Exhibit 4.5


 


GORRISSEN FEDERSPIEL
KIERKEGAARD


 


DRAFT V


(13.11.2002)


 


Loan Agreement

USD 318,989,791.10 plus DKK 196,931,797.75


 


 


between


 


Stolt Tankers Finance B.V.

as Borrower


 


and


 


Danish Ship Finance


 


as Lender


 


 


“Stolt Fleet Loan”


 


DSF-Loan No. 4126


 

















 


	
  List
  of Schedules

  	
   

  
	
  1.

  	
  General background and overall agreement

  	
   

  
	
  2.

  	
  Definitions

  	
   

  
	
  3.

  	
  The
  Facility

  	
   

  
	
  4.

  	
  Purpose of the Loan

  	
   

  
	
  5.

  	
  Conditions Precedent

  	
   

  
	
  6.

  	
  Novation

  	
   

  
	
  7.

  	
  Repayment

  	
   

  
	
  8.

  	
  Prepayment

  	
   

  
	
  9.

  	
  Interest
  Rate

  	
   

  
	
  10.

  	
  Fees
  and Costs

  	
   

  
	
  11.

  	
  Taxes

  	
   

  
	
  12.

  	
  Change in Circumstances and Law

  	
   

  
	
  13.

  	
  Security

  	
   

  
	
  14.

  	
  Negative
  Pledge

  	
   

  
	
  15.

  	
  Insurance

  	
   

  
	
  16.

  	
  Payments and Calculations

  	
   

  
	
  17.

  	
  Representations and Warranties

  	
   

  
	
  18.

  	
  Further Undertakings of the Borrower

  	
   

  
	
  19.

  	
  Loan
  Account

  	
   

  
	
  20.

  	
  Events
  of Default

  	
   

  
	
  21.

  	
  Default
  Interest

  	
   

  
	
  22.

  	
  Indemnity

  	
   

  
	
  23.

  	
  Assignment of this Agreement

  	
   

  
	
  24.

  	
  Power
  of Attorney

  	
   

  
	
  25.

  	
  Liability of the Lender

  	
   

  
	
  26.

  	
  Miscellaneous

  	
   

  
	
  27.

  	
  Law and Jurisdiction

  	
   

  
	
  28.

  	
  Communications

  	
   

  



 


2

















 


GORRISSEN FEDERSPIEL
KIERKEGAARD


 


List of Schedules


 


	
  1. Repayment
  Schedules (a-n)

  
	
   

  
	
  2. Form of
  Mortgage (including Deed of Covenants)

  
	
   

  
	
  3. First
  Priority Assignment of Earnings

  
	
   

  
	
  4. First
  Priority Assignment of Insurances

  
	
   

  
	
  5a.
  Guarantee from SNSA

  
	
   

  
	
  5b.
  Guarantee from SNTG-LIB.

  
	
   

  
	
  6.
  Undertakings by SNTG-BER., SNI, SNH, SNIES and SNTG BV

  
	
   

  
	
  7. Form of
  Interest Fixing Agreement

  
	
   

  
	
  8. Form of
  Notice of Novation

  
	
   

  
	
  9. Guarantee
  of Shipowning Company

  



 


3

















 


GORRISSEN FEDERSPIEL
KIERKEGAARD


 


This Loan Agreement (the
“Agreement”) is made on [ ], 2002 between:


 


	
  (1)

  	
   

  	
  Stolt
  Tankers Finance B.V.,

  
	
   

  	
   

  	
  25 Karel
  Doormanweg,

  
	
   

  	
   

  	
  3115 JD
  Schiedam

  
	
   

  	
   

  	
  The
  Netherlands,

  
	
   

  	
   

  	
  (the
  “Borrower”);

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Danish Ship
  Finance (Danmarks Skibskreditfond)

  
	
   

  	
   

  	
  1-3 Sankt
  Annae Plads,

  
	
   

  	
   

  	
  DK-1021
  Copenhagen K,

  
	
   

  	
   

  	
  Denmark;
  (the “Lender”)

  



 


1.             General background and overall
agreement


 


1.1           In
order to obtain operational and financial benefits, the Guarantors’ (as defined
below) has decided to transfer each of the 14 Vessels (as defined below) to the
14 Shipowning Companies (as defined below) and to make various other corporate,
organisational and financial changes. The corporate structure of the relevant
part of the Stolt Nielsen group of companies has been changed into and will for
the duration of this Agreement remain the following:


 


4

















 


[GRAPHIC OMITTED]


 


1.2           As
a consequence of 1.1, the Lender, upon the Guarantors’ request, has agreed to
restructure the following loan agreements (jointly and with exhibits and
addenda, the “Old Agreements”), made between the Lender and the following
borrowers (the “Old Borrowers”) and having the following initial loan amounts:


 


5

















 


a)             Loan
Agreement between DSF and Stolt Innovation Limited regarding M/S “Stolt
Innovation”, dated February 25, 1998 (USD 47,600,000.00) (DSF Loan No. 2763);


 


b)            Loan
Agreement between DSF and Stolt Confidence Limited regarding M/S “Stolt
Confidence”, dated February 25, 1998 (USD 47,600,000.00) (DSF Loan No. 2764);


 


c)             Loan
Agreement between DSF and Stolt Inspiration Limited regarding M/S “Stolt
Inspiration”, dated February 25, 1998 (USD 47,600,000.00) (DSF Loan No. 2765);


 


d)            Loan
Agreement between DSF and Stolt Creativity Limited regarding M/S “Stolt
Creativity”, dated February 25, 1998 (USD 47,600,000.00) (DSF Loan No. 2766);


 


e)             Loan
Agreement between DSF and Stolt Efficiency Limited regarding M/S “Stolt
Efficiency”, dated April 16, 1996 (USD 54,800,000.00) (DSF Loan No. 2768);


 


f)             Loan
Agreement between DSF and Stolt Concept Limited regarding M/S “Stolt Concept”,
dated May 7, 1999 (USD 60,410,000.00) (DSF Loan No. 2933);


 


g)            Loan
Agreement between DSF and Stolt Effort Limited regarding M/V “Stolt Effort”,
dated December 13, 1999 (USD 61,800,000.00) (DSF Loan No. 2934);


 


h)            Loan
Agreement between DSF and Stolt Perseverance Limited regarding M/S “Stolt
Perseverance”, dated September 12, 2001 (USD 50,000,000.00) (DSF Loan No.
4051);


 


i)              Loan
Agreement between DSF and Stolt Shipholding (Gibraltar) Limited regarding M/T
“Stolt Tern” (DSF Loan No. 2365), M/T “Stolt Dipper” (DSF Loan No. 2366), M/T
“Stolt Petrel” (DSF Loan No. 2367) and M/T “Stolt Kite” (DSF Loan No. 2368),
dated February 5, 1996 (DKK 273,658,303.73);


 


6

















 


j)              Loan
Agreement between DSF and Stolt Shipholding (Gibraltar) Limited regarding M/T
“Stolt Kittiwake” (DSF Loan No. 2468) and M/T “Stolt Guillemot” (DSF Loan No.
2469), dated June 20, 1996 (DKK 130,437,385.00).


 


1.3           The
Loan is divided into the following tranches (the “Tranches”) corresponding to
the principal amounts outstanding on the most recent Repayment Date under the
Old Agreements, relating to the following vessels (the “Vessels”) and being of
the following loan type:


 


a)             USD
29,292,307.70, M/S “Stolt Innovation”, Market Loan


 


b)            USD
29,970,370.40, M/S “Stolt Confidence”, Market Loan


 


c)             USD
29,970,370.40, M/S “Stolt Inspiration”, Market Loan


 


d)            USD
31,186,206.90, M/S “Stolt Creativity”, Market Loan


 


e)             USD
52,060,000.00, M/S “Stolt Efficiency”, CIRR Loan


 


f)             USD
47,465,000.00, M/S “Stolt Concept”, Market Loan


 


g)            USD
50,764,285.70, M/S “Stolt Effort”, Market Loan


 


h)            USD
48,281,250.00, M/S “Stolt Perseverance”, Market Loan


 


i)              DKK
31,126,204.00, M/S “Stolt Tern”, Index Loan


 


j)              DKK
28,043,234.04, M/S “Stolt Dipper”, Index Loan


 


k)             DKK
31,489,072.38, M/S “Stolt Petrel”, Index Loan


 


l)              DKK
31,457,963.94, M/S “Stolt Kite”, Index Loan


 


m)            DKK
35,821,308.65, M/S “Stolt Kittiwake”, Index Loan and


 


n)            DKK
38,994,014.74, M/S “Stolt Guillemot”, Index Loan.


