EXHIBIT 10.1

THIS AGREEMENT is dated 22nd February, 2001 between:

(1) NAVIERA TEEKAY GAS S.L., (formerly known as Naviera F. Tapias Gas S.A.) a company organised and existing under the laws of Spain, whose registered office is at C/Musgo n 5, 2 degrees Plta., LA FLORIDA, 28023 Madrid (the "BORROWER");

(2) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the "BANKS");

(3) J.P. MORGAN EUROPE LIMITED (formerly Chase Manhattan International Limited) as agent (the "AGENT");

(4) J.P. MORGAN BANK S.A. (formerly The Chase Manhattan Bank CMB S.A.) in its capacity as Spanish Security Agent (the "SPANISH SECURITY AGENT"); and

(5) J. P. MORGAN plc and J.P. MORGAN BANK S.A. (formerly The Chase Manhattan Bank CMB S.A.) jointly as mandated arranger and lead arranger (together, the "ARRANGER").

IT IS AGREED as follows:

1. INTERPRETATION

1.1 DEFINITIONS

In this Agreement:

"AFFILIATE"

means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

"AGENT'S SPOT RATE OF EXCHANGE"

means, in relation to any currency (other than Dollars) in which any payment is made under this Agreement or any other Finance Document (the "RELEVANT CURRENCY"), the Agent's spot rate of exchange for the purchase of Dollars in the London foreign exchange market with the relevant currency on or about 11.00 a.m. on the day the payment is received or on the next Business Day.

"APPROVED VALUERS"

means each of Poten & Partners, H Clarkson & Company Limited, Braemar Ship Brokers Limited, Seascope Shipping, R.S. Platou Shipbrokers a.s. and such other independent reputable valuers agreed between the Agent (acting in accordance with the instructions of the Majority Banks) and the Borrower from time to time.

"AVAILABILITY PERIOD"

means the period from and including the date of this Agreement to and including the earlier of (i) the Final Maturity Date and (ii) the earlier of the date of the occurrence of an Event of Default which is continuing and the date upon which the Borrower becomes obliged to prepay the whole of any Loans then outstanding pursuant to Clause 7.3.

"BUILDER"

means Daewoo Shipbuilding and Marine Engineering Co. Ltd (formerly Daewoo Heavy Industries Ltd.), a company organised and existing under the laws of Korea with its registered office at 541, Namdaemun-no 5-ga, Chung-gu, Seoul, Korea.

"BUSINESS DAY"

means a day (other than a Saturday or a Sunday) on which banks are open for business in London, Madrid and New York.

"BREAK COSTS"

means the amount (if any) which a Bank is entitled to receive under Clause
24.3 (Break Costs) as compensation if any part of a Loan or overdue amount is repaid or prepaid.

"CAPITAL COSTS SIDE LETTER"

means the side letter to the Time Charter entered into on or about the date of this Agreement between the Time Charterer and the Borrower pursuant to which the parties agree to the charterhire under the Time Charter being calculated subsequent to closing of the swap agreement with JPMorgan Chase Bank N.A. (as novated from J.P. Morgan Bank S.A.).

"CHARTER"

means any charter or other contract for the employment of the Vessel which may be entered into by the Borrower with a Charterer in accordance with the terms and conditions of this Agreement, including, but not limited to, the Time Charter.

"CHARTERER"

means the Time Charterer or any charterer of the Vessel from time to time.

"COMMITMENT"

means:

(a) in relation to an Existing Bank (as defined in Clause 27.2 (Transfers by Banks)) which is a Bank on the date of this Agreement, the amount in Dollars set opposite its name in Schedule 1 and the amount of any other Bank's Commitment acquired by it under Clause 27 (Changes to the Parties); and

(b) in relation to a New Bank (as defined in Clause 27.2 (Transfers by Banks)) which becomes a Bank after the date of this Agreement, the amount of any other Bank's Commitment acquired by it under Clause 27 (Changes to the Parties),

to the extent not cancelled, reduced or transferred under this Agreement.

"DATE OF TOTAL LOSS"

means the date of Total Loss of the Vessel which date shall be deemed to have occurred:

(a) in the case of an actual total loss, on the actual date and at the time the Vessel was lost or, if such date is not known, on the date on which the Vessel was last reported;

(b) in the case of a constructive total loss, upon the date and at the time notice of abandonment is given to the insurers for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;

(c) in the case of a compromised or arranged total loss, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers;

(d) in the case of requisition for title or other compulsory acquisition, on the date upon which the relevant requisition for title or other compulsory acquisition occurs; and

(e) in the case of capture, seizure, arrest, detention, requisition for hire or confiscation by any government or by persons acting or purporting to act on behalf of any government which deprives the Borrower or, as the case may be, any Charterer of the use of the Vessel for more than 60 days, upon the expiry of the period of 60 days after the date upon which the relevant capture, seizure, arrest, detention or confiscation occurred.

"DEFAULT"

means an Event of Default or a Potential Event of Default.

"DELIVERY DATE"

means the date of actual delivery of the Vessel to the Borrower under the terms of the Newbuilding Contract.

"DELIVERY DATE INSTALMENT"

means the amount due and payable by the Borrower to the Builder under the Newbuilding Contract on the Delivery Date.

"DISBURSEMENT ACCOUNT"

means an account in the name of the Borrower opened and maintained with JPMorgan Chase Bank, N.A. with the account number 24136702, into which proceeds of Loans may be paid by the Agent from time to time in accordance with the provisions of this Agreement.

"DISTRIBUTION LOAN"

means a Loan used or intended to be used by the Borrower to fund cash distributions to its Holding Company, Teekay LNG Partners LP, a Marshall Islands company, and its successors and assigns.

"DOLLARS" or "US$"

means the lawful currency for the time being of the United States of America.

"DRAWDOWN DATE"

means the date of the advance of a Loan.

"EARNINGS"

means all present and future moneys and claims which are earned by or become payable to or for the account of the Borrower in connection with the operation or ownership of the Vessel and including but not limited to:

(a) freights, passage and hire moneys (whether earned under any Charter or otherwise);

(b) remuneration for salvage and towage services;

(c) demurrage and detention moneys;

(d) all present and future moneys and claims payable to the Borrower in respect of any breach or variation of a Charter in respect of the Vessel (other than moneys, if any, which represent agreed reimbursement by a Charterer of costs and expenses incurred by the Borrower in connection with such Charter); and

(e) all moneys and claims in respect of the requisition for hire of the Vessel.

"EARNINGS ACCOUNT"

means an account or accounts in the name of the Borrower opened and maintained with JPMorgan Chase Bank, N.A. with the account number 24136703.

"ENVIRONMENT"

means:

(a) any land including, without limitation, surface land and sub-surface strata, sea bed or river bed under any water (as referred to below) and any natural or man-made structures;

(b) water including, without limitation, coastal and inland waters, surface waters, ground waters and water in drains and sewers; and

(c) air including, without limitation, air within buildings and other natural or man-made structures above or below ground.

"ENVIRONMENTAL AFFILIATE"

means any Affiliate of either of the Borrower or any other Manager together with their employees and sub-contractors.

"ENVIRONMENTAL APPROVALS"

means any permit, licence, approval, ruling, variance, exemption or other authorisation required under applicable Environmental Laws.

"ENVIRONMENTAL CLAIM"

means any claim by any person or persons or any governmental, judicial or regulatory authority which arises out of any allegation of any breach, contravention or violation of Environmental Law or of the existence of any liability or potential liability arising from such breach, contravention or violation or the presence of Hazardous Material. In this context "claim" means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action.

"ENVIRONMENTAL LAWS"

means any or all applicable law (whether civil, criminal or administrative), common law, statute, statutory instrument, treaty, convention, regulation, directive, by-law, demand, decree, ordinance, injunction, resolution, order, judgment, rule, permit, licence or restriction (in each case having the force of law) and codes of practice or conduct, circulars and guidance notes having legal or judicial import or effect, in each case of any government, quasi-government, supranational, federal, state or local government, statutory or regulatory body, court, agency or association in any applicable jurisdiction relating to or concerning:

(a) pollution or contamination of the Environment, any ecological system or any living organisms which inhabit the Environment or any ecological system;

(b) the generation, manufacture, processing, distribution, use (including abuse), treatment, storage, disposal, transport or handling of Hazardous Materials; and

(c) the emission, leak, release, spill or discharge into the Environment of noise, vibration, dust, fumes, gas, odours, smoke, steam effluvia, heat, light, radiation (of any kind), infection, electricity or any Hazardous Material and any matter or thing capable of constituting a nuisance or an actionable tort or breach of statutory duty of any kind in respect of such matters,

including, without limitation, the following laws of the United States of America: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Oil Pollution Act of 1990, as amended, the Resource Conservation and Recovery Act, as amended, and the Toxic Substances Control Act, as amended, together, in each case, with the regulations promulgated and the guidance issued pursuant thereto.

"ENVIRONMENTAL PERMITS"

means all or any permits, licences, consents, approvals, certificates, registrations, and other authorisations and the filing of all notifications, reports and assessments required under any Environmental Law for the operation of the Vessel or the carriage of cargo therein or otherwise applicable to the Vessel.

"EVENT OF DEFAULT"

means an event specified as such in Clause 19.1 (Events of Default).

"EXCESS RISKS"

means:

(a) the proportion of claims for general average, salvage and salvage charges which are not recoverable as a result of the value at which the Vessel is assessed for the purpose of such claims exceeding her hull and machinery insured value; and

(b) collision liabilities not recoverable in full under the hull and machinery insurance by reason of those liabilities exceeding such proportion of the insured value of the Vessel as is covered by the hull and machinery insurance.

"EXPECTED DELIVERY DATE"

means 30th November, 2002.

"FACILITY"

means the revolving credit facility referred to in Clause 2.1 (Facility).

"FACILITY OFFICE"

means the office(s) notified by a Bank to the Agent:

(a) on or before the date it becomes a Bank; or

(b) by not less than five Business Days' notice,

as the office(s) through which it will perform all or any of its obligations under this Agreement.

"FEE LETTERS"

means the letters between the Arranger and the Borrower and between the Agent and the Borrower dated on or about the date of this Agreement and relating to the payment of fees by the Borrower in consideration of the granting of this Facility, including but not limited to the supplemental fee letter entered into between the Agent and the Borrower dated [ ], 2005.

"FINAL MATURITY DATE"

means the earlier of:

(a) the seventh anniversary of the Delivery Date; and

(b) 18th July, 2010.

"FINANCE DOCUMENT"

means this Agreement, the Supplemental Agreement, each Security Document, each Fee Letter, a Novation Certificate or any other document designated as such by the Agent and the Borrower.

"FINANCE PARTY"

means the Arranger, any Bank, the Agent or the Spanish Security Agent.

"FINANCIAL INDEBTEDNESS"

means any indebtedness in respect of:

(a) moneys borrowed and debit balances at banks and other financial institutions;

(b) any debenture, bond, note, loan stock or other similar debt instrument;

(c) any acceptance or documentary credit;

(d) receivables sold or discounted (otherwise than on a non-recourse basis);

(e) the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset (other than normal trade credit not exceeding 180 days);

(f) any leases (whether in respect of land, machinery, equipment or otherwise) entered into primarily as a method of raising finance or financing the acquisition of the asset leased;

(g) any currency swap or interest swap, cap or collar arrangements or any other derivative instrument;

(h) any amounts raised under any other transaction having the commercial effect of a borrowing or raising of money; or

(i) any guarantee, indemnity or similar assurance in respect of any of the foregoing.

"GAAP"

means generally accepted accounting principles in Spain as in effect as of the date of this Agreement pursuant to the pronouncements, statements, rules and regulations of the Spanish Institute of Accountancy and Audit of Accounts "Instituto de Contabilidad y Auditoria de Cuentas".

"GENERAL ASSIGNMENT"

means the general assignment of, inter alia, the Earnings, the Obligatory Insurances, the Earnings Account, the Disbursement Account, the Time Charter, the Time Charter Guarantee and each other Charter granted or to be granted in favour of the Agent by the Borrower, together with any and all notices and acknowledgements entered into in connection therewith.

"GENERAL REVOLVING LOAN"

means a Loan other than a Distribution Loan.

"GROUP"

means the Guarantor and the Borrower and their respective Affiliates and associated companies.

"GUARANTEE"

means the guarantee of the obligations of the Borrower to the Finance Parties given by the Guarantor in favour of the Agent on or about the date of this Agreement as amended, supplemented and/or confirmed by an amendment and confirmation agreement dated on or around the date of the Supplemental Agreement. "GUARANTOR"

means Teekay Shipping Spain S.L. (formerly Naviera F. Tapias S.A.), a company organised and existing under the laws of Spain and having its registered office at C/Musgo no 5, 2(degree) Plta., LA FLORIDA, 28023 Madrid.

"HAZARDOUS MATERIAL"

means any element or substance, whether natural or artificial, and whether consisting of gas, liquid, solid or vapour, whether on its own or in any combination with any other element or substance, which is listed, identified, defined or determined by any Environmental Law or other applicable law to be, to have been, or to be capable of being or becoming harmful to mankind or any living organism or damaging to the Environment, including, without limitation, oil (as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended).

"HOLDING COMPANY"

means, in relation to a person, an entity of which that person is a Subsidiary.

"INFORMATION MEMORANDUM"

means the Information Memorandum dated 8th November, 2000 and prepared by the Arranger on the basis of information provided to it by the Borrower in connection with this Agreement.

"INSTALMENT"

means an amount due and payable by the Borrower to the Builder in respect of the purchase price under the Newbuilding Contract.

"INSURERS"

means the underwriters or insurance companies with whom any Obligatory Insurance is effected and the managers of any protection and indemnity or war risks association in which the Vessel may at any time be entered.

"ISM CODE"

means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organization Assembly as Resolutions A.741(18) and A.788(19), as the same may have been or may be amended or supplemented from time to time. The terms "SAFETY MANAGEMENT system", "SAFETY MANAGEMENT CERTIFICATE", "DOCUMENT OF COMPLIANCE" and "MAJOR NON-CONFORMITY" shall have the same meanings as are given to them in the ISM Code.

"LIBOR"

means:

(a) in respect of a Rate Fixing Day, the rate per annum determined on the basis of the offered rates for deposits in Dollars for a period comparable in duration to the relevant Term which appear on the Telerate Page 3750 at or about 11.00 a.m. on the day that is two London Business Days preceding that Rate Fixing Day;

(b) if the rate cannot be determined under paragraph (a) above, the arithmetic mean (rounded upward to the nearest 1/16th of one per cent.) of the rates per annum, as supplied to the Agent at its request, quoted by the Reference Banks to leading banks in the London interbank market at or about 11.00 a.m. two London Business Days before the relevant Rate Fixing Day for the offering of deposits in Dollars for a period comparable to the Term; or

(c) if the rate cannot be determined under paragraph (a) or paragraph
(b) above, the rate supplied to the Agent at its request by the British Bankers' Association for the offering of deposits in Dollars for a period commencing on the Rate Fixing Day and comparable to the Term.

"LOAN"

means each amount of the Facility which is advanced by the Banks to the Borrower in accordance with this Agreement or the principal amount thereof from time to time outstanding under this Agreement, each of which shall be designated by the Borrower as being either a Distribution Loan or a General Revolving Loan and "Loans" means all such advances.

"LONDON BUSINESS DAY"

means a day (other than a Saturday or Sunday) on which banks are open for business in London.

"LOSSES"

means each and every liability, loss, charge, claim, demand, action, proceeding, damage, judgment, order or other sanction, enforcement, penalty, fine, fee, commission, interest, lien, salvage, general average, cost and expense of whatsoever nature suffered or incurred by or imposed on any Finance Party.

"MAJORITY BANKS"

means, at any time, Banks:

(a) whose participations in the outstanding Loans and whose undrawn Commitments then aggregate more than 662/3 per cent. of the outstanding Loans and the undrawn Commitments of all the Banks;

(b) if there is no Loan then outstanding, whose undrawn Commitments then aggregate more than 662/3 per cent. of the Total Commitments; or

(c) if there is no Loan then outstanding and the Total Commitments have been reduced to nil, whose commitments aggregated more than 662/3 per cent. of the Total Commitments immediately before the reduction.

"MANAGER"

means the Borrower, a member of the Group, the Technical Manager or such other manager as the Agent may approve or appoint in accordance with the terms of this Agreement on terms acceptable to the Banks.

"MANDATORY COST"

means the cost imputed to the Banks of compliance with:

(a) the cash ratio and special deposit requirements of the Bank of England or any other relevant central bank and/or any banking supervision or other costs imposed by the Financial Services Authority, as determined in accordance with Schedule 6; and

(b) any other applicable regulatory or central bank requirement relating to any Loan made available by a Bank through a branch in a jurisdiction of the currency of that Loan including any reserve asset requirements of the European Central Bank.

"MARGIN"

means 1.20 per cent. per annum.

"MATERIAL ADVERSE EFFECT"

means a material adverse effect on the Borrower's or the Guarantor's ability to meet their respective obligations to each Finance Party under the Finance Documents.

"MATERIALS OF ENVIRONMENTAL CONCERN"

means and includes all pollutants, contaminants, toxic substances, oil as defined in the United States Oil Pollution Act 1990 and hazardous substances as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act 1980.

"MATURITY DATE"

means the last day of the Term of a Loan.

"MORTGAGE"

means a first priority Spanish law ship mortgage in respect of the Vessel to be given in favour of each of the Banks (jointly and severally) by the Borrower substantially in the form of Appendix A.

"NEWBUILDING ASSIGNMENT"

means the assignment of, inter alia the Newbuilding Contract, the Refund Guarantee and the Performance Guarantee granted or to be granted in favour of the Agent by the Borrower, together with any and all notices and acknowledgements entered into in connection therewith.

"NEWBUILDING CONTRACT"

means the agreement dated 31st March, 2000 between the Time Charterer and the Builder for the design, construction, testing and delivery of the Vessel as novated in favour of the Borrower and amended pursuant to a deed of novation dated on or about the date of this Agreement between, inter alia, the Builder, the Time Charterer and the Borrower, together with the Repayment Agreement.

"NOVATION CERTIFICATE"

has the meaning given to it in Clause 27.3 (Procedure for novations).

"OBLIGATORY INSURANCES"

means:

(a) all contracts and policies of insurance and all entries in clubs and/or associations which are from time to time required to be effected and maintained in accordance with this Agreement in respect of the Vessel; and

(b) all benefits under the contracts, policies and entries under paragraph (a) above and all claims in respect of them and the return of premiums.

"PARTY"

means a party to this Agreement.

"PERFORMANCE GUARANTEE"

means the performance guarantee issued by New Hampshire Insurance Company in favour of the Time Charterer on 31st May, 2000 (the "ORIGINAL REFUND GUARANTEE") together with the Rider thereto issued or to be issued by New Hampshire Insurance Company amending the Original Refund Guarantee so that it is given in favour of the Borrower in connection with the Newbuilding Contract.

"PERMISSIBLE DELAYS INSURANCES"

means insurance in respect of a Permissible Delay (as that term is defined in the Newbuilding Contract).

"PERMITTED LIENS"

means:

(a) Security Interests created by the Security Documents;

(b) liens for unpaid crew's wages outstanding in the ordinary course of trading for not more than one calendar month after the due date for payment;

(c) liens for salvage;

(d) liens for classification or scheduled dry docking or for necessary repairs to the Vessel whose aggregate cost does not exceed US$2,500,000 at any one time; and

(e) liens for collision,

and

(i) liens for master's disbursements incurred in the ordinary course of trading; and

(ii) to the extent they are fully subordinate to the Security Interest created by the Mortgage on the Vessel any other liens arising in the ordinary course of operation of the Vessel,

in each case provided that such amounts are paid when due or, if not paid when due are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided), provided further that such proceedings, whether by payment of adequate security into Court or otherwise, do not give rise to a material risk of the Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on the Agent, the Spanish Security Agent or on any of the Banks.

"PLEDGE OF QUOTA SHARES"

means the pledge of the quota shares of the Borrower, given or to be given by the Shareholder in favour of the Spanish Security Agent for each of the Banks.

"POTENTIAL EVENT OF DEFAULT"

means an event which, with the giving of notice, lapse of time, determination of materiality or fulfilment of any other applicable condition (or any combination of the foregoing), would constitute an Event of Default.

"PRE-DELIVERY INSURANCE"

means all insurance required to be effected and maintained by the Builder pursuant to the Newbuilding Contract.

"PURCHASE OPTION SIDE LETTER"

means the side letter to the Time Charter dated on or about the date of this Agreement between the Charterer and the Borrower setting out the terms of the purchase option comprised in Clause 45 of the Time Charter.

"RATE FIXING DAY"

means the first day of a Term for a Loan.

