Exhibit
4.17


	
  

  	
   

  	
  

  



 


AMENDMENT
NO. 2 TO THE


LOAN
AGREEMENT


USD 225,779,727.18 Existing Financing


USD 100,000,000 New Financing Top Up Term Loan


USD 55,000,000 Additional Advance


 


	
  BETWEEN

  	
  STOLT TANKERS FINANCE B.V. 

  
	
   

  	
  As Borrower

  
	
   

  	
   

  
	
  AND

  	
  Danish Ship Finance A/S 

  
	
   

  	
  (Danmarks Skibskredit A/S) 

  
	
   

  	
  as Lender

  
	
   

  	
   

  
	
   

  	
  “Stolt Fleet Loan” 

  
	
   

  	
  DSF-Loan No. 4126

  



 


Dated:  19 July 2006


 


COPENHAGEN         ÅRHUS         LONDON         BRUSSELS


KROMANN REUMERT, LAW FIRM


SUNDKROGSGADE
5, DK-2100 COPENHAGEN Ø, DENMARK, TEL. +45 70 12 12 11, FAX +45 70 12 13 11
















CONTENTS


	
  1.

  	
   

  	
  BACKGROUND

  	
   

  	
  1

  
	
  2.

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  2

  
	
  3.

  	
   

  	
  AMENDMENTS TO THE LOAN AGREEMENT

  	
   

  	
  2

  
	
  4.

  	
   

  	
  OTHER PROVISIONS REMAIN EFFECTIVE

  	
   

  	
  9

  
	
  5.

  	
   

  	
  EFFECTIVE DATE AND DRAWDOWN OF ADVANCE B

  	
   

  	
  9

  
	
  6.

  	
   

  	
  LAW AND JURISDICTION

  	
   

  	
  10

  



 


SCHEDULES


	
  Schedule 1:

  	
   

  	
  Conditions Precedent

  
	
  Schedule 2:

  	
   

  	
  Form of Advance B Drawdown Notice

  
	
  Schedule 3:

  	
   

  	
  [Intentionally omitted]

  
	
  Schedule 4:

  	
   

  	
  [Intentionally omitted]

  
	
  Schedule 5:

  	
   

  	
  [Intentionally omitted]

  
	
  Schedule 6:

  	
   

  	
  Tranche B Repayment Schedule

  
	
  Schedule 7:

  	
   

  	
  Form of Parent Companies Guarantee

  
	
  Schedule 8:

  	
   

  	
  Form of Continuing Shipowning Companies Guarantee

  
	
  Schedule 9:

  	
   

  	
  Form Intermediate Companies Undertaking

  
	
  Schedule 10:

  	
   

  	
  Form of Insurances Assignment

  
	
  Schedule 11:

  	
   

  	
  Form of Earnings Assignment

  
	
  Schedule 12:

  	
   

  	
  Form Mortgage and Deed of Covenants

  



 



 i















AMENDMENT NO. 2 TO THE


LOAN AGREEMENT


This Amendment No. 2 to the Loan Agreement (the “Amendment”) is made on 19 July 2006
between:


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


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


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


1.              BACKGROUND


1.1                The Loan Agreement. The parties hereto are
parties to a USD 225,779,727.18 Existing Financing and USD 100,000,000 New
Financing Top Up Term Loan agreement dated 27 October 2005 (as amended by
Amendment No. 1 thereto dated 26 June 2006 and as may be further amended
from time to time, the “Loan Agreement”)
pursuant to which the Continuing Vessels owned by the Continuing Shipowning
Companies have been financed.


1.2                This Amendment. This Amendment is being
entered into by the Parties for the purpose of (i) the Lender making available
to the Borrower an additional advance in the amount of USD 55,000,000 to be
applied to the refinancing of the vessel M/S Stolt Achievement, (ii)
adding such vessel as a Continuing Vessel and Stolt Achievement B.V., a 100%
owned subsidiary of SNTG BV, as a Continuing Shipowning Company, and (iii)
making certain consequential amendments as set forth in this Amendment.



 1
 









2.             DEFINITIONS AND
INTERPRETATION


2.1                Incorporation of Loan
Agreement definitions. Terms defined in the Loan Agreement shall have the same
meaning when used in this Amendment unless otherwise stated herein or the
context otherwise requires.


2.2                Interpretation. In this Amendment,
unless the context otherwise requires


(a)         words denoting the
singular number shall include the plural and vice
versa; and


(b)        references to a “person”
includes any person, individual, firm, partnership, joint venture, company, corporation,
trust, fund, body corporate, unincorporated body of persons, or any state or
any agency of a state or association (whether or not having separate legal
personality).


2.3                Clause Headings. In this Amendment clause
headings are for ease of reference only.


3.             AMENDMENTS TO THE LOAN
AGREEMENT


3.1                Additional definitions:
Clause 2.1 (Definitions). The following
definitions are added to Clause 2.1 of the Agreement in the appropriate
alphabetical order.


“Achievement Loan
Agreement” means the loan agreement dated 20 May 2003, as amended by
Amendment No. 1 thereto dated 27 July 2005 pursuant to which the Lender and DVB
Bank A.G. made available to the Borrower a loan facility in the original
principal amount of USD 39,285,714.26 for purposes of financing the vessel M/S
Stolt Achievement.


“Advance B” means
the advance in the amount of USD 55,000,000 to be made by the Lender to the
Borrower on the Advance B Drawdown Date.


“Advance B Availability
Period” means the period commencing on the date on which all of the
conditions precedent to the disbursement of Advance B under the Agreement are
satisfied and ending on 31 December 2006.


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



 2
 









“Advance B Drawdown
Notice” means the written notice given by the Borrower for the drawdown of
Advance B.


“Loan” means the
aggregate principal amount of all Tranches at any time outstanding under this
Agreement.


“Tranche B” means
the tranche of the Indebtedness under the Agreement represented by Advance B.


3.2                Amendments to definitions:
Clause 2.1 (Definitions). The following
definitions in Clause 2.1 of the Agreement are amended as set forth below.


(a)              Definition
of “Continuing Shipowning Companies”. The definition of “Continuing Shipowning
Companies in Clause 2.1 of the Agreement is amended to read in its entirety as
follows:


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


(b)              Definition
of “Continuing Vessels”. The definition of “Continuing Vessels in Clause 2.1 of
the Agreement is amended by the addition of the M/S Stolt Achievement to the
list of Continuing Vessels contained therein by its insertion as number (viii)
on such list and the renumbering of the present number (viii) to number (ix).


(c)              Definition
of “Margin”. The definition of “Margin” in Clause 2.1 of the Agreement is amended by
the addition of the following Clause (iv) immediately after Clause (iii)
thereof:


“(iv)        in
respect of Tranche B, 0.72% p.a. (zero point seven two per cent per annum)”.


(d)           Definition
of “Proportion”. The definition of “Proportion” in Clause 2.1 of the Agreement is
amended so that the phrase “Continuing
Vessels” appearing twice therein is replaced each time by the phrase
“Continuing Vessels (other than the MS Stolt
Achievement)”.



 3
 









(e)            Definition
of “Tranche”. The definition of “Tranche” in Clause 2.1 of the Agreement is amended to
read in its entirety as follows:


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


3.3                Clause 3.1 (Commitment; Availability Period). The following sentences
are added to the end of Clause 3.1 of the Loan Agreement:


“Subject to the terms and conditions of this
Agreement, the Lender agrees to make Advance B available to the Borrower during
the Advance B Availability Period. If the Advance B Notice of Drawdown has not
been given within such time as to require funding of Advance B on or before the
last Banking Day of the Advance B Availability Period, the Lender’s commitment
to make Advance B available shall automatically be cancelled.”


3.4                Clause 3.2 (Purpose). The following sentence is added to the end of
Clause 3.2 of the Loan Agreement:


“Advance B shall be applied by the Borrower to the
repayment of all indebtedness outstanding under the Achievement Loan Agreement
and thereafter for general corporate purposes. Tranche B shall be allocated to
the vessel MS Stolt Achievement”.


3.5                Clause 4.3 (Additional conditions precedent). The provisions of Clause
4.3 of the Agreement (excluding 4.3(iii)) shall apply to Advance B, the Advance
B Drawdown Notice and the Advance B Drawdown Date, except that, for purposes of
Clause 4.3(i), the representation and warranty in Clause 16.1.7 shall except
any matter disclosed in SNSA’s 20-F filing with the United States Securities
and Exchange Commission made on 31 May 2006 relating to its fiscal year ending
30 November 2005, the press release issued on 6 April 2006 in connection
with SNSA’s first quarter financial results and in the press release issued on 6
July 2006, in connection with SNSA’s second quarter financial results.


3.6                Clause 5.3 (Irrevocability). Clause 5.3 of the
Agreement is amended so that the phrase “the
Drawdown Notice” is replaced by the phrase “the Drawdown Notice and the Advance B Drawdown Notice”.


3.7                Clause 5.4 (Indemnification). Clause 5.4 of the
Agreement is amended so that the phrase “,
fails to draw the Advance following the delivery of the Drawdown Notice”
appearing therein is replaced by the phrase “,
fails to draw the Advance or Advance B fol-



 4
 









lowing the
delivery of the Drawdown Notice or the Advance B Drawdown Notice, respectively”.


