BIBBY MARINE LIMITED

Charge 000205350041

A registered charge

A tripartite agreement

$27,440,000 and all other moneys due or to become due from bibby line limited to the chargee under the terms of a loan agreement dated 14/10/91, this deed and the guarantee as defined therein

The earnings being monies due from ure or operation of M.V. "shropshire" (the "ship") including insurances, rights and interest in any agreement (see doc M76 for full details).

Floating charge

All monies due or to become due from the company to the chargee under the terms of a guarantee dated 14/10/91 or this charge.

Undertaking and all property and assets present and future.

First priority bahamas statutory deed of covenant

All moneys due or to become due from bibby line limited to the chargee being 27,440,000 and all other sums owing under a loan agreement dated 14/10/91 and any and all other documents as defined in this deed

All shares of the motor vessel named "shropshire" (the "vessel") at part of nassan no 716440 including engines, machinery, boats, stores, appartenances etc (see doc M100 for full details).

First priority bahamas statutory mortgage

Us dollars 27,440,000 and all other monies due or to become due from bibby line limited on an account current under a loan agreement dated 14/10/91 and any and all other documents

32/64TH shares of the motor vessel named"shropshire" registered under the bahamas flag at the port of nassau official NO716440 (see form 395 for full details).

Deed of covenant.

All monies due or to become due from bibby line limited to the chargee under the terms of the security documents and any other such document (as defined).

All the company's interest present and future in the mortgaged premises being M.V. "shropshire" registered at the port of nassau bahamas, official number:- 716440.

Deed of covenant

All monies due or to beocme due from bibby line limited to the chargee under the terms of the security documents and any other LTD documents (as defined)

All the comapny's interest present and future in the mortgaged premises being M.V. "dorsntshire" registered at the port of nassau, bahamas, under off. No. 716024. (see form 395. ref m 102 for full details).

Deed of covenant.

All monies due or to become due from bibby line limited to the chargee under the terms of the security documents and any other LTD document (as defined).

All the company's interest present and future in the mortgaged premises being. A) M.V. "lincolnshire" registered at the port of hong kong under off. No. 357400 (see form 395 - reg M107 for full details).

Mortgage

All monies due or to become due from bibby line limited on an account current under the terms of a loan agreement and a deed of covenant both dated 3RD may 1991

32/64TH shares of and in M.V. "dorsetshire" owned by the company and registered in the name of the company at the port of nassau, bahamas under official number 716024.

Mortgage

All monies due or to become due from bibby line limited on an account current under the terms of a loan agreement and a deed of covenant both dated 3RD may 1991

32/64TH shares of and in M.V. "shropshire" owned by the company and registered in the name of the company at the port of nassau, bahamas under official number 716440.

Mortgage

All monies due or to become due from the company to the chargee under the terms of a deed of covenant dated 3RD may 1991.

64/64TH shares of and in M.V. "lincolnshire" owned by the company and registered in the name of the company at the port of hong kong under official number 357400.

First priority mortgage

All monies due or to become due from the company to the chargee under the terms of a loan agreement and/or a deed of covenant both of even date

64/64TH shares of and in M.V. "lincolnshire" registered at the port of hong kong under official no 357400.

Deed of covenant

All monies due or to become due from the company to the chargee under the terms of the security documents.

All the company's interest present & future in the ship (being the vessel "lincolnshire" registered at the port of hong kong under official no 351400 including the earnings & requisition compensation (see form 395 for full details.).

First priority statutory

All monies due or to become due from bibby line limited to to the chargee. On an account current under the terms of the security documents

64/64TH shares of and in M.V. "lincolnshire" registered in the name of the company at the port of hong kong under official no:- 357400.

First priority statutory mortgage

All monies due or to become due from bibby line limited on an account current under the terms of the security documents.

64/64TH shares of and in M.V. "hampshire" registered in the name of the company at the port of hong kong under official no:- 360168.

Deed of covenant

All monies due or to become due from bibby line limited to the chargee on an account current under ther terms of the security documents.

All the company's rights, title & interest and benefit in & under the M.V. "lincolnshire" registereds at the port of hong kong under official no:- 357400 (see form 395 for details).

A registered charge

All monies due or to become due from bibby line limited to the chargee on an account current under the terms of the security documents

All the company's rights title interests and benefits in & under the M.V. "hampshire" registered at the port of hong kong under official no:- 360168 (see form 395 for details).

Statutory mortgage

All monies due or to become due from the company to the chargee on account current under the terms of a loan agreement dated 21/5/82.

Sixty four sicty fourth (64/64TH) shares of an in M.V. hampshire rebgistered in the name of the company at the port of hong kong under official number 360168.

Deed of covenant

All monies due or to become due from the company to the chargee pursuant to the terms of a loan agreement dated 21/5/82 and a supplemental agreement dated 31/12/85 and the deed of covenant of the same date

All the company's rights, title & interest present and future to M.V. "hampshire" registered at the port of hong kong under official number 360168 see doc M262 for details.

Deed of charge

$20,000,000 and all other monies due or to become due from the company and/or all or any of the other companies named therein to the charges pursuant to the loan agreement dated 31 ded 83

The security fund, as such expression is defined in the loan agreement, and all moneys for the time being and from time to time standing to the credit of the security fund deposit account (s), as such expression is defined in the said deed of charge, and all interest accruing thereon.

Deed of covenant

All monies due or to beocme due from the company to the chargee on any account current secured by a charge dated 26/9/83 pursuant to a loan agreement dated 26/9/83

The ship and her insurance earnings and requisition compensation see doc M253 for details.

Mortgage

All monies due or to become due from the company to the chargee on any account current under the terms of a deed of covenant dated 26/9/83 and pursuant to a loan agreement dated 26/9/83

64/64TH shares in M.V. "hampshire" registered at liverpool no 360168.

Second assignment of earnings

All monies due or to become due from the company to the chargee pursuant to a deed of assignment of even date

The insurances on the floating accomadation barge "safe esperia" official no:389221 the earnings on the vessel all freights, hire moneys, ( including requisition hire ) net salvage towage remuneration demurage detention monies damages and other earnings in respect of the vessel.

Assignment of earnings

All monies due or to become due from the company to the chargee pursuant to a loan agreement dated 21/4/83 and a deed of indemnity dated 21/4/83

The insurances of the accomodation barge "safe esperia" official no:389221 the earnings on the vessel all freights, hire monies ( including requisition hire )net salvage towage remenumeration demurage detention monies damages and other earnings in respect of the vessel.

Second deed of covenant

$4,500,000 and all monies due or to become due from the company to the chargee on and account current pursuant to a loan agreement dated 23/3/83

All accounts which exist between the company and the morrgagee the companys interest being sixty four sixty fourths of the floating accomadation large "safe esperia" registered at liverpool no 389221.