"REFERENCE BANKS"

means, subject to Clause 27.4 (Reference Banks), the London branches of J.P. Morgan Bank S.A., Commerzbank Aktiengesellschaft and Calyon (formerly, amongst other things, Credit Agricole Indosuez).

"REFUND GUARANTEE"

means the refund guarantee issued by New Hampshire Insurance Company in favour of the Time Charterer on 31st May, 2000 (the "ORIGINAL REFUND GUARANTEE") together with the Rider thereto issued or to be issued by New Hampshire Insurance Company amending the Original Refund Guarantee so that it is given in favour of the Borrower in connection with the Newbuilding Contract.

"RELATED CONTRACTS"

means any or all of the following (as the context requires):

(a) the Newbuilding Contract;

(b) the Time Charter;

(c) any other Charter;

(d) the Refund Guarantee;

(e) the Performance Guarantee;

(f) any Vessel Management Contract;

(g) any Technical Management Agreement;

(h) the Time Charter Guarantee;

(i) the Obligatory Insurances;

(j) the Capital Costs Side Letter;

(k) the Repayment Agreement; and

(l) the Purchase Option Side Letter.

"RELEASE"

means an emission, spill, release or discharge into or upon the air, surface water, groundwater, or soils of any Materials of Environmental Concern for which the Borrower has any liability under Environmental Law, except in accordance with a valid Environmental Approval.

"REPAYMENT AGREEMENT"

means the repayment agreement dated on or about the date of this Agreement and entered into between the Borrower and the Charterer (the "ORIGINAL BUYER") under which the Borrower pays the sum to enable novation of the Newbuilding Contract in favour of the Borrower.

"REQUEST"

means a request made by the Borrower for a Loan, substantially in the form of Schedule 4.

"REQUIRED AMOUNT"

means that amount which at the relevant time is 120 per cent. of the higher of:

(a) the aggregate of the outstanding Loans as advised by the Agent from time to time; and

(b) the value of the Vessel, as valued in accordance with Clause 18 (Valuation).

"ROLLOVER LOAN"

means one or more Loans:

(a) to be made on the same day that a maturing Loan is due to be repaid;

(b) the aggregate amount of which is equal to or less than the maturing Loan; and

(c) to be made for the purpose of refinancing a maturing Loan.

"SECURED LIABILITIES"

means all present and future obligations and liabilities (actual or contingent) of the Borrower to the Finance Parties under or in connection with any Finance Document.

"SECURITY ASSETS"

means any asset the subject of a Security Interest created by a Security Document.

"SECURITY DOCUMENTS"

means:

(a) the Newbuilding Assignment;

(b) the Mortgage;

(c) the General Assignment;

(d) the Pledge of Quota Shares;

(e) the Vessel Management Assignment;

(f) the Guarantee; and

(g) any other document designated as such in writing by the Borrower and the Agent.

"SECURITY INTEREST"

means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

"SHAREHOLDER"

means the Guarantor.

"SPANISH PUBLIC DOCUMENT"

means an "escritura publica" or "poliza" granted before a Spanish Notary Public.

"SPANISH SECURITY AGENT"

means J. P. Morgan Bank S.A. when acting in its capacity as agent and attorney for each of the Banks (appointed by each Bank under a power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney) in connection with the Pledge of Quota Shares and the Mortgage.

"SUBSIDIARY"

means an entity from time to time of which a person has direct or indirect control or owns directly or indirectly more than fifty per cent. of the share capital or similar right of ownership

"SUPPLEMENTAL AGREEMENT"

means the agreement entered into between, amongst others, the Borrower and the Finance Parties dated [ ], 2005.

"TECHNICAL MANAGER"

means a member of the Group, or Dorchester Maritime Limited, a company incorporated under the laws of the Isle of Man with registered number 31746C and having its registered office at Thornton House, Belmont Hill, Douglas, Isle of Man, IM1 4RE, British Isles or any other counterparty to a Technical Management Agreement approved by the Agent (acting on the instructions of the Majority Banks).

"TECHNICAL MANAGEMENT AGREEMENT"

means the agreement entered into or to be entered into between the Borrower and Indar Energy, together with the side letter in relation thereto between the Borrower, Indar Energy and the Technical Manager for the technical management of the Vessel, or as the case may be, such other agreement for the technical management of the Vessel which may be entered into by the Borrower with a Technical Manager in accordance with the terms and conditions of this Agreement.

"TECHNICAL MANAGEMENT EXPIRY DATE"

means 31st October, 2005, being the date on which the Technical Management Agreement entered into between the Borrower and Indar Energy expires.

"TERM"

means each period determined under this Agreement by reference to which interest on a Loan or an overdue amount is calculated.

"TIME CHARTER"

means the agreement dated on or about the date of this Agreement between the Borrower and the Time Charterer for the time charter of the Vessel, together with:

(a) the Purchase Option Side Letter;

(b) the Capital Costs Side Letter;

(c) any other addendum thereto from time to time.

"TIME CHARTERER"

means Repsol YPF Trading Y Transporte S.A., a company incorporated under the laws of Spain and having its registered office at 278 Paseo de la Castellana, 28046 Madrid, Spain, or any assignee of the Time Charter pursuant to Clause 51 of the Time Charter.

"TIME CHARTER GUARANTEE"

means the time charter guarantee dated on or about the date of this Agreement, issued by Repsol YPF S.A. in favour of the Borrower in connection with the Time Charter.

"TOTAL COMMITMENTS"

means US$100,000,000.

"TOTAL LOSS" includes:

(a) actual, constructive, compromised, agreed or arranged total loss of the Vessel;

(b) requisition for title or other compulsory acquisition of the Vessel otherwise than by requisition for hire;

(c) capture, seizure, arrest, detention, or confiscation of the Vessel by any government or by persons acting or purporting to act on behalf of any government which deprives the Borrower or, as the case may be, any Charterer of the use of the Vessel for more than 60 days after that occurrence; and

(d) requisition for hire of the Vessel by any government or by persons acting or purporting to act on behalf of any government which deprives the Borrower, or, as the case may be, any Charterer of the use of the Vessel.

"VESSEL"

means the 140,500 cbm LNG carrying vessel under construction under the Newbuilding Contract as Hull Number 2205.

"VESSEL MANAGEMENT ASSIGNMENT"

means the assignment of any Vessel Management Contract and any Technical Management Agreement granted or to be granted in favour of the Agent by the Borrower, together with any and all notices and acknowledgements entered into in connection therewith.

"VESSEL MANAGEMENT CONTRACT"

means an agreement which will be entered into between the Borrower and a Manager (in the event that the Borrower itself ceases to be the Manager) for the management of the Vessel in form and substance satisfactory to the Agent in its sole discretion, in accordance with the terms and conditions of this Agreement.

1.2 CONSTRUCTION

(a) In this Agreement, unless the contrary intention appears, a reference to:

(i) an "AMENDMENT" includes a supplement, novation, protocol or re-enactment and "AMENDED" is to be construed accordingly;

(ii) "APPROVED" in Clause 17.39 (Scope of Obligatory Insurances) and Clause 17.41 (Obligatory Insurances) means approved by the Agent in writing;

"ASSETS" includes present and future properties, revenues and rights of every description;

an "AUTHORISATION" includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration and notarisation;

a "MONTH" is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(A) if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that calendar month; or

(B) if a Term commences on the last Business Day of a calendar month, that Term shall end on the last Business Day in the calendar month in which it is to end;

a "REGULATION" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not, in respect of which it is customary for banking and financial institutions to comply with) of any governmental or inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(iii) a law or regulation, or to a provision of a law or regulation, is a reference to that law, regulation or provision as amended or re-enacted;

(iv) a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;

(v) a person includes its successors and assigns;

(vi) a Finance Document or another document is a reference to that Finance Document or that other document as amended;

(vii) a time of day is a reference to London time; and

(viii) a calendar day, week, month or year is a reference to such a period of time as set out in the Gregorian calendar.

(b) Unless the contrary intention appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(c) The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

(d) A document is "IN THE AGREED FORM" for the purposes of the Finance Documents if it is initialled for the purposes of identification as such by the Borrower and the Agent on or before the date of this Agreement.

(e) A person who is not a party to this Agreement may not enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

(f) If the Agent reasonably considers that an amount paid by the Borrower to the Agent under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the Borrower or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of the Finance Documents.

2. THE FACILITY

2.1 FACILITY

Subject to the terms of this Agreement, the Banks agree to make available to the Borrower a revolving credit facility in an aggregate principal amount equal to the Total Commitments. No Bank is obliged to lend more than its Commitment.

2.2 NATURE OF A FINANCE PARTY'S RIGHTS AND OBLIGATIONS

(a) The obligations of a Finance Party under the Finance Documents are several. Failure of a Finance Party to carry out those obligations does not relieve any other Party of its obligations under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of a Finance Party under the Finance Documents are divided rights. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights.

3. PURPOSE

3.1 The Borrower shall use each Loan for general corporatepurposes for itself and other members of the Group provided, however, that any Loan that the Borrower intends to use as a Distribution Loan shall be designated as a Distribution Loan in the Request completed in accordance with Clause 5.2 and such Distribution Loan shall be subject to the repayment terms set forth in Clause 6(d).

3.2 Without affecting the obligations of the Borrower in any way, no Finance Party is bound to monitor or verify the application of any Loan.

4. CONDITIONS PRECEDENT

4.1 INITIAL CONDITIONS PRECEDENT

The obligations of each Finance Party to the Borrower under this Agreement are subject to the conditions precedent that the Agent has notified the Borrower and the Banks that it has received all of the documents set out in Schedule 2 (Initial Conditions Precedent Documents) in form and substance satisfactory to the Agent.

4.2 FURTHER CONDITIONS PRECEDENT AND CONDITION SUBSEQUENT

(a) The obligations of each Bank to participate in any Loan under Clause 5.3 (Advance of Loan) are subject to the further conditions precedent that:

(i) on both the date of the Request and the Drawdown Date for that Loan:

(A) the representations and warranties in Clause 16 (Representations and Warranties) to be repeated on those dates are correct and will be correct immediately after the Loan is advanced (and, in relation to Clause 16.14 (Litigation), a certificate of compliance is provided by the Borrower); and

(B) no Default or, in the case of a Rollover Loan, no Event of Default is outstanding or would result from the advancing of the Loan;

(ii) the advancing of the Loan would not cause Clause 2.1 (Facility) to be contravened;

(iii) each Existing Bank (as defined in Clause 27.2 (Transfers by Banks)) as at the Drawdown Date of the relevant Loan has given to the Spanish Security Agent power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney) which power of attorney has been notarised and apostillised; and

(iv) all other terms and conditions under this Agreement to the advancing of a Loan have been satisfied in full.

4.3 MAXIMUM NUMBER

Unless the Agent agrees, a Request may not be given if, as a result, there would be more than ten (10) Loans outstanding.

5. DRAWDOWN

5.1 RECEIPT OF REQUEST

The Borrower may borrow a Loan during the Availability Period if the Agent receives, not later than 10.00 a.m. three Business Days before the Rate Fixing Day for the proposed borrowing, a duly completed Request. Each Request is irrevocable.

5.2 COMPLETION OF REQUESTS

A Request for a loan will not be regarded as having been duly completed unless:

(a) the proposed Drawdown Date is a Business Day falling within the Availability Period;

(b) the amount of the Loan requested is:

(i) a minimum of US$ 10,000,000 or an integral multiple of US$5,000,000; or

(ii) the maximum undrawn amount available under the Facility on the proposed Drawdown Date; or

(iii) such other amount as the Facility Agent may agree;

(c) the payment instructions comply with Clause 10 (Payments);

(d) the proposed Term complies with this Agreement; and

(e) the Loan shall be designated, based upon its intended use, as either a General Revolving Loan or a Distribution Loan.

Only one Loan may be specified in a Request.

5.3 ADVANCE OF LOAN

(a) The Agent shall promptly notify each Bank of the details of the requested Loan and the amount of its participation in that Loan.

(b) Subject to the terms of this Agreement, each Bank shall make its participation in the Loan available to the Agent for the Borrower on the relevant Drawdown Date. The amount of each Bank's participation in the Loan will be the proportion of the Loan which is equal to the proportion which its Commitment bears to the Total Commitments on the proposed Drawdown Date.

6. REPAYMENT

(a) The Borrower must repay each Loan in full on its Maturity Date.

(b) Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) may be reborrowed.

(c) Notwithstanding the foregoing, all Loans must be repaid in full on the Final Maturity Date.

(d) The Borrower will cause the aggregate outstanding principal balance of Distribution Loans to be zero for a period of at least fifteen (15) consecutive Business Days during any twelve (12) month period.

7. PREPAYMENT AND CANCELLATION

7.1 AUTOMATIC CANCELLATION

The Commitment of each Bank shall automatically be cancelled at the close of business on the last day of the Availability Period.

7.2 VOLUNTARY CANCELLATION

(a) The Borrower may, by giving not less than 5 Business Days' prior notice to the Agent, cancel the unutilised amount of the Total Commitments in whole or in part.

(b) Partial cancellation of the Total Commitments must be in a minimum amount of US$ 5,000,000 or in an integral multiple of US$ 5,000,000.

(c) Any cancellation in part will be applied against the Commitment of each Bank pro rata.

7.3 MANDATORY PREPAYMENT

(a) If the Delivery Date does not fall on or before 18th July, 2003, the Borrower shall immediately prepay the whole of any Loans then outstanding.

(b) The Borrower shall be obliged to prepay the whole of any Loans then outstanding in the following circumstances and at the following times:

(i) subject to Clause 7.3A below, if the Vessel is sold, on or before the date on which the sale is completed by delivery of the Vessel to the buyer;

(ii) subject to Clause 7.3A below, if there is a Total Loss, on the earlier of the date falling 60 days after the Date of Total Loss and the date of receipt by the Agent of the proceeds of insurance relating to such Total Loss;

(iii) if the Newbuilding Contract is terminated for any reason, on the date of termination; or

(iv) if the Time Charter is terminated for any reason, on the date of termination.

7.3A VESSEL SUBSTITUTION

(a) The Borrower may, at any time after Delivery of the Vessel following a sale or Total Loss of that Vessel, request the substitution of the Vessel by a replacement vessel. The replacement vessel shall be required to be:

(i) as at the time of substitution, of at least equal value to the Vessel, such valuation to be conducted in accordance with Clause 18;

(ii) of the same or similar type as the Vessel, being an LNG carrier having equivalent or greater capacity than the Vessel, with equivalent or better Classification, having been maintained to a similar standard as the Vessel, capable of loading and discharging at as least a wide a range of ports as the Vessel, acceptable to the Charterer and having been accepted by the Charterer as a substitute vessel or having been the subject of replacement charter arrangements; and

(iii) with the same or a similar remaining useful life as the Vessel,

such determinations to be made in the sole discretion of the Agent acting on behalf of the Lenders (the "REPLACEMENT VESSEL").

(b) Any such request by the Borrower pursuant to Clause 7.3A(a) above (the "REPLACEMENT REQUEST") shall be made to the Agent in writing at least 30 Business Days prior to the proposed date of substitution (the "SUBSTITUTION DATE") and shall be accompanied by evidence of compliance by the Borrower of the conditions specified in Clause 7.3A(a) above.

(c) Subject to satisfaction of the above conditions in full, the Agent shall be required to agree to a Replacement Request provided that:

(i) the Agent has received in writing confirmation from each of the Banks consenting to the Replacement Request; and

(ii) as at the date of either the Replacement Request or the Substitution Date, no Default or Event of Default is outstanding; and

(iii) there are no adverse tax, credit or other relevant implications which it is possible, in the opinion of the Agent, may arise as a result of the substitution;

(iv) the Agent has received a survey in respect of the Replacement Vessel, reasonably satisfactory to the Agent; and

(v) on or prior to the Substitution Date, the Borrower will have executed equivalent Security Documents in relation to the Replacement Vessel, including but not limited to a first priority ship mortgage in a jurisdiction acceptable to the Agent, an assignment of the earnings, obligatory insurances and any management and charter arrangements in respect of the Replacement Vessel, and such other security documents as the Agent may in its sole discretion determine appropriate in order to place the Finance Parties in substantially the same position in all respects (mutatis mutandis) as they would have been in prior to the Substitution Date.

(d) The Borrower agrees that following a Replacement Request it will duly execute and deliver such further documents and instruments and take such further action as the Agent request in order to effect the Replacement Request.

(e) Each of the Agent and the Borrower agree and confirm that the costs in connection with the Replacement Request (including but not limited to the costs of any legal advisers and any costs incurred in valuing and surveying the Replacement Vessel) shall be for the account of the Borrower.

7.4 VOLUNTARY PREPAYMENT

Subject to Clause 17.30(a) (Proceeds from sale or Total Loss of the Vessel), the Borrower may, on giving 3 days' prior written notice to the Agent, prepay the whole or any part of any Loan but if in part in a minimum amount or multiple of US$5,000,000.

7.5 MISCELLANEOUS PROVISIONS

(a) Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans and Commitments. The Agent shall notify the Banks promptly of receipt of any such notice.

(b) All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and Break Costs but subject to Clause 24.4 (Other indemnities), otherwise without premium or penalty.

(c) No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.

(d) In respect of any prepayment under this Agreement, the Borrower must provide evidence satisfactory to the Agent that any consent required by the Borrower or any Finance Party or other creditor of the Borrower in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or any Finance Party has been complied with.

(e) No amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

(f) A Loan (or part of a Loan) which has been voluntarily prepaid may be re-borrowed on the terms of this Agreement. Any Loan the subject of a mandatory or involuntary prepayment may not be re-borrowed.

8. INTEREST

8.1 INTEREST RATE

The rate of interest on each Loan for each Term is the rate per annum determined by the Agent to be the aggregate of the applicable:

(a) Margin;

(b) LIBOR; and

(c) Mandatory Cost.

8.2 DUE DATES

Except as otherwise provided in this Agreement, accrued interest on each Loan is payable by the Borrower on the last day of each Term and also, if the Term is longer than six months, on the dates falling at six-monthly intervals after the first day of that Term.

8.3 DEFAULT INTEREST

(a) If the Borrower fails to pay any amount payable by it under the Finance Documents (other than interest), it shall forthwith on demand by the Agent, pay interest on the overdue amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the "DEFAULT RATE") determined by the Agent to be the aggregate of:

(i) two per cent. per annum;

(ii) the Margin; and

(iii) subject to paragraph (b) below, LIBOR for deposits on call or for successive interest periods of one month.

(b) If any unpaid sum of principal of any Loan is repayable during a Term, the LIBOR applicable to that unpaid sum during the unexpired portion of that Term shall be the LIBOR applicable to it immediately before it fell due.

(c) If the Agent determines (after consultation with the Reference Banks) that Dollar deposits are not being made available to the leading banks in the London Interbank Market, the reference to LIBOR in paragraph (a)(iii) above shall be taken as a reference to a rate representing the cost of funds to the Reference Banks from such other sources as they may from time to time determine.

(d) Unpaid interest shall be capitalised so that it will increase the amount of principal of each Loan and the increased principal amount of each Loan will incur and accrue interest at the default rate.

8.4 NOTIFICATION

The Agent shall promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

9. TERMS

9.1 SELECTION

(a) Each Loan shall have one Term only.

(b) The Borrower must select the Term for a Loan in the relevant Request.

(c) Subject to the following provisions of this Clause, each Term for a Loan will be either one, three or six months or any other period agreed by the Borrower and the Banks.

9.2 NO OVERRUNNING THE FINAL MATURITY DATE

If a Term would otherwise overrun the Final Maturity Date, it shall be shortened so that it ends on the Final Maturity Date.

9.3 NOTIFICATION

The Agent shall promptly notify each relevant Party of the duration of each Term promptly after ascertaining its duration.

9.4 NON BUSINESS DAYS

If a Term would otherwise end on a day which is not a Business Day, that Term shall instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10. PAYMENTS

10.1 PLACE

(a) All payments by the Borrower under the Finance Documents shall be made to the Agent to its account at such office or bank as it may notify to the Borrower for this purpose. In the event the Agent changes its account, office or bank, it shall give the Borrower two Business Days' advance notification of such change.

(b) All amounts to be made available by the Banks to the Agent under this Agreement shall be made available in Dollars and in immediately available, freely transferable, cleared funds at such account at such office or bank as the Agent may designate.

(c) Subject to no Default having occurred and being continuing, and subject to the Agent being satisfied that the relevant amount is due and payable to the Builder under the Newbuilding Contract, the Agent shall forthwith transfer such amounts into the account of the Builder (Account No. 04-029-695) at Bankers Trust Company, Church St. Station, New York, NY 10015 in favour of Daewoo Shipbuilding & Marine Engineering Co. Ltd. as are attributable to Instalments.

