Exhibit
4.2


 


EXECUTION COPY


 


DATED 14
October 2005


 


SEA CONTAINERS LTD.


(as Junior Borrower)


 


- and -


 


SILJA OY AB, SILJA CRUISE AB,
SALLY AB,


CROWN CRUISE LINE INC. S.A. and
SEAWIND LINE AB


(as Owners)


 


- and -


 


THE VARIOUS LENDERS


(as lenders)


 


- and -


 


NORDEA BANK DANMARK A/S

(as Paying Agent)


 


- and -


 


NORDEA BANK FINLAND PLC

(as Security Agent)


 


- and -


 


HSH NORDBANK AG


(as Documentation Agent)


 


- and -


 


NORDEA BANK DANMARK A/S

(as Lead Arranger)


 


-and-


 


HSH NORDBANK AG

FORTIS BANK S.A./N.V.

THE GOVERNOR AND COMPANY

OF THE BANK OF SCOTLAND


(as Co-Arrangers)


 


FIRST SUPPLEMENTAL AGREEMENT TO A


€54,000,000 SECURED TERM LOAN
AGREEMENT


DATED 5 NOVEMBER 2003


 


	
  

  	
  One, St. Paul’s Churchyard

  London EC4M 85H

  Telephone +44 (0)20 7329 4422

  Fax +44 (0)20 7329 7100

  DX No. 64 Chancery Lane

  www.shiegal.com

  



 





















 


CONTENTS


 


	
  1

  	
  Interpretation

  
	
   

  	
   

  
	
  2

  	
  Conditions

  
	
   

  	
   

  
	
  3

  	
  Representations
  and Warranties

  
	
   

  	
   

  
	
  4

  	
  Amendments
  to Loan Agreement

  
	
   

  	
   

  
	
  5

  	
  Confirmation
  and Undertaking

  
	
   

  	
   

  
	
  6

  	
  Communications,
  Law and Jurisdiction

  
	
   

  	
   

  
	
  7

  	
  Miscellaneous

  
	
   

  	
   

  
	
  Schedule 1

  
	
   

  	
  The Banks

  
	
   

  	
   

  
	
  SCHEDULE 2

  
	
   

  	
  The Co-Arrangers

  
	
   

  	
   

  
	
  SCHEDULE 3

  
	
   

  	
  The Owners
  and the Vessels

  
			



 





















 


SUPPLEMENTAL AGREEMENT


 


Dated:  14 October 2005


 


BETWEEN:-


 


(1)          SEA CONTAINERS LTD., a company incorporated according to the law
of Bermuda whose registered office is at Canon’s Court, 22 Victoria Street,
Hamilton HM12, Bermuda (“the Junior Borrower”);
and


 


(2)          the banks listed in Schedule 1, each
acting through its office at the address indicated against its name in Schedule 1
(together “the Banks” and each a “Bank”); and


 


(3)          NORDEA BANK DANMARK A/S, acting as paying agent through its office at
Christiansbro, Strandgade 3, P.O. Box 850, DK-0900 Copenhagen C, Denmark
(in that capacity “the Paying Agent”);
and


 


(4)          NORDEA BANK FINLAND plc, acting as
security agent through its office at Satamaradankatu 5, Helsinki, FIN-00020,
Finland, (in that capacity “the Security Agent”);
and


 


(5)          HSH NORDBANK AG, acting as documentation agent through its
office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Federal Republic of
Germany (in that capacity “the Documentation Agent”);
and


 


(6)          NORDEA BANK DANMARK A/S, acting as lead arranger through its office
at Christiansbro, Strandgade 3, P.O. Box 850, DK-0900 Copenhagen C,
Denmark (in that capacity “the Lead Arranger”);
and


 


(7)          the banks listed in Schedule 2, each
acting through its office at the address indicated against its name in Schedule 2
(together “the Co-Arrangers” and each a “Co-Arranger”); and


 


(8)          the companies listed in Schedule 3, each
of which is a company incorporated according to the laws of the country
indicated against its name in Schedule 3, with registered office at the
address indicted against its name in Schedule 3 (together “the Owners” and each an “Owner”).