3.8                Clause 5.5(iii) (Termination of certain of the existing security over
the Continuing Vessels). Clause 5.5(iii) shall apply to Advance B with the
effect that, subject to the proviso in such Clause 5.5(iii), on the Advance B
Drawdown Date, immediately following the disbursement of Advance B, the actions
described in Clause 5.5(iii) of the Agreement shall be required to be taken by
the Lender in respect of the mortgage presently encumbering the M/S Stolt Achievement
and the insurances assignments presently covering the insurances in respect of
the M/S Stolt Achievement.


3.9                Clause 5.6 (The Tranches). Clause 5.6 of the
Agreement is amended so that the phrase “As
of the Drawdown Date,” appearing therein is replaced by the phrase “As of the Advance B Drawdown Date,”.


3.10              Clause 6.2 (Other
repayments). Clause 6.2 of the Agreement is amended so that the last
phrase therein shall read in its entirety as follows:


“, and (ii) any and all outstanding Indebtedness
(other than Indebtedness in respect of Tranche B) shall be repaid in full on
the tenth anniversary of the Drawdown Date and any and all outstanding
Indebtedness in respect of Tranche B shall be repaid in full on the tenth
anniversary of the Tranche B Drawdown Date.”


3.11              Clause 7.1 (Voluntary
prepayment). Clause 7.1 of the Agreement is amended so that the
phrase “the full amount of the Existing
Tranche and the New Tranche in respect of one or more Vessels” is
replaced by the phrase “the full amount of
the Existing Tranche and the New Tranche in respect of one or more Vessels or
the full amount of Tranche B”.


3.12              Clause 7.2 (Mandatory
prepayment). Clause 7.2 of the Agreement is amended so that the
phrases “Existing Tranche and New Tranche”
and “the Existing Tranche and the New
Tranche” appearing in Clauses 7.2(a)(i), 7.2(a)(ii), 7.2(b) are
replaced by the phrases “Existing Tranche
and New Tranche or Tranche B, as the case may be” and “the Existing Tranche and the New Tranche or Tranche
B, as the case may be”.


3.13              Clause 7.4 (Release of
Security). Clause 7.4 of the Agreement is amended so that the
phrase “the Existing Tranche and the New
Tranche” appearing therein is replaced by the phrase “the Existing Tranche and the New Tranche or Tranche
B, as the case may be”.



 5
 









3.14              Clause 8.2 (i) (Interest
rate - The New Tranches). Clause 8.2(i) of the Agreement is amended so that
the title thereof shall read “The New
Tranches and Tranche B” and by the addition of the following
sentence at the end thereof:


“Subject to any agreement to fix the rate of interest
applicable to Tranche B pursuant to the provisions of Clause 8.5, the rate of
interest applicable to Tranche B for the duration of the Loan Period shall be
LIBOR for the relevant Interest Period plus the Margin”.


3.15              Clause 8.5 (Fixing of
Interest). The first sentence of Clause 8.5 of the Agreement is
amended by the deletion of the word “and”
prior to “(iii)” and by the
addition of the phrase “, and Tranche B”
at the end thereof.


3.16              Clause 8.6 (Duration of
Interest Periods). Clause 8.6 of the Agreement is amended by the addition
of a new sub-Clause (c) thereto as follows:


“(c)         Tranche
B. If the interest rate in respect of Tranche B is fixed for
any period as contemplated in Clause 8.5, then the Interest Periods shall be each
successive period of six months the first of which commencing from the Drawdown
Date or other relevant date and ending six months thereafter. At any time at
which interest accrues on Tranche B at a variable interest rate, each Interest
Period in respect of Tranche B shall be of a duration of one (1), three (3),
six (6), nine (9) or twelve (12) months as may be selected by the Borrower
either in the Advance B Drawdown Notice or by notice to the Lender no later
than 03.00 p.m. Copenhagen time three (3) Banking Days prior to the
expiration of the then current Interest Period or such longer period as may be
agreed by the Borrower and the Lender; provided, however, that there shall be
no more than three one month Interest Periods in any calendar year. If the Borrower
fails to select an Interest Period for Tranche B in accordance with this Clause
8.6(c), the Borrower shall be deemed to have selected an Interest Period of six
months. The first Interest Period in respect of Tranche B shall commence on the
Tranche B Drawdown Date and each succeeding Interest Period shall commence on
the last day of the immediately preceding Interest Period. The last Interest
Period shall end on the last Repayment Date.”


3.17              Clause 9.1 (Arrangement
Fee). Clause 9.1 of the Agreement is amended by the addition of the following
sentence at the end thereof:



 6
 









“The Borrower shall pay to the Lender a non-refundable
arrangement fee in the aggregate amount of USD 165,000 (equal to 0.30% of the
maximum amount of Advance B). Such fee shall be paid in immediately available
USD denominated funds to the Lender on the Advance B Drawdown Date by way of
deduction from Advance B.”


3.18              Clause 9.2 (Commitment
Fee). Clause 9.2 of the Agreement is amended by the addition of the following
sentences at the end thereof:


“There will be no commitment fee in respect of Advance
B, provided that the Advance B Drawdown Date occurs on or prior to 31 December
2006. If the Advance B Drawdown Date does not occur on or prior to 31 December
2006, then the Borrower shall pay to the Lender, in arrear on the Advance B
Drawdown Date by way of deduction from Advance B, a commitment fee equal to
0.20% per annum applied to the full commitment in respect of Advance B
calculated for the period from and including 26 June 2006 to but excluding the
Advance B Drawdown Date.”


3.19              Clause 12.2 (Release of
security). Clause 12.2 of the Agreement is amended so that the
phrase “the Existing Tranche and the New
Tranche” appearing therein is replaced by the phrase “the Existing Tranche and the New Tranche or Tranche
B, as the case may be”.


3.20              Clause 14.2 (Insured
amounts). Clause 14.2 of the Agreement is amended so that (i) the phrase “the Existing Tranche and the New Tranche”
appearing therein is replaced by the phrase “the
Existing Tranche and the New Tranche or Tranche B, as the case may be”
and (ii) the phrase “For Existing Tranches
and New Tranches” at the beginning of the second sentence thereof is
replaced by the phrase “For Existing
Tranches and New Tranches and Tranche B”.


3.21              Clause 16.1 (Representations
and warranties). Clause 16.1 of the Agreement is amended so that all
references therein to “Shipowning Companies”
shall be replaced by references to “Continuing
Shipowning Companies”.


3.22              Clause 16.2 (Repetition). Clause 16.2 of the
Agreement is amended to read in its entirety as follows:


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



 7
 









Drawdown Date and on the Advance B Drawdown Date. In respect
of the Advance B Drawdown Date, the reference in Clause 16.1.7 to “SNSA’s 20-F filing with
the United States Securities and Exchange Commission made on 31 May 2005
relating to its fiscal year ending 30 November 2004, the press release issued
on 19 July 2005 in connection with SNSA’s second quarter financial results and
in the press release issued on 4 October 2005, in connection with SNSA’s third
quarter financial results,” shall be
replaced by reference to “SNSA’s 20-F filing with the United States
Securities and Exchange Commission made on 31 May 2006 relating to its fiscal
year ending 30 November 2005, the press release issued on 6 April 2006 in
connection with SNSA’s first quarter financial results and in the press release
issued on 6 July 2006, in connection with SNSA’s second quarter financial
results,”


3.23              Clause 17.1 (Undertakings). Clause 17.1 of the
Agreement is amended so that all references therein to “Shipowning Companies” shall be replaced by
references to “Continuing Shipowning
Companies”.


3.24              Clause 18.1.5 (Events
of Default – Cross-default/Borrower). Clause 18.1.5 of the
Agreement is amended by the deletion of the phrase “(including under the Loan Agreement referred to in Clause above)”.


3.25              Schedules.


(a)       Schedule 6 (Repayment Schedules) is amended by the
addition thereto of the repayment schedule in respect of Tranche B attached to
this Amendment as Schedule 6.


(b)       Schedule 7 (Form of Parent Companies Guarantee) is replaced in its
entirety by Schedule 7 to this Amendment and from the date of the
signature of the Parent Companies Guarantee in such form, all references in the
Agreement to Parent Companies Guarantee shall be to such newly executed Parent
Companies Guarantee.


(c)       Schedule 8 (Form of Continuing Shipowning Companies Guarantee) is replaced in its
entirety by Schedule 8 to this Amendment and from the date of the
signature of the Continuing Shipowning Companies Guarantee in such form, all
references in the Agreement to Continuing Shipowning Companies Guarantee shall
be to such newly executed Continuing Shipowning Companies Guarantee.



 8
 









(d)       Schedule 9 (Form of Intermediate Companies Undertaking) is replaced in its
entirety by Schedule 9 to this Amendment and from the date of the
signature of the Intermediate Companies Undertaking in such form, all
references in the Agreement to the Intermediate Companies Undertaking shall be
to such newly executed Intermediated Companies Undertaking.


(e)       Schedule 10 (Form of Insurances Assignment) is replaced in its
entirety by Schedule 10 to this Amendment and from the date of the
signature of the Insurances Assignment in such form, all references in the
Agreement to Insurances Assignment shall be to such newly executed Insurances
Assignment.


(f)        Schedule 11 (Form of Earnings Assignment) is replaced in its
entirety by Schedule 11 to this Amendment and from the date of the
signature of the Earnings Assignment in such form, all references in the
Agreement to Earnings Assignment shall be to such newly executed Earnings
Assignment.