(d) On receipt of the funds in paragraph (b) above, and subject to Clause 3 (Purpose) the Agent shall forthwith transfer such amounts not transferred pursuant to paragraph (c) above into the Disbursement Account.

10.2 FUNDS

Subject to Clause 10.1(b), all payments under the Finance Documents to the Agent shall be made for value on the due date at such times and in such funds as the Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in Dollars.

10.3 DISTRIBUTION

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Agent may, however, assume that the sum has been paid to it in accordance with the Finance Documents and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate determined by the Agent to reflect its cost of funds, provided that no such interest shall be payable in relation to such refund to

the extent that such sum to be refunded falls due to be refunded due to the Agent's wilful misconduct or reckless disregard with knowledge of the probable consequences.

(b) Any and all amounts received by the Spanish Security Agent in its capacity as Spanish Security Agent shall be paid to the Agent for application by the Agent pursuant to the provisions of this Agreement.

10.4 CURRENCY

(a) Amounts payable in respect of costs, expenses, taxes and the like are payable in the currency in which they are incurred.

(b) Any other amount payable under the Finance Documents is, except as otherwise provided in the Finance Documents, payable in Dollars.

(c) If the Agent or any other Finance Party receives any payment required to be paid by the Borrower under this Agreement in a currency other than Dollars, the Agent may convert the currency received into Dollars at the Agent's Spot Rate of Exchange and the Indebtedness shall not be deemed reduced by the payment until and except to the extent that the proceeds of conversion are applied towards the Secured Liabilities.

10.5 SET-OFF AND COUNTERCLAIM

All payments made by the Borrower under the Finance Documents shall be made without set-off or counterclaim.

10.6 NON-BUSINESS DAYS

(a) If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal under the Finance Documents interest is payable on the principal at the rate payable on the original due date.

10.7 PAYMENTS

(a) Subject to paragraph (c) below, if the Agent receives any payment from the Borrower under the Finance Documents or a payment by the Spanish Security Agent of a payment from the Borrower, the Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i) FIRSTLY, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and/or any of the Banks under the Finance Documents;

(ii) SECONDLY, in or towards payment pro rata of any principal or accrued interest due but unpaid under this Agreement;

(iii) THIRDLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents; and

(iv) FOURTHLY, the balance, if any, to the Borrower.

(b) In the event a Default has occurred and is continuing, the Agent shall, if so directed by all the Banks, vary the order set out in sub-paragraphs
(a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above shall override any appropriation made by the Borrower.

11. TAXES

11.1 GROSS-UP

(a) All payments by the Borrower under the Finance Documents shall be made without any deduction and free and clear of and without any deduction for or on account of any taxes, except to the extent that the Borrower is required by law to make payment subject to any taxes. If any tax or amounts in respect of tax must be deducted, or any other deductions must be made, from any amounts payable or paid by the Borrower, or paid or payable by the Agent to a Bank, under the Finance Documents, the Borrower shall pay such additional amounts as may be necessary to ensure (having regard to any such deduction on any such additional amount) that the relevant Party receives a net amount equal to the full amount which it would have received had payment not been made subject to tax or any other deduction.

(b) Without prejudice to paragraph (a) above, in relation to an exemption from or application of a rate lower than that of general application in relation to any Non-Residents Income Tax (Impuesto sobre la Renta de No Residentes) pursuant to any double taxation treaty, or pursuant to any other cause relating to residence status, any Bank which is not incorporated in Spain shall supply the Agent (which shall deliver a copy thereof to the Borrower), with a certificate of residence issued by the pertinent fiscal administration, evidencing that such Bank is resident for tax purposes in a country which is a member of the European Union or, as the case may be, is resident for tax purposes in the relevant state which has signed and ratified a treaty for the avoidance of double taxation with Spain, within the meaning of such treaty, prior to the last day of the first Term. As such certificates are, at the date hereof, only valid for a period of one year, each such Bank will be required to so supply a further such certificate upon expiry of the previous certificate in relation to any further payment of interest.

11.2 TAX RECEIPTS

All taxes required by law to be deducted or withheld by the Borrower from any amounts paid or payable under the Finance Documents shall be paid by the Borrower when due and the Borrower shall, within 15 days of the payment being made or, if later, forthwith following receipt of the same, deliver to the Agent for the relevant Bank evidence satisfactory to that Bank (including all relevant tax receipts) that the payment has been duly remitted to the appropriate authority.

11.3 TAX CREDITS

(a) If:

(i) the Borrower makes a payment or increases the amount of any payment, pursuant to Clause 11.1 (Gross-Up) (a "TAX RELATED PAYMENT"); and

(ii) the Agent, the relevant Bank or the other relevant Party obtains a refund of tax or obtains a credit against or relief for any tax paid or otherwise payable by it, in respect of or calculated with reference to the deduction, withholding or payment of tax giving rise to the Tax Related Payment (a "TAX CREDIT"),

then, if and to the extent that the Agent, the relevant Bank or the other relevant Party (as appropriate), in its reasonable opinion, can do so without any adverse consequences for it (other than the mere payment of monies under this provision), it shall reimburse the Borrower such proportion of that Tax Credit as is attributable to the deduction, withholding or payment as will leave the Agent, the relevant Bank or, as the case may be, the other relevant Party (after that reimbursement) in no better or worse position in respect of its relevant tax liabilities than it would have been in if no Tax Related Payment had been required.

(b) The Agent, the relevant Bank and the other relevant Party shall have absolute discretion as to whether to claim any Tax Credit as well as all other reliefs and credits available to it and, if it does claim, the extent, order and manner in which it does so. The Agent, the relevant Bank and the other relevant Party shall not be obliged to disclose any information regarding its tax affairs and computations to the Borrower.

12. MARKET DISRUPTION

12.1 ABSENCE OF QUOTATIONS

If LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply an offered rate by 11.30 a.m. on a Rate Fixing Day, the applicable LIBOR shall, subject to Clause 12.2 (Market disruption), be determined on the basis of the quotations of the remaining Reference Bank(s).

12.2 MARKET DISRUPTION

If, in relation to any proposed Loan:

(a) LIBOR is to be determined by reference to the Reference Banks but no, or only one, Reference Bank supplies a rate by 11.30 a.m. on the Rate Fixing Day or LIBOR is to be determined by reference to the rate supplied to the Agent by the British Bankers' Association and no such rate is supplied by 11.30 a.m. on the Rate Fixing Day or the Agent otherwise determines that adequate and fair means do not exist for ascertaining LIBOR; or

(b) the Agent receives notification from Banks whose participations in a Loan exceed 30 per cent. of that Loan that, in their opinion:

(i) matching deposits may not be available to them in the London interbank market in the ordinary course of business to fund their participations in that Loan for the relevant Term; or

(ii) the cost to them of obtaining matching deposits in the London interbank market would be in excess of LIBOR for the relevant

Term,

the Agent shall promptly notify the Borrower and the Banks of the fact and that this Clause 12 is in operation.

12.3 SUSPENSION OF DRAWDOWNS

If a notification under Clause 12.2 (Market disruption) applies and is continuing, the Finance Parties shall be under no obligation to advance any further Loans. However, within five Business Days of receipt of the notification, the Borrower and the Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding applicable to any future Loans. Any alternative basis agreed shall be, with the prior consent of all the Banks, binding on all the Parties.

12.4 ALTERNATIVE BASIS

If a notification under Clause 12.2 (Market disruption) applies to a Loan which is outstanding, then, for the purpose of calculating the rate of interest on that Loan pursuant to Clause 8.1 (Interest rate):

(a) within five Business Days of receipt of the notification, the Borrower and the Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding applicable to that Loan and/or any other Loans;

(b) any alternative basis agreed under paragraph (a) above, or certified under paragraph (c) below, shall be, with the prior consent of all the Banks, binding on all the Parties and treated as part of this Agreement;

(c) if no alternative basis is agreed, each Bank shall (through the Agent) certify on or before the last day of the Term to which the notification relates an alternative basis for maintaining its participation in that Loan; and

(d) any such alternative basis may include an alternative method of fixing the interest rate, alternative Terms or alternative currencies but it must reflect the cost to the Bank of funding its participation in the Loan from whatever sources it may select plus the Margin plus any applicable Mandatory Cost.

13. INCREASED COSTS

13.1 INCREASED COSTS

(a) Subject to Clause 13.2 (Exceptions), the Borrower shall forthwith on demand by a Finance Party pay to that Finance Party the amount of any increased cost incurred by it or any of its Affiliates as a result of:

(i) the introduction of, or any change in, or any change in the interpretation or application of, any law or regulation; or

(ii) compliance with any regulation made after the date of this Agreement,

(including any law or regulation relating to taxation, change in currency of a country or reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control).

(b) In this Agreement "INCREASED COST" means:

(i) an additional cost incurred by a Finance Party or any of its Affiliates as a result of it having entered into, or performing, maintaining or funding its obligations under, any Finance Document; or

(ii) that portion of an additional cost incurred by a Finance Party or any of its Affiliates in making, funding or maintaining all or any advances comprised in a class of advances formed by or including that Finance Party's participations in a Loan made or to be made under this Agreement as is attributable to that Finance Party making, funding or maintaining those participations; or

(iii) a reduction in any amount payable to a Finance Party or any of its Affiliates or in the effective return to a Finance Party or any of its Affiliates under this Agreement or (to the extent that it is attributable to this Agreement) on its capital; or

(iv) the amount of any payment made by a Finance Party or any of its Affiliates, or the amount of any interest or other return foregone by a Finance Party or any of its Affiliates, calculated by reference to any amount received or receivable by that Finance Party or any of its Affiliates from any other Party under this Agreement.

13.2 EXCEPTIONS

Clause 13.1 (Increased costs) does not apply to any increased cost:

(a) compensated for by the payment of the Mandatory Cost;

(b) compensated for by the operation of Clause 11 (Taxes); or

(c) attributable to any change in the rate of, or change in the basis of calculating, tax on the overall net income of a Bank or any of its Affiliates (or the overall net income of a division or branch of the Bank or any of its Affiliates) imposed in the jurisdiction in which its principal office or Facility Office is for the time being situate.

14. ILLEGALITY

If by a change in law it becomes unlawful in any jurisdiction for a Bank to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, then:

(a) that Bank may notify the Borrower through the Agent accordingly; and

(b) (i) the Borrower shall within 30 days of receipt of such notice prepay that Bank's participations in all Loans together with all other amounts payable by it to that Bank under this Agreement; and

(ii) that Bank's Commitment shall be cancelled.

15. MITIGATION

15.1 MITIGATION

If circumstances arise such that:

(a) the Borrower is required to make an additional payment under Clause
11 (Taxes); or

(b) the Borrower is or would be required under Clause 13.1 (Increased costs) to increase the amount of any payment to a Bank; or

(c) Clause 14 (Illegality) applies in relation to a Bank,

then, without in any way limiting, reducing or otherwise qualifying the Borrower's obligations under those clauses but subject to Clause 15.2 (Exceptions), the relevant Bank shall for a reasonable period of time (not exceeding 30 days) endeavour to take such reasonable steps as may be open to it to mitigate the effects of those circumstances and enter into discussions with the Borrower with a view to determining what other mitigating action might be taken by the Bank, including a potential change in the Bank's lending office or transfer of its Commitment to another bank or financial institution.

15.2 EXCEPTIONS

Nothing in Clause 15.1 (Mitigation) shall oblige a Bank to incur any costs or expenses or to take any action or refrain from taking any action where, in the reasonable opinion of such Bank, to take or refrain from taking that action (as the case may be) might be prejudicial to its interests.

15.3 COSTS AND EXPENSES

Any costs and expenses incurred by a Bank pursuant to Clause 15.1 (Mitigation) shall be paid by the Borrower within five Business Days after receipt of a demand from the Agent on behalf of the Bank specifying the same. Any such demands shall be accompanied by copies of all supporting documentation which is reasonably and practically available to the Bank.

16. REPRESENTATIONS AND WARRANTIES

16.1 REPRESENTATIONS AND WARRANTIES

The Borrower makes the representations and warranties set out in this Clause 16 to each Finance Party.

16.2 STATUS

(a) It is a single purpose company, duly incorporated and validly existing under the laws of Spain; and

(b) it has the power to own its assets and carry on its business as it is being conducted.

16.3 SHARE CAPITAL AND OWNERSHIP

The whole of the issued share capital of the Borrower is legally and beneficially owned by the Shareholder free of any Security Interest other than the Pledge of Quota Shares.

16.4 POWERS AND AUTHORITY

(a) It has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

(b) All of the consents referred to in paragraph (a) above remain in force and nothing has occurred which makes any of them liable to revocation.

16.5 LEGAL VALIDITY

(a) Each Finance Document to which it is or will be a party constitutes, or when executed in accordance with its terms will constitute, its legal, valid and binding obligations enforceable in accordance with its terms, subject to any applicable insolvency laws;

(b) in entering into this Agreement and borrowing the Loan, the Borrower is acting on its own account; and

(c) each Security Document creates the Security Interests it purports to create with the priority as stated under each Security Document and enforceable against the trustee in bankruptcy, liquidator and creditors of the Borrower and any other third parties, subject to any applicable insolvency laws.

16.6 NON-CONFLICT

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation or judicial or official order in force as at the date of this Agreement;

(b) the constitutional documents of any member of the Group; or

(c) any document which is binding upon any member of the Group or any asset of any member of the Group.

16.7 PARI PASSU RANKING

Its obligations under the Finance Documents rank and will rank at least pari passu with all its other present and future unsecured obligations (other than any rights in rem against the Vessel arising after the date of this Agreement and subject to any and all applicable insolvency laws).

16.8 TAXES ON PAYMENTS

All amounts payable by the Borrower under the Finance Documents may be made free and clear of and without deduction or withholding for or on account of any tax payable under any relevant law.

16.9 STAMP DUTIES

Except as notified in writing to and accepted by the Agent, no stamp or registration duty or similar taxes or charges are payable in Spain in respect of any Finance Document.

16.10 NO DEFAULT

(a) No Default is outstanding or might result from the making of any Loan; and

(b) neither the Borrower nor the Guarantor or any Subsidiary of the Guarantor is in default (howsoever described) or breach of any material liability or obligation under any:

(i) Charter or other contract for the employment of; and/or

(ii) agreement relating to any Financial Indebtedness in relation to,

a vessel under the management of the Borrower, the Guarantor or any Subsidiary of the Guarantor.

16.11 AUTHORISATIONS

All authorisations, consents, registrations, filings, notarisations and the like required or desirable in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect (or, in the case of registrations, filings, notarisations and the like, will be effected within any time limits required by any applicable law or, if there is no such requirement under applicable law, within such time limits as the Agent may reasonably require).

16.12 INFORMATION

All information provided by or on behalf of the Borrower to any Finance Party in connection with any Finance Document satisfies the requirement of Clause 17.4 (Information provided to be accurate).

16.13 ACCOUNTS

The consolidated audited accounts, in English, of the Guarantor most recently delivered to the Agent:

(a) have been prepared by a reputable accounting firm in accordance with all applicable laws and GAAP principles and practices consistently applied;

(b) fairly represent the financial condition of the Guarantor and the Borrower as at the date of those accounts and of its profit for the period for which those accounts relate; and

(c) fully disclose or reserve against all of the Guarantor's and the Borrower's significant liabilities,

and there has been no material adverse change in the financial condition of the Borrower or the Guarantor since the date to which those accounts were drawn up.

16.14 LITIGATION

Except as notified in writing to and accepted by the Agent, no litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened against the Borrower or the Guarantor.

16.15 INFORMATION MEMORANDUM

(a) The factual information provided by the Borrower contained in the Information Memorandum was true, accurate and not misleading in any material respect as at its date;

(b) all opinions, predictions or intentions expressed in the Information Memorandum to be the Borrower's opinions, predictions or intentions are honestly held or made and the Borrower does not believe them to be misleading in any material respect;

(c) the financial projections contained in the Information Memorandum which have been prepared by the Borrower have been prepared on the basis of recent historical information and on the basis of reasonable assumptions;

(d) as at the date of this Agreement, nothing has occurred since the date of the Information Memorandum or been omitted from the Information Memorandum in connection with any information provided by the Borrower and no information has been given or withheld by the Borrower that results in the information contained in the Information Memorandum and provided by the Borrower being untrue or misleading in any material respect; and

(e) all proper enquiries have been made to ascertain and to verify the foregoing.

16.16 TAXES PAID

The Borrower has paid all taxes applicable to, or imposed on or in relation to, the Borrower or its business which have fallen due for payment.

16.17 STATUS OF CHARTERS

(a) Neither the Borrower nor any Charterer is in default under any Charter of the Vessel, which default has not been notified to the Agent; and

(b) there are no pending or, so far as the Borrower is aware, threatened actions, suits or proceedings in connection with any Charter of the Vessel.

16.18 ENVIRONMENT

Except as may already have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Agent:

(a) the Borrower and its Environmental Affiliates have without limitation complied with the provisions of all applicable Environmental Laws in relation to the Vessel;

(b) the Borrower and its Environmental Affiliates have obtained all requisite Environmental Approvals in relation to the Vessel and are in compliance with such Environmental Approvals;

(c) neither the Borrower nor any of its Environmental Affiliates has received notice of any Environmental Claim in relation to the Vessel which alleges that the Borrower is not in compliance with applicable Environmental Laws in relation to the Vessel or Environmental Approvals in relation to the Vessel;

(d) there is no Environmental Claim in relation to the Vessel pending or threatened; and

(e) there has been no Release of Materials of Environmental Concern.

16.19 SECURITY INTERESTS

No Security Interest exists over its or any of its Subsidiary's assets which would cause a breach of Clause 17.13 (Security Interests).

16.20 SECURITY ASSETS

It is solely and absolutely entitled to the Security Assets to which it is, or will be, a party and there is no agreement or arrangement under which it is obliged to share any proceeds of or derived from such Security Assets with any third party.

16.21 NEWBUILDING CONTRACT

All amounts due and payable by the Borrower under the Newbuilding Contract have been unconditionally and irrevocably paid in full to the Builder when due in accordance with the terms of the Newbuilding Contract.

16.22 ISM CODE COMPLIANCE

On and after the Delivery Date, the Borrower is in full compliance with the ISM Code.

16.23 IMMUNITY

(a) The execution by the Borrower of each Finance Document constitutes, and its exercise of its rights and performance of its obligations under each Finance Document will constitute, private and commercial acts done and performed for private and commercial purposes; and

(b) the Borrower will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in Spain in relation to any Finance Document.

16.24 JURISDICTION/GOVERNING LAW

(a) The Borrower's:

(i) irrevocable submission under Clause 35 (Jurisdiction) to the jurisdiction of the courts of England;

(ii) agreement that this Agreement is governed by English law; and

(iii) agreement not to claim any immunity to which it or its assets may be entitled,

are legal, valid and binding under the laws of Spain; and

(b) any judgment obtained in England will be recognised and be enforceable by the courts of Spain.

16.25 NO AMENDMENTS TO RELATED CONTRACTS

Other than as notified to and agreed by the Agent in writing, there have been no amendments to any of the Related Contracts (excluding any Vessel Management Contract until such time as it has been executed).

16.26 MONEY LAUNDERING

Any borrowing by the Borrower and the performance of its obligations hereunder and under the other Finance Documents will be for its own account and will not involve any breach by it of any law or regulatory measure relating to "money laundering" as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities.

16.27 TIMES FOR MAKING REPRESENTATIONS AND WARRANTIES

The representations and warranties set out in this Clause 16:

(a) are made by the Borrower on the date of this Agreement; and

(b) (with the exception of Clause 16.15 (Information Memorandum)) are deemed to be repeated by the Borrower on the date of each Request and each Drawdown Date and on the first day of each Term with reference to the facts and circumstances then existing (but subject, in respect of Clause 16.5 (Legal Validity), Clause 16.8 (Taxes on payments), Clause 16.10 (No Default), Clause 16.11 (Authorisations), Clause 16.14 (Litigation), Clause 16.17 (Status of Charters), Clause
16.18 (Environment) and Clause 16.25 (No amendments to Related Contracts), to any matters notified to, and agreed by, the Agent in writing) and, in relation to Clause 16.12 (Information), with reference to the most recently delivered Guarantor Accounts.

(c) When a representation in Clause 16.10 (No default) is repeated on a Request for a Rollover Loan, the reference to a Default will be construed as a reference to an Event of Default.

17. UNDERTAKINGS

17.1 DURATION

The undertakings in this Clause 17 remain in force from the date of this Agreement for so long as any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

17.2 MAINTENANCE OF STATUS

The Borrower will maintain its separate corporate existence and remain in good standing under the laws of Spain.