 


1.4           The
restructuring includes, inter alia,


 


7

















 


 


a)             all
obligations under the Old Agreements (including the obligation to pay the
Indebtedness thereunder) have been assigned by the Old Borrowers to and taken over
(“Novated”) by the Borrower;


 


b)            subject
to the terms of this Agreement:


 


•              the obligations of
the Borrower under this Agreement are in direct continuation of (and shall not
limit) the obligations of the Old Borrowers under the Old Agreements; and


 


•              the obligations of
SNSA and SNTG-LIB. under this Agreement are in direct continuation of (and
shall not limit) their obligations regarding the Old Agreements;


 


•              after Novation of
all Tranches the Old Borrowers are entitled to be released from all obligations
(except for indemnity obligations) under the Old Agreements.


 


c)             SNTG-BER.
shall not guarantee the obligations of the Borrower under this Agreement and
shall simultaneously with the Old Borrowers, be released from all obligations
under the Old Agreements;


 


d)            The
obligations under this Agreement shall be secured, inter alia, by guarantees
from SNSA and SNTG-LIB and by guarantees from the Shipowning Companies
supported by fleet mortgages registered against the Vessels.


 


1.5           By
its signature on this Agreement the Borrower, subject to the terms of this
Agreement, as guarantor (“selvskyldnerkautionist” as such term is defined under
Danish law) becomes liable for all of the Old Borrowers’ performance of their
obligations under all of the Old Agreements. This means, inter alia:


 


a)             The
Mortgage relating to each Tranche Novated hereunder shall secure both the
Indebtedness under this Agreement and, until all Tranches have been Novated
hereunder, the Indebtedness under the Old Agreements.


 


b)            Irrespective
of whether a Tranche has been Novated on an Interest Payment Date or not, the
Borrower shall be liable for payment


 


8

















 


of Interest
for the full Interest Period (and not only a pro rata part thereof). Any pro
rating of Interest shall be settled between the Borrower and the relevant Old
Borrower, unless otherwise agreed with the Lender.


 


1.6           With
respect to the existing Loan Agreement between DSF and DVB Bank A.G. (formerly
Deutsche Verkehrsbank) and Stolt Achievement Limited regarding M/S “Stolt
Achievement”, dated January 14, 2000 (USD 50,000,000.00) (DSF Loan No. 3088)
the following has been agreed:


 


a)             A
new loan agreement shall be prepared and executed (simultaneously with the
execution of this Agreement) between Stolt Shipowning Co. BV as borrower, DSF
and DVB Bank A.G. as lenders and DSF as agent.


 


b)            The
new loan agreement shall reflect the terms and conditions of this Agreement.


 


c)             There
shall be no references (except for cross-default) between such new loan agreement
and this Agreement.


 


d)            An
up front fee of USD 10,000 is payable to DVB Bank A.G. and DSF (for
distribution) in connection with novation under the new agreement.


 


e)             All
costs relating to the preparation and executing of the new agreement are for the
account of the Borrower.


 


2.             Definitions


 


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


 


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


 


“Banking Day” means:


 


9

















 


For Market Loans: Any day on
which banks and foreign exchange markets are open for the transaction of
business in New York, London and Copenhagen;


 


For CIRR Loans: Any day on
which banks and foreign exchange markets are open for the transaction of
business in New York and Copenhagen;


 


For Index Loans: Any day on
which banks and foreign exchange markets are open for the transaction of
business in Copenhagen.


 


“Bareboat Charterparty” means
for each Vessel the Bareboat Charterparty to be entered into between a
Shipowning Company (as Owner) and SNTG BV (Tranches a-h) and SNIES,
respectively (Tranches i-n), see Clause 5.1.20.


 


“Borrower” means Stolt Tankers
Finance B.V., a limited liability company, duly established and validly
existing pursuant to the legislation of the Netherlands and having chamber of
commerce no. 24 33 76 13. The Borrower is 100 per cent owned by SNTG BV, which
is 100 per cent owned by SNH, which is 100 per cent owned by SNI, which is 100
per cent owned by SNTG-BER., which is 100 per cent owned by SNTG-LIB., which is
100 per cent owned by SNSA.


 


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


 


“CIRR Loan” means Tranche e).


 


“Consolidated Debt” means for
SNTG-BER., SNI, SNH, SNTG BV, the Borrower and all subsidiaries of the
aforesaid, at any time and on a consolidated basis, the aggregate value of (i)
moneys borrowed, plus (ii) notes payable (whether promissory notes or
otherwise) plus (iii) amounts raised by acceptance under any acceptance credit
facility, plus (iv) amounts raised pursuant to any note purchase facility or
the issue of bonds, notes, debentures or similar instruments, plus (v) the
amount of any liability in respect of lease or hire purchase obligations which,
according to US GAAP, would be treated as finance or capital lease, plus (vi)
all contingent liabilities, including guarantee obligations, related to debt
and capital lease obligations of third parties which, according to


 


10

















 


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.


 


“Default Interest” has the
meaning ascribed to it in clause 21.


 


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


 


“DSF” means Danish Ship Finance
(alias Danmarks Skibskreditfond), a self-owning Danish foundation, duly
established and validly existing pursuant to special Danish legislation.


 


“Earnings” means all earnings
and monies due and to become due to any of the Shipowning Companies arising out
of any and all present and future charter-parties, including the Bareboat
Charterparty, bills of lading, contracts of affreightment, requisition or
activities of any Vessel, including all claims for money, loss or damages
arising out of the present or future use, chartering, operation or management
of any Vessel.


 


“Event of Default” means any of
the events listed in Clause 20 of this Agreement.


 


“Facility” means the Loan
Facility or any part thereof available to the Borrower according to this
Agreement.


 


“Guarantor” means each of SNSA,
SNTG-LIB. and the Shipowning Companies.


 


“Indebtedness” means the
outstanding part of the Loan, as determined by the Lender, together with all
Interest, Default Interest, Interest Breakage Costs, Indexation and other sums,
costs and indemnities payable by the Borrower to the Lender under this
Agreement, including without limitation (until all Tranches hereunder have been
Novated) any amount outstanding under any of the Old Agreements.


 


“Indexation” means the
index-adjustment of Index Loans to be calculated by the Lender on the basis of
the Danish Shipping Companies Index factor (as published from time to time by
the Copenhagen Stock Exchange) or, in case


 


11

















 


such index factor is not
available, another similar index factor chosen by the Lender. Adjustments will
be made every 31 December and 30 June, respectively. Adjustments will be made
in accordance with the half-yearly percentage changes in the Shipping Companies
Index factors as of 30 June and 31 December. The maximum half-yearly Indexation
is 0.7472 % (zero point seven four seven two per cent).


 


“Index Loan” means each of
Tranches i), j), k) l), m) and n).


 


“Interest” has the meaning
ascribed to it in Clause 9;


 


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


 


For Market Loans with an
Interest Period not exceeding 6 months: the loss or gain of breaking any
remaining part of the current Interest Period.


 


For Market Loans with an
Interest Period exceeding 6 months: the loss or gain calculated on the basis of
a conversion of all remaining (i.e. for the period during which interest has
been fixed) interest payments (less the Margin) to the 6 months USD LIBOR minus
0.125 % (zero point one two five per cent) (on the date of prepayment). The
market rate then prevailing for the remaining part of the Tranche, as
determined by the Lender, shall be used as discounting rate.


 


For CIRR Loans: the difference
between the outstanding principal amount of the relevant Tranche and the market
value of the Tranche, which market value shall be calculated by the Lender as
the net present value of the aggregate of (i) all outstanding instalments at
the time of (p)repayment and (ii) all Interest that would have been payable
thereon, using as discounting rate the CIRR applicable at the date of
(p)repayment for a period equal to the remaining maturity of the Tranche at the
time of (p)repayment (or in case of a part prepayment, an amount equal to the
proportional part of the above aggregate amount). If at the time of prepayment
the fixing of the CIRR has been abandoned, the discounting rate shall be the
rate of Interest per annum determined by the Danish Central Bank (“Danmarks
Nationalbank”) to be the replacement for CIRR for the relevant maturity.


 


For Index Loan: No Interest
Breakage Costs are applicable (but the Tranche will be indexed on the basis of
the index factor on the date of (p)repayment).


 


12

















 


“Interest Payment Date” means:


 


For Index Loans and for Market
Loans (for the latter, only as long as Interest has been fixed for a period
ending on a day which is before the final Repayment Date of the relevant
Tranche): The last Banking Day of the relevant Interest Period;


 


For Market Loans (except as
described above) and CIRR Loans: Each 25 May and each 25 November (except for
Tranche h where the agreed dates are each 25 April and each 25 October), or, if
such day is not a Banking Day, then the immediate preceding Banking Day;


 


always provided that Interest
shall be calculated and paid on a semi-annual basis.


