this Clause,
where such Vessel constitutes a Total Loss its value shall be deemed to be the
lesser of (i) the last Valuation in respect of that Vessel prior to it becoming
a Total Loss or (ii) the amount of insurance proceeds reasonably expected to be
paid in respect of any insurance claim relating to the Total Loss of such
Vessel.


 


Clauses 7.3, 7.4 and 7.5 shall apply, mutatis mutandis, to any
prepayment made pursuant to this Clause and the value of any additional
security provided pursuant to this Clause shall be determined by (i) the Agent
in relation to any cash deposit, (ii) a Valuation in relation to any new ship
security and (iii) an Instructing Group in their discretion in respect of any
other security. Where the Borrower has provided additional security pursuant to
this Clause, the Borrower may request that the Agent obtain new valuations
thereon (provided that with respect to Vessels utilised as additional security,
the procedure for obtaining Valuations shall be followed) on a date falling not
earlier than six months after the date such additional security was provided.
If the aggregate of the new Valuations of the Vessels plus the value of any
additional security (other than cash) (the “New Security Amount”) is


 


55

















 


greater than the Security Maintenance Amount provided that no Event of
Default has occurred and is continuing, the Agent (provided that the Agent
shall firstly release any cash collateral deposited with it pursuant to this
Clause) shall release to the Borrower, upon the Borrower’s written request and
at the Borrower’s expense, any such additional security as the Borrower selects
with the consent of the Agent (such consent not be unreasonably withheld), such
that after its release the New Security Amount will at least be equal to the Security
Maintenance Amount, provided, however, that the value of such security to be
released is not less than five hundred thousand Dollars ($500,000). For the
purposes of this Clause the Borrower shall at its expense throughout the
Facility Period deliver to the Agent a Valuation in respect of each Vessel (i)
at least annually after the Execution Date and (ii) at any time reasonably
requested by the Agent.


 


13.2.3                  Financial statements The Borrower
will supply to the Agent (with sufficient copies for distribution to each of
the Banks), without request:-


 


(a)                                  on a consolidated
basis:-


 


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


 


(ii)                                  SNSA’s unaudited
consolidated quarterly financial statements not later than 90 days after the
end of the relevant fiscal quarter; and


 


(b)                                 the annual update to
the SNSA Group’s three year plan when approved by SNSA’s board of directors.


 


13.2.4                  Other information The Borrower will
promptly supply to the Agent (with sufficient copies for distribution to each
of the Banks) copies of all financial and other information from time to time
given by SNSA to its shareholders (provided that any information made available
to the public on SNSA’s World Wide Web site shall be deemed supplied for this
purpose) and such information and explanations as an Instructing


 


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Group may from time to time reasonably require in connection with the
operation of the Vessels and the Borrower’s and the Guarantors’ profit and
liquidity, and will procure that the Agent be given the like information and
explanations relating to all other Security Parties.


 


13.2.5                  Evidence of current COFR Without
limiting the Borrower’s obligations under Clause 13.2.4, the Borrower will from
time to time on the request of the Agent provide the Agent with such evidence
as the Agent may reasonably require that each Vessel operating in the waters of
the United States of America has a valid and current Certificate of Financial
Responsibility pursuant to the United States Oil Pollution Act 1990.


 


13.2.6                  ISM Code compliance In respect of
each Vessel at any time subject to the ISM Code the Borrower will:-


 


(a)                                  procure that the
Vessel remains for the duration of the Facility Period subject to a SMS;


 


(b)                                 maintain a valid and
current SMC for the Vessel throughout the Facility Period;


 


(c)                                  if it is not itself
the Company, procure that the Company maintains a valid and current DOC
throughout the Facility Period;


 


(d)                                 promptly report to the
Agent in writing of any actual or threatened withdrawal, suspension, cancellation
or modification of the Vessel’s SMC or of the Company’s DOC;


 


(e)                                  promptly report to
the Agent in writing (i) any accident involving a Vessel which may result in
that Vessel’s insurers making payment directly to the Agent in accordance with
the relevant Security Documents or (ii) any “major non-conformity”, as that
term is defined in the Guidelines on the Implementation of the International
Safety Management Code by Administrations adopted by the Assembly of the
International Maritime Organisation pursuant to Resolution A.788(19), and of
the steps being taken to remedy the situation; and


 


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(f)                                    not without the
prior written consent of the Agent (which will not be unreasonably withheld)
change the identity of the Company.


 


13.2.7                  Insurances The Borrower shall ensure
that each of the Vessels is fully insured upon the terms and conditions set
forth in the Mortgages or Deed of Covenants (as the case may be). In addition,
the Borrower and each of the Guarantors shall ensure that its property and
assets are insured against such risks and in such amounts as are customary for
companies engaged in similar businesses with reputable and financially sound
insurers.


 


13.2.8                  Classification The Borrower shall
ensure that each Vessel is classed and maintained as 100 A1 by Lloyd’s Register
of Shipping, or + A1 by Det norske Veritas, (in each case modified, as
appropriate, from time to time), or with the highest applicable class necessary
properly to operate such Vessel of the American Bureau of Shipping or such
other classification society acceptable to the Agent, and that such
classification will be maintained and not changed in any way during the
Facility Period, (or in the event of any change of classification immediate
steps are taken to restore such classification within one (1) month from the
date on which such change occurred).


 


13.2.9                  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
of SNSA occurring during the Facility Period certifying (inter alia) compliance
with the covenants contained in Clause 13.3.


 


13.2.10            Inspection of records The Borrower and each
of 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.


 


13.2.11            Notification of Event of Default The
Borrower and each of 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 ability of the Borrower or of
either of the Guarantors to perform its obligations


 


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under this Agreement or the ability of any of the other Security
Parties to perform any of their obligations under any of the Security Documents
to which they are a party or may become a party to.


 


13.2.12            Additional Filings/Notification The Borrower
and each of the Guarantors shall ensure that (i) any additional filings
required to ensure continuing compliance with Clause 5.10 will be made and/or
effected promptly and within any applicable time limits imposed by law; and
(ii) the Agent is immediately notified if any of the Security Parties (a) has
an established place of business in the United Kingdom or the United States of
America at any time during the Facility Period or (b) changes the place of its
chief executive office or principal place of business in the United States of
America.


 


13.2.13            Pari Passu The Borrower and each of 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.


 


13.2.14            Corporate Existence Save as permitted by
Clause 13.1.3, the Borrower and each of 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 each 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.


 


13.2.15            Admissibility In Evidence The Borrower and
each of 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


 


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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.


 


13.2.16            Compliance with law The Borrower and the
Guarantors will comply (and will procure that each of the Shipowning Guarantors
complies) in all material respects with the requirements of all applicable law
(including, without limitation, any environmental law).