17.3 FINANCIAL INFORMATION

(a) The Borrower shall supply to the Agent in sufficient copies for all the Banks:

(i) its opening balance sheet;

(ii) as soon as the same are available (and in any event within 180 days of the end of each of its financial years) the consolidated audited financial statements of the Guarantor for that financial year; and

(iii) as soon as the same are available (and in any event within 90 days of the end of each of its financial half-years and within 120 days of the end of each of its financial years) the consolidated unaudited financial statements of the Guarantorfor that financial half-year.

(b) The Borrower shall supply to the Agent in sufficient copies for all the Banks:

(i) as soon as the same are available (and in any event within 180 days of the end of each of its financial years) its audited financial statements for that financial year; and

(ii) as soon as the same are available (and in any event within 90 days of the end of each of its financial half-years) its unaudited financial statements for that financial half-year.

(c) All accounts (audited and unaudited) delivered under Clause 17.3(a) and
(b) (Financial information) will:

(i) be prepared by a reputable accounting firm in accordance with all applicable laws and GAAP principles and practices consistently applied;

(ii) fairly represent the financial condition of the Guarantor and the Borrower at the date of those accounts and of its profit for the period for which those accounts relate; and

(iii) fully disclose or reserve against all significant liabilities of the Guarantorand the Borrower.

17.4 INFORMATION PROVIDED TO BE ACCURATE

All financial and other information provided by or on behalf of the Borrower under or in connection with any Finance Document will be true and not misleading in any material respect and will not omit any material fact.

17.5 INFORMATION - MISCELLANEOUS

The Borrower shall supply to the Agent:

(a) promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending;

(b) promptly upon receipt thereof, a copy of any notice received by the Borrower from the Time Charterer or any other Charterer of any failure of the Borrower or any other Charterer to exercise due diligence under the Time Charter or any other Charter, together with details from time to time of any and all action being taken to remedy the same; and

(c) promptly, such further information in its possession or control regarding its business, affairs or financial condition as any Finance Party may through the Agent from time to time reasonably request,

in sufficient copies for all of the Banks, if the Agent so requests.

17.6 NOTIFICATION OF DEFAULT

The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of the same.

17.7 COMPLIANCE CERTIFICATES

(a) The Borrower shall supply to the Agent:

(i) together with the accounts specified in Clause 17.3(a) and (b) (Financial information); and

(ii) promptly at any other time, if the Agent so requests,

a certificate, in the form of Schedule 7 (Form of Compliance Certificate), signed by the chief executive officer or two of its senior officers on its behalf certifying that no Default has occurred and is continuing, is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it.

(b) The Borrower shall procure that the Guarantor provides, promptly at the end of each of its financial quarters, a certificate in the agreed form, signed by its chief executive officer or two of its senior officers on its behalf certifying that no Default in respect of Clause 19 has occurred and is continuing.

17.8 AUTHORISATIONS

The Borrower shall promptly:

(a) obtain, maintain and comply with the terms of; and

(b) supply certified copies to the Agent of,

any authorisation, consent, registration, filing, notarisation and the like required under any Applicable Law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.

17.9 PARI PASSU RANKING

The Borrower shall procure that its obligations under the Finance Documents rank and will rank at least pari passu with all its other present and future unsecured obligations, except for obligations which are mandatorily preferred by law.

17.10 DISPOSALS

The Borrower shall not, either in a single transaction or in a series of transactions, whether related or not or whether voluntary or involuntary, sell, transfer, grant or lease or otherwise dispose of all or a material part of its assets.

17.11 BUSINESS

(a) The Borrower shall not carry on any business other than the ownership, operation and employment of the Vessel and other activities connected with or reasonably incidental to that business.

(b) The Borrower will maintain its place of business, and keep its corporate documents and records, at the address stated at the commencement of this Agreement; and the Borrower will not establish, or do anything as a result of which it would be deemed to have, a place of business in any country other than Spain.

17.12 LIABILITIES

The Borrower will not:

(a) make any loans or grant any credit other than any such loan or credit granted to any member of the Group; or

(b) make or hold any investments otherwise than in the ordinary course of its business referred to in Clause 17.11 (Business).

17.13 SECURITY INTERESTS

The Borrower shall not create or permit to subsist any Security Interest over the Vessel or the Earnings or Obligatory Insurances or any other Security Assets or any Related Contract other than:

(a) Permitted Liens; or

(b) with the prior written consent of all of the Banks.

17.14 LIMITATION ON FINANCIAL INDEBTEDNESS

The Borrower will not incur any Financial Indebtedness other than Financial Indebtedness:

(a) under the Finance Documents; or

(b) arising in the ordinary course of operation of the Vessel in an aggregate amount not exceeding US$250,000, provided that such amounts are paid when due or, if not paid when due are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided), provided further that such proceedings, whether by payment of adequate security into Court or otherwise, do not give rise to a material risk of the Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on the Agent or any of the Banks; or

(c) consisting of any guarantee or indemnity required by any protection and indemnity or war risks club or association to be given by the Borrower; or

(d) under any loan or credit facility granted to the Borrower by any member of the Group, which is unsecured and fully subordinated to the Facility, the principal terms of which are notified to the Agent by the Borrower in writing prior to the granting of the relevant Facility.

The Borrower shall, upon a request being made by the Agent, provide the Agent with such further information as the Agent may reasonably require in connection with any loan or credit facility granted or to be granted to the Borrower pursuant to Clause 17.14(d) above.

17.15 MERGERS

The Borrower shall not enter into any amalgamation, demerger, merger or reconstruction.

17.16 LEFT INTENTIONALLY BLANK

17.17 SECURITY

The Borrower:

(a) will procure that the Mortgage is, on execution, and continues to be, registered under Spanish law as a first priority mortgage;

(b) will procure that any other security conferred by it under any Security Document is maintained and perfected and registered with the relevant authorities;

(c) at its own cost, do all that it can to ensure that any Finance Document validly creates the obligations and Security Interests which it purports to create; and

(d) without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority, pay any stamp, registration or similar tax payable in respect of any Finance Document, give any notice or take any other step which, in the reasonable opinion of the Agent, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

17.18 CHARTERS WITH AFFILIATED COMPANIES

The Borrower will not subject the Vessel to any Charter in favour of any company affiliated with it unless that company has previously agreed in writing to subordinate its interests under such Charter in a form satisfactory to the Majority Banks.

17.19 DELIVERY OF VESSEL

The Borrower shall not accept delivery of the Vessel from the Builder unless and until either:

(a) the Time Charterer has accepted the Vessel pursuant to the terms of the Time Charter; or

(b) it is required to do so by a ruling resulting from an arbitration pursuant to the terms of the Newbuilding Contract.

17.20 REGISTRATION OF THE VESSEL

The Borrower will:

(a) procure and maintain with effect from the Delivery Date the valid and effective registration of the Vessel in the Canary Islands under the laws of Spain and flag of Spain (or such other laws and flag of like standing and acceptable to the Majority Banks as the Agent
(acting in accordance with the instructions of the Majority Banks) may permit (such permission not to be unreasonably withheld)) and ensure nothing is done or omitted by which the registration of the Vessel would or might be defeated or imperilled; and

(b) not change the name or port of registration of the Vessel without the consent of the Agent (acting in accordance with the instructions of the Majority Banks) (such consent not to be unreasonably withheld).

17.21 CLASSIFICATION AND REPAIR

The Borrower will at all times after the Delivery Date:

(a) ensure that the Vessel is surveyed from time to time as required by the classification society in which the Vessel is for the time being entered and maintain and preserve the Vessel in good working order and repair, ordinary wear and tear excepted, and in any event in such condition as will entitle her to the classification of I 3/3 E+ Liquefied gas carrier/LNG, Ship type 2G (membrane tank, 0.25 bar, -163 degrees C 500 kg/m(3)), deep sea, oH, AUT, PORT, ETA, CNC-1 with Lloyd's Register of Shipping (or to the equivalent classification in another internationally recognised classification society of like standing), free of all overdue requirements and recommendations of that classification society;

(b) procure that all repairs to or replacement of any damaged, worn or lost parts or equipment shall be effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel;

(c) not remove any material part of the Vessel, or any item of equipment installed on the Vessel unless the part or item so removed is forthwith replaced by a suitable part or

item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Agent and becomes on installation on the Vessel the property of the Borrower and subject to the security constituted by the relevant Security Document(s) provided that the Borrower may install and remove equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel;

(d) ensure that the Vessel complies with all laws, regulations and requirements (statutory or otherwise) from time to time applicable to vessels registered under the laws and flag of Spain; and

(e) not without the prior written consent of the Agent (acting on the instructions of the Majority Banks) (such consent not to be unreasonably withheld) cause or permit to be made any substantial change in the structure, type or performance characteristics of the Vessel.

17.22 LAWFUL AND SAFE OPERATION

The Borrower will at all times after the Delivery Date:

(a) not cause or permit the Vessel to be operated in any manner contrary to the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder) from time to time applicable to the Vessel;

(b) subject to compliance by the Borrower with the terms of the Time Charter, not cause or permit the Vessel to trade with or within the territorial waters of any country in which her safety may be imperilled;

(c) subject to compliance by the Borrower with the terms of the Time Charter, not cause or permit the Vessel to be employed in any manner which will or may render her liable to requisition, confiscation, forfeiture, seizure, destruction or condemnation as prize;

(d) ensure that the Vessel is not employed in any trade or business which is forbidden by international law or is illicit or is carrying illicit or prohibited goods;

(e) subject to compliance by the Borrower with the terms of the Time Charter, in the event of hostilities in any part of the world (whether war be declared or not) ensure that the Vessel is not employed in carrying any contraband goods and that she does not trade in any zone after it has been declared a war zone by any authority or by the Vessel's war risks insurers unless the Vessel's insurers shall have confirmed to the Borrower that the Vessel is held covered under the Obligatory Insurances for the voyage(s) in question; and

(f) not charter the Vessel to or permit the Vessel to serve under any contract of affreightment with any foreign country or national of any foreign country which is specified by legislation or regulations of the United States of America or any other jurisdiction in which a Bank's Facility Office is located and such that, if the Earnings or any part of Earnings were derived from such charter or affreightment, that fact

would render any Finance Document or the security conferred by the Security Documents unlawful.

17.23 REPAIR OF THE VESSEL

The Borrower will not at any time after the Delivery Date put the Vessel into the possession of any person for the purpose of work being done upon her beyond the amount of US$2,500,000 (or equivalent), other than for classification or scheduled dry docking unless such person shall have given an undertaking to the Agent not to exercise any lien on the Vessel or her Earnings or Obligatory Insurances for the cost of that work or otherwise.

17.24 ARRESTS AND LIABILITIES

The Borrower will at all times after the Delivery Date:

(a) pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens (other than liens arising in the ordinary course of operation of the Vessel in each case for amounts the payment of which is not yet due or, if due and payable, is being disputed in good faith by appropriate proceeding (and for the payment of which adequate reserves have been provided or are and continue to be available)) on or claims enforceable against the Vessel and take all other steps necessary to prevent a threatened arrest of the Vessel;

(b) notify the Agent promptly in writing of the levy of any distress on the Vessel or her arrest, detention, seizure, condemnation as prize, compulsory acquisition or requisition for title or use and (save in the case of compulsory acquisition or requisition for title or use) obtain her release within 14 days;

(c) pay and discharge when due all dues, taxes, assessments, governmental charges, fines and penalties lawfully imposed on or in respect of the Vessel or the Borrower; and

(d) pay and discharge all other obligations and liabilities whatsoever in respect of the Vessel, the Earnings, the Obligatory Insurances and any Charter.

17.25 RELATED CONTRACTS

The Borrower shall not take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or could reasonably be expected to, cause any Related Contract to cease to remain in full force and effect and shall use all reasonable endeavours to procure that each other party to any Related Contract does not take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or could reasonably be expected to, cause any Related Contract to cease to remain in full force and effect.

17.26 ENVIRONMENT

The Borrower shall at all times after the Delivery Date:

(a) comply with all applicable Environmental Laws including, without limitation, requirements relating to the establishment of financial responsibility (and shall require that all Environmental Affiliates of the Borrower comply with all applicable Environmental Laws and obtain and comply with all required Environmental

Approvals, which Environmental Laws and Environmental Approvals relate to any of the Vessel or her operation or her carriage of cargo); and

(b) promptly upon the occurrence of any of the following events, provide to the Agent a certificate of an officer of the Borrower or of the Borrower's agents specifying in detail the nature of the event concerned:

(i) the receipt by the Borrower or any Environmental Affiliate (where the Borrower has knowledge of the receipt) of any Environmental Claim; or

(ii) any (or any potential) Release of Materials of Environmental Concern.

17.27 INFORMATION REGARDING THE VESSEL

The Borrower will at all times after the Delivery Date:

(a) promptly notify the Agent of the occurrence of any accident, casualty or other event which has caused or resulted in or may cause or result in the Vessel being or becoming a Total Loss;

(b) promptly notify the Agent of any requirement or recommendation made by any Insurer or classification society or by any competent authority which is not complied with in a timely manner;

(c) promptly notify the Agent of any intended dry docking of the Vessel;

(d) promptly notify the Agent of any Environmental Claim being made in connection with the Vessel or its operation;

(e) promptly notify the Agent of any claim for breach of the ISM Code being made in connection with the Vessel or its operation;

(f) give to the Agent from time to time on request such information as the Agent may require regarding the Vessel, her employment, position and engagements;

(g) provide the Agent on request with copies of the classification certificate of the Vessel and of all periodic damage or survey reports on the Vessel;

(h) promptly furnish the Agent with full information of any casualty or other accident or damage to the Vessel involving an amount in excess of US$2,500,000 (or equivalent);

(i) give to the Agent and its duly authorised representatives reasonable access to the Vessel for the purpose of conducting on board inspections and/or surveys of the Vessel and pay the reasonable expenses incurred by the Agent in connection with the inspections and/or surveys provided that, unless a Default has occurred and is continuing, such inspections and/or surveys shall not take place at the expense of the Borrower other than at dry docking and the Agent shall co-operate with the Borrower in respect of the timing for and the place where such surveys take place in order to minimise disruption to the activities of the Vessel; and

(j) if the Agent reasonably believes an Event of Default may have occurred, furnish to the Agent from time to time upon reasonable request certified copies of the ship's log in respect of the Vessel.

17.28 PROVISION OF FURTHER INFORMATION

The Borrower will, as soon as practicable following receipt of a request by the Agent, provide the Agent with any additional or further financial or other information relating to the Borrower, the Vessel, the Earnings, the Obligatory Insurances, any Charter or to any other matter relevant to, or to any provision of, a Finance Document.

17.29 MANAGEMENT

(a) The Borrower will ensure that at all times after the Delivery Date the Vessel is managed by:

(i) the Borrower on terms approved by the Agent; or

(ii) a substitute Manager, pursuant to a Vessel Management Contract and subject to provision of the Vessel Management Assignment.

(b) The Borrower will not terminate other than on the Technical Management Expiry Date, amend or agree to any amendment to a Vessel Management Contract, and will procure that a Manager doesn't terminate other than on the Technical Management Expiry Date, amend or agree to any amendment to a Technical Management Agreement, without the prior written consent of the Agent (acting on the instructions of the Majority Banks).

(c) The Borrower agrees that the Agent (acting on the instructions of the Majority Banks) shall be entitled to require the Borrower to terminate any existing Vessel Management Contract and/or procure that a Manager terminates any existing Technical Management Agreement and to enter into a replacement Vessel Management Contract with a replacement Manager and/or procure that a Manager enters into a replacement Technical Management Agreement with a replacement Technical Manager, in each case selected or approved by the Agent (acting on the instructions of the Majority Banks) in the event of:

(i) any of the circumstances set out in Clause 3(d) (Duty to maintain) of the Time Charter arising;

(ii) an occurrence which has a Material Adverse Effect in relation to the Borrower or the Guarantor; or

(iii) the occurrence of an Event of Default.

For the purposes of this paragraph (c), the Majority Banks agree that each of:

(i) Teekay Shipping Spain S.L.; and

(ii) Dorchester Maritime Limited,

are pre-approved as replacement Managers unless and to the extent that they are the Manager under the existing Vessel Management Contract or the Technical Management Contract which the Agent requires the Borrower to terminate.

(d) The Borrower shall not sub-contract its responsibilities for the maintenance and/or operation of the Vessel and shall procure that no other Manager shall subcontract its responsibilities under a Vessel Management Contract (other than to a Technical Manager under a Technical Management Agreement) unless:

(i) the Agent (acting on the instructions of the Majority Banks and taking into account the economics of the Time Charter and the duration of successful operation of the Vessel by the Manager) gives its prior written consent to such subcontracting; and

(ii) the Borrower or, as the case may be, the existing Manager remains solely responsible for its obligations in connection with the maintenance and/or operation of the Vessel (in the case of the Borrower) or under the existing Vessel Management Contract (in the case of the existing Manager).

(e) In the event of the termination for any reason or the expiration (howsoever described) of either or both of a Vessel Management Contract or a Technical Management Agreement, the Borrower will enter into an agreement to replace such agreement with either:

(i) a member of the Group; or

(ii) a counterparty approved by the Agent,

in each case in a form and content approved by the Agent within thirty days of such termination.

(f) In the event of an event of default (howsoever described) under a Vessel Management Contract or a Technical Management Agreement, the Borrower will enter into an agreement to replace such agreement with either a member of the Group or a counterparty, in each case to be approved by the Agent and in a form and content approved by the Agent within thirty days of such termination.

(g) In the event the Borrower does not enter into any such replacement agreement pursuant to Clause 17.29(a) or (b) within such thirty day period, the Agent (acting on the instructions of the Majority Banks) shall be entitled, but not obliged, to enter into any such replacement agreement on the Borrower's behalf.

(f) Notwithstanding the preceding provisions of this Clause 17.29, the Borrower:

(i) shall not agree that any party other than Dorchester Maritime Limited may be a Technical Manager; and

(ii) may not terminate the initial Technical Management Agreement,

in each case without the prior written consent of the Agent (acting on the instructions of the Majority Banks).

17.30 PROCEEDS FROM SALE OR TOTAL LOSS OF THE VESSEL

(a) The Borrower will ensure that the proceeds from the sale or Total Loss of the Vessel are immediately upon receipt by the Borrower applied in prepayment of the Loan in accordance with Clause 7 (Prepayment and cancellation).

(b) The Finance Parties agree that the Agent shall release the Vessel from the Mortgage if the Agent is reasonably satisfied that the proceeds of sale of the Vessel are immediately to be applied in accordance with paragraph (a) above and that such proceeds will be sufficient to discharge all of the Borrower's payment obligations under this Agreement.

17.31 CHARTERS

(a) The Borrower will not let the Vessel:

(i) on demise charter for any period;

(ii) on any time or consecutive voyage charter for a term which exceeds or which could by virtue of any optional extensions exceed 12 months' duration (unless the Borrower provides evidence to the satisfaction of the Majority Banks that it will be able to meet all its payment obligations under the Finance Documents during that term);

(iii) on terms whereby more than six months' hire is payable in advance; or

(iv) otherwise than on arm's-length terms,

in each case without the consent of the Agent (acting on the instructions of the Majority Banks). For the avoidance of any doubt, this Clause 17.31(a) shall not apply to the Time Charter or in respect of any joint service agreements or pooling arrangements which may (with the consent of the Majority Banks, such consent not to be unreasonably withheld or delayed) be entered into by the Borrower in respect of the Vessel.

(b) Notwithstanding anything contained in this Clause 17.31:

(i) the Borrower shall remain liable under any Charter to perform all the obligations assumed by it under that Charter;

(ii) the Finance Parties shall not be under any obligations or liability under any Charter or liable to make any payment under that Charter; and

(iii) the Finance Parties shall not be obliged to enforce against any charterer or shipper any term of any Charter, or to make any enquiries as to the nature or sufficiency of any payment received by a Finance Party.

(c) The Borrower will not agree to any amendment or supplement to, or waive or fail to enforce any right under, any Charter or any of its provisions without the prior written consent of the Agent (acting on the instructions of the Majority Banks).

17.32 LEFT INTENTIONALLY BLANK

17.33 EARNINGS ACCOUNT

The Borrower:

(a) prior to or on the Delivery Date will open, deposit US$1 in and thereafter maintain an Earnings Account with JPMorgan Chase Bank, N.A. for the purpose of receiving the Earnings of the Vessel;

(b) will procure that any and all Earnings of the Vessel are paid directly into the Earnings Account or as the Agent may from time to time direct;

(c) upon the occurrence of an Event of Default, gives to the Agent authority to withdraw amounts from the Earnings Account for application from time to time in or towards the outstanding amounts under the Finance Documents in accordance with the terms of the Finance Documents; and

(d) subject to (c) above, will otherwise be entitled to freely dispose of the amounts standing to the credit of the Earnings Account.

