Stena Line Limited

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THE AGGREGATE PRINCIPAL AMOUNT ADVANCED AND OUTSTANDING OF TWO CREDIT FACILITIES THE FIRST BEING A PRE-DELIVERY FACILITY IN AN AMOUNT OF UP TO $88,650,000 AND T HE SECOND BEING A POST DELIVERY FACILITY IN AN AMOUNT OF UP TO $38,000,000 DUE T O THE CHASE MANHATTAN BANK, NORDBANKEN A B (PUBL) AND LANDESBANK SCHLESWIG-HOLSTE IN GIROZENTRALE (TOGETHER THE BANKS) UND ER A FACILITY AGREEMENT DATED 2 DECEMBER 1999 TOGETHER WITH INTEREST THEREON AND ALL OTHER SUMS OF ANY KIND ARISING AT A NY TIME FOR ANY REASON PAYABLE ACTUALLY OR CONTINGENTLY UNDER THE AGREEMENT OR A NY OTHER OF THE SECURITY DOCUMENTS (AS D EFINED THEREIN)

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THE OUSTANDING INDEBTEDNESS DUE OR TO BE COME DUE FROM THE COMPANY TO THE CHARGEE S BEING THE AGGREGATE OF THE LOAN (AS DE FINED) ALL INTEREST ACCRUED AND ACCRUING THEREON,THE EXPENSES (AS DEFINED) AND A LL OTHER MONIES FROM TIME TO TIME OWING TO THE CHARGEES UNDER OR PURSUANT TO THE SECURITY DOCUMENTS (AS DEFINED) OR ANY OF THEM

THE OUSTANDING INDEBTEDNESS DUE OR TO BE COME DUE FROM THE COMPANY TO THE CHARGEE S BEING THE AGGREGATE OF THE LOAN (AS DE FINED) ALL INTEREST ACCRUED AND ACCRUING THEREON,THE EXPENSES (AS DEFINED) AND A LL OTHER MONIES FROM TIME TO TIME OWING TO THE CHARGEES UNDER OR PURSUANT TO THE SECURITY DOCUMENTS (AS DEFINED) OR ANY OF THEM

THE OUSTANDING INDEBTEDNESS DUE OR TO BE COME DUE FROM THE COMPANY TO THE CHARGEE S BEING THE AGGREGATE OF THE LOAN (AS DE FINED) ALL INTEREST ACCRUED AND ACCRUING THEREON,THE EXPENSES (AS DEFINED) AND A LL OTHER MONIES FROM TIME TO TIME OWING TO THE CHARGEES UNDER OR PURSUANT TO THE SECURITY DOCUMENTS (AS DEFINED) OR ANY OF THEM

THE PRINCIPAL SUM OF NOT LESS THAN ONE H UNDRED AND TWENTY FIVE MILLION SWEDISH K RONER (SEK125,000,000), INTEREST THEREON AND ALL OTHER MONIES WHATSOEVER NOW OR AT ANY TIME OWED TO THE CHARGEE BY:- (A) STENA LINE TREASURY AB ("THE BORROWER") UNDER A LOAN AGREEMENT DATED 31 JANUARY 1995 MADE BETWEEN THE CHARGEE AND THE B ORROWER; AND (B) STENA LINE SHIPS BV ("T HE OWNER") UNDER A FIRST BRITISH STATUAT ORY MORTGAGE DATED 29 APRIL 1997 EXECUTE D BY THE OWNER IN FAVOUR OF THE CHARGEE IN RESPECT OF THE VESSEL (AS HEREINAFTER DEFINED) AND A DEED OF COVENANTS COLLAT ERAL TO THE MORTGAGE DATED 29 APRIL 1997 MADE BETWEEN THE CHARGEE AND THE OWNER

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THE OUTSTANDING INDEBTEDNESS BEING THE A GGREGATE OF ALL CHARTERHIRE ALL INTEREST ACCRUED AND ACCRUING THEREON AND ALL OT HER MONIES FROM TIME TO TIME OWING BY TH E COMPANY TO THE CHARGEE,WHETHER ACTUALL Y OR CONTINGENTLY UNDER OR PURSUANT TO A NY OF THE SLL CHARTER DOCUMENTS (AS DEFI NED) INCLUDING ALL CLAIMS FOR DAMAGES IN RESPECT OF ANY BREACH BY THE COMPANY OF ANY PROVISION OF THE SLL CHARTER (AS DE FINED)

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THE OUTSTANDING INDEBTEDNESS (AS DEFINED IN THE ASSIGNMENT) BEING THE AGGREGATE OF ALL CHARTERHIRE, ALL INTEREST ACCRUED AND ACCRUING THEREON AND ALL OTHER MONE YS FROM TIME TO TIME OWING BY THE COMPAN Y TO THE CHARGEE UNDER OR PURSUANT TO TH E SLL CHARTER DOCUMENTS (AS DEFINED) INC LUDING ALL CLAIMS FOR DAMAGES IN RESPECT OF ANY BREACH BY THE COMPANY OF ANY PRO VISIONS OF THE SLL CHARTER (AS DEFINED)