 


13.2.17            Payment of Taxes The Borrower and the
Guarantors will ensure that all Taxes, the non-payment of which might
reasonably be expected to have a material adverse effect on the financial
condition of any of the Security Parties or of the SNSA Group are paid promptly
and will provide the Agent with details of any demand issued for such Taxes.


 


13.2.18            Maintenance of records The Borrower and the
Guarantors will ensure that all of their accounting and other records
(including operational records relating to all vessels and containers owned by,
or leased to, members of the SNSA Group) are kept up to date and in such places
as they are easily accessible in the event that the Agent wishes to inspect
them pursuant to Clause 13.2.11.


 


13.3                           SNSA’s Financial Covenants
Throughout the Facility Period SNSA shall:-


 


13.3.1                  maintain a Consolidated Tangible Net
Worth of not less than six hundred million Dollars ($600,000,000) or the
equivalent in any other currency;


 


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


 


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


 


14                                    Earnings


 


Remittance of earnings Immediately upon the occurrence of an Event of
Default, the Borrower shall procure that all Earnings are paid to such
account(s) as the Agent shall from time to time specify by notice in writing to
the Borrower.


 


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15                                    Events Of Default


 


15.1                           The Agent’s rights If any of
the events set out in Clause 15.2 occurs, and such event (if, in the opinion of
an Instructing Group, capable of remedy) 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 15.2.1, 15.2.2, 15.2.4,
15.2.5, 15.2.6 and 15.2.18 where such remedy period shall not apply) the Agent
(acting on the instructions of an Instructing Group) 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.


 


15.2                           Events of Default The events
referred to in Clause 15.1 are:-


 


15.2.1                  payment default if the Borrower
defaults in the payment of any principal forming part of the Indebtedness when
due or any other part of the Indebtedness within three (3) Business Days of its
due date; or


 


15.2.2                  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 an
Instructing Group capable of remedy) is not remedied within fourteen (14) days
after notice of the default has been given to the Borrower; or


 


15.2.3                  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


 


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15.2.4                  execution if a distress or execution
or other process of a court or authority is levied on any of the property of
any Security Party or Material Subsidiary before or after final judgment or by
order of any competent court or authority for an amount in excess of five
million Dollars ($5,000,000) 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


 


15.2.5                  insolvency events if any Security
Party or Material Subsidiary:-


 


(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 purposes of a merger or amalgamation pursuant to
Clause 13.1.3; 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 (except in the case of a Material Subsidiary as part
of the ordinary course of business or with the consent of an Instructing Group,
such consent not to be unreasonably withheld); 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


 


15.2.6                  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 Security Party or Material Subsidiary or for the
appointment of a receiver, administrative receiver, administrator, liquidator
or trustee of any Security Party or Material Subsidiary or of all or part of
the assets of any Security Party or Material Subsidiary, or if any person
appoints or purports to appoint such receiver, administrative receiver,


 


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administrator, liquidator or trustee which proceeding is not discharged
within thirty (30) days of its commencement; or


 


15.2.7                  impossibility or illegality unless
covered by Clause 18.7, 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 any of the Finance Parties; or


 


15.2.8                  conditions subsequent if any of the
conditions set out in Clause 4.2 is not satisfied within the time reasonably
required by the Agent with respect to the conditions referred to at Clauses
4.2.1 to 4.2.5 inclusive except where such condition has not been satisfied due
to an act or omission on the part of a Finance Party; or


 


15.2.9                  revocation or modification of
consents etc. if any material 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


 


15.2.10            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 (other than a Vessel if it is that Security Party’s only asset) 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


 


15.2.11            loss of Vessel if any Vessel, or any such
other vessel which may from time to time be mortgaged to the Banks (or to the
Agent on their behalf) as security for the repayment of all or any part of the
Indebtedness is destroyed, abandoned, confiscated, forfeited, condemned as
prize or


 


63

















 


otherwise becomes a Total Loss, except that a Total Loss shall not be
an Event of Default if:-


 


(a)                                  such Vessel or such
other vessel (as the case may be) 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 the
Insurance Proceeds Amount to the Agent on behalf of the Banks is made within
one hundred and twenty days of the date on which the Total Loss occurred; or


 


15.2.12            acceleration of other indebtedness if any
other indebtedness or obligation for borrowed money of any Security Party or
Material 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
Material Subsidiary (as the case may be), or is not repaid or satisfied on the
due date for its repayment or any such other loan, guarantee or indebtedness
becomes enforceable save, in either case, for amounts of less than five million
Dollars ($5,000,000) in aggregate, or its equivalent in any other currency, and
claims contested in good faith; or


 


15.2.13            reduction of capital if any of the Security
Parties except SNSA reduces its authorised or issued or subscribed capital
except reductions effected in compliance with Clause 13.1.3; or


 


15.2.14            challenge to registration if the
registration of any Vessel or any Mortgage becomes void or voidable or liable
to cancellation or termination; or


 


15.2.15            war if the country of registration of any
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; or


 


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15.2.16            notice of termination if either Guarantor
or any Shipowning Guarantor gives notice to the Agent to determine its
obligations under the Guarantee or the Shipowners’ Guarantee, as appropriate;
or


 


15.2.17            claim against SNSA’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 SNSA (on a consolidated basis) and is not discharged within fourteen
(14) Business Days after any Security Party has become aware of the same; or


 


15.2.18            Guarantor’s business if all or a substantial
part of either Guarantor’s business is destroyed, abandoned, seized,
appropriated or forfeited for any reason; or


 


15.2.19            ownership if (i) the Borrower ceases to be
a wholly owned indirect subsidiary of SNSA; or (ii) any Shipowning Guarantor
ceases to be 100% directly or indirectly owned by SNSA; or (iii) members of the
Stolt-Nielsen family cease for any reason to own and control, directly or
indirectly, at least thirty per centum (30%) of the issued voting share capital
of SNSA; or (iv) any individual shareholder, or group of shareholders acting in
concert, outside the Stolt-Nielsen family owns a greater proportion of the
issued voting share capital of SNSA than members of the Stolt-Nielsen family;
or


 


15.2.20            final judgements if any Security Party or
Material Subsidiary fails to comply with any non appealable court order or
fails to pay a final unappealable judgement against it, in either case, in
excess of five million Dollars ($5,000,000), within for fourteen (14) days; or


 


15.2.21            third party charters if any Vessel which is
on charter to a member of the SNSA Group is chartered for a period of twelve
(12) months or more to a person who is not a member of the SNSA Group.


 


16                                    Set-Off and Lien


 


16.1                           Set-off The Borrower and
each of 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 either Guarantor to any
of the Finance Parties (whether present or future, actual or


 


65

















 


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 either Guarantor (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 that Finance
Party, the Borrower or that Guarantor (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.