17.34 SHARING OF EARNINGS

The Borrower shall not:

(a) enter into any agreement or arrangement for the sharing of any Earnings;

(b) enter into any agreement or arrangement for the postponement of any date on which Earnings are due; the reduction of the amount of any Earnings or otherwise for the release or adverse alteration of any right of the Borrower to the Earnings; or

(c) enter into any agreement or arrangement for the release of, or adverse alteration to, any guarantee or Security Interest relating to any Earnings.

17.35 DISBURSEMENT ACCOUNT

The Borrower:

(a) prior to the Delivery Date will open, deposit US$1 therein and thereafter maintain a Disbursement Account with JPMorgan Chase Bank, N.A. for the purpose of crediting to it proceeds of Loans pursuant to the terms and conditions of this Agreement;

(b) in relation to the Vessel at any time and from time to time upon the written request of the Agent will execute and deliver any and all such further instruments and documents as the Agent may reasonably require for the purpose of obtaining the full benefit of the assignment of the Disbursement Account to be effected by the General Assignment and of the rights and powers granted under the General Assignment; and

(c) may not withdraw any amounts from the Disbursement Account other than in accordance with the provisions of Clause3.1 (Purpose).

17.36 LEFT DELIBERATELY BLANK

17.37 LEFT DELIBERATELY BLANK

17.38 SCOPE OF OBLIGATORY INSURANCES

The Borrower will:

(a) at all times up to and including the Delivery Date:

(i) procure that the Builder effects and maintains the Pre-delivery Insurance, and procure that the Agent's name is endorsed on the policies of all Pre-delivery Insurance as additional insured and loss payee; and

(ii) maintain in full force and effect Permissible Delays Insurances in an amount equal to at least US$100,000 per day and procure that the Agent's name is endorsed on the policies relating to any such insurance as additional insured and loss payee;

(b) at all times after the Delivery Date keep the Vessel insured in the Required Amount, in Dollars or another approved currency (as approved by the Majority Banks) in the name of the Borrower or (if the Agent so requires) in the joint names of the Borrower and the Agent through brokers approved by the Agent against fire and usual marine risks (including hull and machinery and Excess Risks) with approved underwriters or insurance companies approved by the Agent and by policies in form and content approved by the Agent;

(c) at all times after the Delivery Date keep the Vessel insured in the Required Amount in the same manner as above against war risks (including risks of mines and all risks, whether or not regarded as war risks, London Blocking and Trapping Addendum and Lost Vessel Clause, excepted by the free of capture and seizure clauses in the standard form of Lloyds marine policy) either:

(i) with underwriters or insurance companies approved by the Agent and by policies in form and content approved by the Agent; or

(ii) by entering the Vessel in an approved war risks association;

(d) at all times after the Delivery Date keep the Vessel entered in respect of her full value and tonnage in an approved protection and indemnity association against all risks as are normally covered by such protection and indemnity association (including pollution risks and the proportion not recoverable in case of collision under the running down clause inserted in the ordinary Lloyds policies), such cover for pollution risks to be for:

(i) a minimum amount of US$1,000,000,000 or such other amount of cover against pollution risks as shall at any time be comprised in the basic entry of the Vessel with either a protection and indemnity association which is an acceptable member of either the "International Group" of protection and indemnity associations (or any successor organisation designated by the

Agent for this purpose) or the International Group (or such successor organisation) itself; or

(ii) if the International Group or any such successor ceases to exist or ceases to provide or arrange any cover for pollution risks (or any supplemental cover for pollution risks over and above that afforded by the basic entry of the Vessel with its protection and indemnity association), such aggregate amount of cover against pollution risks as shall be available on the open market and by basic entry with a protection and indemnity association for ships of the same type, size, age and flag as the Vessel,

provided that, if the Vessel has ceased trading or is in lay up and in either case has unloaded all cargo, the level of pollution risks cover afforded by ordinary protection and indemnity cover available through a member of the International Group or such successor organisation or, as the case may be, on the open market in such circumstances shall be sufficient for such purposes;

(e) at all times after the Delivery Date maintain in full force and effect off-hire insurance in respect of the Vessel with underwriters or insurance companies approved by the Agent and by policies in form and content approved by the Agent and, at a minimum, insuring for off-hire periods of between 60 and 300 days per incident. The Borrower undertakes to procure (in consultation with the Arranger) a cover level of 130 per cent. of hire payable under the current Charter; and

(f) at all times after the Delivery Date, whenever the Vessel is engaged in trade connected with Japan and when so required by the Banks, maintain in full force and effect social responsibility insurance in respect of the Vessel with underwriters or insurance companies approved by the Agent and by policies in form and content approved by the Agent.

17.39 MORTGAGEE'S INTEREST AND ADDITIONAL PERILS INSURANCES

The Agent shall if so authorised by the Majority Banks be entitled from time to time to effect, maintain and renew all or any of the following insurances in such amounts, on such terms, through such insurers and generally in such manner as the Majority Banks may from time to time consider appropriate (such insurances not to be placed by the Borrower or its brokers (in their capacity as brokers to the Borrower)):

(a) a mortgagee's interest marine insurance providing for the indemnification of the Finance Parties for any losses under or in connection with any Finance Document which directly or indirectly result from loss of or damage to the Vessel or a liability of the Vessel or the Borrower, being a loss or damage which is prima facie covered by an Obligatory Insurance but in respect of which there is a non-payment (or reduced payment) by the underwriters by reason of, or on the basis of any allegation concerning:

(i) any act or omission on the part of the Borrower, of any operator, Charterer, Manager or sub-manager of the Vessel or of any officer, employee or agent of the Borrower or of any such person, including any breach of warranty or condition or any non-disclosure relating to such Obligatory Insurance;

(ii) any act or omission, whether deliberate, negligent or accidental, or any knowledge or privity of the Borrower any other person referred to in paragraph (i) above, or of any officer, employee or agent of the Borrower or of such a person, including the casting away or damaging of the Vessel and/or the Vessel being unseaworthy; and/or

(iii) any other matter capable of being insured against under a mortgagee's interest marine insurance policy whether or not similar to the foregoing;

(b) where the Vessel is trading into the waters of the United States of America or any other jurisdiction which in the future introduces unlimited liability regimes, a mortgagee's interest additional perils policy providing for the indemnification of the Agent against, amongst other things, any possible losses or other consequences of any Environmental Claim, including the risk of expropriation, arrest or any form of detention of the Vessel, or the imposition of any Security Interest over the Vessel and/or any other matter capable of being insured against under a mortgagee's interest additional perils (pollution) policy whether or not similar to the foregoing;

(c) charter indemnity insurance,

and the Borrower shall upon demand fully indemnify the Agent in respect of all premiums which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

17.40 OBLIGATORY INSURANCES

Without prejudice to its obligations under Clause 17.38 (Scope of Obligatory Insurances), the Borrower will:

(a) not without the prior consent of the Agent alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;

(b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by the Obligatory Insurance without first covering the Vessel in the Required Amount and her freights for an amount approved by the Agent in Dollars or another approved currency with approved insurers;

(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;

(d) renew all Obligatory Insurances at least 14 days before the relevant policies or contracts expire and procure that the approved brokers and/or war risks and protection and indemnity clubs and associations shall promptly confirm in writing to the Agent as and when each renewal is effected;

(e) forthwith upon the effecting of any Obligatory Insurance, give written notice of the insurance to the Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above;

(f) not settle, compromise or abandon any claim in respect of any Total Loss unless the Agent is satisfied that such release, compromise or abandonment will not prejudice any of the Banks' interests under or in relation to any Finance Document;

(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association;

(h) procure that the interest of the Agent and the Banks is noted on all policies of insurance;

(i) procure that a loss payee provision in the form scheduled to the General Assignment and reflecting the provisions of Clause 17.41 (Application of Insurance Proceeds) is endorsed on all policies of insurance;

(j) obtain from the relevant insurance brokers P&I Club letters and undertakings in the forms scheduled to the General Assignment; and

(k) in the event that the Borrower receives payment of any moneys under the General Assignment, save as provided in the loss payable clauses scheduled to the General Assignment, forthwith pay over the same to the Agent and until paid over such moneys shall be held in trust for the Agent by the Borrower.

17.41 APPLICATION OF INSURANCE PROCEEDS

(a) All sums receivable in respect of the Obligatory Insurances after the occurrence of an Event of Default shall be paid to the Agent and the Agent shall, unless otherwise instructed by the Majority Banks, apply them in accordance with Clause 10.7 (Payments).

(b) Subject to paragraph (a) above:

(i) each sum receivable in respect of a major casualty (being any casualty in respect of which the claim or the aggregate of the claims exceeds US$2,500,000 (or its equivalent)), other than in respect of protection and indemnity risk insurances, shall be paid to the Agent; and

(ii) the insurance moneys received by the Agent in respect of any such major casualty shall be paid:

(A) to the person to whom the relevant liability shall have been incurred; or

(B) upon the Borrower furnishing evidence satisfactory to the Agent that all loss and damage resulting from the casualty has been properly made good and repaired, to the Borrower or, at the option of the Agent, to the person by whom any repairs have been or are to be effected.

The receipt of any such person shall be a full and sufficient discharge of the same to the Agent.

(c) Subject to paragraph (a) above, each sum receivable in respect of the Obligatory Insurances (insofar as the same are hull and machinery or war risks insurances) which does not exceed US$2,500,000 or its equivalent shall be paid in full to the Borrower or to its order and shall be applied by it for the purpose of making good the loss and fully repairing all damage in respect of which the receivable shall have been collected.

(d) Subject to paragraph (a) above, each sum receivable in respect of the Permissible Delay Insurances shall be paid to the Borrower and shall be applied by it in satisfaction of its obligation to pay liquidated damages for delay to the Time Charterer under the Time Charter.

(e) Subject to paragraph (a) above, each sum receivable in respect of protection and indemnity risk Obligatory Insurances shall be paid direct to the person to whom the liability, to which that sum relates, was incurred, or to the Borrower in reimbursement to it of moneys expended in satisfaction of such liability.

(f) Notwithstanding any other provision in this Clause 17.41, all sums receivable in respect of Obligatory Insurances relating to a Total Loss shall be applied in accordance with Clause 17.30(a) (Proceeds from sale or Total Loss of the Vessel).

17.42 POWER OF AGENT TO INSURE

If the Borrower fails to effect and keep in force Obligatory Insurances in accordance with this Agreement, it shall be permissible, but not obligatory, for the Agent to effect and keep in force insurance or insurances in the amounts required under this Agreement and entries in a protection and indemnity association or club and, if it deems necessary or expedient to it, to insure the war risks upon the Vessel, and the Borrower will reimburse the Agent for the costs of so doing.

17.43 ISM CODE

The Borrower shall:

(a) at all times after the Delivery Date comply, and be responsible for compliance by itself and by the Vessel, with the ISM Code;

(b) at all times after the Delivery Date ensure that:

(i) the Vessel has a valid Safety Management Certificate;

(ii) the Vessel is subject to a safety management system which complies with the ISM Code; and

(iii) it, or the Manager from time to time, has a valid Document of Compliance for the Vessel, which it holds on board the Vessel,

and shall deliver to the Agent, on or before the Delivery Date, a copy for each Bank of a valid Safety Management Certificate and a valid Document of Compliance in

respect of the Vessel, in each case duly certified by an officer of the Borrower or of the Manager from time to time;

(c) promptly notify the Agent of any actual or, upon becoming aware of the same, threatened withdrawal of an applicable Safety Management Certificate or Document of Compliance;

(d) promptly notify the Agent of the identity of the person ashore designated for the purposes of paragraph 4 of the ISM Code and of any change in the identity of that person; and

(e) promptly upon becoming aware of the same notify the Agent of the occurrence of any accident or major non-conformity requiring action under the ISM Code.

17.44 NO AMENDMENT TO RELATED CONTRACTS

(a) The Borrower shall not amend or agree to any amendment to the Related Contracts without the prior written consent of:

(i) in respect of the Obligatory Insurances, the Agent;

(ii) (subject to sub-paragraph (iii) below), in respect of the Related Contracts (other than the Obligatory Insurances), the Agent (acting on the instructions of the Majority Banks); and

(iii) in respect of any material amendment to the Newbuilding Contract, the Time Charter, the Refund Guarantee and/or the Performance Guarantee (including, without limitation, any amendment to the Newbuilding Contract which has the effect of extending the date of delivery of the Vessel under the Newbuilding Contract beyond two hundred and thirty (230) days after the Expected Delivery Date), the Agent (acting on the instructions of all of the Banks).

(such consent not to be unreasonably withheld).

(b) In the event the date of delivery of the Vessel is delayed for two hundred and thirty (230) days beyond the Expected Delivery Date, the Borrower shall, if required in writing to do so by the Agent, terminate the Newbuilding Contract in accordance with the provisions of Article VIII(4) and Article X of the Newbuilding Contract.

17.45 PRE-APPROVAL OF MORTGAGE

In the event the Registrar of Ships in the Canary Islands requires any amendment to be made to the form of Mortgage set out in Appendix A for the purpose of pre-approval of the same, the Borrower authorises the Agent to agree such amendments as are required to obtain such pre-approval.

18. VALUATION

18.1 VALUATION

For the purposes of this Clause 18:

(a) the value of the Vessel shall be the mean average of two valuations each certified in Dollars and carried out by two of the Approved Valuers, one selected by the Agent and one selected by the Borrower (or by the Agent if the Borrower does not make a selection within five (5) Business Days of being requested to do so by the Agent) and both reporting to the Agent on the basis of sale for prompt delivery of the Vessel for cash (free of Security Interests) at arm's-length on normal commercial terms as between willing seller and buyer;

(b) any valuation shall be on a without Charter basis; and

(c) there shall be deducted from any value or valuation the amount which is owing and might become owing and which is secured on the asset concerned by any prior or equal ranking Security Interest (other than in favour of the Finance Parties to secure the Secured Liabilities).

18.2 DELIVERY OF VALUATIONS

(a) The Borrower will from the Delivery Date procure one valuation of the Vessel per annum from two of the Approved Valuers prepared in accordance with Clause 18.1 (Valuation).

(b) The Borrower will procure in favour of the Agent on behalf of the Finance Parties and the Approved Valuers all such information, facilities and rights of inspection as they may reasonably (having regard to the use and operation of the Vessel under charter) require in order to effect such valuations.

(c) All valuations shall be at the expense of the Borrower.

(d) If an Event of Default has occurred and is continuing, the Borrower shall be liable to pay for up to five valuations of the Vessel (one from each of the Approved Valuers) under Clause 18.2(a) in any one calendar year.

(e) Any valuation under this Clause 18 shall be binding and conclusive as regards the Borrower.

19. DEFAULT

19.1 EVENTS OF DEFAULT

Each of the events set out in Clauses 19.2 (Non-Payment) to 19.18 (Litigation) (inclusive) is an Event of Default (whether or not caused by any reason whatsoever outside the control of the Borrower or any other person).

19.2 NON-PAYMENT

The Borrower does not pay on the due date any amount of principal or interest payable by it under the Finance Documents at the place at and in the currency in which it is expressed to be payable, or (where no grace period is specified in this Agreement) any other amount

payable by it under the Finance Document is not paid within two Business Days of the due date (in the case of an amount due on demand, the due date is the date of the demand) at the place and in the currency in which it is expressed to be payable.

19.3 BREACH OF SPECIFIC OBLIGATIONS

The Borrower does not comply with any of its obligations under Clause
17.38 (Scope of Obligatory Insurances) or Clause 17.41 (Obligatory Insurances).

19.4 BREACH OF OTHER OBLIGATIONS

The Borrower or the Guarantor does not comply with any provision of the Finance Documents (other than those referred to in Clause 19.2 (Non-Payment) or Clause 19.3 (Breach of specific obligations)) and that failure to comply is, if capable of remedy within 15 days, not remedied within 15 days of the earlier of:

(a) the Agent notifying the Borrower or the Guarantor of that failure; and

(b) the Borrower or the Guarantor becoming aware of the same;

or, if the default is capable of remedy but not within the said period of 15 days, in the opinion of the Agent, the Borrower or, as the case may be, the Guarantor, fails within the said period of 15 days to exercise due diligence in taking steps to remedy the default in question at the earliest practicable opportunity.

19.5 MISREPRESENTATION

(a) A representation, warranty or statement made or repeated in or in connection with any Finance Document or in any document delivered by or on behalf of the Borrower or the Guarantor under or in connection with any Finance Document is incorrect in any material respect when made or deemed to be made or repeated.

(b) If the failure or omission giving rise to the misrepresentation under paragraph (a) above is capable of remedy, that failure or omission is not remedied within 14 days of the earlier of:

(i) the Agent notifying the Borrower or the Guarantor of the failure or omission; and

(ii) the Borrower or the Guarantor becoming aware of the same.

19.6 REGISTRATION OF MORTGAGE

The Mortgage is not approved by the Registrar of Ships in the Canary Islands and fully and effectively registered in accordance with the laws of Spain within 60 days of the date of filing of the Mortgage.

19.7 CROSS-DEFAULT

(a) Any Financial Indebtedness of the Borrower or the Guarantor is not paid when due (or within any applicable grace period) or if it falls within Clause 17.14(c) (Limitation on Financial Indebtedness), is not being disputed in accordance with Clause 17.14(c) (Limitation on Financial Indebtedness);

(b) an event of default howsoever described occurs under any document relating to any Financial Indebtedness of the Borrower or the Guarantor;

(c) any guarantee of Financial Indebtedness given by the Borrower or the Guarantor is not honoured when due and called upon or within five Business Days thereafter;

(d) any Security Interest securing Financial Indebtedness over any asset of the Borrower or the Guarantor is enforced;

(f) the Borrower or the Guarantor is in default or breach under any of the Related Contracts (other than a default or breach of the Newbuilding Contract or the Time Charter which arises solely as a result of a suspension of advances pursuant to Clause 12.3 (Suspension of drawdowns)) or any of the Related Contracts is otherwise terminated or ceases to be in full force and effect or becomes illegal or unenforceable, and in the case of a Technical Management Agreement or a Vessel Management Contract, is not replaced in accordance with the provisions of Clause 17.29(e) (Management); or

(g) the Guarantor or any Affiliate of the Guarantor is in default (howsoever described) or breach of any material liability or obligation under any:

(i) Charter or other contract for the employment of; and/or

(ii) agreement relating to any Financial Indebtedness in relation to,

a vessel under the management of the Guarantor or any Affiliate of the Guarantor.

19.8 INSOLVENCY

(a) The Borrower or the Guarantor is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or to be insolvent, or admits inability to pay its debts as they fall due;

(b) the Borrower or the Guarantor makes a general assignment for the benefit of its creditors; or

(c) the Borrower or the Guarantor, other than by reason of a voluntary restructuring approved in advance by the Agent (acting on the instructions of the Majority Banks), begins negotiations with one or more of its creditors for readjustment or rescheduling of any of its Financial Indebtedness.

19.9 INSOLVENCY PROCEEDINGS

(a) The Borrower or the Guarantor applies for the declaration of insolvency ("concurso") or consents to the appointment of a receiver, administrator, trustee, liquidator or similar officer of itself or of all or a material part of its assets, or if a third party applies for the insolvency of the Borrower or the Guarantor.

(b) Any petition, application, proposal or order is made or resolution passed or proposed for the liquidation, administration, winding-up, bankruptcy or dissolution of the Borrower or the Guarantor or for a moratorium on any of its debts.

19.10 APPOINTMENT OF RECEIVERS AND MANAGERS

(a) Any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like is appointed in respect of the Borrower or the Guarantor or any substantial part of its assets; or

(b) any other steps are taken to enforce any Security Interest over any substantial part of the assets of the Borrower or the Guarantor which steps are not discontinued within 30 days or, if not so discontinued, the Agent is satisfied and continues to be satisfied that the claim is being adequately contested and pursued with due diligence.

19.11 CREDITORS' PROCESS

Any attachment, sequestration, distress or execution affects any asset of the Borrower or the Guarantor and is not discharged within 14 days of the same being so levied or sued out.

19.12 ANALOGOUS PROCEEDINGS

There occurs, in relation to the Borrower or the Guarantor any event analogous to or having a substantially similar effect to any of the events specified in Clauses 19.8 to 19.11 inclusive under the laws of any applicable jurisdiction.

19.13 CESSATION OF BUSINESS

The Borrower or the Guarantor ceases to carry on all or a substantial part of its business.

19.14 CHANGE OF CONTROL

Any single person, or group of persons acting in concert, acquires direct or indirect control of the Borrower or the Guarantor. For the purposes of this Clause 19.14 "control" means ownership of more than fifty per cent. of the voting share capital of the Borrower or the Guarantor or such direct or indirect ownership so as to be able to direct its policies or management by contract.

