Exhibit 4.15

TERM LOAN AND REVOLVING CREDIT FACILITY AGREEMENT
PROVIDING FOR
US$150,000,000
SENIOR SECURED CREDIT FACILITIES

STOLTHAVEN HOUSTON INC.
and
STOLTHAVEN NEW ORLEANS LLC,
as Borrowers,

DNB NOR BANK ASA,
acting through its New York Branch, as
Administrative Agent and Collateral Agent,

the Banks and Financial Institutions
identified on Schedule 1, as Lenders,

and

▇▇▇▇▇-▇▇▇▇▇▇▇ S.A.
and
▇▇▇▇▇-▇▇▇▇▇▇▇ TRANSPORTATION GROUP LTD.
as Joint and Several Guarantors

as of August 13, 2004

CONTENTS

i

ii

iii

iv

v

vi

TERM LOAN AND REVOLVING CREDIT FACILITY AGREEMENT

THIS TERM LOAN AND REVOLVING CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of the 13^th day of August, 2004, by and among (1) STOLTHAVEN HOUSTON INC., a corporation incorporated under the laws of the State of Texas (“Stolthaven Houston”) and STOLTHAVEN NEW ORLEANS LLC, a limited liability company organized under the laws of the State of Louisiana (“Stolthaven New Orleans”), as joint and several borrowers (collectively, the “Borrowers” and each a “Borrower”), (2) the banks and financial institutions listed on Schedule 1, as lenders (together with any bank or financial institution which becomes a Lender pursuant to Section 10, the “Lenders”), and (3)  DNB NOR BANK ASA, acting through its New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agents” and each an “Agent”) and as arranger for the Lenders.

WITNESSETH THAT:

WHEREAS, at the request of the Borrowers, each of the Agents has agreed to serve in its respective capacity under the terms of this Agreement and the Lenders have agreed to provide to the Borrowers a secured term loan in the amount of up to One Hundred Fifty Million Dollars (US$150,000,000) (the “Term Loan”) and a secured revolving credit facility in the amount of up to Twenty Million Dollars (US$20,000,000) (the “Revolver” and together with the Term Loan, the “Credit Facilities”), which Credit Facilities shall not in the aggregate exceed US$150,000,000 in principal amount outstanding at any given time.

NOW, THEREFORE, in consideration of the premises set forth above, the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as set forth below:

1.             DEFINITIONS

1.1           Definitions. Capitalized terms used as defined terms but not otherwise defined in this Agreement shall have the meaning attributed to them in Appendix A hereto.

1.2           Computation of Time Periods; Other Definitional Provisions. In this Agreement, the Notes and the Security Documents, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; words importing either gender include the other gender; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Agreement, the Notes or such Security Document, as applicable; references to agreements and other contractual instruments (including this Agreement, the Notes and the Security Documents) shall be deemed to include all subsequent amendments, amendments and restatements, supplements, extensions, replacements and other modifications to such instruments (without, however, limiting any prohibition on any

such amendments, extensions and other modifications by the terms of this Agreement, the Notes or any Security Document); references to any matter that is “approved” or requires “approval” of a party shall mean approval given in the sole and absolute discretion of such party unless otherwise specified.

1.3           Accounting Terms. Unless otherwise specified herein, all accounting terms used in this Agreement, the Notes and in the Security Documents shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to any Agent or to the Lenders under this Agreement shall be prepared, in accordance with GAAP.

1.4           Certain Matters Regarding Materiality. To the extent that any representation, warranty, covenant or other undertaking of any Security Party in this Agreement is qualified by reference to those which are not reasonably expected to result in a “Material Adverse Effect” or language of similar import, no inference shall be drawn therefrom that any Agent or Lender has knowledge or approves of any noncompliance by any Security Party with any governmental rule.

1.5           Forms of Documents. Except as otherwise expressly provided in this Agreement, references to documents or certificates “substantially in the form” of Exhibits to another document shall mean that such documents or certificates are duly completed in the form of the related Exhibits with substantive changes subject to the provisions of Section 17.6 of this Agreement, as the case may be, or the correlative provisions of the Security Documents.

2.             REPRESENTATIONS AND WARRANTIES

2.1           Representations and Warranties. In order to induce the Agents and the Lenders to enter into this Agreement and to induce the Lenders to grant the Credit Facilities, the Borrowers hereby, jointly and severally, represent and warrant to the Agents and the Lenders (which representations and warranties shall survive the execution and delivery of this Agreement) that:

(a)  Due Organization and Power. each Security Party is duly formed and is validly existing and, to the extent that such concept exists, in good standing under the laws of its jurisdiction of incorporation or formation, has full power to carry on its business as now being conducted to own and mortgage its properties and to enter into and perform its obligations under this Agreement, the Notes and the Security Documents to which it is a party, and has complied with all statutory, regulatory and other requirements other than those that would not have a Material Adverse Effect and each Security Party is duly qualified to do business and is in good standing in its jurisdiction of formation or organization and in each other jurisdiction in which its business is being conducted, except where such failure would not have a Material Adverse Effect.

(b)  Authorization and Consents. all necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Notes and the Security Documents and, in the case of the Borrowers, to own and mortgage the Terminals and to borrow, service and repay the Credit Facilities and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Advances or any part thereof. All Governmental Action required in connection with the

2

execution and delivery of, and performance by the Security Parties of their obligations under, this Agreement, the Notes and the Security Documents has been obtained, given or made.

(c)  Binding Obligations. this Agreement, the Notes and the Security Documents constitute or will, when executed and delivered, constitute the legal, valid and binding obligations of each Security Party as is a party thereto enforceable against such Security Party in accordance with their respective terms, except to the extent that such enforcement may be limited by equitable principles, principles of public policy or applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights.

(d)  No Violation. the execution and delivery of, and the performance of the provisions of, this Agreement, the Notes and those of the Security Documents to which it is to be a party by each Security Party do not contravene any Applicable Law existing at the date hereof or any contractual restriction binding on such Security Party or the certificate of incorporation or by-laws (or equivalent instruments) thereof and that the proceeds of the Credit Facilities shall be used by the Borrowers exclusively for their own account or for the account of a Subsidiary or Affiliate of the Borrowers; the use of the Terminals does not violate in any material manner Applicable Law, including Environmental Laws, or any Governmental Action; no notice, notification, demand, request for information, citations, summons, complaint or order has been issued or filed to or with respect to any Security Party, no penalty has been assessed on any Security Party and no investigation or review is pending or, to its best knowledge, threatened by any Governmental Authority or other Person in each case relating to the Terminals with respect to any alleged material violation or liability of any Security Party under any Environmental Law; the Security Parties are not aware of (x) any material notice, notification, demand, request for information, citations, summons, complaint or order that has been issued or filed to or with respect to any other Person, (y) any material penalty has been assessed on any other Person or (z) any investigation or review pending or threatened by any Governmental Authority or other Person relating to the Terminals with respect to any alleged material violation or liability under any Environmental Law by any other Person.

There are no present or, to any Security Party’s best knowledge, past facts, circumstances, activities, events, conditions or occurrences regarding the Terminals (including without limitation the Release or presence of Hazardous Materials) that could reasonably be anticipated to (A) form the basis of a material Claim against the Terminals, any Creditor or any Security Party, (B) cause the Terminals to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law, (C) require the filing or recording of any notice or restriction relating to the presence of Hazardous Materials in the real estate records in the county or other appropriate municipality in which a Terminal is located, or (D) prevent or interfere with the continued operation and maintenance of the Terminals as contemplated by this Agreement, the Notes and the Security Documents.

(e)  Event of Loss; Eminent Domain. since January 29, 1998, no Event of Loss has occurred; no event or condition has occurred which would, with the passage of time or the giving of notice, or both, constitute an Event of Loss; and no damage, loss, condemnation, confiscation, theft or seizure has occurred with respect to the Terminals, or any portion thereof, which would result in the potential for any other party to this Agreement, the Notes or the Security Documents to fail to consummate the transactions contemplated hereby;  there is no action pending or, to the

3

knowledge of any Security Party, threatened by any Governmental Authority or other person to initiate a taking or use of the Terminals or any part or portion thereof through condemnation, seizure, requisition of title, power of eminent domain or otherwise.

(f)  Certificates, Permits. each Borrower has obtained and is in compliance with all Governmental Actions and all certificates, licenses, and permits, required from all Governmental Authorities or from private parties, for the normal use and operation of the Terminals (including, without limitation, those required for the use, treatment, storage, transport, disposal or disposition of any Hazardous Materials on, at, under or from the Terminals) that the failure to obtain or comply with could reasonably be expected to have a Material Adverse Effect and all such certificates, licenses, permits and the like will be in full force and effect on the Closing Date.

(g)  Filings; Stamp Taxes. other than the recording of the Mortgages with the appropriate authorities in the states in which each of the Terminals is located, the filing of UCC Financing Statements in Texas and Louisiana, and the payment and filing or recording fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement, the Notes or the Security Documents that any of them or any document relating thereto be registered, filed, recorded or enrolled with any court or authority in any relevant jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to this Agreement, the Notes or any of the Security Documents.

(h)  Litigation. except as disclosed on Schedule (2), no action, suit or proceeding is pending or to the knowledge of any Security Party threatened against any Security Party or any Subsidiary or a Terminal before any court, board of arbitration or administrative agency that (i) might question the validity or enforceability of this Agreement, the Notes or the Security Documents to which any Security Party is or is to become a party or (ii) if adversely determined, could (whether individually or when aggregated with other actions, suits or proceedings) be reasonably expected to have a Material Adverse Effect; no Security Party is in default with respect to any order of any Governmental Authority.

(i)  Use of Proceeds. none of the transactions contemplated by this Agreement, the Notes or the Security Documents will result in a violation of Section 7 of the Act or any regulations issued pursuant thereto, including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II.

(j)  Title. on the Closing Date, each Borrower will have good, marketable and indefeasible title to the Terminal owned by it subject only to Permitted Liens (including the claims and easements indicated on the description thereof annexed hereto).

(k)  No Default. no Event of Default nor any event which with the lapse of time, the giving of notice or both would become an Event of Default has occurred; no Security Party is a party to any agreement or instrument or subject to any charter or other corporate restriction affecting its business, properties, financial condition, prospects or results of operations that could reasonably be expected to have a Material Adverse Effect; no Security Party is in default in, nor has any non-permanent waiver been granted to any Security Party with respect to the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in (i) any agreement to which it is a party, which default could be reasonably expected

4

to have a Material Adverse Effect or (ii) any other agreement or instrument evidencing or governing an outstanding principal amount of indebtedness equal to or in excess of One Million Dollars (US$1,000,000) for the Borrowers and Five Million Dollars (US$5,000,000) for the Guarantors.

(l)  Financial Information. on or prior to the date hereof, all financial statements, information and other data furnished by any Security Party to the Administrative Agent are complete and correct, such financial statements have been prepared in accordance with GAAP and accurately and fairly present the financial condition of the parties covered thereby as of the respective dates thereof and the results of the operations thereof for the period or respective periods covered by such financial statements, and, since the date of the financial statements most recently delivered to the Administrative Agent, there has been no Material Adverse Effect as to any of such parties and none thereof has any contingent obligations, liabilities for taxes or other outstanding financial obligations, except as disclosed in such statements, information and data

(m)  Taxes. all Federal and local income tax returns or allowable extensions therefor required to be filed by any Security Party or any of its Subsidiaries have, in fact, been filed, and all taxes which are shown to be due and payable in such returns have been paid; no material controversy in respect of additional income taxes due is pending or, to the knowledge of any Security Party threatened, which controversy if determined adversely could reasonably be expected to have a Material Adverse Effect.

