James Fisher Everard Limited

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GBP9,212,500 AND ALL OTHER MONIES DUE OR TO BECOME D UEUNDER THE TERMS OF THE AFOREMENTIONED INSTRUMENT CREATING OR EVIDENCING THE CH ARGE

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THE AGGREGATE PRINCIPAL AMOUNT OF GBP 24 ,000,000 AND GBP 7,500,000 DUE OR TO BEC OME DUE FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF THE AFOREMENTIONED I NSTRUMENT CREATING OR EVIDENCING THE CHA RGE

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AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000.00 DUE FROM THE BORROWER (JAMES FI SHER (LOGISTICS) LIMITED) UNDER A LOAN F ACILITY AGREEMENT DATED 29 SEPTEMBER 200 0 AND MADE BETWEEN THE BORROWER AND THE BANK (HSBC BANK PLC) (THE "LOAN AGREEMEN T") AND ALL OTHER SUMS WHICH FROM TIME T O TIME MAY BE PAYABLE BY THE BORROWER TO THE BANK PURSUANT TO THE SECURITY DOCUM ENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

AN AGGREGATE AMOUNT NOT EXCEEDING £16,20 0,000 DUE TO THE CHARGEE UNDER A LOAN FA CILITY AGREEMENT DATED 29TH SEPTEMBER 20 00 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM JAMES FISHER (LOGISTICS) LIMIT ED (THE BORROWER) TO THE CHARGEE PURSUAN T TO THE SECURITY DOCUMENTS (AS DEFINED)

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THE COMPANY'S OBLIGATIONS TO THE CHARGEE UNDER THE SHIPOWNER'S FORM

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IN FAVOUR OF THE CHARGEE THE COMPANY'S O BLIGATIONS UNDER THE SAID SHIPOWNER'S FO RM

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THE GUARANTEED INDEBTEDNESS BEING ALL SU MS DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER EACH OF THE GUARAN TEE AND INDEMNITY CONTAINED IN A LOAN FA CILITY AGREEMENT DATED 30TH DECEMBER 199 6 AND THE OTHER SECURITY DOCUMENTS AS DE FINED THEREIN

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$US 25,731,289,70 AND ALL OTHER MONIES D UE OR TO BECOME DUE FROM THE COMPANY AND OR ROWBOTHAM HOLDINGS LIMITED TO THE CHA RGEES UNDER THE TERMS OF THE AMENDED AND RESTATED LOAN AGREEMENT (AS DEFINED)

$US 25,731,389.70 AND ALL OTHER MONIES D UE OR TO BECOME DUE FROM THE COMPANY AND OR ROWBOTHAM HOLDINGS LIMITED TO THE CHA RGEES UNDER THE TERMS OF THE AMENDED AND RESTATED LOAN AGREEMENT (AS DEFINED)

$US 25,731,289,70 AND ALL OTHER MONIES D UE OR TO BECOME DUE FROM THE COMPANY AND OR ROWBOTHAM HOLDINGS LIMITED TO THE CHA RGEES UNDER THE TERMS OF THE AMENDED AND RESTATED LOAN AGREEMENT (AS DEFINED)

U.S.$25,731,289.70 AND ALL OTHER MONEYS FROM THE COMPANY TO THE CHARGEES UNDER T HE TERMS OF THE AMENDED AND REINSTATED L OAN AGREEMENT DATED 23 FEBRUARY 1990 AND ANY OTHER "SECURITY DOCUMENT" (AS DEFINE D")

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THE AGGREGATE OF THE LOAN DUE FROM THE C OMPANY TO BARCLAYS BANK PLC (AGENT) AND THE BANK OF NOVA SCOTIA SUPPLEMENTAL TO A SECOND PRIORITY STATUTORY MORTGAGE OF EVEN DATE AND ALL OTHER SUMS OF MONEY O WING TO THE AGENT OR THE BANKS UNDER THE TERMS OF THE SECURITY DOCUMENTS (AS DEF INED) AND OR THE COLLATERAL CONTRACTS OR ANY OF THEM.

