V.ships London Limited

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THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES BY THE ASSIGNEE UNDER PORTION A NOT EXCEEDING IN AGGREG ATE USD 16.900,000.00 AND PORTION B NOT EXCEEDING IN AGGREGATE USD 4,000,000.00, OR AS THE CASE MAY BE,THE AMOUNT THEREOF FROM TIME TO TIME ADVANCED AND OUTSTAND ING AS SET OUT IN A LOAN FACILITY AGREEM ENT DATED 19 JULY 2001 (THE "LOAN AGREEM ENT") AND ALL OTHER MONIES WHATSOEVER DU E OR TO BECOME DUE UNDER THE LOAN AGREEM ENT AND THE SECURITY DOCUMENTS (AS DEFIN ED)

THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES MADE BY THE ASS IGNEE TO THE COMPANY UNDER PORTION A NOT EXCEEDING IN AGGREGATE USD 16,500,000.0 0 AND PORTION B NOT EXCEEDING IN AGGREGA TE USD 4,000,000.00 OR AS THE CASE MAY B E,THE AMOUNT THEREOF FROM TIME TO TIME A DVANCED AND OUTSTANDING AS SET OUT IN A LOAN FACILITY AGREEMENT DATED 25 SEPTEMB ER 2001 (THE "LOAN AGREEMENT"),AS DEFINE D,TOGETHER WITH ALL OTHER MONIES OF WHAT SOEVER NATURE DUE OR TO BECOME DUE UNDER THE LOAN AGREEMENT AND THE SECURITY DOC UMENTS (AS DEFINED)

THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES MADE BY THE ASS IGNEE TO THE COMPANY UNDER PORTION A NOT EXCEEDING IN AGGREGATE USD 16,500,000.0 0 AND PORTION B NOT EXCEEDING IN AGGREGA TE USD 4,000,000.00 OR AS THE CASE MAY B E,THE AMOUNT THEREOF FROM TIME TO TIME A DVANCED AND OUTSTANDING AS SET OUT IN A LOAN FACILITY AGREEMENT DATED 25 SEPTEMB ER 2001 (THE "LOAN AGREEMENT"),AS DEFINE D,TOGETHER WITH ALL OTHER MONIES OF WHAT SOEVER NATURE DUE OR TO BECOME DUE UNDER THE LOAN AGREEMENT AND THE SECURITY DOC UMENTS (AS DEFINED)

THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES MADE BY THE ASS IGNEE TO THE COMPANY UNDER PORTION A NOT EXCEEDING IN AGGREGATE USD 16,500,000.0 0 AND PORTION B NOT EXCEEDING IN AGGREGA TE USD 4,000,000.00 OR AS THE CASE MAY B E,THE AMOUNT THEREOF FROM TIME TO TIME A DVANCED AND OUTSTANDING AS SET OUT IN A LOAN FACILITY AGREEMENT DATED 25 SEPTEMB ER 2001 (THE "LOAN AGREEMENT"),AS DEFINE D,TOGETHER WITH ALL OTHER MONIES OF WHAT SOEVER NATURE DUE OR TO BECOME DUE UNDER THE LOAN AGREEMENT AND THE SECURITY DOC UMENTS (AS DEFINED)

THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES MADE BY THE ASS IGNEE TO THE COMPANY UNDER PORTION A NOT EXCEEDING IN AGGREGATE USD 16,500,000.0 0 AND PORTION B NOT EXCEEDING IN AGGREGA TE USD 4,000,000.00 OR AS THE CASE MAY B E,THE AMOUNT THEREOF FROM TIME TO TIME A DVANCED AND OUTSTANDING AS SET OUT IN A LOAN FACILITY AGREEMENT DATED 25 SEPTEMB ER 2001 (THE "LOAN AGREEMENT"),AS DEFINE D,TOGETHER WITH ALL OTHER MONIES OF WHAT SOEVER NATURE DUE OR TO BECOME DUE UNDER THE LOAN AGREEMENT AND THE SECURITY DOC UMENTS (AS DEFINED)

THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES MADE BY THE ASS IGNEE TO THE COMPANY UNDER PORTION A NOT EXCEEDING IN AGGREGATE USD 16,500,000.0 0 AND PORTION B NOT EXCEEDING IN AGGREGA TE USD 4,000,000.00 OR AS THE CASE MAY B E,THE AMOUNT THEREOF FROM TIME TO TIME A DVANCED AND OUTSTANDING AS SET OUT IN A LOAN FACILITY AGREEMENT DATED 25 SEPTEMB ER 2001 (THE "LOAN AGREEMENT"),AS DEFINE D,TOGETHER WITH ALL OTHER MONIES OF WHAT SOEVER NATURE DUE OR TO BECOME DUE UNDER THE LOAN AGREEMENT AND THE SECURITY DOC UMENTS (AS DEFINED)

THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES MADE BY THE ASS IGNEE TO THE COMPANY UNDER PORTION A NOT EXCEEDING IN AGGREGATE USD 16,500,000.0 0 AND PORTION B NOT EXCEEDING IN AGGREGA TE USD 4,000,000.00 OR AS THE CASE MAY B E,THE AMOUNT THEREOF FROM TIME TO TIME A DVANCED AND OUTSTANDING AS SET OUT IN A LOAN FACILITY AGREEMENT DATED 25 SEPTEMB ER 2001 (THE "LOAN AGREEMENT"),AS DEFINE D,TOGETHER WITH ALL OTHER MONIES OF WHAT SOEVER NATURE DUE OR TO BECOME DUE UNDER THE LOAN AGREEMENT AND THE SECURITY DOC UMENTS (AS DEFINED)

THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES MADE BY THE ASS IGNEE TO THE COMPANY UNDER PORTION A NOT EXCEEDING IN AGGREGATE USD 16,500,000.0 0 AND PORTION B NOT EXCEEDING IN AGGREGA TE USD 4,000,000.00 OR AS THE CASE MAY B E,THE AMOUNT THEREOF FROM TIME TO TIME A DVANCED AND OUTSTANDING AS SET OUT IN A LOAN FACILITY AGREEMENT DATED 25 SEPTEMB ER 2001 (THE "LOAN AGREEMENT"),AS DEFINE D,TOGETHER WITH ALL OTHER MONIES OF WHAT SOEVER NATURE DUE OR TO BECOME DUE UNDER THE LOAN AGREEMENT AND THE SECURITY DOC UMENTS (AS DEFINED)

THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL ADVANCES MADE BY THE ASS IGNEE UNDER PORTION A NOT EXCEEDING IN A GGREGATE USD 16,500,000 AND PORTION B NO T EXCEEDING IN AGGREGATE USD 4,000,000 O R AS THE CASE MAY BE THE AMOUNT THEREOF FROM TIME TO TIME ADVANCED AND OUTSTANDI NG AS SET OUT IN A LOAN FACILITY AGREEME NT DATED 17 AUGUST 2001 (THE "LOAN AGREE MENT") ENTERED INTO BETWEEN (1) THE ASSI GNEE AS LENDER (2) OXFORDSHIRE INC ("THE COMPANY") AS BORROWER (THE "LOAN") TOGE THER WITH ACCRUED INTEREST THEREON AND A LL OTHER MONIES OF WHATSOEVER NATURE DUE OR TO BECOME DUE UNDER THE LOAN AGREEME NT AND THE SECURITY DOCUMENTS (AS HEREAF TER DEFINED)

ANY DEBT OR LIABILITIES OF ANY KIND, WHE THER PRESENT, FUTURE, ACTUAL OR CONTINGE NT, WHICH THE COMPANY NOW OR AT ANY LATE R TIME HAS UNDER, BY VIRTUE OF, OR IN CO NNECTION WITH, THE LOAN AGREEMENT OR ANY FINANCE DOCUMENT TO THE CHARGEE ANY MON EYS EXPENDED BY THE SECURITY TRUSTEE IN ACCORDANCE WITH CLAUSE 6.7. (ALL TERMS A S DEFINED)

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ALL MONIED DUE OR TO BECOME DUE UNDER TH E TERMS OF THE CHARGE.

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