 


16.2                           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 any of the Security Parties (or of that Finance Party as agent
or nominee of any of the Security Parties) from time to time held by that
Finance Party, whether for safe custody or otherwise.


 


16.3                           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 either Guarantor (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 that Guarantor (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.


 


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


 


16.4.1                  pursuant to a sale or other
disposition of a Vessel or any right, title or interest in a Vessel; or


 


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


 


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


 


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.


 


17                                    Assignment and Sub-Participation


 


17.1                           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 financial
institution which is a subsidiary of that Bank or which is a subsidiary (direct
or indirect) of that Bank’s ultimate holding company so long as 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 at the time of such assignment or transfer, or (subject
to the prior written consent of the Borrower (only where no Event of Default
has occurred and is continuing) and the Agent, which, in the case of the
Borrower, will not be unreasonably withheld or delayed) to any other bank or
financial institution, and each of the Banks may grant sub-participations in
all or any part of its Commitment. Unless such Bank is assigning all of its
rights, the amount of the Commitment being assigned or transferred shall be at
least two million five hundred thousand Dollars ($2,500,000) (the “Minimum
Transfer Amount”). For the avoidance of doubt the Minimum Transfer Amount shall
not apply to any sub-participations granted pursuant to Clause 17.1.


 


17.2                           Borrower’s co-operation The
Borrower and each of the Guarantors will co-operate fully with the Banks in
connection with any assignment, transfer or sub-participation pursuant to
Clause 17.1; 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 each such Finance Party
may in its discretion consider necessary or desirable (subject to any duties of
confidentiality applicable to the Banks generally).


 


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17.3                           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.


 


17.4                           Transfer Certificates If any
Bank wishes to transfer all or any of its Commitment as contemplated in Clause
17.1 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 Transfer Certificate and the fifth
Business Day after the date of delivery of such Transfer Certificate to the
Agent:


 


17.4.1                  to the extent that in such Transfer
Certificate the Bank which is a party thereto seeks to transfer its Commitment
in whole, 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 other than existing claims against such Bank for
breach of this Agreement (such rights, benefits and obligations being referred
to in this Clause 17.4 as “discharged rights and obligations”);


 


17.4.2                  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


 


17.4.3                  the Agent, the Arrangers, the
Syndication Agents, 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.


 


17.5                           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
17.4 without the Agent being under any obligation to take any further


 


68

















 


instructions from or give any prior notice to, any of the Finance
Parties or, subject to the Borrower’s rights under Clause 17.1, 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 17.4.


 


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


 


17.7                           Transfer Fee Each Transferee
shall on the date upon which an assignment or transfer takes effect pursuant to
Clause 17.4, pay to the Agent (for its own account) a fee of one thousand five
hundred Dollars ($1,500).


 


18                                    Payments, Mandatory Prepayment, Reserve Requirements and
Illegality


 


18.1                           Payments All amounts payable
by the Borrower and/or 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
(unless payable in any other Currency of Account) 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 for good value,
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
reasonable 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.


 


18.2                           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 18.3, 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


 


69

















 


the Borrower nor either Guarantor 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.


 


18.3                           Grossing-up If at any time
any law requires (or is interpreted to require) the Borrower or either
Guarantor 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 Guarantor (as the case may be) will 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 Finance Parties receive a net sum equal to the sum which they
would have received had no deduction or withholding been made.


 


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


 


70

















 


obtaining or seeking to obtain a refund or allowance from any tax
authority pursuant to this Clause shall be for the Borrower’s account.


 


18.5                           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.


 


18.6                           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:-


 


18.6.1                  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


 


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


 


18.6.3                  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 its direct or
indirect holding company; or


 


18.6.4                  any ratio (whether cash, capital
adequacy, liquidity or otherwise) which any Finance Party or its direct or
indirect holding company is required or requested to maintain shall be affected;
or


 


18.6.5                  there is imposed on any Finance Party
(or on the direct or indirect 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 direct or indirect holding company of any Bank) of that Bank
making or maintaining its Commitment or any Drawing, or to cause any Finance
Party to suffer (in its reasonable opinion) a material reduction in the rate of
return on its


 


71

















 


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. Notwithstanding the foregoing, the
affected Bank shall (without any obligation on the part of such Bank to be
bound) negotiate in good faith with the Borrower to find a method to avoid any
such increase.


 


18.7                           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 7.3 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.


 


18.8                           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:-


 


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


 


72

















 


18.8.2                  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,


 


18.8.3                  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 18.8.1, the Borrower and the Agent fail to agree in writing on a
substitute basis for such Bank’s Commitment the Borrower will immediately
prepay in the relevant Permitted Currency or Currencies the outstanding 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 7.3 shall apply to that prepayment if it is made on a day
other than the last day of an Interest Period.


 


18.9                           Non-availability of currency
Subject to the procedure set forth in Clause 6.3, if a Bank is for any reason
unable to obtain Dollars or any other Permitted Currency in the London
Interbank market and is, as a result, or as a result of any other contingency
affecting the London Interbank market, unable to advance or maintain its
Commitment in Dollars or in any other Permitted Currency, that Bank shall give
notice to the Agent and the Agent shall give notice to the Borrower and that
Bank’s obligations to make the Facility available shall immediately cease. In
that event, if all or any part of the Facility shall have been advanced by that
Bank to the Borrower, 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
establishing a mutually acceptable basis for funding the Facility or relevant
part thereof from an alternative source and/or in an alternative Permitted
Currency. If the Agent and the Borrower have failed to agree in writing on a
basis for funding the Facility or relevant part thereof from an alternative
source and/or in an alternative Permitted Currency by 11.00 a.m. on the second
Business


 


73

















 


Day prior to the end of the then current relevant Interest Period, the
Borrower will (without prejudice to its other obligations under or pursuant to
this Agreement, including, without limitation, its obligation to pay interest
on the Facility, arising on the expiry of the then relevant Interest Period)
prepay the Indebtedness to the Agent on behalf of that Bank on the expiry of
the then current relevant Interest Period.


 


19                                    Communications


 


19.1                           Method Except for
Communications pursuant to Clause 12, which shall be made or given in
accordance with Clause 12.20, 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:-


 


19.1.1                  in the case of any of the Finance
Parties to the Agent at its address at the head of this Agreement (fax no: +44
20 7779 1721) marked for the attention of: Mark Heptinstall; and


 


19.1.2                  in the case of the Borrower and/or
either Guarantor to the Communications Address with a copy to McLaughlin &
Stern, LLP, 260 Madison Avenue, New York, NY 10016, (fax no: + (212) 448-6260)
Attention: John E. Greenwood, provided that the failure to deliver such copy
shall not affect the rights of any party under this Agreement;


 


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


 


19.2                           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:-


 


19.2.1                  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;


 


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


 


74

















 


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


 


20                                    General Indemnities


 


20.1                           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.