(n)  ERISA. the execution and delivery of this Agreement and the consummation of the transactions hereunder will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code and no condition exists or event or transaction has occurred in connection with any ERISA Plan maintained or contributed by any Security Party or any Subsidiary or any ERISA Affiliate resulting from the failure of any thereof to comply with ERISA insofar as ERISA applies thereto which is reasonably likely to result in any Security Party or any such Subsidiary or any ERISA Affiliate incurring any liability, fine or penalty which individually or in the aggregate would have a Material Adverse Effect. Prior to the date hereof, each Security Party has delivered to the Administrative Agent a list of all the employee benefit plans to which either of the Borrowers or any Subsidiary or any ERISA Affiliate is a “party in interest” (within the meaning of Section 3(14) of ERISA) or a “disqualified person” (within the meaning of Section 4975(e)(2) of the Code);

(o)  Chief Executive Office. each Borrower’s chief executive office and chief place of business and the office in which the records relating to the earnings and other receivables of each Borrower are kept is, and will continue to be, the address set forth below each Borrowers’ signature on the signature page hereto;

(p)  Foreign Trade Control Regulations. none of the transactions contemplated herein will violate any of the provisions of the Foreign Assets Control Regulations of the United States of America (Title 31, Code of Federal Regulations, Chapter V, Part 500, as amended), any of the provisions of the Cuban Assets Control Regulations of the United States of America (Title 31, Code of Federal Regulations, Chapter V, Part 515, as amended), any of the provisions of the Libyan Assets Control Regulations of the United States of America (Title 31, Code of Federal Regulations, Chapter V, Part 550, as amended), any of the provisions of the Iranian

5

Transaction Regulations of the United States of America (Title 31, Code of Federal Regulations, Chapter V, Part 560, as amended), any of the provisions of the Iraqi Sanctions Regulations (Title 31, Code of Federal Regulations, Chapter V, Part 575, as amended), any of the provisions of the Federal Republic of Yugoslavia (Serbia and Montenegro) and Bosnia Serb-controlled areas of the Republic of Bosnia and Herzegovina Assets Control Regulations (Title 31, Code of Federal Regulations, Chapter V, Part 585 as amended) or any of the provisions of the Regulations of the United States of America Governing Transactions in Foreign Shipping of Merchandise (Title 31, Code of Federal Regulations, Chapter V, Part 505, as amended);

(q)  Equity Ownership. on the Closing Date each of the Borrowers will be wholly owned indirect subsidiaries of SNSA;

(r)  Environmental Matters and Claims.  except as heretofore disclosed in Schedule 2, no Security Party is in, or has been notified of, any violation of any Environmental Law, which could have a Material Adverse Effect;

(s)  No Proceedings to Dissolve. there are no proceedings or actions pending or contemplated by any Security Party, or, contemplated by any third party, to dissolve or terminate any Security Party;

(t)  True and Full Disclosure. no information furnished by or on behalf of any Security Party to the Administrative Agent or any Lender, or any insurer in connection with the Agreement, the Notes or any Security Document or any transaction contemplated thereby contains any untrue statement of a material fact or omits to state material fact necessary to make the statements contained herein or therein not misleading. There is no fact known to any Security Party that the respective party has not disclosed to the Administrative Agent in writing which has, or could reasonably be expected to have, a Material Adverse Effect.

(u)  Condition of Terminals. No event or condition currently exists that (i) presently materially adversely affects the operation or maintenance of either Terminal, or any part thereof, or (ii) causes any Security Party to believe that the functional ability of the either Terminal is materially less than the functional ability for which either Terminal was designed. Neither Terminal encroaches in any manner onto any adjoining land (except as permitted by express written easements). There are no material defects in either Terminal or any part thereof and all water, sewer, electric, gas, telephone and other utilities required to service neither Terminal for its intended use are available pursuant to adequate permits (including any that may be required under applicable Environmental Laws).

(v)  Intellectual Property. All third party licenses, patents, trademarks, tradenames and similar rights, if any, necessary for the operation of either Terminal, or any part thereof, by a third party are in full force and effect.

(w)  Flood Hazard Area. No portion of either Terminal is located in an area identified as a special flood hazard area by the Federal Emergency Management Agency or other applicable agency, or, if either Terminal is located in such an area, then flood insurance has been obtained for such Terminal in accordance with the Mortgage thereon and in accordance with the National Flood Insurance Act of 1968, as amended.

6

(x)  No Money Laundering. in the performance and discharge of its obligations and liabilities under and as contemplated by this Agreement, the Notes and the Security Documents, each Security Party is acting for its own account.

(y)  Corporate Benefit. the entering into by each Security Party of this Agreement, the Notes and the Security Documents to which it is a party is in its corporate interest, and such party benefits from the transactions pursuant this Agreement.

(z)  Solvency. in the case of each of the Security Parties, (a) the sum of its assets, at a fair valuation, does and will exceed its liabilities, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, (b) the present fair market salable value of its assets is not and shall not be less than the amount that will be required to pay its probable liability on its then existing debts, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, as they mature, (c) it does not and will not have unreasonably small working capital with which to continue its business and (d) it has not incurred, does not intend to incur and does not believe it will incur, debts beyond its ability to pay such debts as they mature;

(aa)  Compliance with Laws. each of the Security Parties is in compliance with all Applicable Laws, including Environmental Laws except where the failure to comply would not alone or in the aggregate result in a Material Adverse Effect; no notice, notification, demand, request for information, citations, summons, complaint or order has been issued or filed to or with respect to any Security Party with respect to a material violation of Applicable Law; no penalty has been assessed on any Security Party and no investigation or review is pending or, to their best knowledge, threatened by any Governmental Authority or other Person in each case relating to the Terminals with respect to any alleged material violation or liability of any Security Party under any Environmental Law; and

(bb)  Survival. all representations, covenants and warranties made herein and in any certificate or other document delivered pursuant hereto or in connection herewith shall survive the making of the Advances and the issuance of the Notes.

3.             THE CREDIT FACILITIES

3.1           The Credit Facilities.

(a)  Purposes. The Lenders shall make the Credit Facilities available to the Borrowers for the purposes of refinancing existing debt and for general corporate purposes;

(b)  Making of the Term Loan. Subject to the limitations set forth in Section 3.5 hereof, each of the Lenders, relying upon each of the representations and warranties set out in Section 2, hereby severally and not jointly agrees with the Borrowers that, subject to and upon the terms of this Agreement, it will, not later than 11:00 A.M. (New York City time) on the Closing Date, make its portion of the Term Loan, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address set forth on Schedule 1 or to such account of the Administrative Agent most recently designated by it for such purpose by timely notice to the Lenders. Unless the Administrative Agent determines that any applicable condition specified in Section 4.1 or 4.2 has not been satisfied, the Administrative Agent will

7

make the funds so received from the Lenders available to the Borrowers at the aforesaid address, subject to the receipt of the funds by the Administrative Agent as provided in the immediately preceding sentence, not later than 3:00 P.M. (New York City time) on the Closing Date.

(c)  Making of the Revolver Advances. Subject to the limitations set forth in Section 3.5 hereof, each of the Lenders, relying upon each of the representations and warranties set out in Section 2, hereby severally and not jointly agrees with the Borrowers that, subject to and upon the terms of this Agreement, it will, not later than 11:00 A.M. (New York City time) on each Revolver Drawdown Date, make its portion of the Revolver Advance, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address set forth on Schedule 1 or to such account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Unless the Administrative Agent determines that any applicable condition specified in Section 4.1 or 4.2 has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Borrowers at the aforesaid address, subject to the receipt of the funds by the Administrative Agent as provided in the immediately preceding sentence, not later than 3:00 P.M. (New York City time) on the Drawdown Date.

3.2           Drawdown Notice. The Borrowers shall, at least three (3) Business Days before each Drawdown Date, serve a notice (a “Drawdown Notice”), substantially in the form of Exhibit H, on the Administrative Agent, which notice shall (a) be in writing addressed to the Administrative Agent, (b) be effective on receipt by the Administrative Agent, (c) specify the amount of the Term Loan and/or the Revolver Advance to be drawn down, (d) specify the Business Day on which such Advance is to be drawn down, (e) specify the Interest Period, (f) specify the disbursement instructions and (g) be irrevocable.

3.3           Effect of Drawdown Notice. Such Drawdown Notice shall be deemed to constitute a warranty by the Borrowers (a) that the representations and warranties stated in Section 2 (updated mutatis mutandis) are true and correct on and as of the date of the Drawdown Notice and will be true and correct on and as of the relevant Drawdown Date as if made on such date, and (b) that no Event of Default nor any event which with the giving of notice or lapse of time or both would constitute an Event of Default has occurred and is continuing.

3.4           Notation of Advances on Revolver Note. Each Revolver Advance made by the Lenders to the Borrowers may be evidenced by a notation of the same made by the Administrative Agent on the grid attached to the Revolver Note, which notation, absent manifest error, shall be prima facie evidence of the amount of the relevant Revolver Advance.

3.5           Limitation on Advances. Notwithstanding anything to the contrary contained within this Agreement, the Notes or any Security Documents, at no time shall the aggregate amount of all outstanding Advances be greater than One Hundred Fifty Million Dollars (US$150,000,000.00).

3.6           Conversion of Revolver to Term Loan. On the Revolver Maturity Date, subject to the limitation contained in Section 3.5, the Term Loan shall be increased by an amount equal to the aggregate of all outstanding Advances with respect to the Revolver and the Revolver shall be cancelled. Any and all amounts of interest accrued but not yet due and payable on the Revolver

8

Maturity Date with respect to the Revolver shall be deemed payable with respect to the Term Loan as increased pursuant to this Section 3.6.

4.             CONDITIONS

4.1           Conditions Precedent. The obligation of the Lenders to make the Credit Facilities available to the Borrowers under this Agreement shall be expressly subject to the following conditions precedent:

(a)  Corporate Authority. the Administrative Agent shall have received the following documents in form and substance satisfactory to the Administrative Agent:

(i)            copies, certified as true and complete by an officer of each Security Party, of the resolutions of the board of directors and shareholders (except in the case of SNSA), or members thereof, as the case may be, evidencing approval of the Agreement, the Notes, and those Security Documents to which each Security Party is or is to be a party and authorizing an appropriate officer or officers or attorney-in-fact or attorneys-in-fact to execute the same on its behalf, or other evidence of such approvals and authorizations;

(ii)           copies, certified as true and complete by an officer of each Security Party, of all documents evidencing any other necessary action (including actions by such parties thereto other than such Security Party as may be required by the Administrative Agent), approvals or consents with respect to this Agreement, the Notes and the Security Documents to which it is a party;

(iii)          copies, certified as true and complete by an officer of the respective Security Party, of the certificate of incorporation and by-laws, certificate of formation and operating agreement, or equivalent instruments thereof;

(iv)          certificate of an authorized officer of SNSA certifying that it legally and beneficially owns, directly or indirectly, all of the issued and outstanding capital stock, or limited liability company membership interests, as the case may be, of each of the other Security Parties and that such capital stock or membership interests are free and clear of any liens, claims, pledges or other encumbrances whatsoever;

(v)           certificate of an authorized officer of each Security Party (other than SNSA) certifying as to the record ownership of all of its issued and outstanding capital stock, or limited liability company membership interests, as the case may be; and

9

(vi)          where such concept exists, certificates of the jurisdiction of incorporation or formation, as the case may be, of each Security Party as to the good standing thereof;

(vii)         copies, certified as true and complete by an officer of the relevant Security Party and/or such evidence as a Lender may reasonably request in order for such Lender to comply with its “know your customer” requirements to confirm the identity of the Security Parties and/or the individuals acting on their behalf.

(b)  This Agreement and the Notes. the Borrowers shall have duly executed and delivered to the Administrative Agent this Agreement and the Notes;

(c)  Terminals. the Administrative Agent shall have received evidence satisfactory to it that each Terminal is owned by such Borrower listed opposite its name in Appendix B and that such Terminal shall be unencumbered, save and except for the Mortgage thereon in favor of the Collateral Agent, and as otherwise permitted thereby or as set out in the description thereof annexed hereto;

(d)  Insurance Evidence and Opinions. the Administrative Agent shall have received (i) a favorable report and opinion, satisfactory to all Lenders, of JLT Risk Solutions Ltd. with respect to insurances on each Terminal opining, inter alia, that the Insurance Requirements are sufficient to protect the interests of each Creditor and that the insurances with respect to each Terminal are in compliance with the Insurance Requirements and (ii) if requested, copies of all policies evidencing compliance with the Insurance Requirements and copies of any exceptions to coverage of the insurance policies;

(e)  Recording and Filing.