(g)       Schedule 12 (Form of Mortgage and Deed of Covenants) is replaced in its
entirety by Schedule 12 to this Amendment and from the date of the
signature of the Mortgages and Deeds of Covenants in such form, all references
in the Agreement to the Mortgages and Deeds of Covenant shall be to such newly
executed Mortgages and Deeds of Covenant.


4.                  OTHER PROVISIONS
REMAIN EFFECTIVE


4.1                Except as specifically set
forth in Clause 3 of this Amendment, the Loan Agreement shall remain valid and
effective in accordance with its terms.


5.                  EFFECTIVE DATE
AND DRAWDOWN OF ADVANCE B


5.1                Conditions precedent to
effectiveness. The amendments to the Agreement contained in Clause 3 of this Amendment
shall become effective as of the date on which each of the parties hereto has
duly signed this Amendment and all of the conditions precedent set forth on Schedule
1 hereto have been satisfied.


5.2                Advance B Drawdown Notice. The Borrower shall not
be entitled to deliver the Advance B Drawdown Notice until the amendments to
the Agreement contained in Clause 3 of this Amendment have become effective as
contemplated in Clause 5.1 above. The Advance B Draw-



 9
 









down
Notice shall be in the form attached to this Amendment as Schedule 2 and
shall request the drawing of the full amount of Advance B. The Advance B
Drawdown Notice shall be received by the Lender no later than 10 a.m.
Copenhagen time three (3) Banking Days prior to the proposed Advance B Drawdown
Date.


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


6.                  LAW AND  JURISDICTION


6.1                Law. This Amendment shall be
governed by Danish law.


6.2                Main jurisdiction. Any dispute arising out
of or in connection with this Amendment shall be settled by the Maritime and
Commercial Court in Copenhagen (Sø- og
Handelsretten i København). This shall, however, not limit the right
of the Lender to initiate proceedings against 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.


The parties have entered into this Amendment on the
date set forth in the beginning of this Amendment.


As Borrower,


	
  Stolt Tankers Finance B.V:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 10
 









As Lender:


Danish Ship Finance A/S

(Danmarks
Skibskredit A/S):


	
  Signature:

  	
  /s/ Erik I.
  Lassen

  	
   

  	
   

  	
  /s/ Lene Skadborg

  	
   

  
	
  Print Name:

  	
  Erik I. Lassen

  	
   

  	
   

  	
  Print name:  Lene Skadborg

  
	
  Capacity:

  	
  Senior VP

  	
   

  	
   

  	
  Capacity:    Ass.
  VP

  



 


As joint and several guarantors (selvskyldnerkautionister)


The Parent Companies:


	
  Stolt-Nielsen S.A.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


 


	
  Stolt-Nielsen Transportation Group Ltd., Liberia:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt-Nielsen Transportation Group Ltd., Bermuda:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 11
 









 


	
  Stolt-Nielsen Investments N.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt-Nielsen Holdings B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt-Nielsen Transportation Group B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


The Continuing Shipowning Companies:


	
  Stolt Achievement B.V.

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Concept B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 12
 









 


	
  Stolt Confidence B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Creativity B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Efficiency B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Effort B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Innovation B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 13
 









 


	
  Stolt Inspiration B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


For the purpose of Article 1 of the Protocol to the
Brussels Convention of 1968 on, inter alia,
the enforceability of foreign court awards, Stolt-Nielsen S.A. expressly and
specifically accepts the jurisdiction clause contained in Clause 6.2 of this
Agreement.


	
  Stolt-Nielsen S.A.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Walter Lion

  	
   

  	
   

  	
  /s/ Lauren Cramer

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 14
 









Schedule
1


CONDITIONS PRECEDENT


In this Schedule 2, where certified
copies are required, the copies provided should be certified as true copies by
a lawyer, a company director or the company secretary of the relevant
entity.  If an original document has been
accepted by the Lender, in its discretion, in the form of a PDF or faxed copy
of the original, then the original shall be transmitted to the Lender as
promptly as possible.


PART A


ON OR PRIOR TO THE SIGNING OF THE AGREEMENT


1.           CORPORATE DOCUMENTS


(a)        The Borrower


(i)        Certified copies of
certificate of incorporation, articles of association and by-laws of the
Borrower or a certificate confirming that there have been no changes to such
documents as they were provided to the Lender in connection with the closing of
the Loan Agreement on 27 October 2005;


(ii)       Certified copies of
minutes from a meeting of the board of directors of the Borrower approving the
Borrower’s entering into of Amendment No. 2 to the Agreement and each of the
Security Documents to which the Borrower is a party;


(iii)      Certified copies of
minutes of a meeting of shareholders of the Borrower approving the Borrower’s
entering into of Amendment No. 2 to the Agreement and each of the Security
Documents to which the Borrower is a party, if such shareholders’ meeting is a
requirement for the Borrower;


(iv)      A specimen of the
signature of each person authorised on behalf of the Borrower to execute
Amendment No. 2 to the Agreement and any of the Security Documents to which the
Borrower is a party and to send any document or notice in connection with the
Agreement or any of the Security Documents to which the Borrower is a party.



 15
 









(v)       To the extent necessary,
original powers of attorney issued by the Borrower in favour of any person
executing Amendment No. 2 to the Agreement or any of the Security Documents to
which the Borrower is a party.


(b)        Each of the Guarantors


(i)        Certified copies of each
such companies’ certificate of incorporation, articles of association and
by-laws or, except in respect of Stolt Achievement B.V., a certificate
confirming that there have been no changes to such documents as they were
provided to the Lender in connection with the closing of the Loan Agreement on
27 October 2005;


(ii)       Certified copies of
minutes from a meeting of the board of directors of each such company approving
such company’s signing of Amendment No. 2 to the Agreement and entering into of
each of the Security Documents to which such company is a party;


(iii)      Certified copies of
minutes of a meeting of shareholders of such company approving such company’s
signing of Amendment No. 2 to the Agreement and entering into of each of the
Security Documents to which such Company is a party, if such shareholders’
meeting is a requirement for such company;


(iv)      A specimen of the
signature of each person authorised on behalf of each such company to execute
Amendment No. 2 to the Agreement and any of the Security Documents to which
such company is a party and to send any document or notice in connection with
the Agreement or any of the Security Documents to which such company is a
party.


(v)       To the extent necessary,
original powers of attorney issued by such company in favour of any person
executing Amendment No. 2 to the Agreement or any of the Security Documents to
which such company is a party.


2.          AMENDMENT NO. 2 TO THE
AGREEMENT AND SECURITY DOCUMENTS


(a)        Original Amendment No. 2
to the Agreement (together with Schedules) duly executed by all parties
thereto.


(b)        Original Parent Companies
Guarantee in the form attached as Schedule 7 to this Amendment duly
executed by all parties thereto.



 16















(c)                        Original Continuing Shipowning Companies
Guarantee in the form attached as Schedule 8 to this Amendment duly
executed by all parties thereto.


(d)                       Original Intermediate Companies Undertaking in
the form attached as Schedule 9 duly executed by all parties thereto.


(e)                        Original Insurances Assignment securing all
Tranches in the form attached as Schedule 10 duly executed by all
parties thereto.


(f)                          Original Earnings Assignment securing all
Tranches in the form attached as Schedule 11 duly executed by all parties
thereto.


(g)                       Original Mortgage and Deed of Covenants in
respect of each Continuing Vessel securing all Tranches in the form attached as
Schedule 12 duly executed by all parties thereto.


3.         MS STOLT ACHIEVEMENT DOCUMENTATION


(a)                           Evidence that MS Stolt Achievement is
registered with the Cayman Islands Ship Register in the name of Stolt
Achievement B.V. and that MS Stolt Achievement is free of any registered
mortgages and encumbrances, other than the Mortgage in favour of the Lender.


(b)                          Certified copies of (i) clean class
certificate and (ii) tonnage certificate for MS Stolt Achievement.


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


(d)                          A certified copy of each charter to which M/S
Stolt Achievement is subject.


(e)                           A certified copy of the Stolt Tanker Joint
Service Agreement or a certificate confirming that there have been no changes
to such document as it was provided to the Lender in connection with the
closing of the Loan Agreement on 27 October 2005.



 17
 









4.
        PERFECTION OF SECURITY ARRANGEMENTS


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


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


5.                          LEGAL OPINIONS


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


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


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


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


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


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


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


6.                          MISCELLANEOUS


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



 18
 









7           LENDER DOCUMENTS


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


(b)                          Memorandum of discharge of each existing
mortgage in favour of the Lender over the Continuing Vessels.


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



 19
 









Schedule 2


FORM
OF ADVANCE B DRAWDOWN NOTICE


	
  From:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  20 July 2006

  



 


Dear Sirs,


LOAN AGREEMENT- USD 225,779,737.18 EXISTING FINANCING, USD
100,000,000 NEW FINANCING TOP UP TERM LOAN, AND USD 55,000,000 ADDITIONAL
ADVANCE – ADVANCE B DRAWDOWN NOTICE


We refer to the loan
agreement dated 27 October 2005 (as amended by Amendment No. 1 thereto dated 26
June 2006 and Amendment No. 2 thereto dated 19 July 2006, the “Agreement”)
between Stolt Tankers Finance B.V., as Borrower and Danish Ship Finance A/S
(Danmarks Skibskredit A/S) as Lender. Terms defined in the Agreement shall have
the same meaning when used herein.