 


“Interest Period” means:


 


For Tranche h): Each successive
period of 6 (six) months from 1 May and 1 November, and


 


For all other Tranches: Each
successive period of 6 (six) months from 1 June and 1 December;


 


or such other Interest Period
as may from time to time be agreed between the Borrower and the Lender.


 


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


 


“LIBOR” means the rate of
interest quoted on Telerate page 3750 (or such other widely used International
Electronic Information System as the Lender may determine) for the relevant
Interest Period at or about 11.00 a.m. London time, two London Banking Days
prior to the commencement of such Interest Period. Alternatively, LIBOR shall
be determined by the Lender as the rate of Interest at which the Lender is
offered deposits for such Interest Period by prime banks in the Interbank Market
at or about 11.00 a.m. London time, two London Banking Days prior to the
commencement of such Interest Period.


 


13

















 


“Loan” means the total
aggregate amount advanced by the Lender to the Borrower pursuant to this
Agreement and not yet repaid.


 


“Loan Agreement” means this
Agreement.


 


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


 


“Margin” means 0.08 % p.a.
(zero point zero eight per cent per annum), to be calculated by the Lender with
respect to Tranches a) - g) and paid by the Borrower.


 


“Market Loan” means each of
Tranches a), b), c), d), f), g), and h).


 


“Mortgage” means the first
priority fleet mortgage(s) over the Vessels registered with the Cayman Islands
Ship’s Registry.


 


“Novation” means for each
Tranche the Borrower’s acceptance to be bound and committed as Borrower.


 


“Repayment Date” means each
successive Interest Payment Date.


 


“Securities” means the
documents, rights and other assets granted to the Lender under Clause 13.


 


“Shipowning Companies” means
each of 14 limited liability companies, duly incorporated and validly existing
under Dutch law, each owning 1 Vessel and each being 100 per cent owned by SNTG
BV.


 


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


 


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


 


“SNIES” means Stolt-Nielsen
Inter European Service B.V., a limited liability company, duly incorporated and
validly existing under Dutch law, being 100 % owned by SNTG BV.


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Tranche” means the part of the
Indebtedness relating to each Vessel.


 


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


 


“Vessel” means each of the 14
Vessels listed in Clause 1.3 above, registered in the Cayman Islands Ship’s
Registry.


 


- o0o -


 


Clause headings are for ease of
reference only. Words in the singular number include the plural and vice versa.
The documents referred to above include their schedules and securities and any
subsequent amendments acceptable to the Lender.


 


15

















 


 


3.             The Facility


 


3.1           The
Lender hereby grants the Facility to the Borrower upon the terms and conditions
of this Agreement, viz. by the Borrower’s Novation of the obligations of the
Old Borrowers according to the Old Agreements.


 


3.2           The
Facility is available to the Borrower in up to 14 Tranches in the aggregate not
exceeding the aggregate of Loans under the Old Agreements, viz. USD
318,989,791.10 plus DKK 196,931,797.75.


 


3.3           Each
Novation shall be made with an amount corresponding to one or several Tranches.


 


3.4           The
Lender has the option to cancel the Facility (or any outstanding Tranche or
part thereof) on January 31, 2003, unless the Facility has been fully Novated
prior to this date, see also Clause 20.1.18.


 


4              Purpose of the Loan


 


4.1           The
purpose of the Loan is to assist with the financing of the restructuring
described in Clause 1.1 above by way of the Novation of the obligations under
the Old Agreements being agreed as partial payment of the agreed purchase
prices for the Vessels.


 


4.2           The
proceeds payable to the Old Borrowers under the Old Agreements were used for
the purpose of assisting with the financing of their acquisition of the Vessels
as described in the Old Agreements. Consequently, the proceeds of the Loan has
already been fully disbursed by the Lender, and no part of the proceeds will be
paid or advanced to the Borrower in connection with the Novation under this
Agreement.


 


5.             Conditions Precedent


 


5.1           The
obligations of the Lender to make each Tranche of the Facility available are
conditional on and the Borrower shall not give any notice of its intention to
request a Novation hereunder until and unless the Lender no later than 2.30
p.m. Copenhagen time on the day which is two Banking Days prior to the date on
which such notice is served


 


16

















 


has received
the following documents and found the same to be satisfactory in form and
substance:


 


5.1.1        a
certified copy of the certificate of incorporation, the articles of association
and the by-laws of the Borrower and of the relevant Shipowning Company;


 


5.1.2        a
certified copy of the budgets of the Borrower and of the relevant Shipowning
Company and a certified copy of the Borrower’s and of the relevant Shipowning
Company’s balance sheet on the date of Novation;


 


(for the time
being and until further notice, the Lender has waived the Borrower’s and the
Shipowning Company’s performance of this condition).


 


5.1.3        certified
copies of SNSA’s most recent balance sheets;


 


5.1.4        a
certified copy of the Stolt Tanker Joint Service Agreement;


 


5.1.5        certified
copies of the articles of association of SNSA, SNTG-LIB., SNTG-BER., SNI, SNH
and SNTG BV;


 


5.1.6        certified
copies of the sales contract or MOA, bill of sale and certificate of acceptance
and delivery made between the relevant Shipowning Company (as Buyer) and the
relevant Old Borrower (as Seller) of the relevant Vessel and of any loan
agreement made between the Borrower (as creditor) and the relevant Shipowning
Company or SNTG BV (as debtor);


 


5.1.7        evidence
that the relevant Vessel upon Novation will be registered with the Cayman
Islands Ship’s Registry in the name of the relevant Shipowning Company and that
the Vessel will be free of any registered mortgages and encumbrances, except
for the Mortgage;


 


5.1.8        evidence
that the insurances provided for in this Agreement have been effected and
mortgagee clauses (in favour of the Lender), duly noted or issued by the
insurers;


 


17

















 


 


5.1.9        certified
copies of (i) clean class certificates and (ii) tonnage certificate for the
Vessel;


 


5.1.10      a
legal opinion from Wouters Advocaten on Dutch law and relating to such matters
as the Lender has determined;


 


5.1.11      a
legal opinion from Allan Winsor on Liberian law and relating to such matters as
the Lender has determined;


 


5.1.12      a
legal opinion from Conyers Dill & Pearman on Bermuda law and relating to
such matters as the Lender has determined;


 


5.1.13      a
legal opinion from Walkers on Cayman Islands law and relating to such matters
as the Lender has determined;


 


5.1.14      a
legal opinion from Elvinger, Hoss & Prussen on Luxembourg law and relating
to such matters as the Lender had determined;


 


5.1.15      undertakings
from SNSA, SNTG-LIB., SNTG-BER., SNI, SNH, SNIESand SNTG BV relating to such
matters including subordination as the Lender has reasonably determined;


 


5.1.16      the
Securities, except for the Mortgage, duly established and perfected together
with any and all documents required by the Lender in this connection;


 


5.1.17      the
Mortgage with deed of covenants;


 


5.1.18      confirmation
that the Mortgage has been delivered to a Cayman Islands counsel acceptable to
the Lender for registration against the relevant Vessel in the Cayman Islands
Ship’s Registry and confirmation from such counsel that the Mortgage is ready
for registration with first priority;


 


5.1.19      certified
copies of minutes from board meetings in SNSA, SNTG-LIB., SNTG-BER., SNI, SNH,
SNIES, SNTG BV and the relevant Shipowning Company, approving the financial
arrangements outlined in this Agreement, including the granting of the
SNSA-Guarantee, the SNTG-LIB.-Guarantee, the undertakings described in Schedule
6 and the guarantees by the Shipowning Companies;


 


18

















 


5.1.20      a
certified copy of the relevant Bareboat Charterparty, and in respect of the
Bareboat Charterparty made with SNIES, a performance guarantee, on terms
acceptable to the Lender, from SNTG BV covering the obligations of SNIES.


 


5.2           The
above conditions shall be fully complied with in connection with each Novation.
However, the Lender is willing to consider to which extent the compliance with
all conditions can be waived in connection with the Novation of Tranches other
than the first Tranche Novated hereunder.


 


6.             Novation


 


6.1           Subject
to the other provisions hereof, the relevant Tranche(s) shall be Novated by the
Borrower at its request, if


 


(i)            not
later than 4 (four) Banking Days before the Novation, the Lender has received
from the Borrower a written notice of Novation irrevocably requesting the
Novation;


 


(ii)           the
requested Novation is equal to one or several Tranches;


 


(iii)          no
event has occurred which is or may become with passage of time or giving of
notice or both an Event of Default under this Agreement and / or under the Old
Agreements;


 


(iv)          the
representations and warranties set out in Clause 17 are true on the proposed
Novation date;


 


(v)           no
event has occurred which in the reasonable discretion of the Lender constitutes
a material adverse change of the position (financial or otherwise) of the
Borrower and / or of the relevant Shipowning Company;


 


19

















 


 


(vi)          the
Lender has received an up front fee in the amount of USD 10,000 payable in
connection with the first Novation hereunder;


 


(vii)         the
Lender has received evidence that the Mortgage has been, or upon the Novation
will be, duly registered in the Cayman Islands Ship’s Registry, with first
priority against the relevant Vessel.