(i)            each Mortgage and all financing or other similar statements or notices as requested by the Administrative Agent, shall have been duly recorded or filed under the laws of the appropriate federal, state or local jurisdiction, or be in proper form to be duly recorded or filed in such appropriate jurisdiction, and all recording and filing fees and Taxes with respect to any such recording or filing shall have been paid in full (or arrangements, satisfactory to the Administrative Agent and the Lenders, for such payment shall have been made); and

(ii)           a perfected security interest having first priority shall have been created in the interests assigned under the Mortgages in favor of the Collateral Agent;

(f)  Permits. all applicable Permits shall have been obtained (excepting those Permits for which the failure to obtain would not likely result in a Material Adverse Effect). All such obtained Permits shall be in proper form, shall be in full force and effect and not subject to any appeal, consent or contest or to any condition that, if unsatisfied, is likely to result, in the

10

Administrative Agent’s or the Lender’s reasonable judgment, in the forfeiture or revocation of such Permit;

(g)  Legality. the execution, delivery and issuance of the Notes by the Borrowers shall not be subject to the registration requirements of the Act or any state securities or blue sky Law, and shall not be prohibited by any applicable Law (including Regulation T, Regulation U or Regulation X and any applicable usury Laws) and shall not subject any Creditor to any Tax (other than Excluded Taxes), penalty, liability or other onerous condition under or pursuant to any applicable Law;

(h)  Transaction Costs. all Transaction Costs as may be required to be paid on the Closing Date shall have been paid in accordance with the terms of the Agreement, the Notes, the Security Documents;

(i)  Taxes. all Taxes (other than Excluded Taxes), fees and other charges which have become due and payable in connection with the execution and delivery of the Agreements, the Notes, the Security Documents in effect on the Closing Date shall have been paid by or on behalf of the Borrowers;

(j)  Guarantor Documents. each Guarantor shall have duly executed and delivered to the Administrative Agent:

(i)            the Guaranty; and

(ii)           the Consent and Agreement (set forth below) to this Agreement;

(k)  Pledge Agreements. SNTGI shall have duly executed and delivered to the Administrative Agent the Pledge Agreements.

(l)  Security Documents. each of the Borrowers shall have duly executed (where execution is necessary) and delivered to the Administrative Agent:

(i)            the Mortgages over the Terminals;

(ii)           Uniform Commercial Code Financing Statements for filing with Texas and Louisiana and in such other jurisdictions as the Administrative Agent may reasonably require;

(m)  Guarantor Solvency. the Administrative Agent shall have received a certificate of an officer of each Guarantor confirming the representations and warranties with respect to solvency set forth in its Guaranty and containing conclusions as to the solvency of such Guarantor;

(n)  Environmental Actions. the Administrative Agent shall be satisfied that no Security Party nor any of its Subsidiaries or its Affiliates is subject to any material Environmental Action;

11

(o)  Fees. the Administrative Agent shall have received payment in full of all fees and expenses then due to the Administrative Agent and/or the Lenders under Section 13;

(p)  Termination of Existing CIBC Facility. the Administrative Agent shall have received evidence of repayment and termination of the existing CIBC facility in form and substance satisfactory to the Administrative Agent;

(q)  Repayment of Third Party Debt. the Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, that any and all existing Indebtedness from the Borrowers to any third party (including their Affiliates) has been repaid;

(r)  Receipt of SNSA 2003 Audited Financial Statements. the Administrative Agent shall have received the audited financial statements for SNSA for the year 2003;

(s)  Appraisal. the Administrative Agent shall have received an appraisal on the Terminals from Stone & ▇▇▇▇▇▇▇ Management Consultants, Inc. which appraisal shall be in form and substance satisfactory to all Lenders, and which appraisal shall state that the aggregate Fair Market Value of the Terminals is at least 125% of the Credit Facilities;

(t)  Title Insurance. On the Closing Date, the Administrative Agent shall receive from Chicago Title Insurance Company, with respect to the Terminal owned by Stolthaven Houston, a Form T-2 Mortagee Policy of Title Insurance as issued in the State of Texas, and from First American Title Insurance Company, with respect to the Terminal owned by Stolthaven New Orleans, an ALTA Mortgagee’s Policy of Title Insurance, in respect of each Mortgage in an amount, in the aggregate, at least equal to $ 150,000,000.

(u)  Environmental Audit. On the Closing Date, the Administrative Agent shall have received from the Borrowers (i) satisfactory evidence that an Environmental Audit of each Terminal to be conducted in accordance with American Society for Testing and Materials standards has been commenced and is underway and (ii) funds sufficient to cover the costs of the Environmental Audit with respect to each Terminal, which funds shall be remitted by the Administrative Agent to the respective auditor of the Terminals in accordance with the terms of the auditing agreement; provided, however, that the Administrative Agent shall be under no obligation to remit funds to any auditor in excess of the funds received pursuant to this Section 4.1(u).

(v)  Survey. The Administrative Agent shall have received from the Borrowers (i) satisfactory evidence that the Borrowers have engaged a surveyor or surveyors to conduct surveys with respect to each Terminal and (ii) funds sufficient to cover the costs of the surveys with respect to each Terminal, which funds shall be remitted by the Administrative Agent to the respective surveyor of the Terminals in accordance with the terms of the surveying agreement; provided, however, that the Administrative Agent shall be under no obligation to remit funds to any surveyor in excess of the funds received pursuant to this Section 4.1(v).

(w)  Legal Opinions. the Administrative Agent, on behalf of the Lenders, shall have received legal opinions addressed to the Administrative Agent from (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ P.C., special Texas counsel for the Borrowers, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, special Louisiana counsel

12

for the Borrowers, (iii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ the general counsel of ▇▇▇▇▇-▇▇▇▇▇▇▇ Inc., in respect of Security Parties, (iv) Elvinger Hoss & Prussen, Luxembourg counsel to SNSA and (v) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Creditors, in each case in such form as the Administrative Agent may require, as well as such other legal opinions as the Administrative Agent shall have required as to all or any matters under the laws of the United States of America, the State of New York, the State of Texas, the State of Louisiana, the Duchy of Luxembourg and the Republic of Liberia covering the representations and conditions which are the subjects of Sections 2 and this Section 4.1.

4.2           Further Conditions Precedent. The obligation of the Lenders to make any Advance available to the Borrowers under this Agreement shall be expressly and separately subject to the following further conditions precedent on the Closing Date:

(a)  Drawdown Notice. the Administrative Agent shall have received a Drawdown Notice in accordance with Section 3.2;

(b)  Representations and Warranties. the representations stated in Section 2  (updated mutatis mutandis to such date) being true and correct as if made on and as of that date;

(c)  No Event of Default. no Event of Default having occurred and being continuing and no event having occurred and being continuing which, with the giving of notice or lapse of time, or both, would constitute an Event of Default;

(d)  No Change in Laws. the Administrative Agent being satisfied that no change in any applicable laws, regulations, rules or in the interpretation thereof shall have occurred which make it unlawful for any Security Party to make any payment as required under the terms of this Agreement, the Notes, the Security Documents or any of them; and

(e)  No Material Adverse Effect. there having been no Material Adverse Effect since the date hereof.

4.3           Satisfaction after Drawdown. Without prejudice to any of the other terms and conditions of this Agreement, in the event the Lenders, in their sole discretion, make any Advance prior to the satisfaction of all or any of the conditions referred to in Sections 4.1 or 4.2, the Borrowers hereby covenant and undertake to satisfy or procure the satisfaction of such condition or conditions within fourteen (14) days after the relevant Drawdown Date (or such longer period as the Lenders, in their sole discretion, may agree).

4.4           Post-Closing Conditions.

(a)  Environmental Survey. Within thirty (30) days of the Closing Date, the Administrative Agent shall have received a complete Environmental Audit of each Terminal in accordance with American Society for Testing and Materials standards and which shall not include a recommendation for further investigation and is otherwise satisfactory to the Administrative Agent and each Lender in all material respects.

(b)  Survey. Within ninety (90) days of the Closing Date or such later date as the Majority Lenders in their sole discretion shall agree, the Administrative Agent shall have

13

received (i) an accurate survey with respect to each Terminal certified to the Administrative Agent prepared in accordance with ALTA/ACSM standards with the following Table A options: 1, 2, 3, 4, 6, 7(a), 7(b)(1) and (2), 7(c), 8, 9, 10, 11(b), 13 and 14 and otherwise in form and substance satisfactory to the Administrative Agent and (ii) amended and updated title insurance policies, in form and substance satisfactory to the Administrative Agent, with respect to each Terminal evidencing the removal of any pre-printed survey exceptions contained in the title insurance policies received by the Administrative Agent pursuant to Section 4.1(t) and containing, without limitation, with respect to the Terminal owned by Stolthaven Houston, the Comprehensive (T-19), Access (T-23) and Contiguity (T-25) Endorsements and containing, without limitation, with respect to the Terminal owned by Stolthaven New Orleans, the Access, Same as Survey, Contiguity, ALTA 9 and Zoning (with Parking), Mechanic’s Lien and Creditor’s Rights Endorsements.

5.             REPAYMENT AND PREPAYMENT

5.1           Repayment. Subject to the provisions of this Section 5 regarding application of prepayments, the Borrowers shall repay the principal amount of the Credit Facilities in sixteen (16) consecutive quarterly installments commencing on the Initial Payment Date and on each Payment Date thereafter, the first fifteen (15) of such installments shall be in the principal amount of one-fifteenth (1/15^th) of sixty percent (60%) of the aggregate amount of all Advances outstanding as of the one year anniversary of the Closing Date and the sixteenth (16^th) and final installment, payable on the Final Payment Date, shall be in an amount equal to the Balloon Amount. Each such payment to be made under this Section 5.1 shall be made together with accrued but unpaid interest thereon. Any amounts due under this Agreement not paid when due, whether by acceleration or otherwise, shall bear interest thereafter until paid at the Default Rate.

5.2           Voluntary Prepayment. The Borrowers may prepay, upon three (3) Business Days written notice, any outstanding Credit Facility or any portion thereof, without penalty, provided that if such prepayment is made on a day other than the last day of the Interest Period of such Credit Facility such prepayment shall be made together with the costs and expenses provided for in Section 5.4. Each prepayment shall be in a minimum amount of Five Million Dollars ($5,000,000) plus any One Million Dollar ($1,000,000) multiple thereof or the full amount of any Credit Facility. No part of the Term Loan shall be available for re-borrowing. The Revolver shall be available for re-borrowing only until the Revolver Maturity Date.

5.3           Mandatory Prepayment.

(a)  Sale of Collateral. On any sale of a Terminal or any other collateral that has a value in excess of Two Million Dollars (US$2,000,000), the Borrowers shall apply the proceeds of any such sale toward the repayment of the Credit Facilities. All payments received by the Administrative Agent under this Section 5.3 shall be applied to reduce the aggregate outstanding Advances in inverse order of maturity.