1.                             We hereby give the Advance B Drawdown Notice
and request that Advance B in the amount of USD 55,000,000 (net of fees
permitted to be deducted therefrom in accordance with the provisions of Clause
9 of the Agreement) be disbursed to account no. 40675715 in the name of Stolt
Nielsen Transportation Group at Citibank N.A., New York, NY, Swift CITIUS33.


2.                             We confirm that


(a)                                       all applicable conditions precedent set forth
in Clause 4.3 of the Agreement and all conditions precedent set forth on Schedule
2 to Amendment No. 2 to the Agreement have been fulfilled, or that if any
document required by such conditions to be an original has been accepted by the
Lender in the form of a PDF copy or fax copy of such original, then such
original shall be transmitted to the Lender as promptly as possible;


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



 20
 









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


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


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


4.                             This Advance B Drawdown Notice is irrevocable and unconditional.


Yours faithfully,


	
  Stolt Tankers Finance B.V:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 21
 









Schedule 3


[Intentionally
omitted]



 22
 









Schedule 4


[Intentionally
omitted]



 23
 









Schedule 5


[Intentionally omitted]



 24
 









Schedule 6


TRANCHE
B REPAYMENT SCHEDULE



 25
 









Schedule 7


Parent
Companies Guarantee


FORM OF PARENT COMPANIES
GUARANTEE


GUARANTEE


(“SELVSKYLDNERKAUTION”)


THIS
GUARANTEE, dated 19
July 2006 (the “Guarantee”) is
made by the following companies (collectively, the “Guarantors”), as joint and several Guarantors:


(1)                                  Stolt-Nielsen S.A., a company duly
incorporated and existing under the laws of the Grand Duchy of Luxembourg, with
registered address at 23 avenue Monterey, L-2086 Luxembourg (“SNSA”);


(2)                                  Stolt-Nielsen Transportation Group Ltd,
Liberia, a company duly incorporated and existing under the laws of Liberia,
with registered address at 80 Broad Street, Monrovia, Liberia (“SNTG-LIB”);


(3)                                  Stolt-Nielsen Transportation Group Ltd.,
Bermuda, a Bermuda an exempted limited liability company with registered
address at Clarendon House, 2 Church Street, Hamilton HM11 Bermuda (the “SNTG-BER”);


(4)                                  Stolt-Nielsen Investments N.V., a Netherlands
Antilles limited liability company with registered address at De Ruyterkade,
Curacao, Netherlands Antilles (the “SNI”);


(5)                                  Stolt-Nielsen Holdings B.V., a Dutch limited
liability company with registered address at Westerlaan 5, 3016 CK Rotterdam,
The Netherlands (the “SNH”);


(6)                                  Stolt-Nielsen Transportation Group B.V., a
Dutch limited liability company with registered address at Westerlaan 5, 3016
CK Rotterdam, The Netherlands (the “SNTG BV”);


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


WHEREAS:


(A)                              The Loan Agreement. The Borrower and the Lender are parties to a
USD 225,779,737.18 existing financing, USD 100,000,000 new financing top up
term loan and USD 55,000,000 additional advance agreement dated 27 October 2005
and amended by Amendment No. 1 



 26
 









thereto dated 26 June 2006 and Amendment No. 2
thereto dated the date hereof (as so amended and as may be further amended from
time to time, the “Loan Agreement”).
Pursuant to Amendment No. 2 to the Loan Agreement, among other things, an
additional advance in the amount of USD 55,000,000 will be made available by
the Lender to the Borrower, Stolt Achievement B.V. will be added as a
Continuing Shipowning Company and MS Stolt Achievement will be added as a
Continuing Vessel.


(B)                                The Existing Guarantee. On 27 October 2005, each of the Guarantors
executed a guarantee (the “Existing Guarantee”)
pursuant to which it guaranteed on a joint and several basis, all of the
Borrower’s obligations under the Loan Agreement (including, without limitation,
the Borrower’s obligations to repay the Existing Tranches and the New
Tranches).


(C)                                Corporate structure. The Borrower and each Continuing Shipowning
Company is a 100 per cent owned subsidiary of SNTG BV, which is a 100 per cent
owned subsidiary of SNH, which is a 100 per cent owned subsidiary of SNI, which
is a 100 per cent owned subsidiary SNTG-BER, which is a 100 per cent owned
subsidiary of SNTG-LIB, which is a 100 per cent owned subsidiary of SNSA.


(D)                               This Guarantee as a condition precedent. It is a condition precedent to the
effectiveness of the amendments to the Loan Agreement made by Amendment No. 2
thereto and to the Lender’s obligation to make Advance B available to the
Borrower under the Loan Agreement that each of the Guarantors executes and
delivers this Guarantee.


NOW,
THEREFORE, in
consideration of the premises and for other valuable consideration, the receipt
and adequacy of which the Guarantors hereby acknowledge, each of the Guarantors
hereby agrees as follows:


Each of the Guarantors hereby
guarantees, jointly and severally (and jointly and severally with each of the
Continuing Shipowning Companies which are guaranteeing the same obligations of
the Borrower pursuant to the terms of a separate guarantee), in favour of the
Lender, as selvskyldnerkautionist
(as such term is defined pursuant to Danish law), the full and punctual payment
and performance when due (whether at the stated maturity, upon acceleration or
otherwise) of all amounts payable by, and all other obligations to be performed
by, the Borrower under the Loan Agreement, whether now due or hereafter
arising. However, for the purpose of this Guarantee only, all obligations of
the Borrower to perform specific obligations (other than the obligation to make
payments) shall be converted by the Lender into an obligation to pay an amount
fixed by the Lender in its sole discretion. Consequently, the obligations of
the Guarantors hereunder shall be limited to the payment of money amounts.


Upon failure by the Borrower
to pay any amount as and when the same is due under the terms of the Loan
Agreement, the Guarantors, forthwith on demand, shall pay the amount which the
Bor-



 27
 









rower failed to pay (together
with any and all amounts due and payable by the Borrower as a result of such
failure to pay), in immediately available funds and without set-off, deduction,
withholdings or counterclaim at the place specified in the Loan Agreement.


The obligations of the
Guarantors hereunder shall be irrevocable, unconditional and absolute without
regard to:


a)                            any extensions, renewals, settlements, compromises, indulgences, waivers
or releases in respect of any obligation of the Borrower or any other party
under the Loan Agreement or under any of the Security Documents;


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


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


d)                           any change in the corporate existence, structure or ownership of, or any
insolvency, bankruptcy, reorganisation or other similar proceedings affecting
the Borrower, any of the Guarantors, any of the Continuing Shipowning Companies
or any other party to the Loan Agreement or any of the Security Documents or
any of their respective assets; or


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


The Guarantors’ obligations
hereunder shall remain in full force and effect until the amounts payable by
the Borrower under the Loan Agreement have been paid in full and all
obligations of the Borrower thereunder have been performed in full. If, at any
time, any amount paid by the Borrower under the Loan Agreement is rescinded or
must otherwise be restored or returned upon the insolvency, bankruptcy or
reorganisation of the Borrower or otherwise, the Guarantors’ obligations
hereunder with respect to such payment shall be reinstated at such time as
though such payment had not been made.


In the event of the Borrower’s
default under the Loan Agreement, the Guarantors shall promptly remedy such
default.


The Guarantors waive any
right they may have of first requiring the Lender to proceed against or enforce
any security of, or claim payment from, the Borrower, any of the Continuing
Shipowning Companies, any other party to any of the Security Documents or any
other person.



 28
 









Each of the Guarantors
confirms that its rights of subrogation and rights to proceed against the
Borrower (including without limitation the right to initiate legal proceedings
against the Borrower and the right to claim recoveries from the Borrower’s
estate), any of the Continuing Shipowning Companies, or any of the other
Guarantors, and rights to enforce the Security Documents or any other security
established in favour of the Lender are subordinated to the Lender’s rights
against the Borrower, each of such other parties and  under the Security Documents. Each of the
Guarantors agrees that it shall not exercise any such right unless either the
Indebtedness has been paid in full or the Lender’s prior written approval
(which may be given or withheld at the Lender’s discretion) is obtained.


Each of the Guarantors
confirms that it holds free and unencumbered title to the shares in its direct
subsidiary, as set forth in Whereas paragraph (C) and agrees and undertakes
that it will not, without first having obtained the Lender’s prior written
approval (which may be given or withheld at the Lender’s discretion), sell any
of such shares or grant or allow a third party to obtain a security interest
therein, or make or permit to be made any other changes to the structure of the
SNSA Group as described in Whereas paragraph (C). Each of the Guarantors is
aware of the guarantee of the Indebtedness provided by each of the Continuing
Shipowning Companies and of the Intermediate Companies’ Undertaking entered
into by SNTG-BER, SNI, SNH, and SNTG BV as contemplated by the Loan Agreement.
Each of the Guarantors undertakes to perform its rights and duties as a holding
company and shareholder with a view to enabling each of the other Guarantors,
the Borrower, and each of the Continuing Shipowning Companies to comply with
their guarantees and undertakings set forth in the Loan Agreement and each of
the Security Documents.


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


This Guarantee shall be
governed by and construed according to Danish law.


Any dispute hereunder shall
be settled by the Maritime and Commercial Court in Copenhagen, Denmark, with
right of appeal to the Danish Supreme Court. This shall, however, not limit the
right of the Lender to initiate proceedings against any of the Guarantors or
any of their respective assets in any other competent jurisdiction.