 


20.2                           Costs and expenses The
Borrower and each of 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 external legal costs or
internal legal costs in lieu thereof (including Value Added Tax or any similar
or replacement tax if applicable) of and incidental to:-


 


20.2.1                  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);


 


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


 


20.2.3                  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 (including, without limitation, all premiums
and other sums from time to time payable by the Agent in relation to the
Mortgagees’ Insurances); and


 


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


 


75

















 


20.3                           Events of Default The
Borrower and each of 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.


 


20.4                           Funding costs The Borrower
and each of 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 other
than that requested in the Drawdown Notice, or any Competitive Advance is not
advanced to the Borrower after having been accepted by the Agent pursuant to
Clause 3.8, including (without limitation) any Break Costs.


 


20.5                           Protection and enforcement
The Borrower and each of 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 mortgagees of any Vessel and/or a
lender to the Borrower, or by reason of any Finance Party being deemed by any
court or authority to be an operator or controller, or in any way concerned in
the operation or control, of any Vessel. No such indemnity will be given to a
Finance Party where any such loss, cost or liability has occurred due to gross
negligence or wilful misconduct on the part of that Finance Party however this
shall not affect the right of any other Finance Party to receive any such
indemnity.


 


20.6                           Liabilities of Finance
Parties The Borrower and each of 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 or in connection with any
Vessel (whether alone or jointly or jointly and severally with any other
person) including (without limitation) all sums which any Finance Party may pay
or guarantees which any Finance Party may give in respect of the Insurances,
any expenses incurred by any Finance Party in connection with the


 


76

















 


maintenance or repair of any Vessel or in discharging any lien, bond or
other claim relating in any way to any Vessel, and any sums which any Finance
Party may pay or guarantees which they may give to procure the release of any
Vessel from arrest or detention.


 


20.7                           Taxes The Borrower and each
of 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. The indemnity contained in this Clause shall survive the repayment
of the Indebtedness.


 


21                                    Miscellaneous


 


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


 


21.2                           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.


 


21.3                           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.


 


21.4                           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 either Guarantor may assign or transfer any of its
rights or duties under or pursuant to any of the Security Documents without the
prior written consent of the Banks.


 


77

















 


21.5                           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.


 


21.6                           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 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.


 


21.7                           Advisers The Borrower and
the Guarantors irrevocably authorise the Agent, at any time and from time to
time during the Facility Period, to consult insurance advisers on any matters
relating to the Insurances, including, without limitation, the collection of
insurance claims, and from time to time to consult or retain advisers or
consultants to monitor or advise on any other claims relating to the Vessels.
The Borrower and the Guarantors will provide such advisers and consultants with
all information and documents which they may from time to time reasonably
require and will reimburse the Agent on demand for all reasonable costs and
expenses incurred by the Agent in connection with the consultation or retention
of such advisers or consultants.


 


21.8                           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).


 


78

















 


21.9                           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 (or, where required by this Agreement, the Banks). 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.


 


21.10                     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.


 


21.11                     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 Finance Parties shall be under
any further actual or contingent liability to any third party in relation to
the Vessels, the Insurances, Earnings or Requisition Compensation or any other
matter referred to in the Security Documents.


 


21.12                     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.


 


21.13                     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


 


79

















 


Finance Parties shall be restored to their former positions as if no
such steps had been taken.


 


21.14                     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.


 


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


 


21.16                     Subsequent Encumbrances If the
Agent receives notice of any subsequent Encumbrance (other than any Encumbrance
permitted by this Agreement) affecting any Vessel, or all or any part of the
Insurances, Earnings or Requisition Compensation, the Agent may open a new
account in its books for the Borrower. If the Agent does not open a new
account, then (unless the Encumbrance is permitted by the terms of this
Agreement or the Agent gives written notice to the contrary to the Borrower) as
from the time of receipt by the Agent of notice of such subsequent Encumbrance,
all payments made to the Agent shall be treated as having been credited to a
new account of the Borrower and not as having been applied in reduction of the
Indebtedness.


 


21.17                     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.


 


80

















 


21.18                     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.


 


21.19                     Survival of representations and
warranties The representations and warranties on the part 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.


 


21.20                     Counterparts This Agreement may be
executed in any number of counterparts each of which shall be original but
which shall together constitute the same.


 


21.21                     Third Party Rights Notwithstanding
the provisions of the Contracts (Rights of Third Parties) Act 1999, no term of
this Agreement is enforceable by a person who is not a party to it.


 


22                                    Law and Jurisdiction


 


22.1                           Governing law This Agreement
shall in all respects be governed by and interpreted in accordance with English
law.


 


22.2                           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. The Borrower and each of
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 in this Clause, and any claim that those Proceedings have been brought in an
inconvenient or inappropriate forum.


 


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


 


81

















 


22.4                           Service of process Without
prejudice to the right of the Finance Parties to use any other method of
service permitted by law, the Borrower and each of 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.


 


82

















 


SCHEDULE 1


 


The Banks, the Commitments and the
Proportionate Shares


 


	
  The Banks

  	
   

  	
  The
  Commitments

  	
   

  	
  The
  Proportionate Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Christiania Bank og Kreditkasse

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  ASA, New York Branch

  11 West 42nd Street, 7th Floor

  New York

  New York 10036

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 212 827 4800

  Fax: + 212 827 4888

  Contact: Ronny Bjornadal

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  336 Strand

  London WC2R

  1HB England

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Loan Administration matters:

  Tel: + 44 20 7508 3721

  Fax: + 44 20 7500 1675

  Contact: Linda Apperley/

  Susanne Firousbakhsh

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit matters:

  Tel: + 212 816 5430

  Fax: + 212 816 5429

  Contact: Charles Delamater

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Agricole Indosuez

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  9 Quai Du President Paul

  Doumer, F-92400 Paris

  La Defence, Cedex France

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Loan Administration Matters:

  Tel: + 33 141 89 1934

  Fax: + 33 141 89 1249

  Contact: Sylvie Godet -Couery

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Matters:

  Tel: + 47 22 010 654

  Fax: + 47 22 010 651

  Contact: Jonas Gunstad

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


83

















 


	
  The Banks

  	
   

  	
  The
  Commitments

  	
   

  	
  The
  Proportionate Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Den norske Bank ASA

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  200 Park Avenue

  New York

  New York 10166-0396

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 212 681 3800

  Fax: + 212 681 3900

  Contact: Barbara Gronquist

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank AG in Hamburg

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  Brandstwiete 1

  D-20457 Hamburg

  Federal Republic of Germany

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 49 40 3701 4334

  Fax: + 49 40 3701 4649

  Contact: Carola-Maria Roth

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fleet National Bank

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  100 Federal Street

  Made 10008D

  Boston NA 02110

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 617 434 4597

  Fax: + 617 434 1955

  Contact: Caryn Suffredini

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hamburgische Landesbank-

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  Girozentrale

  Gerhart-Hauptmann-Platz 50

  20095 Hamburg

  Federal Republic of Germany

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 49 40 3333 2674/1769

  Fax: + 49 40 3333 3069

  Contact: Uta Urbaniak

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank Plc

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  Poultry

  London EC2P 2BX

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 44 20 7260 4422

  Fax: + 44 20 7260 4381

  Contact: Jim Lutener

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


84

















 


	
  The Banks

  	
   

  	
  The
  Commitments

  	
   

  	
  The
  Proportionate Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Bank N.V.