(b)  Casualty and Condemnation.  (i)  In the event of any Casualty or Condemnation with respect to a Terminal, the estimated cost of restoration of which is in excess of Five Million Dollars ($5,000,000), any such award, compensation or insurance proceeds shall be delivered in accordance with the instruction of the Administrative Agent for application pursuant to this

14

Agreement to be held and applied to the costs of repair or restoration of such Terminal. If, contrary to such provision, any such award, compensation or insurance proceeds are paid to a Security Party rather than to the Administrative Agent, such Security Party hereby agrees to transfer any such payment to the Administrative Agent. All amounts held by the Administrative Agent pursuant to this Section 5.3(b) on account of any award, compensation or insurance proceeds either paid directly to the Administrative Agent or turned over to the Administrative Agent shall be held as security for the performance of the Borrowers’ obligations hereunder, until restoration of such Terminal is complete, whereupon such amounts, to the extent not previously applied to Borrowers’ obligations hereunder, shall be delivered to the Borrowers. In the event of any Casualty or Condemnation with respect to a Terminal, the estimated cost of restoration of which is Five Million Dollars ($5,000,000) or less, any such award, compensation or insurance proceeds shall be delivered in accordance with the instruction of the Borrower whose Terminal suffered the Casualty or Condemnation;

(ii)           The Borrowers may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such Casualty or Condemnation and shall pay all expenses thereof. At the Borrowers’ reasonable request, and at the Borrowers’ sole cost and expense, the Borrowers and the Administrative Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment;

(iii)          If any Security Party shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of a Terminal or any interest therein, such Security Party shall give notice thereof to the Administrative Agent promptly after the receipt of such notice.

(iv)          In the event of a Casualty that is not a Significant Casualty or receipt of notice by a Security Party of a Condemnation that is not a Significant Condemnation, the Borrowers shall, not later than thirty (30) days after such occurrence, deliver to Administrative Agent an Officer’s Certificate stating that such Condemnation is not a Significant Condemnation or that such Casualty is not a Significant Casualty (as the case may be), and that, at the Borrowers’ sole cost and expense, the Borrowers’ shall promptly and diligently restore by the date stated therein the Terminal in accordance with this Agreement and the other Security Documents. If the Borrowers’ timely deliver the Officer’s Certificate described above, then the Borrowers shall, at the Borrowers’ sole cost and expense, promptly and diligently restore (by the date stated in such Officer’s Certificate) the Terminal in conformity with the requirements of this Agreement and the Security Documents and all requirements of Applicable Law so as to restore such Terminal to the same or better condition, operation, function and value as existed immediately prior to such Casualty or Condemnation. Upon completion of such restoration, the Borrowers shall furnish to the Administrative

15

Agent an architect’s certificate of substantial completion and an Officer’s Certificate confirming that such restoration has been completed pursuant to this Agreement and the Security Documents.

(v)           In the event of (A) a Significant Casualty, (B) the receipt of notice by a Security Party of a Significant Condemnation or (C) the failure of the Borrowers to timely deliver the Officer’s Certificate described in subclause (iv) above, the Borrowers shall either: (1), in the case of subclauses (A) or (B) above, provide to the Administrative Agent such evidence as may be satisfactory to the Lenders in their sole discretion to demonstrate that the Borrowers (x) are sufficiently insured against the event or condition giving rise to the Significant Casualty or Significant Condemnation and (y) that such Significant Casualty or Significant Condemnation will not materially impair the operation of the affected Terminal; or (2) prepay on the next Payment Date (or, if such Payment Date is within fifteen (15) days of the Administrative Agent’s receipt of such notice of prepayment in full or the expiration of such thirty-day period, as the case may be, on the Payment Date next following such Payment Date) such amount of the Credit Facilities (together with interest thereon and any other monies payable in respect of such prepayment pursuant to this Article 5) as shall result in the Fair Market Value (after giving effect to any Casualty or Condemnation) of the Terminals being at least equal to One Hundred Thirty-Two percent (132%) of the outstanding aggregate balance of the Credit Facilities.

5.4           Interest and Costs with Prepayments/Application of Prepayments. Any prepayment of the Advances made hereunder shall be subject to the condition that on the date of prepayment all accrued interest to the date of such prepayment shall be paid in full, together with any and all costs or expenses incurred by any Lender in connection with any breaking of funding (as certified by such Lender, which certification shall, absent any manifest error, be conclusive and binding on the Borrowers) and provided that the Borrowers shall have no obligation regarding breaking of funding with respect to any prepayment made in accordance with Section 5.2 on an Interest Payment Date.

6.             INTEREST AND RATE

6.1           Applicable Rate. (a) The Credit Facilities shall bear interest at the Applicable Rate, which shall be the rate per annum which is equal to the aggregate of (a) the LIBO Rate for the relevant Interest Period plus (b) the Applicable Margin. The Applicable Rate shall be determined by the Administrative Agent two (2) Business Days prior to the first (1^st) day of the relevant Interest Period and the Administrative Agent shall promptly notify the Borrowers in writing of the Applicable Rate as and when determined. Each such determination, absent manifest error, shall be conclusive and binding upon the Borrowers.

16

6.2           Default Rate. Any amounts due under this Agreement, not paid when due, whether by acceleration or otherwise, shall bear interest thereafter from the due date thereof until the date of payment at a rate per annum equal to the Default Rate.

6.3           Interest Periods.  The Borrowers shall give the Administrative Agent an Interest Notice specifying the Interest Period selected at least three (3) Business Days prior to the end of any then existing Interest Period. If at the end of any then existing Interest Period the Borrowers fail to give an Interest Notice the relevant Interest Period shall be three (3) months. The Borrowers’ right to select an Interest Period shall be subject to the restriction that no selection of an Interest Period shall be effective unless each Lender is satisfied that the necessary funds will be available to such Lender for such period and that no Event of Default or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default shall have occurred and be continuing.

6.4           Interest Payments. Accrued interest on the Credit Facilities shall be payable in arrears on the last day of each Interest Period, except that if the Borrowers shall select an Interest Period in excess of three (3) months, accrued interest shall be payable during such Interest Period on each three (3) month anniversary of the commencement of such Interest Period and upon the end of such Interest Period.

7.             PAYMENTS

7.1           Place of Payments, No Set Off. All payments to be made hereunder by the Borrowers shall be made to the Administrative Agent, not later than 11 a.m. New York time (any payment received after 11 a.m. New York time shall be deemed to have been paid on the next Business Day) on the due date of such payment, at its office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or to such other office of the Administrative Agent as the Administrative Agent may direct, without set-off or counterclaim and free from, clear of, and without deduction or withholding for, any Taxes (other than Excluded Taxes), provided, however, that if the Borrowers shall at any time be compelled by law to withhold or deduct any Taxes (other than Excluded Taxes) from any amounts payable to the Lenders hereunder, then the Borrowers shall pay such additional amounts in Dollars as may be necessary in order that the net amounts received after withholding or deduction shall equal the amounts which would have been received if such withholding or deduction were not required and, in the event any withholding or deduction is made, whether for Taxes or otherwise, the Borrowers shall promptly send to the Administrative Agent such documentary evidence with respect to such withholding or deduction as may be required from time to time by the Lenders.

7.2           Tax Credits. If any Lender obtains the benefit of a credit against the liability thereof for Taxes imposed by any taxing authority for all or part of the Taxes as to which the Borrowers or any Security Party have paid additional amounts as aforesaid, then such Lender shall pay an amount to the Borrowers or such Security Party, as the case may be, which that Lender determines will leave it (after such payment) in the same position as it would have been had the Tax payment not been made by the Borrowers or such Security Party, as the case may be. Each Lender agrees that in the event that Taxes (other than Excluded Taxes) are imposed on account of the situs of its loans hereunder, such Lender, upon acquiring knowledge of such event, shall, if, in the opinion of that Lender, commercially reasonable and if, in the reasonable opinion of

17

that Lender, not prejudicial to it, shift such loans on its books to another office of such Lender so as to avoid the imposition of such Taxes. Nothing contained in this clause shall in any way prejudice the right of the Lenders to arrange their tax affairs in such way as they, in their sole discretion, deem appropriate. In particular, no Lender shall be required to obtain such tax credit, if this interferes with the way such Lender normally deals with its tax affairs.

7.3           Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim or pursuant to a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of the Credit Facilities as a result of which its funded Commitment shall be proportionately less than the funded Commitment of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of such other Lender so that the aggregate funded Commitment of each Lender shall be in the same proportion to the aggregate funded Commitments then outstanding as its funded Commitment prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Lender had made an advance in the amount of such participation. The Borrowers expressly consent to the foregoing arrangement.

7.4           Computations; Business Days.

(a)  All computations of interest and fees shall be made by the Administrative Agent or the Lenders, as the case may be, on the basis of a 360-day year, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which interest or fees are payable. Each determination by the Administrative Agent or the Lenders of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error;

(b)  Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be due and payable on the next succeeding Business Day unless the next succeeding Business Day falls in the following calendar month, in which case it shall be payable on the immediately preceding Business Day.

8.             EVENTS OF DEFAULT

8.1           Events of Default. The occurrence of any of the following events shall be an Event of Default:

18

(a)           Payment Default. If either of the Borrowers defaults in the payment of any principal or interest, within three (3) Business Days of its due date;

(b)           Other default. (x) except as set forth in subclause (y) of this Section 8. 1(b), if any Security Party fails to observe or perform any of the covenants, conditions, undertakings, agreements or obligations on its part contained in the Agreement, the Notes and any of the Security Documents or shall in any other way be in breach of or do or cause to be done any act repudiating or evidencing an intention to repudiate the Agreement, the Notes and any of the Security Documents and such default (if in the reasonable opinion of the Administrative Agent capable of remedy) is not remedied within thirty (30) days after notice of the default has been given to the Borrowers or (y) if either of the Borrowers fails to have in effect at any time any insurances required to be maintained by the Borrowers hereunder or under the Mortgages; or

(c)           Misrepresentation or Breach of Warranty. If any representation, warranty or statement made, or deemed to be made under the Agreement, the Notes and any of the Security Documents or in any accounts, certificate, notice instrument, written statement or opinion delivered by any Security Party under or in connection with the Agreement, the Notes and any of the Security Documents is incorrect in any material respect when made, or deemed to be made; or

(d)           Execution. If a distress or execution or other process of a court of authority is levied on any of the property of any Security Party, SNTG Bermuda or the members of a Significant Subsidiary Group before or after final judgment or by order of any competent court or authority for an amount in excess of Five Million Dollars ($5,000,000), or with respect to the Borrowers One Hundred Thousand Dollars ($100,000), or the equivalent in any other currency and is not satisfied or stayed (with a view to being contested in good faith) within thirty (30) days of levy; or

(e)           Insolvency Events. If any Security Party, SNTG Bermuda or the members of a Significant Subsidiary Group:

(i)            resolves to make any filing under any Bankruptcy Law or to appoint, or applies for, or consents to the appointment of, a receiver, administrative receiver, trustee, administrator or liquidator of itself or of all or part of its assets other than for the purposes of a merger or amalgamation pursuant to Section 9.2(h); or

(ii)           is unable or admits its inability to pay its debts as they fall due; or

(iii)          makes a general assignment for the benefit of creditors; or

(iv)          ceases trading or threatens to cease trading (except in the case of SNTG Bermuda or a Significant Subsidiary Group as part of the ordinary course of business or with the consent of the Agents and the Lenders, such consent not to be unreasonably withheld); or

19

(v)           appoints a receiver, administrative receiver, administrator, liquidator or trustee under any Bankruptcy Law or any statutory provision which the Administrative Agent in its discretion considers analogous thereto; or

(vi)          makes any filing under any Bankruptcy Law.