 


6.2           Tranches
a) - h) have been disbursed in USD and shall, throughout the Loan period,
remain outstanding in USD.


 


6.3           Tranches
i) - n) have been disbursed in DKK and shall, throughout the Loan period,
remain outstanding in DKK.


 


6.4           The
Borrower shall on demand pay and indemnify the Lender for all costs, losses and
expenses incurred by the Lender, in the event that the Borrower, whether by
reason or failure, to satisfy any condition precedent or otherwise, fails to
give notice of Novation prior to the date stated in Clause 3.4 or fails to
Novate the full Loan.


 


7.             Repayment


 


7.1           The
Borrower agrees to repay each Tranche as described in each of the attached
repayment schedules (Schedule 1).


 


7.2           Notwithstanding
the above, any outstanding balance of the Indebtedness shall be paid in full as
follows:


 


(i)            if
the Lender so demands after any occurrence and continuance of an Event of
Default;


 


(ii)           on
25 November, 2013


 


8.             Prepayment


 


8.1           The
Loan or any Tranche thereof can be prepaid in whole or in part - minimum with
multiples of USD 1.5 million (Tranches denominated in USD) or DKK 10 millions
(Tranches denominated in DKK)) by the Borrower, provided that the Borrower has
notified the Lender of his in-


 


20

















 


tention
thereof at least 30 (thirty) Banking Days before the date of prepayment which
shall be the first day of an Interest Period; and that the amount to be prepaid
shall be calculated in accordance with Clause 8.3 hereof.


 


8.2           A
prepayment premium of 0.25% (zero point two five per cent) of the prepaid part
of the Loan shall be payable by the Borrower to the Lender in connection with
any prepayment.


 


8.3           The
amount to be paid by the Borrower in case of any prepayment shall be the
Indebtedness relating to the relevant Tranche on the date of prepayment as
calculated by the Lender.


 


For Index
Loans, the Indexation shall be calculated by the Lender on the basis of the
index factor on the date of prepayment.


 


8.4           A
prepayment may not be financed by use of any of the Securities, except for the
Mortgage on the Vessel relating to a prepaid Tranche, provided that the value
of the remaining Vessels enables the Borrower to comply with Clause 18.1.19.


 


8.5           Any
amount prepaid may not be redrawn, except if accepted by the Lender pursuant to
Clause 8.6. Any notice to prepay shall be irrevocable and unconditional and
shall commit the Borrower to prepay the relevant part of the Indebtedness.


 


8.6           In
case of the sale of a Vessel by a Shipowning Company, the Borrower or the
Shipowning Company may, as an alternative to prepaying the relevant Tranche,
replace the sold Vessel with an alternative Vessel of at least the same age,
condition and market value as the sold Vessel, always provided that such
replacement has been approved in advance by the Lender, and, further, provided
that such alternative Vessel enables the Borrower to comply with Clause
18.1.19. All costs relating to such replacement shall be payable by the
Borrower in addition to a fixed replacement fee to be calculated by the Lender
as 0.25 % (zero point two five per cent) of the relevant Tranche.


 


21

















 


The above
option to replace a sold Vessel shall not apply in respect to Tranche e), which
(due to the special CIRR-terms) shall be fully repaid in connection with a
deletion of M/S Stolt Efficiency from the Mortgage.


 


9.             Interest Rate


 


9.1           Interest
shall be paid (in arrears) by the Borrower to the Lender on each Interest
Payment Date.


 


9.2           The
Rate of Interest applicable to each Tranche from Novation to the final maturity
shall be:


 


a)             (M/S
“Stolt Innovation”), fixed throughout the loan period at 6.35 % p.a. (six point
three five per cent per annum);


 


b)            (M/S
“Stolt Confidence”), fixed throughout the loan period at 6.60 % p.a. (six point
six zero per cent per annum);


 


c)             (M/S
“Stolt Inspiration”), fixed throughout the loan period at 6.60 % p.a. (six
point six zero per cent per annum);


 


d)            (M/S
“Stolt Creativity”), fixed throughout the loan period at 6.38 % p.a. (six point
three eight per cent per annum);


 


e)             (M/S
“Stolt Efficiency”), fixed throughout the loan period at 8.5228 % p.a. (eight
point five two two eight per cent per annum);


 


f)             (M/S
“Stolt Concept”), fixed throughout the loan period at 6.045 % p.a. (six point
zero four five per cent per annum);


 


g)            (M/S
“Stolt Effort”), fixed from 1 December 2002 to 1 December 2006 at 5.42 % p.a.
(five point four two per cent per annum), including the Lender’s cost of
funding fixed at 0.3 % p.a. (zero point three per cent per annum). Before 1
December 2002 and after 1 December 2006: 6 months USD LIBOR plus the Lender’s
cost of funding fixed at 0.3 % p.a. (zero point three per cent per annum);


 


22

















 


h)            (M/S
“Stolt Perseverance”), fixed from 1 November 2003 to 1 November 2007 at 5.81 %
p.a. (five point eight one per cent per annum), including existing margin
agreed for this Tranche at 0.8 % p.a. (zero point eight per cent per annum).
Before 1 November 2003 and after 1 November 2007: 6 months USD LIBOR plus
(existing margin) 0.8 % p.a. (zero point eight per cent per annum);


 


i)              (M/S
“Stolt Tern”), fixed throughout the loan period at 4.50 % p.a. (four point five
zero per cent per annum) including existing margin agreed for this Tranche at
0.5 % p.a. (zero point five per cent per annum) plus Indexation;


 


j)              (M/S
“Stolt Dipper”), fixed throughout the loan period at 4.50 % p.a. (four point
five zero per cent per annum) including existing margin agreed for this Tranche
at 0.5 % p.a. (zero point five per cent per annum) plus Indexation;


 


k)             (M/S
“Stolt Petrel”), fixed throughout the loan period at 4.50 % p.a. (four point
five zero per cent per annum) including existing margin agreed for this Tranche
at 0.5 % p.a. (zero point five per cent per annum) plus Indexation;


 


l)              (M/S
“Stolt Kite”), fixed throughout the loan period at 4.50 % p.a. (four point five
zero per cent per annum) including existing margin agreed for this Tranche at
0.5 % p.a. (zero point five per cent per annum) plus Indexation;


 


m)            (M/S
“Stolt Kittiwake”), fixed throughout the loan period at 4.50 % p.a. (four point
five zero per cent per annum) including existing margin agreed for this Tranche
at 0.5 % p.a. (zero point five per cent per annum) plus Indexation; and


 


n)            (M/S
“Stolt Guillemot”), fixed throughout the loan period at 4.50 % p.a. (four point
five zero per cent per annum) including existing margin agreed for this Tranche
at 0.5 % p.a. (zero point five per cent per annum) plus Indexation.


 


23

















 


Plus (for
Tranches a) - g) only) the Margin (for the sake of clarity it is noted that the
Margin shall not reduce the cost of funding referred to in Tranche g)).


 


9.3           All
sums falling due hereunder by way of Interest and / or Default Interest will be
calculated by the Lender on the basis of:


 


Market Loan:
actual number of days (365) elapsed over a year of 360 (three hundred and
sixty) days.


 


CIRR Loan: a
year of 360 / 360 (three hundred and sixty) days.


 


Index Loan: a
year of 360 / 360 (three hundred and sixty) days.


 


9.4           The
Lender and the Borrower may from time to time agree to fix fluctuating Rate of
Interests for periods agreed upon between them. Such fixing shall be made on
terms acceptable to the Lender and Schedule 7 shall apply with such amendments
as may be requested by the Lender.


 


10.           Fees and Costs


 


10.1         The
Borrower shall pay the fees described in Clause 6.1 (vi), any and all lawyer’s
fees, stamp duties, court fees, notarisation fees and official duties or fees
incurred by the Lender in any jurisdiction in connection with the negotiation,
entering into and bringing into effect the Agreement and the establishment and
registration of the Securities and other documents provided hereunder.


 


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


 


24

















 


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


 


11.           Taxes


 


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


 


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


 


11.3         Nothing
herein shall:


 


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


 


25

















 


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


 


11.4         The
Lender shall not be under any obligation whatsoever to claim relief in respect
of any tax payment, either at all or in priority to any other reliefs, claims
or credits available to it.