19.15 UNLAWFULNESS

It is or becomes unlawful for:

(a) the Borrower or the Guarantor to perform any of the material terms of the Finance Documents; or

(b) a Finance Party to exercise any material right or power vested in it under any Finance Document.

19.16 MATERIAL ADVERSE CHANGE

Any event or series of events occurs after the date of this Agreement which could reasonably be expected to have a Material Adverse Effect unless that event or series of events is remediable and is remedied within 14 days of its occurrence provided that, without prejudice to any action already taken by the Finance Parties in accordance with this Agreement, the Event of Default shall cease if, during that 14 days' period, the event or series of events ceases to have or ceases to be reasonably likely to have a Material Adverse Effect.

19.17 IMPERILMENT

Any circumstances occur or are threatened in relation to the state of the flag of the Vessel or the jurisdiction or incorporation of the Borrower or the Guarantor which would reasonably be expected to imperil the interests of the Finance Parties under any Finance Document unless other arrangements satisfactory to the Majority Banks are made to remove such peril.

19.18 LITIGATION

Any litigation, arbitration or administrative procedures are commenced against the Borrower or the Guarantor, unless the Borrower or, as the case may be, the Guarantor demonstrates to the Agent within 14 days of that commencement that the litigation, arbitration or administrative procedures are not reasonably likely to be adversely determined or, if so adversely determined, could not reasonably be expected to have a Material Adverse Effect.

19.19 ACCELERATION

On and at any time after the occurrence of an Event of Default and while the Event of Default is continuing the Agent (acting on the instructions of the Majority Banks) may by notice to the Borrower:

(a) cancel the Total Commitments; and/or

(b) demand that all or part of the Loans, together with accrued interest, and all other amounts accrued under this Agreement, be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) demand that all or part of the Loans be payable on demand whereupon it shall immediately become payable on demand by the Agent.

20. THE AGENT AND THE FINANCE PARTIES

20.1 APPOINTMENT AND DUTIES OF THE AGENT

(a) Each Finance Party (other than the Agent) irrevocably appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each Party appointing the Agent, irrevocably authorises the Agent on its behalf to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Finance Documents, together with any other reasonably incidental or desirable rights, powers and discretions.

(c) The Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative nature.

(d) Each Bank (in the case of each existing Bank at the date of this Agreement, on or before the date of this Agreement, and in the case of any New Bank, on or before the date the novation referred to in Clause 27.3 (Procedure for novations) becomes effective) will enter into a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantive respects.

20.2 APPOINTMENT AND DUTIES OF THE SPANISH SECURITY AGENT

(a) Each Finance Party (other than the Agent and the Spanish Security Agent) irrevocably appoints the Spanish Security Agent to act as its agent and attorney under and in connection with the Mortgage and the Pledge of Quota Shares for the purposes specified in this Clause 20.2.

(b) Each Party appointing the Spanish Security Agent irrevocably authorises the Spanish Security Agent on its behalf to perform the duties and to exercise the rights, powers and discretions that are necessary to administer and, upon the instructions of the Majority Banks (through the Agent) enforce (and collect the proceeds of such enforcement) the Mortgage and the Pledge of Quota Shares.

(c) The Spanish Security Agent's duties, rights, powers and discretions are limited to those referred to in paragraph (b) above.

(d) Any and all monies received by the Spanish Security Agent as a result of the enforcement of the Mortgage and/or the Pledge of Quota Shares shall be paid forthwith to the Agent for application in accordance with this Agreement.

20.3 ROLE OF THE ARRANGER

Except as otherwise provided in this Agreement, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

20.4 RELATIONSHIP

The relationship between each of the Agent and the Spanish Security Agent with the other Finance Parties is that of agent and principal only. Except as contemplated by the Security Documents, nothing in this Agreement constitutes either of the Agent or the Spanish Security Agent as trustee or fiduciary for any other Party or any other person and the Agent need not hold in trust any moneys paid to it for a Party or be liable to account for interest on those moneys.

20.5 MAJORITY BANKS' INSTRUCTIONS

Each of the Agent and the Spanish Security Agent will be fully protected if it acts in accordance with the instructions of the Majority Banks in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the relevant Finance Documents and will promptly notify the Banks of any such event. Any such instructions given by the Majority Banks will be binding on all the Banks. In the absence of such instructions the Agent and the Spanish Security Agent may act as they reasonably consider to be in the best interests of all the Banks.

20.6 DELEGATION

Each of the Agent and the Spanish Security Agent may act under the relevant Finance Documents through their personnel and agents.

20.7 RESPONSIBILITY FOR DOCUMENTATION

Neither the Agent, the Spanish Security Agent nor the Arranger is responsible to any other Party for:

(a) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document (save in respect of the execution thereof by the Agent or Arranger, as the case may be);

(b) the collectability of amounts payable under any Finance Document; or

(c) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document (including the Information Memorandum).

20.8 DEFAULT

(a) Neither the Agent nor the Spanish Security Agent is obliged to monitor or enquire as to whether or not a Default has occurred. Neither the Agent nor the Spanish Security Agent will be deemed to have knowledge of the occurrence of a Default. However, if the Agent or the Spanish Security Agent receives notice from a Party referring to this Agreement, describing the Default and stating that the event is a Default, it shall promptly notify the Banks.

(b) The Agent and/or the Spanish Security Agent may require the receipt of security satisfactory to it whether by way of payment in advance or otherwise, against any liability or loss which it will or may incur in taking any proceedings or action arising out of or in connection with any Finance Document before it commences these proceedings or takes that action.

20.9 EXONERATION

(a) Without limiting paragraph (b) below, neither the Agent nor the Spanish Security Agent will be liable to any other Party for any action taken or not taken by it under or in connection with any Finance Document, unless directly caused by the Agent's reckless disregard with knowledge of the probable consequences or wilful misconduct or by the wilful misconduct of any agent of the Agent or the Spanish Security Agent.

(b) No Party may take any proceedings against any officer, employee or agent of the Agent or the Spanish Security Agent in respect of any claim it might have against the Agent or the Spanish Security Agent or in respect of any act or omission of any kind (including reckless disregard with knowledge of the probable consequences or wilful misconduct) by that officer, employee or agent in relation to any Finance Document.

20.10 RELIANCE

Each of the Agent and the Spanish Security Agent may:

(a) rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;

(b) rely on any statement made by a director or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and

(c) engage, pay for and rely on legal or other professional advisers selected by it (including those in the Agent's or, as the case may be, the Spanish Security Agent's employment and those representing a Party other than the Agent).

20.11 CREDIT APPROVAL AND APPRAISAL

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Finance Party confirms that it:

(a) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Agent, the Spanish Security Agent or the Arranger in connection with any Finance Document; and

(b) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

For the avoidance of doubt, the Borrower shall not be liable to pay for the costs and expenses of any Finance Party in relation to steps taken in connection with the matters referred to in paragraphs (a) and (b) above.

20.12 INFORMATION

(a) Each of the Agent and the Spanish Security Agent shall promptly forward to the person concerned the original or a copy of any document which is delivered to the Agent or, as the case may be, the Spanish Security Agent by a Party for that person.

(b) The Agent and the Spanish Security Agent shall promptly supply a Bank with a copy of each document received by the Agent and the Spanish Agent respectively under Clause 4 (Conditions Precedent), Clause 17 (Undertakings) and Clause 18 (Valuation) upon the request and at the expense of that Bank.

(c) Except where this Agreement specifically provides otherwise, neither the Agent nor the Spanish Security Agent is obliged to review or check the accuracy or completeness of any document it forwards to another Party.

(d) Except as provided above, neither the Agent nor the Spanish Security Agent has any duty:

(i) either initially or on a continuing basis to provide any Bank with any credit or other information concerning the financial condition or affairs of the Borrower or any related entity of the Borrower whether coming into its possession or that of any of its related entities before, on or after the date of this Agreement; or

(ii) unless specifically requested to do so by a Bank in accordance with a Finance Document, to request any certificates or other documents from the Borrower.

20.13 THE AGENT, THE SPANISH SECURITY AGENT AND THE ARRANGER INDIVIDUALLY

(a) If it is also a Bank, each of the Agent, the Spanish Security Agent and the Arranger has the same rights and powers under this Agreement as any other Bank and may exercise those rights and powers as though it were not the Agent, the Spanish Security Agent or the Arranger.

(b) Each of the Agent, the Spanish Security Agent and Arranger may:

(i) carry on any business with the Borrower or its related entities;

(ii) act as agent or trustee for, or in relation to any financing involving, the Borrower or its related entities; and

(iii) retain any profits or remuneration in connection with its activities under this Agreement or in relation to any of the foregoing.

(c) In acting as the Agent or, as the case may be, the Spanish Security Agent, the agency division of the Agent or, as the case may be, the Spanish Security Agent will be treated as a separate entity from its other divisions and departments. Any information acquired by the Agent or, as the case may be, the Spanish Security Agent which, in its opinion, is acquired by it otherwise than in its capacity as the Agent or, as the case may be, the Spanish Security Agent may be treated as confidential by the Agent or, as the case may be, the Spanish Security Agent and will not be deemed to be information possessed by the Agent in its capacity as such.

(d) The Borrower irrevocably authorises the Agent and the Spanish Security Agent to disclose to the other Finance Parties any information which, in its opinion, is received by it in its capacity as the Agent or, as the case may be, the Spanish Security Agent.

(e) Each of the Agent and the Spanish Agent may deduct from any amount received by it for the Banks pro rata any unpaid fees, costs and expenses of the Agent or, as the case may be, the Spanish Security Agent incurred by it in connection with the relevant Finance Documents.

20.14 INDEMNITIES

(a) Without limiting the liability of the Borrower under the Finance Documents, each Finance Party shall forthwith on demand indemnify each of the Agent and the Spanish Security Agent for that Finance Party's proportion of any liability or loss incurred by the Agent or, as the case may be, the Spanish Security Agent in any way relating to or arising out of its acting as the Agent or, as the case may be, the Spanish Security Agent, except to the extent that the liability or loss arises directly from:

(i) the Agent's or, as the case may be, the Spanish Security Agent's wilful misconduct or reckless disregard with knowledge of the probable consequences; or

(ii) the Borrower's failure to make any payment to the Agent or the Spanish Security Agent in respect of the management time of the Agent or the Spanish Security Agent pursuant to Clause 20.19 (Extraordinary management time and resources).

(b) A Bank's proportion of the liability or loss set out in paragraph (a) above is the proportion of its participation in the relevant Loan (if any) on the date of the demand. If, however, the relevant Loan is not outstanding on the date of demand, then the proportion will be the proportion which its Commitment bears to the Total Commitments at the date of demand or, if the Total Commitments have been cancelled, bore to the Total Commitments immediately before being cancelled.

(c) The Borrower shall forthwith on demand reimburse each Bank for any payment made by it under paragraph (a) above.

20.15 COMPLIANCE

(a) Each of Agent and the Spanish Security Agent may refrain from doing anything which might, in its opinion, constitute a breach of any law or regulation binding or applicable to it or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.

(b) Without limiting paragraph (a) above, neither the Agent nor the Spanish Security Agent need disclose any information relating to the Borrower or any of its related entities if the disclosure might, in the opinion of the Agent, or, as the case may be, the Spanish Security Agent constitute a breach of any law or regulation or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person.

20.16 RESIGNATION OF AGENT AND SPANISH SECURITY AGENT

(a) Notwithstanding its irrevocable appointment, and subject to sub-paragraph
(g) below either or both of the Agent and the Spanish Security Agent may resign by giving notice to the Finance Parties and the Borrower, in which case the Agent may forthwith appoint one of its Affiliates as successor Agent with the approval of the Borrower (such approval not to be unreasonably withheld or delayed) or, failing that, the Majority Banks may appoint a successor Agent. The Spanish Security Agent may appoint one of the other Banks as successor Spanish Security Agent with the approval of the Borrower (such approval not to be unreasonably withheld or delayed) or, failing that, the Majority Banks may appoint one of the Banks as a successor Spanish Security Agent.

(b) If the appointment of a successor Agent or, as the case may be, the Spanish Security Agent is to be made by the Majority Banks but they have not, within 30 days after notice of resignation, appointed a successor Agent which accepts the appointment, the retiring Agent or, as the case may be, the retiring Spanish Security Agent may appoint a successor Agent or, as the case may be, a successor Spanish Security Agent (in the case of the latter being one of the Banks) with the approval of the Borrower (such approval not to be unreasonably withheld).

(c) The resignation of the retiring Agent or, as the case may be, the Spanish Security Agent and the appointment of any successor Agent or, as the case may be, any successor Spanish Security Agent will both become effective only upon the successor Agent or, as the case may be, the successor Spanish Security Agent notifying all the Parties that it accepts the appointment. On giving the notification, the successor Agent or, as the case may be, the successor Spanish Security Agent will succeed to the position of the retiring Agent or, as the case may be, the successor Spanish Security Agent and the terms "AGENT" and "SPANISH

SECURITY AGENT" respectively will mean the successor Agent or, as the case may be, the successor Spanish Security Agent.

(d) The retiring Agent or, as the case may be, the retiring Spanish Security Agent shall, at its own cost, make available to the successor Agent or, as the case may be, the successor Spanish Security Agent such documents and records and provide such assistance as the successor Agent or, as the case may be, the Spanish Security Agent may reasonably request for the purposes of performing its functions as the Agent or, as the case may be, the successor Spanish Security Agent under this Agreement.

(e) Upon its resignation becoming effective, this Clause 20 (The Agent and the Finance Parties) shall continue to benefit the retiring Agent or, as the case may be, the retiring Spanish Security Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent or, as the case may be, the Spanish Security Agent, and, subject to paragraph (d) above, it shall have no further obligation under any Finance Document other than any previously incurred and continuing liabilities not transferred to the successor Agent or, as the case may be, the successor Spanish Security Agent.

(f) The Majority Banks may, by notice to the Agent or, as the case may be, the Spanish Security Agent, require it to resign in accordance with paragraph
(a) above. In this event the Agent or, as the case may be, the Spanish Security Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent or, as the case may be, the successor Spanish Security Agent.

(g) (i) Notwithstanding the foregoing provisions of this Clause 20.16, the Spanish Security Agent may not resign, nor may the Majority Banks require it to resign, unless the successor Spanish Security Agent is for the time being a Bank.

(ii) If and for so long as any Bank is also the Spanish Security Agent, it shall not be entitled to assign, transfer or novate the whole of its Commitment pursuant to Clause 27.2 (Transfers by Banks) unless at the same time it resigns as Spanish Security Agent and a successor Spanish Security Agent is appointed pursuant to this Clause 20.16.

(iii) In the event any Bank becomes a successor Spanish Security Agent in accordance with the terms of this Clause 20.16, each of the Banks shall give to such successor Spanish Security Agent power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney).

20.17 BANKS

(a) Each of the Agent and the Spanish Security Agent may treat each Bank as a Bank, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received notice from the Bank to the contrary by not less than five Business Days prior to the relevant payment.

(b) Unless a Bank notifies the Agent to the contrary, each Bank confirms to the Agent, on the date that it becomes a Bank, that it is beneficially entitled to its share in each Loan and its accrued interest and is either:

(i) not resident for tax purposes in the United Kingdom; or

(ii) a bank for the purposes of section 349 of the Income and Corporation Taxes Act 1988.

Each Bank must promptly notify the Agent if there is a change in its position from that set out in sub-paragraph (i) or (ii) above.

(c) Each Bank undertakes to the Agent that it is in a position to and will provide to the Borrower on or before the first interest payment date and annually thereafter a certificate of its tax residency in a European Union Member country.

(d) The Agent may at any time, and shall if requested to do so by the Majority Banks, convene a meeting of the Banks.

20.18 SECURITY DOCUMENTS

(a) Each of the Agent and the Spanish Security Agent in each case in its capacity as trustee or otherwise under the Security Documents:

(i) is, other than arising directly from the Agent's or, as the case may be, the Spanish Security Agent's wilful misconduct or reckless disregard with knowledge of the consequences, not liable for any:

(A) failure, omission or defect in perfecting or registering the security constituted or created by any Finance Document;

(B) failure to obtain any licence, consent or other authority for the execution of any Security Document, including, without limitation, the consent of any person required under the terms of any Security Document;

(ii) may accept without enquiry such title as the Borrower may have to any asset secured by any Security Document; and

(iii) is not under any obligation to hold any Finance Document or any other document in connection with the Finance Documents or the assets secured by any Finance Document (including title deeds) in its own possession or to take any steps to protect or preserve the same other than as directed by the Majority Banks.

(b) Except as otherwise provided in the Finance Documents, all moneys which under the trusts contained in the Finance Documents are received by the Agent or, as the case may be, the Spanish Security Agent in its capacity as trustee or otherwise may be invested in the name of or under the control of the Agent or, as the case may be, the Spanish Security Agent for and on behalf of the Banks in any investment authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by the Agent. Additionally, the same may be placed on deposit in the name of or under control of the Agent for and on behalf of the Banks at such bank or institution (including the Agent) and upon such terms as the Agent may think fit.

20.19 EXTRAORDINARY MANAGEMENT TIME AND RESOURCES

The Borrower shall forthwith on demand pay the Agent and the Spanish Security Agent for the cost of utilising its management time or other resources in connection with:

(a) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of the Borrower and relating to a Finance Document, a Related Contract or any other document referred to in any Finance Document; or

(b) the occurrence of a Default; or

(c) the enforcement of, or the preservation of or any attempt to enforce or preserve any rights under, any Finance Document.

Any amount payable to the Agent and/or the Spanish Security Agent under this clause will be calculated on the basis of such reasonable daily or hourly rates as the Agent or, as the case may be, the Spanish Security Agent may notify to the Borrower, and is in addition to any fee paid or payable to the Agent or, as the case may be, the Spanish Security Agent under Clause 21 (Fees).

21. FEES

21.1 ARRANGEMENT FEE

The Borrower shall pay to the Arranger for its own account an arrangement fee in the amount and at the time(s) agreed in the relevant Fee Letter.

21.2 AGENT'S FEE

The Borrower shall pay to the Agent for its own account an agency fee in the amount and at the times agreed in the relevant Fee Letter.

21.3 COMMITMENT FEE

The Borrower shall pay to the Agent for each Bank a commitment fee calculated at the rate of 0.40 per cent. per annum on the undrawn, uncancelled amount of that Bank's Commitment during the Availability Period. The commitment fee is payable semi-annually in arrear, the first payment falling six (6) months after the date of the Supplemental Agreement. Accrued commitment fee shall also be payable to the Agent for the relevant Bank(s) on the cancelled amount of its Commitment at the time the cancellation comes into effect.

21.4 VAT

Any fee referred to in this Clause 21 (Fees) is exclusive of any value added tax or any other tax which might be chargeable in connection with that fee. If any value added tax or other tax is so chargeable, it shall be paid by the Borrower at the same time as it pays the relevant fee.

22. EXPENSES

22.1 INITIAL AND SPECIAL COSTS

The Borrower shall forthwith on demand pay the Agent, the Spanish Security Agent, the Banks and the Arranger the amount of all reasonable (or otherwise capped) costs and expenses (including legal fees) incurred by any of them in connection with:

(a) the negotiation, preparation, translation, printing and execution of:

(i) this Agreement and any other documents (other than a Novation Certificate) referred to in this Agreement; and

(ii) any other Finance Document (other than a Novation Certificate) executed after the date of this Agreement;

(b) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of the Borrower and relating to a Finance Document or a document referred to in any Finance Document; and

(c) any other matter, not of an ordinary administrative nature, arising out of or in connection with a Finance Document and not solely out of the general business of the Agent, the Banks or the Arranger.

22.2 ENFORCEMENT COSTS

The Borrower shall forthwith on demand pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it:

(a) in connection with the enforcement of, or the preservation of (or attempt to enforce or preserve) any rights under, any Finance Document; or

(b) in undertaking any reasonable investigation of any possible Default.

23. STAMP DUTIES

The Borrower shall pay and forthwith on demand indemnify each Finance Party against any liability it incurs in respect of any stamp, registration and similar tax which is or becomes payable in connection with the entry into, performance or enforcement of any Finance Document.