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THE OUTSTANDING INDEBTEDNESS (AS DEFINED ) AND ALL OTHER SUMS OF MONEY DUE FROM T HE COMPANY TO THE CHARGEE SUPPLEMENTAL T O A SECOND PRIORITY STATUTORY MORTGAGE D ATED 1.10.91 AND PURSUANT TO THE SECURIT Y DOCUMENTS (BEING THE LOAN AGREEMENT DA TED 2.9.91 AND ANY OTHER SUCH DOCUMENTS) (AS DEFINED)

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THE OUTSTANDING INDEBTEDNESS (AS DEFINED ) AND ALL OTHER SUMS OF MONEY DUE FROM T HE COMPANY TO THE CHARGEE PURSUANT TO TH E SECURITY DOCUMENTS (BEING THE LOAN AGR EEMENT DATED 2.9.91 AND ANY OTHER SUCH D OCUMENTS) (AS DEFINED)

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THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF ETC

THE AGGREGATE OF $35,700,000 AND £1,500,00 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF ETC

THE AGGREGATE OF $35,700,00 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF ETC

THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF BERGE N ETC

THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF ETC

THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF ETC

THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO CHRISTIANIA BANK ETC. UNDER THE TERMS OF THIS DEED.

THE AGGREGATE OF $35,700,000 AND £1,500,00 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE DETS UNDER THE TERMS OF THIS DE ED.

THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO CHRISTIANIAN BANK OG ETC

THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF, UNDER THE TERMS OF THIS DEED

THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF, UNDE R THE TERMS OF THIS DEED

THE AGGREGATE OF $35,700,000 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE ACTING FOR ITSELF UNDER THE TERMS OF THIS DEED.

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THE AGGREGATE OF $35,700,000 AND £1,500, 000 AND ALL OTHER MONIES DUE FROM THE CO MPANY TO THE CHARGEE UNDER THE TERMS OF THIS DEED

THE AGGREGATE OF $35,700,000 AND £1,500, 000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO CHRISTIANIA BANK OG KRDITKASSE ACTI NG FOR ITSELF, BERGEN BANK AND SCANDINAV IAN BANK GROUP PLC UNDER THER TERMS OF THIS DEED

FOR SECURING THE AGGREGATE OF $35,700,00 0 AND £1,500,000 AND ALL OTHER MONIES DU E FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF THIS DEED

FOR SECURING THE AGGREGATE OF $35,700,00 0 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO CHRISTIANIA BANK OG KREDITKASSE ACT ING FOR ITSELF, BERGEN BANK A/S AND SCAN DINAVIAN BANK GROUP PLC UNDER THE TERMS OF THIS DEED

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FOR SECURING THE AGGREGATE OF $34,700,00 0 AND £1,500,000 AND ALL OTHER MONEYS DU E FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF THIS ASSIGNMENT

FOR SECURING THE AGGREGATE OF $35,700,00 AND £1,500,000 AND ALL OTHER MONEYS DUE FROM THE COMPAN Y TO THE CHARGEE UNDER THE TERMS OF THIS ASSIGNMENT

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ALL MONIYS DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE ON AN ACCOUNT CU RRENT UNDER THE TERMS OF AN OVERDRAFT FA CILTY AGREEMENT D/D 22/07/85 AND DEED OF COVERNANT OF EVEN DATE.

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NO AMOUNT SECURED

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£4.620,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE ON AN ACCOUNT CURRENT SECURED BY A MORTGAG E DATED 14 FEB 83 UNDER THE TERMS OF A F INANCIAL AGREEMENT DATED 17 NOV 1981.

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£1,470,080 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARGEE ON AN ACCOUNT CURRENT SECURED BY A MORTGAGE OF EVEN DATE UNDER THE TERMS OF A FINANCIAL AGREEMENT DATED 20 AUGUS T 1981.

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£3,860,000 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY TO THE CHARGEE

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£1,470,080 & ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE CO. TO THE CHARGE E.

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FOR FURTHER SECURING £2,602,617 AND A LL OTHER MONIES DUE OR BECOME DUE FROM T HE COMPANY TO THE CHARGE ON AN ACCOUNT C URRENT SECURED BY A MORTGAGE D/D 14.10.8 0. UNDER THE TERMS OF A FINANCIAL AGREEM ENT D/D 21.8.79

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FOR SECURING £1,300,000 AND ALL OTHER MO NIES DUE OR TO BECOME DUE FROM THE COMPA NY TO THE CHARGEE UNDER THE TERMS OF A F INANCIAL AGREEMENT DATED 7TH SEPTEMBER 1 973 AND OF A SUPPLEMENTAL AGREEMENT DATE D 22ND NOVEMBER 1974

£820,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARG EE PURSUANT TO THE TERMS OF A FINANCIAL AGREEMENT DATED 16TH JUNE 1972 (AS AMEND ED BY AN AGREEMENT DATED 29TH DECEMBER 1 972) AND SECURED BY A CHARGE DATED 13TH AUGUST 1973

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