 


12.           Change in Circumstances and Law


 


12.1         If
by reason of the introduction of or change in any applicable law, regulation or
ruling (whether or not having the force of law) or by reason of any other
circumstances affecting the Lender, including but not limited to the
introduction or any change in the official reserve, special deposit
requirements or capital adequacy requirements for the Lender in connection with
loans similar to this Loan the cost of the Lender of making, funding or
maintaining the Loan is increased or any other condition is imposed on the
Lender, then the Borrower shall on demand indemnify the Lender in respect of
such increased cost or against the effects of any such other condition. The
Lender shall co-operate with the Borrower with a view to reducing such
increased costs.


 


12.2         In
the event that it becomes unlawful for the Lender to maintain the Loan by
reason of any change after the date of this Agreement in any law, regulation or
directive, then the Borrower shall on demand prepay the Indebtedness to the
Lender in accordance with clause 8 (including clause 8.3) and in such case no
prepayment fee shall be payable to the Lender.


 


13.           Security


 


13.1         The
Indebtedness and all sums due now or hereafter to the Lender under this
Agreement, the Securities or otherwise whether actual or contingent shall be
and are hereby secured by the following Securities which shall be provided by
the Borrower to the Lender in form and substance acceptable to the Lender, and
where appropriate, regis-


 


26

















 


tered and/or
notified to obtain perfection and priority against third parties.


 


13.1.1      The
guarantees from the Shipowning Companies (schedule 9).


 


13.1.2      The
Mortgages, including deeds of covenants (schedule 2), which shall be on terms
acceptable to the Lender and for an amount expressed in USD and DKK
corresponding to the Indebtedness.


 


13.1.3      The
first priority assignments to the Lender of all Earnings of the Vessels,
(Schedule 3).


 


13.1.4      The
first priority assignments of all insurances of the Vessels (Schedule 4).


 


13.1.5      The
SNSA-Guarantee and the SNTG-LIB.-Guarantee (Schedule 5a and 5b).


 


13.1.6      The
Undertakings by SNTG-BER., SNI, SNH, SNIES and SNTG BV (Schedule 6).


 


13.2         All
of the Securities mentioned above in clause 13.1 shall be maintained as long as
any Indebtedness is outstanding. Only upon the full, irrevocable and
unconditional payment of the Indebtedness outstanding under this Agreement,
shall the Lender be obliged to release the Securities. Subject to clause
18.1.19 the Lender will release a Vessel from the Mortgage in connection with
the Tranche relating to such Vessel being fully prepaid in accordance with
clause 8.


 


14.           Negative Pledge


 


14.1         For
as long as any Indebtedness is outstanding, neither the Borrower nor any of the
Shipowning Companies shall give to any other party any mortgage or other form
of security over any of the Securities, its assets, Earnings or cash flow.


 


14.2         For
as long as any Indebtedness is outstanding, the Borrower, SNSA and SNTG-LIB.
shall not give to any other party (and cause the relevant company not to give
to any party) any pledge or other form of


 


27

















 


security over
the shares of SNTG-LIB., SNTG-BER., SNI, SNH, SNTG BV, the Borrower, SNIES or
the Shipowning Companies.


 


15.           Insurance


 


15.1         The
Borrower and the Shipowning Companies shall upon delivery and as long as any
Indebtedness is outstanding effect and maintain, or procure to be maintained
the following insurances on each Vessel:


 


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


 


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


 


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


 


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


 


(v)           mortgagees’
additional perils (pollution) insurance for such insurance sums as the Lender
may request, always provided that such request can only be tendered if such
insurance has become standard and customary in the Borrower’s trade; and


 


(vi)          such
additional insurances as the Lender in its sole reasonable discretion may
request.


 


15.2         The
insurances identified in (i), (ii) and (if relevant) - (v) and (vi) shall be
effected in USD and for the higher of the full market value of each Vessel or
120% (one hundred and twenty per cent) of the relevant Tranche and with first
class international insurers and on such conditions as the Lender shall have
previously approved in writing.


 


15.3         The
Borrower shall provide that the insurance policies contain loss payable
clauses, notice of assignment clauses and notice of cancellation clauses
acceptable to the Lender and a clause providing that changes (except for such
changes that do not imply a material 


 


28

















 


deterioration
of the rights of the Lender) to the policies cannot be effected without the
prior written consent of the Lender, all such clauses to be endorsed on the
policies.


 


15.4         The
Borrower shall provide that all insurance policies or cover notes have clauses
to the effect that any and every sum receivable in the event of actual, agreed,
constructive or compromised total loss or partial damage claims exceeding USD
1,000,000 (United States Dollars one million) can only be paid to the Borrower
subject to the prior written consent of the Lender, which consent shall not be
unreasonably withheld.


 


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


 


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


 


15.7         In
the event that the Borrower shall fail to take out or maintain the insurances
referred to in clause 15.2 or to promptly pay premiums as required hereunder,
the Lender on behalf of the Borrower or on behalf of the Shipowning Companies
may take out such insurances and pay the premiums, and the Borrower shall on
demand reimburse the Lender for such costs.


 


29

















 


15.8         As
an alternative to the Borrower effecting mortgagee Interest insurance (cf.
clause 15.2 (iv) above) the Lender may at the sole cost and expense of the
Borrower effect such insurance covering its Interest in such amounts and with
such brokers as the Lender shall in its sole discretion decide. The insurances
shall be entered into on terms, which shall substantially correspond to the
standard terms prevailing in the market at the relevant time.


 


16.           Payments and Calculations


 


16.1         All
payments made by the Borrower hereunder shall be made unconditionally without
right of set-off or counterclaim and without any withholding or deduction
whatsoever. All payments shall be received by the Lender for value at 10.00
a.m. local time on the relevant date at the place of payment in immediately
available freely transferable and convertible funds to such account(s) as the Lender
may from time to time notify to the Borrower.


 


16.2         Save
in case of manifest error, an extract from the Loan Account shall always be
conclusive so that the payment of any amount being claimed by the Lender as due
and payable cannot be suspended or withheld by the Borrower by reason of a
dispute of what is due and payable. Payment by the Borrower shall be without
prejudice, however, to the obligation of the Lender to repay any amount
collected or received in excess.


 


16.3         All
payments made by the Borrower hereunder shall be applied first towards costs,
fees and expenses, then towards Interest and finally towards repayment of the
Loan unless otherwise decided by the Lender.


 


17.           Representations and Warranties


 


17.1         The
Borrower, SNSA and SNTG-LIB. each represents and warrants as follows:


 


30

















 


17.1.1      The
Borrower is duly organised and validly existing under the laws of the
Netherlands as a limited liability company, and has the necessary corporate
power and authority to conduct its business and to enter into and perform the
Agreement in accordance with its terms;


 


17.1.2      The
Borrower has taken all necessary corporate action to authorise the entering
into of this Agreement, including the Securities, and all obligations granted
hereunder are valid, binding and enforceable on the Borrower in accordance with
their respective terms and neither the Borrower’s performance or observance of
any such obligation shall conflict with or result in any breach of any law or agreement
by which the Borrower is bound;


 


17.1.3      The
Borrower has obtained all consents, licenses and authorisations necessary for
the entering into and the performance of this Agreement in accordance with its
terms;


 


17.1.4      This
Agreement, which has been signed by the duly authorised representative of the
Borrower, is in full force and effect and constitutes valid binding and
enforceable obligations of the Borrower;


 


17.1.5      The
Borrower is not in default under any agreement to which it is a party and no condition
or event which with the giving of notice and/or the lapse of time would
constitute such an Event of Default exists, nor is it in violation of any
rules, laws or regulations applicable to its business nor has any events of
default occurred;


 


17.1.6      All
agreements, to which the Borrower is a party, are valid, binding and
enforceable and in full force and effect and no objections have been raised by
its contract parties as to their validity or enforceability;


 


17.1.7      Neither
the Borrower, any of the Shipowning Companies, SNSA, SNTG-LIB., SNTG-BER., SNI,
SNH or SNTG BV are involved in any litigation or arbitration that could
adversely affect its condition (financially or otherwise), nor are any such
pending or threatening, nor has any event occurred which can give rise to such
proceedings;


 


It is
expressly understood and agreed that the adverse change referred to in this
clause in the Lender’s opinion must make it more


 


31

















 


likely than
not that the Borrower, any of the Shipowning Companies, SNSA, SNTG-LIB.,
SNTG-BER., SNI, SNH and SNTG BV would be unable to pay its debt when such debt
became due. In such situation the Lender must advise the Borrower, any of the
Shipowning Companies, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH or SNTG BV in
writing of the event or events which in the Lender’s opinion constitute an
adverse change and - without prejudice to the Lender’s right to claim an Event
of Default - allow the Borrower, SNSA, SNTG-BER. or SNTG-LIB. 14 days in which
to dispute, clarify or respond otherwise;