 


SUPPLEMENTAL TO  a Secured Loan Facility Agreement dated 5 November 2003
(the “Junior Loan Agreement”) made between
the Junior Borrower, the Banks, the Paying Agent,


 





















 


the Security Agent, the Documentation Agent, the Lead Arrangers, the
Co-Arrangers and the Owners on the terms and subject to the conditions of which
each of the Banks agreed to advance to the Junior Borrower its respective
Commitment of an aggregate amount of a term loan not exceeding fifty four
million euro (€54,000,000) in order to assist the Junior Borrower with
additional working capital (the “Junior Loan”).


 


WHEREAS:-


 


(A)          The Action Plan of Silja Oy AB (the “Senior Borrower”), defined below, will involve: (1) the
sale of its non-core Senior Loan Agreement vessels and will lead to a reduction
in its income level; and (2) reconstruction costs.  The Senior Borrower considers that the Action
Plan will necessitate amendment of certain of the financial covenants set out
in clause 12.3.11 of the Senior Loan Agreement. The Senior Borrower has
requested that the Senior Loan Agreement be amended to accomplish this. The
Junior Loan Agreement will be amended to reflect certain modifications to the
Senior Loan Agreement.


 


(B)           The Junior Borrower, the Banks, the Paying
Agent, the Security Agent, the Documentation Agent, the Lead Arrangers, the
Co-Arrangers and the Owners have agreed to amend the Junior Loan on the terms
and subject to the conditions contained in this Supplemental Agreement.


 


IT IS AGREED THAT:-


 


1              Interpretation


 


1.1           In this Supplemental Agreement:-


 


“Action Plan”
means the Senior Borrower’s action plan as set out in a letter from the Senior
Borrower to the Lead Arranger dated 24 August 2005;


 


“Effective Date”
means the date on which the Documentation Agent confirms to the Junior Borrower
that all of the conditions referred to in clause 2.1 have been satisfied, which
confirmation the Documentation Agent shall be under no obligation to give if an
Event of Default or Potential Event of Default shall have occurred; and


 


“Material Change” means any material change which, in the reasonable opinion of an
Instructing Group is likely to:


 


2





















 


(a)           adversely affect the ability of the Junior
Borrower to comply with its obligations under the Loan or Security Documents;


 


(b)           give rise to a breach of any of the financial
covenants set out in clause 12.3.11 of the Junior Loan Agreement;


 


(c)           adversely affect the business, assets or
financial condition of the Junior Borrower as a whole; or


 


(d)           (where the context so admits) result in any
of the Security Documents not being legal, valid and binding on, and
enforceable substantially in accordance with its terms against any party to
that document


 


1.2           All words and expressions defined in the
Junior Loan Agreement shall have the same meaning when used in this
Supplemental Agreement unless the context otherwise requires, and clause 1.2
(Interpretation) of the Junior Loan Agreement shall apply to the interpretation
of this Supplemental Agreement as if it were set out in full.


 


2              Conditions


 


2.1           Before clause 4 of this Supplemental
Agreement shall take effect, the Junior Borrower shall deliver or cause to be
delivered to or to the order of the Documentation Agent the following documents
and evidence:-


 


2.1.1        A certificate from a duly authorised officer
of each of the Security Parties confirming that none of the documents delivered
to the Documentation Agent pursuant to clauses 3.1.1 (Evidence of Incorporation)
and 3.1.3 (Officer’s Certificate) of the Junior Loan Agreement have been
amended or modified in any way since the date of their delivery to the
Documentation Agent, or copies, certified by a duly authorised officer of the
Security Party in question as true, complete, accurate and neither amended nor
revoked, of any which have been amended or modified.


 


2.1.2        A copy, certified by a director or the
secretary of the Security Party in question as true, complete and accurate and
neither amended nor revoked, of a resolution of the directors and (if required
for the purposes of any legal opinion required under clause 2.1.6) a resolution
of the shareholders


 


3





















 


of
each Security Party (together, where appropriate,
with signed waivers of notice of any directors’ or shareholders’ meetings)
approving, and authorising or ratifying the execution of, this Supplemental
Agreement.