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



 29















Signed, sealed, delivered and
executed as a deed:


	
  Stolt-Nielsen S.A.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


 


	
  Stolt-Nielsen Transportation Group Ltd.,
  Liberia

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


SIGNED as a DEED on behalf of

STOLT-NIELSEN TRANSPORTATION
GROUP LTD, Bermuda

by Walter Lion being a person who is
 acting under power of attorney granted
by that company


	
  

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt-Nielsen Investments N.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 30
 









 


	
  Stolt-Nielsen Holdings B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt-Nielsen Transportation Group B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


 


For the purpose of Article 1
of the Protocol to the Brussels Convention of 1968 on inter alia the
enforceability of foreign court awards, Stolt-Nielsen S.A. expressly and
specifically accepts the jurisdiction clause contained in the last paragraph of
the Guarantee.


	
  Stolt-Nielsen S.A.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 31
 









 


	
  

  	
   

  	
  

  



 


Schedule 8 


Continuing
Shipowning Companies Guarantee


FORM OF CONTINUING SHIPOWNING
COMPANIES GUARANTEE


GUARANTEE


(“SELVSKYLDNERKAUTION”)


THIS
GUARANTEE, dated 19
July 2006 (the “Guarantee”) is
made by the following companies (collectively, the “Guarantors”), as joint and several Guarantors:


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


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


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


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


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


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


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



 32
 









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


(each of the companies listed
in 1 to 8 above being referred to herein as a “Guarantor” and, together, the “Guarantors”);


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


WHEREAS:


(A)                              The Loan Agreement. The Borrower and the Lender are parties to a
USD 225,779,737.18 existing financing, USD 100,000,000 new financing top up
term loan and USD 55,000,000 additional advance agreement dated 27 October 2005
and amended by Amendment No. 1 thereto dated 26 June 2006 and Amendment No. 2
thereto dated the date hereof (as so amended and as may be further amended from
time to time, the “Loan Agreement”).
Pursuant to Amendment No. 2 to the Loan Agreement, among other things, an
additional advance in the amount of USD 55,000,000 will be made available by
the Lender to the Borrower, Stolt Achievement B.V. will be added as a
Continuing Shipowning Company and MS Stolt Achievement will be added as a
Continuing Vessel.  The Tranches made
available to the Borrower under the Loan Agreement have been applied to the
financing of the Continuing Vessels owned by each of the Guarantors.


(B)                                The Existing Guarantee. On 27 October 2005, each of the Guarantors
(other than Stolt Achievement B.V.) executed a guarantee (the “Existing Guarantee”) pursuant to which it
guaranteed on a joint and several basis, all of the Borrower’s obligations
under the Loan Agreement (including, without limitation, the Borrower’s
obligations to repay the Existing Tranches and the New Tranches).


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


(D)                               This Guarantee as a condition precedent. It is a condition precedent to the
effectiveness of the amendments to the Loan Agreement made by Amendment No. 2
thereto and to the Lender’s obligation to make Advance B available to the
Borrower under the Loan Agreement that each of the Guarantors executes and
delivers this Guarantee.



 33
 









NOW,
THEREFORE, in
consideration of the premises and for other valuable consideration, the receipt
and adequacy of which the Guarantors hereby acknowledge, each of the Guarantors
hereby agrees as follows:


Each of the Guarantors hereby
guarantees, jointly and severally (and jointly and severally with each of the
Parent Companies which are guaranteeing the same obligations of the Borrower
pursuant to the terms of a separate guarantee), in favour of the Lender, as selvskyldnerkautionist (as such term is
defined pursuant to Danish law), the full and punctual payment and performance
when due (whether at the stated maturity, upon acceleration or otherwise) of
all amounts payable by, and all other obligations to be performed by, the
Borrower under the Loan Agreement, whether now due or hereafter arising.


Upon failure by the Borrower
to pay any amount as and when the same is due under the terms of the Loan
Agreement, the Guarantors, forthwith on demand, shall pay the amount which the
Borrower failed to pay (together with any and all amounts due and payable by
the Borrower as a result of such failure to pay), in immediately available
funds and without set-off, deduction, withholdings or counterclaim at the place
specified in the Loan Agreement.


The obligations of the
Guarantors hereunder shall be irrevocable, unconditional and absolute without
regard to:


a)                            any extensions, renewals, settlements, compromises, indulgences, waivers
or releases in respect of any obligation of the Borrower or any other party
under the Loan Agreement or under any of the Security Documents;


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


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


d)                           any change in the corporate existence, structure or ownership of, or any
insolvency, bankruptcy, reorganisation or other similar proceedings affecting
the Borrower, any of the Guarantors, any of the Parent Companies, or any other
party to the Loan Agreement or any of the Security Documents or any of their
respective assets; or


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



 34
 









The Guarantors’ obligations
hereunder shall remain in full force and effect until the amounts payable by
the Borrower under the Loan Agreement have been paid in full and all
obligations of the Borrower thereunder have been performed in full. If, at any
time, any amount paid by the Borrower under the Loan Agreement is rescinded or
must otherwise be restored or returned upon the insolvency, bankruptcy or
reorganisation of the Borrower or otherwise, the Guarantors’ obligations
hereunder with respect to such payment shall be reinstated at such time as
though such payment had not been made.


In the event of the Borrower’s
default under the Loan Agreement, the Guarantors shall promptly remedy such
default.


The Guarantors waive any
right they may have of first requiring the Lender to proceed against or enforce
any security of, or claim payment from, the Borrower, any of the Parent
Companies, any other party to any of the Security Documents or any other
person.


Each of the Guarantors
confirms that its rights of subrogation and rights to proceed against the
Borrower (including without limitation the right to initiate legal proceedings
against the Borrower and the right to claim recoveries from the Borrower’s
estate), any of the Parent Companies, or any of the other Guarantors, and
rights to enforce the Security Documents or any other security established in
favour of the Lender are subordinated to the Lender’s rights against the
Borrower, each of such other parties and 
under the Security Documents. Each of the Guarantors agrees that it
shall not exercise any such right unless either the Indebtedness has been paid
in full or the Lender’s prior written approval (which may be given or withheld
at the Lender’s discretion) is obtained.


Each of the Guarantors has
entered into the Mortgage and Deed of Covenants, the Earnings Assignment and
the Insurances Assignment in respect of the Continuing Vessel owned by it. Each
of the Guarantors undertakes and warrants in favour of the Lender that it will
not, at any time during the Loan Period create or permit to exist any other
encumbrance of any kind over the Continuing Vessel owned by it, its insurances,
its other assets, its earnings or its income and, if any encumbrance arises by
law, it shall promptly take all such action as may be necessary.


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


This Guarantee shall be
governed by and construed according to Danish law.


Any dispute hereunder shall
be settled by the Maritime and Commercial Court in Copenhagen, Denmark, with right
of appeal to the Danish Supreme Court. This shall, however, not limit the right
of the Lender to initiate proceedings against any of the Guarantors or any of
their respective assets in any other competent jurisdiction.



 35
 









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


Signed, sealed, delivered and
executed as a deed:


	
  Stolt Achievement B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Concept B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Confidence B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Creativity B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 36
 









 


	
  Stolt Efficiency B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Effort B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Innovation B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Inspiration B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 37
 









                                                                                                                  


	
  

  	
   

  	
  

  



 


Schedule 9


FORM OF INTERMEDIATE
COMPANIES UNDERTAKING


INTERMEDIATE COMPANIES
UNDERTAKING


THIS
UNDERTAKING, dated 19
July 2006 (the “Undertaking”), is
made by the following companies (collectively, the “Intermediate Companies”):


(1)                                  Stolt-Nielsen Transportation Group Ltd.,
Bermuda, a Bermuda an exempted limited liability company with registered
address at Clarendon House, 2 Church Street, Hamilton HM11 Bermuda (the “SNTG-BER”);


(2)                                  Stolt-Nielsen Investments N.V., a Netherlands
Antilles limited liability company with registered address at De Ruyterkade,
Curacao, Netherlands Antilles (the “SNI”);


(3)                                  Stolt-Nielsen Holdings B.V., a Dutch limited
liability company with registered address at Westerlaan 5, 3016 CK Rotterdam,
The Netherlands (the “SNH”); and


(4)                                  Stolt-Nielsen Transportation Group B.V., a
Dutch limited liability company with registered address at Westerlaan 5, 3016
CK Rotterdam, The Netherlands (the “SNTG BV”);


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


WHEREAS:


(A)                              The Loan Agreement. The Borrower and the Lender are parties to a
USD 225,779,737.18 existing financing, USD 100,000,000 new financing top up
term loan and USD 55,000,000 additional advance agreement dated 27 October 2005
and amended by Amendment No. 1 thereto dated 26 June 2006 and Amendment No. 2
thereto dated the date hereof (as so amended and as may be further amended from
time to time, the “Loan Agreement”).
Pursuant to Amendment No. 2 to the Loan Agreement, among other things, an
additional advance in the amount of USD 55,000,000 will be made available by
the Lender to the Borrower, Stolt Achievement B.V. will be added as a
Continuing Shipowning Company and MS Stolt Achievement will be added as a
Continuing Vessel.


(B)                                The Existing Undertaking. On 27 October 2005, each of the Intermediate
Companies entered into a document entitled Intermediate Companies Undertaking
(the “Existing Undertaking”)
pursuant to which, among other things, the Intermediate Companies made certain
undertakings in favour of the Lender in connection with the Loan Agreement.