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  Weena 501,

  3013 AL Rotterdam

  The Netherlands

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 31 10 444 6858

  Fax: + 31 10 444 6791

  Contact: Petra van Woensel

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landesbank Schleswig-Holstein

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  Girozentrale

  Martensdamm 6

  24103 Kiel

  Federal Republic of Germany

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 49 431 900 1791

  Fax: + 49 431 900 1130

  Contact: Aziz Teksoy

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natexis Banque Populaires

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  45 rue saint-Dominique

  75007 Paris

  France

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 33 1 4800 2964

  Fax: + 33 1 5385 1460

  Contact:  Pierre Chabrier

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vereins-und Westbank

  	
   

  	
  $

  	
  20,500,000

  	
   

  	
  7.4545

  	
  %

  
	
  Aktiengesellschaft

  Alter Wall 22

  D-20457 Hamburg

  Federal Republic of Germany

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 49 40 3692 4069

  Fax: + 49 40 3692 3696

  Contact: Oliver Trennt

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


85

















 


	
  The Banks

  	
   

  	
  The
  Commitments

  	
   

  	
  The
  Proportionate Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Schiffsbank

  	
   

  	
  $

  	
  14,500,000

  	
   

  	
  5.2727

  	
  %

  
	
  Aktiengesellschaft

  Domshof 17

  28195 Bremen

  Federal Republic of Germany

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 49 421 360 9249

  Fax: + 49 421 32 3539

  Contact: Malte Schulte-Trux

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DVB Nedshipbank America N.V.

  	
   

  	
  $

  	
  14,500,000

  	
   

  	
  5.2727

  	
  %

  
	
  Zeelandia Offica Park

  Kaya W.F.G. (Jombi) Mensing 14

  Curacao

  Netherlands Antilles

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tel: + 203 422 2325

  Fax: + 203 422 2320

  Contact: Sybren Hoekstra

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


86

















 


SCHEDULE 2


 


Joint Arrangers


 


1                                          Salomon
Brothers International Limited

Citigroup Centre

33 Canada Square

London E14 5LB

Fax no: +44 20 7986 8278

Attention:  Pareejat Singhal


 


2                                          Den norske
Bank ASA

200 Park Avenue

New York

New York 10166-0396

Fax no: + 1 212 681-3900

Attention: Barbara Gronquist


 


3                                          HSBC
Investment Bank Plc

10 Queen Street Place

London EC4R 1BL

Fax no: +44 20 7336 9214

Attention: Ed Flanders


 


4                                          Deutsche Bank
AG in Hamburg

Brandstwiete 1, VI

D-20457 Hamburg

Fax: +49 40 3701 4649

Attention: Carola-Maria Roth


 


5                                          Christiania
Bank og Kreditkasse ASA, New York Branch

11 West 42nd Street, 7th Floor,

New York

New York 10036

Fax: + 1 212 827 4888

Attention: Ronny Bjornadal


 


87

















 


SCHEDULE 3


 


Syndication Agents and Joint Book Managers


 


Salomon Brothers International Limited

Citigroup Centre

33 Canada Square

London E14 5LB

Fax no: 0207 986 8278

Attention:  Pareejat Singhal


 


Den norske Bank ASA

200 Park Avenue

New York

New York 10166-0396

Fax: +1 212 681 3900

Attention: Barbara Gronquist


 


88

















 


SCHEDULE 4


 


The Shipowning Guarantors and the Vessels


 


	
  Name of Shipowning

  Guarantor

  	
   

  	
  Country of

  Incorporation

  	
   

  	
  Registered
  Office

  	
   

  	
  Principal
  Place

  of Business

  	
   

  	
  Name of
  Vessel(s)

  	
   

  	
  Flag of
  Vessel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Asturias Limited

  	
   

  	
  Isle of Man

  	
   

  	
  Royalty House,

  Walpole Avenue, Douglas, Isle of Man,

  IM1 2LT

  	
   

  	
   

  	
   

  	
  STOLT SEA

  	
   

  	
  Cayman Islands

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Asturias Limited

  	
   

  	
  Isle of Man

  	
   

  	
  Royalty House,

  Walpole Avenue, Douglas, Isle of Man,

  IM1 2LT

  	
   

  	
   

  	
   

  	
  STOLT STREAM

  	
   

  	
  Cayman Islands

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Asturias Limited

  	
   

  	
  Isle of Man

  	
   

  	
  Royalty House,

  Walpole Avenue, Douglas, Isle of Man,

  IM1 2LT

  	
   

  	
   

  	
   

  	
  STOLT SUN

  	
   

  	
  Cayman Islands

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Asturias Limited

  	
   

  	
  Isle of Man

  	
   

  	
  Royalty House,

  Walpole Avenue, Douglas, Isle of Man,

  IM1 2LT

  	
   

  	
   

  	
   

  	
  STOLT SPRAY

  	
   

  	
  Cayman Islands

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Asturias Limited

  	
   

  	
  Isle of Man

  	
   

  	
  Royalty House

  Walpole Avenue Douglas, isle Of Man,

  IM1 2LT

  	
   

  	
   

  	
   

  	
  STOLT SURF

  	
   

  	
  Cayman Islands

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Vinland Inc.

  	
   

  	
  Liberia

  	
   

  	
  80 Broad Street,

  Monrovia,

  Liberia.

  	
   

  	
   

  	
   

  	
  STOLT VINLAND

  	
   

  	
  Liberia 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stolt Vestland Inc.