(f)            Insolvency Proceedings. If any proceedings are commenced or threatened, or any order or judgment is given by any court, for the bankruptcy, liquidation, winding up, administration or re-organization of any Security Party, SNTG Bermuda or the members of any Significant Subsidiary Group or for the appointment of a receiver, administrative receiver, administrator, liquidator or trustee of any Security Party, SNTG Bermuda or the members of any Significant Subsidiary Group or of all or part of the assets of any Security Party, SNTG Bermuda or the members of any Significant Subsidiary Group, or if any person appoints or purports to appoint such receiver, administrative receiver, administrator, liquidator or trustee, which proceeding is not discharged within thirty (30) days of its commencement; or

(g)           Impossibility or Illegality. Unless covered by Section 11, if any event occurs which would, or would with the passage of time, render performance of any of the Agreement, the Notes and any of the Security Documents impossible, unlawful or unenforceable by any of the Creditors; or

(h)           Revocation or Modification of Consents Etc. If any material consent, license, approval or authorization which is now or which at any time becomes necessary to enable any Security Party to comply with any of its respective obligations under or pursuant to the Agreement, the Notes and any of the Security Documents is revoked, withdrawn or withheld, or modified in a manner which the Administrative Agent reasonably considers is, or may be, prejudicial to the interests of it, the Administrative Agent, or the Lenders, in a material manner, or any material consent, license, approval or authorization ceases to remain in full force and effect; or

(i)            Curtailment of Business. If the business of any Security Party is wholly or substantially curtailed by an intervention by or under authority of any government, or if all or a substantial part of the undertaking, property or assets of any Security Party is seized, nationalized, expropriated or compulsorily acquired by or under authority of any government or any Security Party disposes or threatens to dispose of a substantial part of its business or assets; or

(j)            Acceleration of Other Indebtedness. If any other indebtedness or obligation for borrowed money of any Security Party or SNTG Bermuda becomes due or capable of being declared due prior to its stated maturity by reason of default on the part of that entity or the members of any Significant Subsidiary Group (as the case may be), or is not repaid or satisfied on the due date for its repayment or any such other loan, guarantee or indebtedness becomes enforceable save, in either case, for amounts (except with respect to the Borrowers) of less than Five Million Dollars ($5,000,000) in aggregate or, with respect to the Borrowers Ten Thousand Dollars ($10,000), or the equivalent in any other currency, and claims contested in good faith; or

20

(k)           Cross-Default. If there is a default by any Security Party or SNTG Bermuda under any other material contract or agreement with respect to indebtedness or obligations for borrowed money and such default is not cured within any applicable cure period save, in either case, for amounts (except with respect to the Borrowers) of less than Five Million Dollars ($5,000,000) in aggregate or, with respect to the Borrowers Ten Thousand Dollars ($10,000), or the equivalent in any other currency, and claims contested in good faith; or

(l)            Claims Against the Guarantors’ Assets. Except for Permitted Liens, if a lien, arrest, distress or similar charge is levied upon or against any Terminal or any substantial part of the assets of either Guarantor (on a consolidated basis) and is not discharged within fourteen (14) Business Days after either Borrower or such Guarantor has become aware of the same; or

(m)          Guarantors’ Business. If all or a substantial part of either Guarantor’s business is destroyed, abandoned, seized, appropriated or forfeited for any reason; or

(n)           SNSA’s Business. If SNSA, through its subsidiaries, ceases to carry on the business of transportation of bulk liquids including liquid chemicals as a core business; or

(o)           Ownership. If (i) either of the Borrowers cease to be a wholly owned indirect subsidiary of SNSA or (ii) members of the ▇▇▇▇▇-▇▇▇▇▇▇▇ family cease for any reason to own and control, directly or indirectly, at least thirty per centum (30%) of the issued voting share capital of SNSA; or (iii) any individual shareholder, or group of shareholders acting in concert, outside the ▇▇▇▇▇-▇▇▇▇▇▇▇ family, owns a greater proportion of the issued voting share capital of SNSA than members of the ▇▇▇▇▇-▇▇▇▇▇▇▇ family; or

(p)           Final Judgment. If any Security Party, SNTG Bermuda or any Shipowning Subsidiary fails to comply with any non appealable court order or fails to pay a final unappealable judgement against it, in either case, in excess of five million dollars ($5,000,000), within fourteen (14) days of such order or judgment (save for judgments against Shipowning Subsidiaries which are covered by insurance where insurance has not been disavowed); or

(q)           Mortgages. There is a “Default” under either of the Mortgages, as such term is defined therein; or

(r)            Surveys. If the Administrative Agent shall fail to have received either (i) a satisfactory Environmental Audit with respect to each Terminal or (ii) satisfactory and accurate surveys with respect to each Terminal together with satisfactory amended title insurance policies, within the time frames specified for their delivery in Sections 4.4(a) and 4.4(b) respectively.

Upon and during the continuance of any Event of Default, the Lenders’ obligation to make the Credit Facilities available shall cease and the Administrative Agent may, and on the instructions of the Majority Lenders shall, by notice to the Borrowers, declare the entire unpaid balance of the then outstanding Advances, accrued interest and any other sums payable by the Borrowers hereunder or under the Notes due and payable, whereupon the same shall forthwith be due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; provided that upon the happening of an event specified in subsections (e) or (f) of this Section 8.1 with respect to the Borrowers, the Notes shall be immediately due and payable without declaration or other notice to the Borrowers. In such

21

event, the Lenders may proceed to protect and enforce their rights by action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of any covenant contained in this Agreement, in the Notes or in any Security Document, or in aid of the exercise of any power granted herein or therein, or the Lenders may proceed to enforce the payment of the Notes or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted under the terms of any Security Document or by applicable law for the collection of all sums due, or so declared due, on the Notes. Without limiting the foregoing, the Borrowers agree that during the continuance of any Event of Default each of the Lenders shall have the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the payment of the obligations of the Borrowers to the Lenders hereunder and/or under the Notes (whether or not then due) all moneys and other amounts of the Borrowers then or thereafter in possession of any Lender, the balance of any deposit account (demand or time, mature or unmatured) of the Borrowers then or thereafter with any Lender and every other claim of the Borrowers then or thereafter against any of the Lenders.

8.2           Indemnification. The Borrowers agree to, and shall, indemnify and hold the Agents and the Lenders harmless against any loss, as well as against any costs or expenses (including legal fees and expenses), which the Agents or the Lenders sustain or incur as a consequence of any default in payment of the principal amount of the Credit Facilities, interest accrued thereon or any other amount payable hereunder, under the Notes or under any Security Documents, including, but not limited to, all actual losses incurred in liquidating or re-employing fixed deposits made by third parties or funds acquired to effect or maintain the Credit Facilities or any portion thereof. Any Agent’s or Lender’s certification of such costs and expenses shall, absent any manifest error, be conclusive and binding on the Borrowers.

8.3           Application of Moneys. Except as otherwise provided in any Security Document, all moneys received by the Agents or the Lenders under or pursuant to this Agreement, the Notes or any of the Security Documents after the happening of any Event of Default (unless cured to the satisfaction of the Majority Lenders) shall be applied by the Administrative Agent in the following manner:

(a)           first, in or towards the payment or reimbursement of any expenses or liabilities incurred by the Administrative Agent and the Collateral Agent, or the Lenders in connection with the ascertainment, protection or enforcement of their rights and remedies hereunder, under the Notes and under any of the Security Documents,

(b)           secondly, in or towards payment of any interest owing in respect the Credit Facilities,

(c)           thirdly, in or towards repayment of principal of the Credit Facilities,

(d)           fourthly, in or towards payment of all other sums which may be owing to the Administrative Agent or the Lenders under this Agreement, under the Notes or under any of the Security Documents, and

(e)           fifthly, the surplus (if any) shall be paid to the Borrowers or to whosoever else may be entitled thereto.

22

9.             COVENANTS

9.1           Affirmative Covenants. The Borrowers hereby covenant and undertake with the Lenders that, from the date hereof and so long as any principal, interest or other moneys are owing in respect of this Agreement, under the Notes or under any of the Security Documents, the Borrowers will:

(a)           Performance of Agreements. duly perform and observe, and procure the observance and performance by all other parties thereto (other than the Agents and the Lenders) of, the terms of this Agreement, the Notes and the Security Documents;

(b)           Notice of Default, etc. promptly upon, and in any event no later than five (5) Business Days after, obtaining knowledge thereof, inform the Administrative Agent of the occurrence of (a) any Event of Default or of any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, (b) any litigation or governmental proceeding pending or threatened (by means of written notification from the adverse party or its counsel) against it, any other Security Party or against any of its or any other Security Party’s Subsidiaries which could reasonably be expected to have a Material Adverse Effect, including but not limited to, in respect of any Environmental Action or Environmental Event, and (c) any other event or condition which is reasonably likely to have a Material Adverse Effect;

(c)           Obtain Consents. without prejudice to Section 2.1 and this Section 9.1, obtain every consent and do all other acts and things which may from time to time be necessary or advisable for the continued due performance of all its and the other Security Parties’ respective obligations under this Agreement, under the Notes and under the Security Documents;

(d)           Additional Filings/Notifications. each Security Party shall ensure that (i) any filings required to ensure that it is properly authorized to do business in any relevant jurisdiction will be made and/or effected promptly and within any applicable time limits imposed by law; and (ii) the Lenders and the Agents are immediately notified if any Security Party changes the place of its chief executive office or principal place of business in the United States of America.

(e)           Financial Statements. (i)  SNSA will supply to the Administrative Agent (with sufficient copies for distribution to each of the Lenders), without request on a consolidated basis:

(A)          SNSA’s annual consolidated audited accounts prepared in accordance with GAAP within one hundred twenty (120) days (or such earlier date on which such accounts are generally released by SNSA) after the end of the fiscal year to which they relate and such financial statements shall accurately and fairly represent the financial condition of SNSA and its Consolidated Subsidiaries; and

(B)           SNSA’s unaudited consolidated quarterly financial statements not later than ninety (90) days (or such earlier date on which such accounts are generally released by SNSA) after the end of the relevant fiscal quarter together with a duly executed Certificate of

23

Compliance certifying (inter alia) compliance with the covenants contained in Section 9.3; and

(C)           the annual update to SNSA’s three year plan when approved by SNSA’s board of directors within 30 days of such approval.

(ii)           each of the Borrowers will supply to the Administrative Agent (with sufficient copies for distribution to each of the Lenders), without request on a consolidated basis:

(A)          each of the Borrowers’ unaudited year-end financial statements, certified by the Chief Financial Officer of SNSA within ninety (90) days after the end of the fiscal year to which they relate and such financial statement shall accurately and fairly represent the financial condition of each of the Borrowers and their subsidiaries; and

(B)           each of the Borrowers’ unaudited quarterly financial statements, certified by the Chief Financial Officer of SNSA within sixty (60) days after the end of the relevant fiscal quarter.

(f)            Other information. each Security Party shall promptly supply to the Administrative Agent (with sufficient copies for distribution to each of the Lenders) copies of all financial and other information from time to time given by SNSA to its shareholders and/or filed with the Securities and Exchange Commission (provided that any information made available to the public on SNSA’s World Wide Web site (the “Web Site”) shall, subject to the Administrative Agent having been duly notified in writing by the Borrowers or a Guarantor that new information has been made available on the Web Site, be deemed supplied for this purpose) and such information and explanations as the Administrative Agent may from time to time reasonably require in connection with the operation of the Terminals and the Borrowers’ and the Guarantors’ profits and liquidity.

(g)           Certificate of Compliance. the Borrowers and the Guarantors shall deliver to the Administrative Agent together with the accounts described in Section 9.1(e) a duly executed Certificate of Compliance (with copies sufficient for the Lenders) not more than ninety (90) days after the end of each of the first three fiscal quarters of SNSA and not more than ninety (90) days after the end of the fiscal year of SNSA, certifying (inter alia) compliance with the covenants contained in Section 9.3 and Section 9.4.