 38
 









(C)                                Corporate structure. The Borrower and each Continuing Shipowning
Company is a 100 per cent owned subsidiary of SNTG BV, which is a 100 per cent
owned subsidiary of SNH, which is a 100 per cent owned subsidiary of SNI, which
is a 100 per cent owned subsidiary SNTG-BER, which is a 100 per cent owned
subsidiary of SNTG-LIB, which is a 100 per cent owned subsidiary of SNSA.


(D)                               This Undertaking as a condition precedent. It is a condition precedent to the
effectiveness of the amendments to the Loan Agreement made by Amendment No. 2
thereto and to the Lender’s obligation to make Advance B available to the
Borrower under the Loan Agreement that each of the Intermediate Companies
executes and delivers this Undertaking.


Now, therefore, the parties
hereto agree as follows:


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


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


3.                                      The Loan Agreement. Each of the Intermediate Companies has
signed the Loan Agreement and each of Amendment No. 1 and Amendment No. 2
thereto as a Parent Company Guarantor. Each of the Intermediate Companies has
made certain representations and warranties and undertakings in favour of the
Lender under the Loan Agreement. Each of the Intermediate Companies represents
and warrants in favour of the Lender that, to the best of its knowledge, there
is no misstatement of information or omission of information which makes any
statement contained in the Loan Agreement false or misleading.


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


(i)                                    No encumbrances: No pledge or other security interest exists,
and no pledge or other security interest will be created or permitted to exist,
in respect of the shares owned by it in any company in the SNSA Group or in
respect of any dividend payments made or to be made by any company in the SNSA
Group to it; and if any such pledge or other security interest is notified to
any of the Intermediate Companies in respect of its own shares, it will
immediately notify the Lender thereof. SNTG-LIB also makes the representation,
warranty and undertaking con-



 39
 









tained in this Clause 4(i) to the extent set forth
above its signature on the signature pages to this Undertaking.


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


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


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


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


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


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



 40
 









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


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


7.                                      The Existing Undertaking. The obligations of the Intermediate
Companies under this Undertaking in respect of the Existing Tranches and New
Tranches and the Continuing Shipowning Companies (other than Stolt Achievement
B.V.) are a continuation without interruption of their respective obligations
in respect of the Existing Tranches and New Tranches and the Continuing
Shipowning Companies (other than Stolt Achievement B.V.) under the Existing Undertaking.
Upon execution of this Undertaking by each of the Intermediate Companies, the
Existing Undertaking shall terminate and neither the Intermediate Companies nor
the Lender shall have any rights or obligations thereunder.


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


As
Intermediate Companies,


 


	
  Stolt-Nielsen Transportation Group Ltd.,
  Bermuda:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt-Nielsen Investments N.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 41
 









 


	
  Stolt-Nielsen Holdings B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt-Nielsen Transportation Group B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


SNTG-LIB is signing this
Undertaking below for the purposes of undertaking in favour of the Lender, in
line with the provisions of Clause 4(i) of the Undertaking that no pledge or
other security interest exists, and no pledge or other security interest will
be created or permitted to exist, in respect of the shares owned by it in any
company in the SNSA Group or in respect of any dividend payments made or to be
made by any company in the SNSA Group to it.


	
  Stolt-Nielsen Transportation Group Ltd.,
  Liberia:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


As
Lender:


Danish
Ship Finance A/S

(Danmarks Skibskredit A/S):


 


	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  Print name: 

  
	
  Capacity:

  	
   

  	
   

  	
   

  	
  Capacity:

  



 



 42















Schedule 10


FORM OF INSURANCES ASSIGNMENT


First Priority Assignment of
Insurances


M/S Stolt Achievement


M/S Stolt Concept


M/S Stolt Confidence


M/S Stolt Creativity


M/S Stolt Efficiency


M/S Stolt Effort


M/S Stolt Innovation


M/S Stolt Inspiration


THIS ASSIGNMENT
OF INSURANCES, dated
19 July 2006 (the “Insurances Assignment”)
is made by each of the following companies (collectively, the “Continuing Shipowning Companies”):


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


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


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


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


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


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



 43
 









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


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


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


WHEREAS:


(A)          The Loan Agreement. Stolt Tankers Finance B.V. (the “Borrower”) and the Lender are parties to a
USD 225,779,737.18 existing financing, USD 100,000,000 new financing top up
term loan and USD 55,000,000 additional advance agreement dated 27 October 2005
and amended by Amendment No. 1 thereto dated 26 June 2006 and Amendment No. 2
thereto dated the date hereof (as so amended and as may be further amended from
time to time, the “Loan Agreement”).
Pursuant to Amendment No. 2 to the Loan Agreement, among other things, an
additional advance in the amount of USD 55,000,000 will be made available by
the Lender to the Borrower, Stolt Achievement B.V. will be added as a
Continuing Shipowning Company and MS Stolt Achievement will be added as a
Continuing Vessel.  The Tranches made
available to the Borrower under the Loan Agreement have been applied to the
financing of the Continuing Vessels owned by each of the Continuing Shipowning
Companies.


(B)           The Existing Insurances Assignment. On 27 October 2005, each of the Continuing
Shipowning Companies (other than Stolt Achievement B.V.) executed an assignment
of insurances (the “Existing Insurances
Assignment”) pursuant to which it assigned in favour of the Lender
all of the insurances in respect of the Continuing Vessel owned by it by way of
security for its obligations under the guarantee dated 27 October 2005 (the “Existing Guarantee”) of the Borrower’s
obligations under the Loan Agreement.


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


(D)          This Insurances Assignment as a condition
precedent. It is a condition
precedent to the effectiveness of the amendments to the Loan Agreement made by
Amendment No. 2 thereto 



 44
 









and to the Lender’s obligation to make Advance B
available to the Borrower under the Loan Agreement that each of the Continuing
Shipowning Companies executes and delivers and perfects this Insurances
Assignment.


NOW,
THEREFORE, in
consideration for the Lender having entered into the Loan Agreement and
entering into Amendment No. 2 thereto each of the Continuing Shipowning
Companies agrees as follows:


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


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


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


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


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


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


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


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


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


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



 45
 









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


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


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


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


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


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



 46
 









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


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


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


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


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


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


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



 47
 









13.        The Existing Insurances Assignment.  The
obligations of the Continuing Shipowning Companies under this Insurances
Assignment, to the extent that it secures the Continuing Shipowning Companies’
obligations under the Existing Guarantee, are a continuation without
interruption of the Continuing Shipowners’ respective obligations under the
Existing Insurances Assignment. Upon execution of this Insurances Assignment by
each of the Continuing Shipowning Companies, the Existing Insurances Assignment
shall terminate and neither the Continuing Shipowning Companies nor the Lender
shall have any rights or obligations thereunder.


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


	
  Stolt Achievement B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Concept B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Confidence B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Creativity B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 48
 









 


	
  Stolt Efficiency B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Effort B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Innovation B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Inspiration B.V.:

  	
   

  	
  Witnessed
  by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


As
Lender:


Danish
Ship Finance A/S

(Danmarks Skibskredit A/S):


 


	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  Print name: 

  
	
  Capacity:

  	
   

  	
   

  	
   

  	
  Capacity:

  



 



 49
 









Schedule
1


 FORM OF PARTIAL RELEASE LETTER


	
  From:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  cc:

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  [·]

  



 


Dear Sirs,


Re:       LOAN AGREEMENT- USD 225,779,737.18 EXISTING
FINANCING, USD
100,000,000 NEW FINANCING TOP UP TERM LOAN AND USD 55,000,000 ADDITIONAL
ADVANCE – PARTIAL RELEASE LETTER IN RESPECT OF M/S STOLT [·] (THE “RELEASED VESSEL”)


Gentlemen:


We refer to the loan
agreement dated 27 October 2005 and amended by Amendment No. 1 thereto dated 26
June 2006 and Amendment No. 2 thereto dated 19 July 2006 (as so amended and as
may be further amended from time to time, the “Loan Agreement”) between Stolt
Tankers Finance B.V., as Borrower and Danish Ship Finance A/S (Danmarks
Skibskredit A/S) as Lender and the related Insurances Assignment and Earnings
Assignment each dated 19 July 2006 and entered into between Stolt Achievement
B.V., Stolt Concept B.V., Stolt Confidence B.V., Stolt Creativity B.V., Stolt
Efficiency B.V., Stolt Effort B.V., Stolt Innovation B.V., and Stolt
Inspiration B.V., in favour of the Lender. Terms defined in the Loan Agreement
shall have the same meaning when used herein.


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



 50
 









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


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


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


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


 


	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 51
 









Schedule 1 to Partial Release Letter


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


We, Danish Ship Finance A/S (Danmarks Skibskredit
A/S), HEREBY GIVE NOTICE that, pursuant to a letter of partial release dated [·] we have released
and reassigned absolutely to [Released Shipowing Company] all our right, title
and interest in and to and all benefit of all policies and contracts of
insurance whatsoever and all entries of the ship M/S Stolt [·]
in any protection and indemnity and war risks association which were at any
time whatsoever or are now effected including all proceeds and profits thereof,
all claims of whatever nature, returns of premium and all benefits thereunder
and our right to negotiate and settle all claims thereunder in respect of an
actual or constructive or arranged, agreed or compromised total loss which were
assigned to us by an insurances assignment dated 19 July 2006.