 


2.1.3        The power of attorney of each of the Security
Parties under which this Supplemental Agreement is to be executed by that
Security Party.


 


2.1.4        Evidence of payment to the Paying Agent of
such amendment fee as may have been agreed.


 


2.1.5        A supplemental agreement to the Senior Loan
Agreement and a supplemental agreement to the Deed of Co-ordination and
Subordination, duly executed by the parties thereto together with such evidence
of the signing authority of the signatories thereto as the Documentation Agent may
require.


 


2.1.6        Such legal opinions as the Documentation
Agent may require.


 


2.2           All documents and evidence delivered to the
Documentation Agent pursuant to this clause shall:-


 


2.2.1        be in form and substance acceptable to the
Documentation Agent;


 


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


 


2.2.3        if required by the Documentation Agent, be
certified, notarised, legalised or attested in a manner acceptable to the
Documentation Agent


 


3              Representations
and Warranties


 


Each
of the representations and warranties contained in clause 4 of the Junior Loan
Agreement shall be deemed repeated by the Junior Borrower at the date of this
Supplemental Agreement and at the Effective Date, by reference to the facts and
circumstances then pertaining, as if references to the Security Documents
included this Supplemental Agreement.


 


4





















 


4              Amendments
to Loan Agreement


 


With
effect from the Effective Date:-


 


4.1           a new clause 12.3.7.1 shall be inserted in
the Junior Loan Agreement as follows:


 


“Charter Conditions: The Junior Borrower and Silja Cruise AB shall obtain the prior written
consent of an Instructing Group in relation to any proposed Material Change to
the terms of the conditions contained in any Bareboat Charter with any
Affiliate.”;


 


4.2           a new clause 12.2.11 shall be inserted in the
Junior Loan Agreement as follows:


 


“no repayments to shareholders any Shareholder Loans made available to the Senior Borrower or any
increases in share capital of the Senior Borrower may not be repaid (whether by
way of repayment of intercompany loan, dividend or otherwise howsoever) without
the consent of an Instructing Group.”;


 


4.3           the full stop at the end of clause 14.2.21 of
the Junior Loan Agreement shall be deleted and replaced with “;or”; and


 


4.4           a new clause 14.2.22 shall be inserted in the
Junior Loan Agreement as follows:


 


“approval of financial plan if the Instructing Group fail to approve the detailed financial plan
concerning the Action Plan (or any modification thereof) by 30 November 2005.”


 


5              Confirmation
and Undertaking


 


5.1           In consideration of the agreements of the
Paying Agent, the Security Agent, the Documentation Agent, the Lead Arranger,
the Co-Arrangers, the Banks and the Agent contained in this Supplemental
Agreement, the Junior Borrower and each of the Owners confirms that all of its
respective obligations under or pursuant to each of the Security Documents to
which it is a party remain in full force and effect, despite the amendments to
the Junior Loan Agreement made in or pursuant to this Supplemental Agreement,
as if all references in any of the Security Documents to the Junior Loan
Agreement (however described) were references to


 


5





















 


the
Junior Loan Agreement as amended and supplemented by this Supplemental
Agreement.


 


5.2           The definition of any term defined in any of
the Security Documents shall, to the extent necessary, be modified to reflect
the amendments to the Junior Loan Agreement made in or pursuant to this Supplemental
Agreement.


 


6              Communications, Law and
Jurisdiction


 


The
provisions of clauses 18 (Communications) and 21 (Law and Jurisdiction) of the
Junior Loan Agreement shall apply to this Supplemental Agreement as if they were
set out in full and as if references to the Junior Loan Agreement were
references to this Supplemental Agreement.


 


7              Miscellaneous


 


Clauses
19.7 (Taxes), 20.2 (No oral variations) and 20.21 (Contracts (Rights of Third
Parties) Act 1999) of the Loan Agreement shall (mutatis mutandis) apply to this
Supplemental Agreement.


