P & O SCOTTISH FERRIES LIMITED

Deed of general assignment of earnings

Created on 06 May 1992

Delivered on 15 May 1992

Status fully-satisfied

Persons Entitled

Kreditanstalt Fur Wiederaufbau

Amount Secured

DM18,000,000 together with all other monies due from the company to the chargee under the terms of the loan agreement asdefined in the deed

Short Particulars

All rights title interest of the companyin and to all long term contracts,all earnings etc see form 395 for full details.

Transactions

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Statutory mortgage

Created on 20 Mar 1987

Delivered on 10 Apr 1987

Status fully-satisfied

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

All monies due or to become due from the company to the chargee on an account current under the terms of a financial agreement dated 12/3/87 and a deed of covenant dated 20/3/87.

Short Particulars

64/64TH shares of and in M.V. "N.F. panther" registered in the name of the company at the port of aberdeen under official no 388170.

Transactions

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Deed of covenant

Created on 20 Mar 1987

Delivered on 10 Apr 1987

Status fully-satisfied

Persons Entitled

The Royal Bank of Scotland PLC

Amount Secured

£3,441,293 and all other monies due or to become due from the company to the chargee under the terms of a financial agreement dated 12.3.87 and this charge

Short Particulars

All the company's rights title & interest and benefit present & future in and under:-(a) M.V. "N.F. panther" registered at the port of aberdeen official no: 338170 (the "vessel") and (b) the earnings & insurances of the vessel (for full details see form 395).

Transactions

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Shipowners agreement

Created on 10 Jan 1986

Delivered on 13 Jan 1986

Status fully-satisfied

Persons Entitled

The Secretary of State for Trade and Industry.

Amount Secured

All monies due or to become due from the company to the chargee under the term sof the shipowners agreement.

Short Particulars

Any monies which may be or become payable to the company in accordance with clause 46 of the financial agreement dated 10/1/86 made between the company and national westminster bank PLC.

Transactions

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Deed of covenant

Created on 18 Mar 1981

Delivered on 01 Apr 1981

Status fully-satisfied

Persons Entitled

Barclays Bank International Limited

Amount Secured

£1,900,000 and all ohter monies due or to become due from the company to the chargee supplemental to a financial agreement and mortgage both dated 18 mar 81

Short Particulars

The mortgaged premises (being the ship, the insurances the earnings and requistiion compensation) all as defined in the deed of covenant.

Transactions

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Statutory mortgage

Created on 18 Mar 1981

Delivered on 01 Apr 1981

Status fully-satisfied

Persons Entitled

Barclays Bank Internaitonal Limited

Amount Secured

All monies due or to become due from the company to the chargee on an account current under the terms of a principal agreement and deed of covenant both dated 18 mar 81

Short Particulars

Sixty-four sixty-forth shares in the M.V."bison" registered at port of london under official no. 363569 ("the ship").

Transactions

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Assignment

Created on 26 Nov 1979

Delivered on 14 Dec 1979

Status fully-satisfied

Persons Entitled

Bank of America National Trust and Savings Association.

Amount Secured

All monies due or to become due from the company to the chargee under the terms of an agreement dated 26/11/79

Short Particulars

All its rights and interest in and to and the benefit of all moenys and claims for moneys (includings all rebates of hire) due or to become due from ensign tankers (leasing) limited to the company under or pursuant to a bareboat charter dated 13/7/79.

Transactions

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Assignment of charterhire

Created on 26 Nov 1979

Delivered on 14 Dec 1979

Status fully-satisfied

Persons Entitled

Bank of America National Trust and Savings Association

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the agreement dated 26/11/79

Short Particulars

(A) all its rights title and interest interest in and to:- all moneys and claims for money due or to become due to the company under and all claims for damages arising out of the branch (I) the bareboat charter dated 22/8/79 in respect of vessel M.V. tipperary (ii) any other charter party or agreement for the chartering. Possession employment or use of or contract of engagements or affreighments relating to the said vessel. B) all freights hires and any other monies which maybe earned or become payable to the company as a a result of the chatering and / or operation of the vessel. (C) any and all proceeds of the foregoing. Registered at the port of dublin. Official no 401950.

Transactions

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Deed of covenant

Created on 29 Sep 1978

Delivered on 19 Oct 1978

Status fully-satisfied

Persons Entitled

The Banks Mentioned in the Schedule Attached to Doc M195.

Amount Secured

All monies due or to become due from the company to the chargees under the terms of a loan agreement dated 8.8.78 & deeds supplemental thereto.

Short Particulars

The ship the insurances & all benefits thereof, the earnings & owners requisition compensation all as defined in the deed of covenant.

Transactions

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Mortgage

Created on 29 Sep 1978

Delivered on 19 Oct 1978

Status fully-satisfied

Persons Entitled

The Banks Named in the Schedule Attached to Doc M195

Amount Secured

All monies due or to become due from the company to the chargee an account current under the terms of a guarantee & a deed of covenant both dated 29.9.78

Short Particulars

64/64TH shares in M.V. bison registered in london under no. 363569.

Transactions

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Deed of covenant.

Created on 09 Oct 1975

Delivered on 16 Oct 1975

Status fully-satisfied

Persons Entitled

Barclays Bank PLC

Amount Secured

For further securing all monies due or to become due from the company to the chargee on any account whatsoeversecured by another charge dated 9/10/75.

Short Particulars

Motorship bison 363569 and all freights hire passage moneys requisition compensation salvage or towage remuneration demurrage detention moneys and other moneys whatsoever to be earned by the vessel. All the policies of insurnace taken out in respect of the vessel her freights disbursements or otherwise howsoeverand all the benefits thereof.

Transactions

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