P&O FERRIES PORT SERVICES LIMITED

First multiparty deed

Created on 09 Mar 1998

Delivered on 27 Mar 1998

Status outstanding

Persons Entitled

Chase Manhattan International Limited (The "Security Agent")

Amount Secured

All sums of money owing due or to become due from the company (formerly known as stena fantasia (F.L.) limited) to the chargee or to the finance parties (as defined) under the credit agreement (as defined) or under the other finance documents (as defined)

Short Particulars

The sub-charter; the sub-charter earnings; the insurances any requisition compensation. See the mortgage charge document for full details.

Transactions

Floating charge

Created on 09 Mar 1998

Delivered on 27 Mar 1998

Status outstanding

Persons Entitled

Chase Manhattan International Limited

Amount Secured

All present and future obligations and liabilities due or to become due from the company (formerly known as stena fantasia (F.L.) limited) to the chargee as security agent and trustee for the finance parties (as defined in the credit agreement) (the "security agent") under each finance document (as defined) to which the company is a party

Short Particulars

All of the assets (present and FUTURE0 of the company (the "security assets") subject to security created by the finance documents and permitted liens existing as at the date hereof.

Transactions

Leased vessel assignment

Created on 31 Mar 1995

Delivered on 19 Apr 1995

Status outstanding

Persons Entitled

Chemical Investment Bank LTD.(As Security Trustee)

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the loan and guarantee facility agreement dated 8TH june 1994 or any of the other security documents (as defined)

Short Particulars

All right title and interest in the company's right ti any rebate of rental under the demise charterparty dated 31 march 1995 in respect of the bahamian flag vessel "stena fantasia" (official no. 715381); or the inter-creditor agreement dated 31 march 1995. see the mortgage charge document for full details.

Transactions

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The cash collateral account security assignment

Created on 31 Mar 1995

Delivered on 13 Apr 1995

Status outstanding

Persons Entitled

Commerzbank Aktiengesellschaft London Branch

Amount Secured

All moneys,obligations and liabilities due or to become due from the company to commerzbank aktiengesellschaft london branch acting in its capacity as the agent and the banks (as defined) under the gfa dated 31 march 1995

Short Particulars

The lessee has assigned,charged and released and agreed to assign,charge and release to the agent and the banks all the lessee's right,title and interest in and to the cash collateral account and all sums which may at any time be standing to the credit of the cash collateral account.

Transactions

The lessee's assignment dated 31 march 1995 pursuant to the first multiparty deed dated 31 march 1995

Created on 31 Mar 1995

Delivered on 13 Apr 1995

Status outstanding

Persons Entitled

Commerzbank Aktiengesellschaft London Branch(As "Agent" for the "Banks" as Defined in the Deed),

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargees (including reimbursement of sums paid by lloyds bank PLC under clause 4.2 of the intercreditor agreement) under the terms of the guarantee facility agreement dated 31ST march 1995 or under any document executed pursuant thereto (the "gfa liabilities")

Short Particulars

All the lessee's right title and interest in and to the lessee's assigned property being a). The sub-charter b). The sub - charter earnings c). The insurances d). Any requisition compensation e). The lessee's rights to any rebate of rental payable to it under the charterparty or the intercrditor agreement. See the mortgage charge document for full details.

Transactions

Second multiparty deed

Created on 31 Mar 1995

Delivered on 10 Apr 1995

Status outstanding

Persons Entitled

Lbi Leasing Limited

Amount Secured

All monies due or to become due from the company and/or stena sealink limited to the chargee under the terms of the charterparty by demise or any documents executed pursuant to the charterparty and a hire purchase agreement both dated 31ST march 1995

Short Particulars

All the mortgagors rights title and interest in and to the insurances and any requisition compensation (as defined on form 395. see the mortgage charge document for full details.

Transactions

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Deed of debenture

Created on 30 Jun 1994

Delivered on 18 Jul 1994

Status outstanding

Persons Entitled

Chemical Investment Bank LTD.as Security Trustee

Amount Secured

All monies due or to become due from the company and/or all or any other companies named therein to the chargee under the terms of the loan and guarantee facility agreement dated 8TH june 1994 or any other of the security documents

Short Particulars

Particulars a-f as specified in form 395. see the mortgage charge document for full details.

Transactions

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Loan and guarantee facility agreement

Created on 08 Jun 1994

Delivered on 29 Jun 1994

Status outstanding

Persons Entitled

Chemical Investment Bank LTD,as Security Trustee,and the Other Banks (As Defined)

Amount Secured

All monies due or to become due from the company and/or the other borrowers (as defined) to the chargee under the terms of this loan and guarantee facility agreement (as defined) or any other security documents (as defined)

Short Particulars

The right of set-off pursuant to clause 36 of the loan agreement. See the mortgage charge document for full details.