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£4,588,000 (BEING THE OUTSTANDING BALANC E OF £6,000,000) AND ALL OTHER SUMS DUE FROM FEDELM EQUIPMENT & AIRCRAFT LEASING LIMITED TO THE CHARGEE PURSUANT TO A NO VATION AGREEMENT DATED 19TH MAY 1994 AND THE SECURITY DOCUMENTS (AS DEFINED)

£22,889,609.88 8BEING THE OUTSTANDING BA LANCE OF £32,426,959.88) AND ALL OTHER S UMS DUE FROM FEDELM EQUIPMENT & AIRCRAFT LEASING LIMITED TO THE CHARGEE PURSUANT TO A NOVATION AGREEMENT DATED 19TH MAY 1994 AND THE SECURITY DOCUMENTS (AS DEFI NED)

£10,000,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM STENA FANTASIA LIMITE D TO THE CHARGEE PURSUANT TO THE CREDIT AGREEMENT DATED 19TH MAY 1994 OR ANY OF THE OTHER SECURITY DOCUMENTS (AS DEFINED )

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£10,000,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM STENA FANTASIA LIMITE D TO THE CHARGEE PURSUANT TO THE LOAN AG REEMENT DATED 19TH MAY 1994 (AS DEFINED)

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$12,500,000 AND ALL OTHER MONIES (OR THE EQUIVALENT IN OTHER CURRENCIES) DUE OR TO BECOME DUE FROM THE COMPANY AND/OR AL L OR ANY OF THE OTHER COMPANIES NAMED TH EREIN TO THE CHARGEE UNDER THE TERMS OF A LOAN AGREEMENT DATED 9TH MARCH 1993 AN D THIS CHARGE

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GBP 100,000,000 OR ITS EQUIVALENT IN US$ AND OTHER MONIES DUE FROM THE COMPANY A ND/OR ALL OR ANY OF THE OTHER COMPANIES NAMED THEREIN TO THE CHARGEE UNDER THE T ERMS OF A SECURED TERM LOAN FACILITY AGR EEMENT DATED 09/04/90, AS VARIED AND SUP PLEMENTED ON 06/07/90, 30/11/90 AND 04/1 2/91 AND THE SECURITY DOCUMENTS AS DEFIN ED THEREIN

GBP 100,000,000 OR ITS EQUIVALENT IN US$ AND ALL OTHER MONIES FROM THE COMPANY AND/OR ALL OR ANY OF THE OTHER COMPANIES NAMED THERIN TO THE CHARGEE UNDER THE T ERMS OF A SECURED TERM LOAN FACILITY AGR EEMENT DATED 09/04/90 AS VARIED AND SUPP LEMENTED ON 06/07/90 30/11/90 AND 04/12/ 91 AND THE SECURITY DOCUMENTS AS DEFINED THEREIN

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£633,953.68 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY AND/OR AL L OR ANY OF THE OTHER COMPANIES NAMED TH EREIN TO BARCLAYS BANK PLC AS ARRANGER A GENT AND DEPOSIT BANK UNDER A SECURED TE RM LOAN FACILITY DATED 9/4/90 AND UNDER A LOAN FACILITY AGREEMENT DATED 9/4/90 A S AMENDED AND SUPPLEMENTED ON 6/7/90, 11 /11/90 AND 4/12/91

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£10,000,000 AND ALL OTHER MONEYS DUE OR TO BECOME DUE FROM THE COMPANY AND/OR AL L OR ANY OF THE OTHER COMPANIES NAMED TH EREIN TO THE CHARGEES PURSUANT TO THE FACILITY AGREEMENT DATED 5TH DECEMBER 1991 AND THE OTHER SECURITY DOCUMENTS A S DEFINED

£10,000,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY AND/OR AL L OR ANY OF THE OTHER COMPANIES NAMED TH EREIN TO THE CHARGEES UNDER A FACILITY A GREEMENT DATED 5TH DECEMBER 1991 AND THE OTHER SECURITY DOCUMENTS AS DEFINED

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THE PRINCIPAL SUMS OF SWEDISH KRONER 125 ,000,000 INTEREST THEREON AND ANY OTHER SUMS WHATSOEVER OWED TO THE CHARGEE UNDE R A LOAN AGREEMENT DATED 29TH NOVEMBER 1 991

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THE PRINCIPAL SUM OF SWEDISH KRONER 125, 000,000 INTEREST THEREON AND ANY OTHER S UMS WHATSOEVER OWED TO THE CHARGEE UNDER A LOAN AGREEMENT DATED 29TH NOVEMBER 19 91

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£821,801 AND ALL OTHER MONIES DUE OR OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER OR IN RESPECT OF 'THE OUT STANDING INDEBTEDNESS' (AS DEFINED IN TH E TERMS OF THE CHARGE)

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£814,089 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CH ARGEE UNDER OR IN RESPECT OF 'THE OUTSTA NDING INDEBTEDNESS' (AS DEFINED IN THE T ERMS OF THE CHARGE)

£4,200,000 AND ALL OTHER MONIES DUE O R TO BECOME DUE FROM THE COMPANY AND/OR NWS 3 LIMITED TO THE CHARGEE UNDER THE T ERMS OF A FINANCIAL AGREEMENT DATED 31.1 .868 THE MORTGAGE & THIS DEED BOTH OF EV EN DATE (EACH AS MAY FROM TIME TO TIME B E AMENDED)

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