(h)           Corporate Existence. the Borrowers shall, and will procure that each Guarantor shall, (i) remain duly formed and validly existing under the laws of its respective jurisdiction of incorporation, (ii) remain authorized to do business in each jurisdiction in which it transacts its business, (iii) continue to have the power to carry on its business as it is now being conducted and to enter into and perform its obligations under this Agreement and the Security Documents to which it is a party, and (iv) continue to comply with all statutory, regulatory and other requirements relative to its business which could reasonably be expected to have a Material Adverse Effect on its business, assets or operations, financial or otherwise;

(i)            Books and Records. at all times keep, and cause each Guarantor to keep, proper books of record and account into which full and correct entries shall be made in

24

accordance with GAAP, and keep such records in such places to ensure that they are easily accessible in the event that the Administrative Agent wishes to inspect them;

(j)            Taxes and Assessments. pay and discharge, and cause each Guarantor to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or property prior to the date upon which penalties attach thereto; provided, however, that it shall not be required to pay and discharge, or cause to be paid and discharged, any such tax, assessment, charge or levy so long as the legality thereof shall be contested in good faith and by appropriate proceedings or other acts and it shall set aside on its books adequate reserves with respect thereto;

(k)           Inspection. allow, and cause each Guarantor to allow any representative or representatives designated by the Administrative Agent, subject to applicable laws and regulations, to visit and inspect any of its properties (including, without limitation, the Terminals), and, on request, to examine its books of account, records, reports, agreements and other papers and to discuss its affairs, finances and accounts with its officers, all at such times during business hours and on reasonable notice and as often as the Administrative Agent requests;

(l)            Inspection and Survey Reports. if the Administrative Agent shall so request, the Borrowers shall provide the Administrative Agent with copies of all internally generated inspection or survey reports on the Terminals;

(m)          Compliance with Statutes, Agreements, etc. do or cause to be done, and cause each Guarantor to do and cause to be done, all things necessary to comply with all contracts or agreements to which it, or any Guarantor is a party, and all laws, and the rules and regulations thereunder, applicable to the Borrowers or such Guarantor, including, without limitation, those laws, rules and regulations relating to employee benefit plans and environmental matters;

(n)           Environmental Matters. promptly upon the occurrence of an Environmental Event that could reasonably be expected to have a Material Adverse Effect, provide to the Administrative Agent a certificate of a chief executive officer thereof, specifying in detail the nature of such condition and its proposed response.

(o)           Brokerage Commissions, etc. indemnify and hold the Agents and the Lenders harmless from any claim for any brokerage commission, fee, or compensation from any broker or third party resulting from the transactions contemplated hereby;

(p)           Insurance. maintain, and cause each other Security Party to maintain, with financially sound and reputable insurance companies, insurance on all their respective properties and against all such risks and in at least such amounts (in any event, at least $100,000,000 per any one accident or occurrence) as are usually insured against by companies of established reputation engaged in the same or similar business from time to time; and

(q)           Pari Passu. each of the Borrowers and the Guarantors shall ensure that its respective obligations under the Agreement, the Notes, and the Security Documents shall at all times rank at least pari passu with all its other present and future unsecured and unsubordinated

25

indebtedness with the exception of any obligations which are mandatorily preferred by any applicable laws to companies generally and not by contract.

(r)            Admissibility in Evidence. each of the Borrowers and the Guarantors shall on the request of the Lenders or the Administrative Agent obtain all necessary authorizations, consents, approvals, licenses, exemptions, filings, registrations, recordings and notarizations required or advisable in connection with the admissibility in evidence of the Agreement, the Notes, and the Security Documents or any of them in any relevant jurisdiction in which proceedings have been commenced.

(s)           Most Favored Nation. if any of the covenants or events of default provided by any Security Party to any other banks or financial institutions between the Closing Date and November 30, 2004, on terminal or vessel secured agreements for indebtedness should be more favorable to such banks than those contained in this Agreement or any of the Security Documents (the “Revised Terms”), the Borrowers and/or SNSA, as the case may be, shall (i) notify the Administrative Agent in writing of the Revised Terms as soon as it becomes aware of the same and (ii) upon the request of the Administrative Agent enter into such documents or execute such amendments to this Agreement and/or any other Security Documents as the Administrative Agent shall require in order to incorporate those Revised Terms (or their substantial equivalent), on a proportional basis, into this Agreement accompanied by such legal opinions as the Administrative Agent shall require and in the meantime this Agreement shall be deemed so amended; provided that this clause is not intended to cause the Borrowers to become bound by clauses generally associated with vessel-related financings but not with real estate related financings. The Borrowers hereby represent and warrant that no such Revised Terms have been granted to any other banks or financial institutions between June 28, 2004 and the Closing Date.

(t)            ERISA. forthwith upon learning of the occurrence of any material liability of any Security Party, any Subsidiary thereof or any ERISA Affiliate pursuant to ERISA in connection with the termination of any ERISA Plan or withdrawal or partial withdrawal of any multi-employer plan (as defined in ERISA) or of a failure to satisfy the minimum funding standards of Section 412 of the Code or Part 3 of Title I of ERISA by any ERISA Plan for which any Security Party, any Subsidiary thereof or any ERISA Affiliate is plan administrator (as defined in ERISA), furnish or cause to be furnished to the Lenders written notice thereof.

9.2           Negative Covenants. the Borrowers hereby covenant and undertake with the Lenders that, from the date hereof and so long as any principal, interest or other moneys are owing in respect of this Agreement, under the Notes or under any of the Security Documents, the Borrowers will not, and will procure that no other Security Party, where so specified, will, without the prior written consent of the Majority Lenders (or all of the Lenders if required by Section 15.8):

(a)           Liens. create, assume or permit to exist, any mortgage, pledge, lien, charge, encumbrance or any security interest whatsoever upon any of its assets except Permitted Liens.

26

(b)           No Voluntary Bankruptcy. with respect to any Security Party, (i) commence any case, proceeding or action under the Bankruptcy Law or any existing or future Law of any jurisdiction (domestic or foreign) relating to bankruptcy, insolvency, reorganization, arrangement, winding up, liquidation, dissolution, composition or other relief with respect to the Borrowers or their debts, or (ii) seek appointment of a receiver, trustee, custodian or other similar official for the Borrowers or for the benefit of all or substantially all of its creditors.

(c)           Change in Business. materially change the nature of its business or commence any business materially different from its current business of chemical storage;

(d)           Sale or Pledge of Shares. with respect to any Security Party, sell, assign, transfer, pledge or otherwise convey or dispose of any of the shares (including by way of spin-off, installment sale or otherwise) of the capital stock of either of the Borrowers;

(e)           Sale of Assets. sell, or otherwise dispose of, any Terminal (except that the Borrowers may sell a Terminal if no Event of Default or event which with the lapse of time, the giving of notice or both would become an Event of Default has occurred and is continuing and it complies with Section 5.3 hereof) or, with respect to any Guarantor, any other asset (including by way of spin-off, installment sale or otherwise) which is substantial in relation to its assets taken as a whole, other than such sales by one Guarantor to another;

(f)            Changes in Offices or Names. change jurisdiction of incorporation or the location of the chief executive office of any Security Party, the office of the chief place of business of any such parties or the office of the Security Parties in which the records relating to the earnings or insurances of any Terminal are kept unless the Lenders shall have received sixty (60) days prior written notice of such change;

(g)           Merger or Amalgamation. without the prior written consent of the Administrative Agent, with respect to any Security Party, permit any merger or amalgamation of all or part of any Security Party unless (i) such Security Party, as the case may be, remains the surviving entity following any such merger or amalgamation; and (ii) such surviving entity is not divested of any material part of the assets or operations of the merging or amalgamating entities with its core business of chemical transportation maintained; and (iii) in the case of SNSA only, such merger or amalgamation has been approved by a duly passed resolution of SNSA’s shareholders if required by applicable Law.

(h)           Restrictions on Investments. except as expressly permitted under this Section 9.2(h) without the prior written consent of the Majority Lenders, with respect to any Security Party, make any Investment or permit any of its Subsidiaries to make any Investments in a non-consolidated entity and/or in business areas other than the core business of the transportation, storage and distribution of bulk liquid chemicals and other products customary for chemical and product tankers, including without limitation:

(i)            no further Investments in ▇▇▇▇ except (A) in relation to the conversion of SNTG’s subordinated shareholder loan of Fifty Million Dollars ($50,000,000) into ▇▇▇▇ equity and (B) the guarantee of ▇▇▇▇ obligations up to a maximum aggregate

27

amount not exceeding $96,000,000 which may arise from time to time under (I) a guarantee and indemnity in favor of Nordea Bank Norge ASA dated 30 June 2003 of certain obligations arising under a secured $100,000,000 bank loan and guarantee facility agreement amended and restated on 30 June 2003 (II) a guarantee and indemnity in favor of DnB NOR Bank ASA dated 21 August 2003 of certain obligations arising under a secured $44,000,000 bank guarantee facility agreement dated 21 August 2003 (III) a guarantee and indemnity dated 27 August 2003 in favor of DnB NOR Bank ASA of certain obligations arising under a $28,000,000 reimbursement agreement dated 27 August 2003 and/or (IV) a guarantee and indemnity dated 20 February 2004 in favor of HSBC Bank plc of certain obligations arising under a $100,000,000 bonding line facility agreement dated 20 February 2004, provided that the guarantees referred to in (I), (II), (III) and (IV) above shall not be extended beyond the relevant termination dates specified, as at the date of this Agreement, for and in the various facilities referred to in (I), (II), (III) and (IV) above;

(ii)           no Investments in excess of an aggregate amount of Two Million Dollars ($2,000,000) per annum except (A) where SNSA has, on a consolidated basis, freely available Liquidity in excess of Fifty Million Dollars ($50,000,000) after such Investment and (B) for Investments by ▇▇▇▇▇ Sea Farm plc in any of its Subsidiaries or any other entity or project within the sea farming industry;

9.3           Financial Covenants. each of the Borrowers hereby covenants and undertakes with the Lenders that, from the date hereof and so long as any principal or interest are outstanding or other moneys are owing in respect of this Agreement, under the Notes or under any of the Security Documents, it shall:

(a)           Positive Net Worth. maintain a positive Net Worth;

(b)           No additional Indebtedness. not incur any Indebtedness, excluding Indebtedness to the Agents or any of the Lenders hereunder, unless such Indebtedness is subordinated to Indebtedness to the Agents or any of the Lenders hereunder on terms satisfactory to the Majority Lenders; provided, however, that the Borrowers may raise funds for customers for specific customer related capital expenditures, which funds shall not exceed Twenty Million Dollars (US$20,000,000) in the aggregate;

9.4           Financial Covenants of SNSA. each of the Borrowers hereby covenants and undertakes with the Lenders that, from the date hereof and so long as any principal or interest are outstanding or other moneys are owing in respect of this Agreement, under the Notes or under any of the Security Documents, it shall procure that SNSA will:

28

(a)           Consolidated Debt to Consolidated Tangible Net Worth. maintain a Consolidated Debt to Consolidated Tangible Net Worth ratio of a maximum 2.00 to 1.00 as calculated at the end of each fiscal quarter of SNSA;

(b)           Consolidated Tangible Net Worth. maintain at all times a Consolidated Tangible Net Worth of not less than Six Hundred Million Dollars ($600,000,000) or the equivalent in any other currency as calculated at the end of each fiscal quarter of SNSA;

(c)           Consolidated EBITDA to Consolidated Interest Expense. maintain a Consolidated EBITDA to Consolidated Interest Expense ratio equal to or greater than 2.00 to 1.00 in each instance based on the four most recent fiscal quarters for which financial information is available;

10.           ASSIGNMENT

This Agreement shall be binding upon, and inure to the benefit of, the Borrowers and the Lenders, the Agents and their respective successors and assigns, except that the Borrowers may not assign any of its rights or obligations hereunder. Each Lender shall be entitled to assign its rights and obligations under this Agreement or grant participation(s) in the Credit Facilities to any Eligible Assignee (in a minimum amount of not less than $5,000,000), and such Lender shall forthwith give notice of any such assignment or participation to the Borrowers and pay the Administrative Agent an assignment fee of $2,500 for each such assignment or participation which is not made to a subsidiary, holding company or affiliate of the assigning Lender; provided, however, that any such assignment must be made pursuant to an Assignment and Assumption Agreement. The Borrowers will take all reasonable actions requested by the Agents or any Lender to effect such assignment, including, without limitation, the execution of a written consent to any Assignment and Assumption Agreement.

11.           ILLEGALITY, INCREASED COST, NON-AVAILABILITY, ETC.

11.1         Illegality. In the event that by reason of any change in any applicable law, regulation or regulatory requirement or in the interpretation thereof, a Lender has a basis to conclude that it has become unlawful for any Lender to maintain or give effect to its obligations as contemplated by this Agreement, such Lender shall inform the Administrative Agent and the Borrowers to that effect, whereafter the liability of such Lender to make its Commitment available shall forthwith cease and the Borrowers shall be required either to repay to such Lender that portion of the Credit Facilities advanced by such Lender immediately or, if such Lender so agrees, to repay such portion of the Credit Facilities to such Lender on the last day of any then current Interest Period in accordance with and subject to the provisions of Section 11.5. In any such event, but without prejudice to the aforesaid obligations of the Borrowers to repay such portion of the Credit Facilities, the Borrowers and the relevant Lender shall negotiate in good faith with a view to agreeing on terms for making such portion of the Credit Facilities available from another jurisdiction or otherwise restructuring such portion of the Credit Facilities on a basis which is not unlawful.