24. INDEMNITIES AND BREAK COSTS

24.1 GENERAL INDEMNITY

(a) The Borrower hereby agrees that it shall promptly pay and discharge, or cause to be paid or discharged, upon the same becoming payable (and shall, if requested by a Finance Party, produce to that Finance Party evidence of the payment and discharge thereof) and indemnify on demand and keep indemnified each Finance Party on a full indemnity basis against, whether directly or indirectly, a claim against it by, or a liability to, a third party including, without limitation, in relation to any taxes (other than any taxes levied or assessed on net

income, profits or gains) or any other Losses which relate to or arise directly or indirectly out of or are in any way connected to:

(i) the condition, testing, delivery, design, leasing, chartering, sub-chartering, construction, manufacture, purchase acquisition, bailment, fitting out, sale importation to or exportation from any country, registration, ownership, possession, management, control, inspection, surveying, engineering, contracting, installation, manning, provisioning, the provision of bunkers and lubricating oils, dry-docking, use, operation, maintenance, repair, service, modification, overhaul, replacement, removal, performance, transportation, flag, navigation, certification, classification, nature, description, acceptance, insurance, refurbishment, conversion, change, alteration, or laying-up of the Vessel or any part thereof or otherwise in connection with the Vessel including, without prejudice to the generality of the foregoing, any Losses arising from any pollution or other environmental damage caused by or emanating from the Vessel or caused by the Vessel becoming a wreck or an obstruction to navigation;

(ii) any repossession, return, redelivery, storage, maintenance, protection, attempted sale, sale or other disposition of the Vessel following the termination of the chartering of the Vessel which, if carried out by the Agent or the Banks, is carried out in accordance with the terms of the Finance Documents;

(iii) the complete or partial removal, decommissioning disposal, making Vessel safe, destruction or abandonment or loss of the Vessel including any matter which the Vessel contains or has at any time contained;

(iv) any damage or loss to the Vessel irrespective of how caused;

(v) the operation or use of the Vessel or any design, article or material of the Vessel or relating thereto giving rise to any infringement (or alleged infringement) of any patent or other intellectual property rights or any other rights whatsoever;

(vi) the occupation, arrest, confiscation, requisition, theft, registration, compulsory acquisition, restraint of the Vessel or the prevention thereof, seizure, taking in execution, impounding, forfeiture or detention of the Vessel, or in securing the release of the Vessel (including, without limitation by the provision of or by procuring a guarantee, bond, cash deposit or other like security);

(vii) any Environmental Claim relating to the Vessel or any Finance Party arising from the transactions contemplated by the Finance Documents;

(viii) any premiums, calls, supplementary calls and contributions in relation to any of the Obligatory Insurances and any of the insurances which the Agent maintains in accordance with Clause 17.40 (Mortgagee's interest and additional perils insurance) (including without limitation any such premiums referred to in Clause 7 (Owners to provide) of the Time Charter; or

(ix) Losses suffered by a Finance Party whether directly or indirectly by way of claims against a Finance Party or any of them, by any person who has incurred expenditure in taking response or preventative measures against loss or damage or injury, or who has suffered or alleged that it has suffered loss, damage or injury in connection

with

anything done or omitted to be done by any person in relation to, or in respect of or in connection with, the Vessel, including in connection with any Hazardous Material emanating or threatening to emanate from the Vessel or from operations being carried on by the Vessel and any claims for removal and response cost and/or for loss, damage or injury to the environment resulting from the release or discharge or threatened release or discharge of any Hazardous Material from the Vessel.

(b) In circumstances where the Borrower makes a payment to a Finance Party or to any third party pursuant to paragraph (a) above, the relevant Finance Party in respect of which such payment has been made agrees that the Borrower may be subrogated to the rights of that relevant Finance Party against the relevant third party. In such circumstances the relevant Finance Party agrees to co-operate with the Borrower in exercising such rights of subrogation, provided that:

(i) the relevant Finance Party receives a full indemnity from the Borrower in terms satisfactory to such Finance Party as to the costs and expenses of such co-operation; and

(ii) the relevant Finance Party's name may not be used in any action without that Finance Party's prior written consent (which consent the relevant Finance Party shall have full discretion to withhold).

24.2 CURRENCY INDEMNITY

(a) If a Finance Party receives an amount in respect of the Borrower's liability under the Finance Documents or if that liability is converted into a claim, proof, judgment or order in a currency other than the currency (the "CONTRACTUAL CURRENCY") in which the amount is expressed to be payable under the relevant Finance Document:

(i) the Borrower shall indemnify that Finance Party as an independent obligation against any loss or liability arising out of or as a result of the conversion;

(ii) if the amount received by that Finance Party, when converted into the contractual currency at the Agent's Spot Rate of Exchange on the relevant date, is less than the amount owed in the contractual currency, the Borrower shall forthwith on demand pay to that Finance Party an amount in the contractual currency equal to the deficit; and

(iii) the Borrower shall pay to the Finance Party concerned on demand any exchange costs and taxes payable in connection with any such conversion.

(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.

24.3 BREAK COSTS

(f) The Borrower must pay to each Bank its Break Costs.

(g) Break Costs are the amount (if any) determined by the relevant Bank by which:

(i) the interest which that Bank would have received for the period from the date of receipt of any part of its share in a Loan or an overdue amount to the last day of the applicable Term for that Loan or overdue amount if the principal or overdue amount received had been paid on the last day of that Term;

exceeds

(ii) the amount which that Bank would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Term.

(h) Each Bank must supply to the Agent for the Borrower details of the amount of any Break Costs claimed by it under this Subclause.

24.4 OTHER INDEMNITIES

The Borrower shall forthwith on demand indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:

(a) the occurrence of any Default;

(b) the operation of Clause 19.19 (Acceleration) or Clause 30 (Pro Rata Sharing) (except to the extent such loss or liability is due solely to the reckless disregard with knowledge of the probable consequences or wilful misconduct of the Agent or any Bank);

(c) any payment of principal or an overdue amount being received from any source otherwise than on the last day of a relevant Term or any interest period determined by the Agent under Clause 8.3 (Default interest); or

(e) (other than by reason of the wilful misconduct or reckless disregard with knowledge of the probable consequences of, or default by, a Finance Party) a Loan not being advanced after the Borrower has delivered the Request for a Loan or a prepayment not being effected in accordance with a prepayment notice.

The Borrower's liability in each case includes any loss of margin or other loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document, any amount repaid or prepaid of any Loan.

24.5 EXCLUSIONS FROM INDEMNITIES

The indemnities contained in this Clause 24 shall not extend to any claim or liability of a Finance Party to the extent that such claim or liability:

(a) arises from an act or omission on the part of that Finance Party which constitutes wilful misconduct or recklessness with knowledge of the probable consequences on the part of such Finance Party;

(b) is caused by any failure on the part of that Finance Party to comply with any of its express obligations under any of the Finance Documents to which that Finance Party is a party (but excluding any such breach or failure that arises as a result of the

failure of a party to such Finance Document (other than that Finance Party) duly and punctually to perform its obligations);

(c) represents any loss of the right to receive future income or profits;

(d) is part of the normal administrative or overhead expenses of that Finance Party except to the extent the same arise on or following an Event of Default which is continuing; or

(e) is in respect of which that Finance Party is expressly and specifically indemnified and have received and is entitled to retain such indemnity under any other provision of the Finance Documents.

24.6 PRESERVATION OF INDEMNITIES

(a) Without prejudice to any right to damages or other claim which any Party may, at any time, have against another under this Agreement or under any of the Finance Documents it is hereby agreed and declared that the indemnities in favour of the Finance Parties by the Borrower contained in this Agreement or any of the Finance Documents shall continue in full force and effect notwithstanding any sale or other disposition of the Vessel, Total Loss or any breach of the terms hereof or thereof by the Borrower (including fundamental breach), the lawful repudiation by a Finance Party or the Borrower of this Agreement or any of the Finance Documents or the expiration of the Time Charter or any other Charter (or any renewal of such Time Charter or any other Charter) through effluxion of time or otherwise or the termination of the hire or sale of the Vessel hereunder or any other circumstances whatsoever.

(b) If any payment received by a Finance Party in respect of moneys owing or due and payable by the Borrower hereunder shall on the subsequent liquidation or other insolvency of the Borrower be avoided under any laws relating to insolvency or liquidation, such payment shall not be considered as discharging or diminishing the liability of the Borrower under this Agreement and this Agreement shall continue to apply as if such payment had at all times remained owing by the Borrower.

25. EVIDENCE AND CALCULATIONS

25.1 ACCOUNTS

Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate.

25.2 CERTIFICATES AND DETERMINATIONS

Any certification or determination by a Finance Party of a rate or amount under the Finance Documents is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

25.3 CALCULATIONS

Interest (including any applicable Mandatory Cost) and the fee payable under Clause 21.3 (Commitment Fee) accrue from day to day and are calculated on the basis of the actual number of days elapsed and a year of 360 days.

26. AMENDMENTS AND WAIVERS

26.1 PROCEDURE

(a) Subject to Clause 26.2 (Exceptions) and to sub-paragraph (b) below, any term of the Finance Documents may be amended or waived with the agreement of the Borrower, the Majority Banks and (to the extent that the amendment or waiver might reasonably be expected to prejudice the Agent) the Agent. The Agent may effect, on behalf of the Finance Parties, an amendment or waiver to which the Majority Banks have agreed.

(b) The Agent shall promptly notify the other Parties of any amendment or waiver effected under paragraph (a) above, and any such amendment or waiver shall be binding on all the Parties.

26.2 EXCEPTIONS

An amendment or waiver which relates to:

(a) the Final Maturity Date;

(b) the definition of "MAJORITY BANKS" in Clause 1.1;

(c) an extension of the date for, or a decrease in an amount or a change in the currency of, any payment under the Finance Documents;

(d) any reduction in the Margin (other than in accordance with the terms of this Agreement);

(e) an increase in a Bank's Commitment;

(f) a term of a Finance Document which expressly requires the consent of each Bank;

(g) Clause 2.2 (Nature of a Finance Party's rights and obligations), Clause 30 (Pro Rata Sharing) or this Clause 26 (Amendments and Waivers); or

(h) any release of any Security Interest in favour of the Finance Parties generally unless permitted by this Agreement.

may not be effected without the consent of the Borrower and each Bank.

26.3 WAIVERS AND REMEDIES CUMULATIVE

The rights of each Finance Party under the Finance Documents:

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of its rights under the general law; and

(c) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any such right is not a waiver of that right.

27. CHANGES TO THE PARTIES

27.1 TRANSFERS BY BORROWER

The Borrower may not assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under the Finance Documents.

27.2 TRANSFERS BY BANKS

(a) A Bank (the "EXISTING BANK") may, subject to paragraph (b) below at any time assign, transfer or novate any of its Commitment, in whole or in part, and/or any rights and/or any obligations under this Agreement to another bank or financial institution (the "NEW BANK"). The prior consent of the Borrower is required for any such assignment, transfer or novation, unless:

(i) the New Bank is another Bank or an Affiliate of a Bank; or

(ii) a Default has occurred, is continuing and has not been waived.

However, the prior consent of the Borrower must not be unreasonably withheld or delayed and will be deemed to have been given if, within 14 days of receipt by the Borrower of an application for consent, it has not been expressly refused.

(b) A transfer of obligations will be effective only if either:

(i) the obligations are novated in accordance with Clause 27.3 (Procedure for novations);

(ii) the New Bank confirms to the Agent and the Borrower that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Agent and the Borrower. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank;

(iii) the New Bank accedes to the Mortgage and the Pledge of Quota Shares by execution of a deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest);

(iv) the New Bank grants a power of attorney in favour of the Spanish Security Agent in the form of Schedule 8 (Form of Bank's Power of Attorney) in all substantial respects.

(c) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation.

(d) On each occasion an Existing Bank assigns, transfers or novates any of its rights and/or obligations under this Agreement, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of pound 1,000.

(e) An Existing Bank is not responsible to a New Bank for:

(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;

(ii) the collectability of amounts payable under any Finance Document; or

(iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.

(f) Each New Bank confirms to the Existing Bank and the other Finance Parties that it:

(i) has made its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(g) Nothing in any Finance Document obliges an Existing Bank to:

(i) accept a re-transfer from a New Bank of any of the rights and/or obligations assigned, transferred or novated under this clause; or

(ii) support any losses incurred by the New Bank by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

(h) Any reference in this Agreement to a Bank includes a New Bank, but excludes a Bank if no amount is or may be owed to or by that Bank under this Agreement and its Commitment has been cancelled or reduced to nil.

27.3 PROCEDURE FOR NOVATIONS

(a) A novation is effected if:

(i) the Existing Bank and the New Bank deliver to the Agent a duly completed certificate, substantially in the form of Schedule 5 (a "NOVATION CERTIFICATE"); and

(ii) the Agent executes it;

(iii) the New Bank gives the Spanish Security Agent a notarised and apostillised power of attorney in the form of Schedule 8 (Form of Bank's Power of Attorney); and

(iv) the New Bank gives the Spanish Security Agent a notarised and apostilled deed of assignment of interest in the form of Schedule 9 (Form of Deed of Assignment of Interest).

(b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf.

(c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate:

(i) the Existing Bank and the other Parties (the "EXISTING PARTIES") will be released from their obligations to each other (the "DISCHARGED OBLIGATIONS");

(ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank;

(iii) the rights of the Existing Bank against the existing Parties and vice versa (the "DISCHARGED RIGHTS") will be cancelled; and

(iv) the New Bank and the existing Parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Bank instead of the Existing Bank,

all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.

27.4 REFERENCE BANKS

If a Reference Bank (or, if a Reference Bank is not a Bank, the Bank of which it is an Affiliate) ceases to be one of the Banks, the Agent shall (in consultation with the Borrower) appoint another Bank or an Affiliate of a Bank to replace that Reference Bank.

27.5 REGISTER

The Agent shall keep a register of all the Parties and shall supply any other Party (at that Party's expense) with a copy of the register on request.

27.6 FACILITY OFFICE

Any Bank may from time to time change its Facility Office for the purposes of this Agreement. In the event of any such change the relevant Bank shall promptly notify the Agent and on receipt by the Agent from the relevant Bank of notice of such change, the Agent shall promptly notify the Borrower.

28. DISCLOSURE OF INFORMATION

(a) Subject to paragraph (b) below, a Bank may disclose to one of its Affiliates or any person with whom it is proposing to enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement:

(i) a copy of any Finance Document; and

(ii) any information which that Bank has acquired under or in connection with any Finance Document.

(b) The rights of disclosure set out in paragraph (a) above are subject to:

(i) the relevant information only being disclosed for the purposes of the relevant transfer, participation or other agreement;

(ii) the relevant Bank considering it necessary to disclose the relevant information in order for the recipient of the information properly to determine (on a fully informed basis) whether or not it wishes to participate in the relevant transfer, participation or other agreement; and

(iii) the recipient of the relevant information undertaking to the Borrower or to the Agent or relevant Bank (but for the benefit of the Borrower) to be bound by an obligation equivalent to this Clause 28(b).

29. SET-OFF

A Finance Party may upon notice to the Borrower, following the occurrence of an Event of Default and whilst it continues, set off any matured obligation owed by the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any obligation (whether or not matured) owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at the Agent's Spot Rate of Exchange on the relevant date for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Finance Party may set off in an amount estimated by it in good faith to be the amount of that obligation.

30. PRO RATA SHARING

30.1 REDISTRIBUTION

If any amount owing by the Borrower under this Agreement to a Finance Party (the "RECOVERING FINANCE PARTY") is discharged by payment, set-off or any other manner other than through the Agent in accordance with Clause
10 (Payments) (a "RECOVERY"), then:

(a) the recovering Finance Party shall, within three Business Days, notify details of the recovery to the Agent;

(b) the Agent shall determine whether the recovery is in excess of the amount which the recovering Finance Party would have received had the recovery been received by the Agent and distributed in accordance with Clause 10 (Payments);

(c) subject to Clause 30.3 (Exceptions), the recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "REDISTRIBUTION") equal to the excess;

(d) the Agent shall treat the redistribution as if it were a payment by the Borrower under Clause 10 (Payments) and shall pay the redistribution to the Finance Parties (other than the recovering Finance Party) in accordance with Clause 10.7 (Payments); and

(e) after payment of the full redistribution, the recovering Finance Party will be subrogated to the portion of the claims paid under paragraph (d) above, and the

Borrower will owe the recovering Finance Party a debt which is equal to the redistribution, immediately payable and of the type originally discharged.

30.2 REVERSAL OF REDISTRIBUTION

If under Clause 30.1 (Redistribution):

(a) a recovering Finance Party must subsequently return a recovery, or an amount measured by reference to a recovery, to the Borrower; and

(b) the recovering Finance Party has paid a redistribution in relation to that recovery,

each Finance Party shall, within three Business Days of demand by the recovering Finance Party through the Agent, reimburse the recovering Finance Party all or the appropriate portion of the redistribution paid to that Finance Party together with interest on the amount to be returned to the recovering Finance Party for the period whilst it held the redistribution. Thereupon the subrogation in Clause 30.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement.

30.3 EXCEPTIONS

(a) A recovering Finance Party need not pay a redistribution to the extent that it would not, after the payment, have a valid claim against the Borrower in the amount of the redistribution pursuant to Clause 30.1(e) (Redistribution).

(b) A recovering Finance Party is not obliged to share with any other Finance Party any amount which the recovering Finance Party has received or recovered as a result of taking legal proceedings, if the other Finance Party had an opportunity to participate in those legal proceedings but did not do so or did not take separate legal proceedings.

31. SEVERABILITY

If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents.

32. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Documents.

33. NOTICES

33.1 GIVING OF NOTICES

All notices or other communications under or in connection with the Finance Documents shall be given in writing and unless otherwise stated, may be by letter or facsimile. Any such notice will be deemed to be given as follows:

(a) if by letter, when delivered personally or on actual receipt; and

(b) if by facsimile, when received in legible form.

However, a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

33.2 ADDRESSES FOR NOTICES

(a) The address and facsimile number of each Party (other than the Borrower, and Agent) for all notices under or in connection with the Finance Documents are:

(i) those notified by that Party for this purpose to the Agent on or before it becomes a Party; or

(ii) any other notified by that Party for this purpose to the Agent by not less than five Business Days' notice.

(b) The address and facsimile number of the Borrower are:

C/Musgo n degree 5,
2 degrees Plta.,
LA FLORIDA, 28023
Madrid

Facsimile: 00 34 91 3077 7043
Attention: Andres Luna

or such other as the Borrower may notify to the other Parties by not less than five Business Days' notice.

(c) The address and facsimile number of the Agent are:

125 London Wall
London Wall
London
EC2Y 5AJ

Facsimile: +44 (0) 207 777 2085/2360

Attention: Loans Agency

or such other as the Agent may notify to the other Parties by not less than five Business Days' notice.

(d) The address and facsimile number of the Spanish Security Agent are:

J.P. Morgan Bank S.A.
Paseo de la Castellana, 51
28046 Madrid,
Spain

Facsimile: +34 91 319 2900
Attention: Michael Hernan

or such other as the Spanish Security Agent may notify to the other Parties by not less than five Business Day's notice.

(e) All notices from or to the Borrower or a Bank shall be sent through the Agent.

(f) The Agent shall, promptly upon request from any Party, give to that Party the address or facsimile number of any other Party applicable at the time for the purposes of this clause.

34. LANGUAGE

(a) Any notice given under or in connection with any Finance Document shall be in English.

(b) All other documents provided under or in connection with any Finance Document shall be:

(i) in English; or

(ii) if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.

35. JURISDICTION

35.1 SUBMISSION

For the benefit of each Finance Party, the Borrower agrees that the courts of England have jurisdiction to settle any disputes in connection with any Finance Document and accordingly submits to the jurisdiction of the English courts.

35.2 SERVICE OF PROCESS

Without prejudice to any other mode of service, the Borrower:

(a) irrevocably appoints WFW Legal Services Limited at its offices, for the time being at 15 Appold Street, London EC2A 2HB as its agent for service of process relating to any proceedings before the English courts in connection with any Finance Document;

(b) agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned;

(c) consents to the service of process relating to any such proceedings by prepaid posting of a copy of the process to its address for the time being applying under Clause 33.2 (Addresses for notices); and

(d) agrees that if the appointment of any person mentioned in paragraph
(a) above ceases to be effective, the Borrower shall immediately appoint a further person in England to accept service of process on its behalf in England, and failing such appointment within 15 days the Agent is entitled to appoint such a person by notice to the Borrower.

35.3 FORUM CONVENIENCE AND ENFORCEMENT ABROAD

The Borrower:

(a) waives objection to the English courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with a Finance Document; and

(b) agrees that a judgment or order of an English court in connection with a Finance Document is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

35.4 NON-EXCLUSIVITY

Nothing in this Clause 35.4 limits the right of a Finance Party to bring proceedings against the Borrower in connection with any Finance Document:

(a) in any other court of competent jurisdiction; or

(b) concurrently in more than one jurisdiction.