 


17.1.8      All
of the information, exhibits or financial reports furnished to the Lender by
the Borrower or any entity affiliated therewith in connection with the
negotiation of this Agreement and the agreements referred to herein are true
and correct in all respects and do not contain any misstatement of fact or
omits to state a fact necessary in order not to make such information, exhibits
or financial reports misleading unless such misstatement or omission has been
rectified;


 


17.1.9      The
obligations of the Borrower under the Loan Agreement, the obligations of the
Shipowning Companies under the guarantees and the obligations of SNSA and
SNTG-LIB. under the SNSA-Guarantee and the SNTG-LIB.-Guarantee rank at least pari
passu with the claims of the Borrower’s, the Shipowning Companies’, SNSA’s and
SNTG-LIB.’s unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally;


 


17.1.10    The
Loan Agreement, together with the other agreements and arrangements
contemplated herein, constitutes the only material obligations of the Borrower
and of the Shipowning Companies;


 


17.1.11    The
following applies in respect of each of the Shipowning Companies, SNIES,
SNTG-BER., SNI, SNH and SNTG BV:


 


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


 


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


 


32

















 


c)             It
has not incurred any Consolidated Debt, except for debt between any members of
the Stolt-Nielsen S.A.-group of companies;


 


d)            All
and any of its present or future claims against the Borrower, any of the
Shipowning Companies, SNIES, SNSA or SNTG-LIB. are fully subordinated to the
claims of the Lender hereunder;


 


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


 


17.1.12    All
and any of the Borrower’s, any of the Shipowning Companies’, SNIES’, SNSA’s and
SNTG-LIB.’s present or future claims (whether for payment of dividend, loan
capital or otherwise) against each other are fully subordinated to (and can not
compete with) the claims of the Lender hereunder. Especially, the Borrower is
not, unless with the Lender’s prior approval, entitled to claim payment of any
amount from the Shipowning Companies under the inter-company loans or accounts
relating to the Borrower’s financing of the acquisition of the Vessels.


 


17.2         These
representations and warranties shall be deemed to be made on each Novation and
repeated perpetually until the Indebtedness has been fully repaid except for
those contained in clauses 17.1.5, 17.1.6 and 17.1.7, which shall be deemed
repeated only on the date of each Novation.


 


18.           Further Undertakings of the Borrower


 


18.1         The
Borrower, SNSA and SNTG-LIB. each undertake with the Lender that as long as any
Indebtedness is outstanding, the Borrower shall:


 


18.1.1      furnish
the following to the Lender:


 


(i)            the
annual accounts of the Borrower prepared in accordance with internationally
generally accepted accounting principles (U.S.G.A.A.P.) as soon as such
accounts are available and


 


33

















 


not later than
six (6) months after the end of the financial year (for the time being and
until further notice, the Lender has waived the Borrower’s performance of this
undertaking);


 


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


 


(iii)          the
audited annual accounts of the Shipowning Companies, SNIES, SNSA, SNTG-LIB.,
SNTG-BER., SNI, SNH and SNTG BV, and the report detailing the revenue, and
operating expenses, for the Stolt Tankers Joint Service, as soon as such
material is available and, in any event not later than six (6) months after the
end of the respective financial year (November 30); and


 


(iv)          the
consolidated annual budget of SNSA promptly after such budget has been approved
by SNSA’s board of directors and in no event later than two (2) months after
the commencement of each of SNSA’s financial years.


 


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


 


18.1.2      furnish
promptly to the Lender such other information and documents with respect to the
Borrower or any Shipowning Company as the Lender may from time to time
reasonably request, including but not limited to budgets;


 


18.1.3      notify
promptly the Lender of any material event that has occurred or shall occur
which may have a material adverse impact on the Borrower’s, any Shipowning
Company’s, SNIES’, SNSA’s, SNTG-LIB.’s,


 


34

















 


SNTG-BER.’s,
SNI’s, SNH’s and SNTG BV’s condition or standing (financial or otherwise).


 


It is
expressly understood and agreed that the adverse change referred to in this
clause in the Lender’s opinion must make it more likely than not that the
Borrower, any Shipowning Company, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH
and SNTG BV would be unable to pay its debt when such debt became due. In such
situation the Lender must advise the Borrower, any Shipowning Company, SNIES,
SNSA, SNTG-LIB., SNTG-BER., SNI, SNH and SNTG BV in writing of the event or
events, which in the Lender’s opinion constitute an adverse change and -
without prejudice to the Lender’s right to claim an Event of Default - allow
the Borrower, any Shipowning Company, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI,
SNH and SNTG BV 14 days in which to dispute, clarify or respond otherwise;


 


18.1.4      procure
that the relevant Shipowning Company remain the sole owner of the relevant
Vessel and not make or permit any changes in the ownership, the operation or
the registration thereof, without the prior written consent of the Lender;


 


18.1.5      not
materially change or permit to be changed its articles of association or other
constitutive documents, the Bareboat Charterparty or the Vessel’s participation
in the Stolt Tanker Joint Service Agreement without the prior written consent
of the Lender;


 


18.1.6      settle
all its liabilities as and when they fall due and only when they fall due,
immediately release its assets from expenses or attachments and not accept or
demand any credit from suppliers in excess of normal credit terms;


 


18.1.7      not
borrow any funds or to take on any obligations not contemplated in this
Agreement;


 


18.1.8      provide
answers to all of the Lender’s questions concerning the Vessel and its
operations and give the Lender - or experts appointed by the Lender - access to
the Vessel and its documentation;


 


35

















 


18.1.9      maintain
and make any foreign exchange operations and maintain any bank accounts and
deposit accounts with banks approved by the Lender and to move such accounts
and deposits to such bank which is approved by the Lender;


 


18.1.10    promptly
notify the Lender of any damages to or alteration of any single Vessel
involving costs in excess of USD 1,000,000 (United States Dollars one million);


 


18.1.11    notify
promptly the Lender of any Events of Default or any event, which with the
giving of notice or lapse of time may constitute an Event of Default hereunder;


 


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


 


18.1.13    keep
up each Vessel or procure that each Vessel is kept in a state of good and
seaworthy repair as to insure her compliance with the requirements from time to
time of all applicable laws and regulations and of her insurers, and arrange
that the Vessel is always managed by first class ships managers approved by the
Lender which approval shall not be unreasonably withheld, SNTG BV being
approved as ship manager;


 


18.1.14    uphold
each Vessel’s present classification or other similar classification
satisfactory to the Lender and open the Vessel and the Vessel’s class records
for the Lender’s inspection and give the Lender the right to obtain copies of
all class documents including survey reports;


 


18.1.15    not
without the prior written consent of the Lender make or permit or cause to be
made any material change in the structure, type or speed


 


36

















 


of any Vessel,
except for such as are necessary in order to uphold the Vessel’s class or to
comply with legal requirements;


 


18.1.16    comply
with all terms and conditions included in the Securities to which it is a
party;


 


18.1.17    immediately
inform the Lender should the terms and conditions of any of the note purchase
agreements executed by SNTG-LIB. not be complied with, or should an Event of
Default occur under any of the note purchase agreements and, further, procure
that SNTG-LIB. mails to the Lender copies of all general material, including
circular letters, sent by SNTG-LIB. to the note purchasers;


 


18.1.18    not
without the prior written consent of the Lender make any amendment to the
Mortgage or any other material agreement or document to which the Borrower or
any Shipowning Company is a party;


 


18.1.19    accept
that all Vessels (irrespective of whether owned by the Shipowning Companies or
by the Old Borrowers) shall at all times have a total market value of at least
125% (one hundred and twenty-five per cent) of the total Indebtedness. The
Borrower shall on demand provide the Lender with additional security if and to
the extent that the market value of any single Vessel or all Vessels according
to the Lender’s calculation falls below this percentage. This obligation shall
continue also after an Event of Default has occurred. The market value of each
Vessel shall be computed as the average of two evaluations obtained by the
Lender made on the basis of cash sale “as is - where is” and “willing buyer -
willing seller”. The evaluations shall be obtained by brokers appointed by the
Lender in the Lender’s sole discretion, provided that such brokers shall be
experienced and recognised in the sale and purchase of chemical parcel tankers,
for instance and by way of illustration only Barry Rogliano Salles (Paris), P.
Bassoe (Oslo), A.L. Burbank (New York) and Wiborg Shipping AS (Oslo);


 


18.1.20    furnish
to the Lender all material accounts and information sent to the major creditors
of either any of the Shipowning Companies, SNIES, SNSA, SNTG-LIB., SNTG-BER.,
SNI, SNH or SNTG BV, and arrange


 


37

















 


that the
Lender be represented during any meetings held between any of the aforesaid
companies and a group (minimum 2) of creditors;


 


18.1.21    generally
to do or procure to be done all things and acts which in the Lender’s opinion
may be reasonably necessary or advisable in order to secure the Lender’s rights
pursuant to this Agreement and the Securities, including without limitation to
assign all of its rights and claims against the Shipowning Companies to the
Lender;


 


19.           Loan Account


 


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


 


19.2         In
legal action or proceeding arising out of or in connection with this Agreement
the entries made in the Loan Account maintained pursuant to this Clause shall
be conclusive evidence of the existence and size of the obligations of the
Borrower, save for manifest error.