11.2         Increased Costs. If any change in applicable law, regulation or regulatory requirement (including any applicable law, regulation or regulatory requirement which relates to capital

29

adequacy or liquidity controls or which affects the manner in which any Lender allocates capital resources under this Agreement), or in the interpretation or application thereof by any governmental or other authority, shall:

(i)            subject any Lender to any Taxes (other than Excluded Taxes) with respect to its income from the Credit Facilities, or any part thereof, or

(ii)           change the basis of taxation to any Lender of payments of principal or interest or any other payment due or to become due pursuant to this Agreement (other than a change in the basis effected by the jurisdiction of organization of such Lender, the jurisdiction of the principal place of business of such Lender, the United States of America, the State or City of New York or any governmental subdivision or other taxing authority having jurisdiction over such Lender (unless such jurisdiction is asserted by reason of the activities of the Borrowers or any of the other Security Parties) or such other jurisdiction where the Credit Facilities may be payable), or

(iii)          impose, modify or deem applicable any reserve requirements or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or for the account of, or loans by, a Lender, or

(iv)          impose on any Lender any other condition affecting the Credit Facilities or any part thereof,

and the result of the foregoing is either to increase the cost to such Lender of making available or maintaining its Commitment or any part thereof or to reduce the amount of any payment received by such Lender, then and, in any such case, if such increase or reduction, in the opinion of such Lender, materially affects the interests of such Lender under or in connection with this Agreement:

(i)            the Lender shall notify the Administrative Agent and the Borrowers of the happening of such event, and

(ii)           the Borrowers agree forthwith upon demand to pay to such Lender such amount as such Lender certifies to be necessary to compensate such Lender for such additional cost or such reduction.

11.3         Nonavailability of Funds. If the Administrative Agent shall determine that, by reason of circumstances affecting the London Interbank Market generally, adequate and reasonable means do not or will not exist for ascertaining the interest rate for the Credit Facilities for any Interest Period, the Administrative Agent shall give notice of such determination to the Borrowers. The Majority Lenders shall then determine the interest rate and/or Interest Period to be substituted for those which would otherwise have applied under this Agreement. If the Majority Lenders are unable to agree upon such a substituted interest rate and/or Interest Period within thirty (30) days

30

of the giving of such determination notice, the Administrative Agent shall set an interest rate and Interest Period to take effect from the expiration of the Interest Period in effect at the date of determination, which rate shall be equal to the Applicable Margin plus the cost to the Lenders (as certified by each Lender) of funding the Credit Facilities. In the event the state of affairs referred to in this Section 11.3 shall extend beyond the end of the Interest Period, the foregoing procedure shall continue to apply until circumstances are such that the interest rate may be determined pursuant to Section 6.

11.4         Lender’s Certificate Conclusive. A certificate or determination notice of any Lender as to any of the matters referred to in this Section 11 shall, absent manifest error, be conclusive and binding on the Borrowers.

11.5         Compensation for Losses. Where the Credit Facilities or any portion thereof is to be repaid by the Borrowers pursuant to this Section 11, the Borrowers agree simultaneously with such repayment to pay to the relevant Lender all accrued interest to the date of actual payment on the amount repaid and all other sums then payable by the Borrowers to the relevant Lender pursuant to this Agreement, together with such amounts as may be certified by the relevant Lender to be necessary to compensate such Lender for any actual loss, premium or penalties incurred or to be incurred thereby on account of funds borrowed to make, fund or maintain its Commitment or such portion thereof for the remainder (if any) of the then current Interest Period or Interest Periods, if any, but otherwise without penalty or premium.

12.           CURRENCY INDEMNITY

12.1         Currency Conversion. If, for the purpose of obtaining or enforcing a judgment in any court in any country, it becomes necessary to convert into any other currency (the “judgment currency”) an amount due in Dollars under this Agreement, the Notes or any of the Security Documents, then the conversion shall be made, in the discretion of the Administrative Agent, at the rate of exchange prevailing either on the date of default or on the day before the day on which the judgment is given or the order for enforcement is made, as the case may be (the “conversion date”), provided that the Administrative Agent shall not be entitled to recover under this section any amount in the judgment currency which exceeds at the conversion date the amount in Dollars due under this Agreement, the Notes, the Guaranty and/or any of the Security Documents.

12.2         Change in Exchange Rate. If there is a change in the rate of exchange prevailing between the conversion date and the date of actual payment of the amount due, the Borrowers shall pay such additional amounts (if any, but, in any event, not a lesser amount) as may be necessary to ensure that the amount paid in the judgment currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount then due under this Agreement, the Notes and/or any of the Security Documents in Dollars; any excess over the amount due received or collected by the Lenders shall be remitted to the Borrowers.

12.3         Additional Debt Due. Any amount due from the Borrowers under this Section 12 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement, the Notes and/or any of the Security Documents.

31

12.4         Rate of Exchange. The term “rate of exchange” in this Section 12 means the rate at which the Administrative Agent in accordance with its normal practices is able on the relevant date to purchase Dollars with the judgment currency and includes any premium and costs of exchange payable in connection with such purchase.

13.           FEES AND EXPENSES

13.1         Fees. During the period beginning on the date of the acceptance of the Offer Letter and ending on the Final Payment Date, the Borrowers shall pay, quarterly in arrears from the date of this Agreement, to the Administrative Agent (for the account of the Lenders) a commitment fee which fee shall be a per annum percentage equal to fifty one hundredths of one percent (0.50%) payable on the difference between the maximum aggregate amount of the Credit Facilities and the average amount of the aggregate of the outstanding Advances. The Borrowers shall also pay to the Agents such fees as the parties have agreed pursuant to the Offer Letter.

13.2         Expenses. Each of the Borrowers agrees, whether or not the transactions hereby contemplated are consummated, on demand to pay, or reimburse the Agents for their payment of, the reasonable expenses of the Agents and (after the occurrence and during the continuance of an Event of Default) the Lenders incident to said transactions (and in connection with any supplements, amendments, waivers or consents relating thereto or incurred in connection with the enforcement or defense of any of the Agents’ and the Lenders’ rights or remedies with respect thereto or in the preservation of the Agents’ and the Lenders’ priorities under the documentation executed and delivered in connection therewith), including, without limitation, all costs and expenses of preparation, negotiation, execution and administration of this Agreement and the documents referred to herein (including, but not limited to, Taxes imposed on any Lender related to those expenses), the fees and disbursements of the Agents’ and Lenders’ counsel in connection therewith, as well as the reasonable fees and expenses of any independent appraisers, surveyors, engineers, inspectors and other consultants retained by the Agent in connection with this Agreement and the transactions contemplated hereby and under the Security Documents, all costs and expenses, if any, in connection with the enforcement of this Agreement, the Notes and the Security Documents and stamp and other similar taxes, if any, incident to the execution and delivery of the documents (including, without limitation, the Notes) herein contemplated and to hold the Agents and the Lenders free and harmless in connection with any liability arising from the nonpayment of any such stamp or other similar taxes. Such taxes and, if any, interest and penalties related thereto as may become payable after the date hereof shall be paid immediately by the Borrowers to the Agents or the Lenders, as the case may be, when liability therefor is no longer contested by such party or parties or reimbursed immediately by the Borrowers to such party or parties after payment thereof (if the Agents or the Lenders, at their sole discretion, chooses to make such payment).

14.           APPLICABLE LAW, JURISDICTION AND WAIVER

14.1         Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

14.2         Jurisdiction. The Borrowers hereby irrevocably submit to the jurisdiction of the courts of the State of New York and of the United States District Court for the Southern District of New

32

York in any action or proceeding brought against it by any of the Lenders or Agents under this Agreement or under any document delivered hereunder and hereby irrevocably agrees that valid service of summons or other legal process on it may be effected by serving a copy of the summons and other legal process in any such action or proceeding on the Borrowers by mailing or delivering the same by hand to the Borrowers at the address indicated for notices in Section 16.1. The service, as herein provided, of such summons or other legal process in any such action or proceeding shall be deemed personal service and accepted by the Borrowers as such, and shall be legal and binding upon the Borrowers for all the purposes of any such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of any indebtedness of the Borrowers to the Lenders or the Agents) against the Borrowers in any such legal action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment. The Borrowers will advise the Administrative Agent promptly of any change of address for the purpose of service of process. Notwithstanding anything herein to the contrary, the Lenders may bring any legal action or proceeding in any other appropriate jurisdiction.

14.3         WAIVER OF JURY TRIAL. IT IS MUTUALLY AGREED BY AND AMONG THE BORROWERS, THE OTHER SECURITY PARTIES, THE AGENTS AND THE LENDERS THAT EACH OF THEM HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE NOTES OR THE SECURITY DOCUMENTS.

15.           THE AGENTS

15.1         Appointment of Agents. Each of the Lenders irrevocably appoints and authorizes the Agents severally each to take such action as agent on its behalf and to exercise such powers under this Agreement, the Notes and the Security Documents as are delegated to such Agent by the terms hereof and thereof. No Agent nor any of their respective directors, officers, employees or agents shall be liable for any action taken or omitted to be taken by it or them under this Agreement, the Notes or the Security Documents or in connection therewith, except for its or their own gross negligence or willful misconduct.

15.2         Collateral Agent. Each of the Lenders irrevocably appoints the Collateral Agent as collateral agent on its behalf with regard to (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Lenders or any of them or for the benefit thereof under or pursuant to this Agreement, the Notes or any of the Security Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Lender in the Agreement, the Notes or any Security Document), (ii) all moneys, property and other assets paid or transferred to or vested in any Lender or any agent of any Lender or received or recovered by any Lender or any agent of any Lender pursuant to, or in connection with, this Agreement, the Notes or the Security Documents whether from any Security Party or any other person and (iii) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable

33

by any Lender or any agent of any Lender in respect of the same (or any part thereof). The Collateral Agent hereby accepts such appointment.

15.3         Distribution of Payments. Whenever any payment is received by the Administrative Agent from the Borrowers or any other Security Party for the account of the Lenders, or any of them, whether of principal or interest on the Notes, commissions, fees under Section 13 or otherwise, it will thereafter cause to be distributed on the same day if received before 3 p.m. New York time, or on the next day if received thereafter, like funds relating to such payment ratably to the Lenders according to their respective Commitments, in each case to be applied according to the terms of this Agreement.

15.4         Holder of Interest in Notes. The Agents may treat each Lender as the holder of all of the interest of such Lender in the Notes.

15.5         No Duty to Examine, Etc. The Agents shall not be under a duty to examine or pass upon the validity, effectiveness or genuineness of any of this Agreement, the Notes, the Security Documents or any instrument, document or communication furnished pursuant to this Agreement or in connection therewith or in connection with the Notes or any Security Document, and the Agents shall be entitled to assume that the same are valid, effective and genuine, have been signed or sent by the proper parties and are what they purport to be.

15.6         Agents as Lenders. With respect to that portion of the Facilities made available by it, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders” shall include each Agent in its capacity as a Lender. Each Agent and its affiliates may accept deposits from, lend money to and generally engage in any kind of business with, the Borrowers and the other Security Parties, as if it were not an Agent.

15.7         Acts of the Agents. Each Agent shall have duties and reasonable discretion, and shall act as follows:

(A)          Obligations of the Agents. the obligations of each Agent under this Agreement, under the Notes and under the Security Documents are only those expressly set forth herein and therein.

(B)           No Duty to Investigate. no Agent shall at any time be under any duty to investigate whether an Event of Default, or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred or to investigate the performance of this Agreement, the Notes or any Security Document by any Security Party.