Transactions

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Subordination agreement

Created on 19 May 1994

Delivered on 09 Jun 1994

Status fully-satisfied

Persons Entitled

Kreditanstalt Fur Wiederaufbau

Amount Secured

£22,889,609.88 (being the outstanding balance of £32,426,959.88) and all other sums due from fedelm equipment & aircraft leasing limited to the chargee pursuant to a novation agreement dated 19TH may 1994 and the security documents (as defined)

Short Particulars

All compensation or other moneys payable to the company as a result of the motor vessel "stena fantasia",registered at nassau,bahamas with official no.715381.........and all contracts and policies of insurance......etc.. See the mortgage charge document for full details.

Transactions

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Subordination agreement

Created on 19 May 1994

Delivered on 09 Jun 1994

Status fully-satisfied

Persons Entitled

Nordduetsche Landesbank Girozentrale

Amount Secured

£4,588,000 (being the outstanding balance of £6,000,000) and all other sums due from fedelm equipment & aircraft leasing limited to the chargee pursuant to a novation agreement dated 19TH may 1994 and the security documents (as defined)

Short Particulars

All compensation and other monies payable to the company as a result of the motor vessel " stena fantasia",registered at the port of nassau,bahamas with official no.715381; All contracts and policies of insurance......etc.. See the mortgage charge document for full details.

Transactions

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Tripartite deed

Created on 19 May 1994

Delivered on 08 Jun 1994

Status fully-satisfied

Persons Entitled

Stena International B.V.

Amount Secured

£10,000,000 and all other monies due or to become due from stena fantasia limited to the chargee pursuant to the credit agreement dated 19TH may 1994

Short Particulars

All rights,title,interest and policies of insurance/contracts....etc.. See the mortgage charge document for full details.

Transactions

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Triparite deed

Created on 19 May 1994

Delivered on 07 Jun 1994

Status fully-satisfied

Persons Entitled

Stena International B.V.

Amount Secured

£10,000,000 and all other monies due or to become due from stena fantasia limited to the chargee pursuant to the loan agreement dated 19TH may 1994 (as defined)

Short Particulars

All rights,title and interest the insurances,all policies and contracts of insurance..........of the ship "stena fantasia",official no.715381.. See the mortgage charge document for full details.

Transactions

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Loan agreement

Created on 01 Feb 1994

Delivered on 03 Feb 1994

Status outstanding

Persons Entitled

Kreditanstalt Fur Wiederaufbau

Amount Secured

Dm 5,600,000 and all other monies due or to become due from the company to the chargee under the terms of the "security documents" (as defined in the agreement)

Short Particulars

Any credit balances from time to time of the company with any branch of the chargee. See the mortgage charge document for full details.

Transactions

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Subordination agreement

Created on 21 Jan 1992

Delivered on 29 Jan 1992

Status fully-satisfied

Persons Entitled

Norddeutsche Landesbank Girozentrale

Amount Secured

All monies due or to become due from stena equipment and aircraft leasing limited to the chargee under the terms of the loan agreement dated 21ST january 1992

Short Particulars

All the companys right title and interest in and to moneys payable to the company in respect of the vessel "stena fantasia" see form 395 ref M744C.

Transactions

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Subordination agreement

Created on 21 Jan 1992

Delivered on 29 Jan 1992

Status fully-satisfied

Persons Entitled

Stena Equipment and Aircraft Leasing Limited

Amount Secured

All monies due or to become due from, and all obligations of, the company to the chargee under the terms of a lease dated 30TH december 1991 of the bahamas flag vessel "stena fantasia"

Short Particulars

All hires freights and other monies payable to the borrowers or the company in respect of the vessel "stena fantasia" see form 395 ref M745C.

Transactions

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Subordination agreement

Created on 21 Jan 1992

Delivered on 29 Jan 1992

Status fully-satisfied

Persons Entitled

Kreditanstalt Fur Wiederaufbau

Amount Secured

All monies due or to become due from stena equipment and aircraft leasing limited to the chargee under the terms of the loan agreement dated 21ST january 1992

Short Particulars

All the companys right title and interest in and to the monies payable in respect of the vessel "stena fantasia" see form 395 ref M741C.