  	
   

  	
  Liberia

  	
   

  	
  80 Broad Street Monrovia,

  Liberia

  	
   

  	
   

  	
   

  	
  STOLT VESTLAND 

  	
   

  	
  Liberia 

  	
   

  



 


89

















 


SCHEDULE 5


 


Form of Compliance Certificate


 


STOLT NIELSEN S.A. AND SUBSIDIARIES


USD 275,000,000 Senior Secured Credit
Facility


As of and for the period ended 31st May 2001
(figures in USD Thousands)


 


	
  A

  	
   

  	
  Consolidated Tangible Net Worth

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Capital Stock

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Paid-in Surplus

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Retained Earnings

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  less: Treasury Stock

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  less: Intangible Assets

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Consolidated Tangible Net Worth

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum Consolidated Tangible Net Worth

  	
   

  	
  600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  Consolidated Debt

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Loans Payable to Banks

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notes Payable

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Current Maturities of Long Term Debt

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Current Maturities of Long Term Capitalised Leases

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Long Term Debt (net of current portion)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Long Term Capitalised Lease Obligations

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Acceptance Credits

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bonds, Notes and Debentures

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Contingent Liabilities (considered probable and estimable)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  less: Cash-Covered Debt

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Consolidated Debt

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Consolidated Tangible Net Worth

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ratio of Consolidated Debt to Consolidated Tangible Net Worth

  	
   

  	
  #DIV/0!

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Maximum Ratio of Consolidated Debt to Consolidated Tangible Net Worth

  	
   

  	
  2.00

  	
   

  



 


C                                        Consolidated
EBITDA


 


	
   

  	
   

  	
  31-Aug-00

  	
   

  	
  30-Nov-00

  	
   

  	
  28-Feb-01

  	
   

  	
  31-May-01

  	
   

  	
  Total

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interest Expense

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Taxation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Depreciation/Amortisation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBITDA

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  



 


90

















 


 


	
  Consolidated EBITDA

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Consolidated Interest Expense

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ratio of Consolidated EBITDA to Consolidated Interest Expense

  	
   

  	
  #DIV/0!

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Minimum Ratio of Consolidated EBITDA to Consolidated Interest Expense

  	
   

  	
  2.00

  	
   

  



 


D                                       Applicable
Margin


 


	
  Ratio of Consolidated Debt to Consolidated
  EBITDA

  	
   

  	
   

  	
   

  	
  #DIV/0!

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Less than or equal to 3

  	
   

  	
  0.875

  	
  %

  	
   

  	
   

  
	
  Greater than 3 but less than or equal to 4

  	
   

  	
  0.100

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 4 but less than or equal to 5

  	
   

  	
  1.125

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than 5

  	
   

  	
  1.250

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Applicable Margin

  	
   

  	
   

  	
   

  	
  #DIV/0!

  	
   

  
	
  Applicable Commitment Commission

  	
   

  	
   

  	
   

  	
  #DIV/0!

  	
   

  



 


E                                         Asset
Cover


 


	
  Original Dollar Amount of Facility Most recent Valuation of the
  Vessels Additional security (other than cash) Additional cash security

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Percentage asset cover

  	
   

  	
  #DIV/0!

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Minimum asset cover

  	
   

  	
   

  	
   

  	
  125

  	
  %

  



 


 


	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  
	
  STOLT-NIELSEN S.A.

  	
  Title

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  



 


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 USD 275,000,000 Secured Multi-currency Revolving
Loan Facility Agreement between (amongst others) Stolt-Nielsen Transportation
Group Ltd. (as borrower) and HSBC Investment Bank Plc


 


91

















 


(as facility agent) dated [ ] 2001 (except those appearing in Clauses
5.6, 5.7(a) and 5.14) are true and correct.


 


STOLT-NIELSEN S.A.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  



 


92

















 


SCHEDULE 6


 


Form of Transfer Certificate


 


To:                              HSBC
Investment Bank Plc 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
                
2001 whereby a revolving credit facility of up to $275,000,000 was made
available to Stolt-Nielsen Transportation Group Ltd. 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 17.4 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 Transfer Certificate to the Agent and satisfaction
of the conditions (if any) subject to which the Transfer Certificate is
expressed to take effect.


 


93

















 


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**:

  	
   

  	
  Portion Transferred

  



 


 


	
  [Transferor Bank]

  	
  [Transferee Bank]

  
	
   

  	
   

  
	
  By:

  	
  By:

  
	
   

  	
   

  
	
  Date:

  	
  Date:

  



 


	
  HSBC Investment Bank Plc

  	
   

  
	
   

  	
   

  
	
  As agent for and on behalf of itself,

  the Borrower and the other Finance Parties

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:
  [                            ]

  	
   

  
			



 












** Details of the Bank’s Commitment should not be completed after the
Termination Date.


 


94

















 


SCHEDULE 7


 


Competitive Bid Timetable


 


	
   

  	
   

  	
  London
  Time

  	
   

  	
  New York
  Time

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Utilisation Request received from Borrower

  	
   

  	
  D-2 2.00pm

  	
   

  	
  D-2 9.00am

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent communicates request to Banks

  	
   

  	
  D-2 6.00pm

  	
   

  	
  D-2 1.00pm

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bid received from Agent

  	
   

  	
  D-1 11.00am

  	
   

  	
  D-1 6.00am

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bids received from Banks

  	
   

  	
  D-1 noon

  	
   

  	
  D-1 7.00am

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Borrower informs Agent of successful bids and whether to proceed

  	
   

  	
  D-1 3.00pm

  	
   

  	
  D-1 10.00am

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Agent informs Banks of requirements

  	
   

  	
  D-1 6.00pm

  	
   

  	
  D-1 1.00pm

  



 


95

















 


	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of CHRISTIANIA BANK og

  	
  )

  	
   

  
	
  KREDITKASSE ASA,

  	
  )

  	
  Signature:

  
	
  NEW YORK BRANCH (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of CITIBANK NA

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of CREDIT AGRICOLE INDOSUEZ

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of DEN NORSKE BANK ASA

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf)

  	
  )

  	
   

  
	
  of DEUTSCHE BANK AG IN HAMBURG)

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of FLEET NATIONAL BANK

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of HAMBURGISCHE LANDESBANK-

  	
  )

  	
   

  
	
  GIROZENTRALE

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  



 


96

















 


	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of HSBC BANK PLC

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of ING BANK N.V.)

  	
  )

  	
  Signature:

  
	
  (as a Bank

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of LANDESBANK SCHLESWIG-

  	
  )

  	
   

  
	
  HOLSTEIN GIROZENTRALE

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of NATEXIS BANQUE POPULAIRES

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of VEREINS-UND WESTBANK

  	
  )

  	
  Signature:

  
	
  AKTIENGESELLSCHAFT

  	
  )

  	
   

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of DEUTSCHE SCHIFFSBANK

  	
  )

  	
  Signature:

  
	
  AKTIENGESELLSCHAFT

  	
  )

  	
   

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  



 


97

















 


	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of DVB NEDSHIPBANK AMERICA N.V.)