 


20.           Events of Default


 


20.1         Any
of the following events taking place shall constitute an Event of Default:


 


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


 


20.1.2      the
Borrower shall fail to effect or at all times maintain the insurances required
under this Agreement, including without limitation in the event that any
Vessel’s amounts of hull and machinery and war insurances, whether due to
currency fluctuations or otherwise, shall be less


 


38

















 


than 120% (one
hundred and twenty per cent) of the Indebtedness relating to the relevant
Tranche; or


 


20.1.3      any
representation, warranty or covenant made or provided by the Borrower, any of
the Shipowning Companies, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH or SNTG
BV in this Agreement or the Securities or any certificate or statement
delivered or made hereunder, including Schedule 6, shall prove to have been
invalid, unenforceable in any relevant jurisdiction, incorrect or inaccurate in
any material respect when made; or


 


20.1.4      the
Borrower shall be in breach of its due performance or observance of any other
provision, obligation, promise or undertaking of this Agreement or the
Securities or there shall be a breach of the representations or warranties of
this Agreement or any of the Securities or Schedule 6 and such breach shall
continue unremedied for 10 calendar days after the Lender shall have given the
Borrower notice of such breach or failure of due performance; or


 


20.1.5      any
loan, debt or other obligation of the Borrower in respect of borrowed money (including
under the Loan Agreement referred to in Clause 1.6 above) shall become due or
declared due and payable and shall not then be paid, or other debts of the
Borrower shall not be paid when due, unless in Lender’s opinion contested in
good faith by the Borrower and adequate provision made; or


 


20.1.6      the
Borrower, any Shipowning Company, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH
or SNTG BV, shall be in default under any note purchase agreement or any other
agreement, provided that such default involves a claim against the Borrower,
any Shipowning Company, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH or SNTG BV
exceeding USD 7,500,000 (United States Dollars seven million five hundred
thousand);


 


20.1.7      Any
Shipowning Company, SNSA or SNTG-LIB. shall be in any default under its
guarantees, the SNSA Guarantee or the SNTG-LIB. Guarantee, and such default
shall continue unremedied for 10 calen-


 


39

















 


dar days after
the Lender shall have given the Borrower notice of such default;


 


20.1.8      any
of the Securities are not established, maintained, registered or perfected in
accordance with this Agreement or shall in good faith become contested, invalid
or unenforceable in full or in part in any jurisdiction in accordance with
their respective terms;


 


20.1.9      the
Borrower, any Shipowning Company, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH
or SNTG BV suspend their payments, becomes insolvent within the meaning of the
Danish insolvency legislation or the legislation of its jurisdiction, is wound
up or is declared bankrupt or execution is levied on its assets or proceedings
are commenced by or against it under any insolvency laws of any jurisdiction
and such proceedings are not discharged within 30 days of having been so commenced
and such proceedings shall in the absolute discretion of the Lender have a
material adverse effect on the Borrower’s, such Shipowning Company’s, SNIES’,
SNSA’s, SNTG-LIB.’s, SNTG-BER.’s, SNI’s, SNH’s and SNTG BV’s duty to perform
its obligations hereunder, or any of these shall commence proceedings or
negotiations with its creditors for a reorganisation, moratorium, composition
of debts or similar arrangement;


 


20.1.10    any
governmental or other consents, licenses, permissions, approvals, registrations
or authorisations necessary or required for the operation of the Borrower’s
business, including the Vessel, or for the validity, enforceability or legality
of this Agreement, the Securities or other agreements to which the Borrower is
a party are not obtained, are withdrawn or ceases to be in full force and
effect;


 


20.1.11    Any
Vessel is abandoned, condemned, looses the right to carry its flag of
registration, is deleted or cancelled from the agreed ship register or sold or
disposed of or if it is captured or seized and possession not regained within
15 days;


 


20.1.12    any
Vessel is employed in a trade or operated in a manner which is contrary to this
Agreement or any applicable law, regulation or con-


 


40

















 


vention or not
covered under the insurances required under Clause 15;


 


20.1.13    mortgages,
pledges or other collateral are registered on any Vessel contrary to Clause
14.1 above;


 


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


 


20.1.15    any
event shall occur which in the reasonable opinion of the Lender may result in a
material adverse change (since the date hereof) in the ability of the Borrower,
any Shipowning Company, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH or SNTG BV
to meet its obligations or a material deterioration of the value of the Securities
shall have occurred.


 


It is
expressly understood and agreed that the adverse change referred to in this
Clause in the Lender’s opinion must make it more likely than not that the
Borrower, any Shipowning Company, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH
or SNTG BV would be unable to pay its debt when such debt became due. In such
situation the Lender must advise the Borrower, the Shipowning Company, SNIES,
SNSA, SNTG-LIB., SNTG-BER., SNI, SNH or SNTG BV in writing of the event or
events which in the Lender’s opinion constitute an adverse change and - without
prejudice to the Lender’s right to claim an Event of Default - allow the
Borrower, such Shipowning Company, SNIES, SNSA, SNTG-LIB., SNTG-BER., SNI, SNH
or SNTG BV 14 days in which to dispute, clarify or respond otherwise;


 


20.1.16    the
Borrower assumes or incurs any obligation in addition to those of which the
Lender has been notified prior to the entering into of this Agreement, which in
the opinion of the Lender has or may have a material adverse effect on the
condition of the Borrower (financial or otherwise).


 


41

















 


It is
expressly understood and agreed that the adverse change referred to in this
Clause in the Lender’s opinion must make it more likely than not that the
Borrower would be unable to pay its debt when such debt became due. In such
situation the Lender must advise the Borrower in writing of the event or events
which in the Lender’s opinion constitute an adverse change and - without prejudice
to the Lender’s right to claim an Event of Default - allow the Borrower 14 days
in which to dispute, clarify or respond otherwise;


 


20.1.17    there
is a breach of any of the undertakings included in the statements referred to
in Clauses 17 and 18;


 


20.1.18    the
Borrower shall, for any reason, fail to Novate the full Facility by 31 January
2003, unless otherwise agreed with the Lender; or


 


20.1.19    this
Agreement or any of the Securities shall be invalid, not binding, unenforceable
or illegal, in whole or in part.


 


20.2         In
any such case as mentioned in Clause 20.1 and at any time thereafter and so
long as any such Event of Default continues, the Lender may (in addition to any
other remedies available to it or to the Lender by law):


 


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


 


(ii)           freely
choose and decide whether and if so what Securities, including without
limitation the Mortgage and any guarantees should be realised or rights
exercised under the Securities as well as what rights of default or other
remedies are to be established or exercised.


 


20.3         The
amount to be repaid shall be calculated in accordance with Clause 8.3 hereof,
however, without prejudice to any other sums owing to the Lender or to the
Lender as a result of the Event of Default.


 


42

















 


21.           Default Interest


 


21.1         Without
prejudice to the other provisions of this Agreement, if the Borrower fails to
pay when due any sum due or to become due hereunder, the Borrower shall from
the date when such sum fell due pay Default Interest on the unpaid sum up to
the date of payment, at an annual rate to be calculated by the Lender as:


 


•              For Market Loans:
the higher of the aggregate of the Lender’s actual cost of funding or the six
months’ USD LIBOR plus 5% (five per cent) p.a., and


 


•              For Index Loans and
CIRR Loans: the higher of the aggregate of the Lender’s actual cost of funding
or the rate of Interest applicable to the relevant Tranche plus 5% p.a. (five
per cent per annum), and


 


such rate to
be determined for an Interest Period as the Lender may determine.


 


Such Default
Interest shall be payable on demand and minimum on a monthly basis. If any
payment of principal or Interest is not made on the relevant Interest Payment
Date (or Repayment Date, as the case may be) Default Interest shall be payable
from the relevant Due Date until the date of payment.


