Vsoe Holdings Limited

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MONIES DUE OR TO BECOME DUE FROM THE COM PANY TO THE MORTGAGEE OR THE BANKS UNDER THE TERMS OF A LOAN AGREEMENT DATED 22/ 2/80 AND THE SECURITY DOCUMENTS DEFINED THEREIN

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£9,300,000 FROM THE COMPANY AND/OR SE A CONTAINERS CHARTERING LIMITED TO THE C HARGEE UNDER THE TERMS OF THE SECURITY D OCUMENTS (AS DEFINED IN THE LOAN AGREEME NTS)

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FOR SECURING THE OUTSTANDING INDEBTEDNES S AS DEFINED IN THE DEEDS OF COVENANT IS SUED OR TO BE ISSUED BY THE COMPANY AND SEA CONTAINERS CHARTERING LTD (SCCL) TO THE INTENT THAT AMOUNTS OWING WHETHER BY THE COMPANY OR SCCL TO THE MORTGAGEES I N RESPECT OF ANY ONE SUCH CONTAINER VESS EL SHALL BE DEEMED TO BE PART OF THE OUS TANDING INDEBTEDNESS SECURED ON ANY OTHE R SUCH CONTAINER VESSEL WHETHER IN EACH CASE SUCH VESSEL IS OWNED BY THE COMPANY OR SCCL AND WHATEVER THE DATE IF ITS AC QUISITION OF THE COMPANY OR SCCL.

WHICH AMENDS THE TERMS OF A DEED OF COVE NANT DATED 8/6/70

WHICH AMENDS THE TERMS OF DEED OF COVENA NT DATED 11/1/71

WHICH AMENDS THE TERMS OF DEED OF COVENA NT DATED 11/11/70

AMENDING THE TERMS OF A DEED OF A DEED O F COVENANT DATED 15/6/70

WHICH AMENDS THE TERMS OF A DEED OF COVE NANT DATED 24/8/70

WHICH AMENDS THE TERMS OF A DEED OF COVE NANT DATED 11/11/70

WHICH AMENDS THE TERMS OF A DEED OF COVE NANT DATED 11/1/71

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BY WAY OF AN ADDENDUM WHICH AMENDS THE T ERMS OF A DEED OF COVENANT DATED 11TH NO VEMBER 1970

FOR FURTHER SECURING 3,070,000 DUTCH GUI LDERS AND ALL OTHER MONIES DUE ON AN ACC OUNT CURRENT FROM THE COMPANY TO THE CHA RGEE SECURED BY A MORTGAGE DATED AATH JA N 1971.

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U.S. $1,500,000

U.S. $486,000

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FOR SECURING THE SECONDARY LIABILITY OF THE COMPANY AS DRAWER OF CERTAIN BILLS O F EXCHANGE WITH AN AGGREGATE FACE VALUE OF £130,000

FOR SECURING THE SECONDARY LIABILITY OF THE COMPANY AS DRAWER OF CERTAIN BILLS O F EXCHANGE WITH AN AGGREGATE FACE VALUE OF 400,000

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WHICH AMENDS TERMS OF DEED OF COVENANT D ATED 30TH DECEMBER 1969.

BY WAY OF AN ADDENDUM WHICH AMENDS THE T ERMS OF A DEED OF COVENANT DATED 30/12/6 9.

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FOR FURTHER SECURING 1,020,000 DUTCH GUI LDERS & ALL OTHER MONIES DUE OR TO BECOM E DUE FROM THE COMPANY TO THE CHARGEE SE CURED BY A MORTGAGE DATED 30TH DECEMBER 1969

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FOR FURTHER SECURING DUTCH GUILDERS 3,40 0,000 AND ALL OTHER MONIES DUE ON AN ACC OUNT CURRENT FROM THE COMPANY TO THE CHA RGEE SECURED BY A MORTGAGE DATED 30/12/6 9

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