 


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


 


6





















 


Schedule 1


 


The Banks


 


The Banks


 


Nordea Bank Danmark A/S


Christiansbro


Strandgade 3


DK-1401


Copenhagen K


Denmark


 


Fax: + 45 3333 5820/+ 45 3333 6690


FAO: International Loan Services


 


Nordea Bank Finland Plc


Satamaradankatu 5


Helsinki


FIN-00020


Finland


 


Fax: + 358 753 6816


FAO: Tellervo Koski / Taina
Salo


 


HSH Nordbank AG


Gerhart-Hauptmann-Platz 50


D-20095 Hamburg


Federal Republic of Germany


 


Fax: +49 40 3333 34269


FAO: Stefan Noll/Martina Timm – Shipping Department


 


Fortis Bank S.A./N.V.


23 Camomile Street


London EC3A 7PP


 


Fax: +44 207 444 8889


FAO: Paul Barnes / Raymond Ko


 


The Governor and Company of the Bank of Scotland


11 Earl Grey Street


Edinburgh EH3 9N


 


Fax: +44 207 0129 457


FAO: Iain Ross / Hilton Forster


 


7





















 


DVB Bank AG, London Branch


80 Cheapside


London


EC2V 6EE


 


Fax: +44 207 618 9652


FAO: Alison Scoot – Loans Administration


 


8





















 


SCHEDULE 2


 


The Co-Arrangers


 


HSH Nordbank AG


Gerhart-Hauptmann-Platz 50


D-20095 Hamburg


Federal Republic of Germany


 


	
  Fax:

  	
   

  	
  +49
  40 3333 34269

  
	
  FAO:

  	
   

  	
  Stefan
  Noll/Martina Timm – Shipping Department

  



 


Fortis Bank S.A./N.V.


23 Camomile Street


London EC3A 7PP


 


	
  Fax:

  	
   

  	
  +44
  207 444 8889

  
	
  FAO:

  	
   

  	
  Paul
  Barnes / Raymond Ko

  



 


The Governor and Company of the Bank of Scotland


11 Earl Grey Street


Edinburgh EH3 9N


 


	
  Fax:

  	
   

  	
  +44
  207 0129 457

  
	
  FAO:

  	
   

  	
  Iain
  Ross / Hilton Forster

  



 


9





















 


SCHEDULE 3


 


The Owners and the Vessels


 


	
  Name of

  Owner

  	
   

  	
  Country of Incorporation

  	
   

  	
  Registered Office

  	
   

  	
  Name of Vessel

  	
   

  	
  Flag of

  Vessel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silja
  Oy AB

  	
   

  	
  Finland

  	
   

  	
  Keilaranta
  9

  	
   

  	
  SILJA
  FESTIVAL

  	
   

  	
  Sweden

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Fl-02150
  Espoo

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silja
  Oy AB

  	
   

  	
  Finland

  	
   

  	
  Keilaranta
  9

  	
   

  	
  SILJA
  SYMPHONY

  	
   

  	
  Sweden

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Fl-02150
  Espoo

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silja
  Oy AB

  	
   

  	
  Finland

  	
   

  	
  Keilaranta
  9

  	
   

  	
  SILJA
  SERENADE

  	
   

  	
  Finland

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Fl-02150
  Espoo

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Silja
  Cruise AB

  	
   

  	
  Sweden

  	
   

  	
  Positionen
  8

  	
   

  	
  SILJA
  OPERA

  	
   

  	
  Sweden

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  115
  74 Stockholm

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sweden

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sally
  AB

  	
   

  	
  Finland

  	
   

  	
  Torggatan
  14

  	
   

  	
  FINNJET

  	
   

  	
  Finland

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  22100
  Mariehamn

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Finland

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Crown
  Cruise

  	
   

  	
  Panama

  	
   

  	
  20th Floor

  	
   

  	
  WALRUS

  	
   

  	
  Panama

  	
   

  
	
  Line

  	
   

  	
   

  	
   

  	
  Banco
  Continental

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Incorporated

  	
   

  	
   

  	
   

  	
  Building

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  S.A.