Transactions

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Subordination agreement

Created on 21 Jan 1992

Delivered on 29 Jan 1992

Status fully-satisfied

Persons Entitled

Stena Equipment and Aircraft Leasing Limited

Amount Secured

All monies due or to become due from, and all obligations of, the company to the chargee under the terms of a lease dated 30TH december 1991 of the bahamas flag vessel "stena fantasia"

Short Particulars

All hires freights and other monies payable to the chargee or the company in respect of the vessel "stena fantasia" see form 395 ref M743C.

Transactions

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Subordination agreement

Created on 30 Dec 1991

Delivered on 06 Jan 1992

Status fully-satisfied

Persons Entitled

Norddeutsche Landesbank Girozentrale

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a loan agreement dated 09/04/90 and an addendum thereto dated 30/12/91

Short Particulars

All right title and interest in and to all compensation or other monies payable to the company as a result of the bahamas flag vessel "stena fantasia" registered at the port of nassau bahamas with official no. 715381 and all the company's interest in all contracts and policies of insurance (for full details see form 395 tc ref: M25).

Transactions

Subordination agreement

Created on 30 Dec 1991

Delivered on 06 Jan 1992

Status fully-satisfied

Persons Entitled

Kreditanstalt Fur Wiederaufbau

Amount Secured

All monies due or to become due from the company to the chargee under the terms of a loan agreement dated 09/04/90 and an addendum thereto dated 30/12/91

Short Particulars

All right title and interest in and to all compensation or other monies payable to the company as a result of the bahamas flag vessel "stena fantasia" registered at the port of nassau bahamas with official no. 715381 and all the company's interest in all contracts and policies of insurance (for full details see form 395 tc ref: M24).

Transactions

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2ND priority statutory mortgage

Created on 09 Dec 1991

Delivered on 11 Dec 1991

Status fully-satisfied

Persons Entitled

Norddeutsche Landesbank Girozentrale

Amount Secured

All monies due or to become due from the company to the chargee on account current under the terms of the loan agreement and the deed of covenants both dated 09/12/91

Short Particulars

64/64TH shares in the bahamian flag ship "stena fantasia" official no. 715381 and in her boats, guns, ammunition, small arms and apputenances.

Transactions

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Deed of covenants

Created on 09 Dec 1991

Delivered on 11 Dec 1991

Status fully-satisfied

Persons Entitled

Norddeutsche Landesbank Girozentrale

Amount Secured

All monies due or to become due from the company to the chargee on account current under the terms of the loan agreement dated 09/12/91

Short Particulars

The chargor's bahamanian flag vessel "stena fantasia" official no. 715381 and all shares therein.

Transactions

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Deed of assignment

Created on 09 Dec 1991

Delivered on 11 Dec 1991

Status fully-satisfied

Persons Entitled

Norddeutsche Landesbank Girozentrale

Amount Secured

£6,000,000 due from the company to the chargee under the terms of the loan agreement or the security documents (as defined in the deed)

Short Particulars

All the chargor's right title and interest in and to all insurances taken out or entered into in respect of or in connection with the bahamian flag vessel "stena fantasia" and all hires, freights and other monies payable to the chargor in respect of the vessel. (For full details see doc. Tc ref: M75).

Transactions

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Deed of covenants

Created on 09 Apr 1990

Delivered on 19 Apr 1990

Status fully-satisfied

Persons Entitled

Kreditanstaff Fur Wiederanfbau

Amount Secured

$66,077,078 and all other moneys due or to become due from the company to the chargee pursuant to the loan agreement d/d 9/4/1990 and/or the security documents as defined therein

Short Particulars

All 64/64TH shares in the motor vessel "fantasia" official number 715381 and the engines, machinery, boats, tackle, outfits, spare gear, fuel, consumable and other stores (see form 395 for full details).

Transactions

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Loan agreement

Created on 09 Apr 1990

Delivered on 19 Apr 1990

Status fully-satisfied

Persons Entitled

Kreditanstaff Fur Wiederanfbau

Amount Secured

$66,077,078 and all other moneys due or to become due from the company to the chargee pursuant to the loan agreement and/or the security documents as therein defined.

Short Particulars

Any credit balance from time to time standing upon any account to the company (see form 395 for details).

Transactions

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Deed of assignment

Created on 09 Apr 1990

Delivered on 19 Apr 1990

Status fully-satisfied

Persons Entitled

Kreditanstaff Fur Wiederaufbau

Amount Secured

$66,077.078 pursuant to the terms of the loan agreement d/d 9/4/90 and/or the security documents as defined therein.

Short Particulars

The insurance, the earnings and the reqiusition compensation as defined in the loan agreement.

Transactions

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