35.5 WAIVER OF IMMUNITY

The Borrower irrevocably and unconditionally:

(a) agrees that its exercise of its rights and the performance of its obligations under the Finance Documents will constitute private and commercial acts done and performed for private and commercial purposes and, if any Finance Party brings legal proceedings against it or its assets in relation to the Finance Documents, no immunity from those proceedings shall be claimed by or on behalf of itself or for its assets;

(b) waives any such right of immunity which it or its assets now has or may acquire after the date of this Agreement; and

(c) consents generally to the giving of any relief or the issue of any process under those proceedings.

35.6 EXECUTIVE PROCEEDINGS AND SET-OFF

(a) (i) This Agreement, as well as any amendments hereto, will be formalised in a Spanish notarial document ("escritura publica"), so that it may have the status of a notarial document of loan for all purposes contemplated in Article 517, number 4 of the new Civil Procedural Law (Law 1/2000 of 7th January) ("Ley de Enjuiciamiento Civil"),

and Articles 913-4 and 914-2, in relation to Article 916-2 of the Spanish Commercial Code and other related provisions.

(ii) The sum payable by the Borrower shall be the total aggregate sum resulting from the balance shown in the account(s) maintained by the Agent (or the relevant Bank, as the case may be) in accordance with this Agreement. For the purposes of Articles 571 et seq. of the new Civil Procedural Law (Law 1/2000 of 7th January) ("Ley de Enjuiciamiento Civil"), the parties expressly agree that such balance shall be considered as an acknowledgement of debt and may be claimed pursuant to the same provisions of such law.

(iii) For the purpose of the provisions of Art. 571 et seq. of the new Civil Procedural Law (Law 1/2000 of 7th January) ("Ley de Enjuiciamiento Civil"), it is expressly agreed by the contracting parties that the determination of the debt to be claimed though the executive proceedings shall be effected by the Agent (or the relevant Bank, as the case may be) by means of the appropriate certificate evidencing the balance shown in the account or accounts of the Borrower. By virtue of the foregoing, to exercise executive action it will be sufficient to present an original notarial first copy of this Agreement and the notarial document ("acta notarial") that incorporates the certificate issued by the Agent (or the relevant Bank, as the case may be) evidencing that the determination of the amounts due and payable by the Borrower have been calculated as agreed in this Agreement and that such amounts coincide with the balance shown in the account or accounts of the Borrower.

(b) The covenant in sub-paragraph (a) above is also applicable with respect to any Bank with regard to its respective Commitment. Such Bank which may issue the appropriate certification of the balance of the account or accounts of the Borrower and the certification of the account balance may be legalised by a notary.

(c) The amount of the balance so established shall be notified to the Borrower in an attestable manner at least one (1) day in advance of exercising the action.

(d) The Borrower hereby expressly authorises the Agent (and any Bank, as appropriate), to request and obtain, by itself, certificates issued by the notary which has formalised this Agreement in order to evidence its accordance with the entries of his registry-book and the date of them for the purpose of number 5 of Article 517, of the new Civil Procedural Law (Law 1/2000 of 7th January) ("Ley de Enjuiciamiento Civil"), the amount of such certificate being for the account of the Borrower in the manner provided with respect to other expenses.

36. GOVERNING LAW

This Agreement is governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

BANKS                                                         COMMITMENTS
Banco BPI - Sucursal Financeira Exterior Em Santa Maria     $11,111,110.59

The Governor and Company of the Bank of Scotland            $11,111,110.59

Commerzbank Aktiengesellschaft, Sucursal en Espana          $11,111,110.59

Calyon                                                      $33,333,331.76

J.P. Morgan Bank S.A.                                       $11,111,110.59

Mizuho Corporate Bank, Ltd., Sucursal en Espana             $11,111,110.59

Vereins-und Westbank AG                                     $11,111,110.59

                                                          ----------------
                                      Total Commitments   US$  100,000,000
                                                          ----------------

SCHEDULE 2

INITIAL CONDITIONS PRECEDENT DOCUMENTS

1. BORROWER

(a) A certified copy* of the constitutional documents of the Borrower.

(b) A certified copy* of a notarised resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, each Finance Document and resolving that it execute each Finance Document then to be executed;

(ii) authorising a specified person or persons to execute each Finance Document on its behalf; and

(iii) empowering individuals of Allen & Overy, Madrid as its attorney to effect notarisation of each of the relevant Finance Documents on its behalf; and

(iv) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with each Finance Document.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A copy of the reporting form PE-1 assigning a NOF number to this Agreement, duly sealed by the Bank of Spain.

(e) A certified copy* of all other resolutions, consents, licences, exemptions and filings, corporate, official or otherwise which the Agent may reasonably require in connection with this Agreement or any other Finance Document.

2. GUARANTOR

(a) A certified copy* of the constitutional documents of the Guarantor.

(b) A certified copy* of a notarised resolution of the board of directors of the Guarantor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents and Related Contracts to which it is a party and resolving that it execute the Finance Documents and Related Contracts to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents and Related Contracts to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents and Related Contracts to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certified copy* of a notarised resolution of the shareholder(s) of the Guarantor approving the resolutions referred to in paragraph 3(b) above.

3. FINANCE DOCUMENTS

(a) A duly executed original of this Agreement (with evidence satisfactory to the Agent that it has been executed in England).

(b) A Spanish Public Document of the executed original of this Agreement with its translation into Spanish.

(c) A duly executed original of the Newbuilding Assignment (with evidence satisfactory to the Agent that it has been executed in England).

(d) A Spanish Public Document of the executed original of the Newbuilding Assignment with its translation into Spanish, together with evidence satisfactory to the Agent that such notarisation has taken place before any notarisation of the Second Priority Newbuilding Assignment.

(e) A duly executed original of the General Assignment (with evidence satisfactory to the Agent that it has been executed in England).

(f) Executed original of the General Assignment with its signatures legalised by a Spanish Notary Public.

(g) A duly executed original of the Vessel Management Assignment (with evidence satisfactory to the Agent that it has been executed in England).

(h) Executed original of the Vessel Management Assignment with its signatures legalised by a Spanish Notary Public.

(i) A Spanish Public Document of the executed Pledge of Quota Shares.

(j) A duly executed original of the Guarantee (with evidence satisfactory to the Agent that it has been executed in England).

(k) Executed original of the Guarantee with its signatures legalised by a Spanish Notary Public.

(l) All share certificates and other documents of title or evidence of ownership in relation to the Shares together with all share transfers and other documents which may be requested by the Agent.

(o) A certified copy* of each Related Contract, duly executed.

(p) A duly executed original of each Fee Letter together with confirmation from the Agent of payment by the Borrower of amounts due thereunder.

(q) A certified copy* of the duly executed original of the novation of the Newbuilding Contract, together with evidence satisfactory to the Agent that the Effective Date (as defined therein) has occurred.

(r) Duly executed originals of all notices of assignment required to be served under each Security Document referred to above (with evidence satisfactory to the Agent that they have each been executed in England) and the acknowledgements thereof, duly executed by each relevant counterparty.

4. OTHER DOCUMENTS

(a) A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.

(b) A letter from WFW Legal Services Limited agreeing to its appointment as process agent for the Borrower and the Guarantor under the Finance Documents.

(c) Confirmation from the Agent of its satisfaction with a letter of undertaking from Repsol YPF S.A. in relation to the underlying gas supply contracts.

(d) Confirmation from JPMorgan Chase Bank, N.A. to the Agent confirming that the Earnings Account and the Disbursement Account have been duly opened and funded.

(e) A copy of a power of attorney given by the Borrower to the Spanish Security Agent for the purposes of notarising this Agreement and the other relevant Finance Documents, duly executed, notarised and apostilled.

(f) A copy of each Power of Attorney given by each Bank in the form of Schedule 8 (Form of Bank's Power of Attorney) duly executed, notarised and apostilled.

(g) Evidence satisfactory to the Agent of entry into a Technical Management Agreement by the Borrower with Dorchester Maritime Limited, on terms satisfactory to the Agent.

5. PRE-DELIVERY INSURANCE

(a) A certified copy of all current Pre-delivery Insurances and Permissible Delays Insurances policies in respect of the Vessel.

(b) Evidence that the name of the Agent has been endorsed on the Pre-delivery Insurance policies and on the Permissible Delays Insurances policies as additional insured and loss payee.

(c) A duly executed and notarised notice of assignment (and acknowledgement of the same) of the Pre-delivery Insurance and Permissible Delays Insurances in respect of the Vessel duly executed by the Borrower substantially in the form provided for in the General Assignment and the Newbuilding Assignment.

(d) Fax confirmation from each broker, insurer and club concerned with the Pre-delivery Insurance and Permissible Delays Insurances of the Vessel that:

(i) the relevant cover is in effect;

(ii) they will accept notice of assignment of the Pre-delivery Insurance and Permissible Delays Insurances in favour of the Agent;

(iii) they will restrict their lien for unpaid premiums under any fleet policy to unpaid premiums in respect of that Vessel only;

(iv) they will issue a letter of undertaking in the current LIBA form (in the case of Lloyds brokers), substantially in the form provided for in the General Assignment and the Newbuilding Assignment (in the case of non-Lloyds brokers and insurers other than clubs) or in their current standard form (in the case of clubs);

(v) they will accept endorsement of a loss payable clause on the policies in the form provided for in the General Assignment and the Newbuilding Assignment (in the case of brokers and insurers other than clubs) or will note the interest of the Agent in the entry for the Vessel by way of a loss payable clause in their current standard form (in the case of clubs); and

(vi) they are not aware of any mortgage, charge, assignment or other encumbrance affecting the Pre-delivery Insurance and Permissible Delays Insurances with which they are concerned (other than any previously disclosed by the Borrower to the Agent in writing).

(e) Confirmation from the Agent of the Banks' satisfaction with a final insurance report prepared by The Miller Insurance Group.

6. LEGAL OPINIONS

(a) A legal opinion of Allen & Overy, London office, English legal advisers to the Agent, addressed to the Finance Parties.

(b) A legal opinion of Allen & Overy, Madrid office, Spanish legal advisers to the Agent, addressed to the Finance Parties.

(c) Legal opinions (in-house) in relation to execution by the issuers of the Refund Guarantee and the Performance Guarantee.

(d) A legal opinion of Kim & Chang, Korean legal advisers to the Agent, addressed to the Finance Parties, as to the novation and assignment of the Newbuilding Contract.

* Each certified copy document must be certified by a director, officer or duly authorised attorney of the Borrower as being true and complete as at a date no earlier than the date of this Agreement.

SCHEDULE 3

DELIVERY DATE CONDITIONS PRECEDENT DOCUMENTS

1. BORROWER

(a) A certified copy of the constitutional documents of the Borrower.

(b) A certified copy of a notarised resolution of the board of directors of the Borrower (unless such a resolution in relation to the issues below is still in force):

(i) approving the delivery of the Vessel and the terms of, and the transactions contemplated by, the Mortgage and resolving that it execute the Mortgage;

(ii) authorising a specified person or persons to execute the Mortgage on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign or despatch all other documents and notices to be signed or despatched by it under or in connection with the Mortgage.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certified copy of all other resolutions, consents, licences, exemptions and filings, corporate, official or otherwise which the Agent may reasonably require in connection with the Mortgage.

2. GUARANTOR

(a) A certified copy* of the constitutional documents of the Guarantor.

(b) A certified copy* of a notarised resolution of the board of directors of the Guarantor (unless such a resolution in relation to the issues below is still in force):

(i) approving the terms of, and the transactions contemplated by, the Finance Documents and Related Contracts to which it is a party and resolving that it execute the Finance Documents and Related Contracts to which it is a party;

(ii) authorising a specified person or persons to execute the Finance Documents and Related Contracts to which it is a party on its behalf; and

(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents and Related Contracts to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) A certified copy* of a notarised resolution of the shareholder(s) of the Guarantor approving the resolutions referred to in paragraph 3(b) above.

3. DOCUMENTS

(a) A duly executed and notarised original of the Mortgage together with an official translation thereof into English.

(b) A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Security Documents or for the validity and enforceability of either of those documents.

4. THE VESSEL

(a) Evidence that:

(i) the title to the Vessel is held by the Borrower free of all Security Interests other than Permitted Liens;

(ii) the Vessel is registered in the name of the Borrower as a Canary Islands flag ship at the port of Santa Cruz de Tenerife in the Canary Islands;

(iii) there is no Security Interest whatsoever of any kind upon the Vessel or the Obligatory Insurances or Earnings of the Vessel other than Permitted Liens;

(iv) the Mortgage in respect of the Vessel has been duly recorded in the Special Registry of Ships of the Canary Islands in accordance with Spanish law and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Special Registry of Ships of the Canary Islands in respect of the Vessel have been paid in full; and

(v) evidence that the Vessel is subject to a safety management system which complies with the ISM Code.

(b) A certified copy* of:

(i) a classification certificate in respect of the Vessel showing the Vessel to be in class without recommendation, condition or qualification;

(ii) a valid Interim Safety Management Certificate for the Vessel; and

(iii) a valid Document of Compliance.

(c) Confirmation acceptable to the Agent that:

(i) the Time Charterer has accepted the Vessel pursuant to the terms of the Time Charter; and

(ii) the Borrower has accepted the Vessel pursuant to the terms of the Newbuilding Contract.

5. INSURANCE

(a) A certified copy of all current insurance policies in respect of the Vessel.

(b) A duly executed and notarised notice of assignment (and acknowledgement of the same) of the Obligatory Insurances in respect of the Vessel duly executed by the Borrower substantially in the form provided for in the General Assignment and the Newbuilding Assignment.

(c) Fax confirmation from each broker, insurer and club concerned with the Obligatory Insurances of the Vessel that:

(i) the relevant cover is in effect;

(ii) they will accept notice of assignment of the Obligatory Insurances in favour of the Agent;

(iii) they will restrict their lien for unpaid premiums under any fleet policy to unpaid premiums in respect of that Vessel only;

(iv) they will issue a letter of undertaking in the current LIBA form (in the case of Lloyds brokers), in the form provided for in the General Assignment and the Newbuilding Assignment (in the case of non-Lloyds brokers and insurers other than clubs) or in their current standard form (in the case of clubs);

(v) they will accept endorsement of a loss payable clause on the policies in the form provided for in the General Assignment and the Newbuilding Assignment (in the case of brokers and insurers other than clubs) or will note the interest of the Agent in the entry for the Vessel by way of a loss payable clause in their current standard form (in the case of clubs); and

(vi) they are not aware of any mortgage, charge, assignment or other encumbrance affecting the Obligatory Insurances with which they are concerned (other than any previously disclosed by the Borrower to the Agent in writing).

6. LEGAL OPINIONS

(a) A legal opinion of Allen & Overy, London office, English legal advisers to the Agent, addressed to the Finance Parties.

(b) A legal opinion of Allen & Overy, Madrid office, Spanish legal advisers to the Agent, addressed to the Finance Parties.

* Each certified copy document must be certified by a director, officer or duly authorised attorney of the Borrower as being true and complete as at a date no earlier than the date of this Agreement.

SCHEDULE 4

FORM OF REQUEST

To: J.P. Morgan Europe Limited as Agent

From: Naviera Teekay Gas S.L.

Date: [ ]

NAVIERA TEEKAY GAS S.L.
US$100,000,000 REVOLVING CREDIT AGREEMENT DATED 22 FEBRUARY, 2001
(AS AMENDED, NOVATED OR SUPPLEMENTED FROM TIME TO TIME)

1. We wish to borrow a Loan from the Banks as follows:

(a) Drawdown Date: [ ]

(b) Amount: [ ]

(c) Term: [ ]

(d) Payment Instructions: [ ].

2. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Request.

3. We hereby specify that the Loan shall be designated as a [General Revolving Loan/Distribution Loan].

By:

NAVIERA TEEKAY GAS S.L.
Authorised Signatory

SCHEDULE 5

FORM OF NOVATION CERTIFICATE

To: J.P. Morgan Europe Limited as Agent

From: [THE EXISTING BANK] and [THE NEW BANK]

Date: [ ]

NAVIERA TEEKAY GAS S.L.
US$100,000,000 REVOLVING CREDIT AGREEMENT DATED 22 FEBRUARY, 2001
(AS AMENDED, NOVATED OR SUPPLEMENTED FROM TIME TO TIME)

HULL NO. 2205

We refer to Clause 27.3 (Procedure for novations).

1. We [ ] (the "EXISTING BANK") and [ ] (the "NEW BANK") agree to the Existing Bank and the New Bank novating all the Existing Bank's rights and obligations referred to in the Schedule in accordance with Clause 27.3 (Procedure for novations).

2. The specified date for the purposes of Clause 27.3(c) is [date of novation].

3. The Facility Office and address for notices of the New Bank for the purposes of Clause 33.2 (Addresses for notices) are set out in the Schedule.

4. This Novation Certificate is governed by English law.

[NEW BANK]

[Facility Office                          Address for notices]

[Existing Bank]                [New Bank]                         J.P. Morgan
                               International Limited              Europe Limited

By:                            By:                                By:

Date:                          Date:                              Date:

SCHEDULE 6

CALCULATION OF THE MANDATORY COST

(a) For the purpose of paragraph (a) of the definition of Mandatory Cost, the Mandatory Cost for a Loan for its Term is the rate determined by the Agent to be equal to the arithmetic mean (rounded upward, if necessary, to four decimal places) of the respective rates notified by each of the Reference Banks to the Agent and calculated in accordance with the following formula:

F x 0.01
-------- % Per annum

where on the day of application of the formula F is the charge payable by the relevant Bank to the Financial Services Authority under paragraph 2.02 or 2.03 (as appropriate) of the Fees Regulations (but where for this purpose, the figure in paragraph 2.02b and 2.03b will be deemed to be zero) expressed in pounds per Pound Sterling 1 million of the fee base of the Reference Bank.

(b) For the purposes of this Schedule 6:

(i) "FEE BASE" has the meaning given to it in the Fees Regulations;

(ii) "FEES REGULATIONS" means the Banking Supervision (Fees) Regulations 2000 and/or any other regulations governing the payment of fees for banking supervision.

(c) If a Reference Bank does not supply a rate to the Agent, the applicable Mandatory Cost will be determined on the basis of the rate(s) supplied by the remaining Reference Banks.

(d) (i) The formula is applied on the first day of the Term of the Loan.

(ii) Each rate calculated in accordance with the formula is, if necessary, rounded upward to four decimal places.

(e) If the Agent determines that a change in circumstances has rendered, or will render, the formula inappropriate, the Agent (after consultation with the Banks) shall notify the Company of the manner in which the Mandatory Cost will subsequently be calculated. The manner of calculation so notified by the Agent shall, in the absence of manifest error, be binding on all the Parties.

SCHEDULE 7

FORM OF COMPLIANCE CERTIFICATE

To: J.P. Morgan Europe Limited (as Agent)

From: Naviera Teekay Gas S.L.

NAVIERA TEEKAY GAS S.L. - US$100,000,000 REVOLVING CREDIT AGREEMENT DATED 22
FEBRUARY, 2001 (AS AMENDED, SUPPLEMENTED OR NOVATED FROM TIME TO TIME) (THE
"CREDIT AGREEMENT") HULL NO. 2205

1. Terms defined in the Credit Agreement have the same meaning in this Certificate.

2. I/We hereby certify that [no Default has occurred and is continuing or is outstanding] [a Default under Clause [ ] is outstanding and the following steps are being taken to remedy it [ ](1)](1).

3. The information in this certificate is based on information which has been properly extracted from the audited consolidated accounts of the Guarantor for the year ended [ ], is clerically accurate and has been calculated in accordance with the Credit Agreement.

Yours faithfully,

[_____________________](1)
Chief Executive Officer

[or]

and

SCHEDULE 8

FORM OF BANK'S POWER OF ATTORNEY

POWER OF ATTORNEY

On this ___ day of ______, 2000.

Before me, _______________, Notary Public of _______________, [Country].

Appears Mr. ______________, of legal age, [profession], with address at ______________________________, with passport no. _______________, issued in ___________, on _______________ and I have identified him.

Mr. ________________________________ acts on behalf of [NAME OF THE BANK] corporate address at [______________] and with company registration number
[__________________]. [NAME OF THE BANK] is a company validly incorporated and duly existing under the Laws of [_____________].

I have checked the personal identity of the appearer and the appearer has, in my opinion, the legal authority necessary to validly execute this document on behalf of [NAME OF THE BANK] [pursuant to a power of attorney granted to him in a deed executed before a Notary Public of________________, Mr._________________ the ______________ with number _________ of his notarial file] or [in conformity with a resolution of its board of directors of_____________dated ___________] or
[as director of the company duly appointed on ________________].

By these presents [NAME OF BANK] GRANTS FULL POWERS OF ATTORNEY to:

1. Mr. Alfonso LOPEZ-IBOR ALINO, lawyer, married, born on 6th December 1947, of Spanish nationality, domiciled at Antonio Maura 7, Madrid, holder of Spanish identity card number 246053, to Mr. