Bibby Transport Limited

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ALL AMOUNTS WHSTSOEVER DUE OR TO BECOME DUE FROM THE COMPANY TO LLOYDS BANK PLC, THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND AND COMMERZBANK AKTIENGESELLSCH AFT UNDER THE SECURITY DOCUMENTS (AS DEF INED IN THE ASSIGNMENT OF MAINTENANCE GU ARANTEE)

ALL AMOUNTS WHATSOEVER DUE OR TO BECOME DUE FROM THE COMPANY TO LLOYDS BANK PLC, THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND AND COMMERZBANK AKTIENGESELLSCH AFT UNDER THE SECURITY DOCUMENTS (AS DEF INED IN THE DEED OF COVENANTS DATED 7TH AUGUST 1998 BETWEEN THE COMPANY AND THE AGENT COLLATERAL TO THE MORTGAGE)

ALL AMOUNTS WHATSOEVER DUE OR TO BECOME DUE FROM BIBBY LINE LIMITED TO LLOYDS BA NK PLC,THE GOVERNOR AND COMPANY OF THE B ANK OF SCOTLAND AND COMMERZBANK AKTIENGE SELLSCHAFT UNDER THE SECURITY DOCUMENTS (AS DEFINED IN THE ASSIGNMENT OF JOINT S ERVICE EARNINGS)

ALL AMOUNTS WHATSOEVER DUE OR TO BECOME DUE FROM THE COMPANY TO LLOYDS BANK PLC, THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND AND COMMERZBANK AKTIENGESELLSCH AFT UNDER THE SECURITY DOCUMENTS (AS DEF INED IN THE DEED OF COVENANTS)

ALL AMOUNTS WHATSOEVER DUE OR TO BECOME DUE FROM THE COMPANY TO LLOYDS BANK PLC, THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND AND COMMERZBANK AKTIENGESELLSCH AFT UNDER THE SECURITY DOCUMENTS (AS DEF INED IN THE ASSIGNMENT AGREEMENT)

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THE MAXIMUM PRINCIPAL AMOUNT OF US$ 8,00 0,000 AND ALL OTHER MONIES DUE OR TO BEC OME DUE FROM THE COMPANY TO THE CHARGEE UNDER OR PURSUANT TO THE LOAN FACILITY A GREEMENT DATED 20TH DECEMBER 1993 AND TH E SECOND PRIORITY DEED OF COVENANTS OF E VEN DATE

THE MAXIMUM PRINCIPAL AMOUNT OF US$ 40,0 00,000 AND ALL OTHER MONIES DUE OR TO BE COME DUE FROM THE COMPANY TO THE CHARGEE UNDER OR PURSUANT TO THE LOAN FACILITY AGREEMENT DATED 20TH DECEMBER 1993 AND T HE FIRST PRIORITY DEED OF COVENANTS OF E VEN DATE

THE MAXIMUM PRINCIPAL SUM OF US $8,000,0 00 AND ALL OTHER SUMS DUE FROM BIBBY LIN E LIMITED (THE "BORROWER") TO THE CHARGE E PURSUANT TO THE LOAN FACILITY AGREEMEN T DATED 20TH DECEMBER 1992 (AS DEFINED) AND ANY OF THE SECURITY DOCUMENTS (AS DE FINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$ 40,0 00,000 AND ALL OTHER SUMS DUE FROM BIBBY LINE LIMITED (THE "BORROWER") TO THE CH ARGEE PURSUANT TO THE AGREEMENT OF EVEN DATE (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$ 40,0 00,000 AND ALL OTHER SUMS DUE FROM BIBBY LINE LIMITED (THE "BORROWER") TO THE CH ARGEE PURSUANT TO THE AGREEMENT OF EVEN DATE (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$8,000 ,000 TOGETHER WITH INTEREST THEREON AND ALL OTHER SUMS DUE AND OWING FROM THE CO MPANY TO THE CHARGEE (IN ITS CAPACITY AS AGENT FOR THE BANKS) UNDER OR PURSUANT TO THE LOAN FACILITY AGREEMENT DATED 20T H DECEMBER 1993 AND ANY OF THE SECURITY DOCUMENTS (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$8,000 ,000 AND ALL OTHER SUMS DUE FROM BIBBY L INE LIMITED (THE "BORROWER") TO THE CHAR GEE PURSUANT TO THE AGREEMENT OF EVEN DA TE (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$8,000 ,000 TOGETHER WITH INTEREST THEREON AND ALL OTHER SUMS DUE AND OWING FROM THE CO MPANY TO THE CHARGEE (IN ITS CAPACITY AS AGENT FOR THE BANKS) UNDER OR PURSUANT TO THE LOAN FACILITY AGREEMENT DATED 20T H DECEMBER 1993 AND ANY OF THE SECURITY DOCUMENTS (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$8,000 ,000 TOGETHER WITH INTEREST THEREON AND ALL OTHER SUMS DUE AND OWING FROM THE CO MPANY TO THE CHARGEE (IN ITS CAPACITY AS AGENT FOR THE BANKS) UNDER OR PURSUANT TO THE LOAN FACILITY AGREEMENT DATED 20T H DECEMBER 1993 AND ANY OF THE SECURITY DOCUMENTS (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$40,00 0,000 TOGETHER WITH INTEREST THEREON AND ALL OTHER SUMS DUE AND OWING TO THE CHA RGEE (IN ITS CAPACITY AS AGENT FOR THE B ANKS) UNDER OR PURSUANT TO THE LOAN FACI LITY AGREEMENT DATED 20TH DECEMBER 1993 AND ANY OF THE SECURITY DOCUMENTS (AS DE FINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$40,00 0,000 TOGEHTER WITH INTEREST THEREON AND ALL OTHER SUMS DUE AND OWING FROM THE C OMPANY TO THE CHARGEE (IN ITS CAPACITY A S AGENT FOR THE BANKS) UNDER OR PURSUANT TO THE LOAN FACILITY AGREEMENT DATED 20 TH DECEMBER 1993 AND ANY OF THE SECURITY DOCUMENTS (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US $8,00 0,000 AND ALL OTHER SUMS DUE FROM BIBBY LINE LIMITED (THE "BORROWER") TO THE CHA RGEE PURSUANT TO THE AGREEMENT OF EVEN D ATE (AS DEFINED) AND ANY OF THE SECURITY DOCUMENTS (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$40,00 0,000 TOGETHER WITH INTEREST THERON AND ALL OTHER SUMS DUE AND OWING FROM THE CO MPANY TO THE CHARGEE (IN ITS CAPACITY AS AGENT FOR THE BANKS) UNDER OR PURSUANT TO THE LOAN FACILITY AGREEMENT DATED 20T H DECEMBER 1993 AND ANY OF THE SECURITY DOCUMENTS (AS DEFINED)

THE MAXIMUM PRINCIPAL AMOUNT OF US$8,000 ,000 TOGETHER WITH INTEREST THEREON AND ALL OTHER SUMS DUE AND OWING FROM THE CO MPANY TO THE CHARGEE (IN ITS CAPACITY AS AGENT FOR THE BANKS) UNDER OR PURSUANT TO THE LOAN FACILITY AGREEMENT DATED 20T H DECEMBER 1993 AND THE SECOND PRIORITY DEED OF COVENANTS DATED 21ST DECEMBER 19 93

THE MAXIMUM PRINCIPAL AMOUNT OF US$40,00 0,000 TOGETHER WITH INTEREST THEREON AND ALL OTHER SUMS DUE AND OWING FROM THE C OMPANY TO THE CHARGEE (IN ITS CAPACITY A S AGENT FOR THE BANKS) UNDER OR PURSUANT TO THE LOAN FACILITY AGREEMENT DATED 20 TH DECEMBER 1993 AND THE FIRST PRIORITY DEED OF COVENANT DATED 21ST DECEMBER 199 3

THE MAXIMUM PRINCIPAL SUM OF US $40,000, 000 AND ALL OTHER SUMS DUE FROM BIBBY LI NE LIMITED (THE "BORROWER") TO THE CHARG EE PURSUANT TO THE LOAN FACILITY AGREEME NT DATED 20TH DECEMBER 1993 (AS DEFINED) AND ANY OF THE SECURITY DOCUMENTS (AS D EFINED)

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DEED D/D 9.6.80 SUPPLEMENTAL TO A DEED O F CAVENANT D/D 28.2.79 AND CREATED BY BI BBY TRANSPORT LTD FOR SECURING ALL MONIE S OWING TO FINANCE FOR SHIPPING LTD UNDE R THE DEED OF COVENANT

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NIL AT PRESENT

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