  	
  )

  	
  Signature:

  
	
  (as a Bank)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of HSBC INVESTMENT BANK PLC

  	
  )

  	
  Signature:

  
	
  (as the Agent and Security Trustee)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of SALOMON BROTHERS

  	
  )

  	
  Signature:

  
	
  INTERNATIONAL LIMITED

  	
  )

  	
   

  
	
  (as an Arranger)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of DEN NORSKE BANK ASA

  	
  )

  	
  Signature:

  
	
  (as an Arranger)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of HSBC INVESTMENT BANK PLC

  	
  )

  	
  Signature:

  
	
  (as an Arranger)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of DEUTSCHE BANK AG

  	
  )

  	
  Signature:

  
	
  IN HAMBURG

  	
  )

  	
   

  
	
  (as an Arranger)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  



 


98

















 


	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of CHRISTIANIA BANK OG

  	
  )

  	
   

  
	
  KREDITKASSE ASA, NEW YORK

  	
  )

  	
  Signature:

  
	
  BRANCH

  	
  )

  	
   

  
	
  (as an Arranger)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of SALOMON BROTHERS

  	
  )

  	
  Signature:

  
	
  INTERNATIONAL LIMITED

  	
  )

  	
   

  
	
  (as Syndication Agent)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of DEN NORSKE BANK ASA

  	
  )

  	
  Signature:

  
	
  (as Syndication Agent)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of CHRISTIANIA BANK OG

  	
  )

  	
   

  
	
  KREDITKASSE ASA, NEW YORK

  	
  )

  	
  Signature:

  
	
  BRANCH

  	
  )

  	
   

  
	
  (as Documentation Agent)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of STOLT-NIELSEN

  	
  )

  	
  Signature:

  
	
  TRANSPORTATION GROUP

  	
  )

  	
   

  
	
  LTD. (of Bermuda)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
  Signature:

  
	
  of STOLT-NIELSEN S.A.)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  



 


99

















 


	
  SIGNED by

  	
  )

  	
   

  
	
  duly authorised for and on behalf

  	
  )

  	
   

  
	
  of STOLT-NIELSEN

  	
  )

  	
  Signature:

  
	
  TRANSPORTATION GROUP LTD.)

  	
  )

  	
   

  
	
  (of Liberia)

  	
  )

  	
   

  
	
  in the presence of:-

  	
  )

  	
   

  



 


 


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 21.2 of the
Agreement:-


 


 


	
  SIGNED by

  	
  Signature

  	
   

  



 


 


duly authorised for and on behalf of

STOLT-NIELSEN S.A.


 


100

















 


APPENDIX A


 


 


To:                              HSBC
Investment Bank Plc


 


 


From:                  Stolt-Nielsen
Transportation Group Ltd.


 


[Date]


 


Dear Sirs,


 


Drawdown Notice


 


We refer to the Loan Facility Agreement
dated               2001
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      , which is a Business Day, by paying the amount
of the Drawing to [ ].


 


We warrant that the representations and warranties contained in Clause
5 of the Agreement [(except those contained in Clauses 5.6, 5.7(a) and 5.13)]*
are true and correct at the date of this Drawdown Notice and will be true and
correct on                     ;
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 further confirm and certify that no material adverse change has
occurred since 30 November 2000 in the business, assets, operations,
condition (financial or otherwise) or prospects of SNSA or its subsidiaries or
in the facts and information regarding such entities as represented to date**]


 


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


 


We select [ ] as the Permitted Currency in which the Drawing is to be
denominated.


 


	
   

  	
   

  	
  Yours faithfully

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For and on behalf of

  	
   

  
	
   

  	
  Stolt-Nielsen Transportation Group Ltd.

  	
   

  
					



 












*To be in subsequent Drawdown Notices only.


**To be in first Drawdown Notice only.


 


101

















 


APPENDIX B


 


List of Encumbrances


 


Encumbrances Notified to the Agent pursuant to Clause 13.1.1 of the
Agreement


 


102

















 


APPENDIX C


 


Additional Rate Formula


 


(a)                                  The Additional Rate
for a Drawing for each of its Interest Period(s) is the rate determined by the
Agent to be equal to the arithmetic mean (rounded upward, if necessary, to four
decimal places) of the respective rates notified by each of the Reference Banks
to the Agent and calculated in accordance with the following formulae:


 


in relation to a Drawing denominated in Pounds Sterling:


 


BY + S(Y-Z) + F x 0.01 % per annum = Additional Rate  100- (B+S)


 


in relation to any other Drawing:


 


F x 0.01 % per annum = Additional Rate                               300


 


where on the day of application of the formula:


 


B                                        is the
percentage of the Reference Bank’s eligible liabilities (in excess of any
stated minimum) which the Bank of England requires the Reference Bank to hold
on a non-interest-bearing deposit account in accordance with its cash ratio
requirements;


 


Y                                        is the rate at
which Pounds Sterling deposits are offered by the Reference Bank to leading
banks in the London interbank market at or about 11.00 am on that day for that
Interest Period;


 


S                                         is the
percentage of the Reference Bank’s eligible liabilities which the Bank of
England requires the Reference Bank to place as a special deposit;


 


Z                                        is the interest
rate per annum allowed by the Bank of England on special deposits; and


 


F                                         is the charge
payable by the Reference Bank to the Financial Services Authority under
paragraph 2.02 or 2.03 (as appropriate, or such succeeding provisions) of the
Fees Regulations but where for this purpose, the figure for the minimum amount
in paragraph 2.02b (or such succeeding provisions) will be deemed to be zero
expressed in pounds per (pound)1 million of the fee base of the Reference Bank.


 


(b)                                 For the purposes of
this Schedule 3:


 


(i)                                     “eligible
liabilities” and “special deposits” have the meanings given to them at the time
of application of the formula by the Bank of England; and


 


(ii)                                  “fee base” has the
meaning given to it in the Fees Regulations


 


(iii)                               “Fees Regulations” means


 


(1)                                  up to and including
to 31 March 2002, the Banking Supervision (Fees) Regulations 2001; and


 


103

















 


(2)                                  after 31
March 2002, any regulations governing the payment of fees for banking
supervision.


 


(c)                                  In the application of
the formula B, Y, S and Z are included in the formula as figures and not as
percentages, e.g. if B = .05% and Y = 15%, BY is calculated as 0.5. x 15.


 


(d)                                 If a Reference Bank
does not supply a rate to the Agent, the applicable Additional Rate will be
determined on the basis of the rate(s) supplied by the remaining Reference
Banks.


 


(e)


 


(i)                                     The formula is
applied on the first day of each relevant Interest Period.