	
  Dated:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
			



 



 52
 









Schedule 11


FORM OF EARNINGS ASSIGNMENT


First Priority Assignment of
Earnings


M/S Stolt Achievement


M/S Stolt Concept


M/S Stolt Confidence


M/S Stolt Creativity


M/S Stolt Efficiency


M/S Stolt Effort


M/S Stolt Innovation


M/S Stolt Inspiration


THIS
ASSIGNMENT OF EARNINGS,
dated 19 July 2006 (the “Earnings Assignment”)
is made by each of the following companies (collectively, the “Continuing Shipowning Companies”):


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


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


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


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


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


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



 53
 









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


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


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


WHEREAS:


(A)          The Loan Agreement. Stolt Tankers Finance B.V. (the “Borrower”) and the Lender are parties to a
USD 225,779,737.18 existing financing, USD 100,000,000 new financing top up
term loan and USD 55,000,000 additional advance agreement dated 27 October 2005
and amended by Amendment No. 1 thereto dated 26 June 2006 and Amendment No. 2
thereto dated the date hereof (as so amended and as may be further amended from
time to time, the “Loan Agreement”).
Pursuant to Amendment No. 2 to the Loan Agreement, among other things, an
additional advance in the amount of USD 55,000,000 will be made available by
the Lender to the Borrower, Stolt Achievement B.V. will be added as a
Continuing Shipowning Company and MS Stolt Achievement will be added as a
Continuing Vessel.  The Tranches made
available to the Borrower under the Loan Agreement have been applied to the
financing of the Continuing Vessels owned by each of the Continuing Shipowning
Companies.


(B)           The Existing Earnings Assignment. On 27 October 2005, each of the Continuing
Shipowning Companies (other than Stolt Achievement B.V.) executed an assignment
of earnings (the “Existing Earnings
Assignment”) pursuant to which it assigned in favour of the Lender
all of the Earnings in respect of the Continuing Vessel owned by it by way of
security for its obligations under the guarantee dated 27 October 2005 (the “Existing Guarantee”) of the Borrower’s
obligations under the Loan Agreement.


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


(D)          This Earnings Assignment as a condition
precedent. It is a condition
precedent to the effectiveness of the amendments to the Loan Agreement made by
Amendment No. 2 thereto 



 54
 









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


NOW,
THEREFORE in
consideration for the Lender having entered into the Loan Agreement and
entering into Amendment No. 2 thereto each of the Continuing Shipowning
Companies agrees as follows:


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


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


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


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


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


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



 55















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


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


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


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


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


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


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


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



 56
 









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


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


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


13.                    The Existing Earnings Assignment.  The
obligations of the Continuing Shipowning Companies under this Earnings
Assignment, to the extent that it secures the Continuing Shipowning Companies’
obligations under the Existing Guarantee, are a continuation without interruption
of the Continuing Shipowners’ respective obligations under the Existing
Earnings Assignment. Upon execution of this Earnings Assignment by each of the
Continuing Shipowning Companies, the Existing Earnings Assignment shall terminate
and neither the Continuing Shipowning Companies nor the Lender shall have any
rights or obligations thereunder.


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



 57
 









 


	
  Stolt Achievement B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Concept B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


 


	
  Stolt Confidence B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Creativity B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Efficiency B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 



 58
 









 


	
  Stolt Effort B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Innovation B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


	
  Stolt Inspiration B.V.:

  	
   

  	
  Witnessed by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Print name: Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


As
Lender:


Danish
Ship Finance A/S

(Danmarks Skibskredit A/S):


 


	
  Signature:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  Print name: 

  
	
  Capacity:

  	
   

  	
   

  	
   

  	
  Capacity:

  



 



 59
 









Schedule
12


[M/S
STOLT CONCEPT]


FORM OF MORTGAGE AND DEED OF
COVENANTS


 


DEED OF
COVENANTS


 


	
  BETWEEN

  	
   

  	
  [Stolt Concept B.V.] 

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

  
	
   

  	
   

  	
   

  
	
  AND

  	
   

  	
  Danish Ship Finance A/S 

  (Danmarks Skibskredit A/S) 

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

  
	
   

  	
   

  	
   

  
	
  DATED

  	
   

  	
  19 July 2006

  



 


COPENHAGEN    ÅRHUS   
LONDON    BRUSSELS

KROMANN REUMERT, LAW FIRM

5 SUNDKROGSGADE, DK-2100 COPENHAGEN Ø, DENMARK, TEL. +45 70 12 12 11, FAX +45
70 12 13 11



 60














CONTENTS


	
  1.

  	
   

  	
  DEFINITIONS AND CONSTRUCTION

  	
   

  	
  2

  
	
  2.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  6

  
	
  3.

  	
   

  	
  COVENANT AND GUARANTEE TO PAY PRINCIPAL, INTEREST
  AND OTHER MONEYS

  	
   

  	
  7

  
	
  4.

  	
   

  	
  MORTGAGE AND ASSIGNMENT OF THE MORTGAGED PREMISES

  	
   

  	
  7

  
	
  5.

  	
   

  	
  COVENANTS

  	
   

  	
  9

  
	
  6.

  	
   

  	
  POWERS OF MORTGAGEE TO PROTECT SECURITY AND REMEDY
  DEFAULTS

  	
   

  	
  15

  
	
  7.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
  15

  
	
  8.

  	
   

  	
  POWERS OF MORTGAGEE ON EVENT OF DEFAULT

  	
   

  	
  16

  
	
  9.

  	
   

  	
  RECEIVER

  	
   

  	
  18

  
	
  10.

  	
   

  	
  APPLICATION OF MONEYS

  	
   

  	
  18

  
	
  11.

  	
   

  	
  CONTINUING SECURITY

  	
   

  	
  19

  
	
  12.

  	
   

  	
  DELEGATION

  	
   

  	
  20

  
	
  13.

  	
   

  	
  INDEMNITY AND COSTS

  	
   

  	
  20

  
	
  14.

  	
   

  	
  POWER OF ATTORNEY

  	
   

  	
  21

  
	
  15.

  	
   

  	
  FURTHER ASSURANCES

  	
   

  	
  21

  
	
  16.

  	
   

  	
  NOTICES

  	
   

  	
  22

  
	
  17.

  	
   

  	
  SEVERABILITY

  	
   

  	
  22

  
	
  18.

  	
   

  	
  RELEASE OF EXISTING DEED OF COVENANTS

  	
   

  	
  22

  
	
  19.

  	
   

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  	
  23

  



 



 I















DEED OF COVENANTS


This Deed of Covenants (the “Deed”) is made on 19 July
2006 between:


(1)                                                    [Stolt Concept B.V.],
Westerlaan 5, 3016 CK, Rotterdam, The Netherlands, (the “Owner”), and


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


WHEREAS


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


(B)                                                 The Loan Agreement. Stolt Tankers Finance
B.V., Westerlaan 5, 3016 CK, Rotterdam, The Netherlands (the “Borrower” which
expression shall include its successors and assigns) and the Mortgagee are
parties to a USD 225,779,737.18 existing financing, USD 100,000,000 new
financing top up term loan and USD 55,000,000 additional advance agreement
dated 27 October 2005 and amended by Amendment No. 1 thereto dated 26 June 2006
and Amendment No. 2 thereto dated the date hereof (as so amended and as may be
further amended from time to time, the “Loan
Agreement”). Stolt-Nielsen S.A. (“SNSA”), Stolt-Nielsen
Transportation Group Ltd., Liberia (“SNTG-LIB”), Stolt-Nielsen Transportation
Group Ltd., Bermuda (“SNTG-BER”), Stolt-Nielsen Investments N.V. (“SNI”),
Stolt-Nielsen Holdings B.V. (“SNH”), Stolt-Nielsen Transportation Group B.V. (“SNTG
BV”), the Owner and the Sister Companies (as defined below) have agreed,
irrevocably, unconditionally and as debtors for own debt, to guarantee the
Borrower’s full and timely performance of all obligations under the Loan
Agreement. The guarantee entered into by SNSA, SNTG-LIB, SNTG-BER, SNI, SNH and
SNTG is referred to as the “Parent Companies Guarantee” and the guarantee
entered into by Owner and the Sister Companies is referred to as the “Continuing
Shipowning Companies’ Guarantee”.


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



 1
 









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


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


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


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


1.                                                       DEFINITIONS AND
CONSTRUCTION


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


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


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


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


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



 2
 









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


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


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


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


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


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


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


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


“Mortgaged Premises”
means:



 3
 









a)                         the Ship,


b)                        the Insurances,


c)                         the Earnings, and


d)                        any Requisition
Compensation;


“Loan Agreement”
means the Loan Agreement dated 27 October 2005, as amended on 26 June 2006 and
on the date hereof as mentioned in Recital (B) hereto;


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


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


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


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


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


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



 4
 









“Ship” means the
vessel [M/S Stolt Concept registered at the Port of George Town, Cayman Islands
under Official Number 732878] and includes any share or interest therein and
her engines machinery boats tackle outfit equipment spare gear fuel consumable
or other stores belongings and appurtenances whether on board or ashore and
whether now owned or hereafter acquired;


“Sister Companies”
means [Stolt Achievement B.V., Stolt Confidence B.V., Stolt Creativity B.V.,
Stolt Efficiency B.V., Stolt Effort B.V., Stolt Innovation B.V., and Stolt
Inspiration B.V.];


“Total Loss” means:


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


(ii)                           the abandonment or condemnation of the Ship;


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


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


1.2                                                 Construction. In the Mortgage:


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


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


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



 5
 









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


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


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


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


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


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


2.                                                       REPRESENTATIONS AND
WARRANTIES


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


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


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


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



 6
 









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


3.1                                                 Covenant and guarantee. In consideration of the
continuation of the Existing Tranches and New Tranches (as defined in the Loan
Agreement) and the disbursement of Advance B (as defined in the Loan Agreement)
by the Mortgagee to the Borrower on or before the date hereof in accordance
with the provisions of the Loan Agreement the Owner hereby covenants with and
guarantees to the Mortgagee:


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


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


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


4.                                                       MORTGAGE
AND ASSIGNMENT OF THE MORTGAGED PREMISES


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


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


(a)                            there shall be paid to the
Mortgagee any and every sum recoverable under the Insurances against fire and
usual marine risks and war risks in respect of a Total Loss and any and every
sum recoverable under such 



 7
 









insurances in respect of a major casualty (that is to say
any casualty in respect whereof the claim or the aggregate of the claims
exceeds $1,000,000. inclusive of any deductible);


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


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


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


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


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



 8
 









Borrower
of letter of partial release of such assignments in the form set forth in
Schedule 1 to the Insurances Assignment.