  	
   

  	
   

  	
   

  	
  PO
  Box 0816-01771

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Panama
  5

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Republic
  of Panama

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seawind
  Line AB

  	
   

  	
  Sweden

  	
   

  	
  Positionen
  8

  	
   

  	
  STAR
  WIND

  	
   

  	
  Sweden

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  115
  74 Stockholm

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sweden

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


10





















 


	
  The
  common seal

  	
  )

  	
   

  	
   

  
	
  of
  SEA CONTAINERS LTD.

  	
  )

  	
   

  	
   

  
	
  (as
  Junior Borrower) is hereto affixed

  	
  )

  	
   

  	
   

  
	
  in
  the presence of) 

  	
  )  /s/Guy Sanders

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of
  SILJA OY AB (as an Owner)

  	
  )  /s/Colin
  MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of SILJA CRUISE
  AB

  	
  )  /s/Colin MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of SALLY AB

  	
  )  /s/Colin MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of CROWN CRUISE
  LINE

  	
  )

  	
   

  	
   

  
	
  INCORPORATED S.A.

  	
  )  /s/Colin MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of SEAWIND LINE
  AB

  	
  )  /s/Colin
  MacFarlane

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of NORDEA BANK
  DANMARK A/S

  	
  )

  	
   

  	
   

  
	
  (as
  Lead Arranger)

  	
  )  /s/Lars
  Kyvsgaard

  	
   

  	
  /s/Tine
  Scharling

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of HSH NORDBANK
  AG

  	
  )

  	
   

  	
   

  
	
  (as
  a Co-Arranger)

  	
  )  /s/Mark
  Russell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of FORTIS BANK
  S.A./N.V.

  	
  )

  	
   

  	
   

  
	
  (as a Co-Arranger)

  	
  )  /s/Mark Russell

  	
   

  	
   

  



 


11





















 


	
  SIGNED by)

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of THE GOVERNOR
  AND COMPANY

  	
  )

  	
   

  	
   

  
	
  OF THE BANK OF SCOTLAND)

  	
  )

  	
   

  	
   

  
	
  (as
  Co-Arranger)

  	
  )  /s/Jon
  Feast

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of NORDEA BANK

  	
  )

  	
   

  	
   

  
	
  DANMARK A/S (as a Bank)

  	
  )  /s/Lars
  Kyvsgaard

  	
   

  	
  /s/Tine
  Scharling

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of HSH NORDBANK
  AG (as a
  Bank)

  	
  )  /s/Mark Russell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of
  FORTIS BANK S.A./N.V. (as a
  Bank)

  	
  )  /s/Mark
  Russell

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of THE GOVERNOR
  AND COMPANY

  	
  )

  	
   

  	
   

  
	
  OF THE BANK OF SCOTLAND)

  	
  )

  	
   

  	
   

  
	
  (as
  a Bank)

  	
  )  /s/Jon
  Feast

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of DVB BANK AG,
  LONDON BRANCH

  	
  )  /s/Keith
  McRae

  	
   

  	
  /s/Cornelia
  Urban

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of NORDEA BANK
  DANMARK A/S

  	
  )

  	
   

  	
   

  
	
  (as
  the Paying Agent)

  	
  )  /s/Lars
  Kyvsgaard

  	
   

  	
  /s/Tine
  Scharling

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNED
  by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of NORDEA BANK
  FINLAND PLC

  	
  )

  	
   

  	
   

  
	
  (as
  the Security Agent)

  	
  )  /s/Lars
  Kyvsgaard

  	
   

  	
  /s/Tine
  Scharling

  	
   

  
						



 


12





















 


	
  SIGNED by

  	
  )

  	
   

  	
   

  
	
  duly
  authorised for and on behalf

  	
  )

  	
   

  	
   

  
	
  of
  HSH NORDBANK AG)

  	
  )

  	
   

  	
   

  
	
  (as
  Documentation Agent)

  	
  )
  /s/Mark Russell

  	
   

  	
   

  



 


13