 


(ii)                                  Each rate calculated
in accordance with the formula is, if necessary, rounded upward to four decimal
places.


 


(f)                                    If a change in
circumstances has rendered, or will render, the formula inappropriate, the
Agent (after consultation with the Banks and the Borrower) shall notify the
Borrower of the manner in which the Additional Rate will subsequently be
calculated. The manner of calculation so notified by the Agent shall, in the
absence of manifest error, be binding on all the parties to this Agreement.


 


104

















 


APPENDIX D


 


Form of Competitive Bid Request


 


To:                              HSBC Investment Bank Plc
(Facility Agent for the Banks referred to below)


 


From:


 


	
  Attention:

  	
  [                ],
  20[    ]

  



 


Dear Sirs,


 


We refer to the multicurrency revolving facility agreement dated [ ]
2001 (as amended, varied, novated or supplemented from time to time, the
“Agreement”) between Stolt-Nielsen Transportation Group Ltd. (Bermuda) as
borrower, Stolt-Nielsen S.A. and Stolt-Nielsen Transportation Group Ltd.
(Liberia) as guarantors, HSBC Investment Bank Plc as Facility Agent and
Security Trustee, the Banks (as defined therein), the Arrangers (as defined
therein), the Syndication Agents (as defined therein) and others.


 


Terms defined in the Agreement shall have the same meaning herein. We
hereby give you notice pursuant to Clause 3 of the Agreement that we request a
competitive bidding under the Agreement, and in that connection set forth below
the terms on which such competitive bidding is requested to be made:


 


	
  (A)

  	
   

  	
  Advance Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  Aggregate amount for which Competitive Bids are requested

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
   

  	
  Term

  	
   

  	
   

  	
   

  



 


Yours faithfully


 


The proceeds of any bids made and accepted in due course should be
credited to [insert account details]


 


Stolt-Nielsen Transportation Group Ltd.


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


105

















 


APPENDIX E


 


Form of Invitation For Competitive Bid


 


[Name of Bank]


[Address]


 


	
  Attention:

  	
   

  	
  [                     ]

  	
   

  	
  [                     ],
  20[   ]

  



 


 


Dear Sirs


 


Reference is made to the multi-currency revolving facility agreement
dated [ ] 2001 (as the same may be amended, varied, novated or supplemented
from time to time, the “Agreement”), between Stolt-Nielsen Transportation Group
Ltd. (Bermuda) as borrower, Stolt-Nielsen S.A. and Stolt-Nielsen Transportation
Group Ltd. (Liberia) as guarantors, HSBC Investment Bank Plc as Facility Agent
and Security Trustee, the Banks (as defined therein), the Arrangers (as defined
therein), the Syndication Agents (as defined therein) and others.


 


Terms defined in the Agreement shall have the same meaning herein. The
Borrower made a Competitive Bid Request on [ ], pursuant to Clause 3 of the
Agreement, and in that connection you are invited to submit a Competitive Bid
by [Date]/[Time]. Your Competitive Bid must comply with Clause 3 of the
Agreement and the terms set forth below on which the Competitive Bid Request
was made:


 


	
  (A)

  	
   

  	
  Advance Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  Aggregate amount for which Competitive Bids are requested

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
   

  	
  Term

  	
   

  	
   

  	
   

  



 


Yours faithfully


 


 


HSBC Investment Bank Plc

as Facility Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


106

















 


APPENDIX F


 


Form of Competitive Bid


 


To:                              Stolt-Nielsen
Transportation Group Ltd.


cc:                                 HSBC Investment Bank
plc

as Facility Agent for the Banks referred to below


 


	
  Attention:

  	
   

  	
  [                     ]

  	
   

  	
  [                     ],
  200[   ]

  



 


 


Dear Sirs


 


Reference is made to the multi-currency revolving facility agreement
dated [ ] 2001 (as the same may be amended, varied, novated or supplemented
from time to time, the “Agreement”), between Stolt-Nielsen Transportation Group
Ltd. (Bermuda) as borrower, Stolt-Nielsen S.A. and Stolt-Nielsen Transportation
Group Ltd. (Liberia) as guarantors, HSBC Investment Bank plc as Facility Agent
and Security Trustee, the Banks (as defined therein), the Arrangers (as defined
therein), the Syndication Agents (as defined therein) and others.


 


Terms defined in the Agreement shall have the same meanings herein. We
hereby make a Competitive Bid pursuant to Clause 3 of the Agreement, in
response to the Competitive Bid Request made by the Borrower on [ ] and in that
connection set forth below the terms on which such competitive Bid is made:


 


	
  (A)

  	
   

  	
  Advance Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  Principal Amount

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (C)

  	
   

  	
  Competitive Bid Rate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
   

  	
  Term

  	
   

  	
   

  



 


We hereby confirm that we are prepared, subject to the conditions set
forth in the Agreement, to extend credit to the Borrower upon acceptance by the
Borrower of this bid in accordance with Clause 3 of the Agreement.


 


Yours faithfully.


 


[NAME OF BANK]


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  



 


107

















 


APPENDIX G


 


Form of Competitive Bid Confirmation Letter


 


To:                              HSBC Investment Bank plc
as Facility Agent


 


	
  Attention:

  	
   

  	
  [Date]

  



 


 


Dear Sirs


 


1.                                       Reference
is made to the multi-currency revolving facility agreement dated [ ] 2001 (as
the same may be amended, varied, novated or supplemented from time to time, the
“Agreement”), between Stolt-Nielsen Transportation Group Ltd. (Bermuda), as borrower,
Stolt-Nielsen S.A. and Stolt-Nielsen Transportation Group Ltd. (Liberia) as
guarantors, HSBC Investment Bank Plc as Facility Agent and Security Trustee,
the Banks (as defined therein), the Arrangers (as defined therein), the
Syndication Agents (as defined therein) and others.


 


2.                                       In
relation to the Competitive Bid Request dated [ ], we hereby give you notice
pursuant to Clause 3.5 of the Agreement that [we wish to proceed with drawdown
of a Competitive Advance in respect thereof and the amount thereof is [ ]]
**[we do not wish to proceed with a drawdown of a Competitive Advance in
respect thereof].


 


3.                                       ***We
confirm that, at the date hereof, the representations set out in Clause 5
(other than those set out in Clauses 5.6, 5.7(a) and 5.13 of the Agreement) are
true and no Event of Default has occurred.


 












***The proceeds of the Competitive Advance which is the subject of this
letter should be credited to [insert accounts details].


 


 


	
   

  	
   

  
	
  for and on behalf of

  
	
  STOLT-NIELSEN TRANSPORTATION GROUP LTD.

  



 


	
  By:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  



 


 












**Delete whichever is inapplicable


***Delete if no Competitive Advance is to be proceeded with


 


108