(C)           Discretion of the Agents. each Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, and with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, this Agreement, the Notes and the Security Documents, unless the Administrative Agent shall have been instructed by the Majority Lenders to exercise such rights or to take or refrain from

34

taking such action; provided, however, that no Agent shall be required to take any action which exposes such Agent to personal liability or which is contrary to this Agreement or applicable law.

(D)          Instructions of Majority Lenders. each Agent shall in all cases be fully protected in acting or refraining from acting under this Agreement, under the Notes, or under any Security Document in accordance with the instructions of the Majority Lenders, and any action taken, or failure to act pursuant to such instructions, shall be binding on all of the Lenders.

15.8         Certain Amendments. Neither this Agreement, the Notes nor any of the Security Documents nor any terms hereof or thereof may be amended unless such amendment is approved by the Borrowers and the Majority Lenders, provided that no such amendment shall, without the written consent of each Lender affected thereby, (i) reduce the interest rate or extend the time of a scheduled payment of principal or interest or fees on the Facilities, or reduce the principal amount of the Facilities or any fees hereunder, (ii) increase or decrease the Commitment of any Lender or subject any Lender to any additional obligation (it being understood that a waiver of any Event of Default, other than a payment default, or any mandatory repayment of the Facilities shall not constitute a change in the terms of any Commitment of any Lender), (iii) amend, modify or waive any provision of this Section 15.8, (iv) amend the definition of Majority Lenders or any other definition referred to in this Section 15.8, (v) consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Agreement, or (vi) release any Security Party from any of its obligations under any Security Document except as expressly provided in Section 2.2(k) of the Mortgages (provided that the requirement under this subparagraph (vi) is not intended to extend to amendments to, or temporary waivers of, obligations unless the subject matter of such obligation is identified elsewhere in this Section 15.8); provided, further, that approval by all Lenders shall be required for any amendment or waivers with respect to the prepayment provisions contained in Section 5.3 of this Agreement. All amendments approved by the Majority Lenders under this Section 15.8 must be in writing and signed by the Borrowers, each of the Lenders comprising the Majority Lenders and, if applicable, each Lender affected thereby and any such amendment shall be binding on all the Lenders; provided, however, that any amendments or waivers with respect to the prepayment provisions contained in Section 5.3 of this Agreement must be in writing and signed by the Borrowers and all of the Lenders.

15.9         Assumption re Event of Default. Except as otherwise provided in Section 15.15, the Administrative Agent shall be entitled to assume that no Event of Default, or event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and is continuing, unless the Administrative Agent has been notified by any Security Party of such fact, or has been notified by a Lender that such Lender considers that an Event of Default or such an event which with the giving of notice or lapse of time, or both, would constitute an Event of Default (specifying in detail the nature thereof) has occurred and is continuing. In the event that the Administrative Agent shall have been notified, in the manner set forth in the preceding sentence, by any Security Party or any Lender of any Event of Default or of an event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, the Administrative Agent shall notify the Lenders and shall take action and assert such rights under

35

this Agreement, under the Notes and under Security Documents as the Majority Lenders shall request in writing.

15.10       Limitations of Liability. Except as otherwise provided in Section 15.1, neither any Agent nor any of the Lenders shall be under any liability or responsibility whatsoever:

(A)          to any Security Party or any other person or entity as a consequence of any failure or delay in performance by, or any breach by, any other Lenders or any other person of any of its or their obligations under this Agreement or under any Security Document;

(B)           to any Lender or Lenders as a consequence of any failure or delay in performance by, or any breach by, any Security Party of any of its respective obligations under this Agreement, under the Notes or under the Security Documents; or

(C)           to any Lender or Lenders for any statements, representations or warranties contained in this Agreement, in any Security Document or in any document or instrument delivered in connection with the transaction hereby contemplated; or for the validity, effectiveness, enforceability or sufficiency of this Agreement, the Notes, any Security Document or any document or instrument delivered in connection with the transactions hereby contemplated.

15.11       Indemnification of the Agents. The Lenders agree to indemnify each Agent (to the extent not reimbursed by the Security Parties or any thereof), pro rata according to the respective amounts of their Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including legal fees and expenses incurred in investigating claims and defending itself against such liabilities) which may be imposed on, incurred by or asserted against, such Agent in any way relating to or arising out of this Agreement, the Notes or any Security Document, any action taken or omitted by such Agent thereunder or the preparation, administration, amendment or enforcement of, or waiver of any provision of, this Agreement, the Notes or any Security Document, except that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct.

15.12       Consultation with Counsel. Each of the Agents may consult with legal counsel reasonably selected by such Agent and shall not be liable for any action taken, permitted or omitted by it in good faith in accordance with the advice or opinion of such counsel.

15.13       Resignation. Any Agent may resign at any time by giving thirty (30) days’ written notice thereof to the other Agents, the Lenders and the Borrower. Upon any such resignation, the Lenders shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent’s giving notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent which shall be a bank or trust company of recognized standing. Any resignation by an Agent pursuant to this Section 15.13 shall be effective only upon the appointment of a successor Agent. The appointment of any successor Agent shall be

36

subject to the prior written consent of the Borrower, such consent not to be unreasonably withheld. After any retiring Agent’s resignation as Agent hereunder, the provisions of this Section 15 shall continue in effect for its benefit with respect to any actions taken or omitted by it while acting as Agent.

15.14       Representations of Lenders. Each Lender represents and warrants to each other Lender and each Agent that:

(A)          in making its decision to enter into this Agreement and to make its Commitment available hereunder, it has independently taken whatever steps it considers necessary to evaluate the financial condition and affairs of the Security Parties, that it has made an independent credit judgment and that it has not relied upon any statement, representation or warranty by any other Lender or any Agent; and

(B)           so long as any portion of its Commitment remains outstanding, it will continue to make its own independent evaluation of the financial condition and affairs of the Security Parties.

15.15       Notification of Event of Default. The Administrative Agent hereby undertakes to promptly notify the Lenders, and the Lenders hereby promptly undertake to notify the Administrative Agent and the other Lenders, of the existence of any Event of Default, which shall have occurred and be continuing, of which the Administrative Agent or Lender has actual knowledge.

15.16       No Agency or Trusteeship if DNB NOR only Lender. If at any other time DNB NOR Bank ASA, New York branch, is the only Lender, all references to the terms “Administrative Agent” and “Collateral Agent” shall be deemed to be references to DNB NOR Bank ASA, New York branch as Lender and not as Administrative Agent or Collateral Agent.

16.           NOTICES AND DEMANDS

16.1         Notices. All notices, requests, demands and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile transmission or similar writing) and shall be given to the Borrowers and the Agents at the address or facsimile number set forth in the signature pages to this Agreement and to the Lenders at their address and facsimile numbers set forth in Schedule 1 or at such other address or facsimile numbers as such party may hereafter specify for the purpose by notice to each other party hereto. Each such notice, request or other communication shall be deemed to have been received (provided that it is received prior to 2 p.m. New York time), (i) if given by facsimile, on the date of dispatch thereof (provided that if the date of dispatch is not a Business Day in the locality of the party to whom such notice or communication is sent it shall be deemed to have been received on the next following Business Day in such locality), and (ii) if given by mail, prepaid overnight courier or any other means, when received at the address specified in this Section or when delivery at such address is refused.

37

17.           MISCELLANEOUS

17.1         Time of Essence. Time is of the essence with respect to this Agreement but no failure or delay on the part of any Lender or the Agents to exercise any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise by any Lender or the Agents of any power or right hereunder preclude any other or further exercise thereof or the exercise of any other power or right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law.

17.2         Unenforceable, etc., Provisions–Effect. In case any one or more of the provisions contained in this Agreement, the Notes or in any Security Document would, if given effect, be invalid, illegal or unenforceable in any respect under any law applicable in any relevant jurisdiction, said provision shall not be enforceable against the relevant Security Party, but the validity, legality and enforceability of the remaining provisions herein or therein contained shall not in any way be affected or impaired thereby.

17.3         References. References herein to Sections, Exhibits and Schedules are to be construed as references to sections of, exhibits to, and schedules to, this Agreement, unless the context otherwise requires.

17.4         Further Assurances. The Borrowers agree that if this Agreement or any Security Document shall, in the reasonable opinion of the Lenders, at any time be deemed by the Agents or the Lenders for any reason insufficient in whole or in part to carry out the true intent and spirit hereof or thereof, it will execute or cause to be executed such other and further assurances and documents as in the opinion of the Lenders may be required in order to more effectively accomplish the purposes of this Agreement, the Notes or any Security Document.

17.5         Prior Agreements, Merger. Any and all prior understandings and agreements heretofore entered into between the Security Parties on the one part, and the Agents or the Lenders, on the other part, whether written or oral, other than the Fee Letter, are superseded by and merged into this Agreement and the other agreements (the forms of which are exhibited hereto) to be executed and delivered in connection herewith to which the Security Parties, the Agents and/or the Lenders are parties, which alone fully and completely express the agreements between the Security Parties, the Agents and the Lenders.

17.6         Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties hereto. Subject to Section 15.8, any provision of this Agreement, the Notes or any Security Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Borrowers, the Agents and the Majority Lenders. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one and the same instrument.

17.7         Indemnification. The Borrowers and, by its execution and delivery of the Consent and Agreement set forth below, each of the other Security Parties jointly and severally agree to indemnify each Lender and the Agents, their respective successors and assigns, and their respective officers, directors, employees, representatives and agents (each an “Indemnitee”) from, and hold each of them harmless against, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such

38

Indemnitee in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may at any time (including, without limitation, at any time following the payment of the obligations of the Borrowers hereunder) be imposed on, asserted against or incurred by, any Indemnitee as a result of, or arising out of or in any way related to or by reason of, (a) any violation by any Security Party of any applicable Environmental Law, (b) any Environmental Action arising out of the management, use, control, ownership or operation of property or assets by any Security Party (or, after foreclosure, by any Lender or the Agents or any of their respective successors or assigns), (c) the breach of any representation, warranty or covenant set forth in Sections 2.1 (p) or 9.1(l), (d) the Credit Facilities (including the use of the proceeds of the Credit Facilities and any claim made for any brokerage commission, fee or compensation from any Person), or (e) the execution, delivery, performance or non-performance by a Security Party of this Agreement, the Notes, any Security Document, or any of the documents referred to herein or contemplated hereby (whether or not the Indemnitee is a party thereto). If and to the extent that the obligations of the Security Parties under this Section are unenforceable for any reason, the Borrowers and, by its execution and delivery of the Consent and Agreement set forth below, each of the other Security Parties jointly and severally agree to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The obligations of the Security Parties under this Section 17.7 shall survive the termination of this Agreement and the repayment to the Lenders of all amounts owing thereto under or in connection herewith.

17.8         Headings. In this Agreement, section headings are inserted for convenience of reference only and shall not be taken into account in the interpretation of this Agreement.

17.9         WAIVER OF IMMUNITY. TO THE EXTENT THAT ANY SECURITY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM SUIT, JURISDICTION OF ANY COURT OR ANY LEGAL PROCESS (WHETHER THROUGH ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OF A JUDGMENT, OR FROM ANY OTHER LEGAL PROCESS OR REMEDY) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH SECURITY PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS LOAN AGREEMENT AND THE OTHER SECURITY DOCUMENTS.

39

IN WITNESS whereof, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives as of the day and year first above written.

CONSENT AND AGREEMENT

Each of the undersigned, referred to in the foregoing Agreement as the “Guarantors”, hereby consents and agrees to said Agreement and to the documents contemplated thereby and to the provisions contained therein relating to conditions to be fulfilled and obligations to be performed by the undersigned pursuant to or in connection with said Agreement and agrees particularly to be bound by the representations, warranties and covenants relating to the undersigned contained in Sections 2 and 9 of said Agreement to the same extent as if the undersigned were a party to said Agreement.

SCHEDULE 1

PERCENTAGES AND MAXIMUM DOLLAR COMMITMENTS