5.                                                       COVENANTS


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


5.1.1                                        Insurances.


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


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


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


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


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


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


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


c)                                    Expiry
of Insurances: at least fourteen days before the relevant policies, contracts or entries
expire to notify the Mortgagee of the names of the brokers and/or entities
proposed to be employed by the Owner for the purposes of the 



 9
 









renewal
of the Insurances and of the amounts in which such insurances are proposed to be
renewed and the risks to be covered and, subject to compliance with any
requirements of the Mortgagee pursuant to this Clause, to procure that
appropriate instructions for the renewal of such insurances on the terms so
specified are given to the Approved Brokers; and to renew all such Insurances
at least seven days before the relevant policies, contracts or entries expire
and procure that the Approved Brokers will at least seven days before such
expiry (or within such shorter period as the Mortgagee may from time to time
agree) confirm in writing to the Mortgagee as and when such renewals have been
effected in accordance with the instructions so given;


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


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


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


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


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



 10
 









such form
as may from time to time be agreed in writing by the Mortgagee and that the
Mortgagee shall be furnished with pro forma copies thereof and a letter or
letters of undertaking from the Approved Brokers in such form as shall from
time to time be reasonably required by the Mortgagee;


i)                                       Comply
with terms of Insurances: not to employ the Ship or suffer the Ship to be employed
otherwise than in conformity with the terms of the Insurances (including any
warranties express or implied therein) without first obtaining the consent to
such employment of the insurers and complying with such requirements as to
extra premium or otherwise as the insurers may prescribe; and


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


5.1.2                                        Management of the Ship.


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


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


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


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


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


c)                         Maintenance
and repair:
to keep the Ship in a good and efficient state of repair and so as to comply
with the provisions of the Merchant Shipping Acts and all 



 11
 









other
regulations and requirements (statutory or otherwise) from time to time applicable
to vessels registered at George Town, Cayman Islands and to procure that all
repairs to or replacement of any damaged worm or lost parts or equipment be
effected in such manner (both as regards workmanship and quality of materials)
as not to diminish the value of the Ship and to maintain the present class of
the Ship;


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


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


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


g)                        Information: promptly to furnish to
the Mortgagee all such information as it may from time to time require
regarding the Ship her position and copies of all char-



 12
 









ters and
other contracts for her employment or otherwise howsoever concerning her;


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


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


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


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


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


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


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


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


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



 13















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


(i)              on demise charter for any period;


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


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


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


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


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


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


p)                        Payment
of Earnings to Mortgagee after Event of Default: to procure that the
Earnings are paid to the Mortgagee at all times after the Mortgagee shall have
directed pursuant to Clause (ii) that the same shall no longer be receivable by
the Owner and that any Earnings which at the time such direction is given are
in the 



 14
 









hands of
the Owner’s agents are duly accounted for and paid over to the Mortgagee
forthwith on demand.


6.                           POWERS OF MORTGAGEE TO
PROTECT SECURITY AND REMEDY DEFAULTS


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


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


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


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


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


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


7.                           EVENTS OF DEFAULT


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



 15
 









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


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


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


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


8.                           POWERS OF MORTGAGEE ON EVENT
OF DEFAULT


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


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


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


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



 16
 









through
whom collection or recovery is effected to charge the usual fees for their
services;


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


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


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


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


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


PROVIDED ALWAYS that upon
any sale of the Ship or any share therein by the Mortgagee pursuant to Clause
8.1 d) above or by the Receiver pursuant to Clause 9.1 below the purchaser
shall not be bound to see or inquire whether the Mortgagee’s power of sale has
arisen in the manner herein provided and the sale shall be deemed to be within 



 17
 









the power of the Mortgagee
(or the Receiver, as the case may be) and the receipt of the Mortgagee (or the
Receiver, as the case may be) for the purchase money shall effectively
discharge the purchaser who shall not be concerned with the manner of
application of the proceeds of sale or be in any way answerable therefor.


9.                           RECEIVER


9.1                                                 Entitlement to appoint. At any time after the
Loan shall have become due and payable, the Mortgagee shall be entitled (but
not bound) by writing under its common seal or under the hand of any director
of the Mortgagee to appoint any person or persons to be a receiver and/or
manager of the Mortgaged Premises or any part thereof (with power to authorise
any joint receiver and/or manager to exercise any power independently of any
other joint receiver and/or manager) and may from time to time fix his
remuneration or remove any receiver and/or manager so appointed and appoint
another in his place. Any receiver and/or manager so appointed shall be the
agent of the Owner and the Owner shall be responsible for his acts or defaults
and for his remuneration and such receiver or manager so appointed shall have
all powers to do or omit to do anything which the Owner could do or omit to do
in relation to the Mortgaged Premises or any part thereof and in particular
(but without prejudice to the generality of the foregoing) any such receiver
and/or manager may exercise all the powers and discretions conferred on the
Mortgagee by the Mortgage and this Deed.


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


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


10.                       APPLICATION OF MONEYS


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


a)                                    sale of the Ship or any
share therein;


b)                                   recovery under the
Insurances (other than any such sum or sums as may have been received by the
Mortgagee in accordance with Clause 4.1(i)(a) hereof in 



 18
 









respect
of a major casualty as therein defined and which has or have been paid to the
Owner as therein provided), and


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


FIRST towards costs, fees
and expenses;


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


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


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


11.                       CONTINUING SECURITY


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



 19
 









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


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


12.                       DELEGATION


12.1                                           Power to delegate. The Mortgagee shall be
entitled at any time and as often as may be expedient to delegate all or any of
the powers and discretions vested in it by the Security Documents or any of
them (including the power vested in it by virtue of Clause 14 hereof) in such
manner upon such terms and to such persons as the Mortgagee in its absolute
discretion may think fit.


13.                       INDEMNITY AND COSTS


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



 20
 









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


14.                       POWER OF ATTORNEY


14.1                                           Appointment. THE OWNER HEREBY
IRREVOCABLY APPOINTS the Mortgagee as its attorney for the duration of the
Security Period for the purpose of doing in its name all acts which the Owner
itself could do in relation to the Mortgaged Premises and to execute, seal and
deliver or otherwise perfect and do all such deeds, assurances, agreements,
instruments, acts or things which may be required for the full exercise of all
or any of the rights powers or remedies hereby conferred which may be proper in
or in connection with all or any of the purposes aforesaid. The Owner ratifies
and confirms and agrees to ratify and confirm any deed, assurance, agreement,
instrument, act or thing which the Mortgagee shall execute or do pursuant to this
Clause 14.1, PROVIDED HOWEVER that such power shall not be exercisable by or on
behalf of the Mortgagee until the security created by this Deed and the
Mortgage shall have become enforceable pursuant to Clause 8 hereof.


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


15.                       FURTHER ASSURANCES


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



 21
 









16.                       NOTICES


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


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


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


17.                       SEVERABILITY


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


18.                       RELEASE OF EXISTING DEED
OF COVENANTS


The Owner and the
Mortgagee are parties to a Deed of Covenants dated 27 October 2005 in respect
of the Ship (the “Existing Deed of Covenants”). The obligations of the Owner
under this Deed of Covenants, to the extent that it secures the Owner’s
guarantee of the Borrower’s obligations in respect of the Existing Tranches and
the New Tranches (as each such term is defined in the Loan Agreement) are a
continuation without interruption of the Owner’s obligations under the Existing
Deed of Covenants to the extent that such Existing Deed of Covenants secures
the Owner’s obligations under its guarantee of the Existing Tranches and New
Tranches. Upon execution of this Deed 



 22
 









of Covenants by the Owner,
the Existing Deed of Covenants shall terminate and neither the Owner nor the
Lender shall have any rights or obligations thereunder.


19.                       GOVERNING LAW AND
JURISDICTION


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


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


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


Executed as a Deed


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

  	
   

  	
   

  
	
  as Owner

  	
   

  	
  In the
  presence of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Walter Lion

  	
   

  	
   

  	
  Lauren Cramer

  
	
  Capacity:

  	
  Attorney-in-fact

  	
   

  	
   

  	
   

  



 


Executed as a Deed


	
  For and on behalf of Danish Ship Finance A/S

  	
   

  	
   

  
	
  (Danmarks Skibskredit A/S) as Mortgagee 

  	
   

  	
  In the
  presence of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Christian
  Hennings

  
						



 



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