 


22.           Indemnity


 


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


 


22.2         If
for any reason, including without limitation the occurrence of an Event of
Default, and without prejudice to the foregoing the Loan or any part thereof is
prepaid or repaid to the Lender on a day other than in accordance with this
Agreement, the Borrower shall pay to the Lender on demand such amount as may be
necessary to compensate


 


43

















 


the Lender for
any funding costs, including but not limited to Interest Breakage Costs.


 


23.           Assignment of this Agreement


 


23.1         The
Borrower may not without the prior written consent of the Lender assign or
transfer its rights or obligations hereunder or any part thereof, and any
purported assignment or transfer shall be void.


 


23.2         The
Lender is entitled to assign its rights and obligations hereunder, in part or
in whole. The assignment of all or part of the Lender’s rights and obligations
hereunder shall be effective when the Borrower receives written notice of such
assignment together with a copy of such instrument effecting such assignment
duly executed by the Lender and its assignee provided (i) that such assignment
shall not result in the imposition of any costs, losses and expenses or tax on
the part of the Borrower; and (ii) that no assignment may be made to any person
which is not a financial institution or bank; and (iii) the Borrower has
consented to the assignment, such consent not to be unreasonably withheld and
such consent not being necessary if the assignment is made to an entity
directly or indirectly controlled by the Lender. Upon any assignment, the
assignee shall be entitled to the assignor’s rights under the Securities.


 


23.3         The
Lender shall be entitled to disclose to any potential assignee or
sub-participant such financial and other information regarding the Borrower as the
Lender deem necessary or appropriate in connection herewith.


 


24.           Power of Attorney


 


24.1         The
Borrower hereby irrevocably appoints the Lender as its true and lawful
attorney-in-fact with full power to ask, require, demand, call in, endorse,
receive, compound and give acquittance in respect of all money and claims due
under or arising out of this Agreement and the Securities and to take all
actions and initiate any proceedings which


 


44

















 


the Lender in
its sole discretion find appropriate in order to maintain, enforce, realise or
take possession of the Securities.


 


24.2         The
Lender shall vis-a-vis third parties be entitled to realise the Securities
without the intervention of any court and this Power of Attorney shall also
constitute the necessary and required authorisation towards public authorities,
the Cayman Islands Ship’s Registry and any and all third parties.


 


24.3         The
Lender shall not exercise this Power of Attorney until it has declared that
there is an Event of Default.


 


24.4         The
Lender shall not be responsible to the Borrower for any loss incurred by the
Borrower as a consequence of the Lender’s exercise of its Power of Attorney
prescribed hereunder. If requested by the Lender, the Borrower shall issue a
separate document evidencing this Power of Attorney.


 


25.           Liability of the Lender


 


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


 


26.           Miscellaneous


 


26.1         The
Lender’s omission to claim any event as an Event of Default or to invoke any
other rights granted to the Lender hereunder shall not result in the Lender
subsequently at any time not being entitled to claim such event (to the extent
not remedied) or similar events as an Event of Default or invoke such rights.


 


45

















 


26.2         Whenever
reference is made to this Agreement it includes the Securities and other
documents of this Agreement. In case of any discrepancy between this Agreement
and the other documents this Agreement shall prevail.


 


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


 


26.4         In
the event that the Borrower shall be prevented by law from making any payments
to the Lender or to perform any of its other obligations, if such obligations
are deemed by the Lender to be material for the ability of the Borrower to
perform its obligations hereunder, then, this Agreement shall immediately
terminate if so requested by the Lender upon notice to the Borrower (without
prejudice to the rights of the Lender under this Agreement) whereupon all sums
outstanding shall become due and payable by the Borrower to the Lender.


 


26.5         If
at any time all of SNTG-BER., SNI, SNH and SNTG BV guarantee the full performance
of the Borrower’s obligations under this Agreement, then the Lender shall
reduce the Margin from 0.08 % p.a. (zero point zero eight per cent per annum)
to 0.05 % p.a. (zero point zero five per cent per annum) and waive Clause
17.1.11 c), provided that the terms and substance of such new guarantees are
acceptable to the Lender in its sole discretion.


 


27.           Law and Jurisdiction


 


27.1         Danish
law shall apply to this Agreement, the Securities and other documents provided
hereunder, unless otherwise agreed.


 


27.2         Any
dispute arising out of or in connection with this Agreement or the Securities
shall be settled by the Maritime and Commercial Court in Copenhagen, Denmark
(“S0- og Handelsretten”). This shall, however, not limit the right of the
Lender to initiate proceedings against


 


46

















 


the Borrower,
any of its assets, or any of the Securities in any other competent
jurisdiction. Any decision of the Maritime and Commercial Court in Copenhagen,
Denmark, may be appealed to the Danish Supreme Court.


 


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


 


28.           Communications


 


28.1         Each
communication (including notices and service of legal proceedings) under this
Agreement shall be made in writing by registered mail, delivered by hand, or
sent by telex or fax in each such case followed by a confirmation in writing.
Each communication or document to be delivered to any party under this
Agreement shall be sent to it at the telex number, fax number or address, and
marked for the attention, if any, from time to time designated by it to the
Lender for the purpose of this Agreement.


 


Any
communication between the parties shall be deemed to be received by that party,
if sent by registered mail, two days after it was sent and receipt obtained, if
delivered by hand, when delivered and receipt obtained and, if sent by telex or
fax, when sent and answer back received.


 


All
communications and documents shall - if so requested by the Lender from time to
time - either be in English or accompanied by a certified translation into
English.


 


28.2         Communications
to the Borrower shall be sent to:


 


Stolt Tankers
Finance B.V.

25 Karel Doormanweg,

3115 JD Schiedam

The Netherlands,

Telephone No.: 31 10 299-6640


 


47

















 


Fax Number: 31
10 299-6709

Att.: Piet Hoogland


 


and with a copy to:


 


Stolt-Nielsen
Transportation Group Ltd.

8 Sound Shore Drive

P.O. Box 2300

Greenwich, CT 06836

U.S.A.

Attn.: Mr Howard J. Merkel

Telephone No.: 1 (203) 625-3658

Fax Number: 1 (203) 625-3957


 


28.3         Communications
to the Lender shall be sent to:


 


Danish Ship
Finance (Danmarks Skibskreditfond)

1-3 Sankt Annae Plads

Postbox 3028

DK-1021 Copenhagen K

Denmark

Telephone No.:     +45
33 33 93 33

Fax Number:          +45 33 33 96 66

Telex Number:       16757 fond dk

Attn.: Ms Hanne Pedersen


 


[GRAPHIC OMITTED]


 


In WITNESS whereof this Loan
Agreement has been entered into on the day and in the year written below and
signed by the parties


 


For the Borrower:


 




	
  Rotterdam,
  20 November 2002

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
  For Stolt
  Tankers Finance B.V.:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland as per p.o.a.

  	
   

  	
  [                         ]

  
					






 


48

















 


For the Lender:


 


	
  Rotterdam,
  20 November 2002

  	
  Witnessed
  by:

  	
   

  
	
   

  	
   

  
	
  For Danmarks
  Skibskreditfond

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Hanne
  Pedersen

  	
  Klaus Vilstrup

  
					



 


[GRAPHIC OMITTED]


 


As joint guarantors
(“selvskyldnerkautionister”) for the full and timely performance of all and any
of the Borrower’s obligations under this Loan Agreement.


 


	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For
  Stolt-Nielsen S.A.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For
  Stolt-Nielsen Transportation Group Ltd., Liberia

  	
  Witnessed by

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Innovation B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  



 


49

















 


	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Confidence B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Inspiration B.V.:

  	
  Witnessed by

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Creativity B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Efficiency B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Concept B.V.:

  	
  Witnessed by

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Effort B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  



 


50

















 


	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Perseverance B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Shipholding (Gibraltar) B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  



 


[GRAPHIC OMITTED]


 


We hereby confirm:


 


that we have assigned all of our rights and obligations under the Old
Agreements


—       to Stolt Tankers Finance
B.V.


 


that we shall remain fully
liable for our performance of all obligations 


—       accruing
under the Old Agreements up to the date of full and final Novation under this
Agreement (except for our indemnity obligations which shall survive such
Novation), and


 


that we have no claims against
the Lender arising out of the Old Agreements and


—       the aforesaid assignment.


 


 


	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Innovation Limited:

  	
  Witnessed
  by:

  



 


51

















 


	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Confidence Limited:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Inspiration Limited:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Creativity Limited:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  



 


52

















 


	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Efficiency Limited:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Concept Limited:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Effort Limited:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Perseverance Limited:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Term B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Dipper B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Petrel B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Kite B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For Stolt
  Kittiwake B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Rotterdam,
  20 November 2002

  	
   

  
	
   

  	
   

  
	
  For
  Guillernot B.V.:

  	
  Witnessed
  by:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Piet
  Hoogland

  	
  [                                  ]

  



 


53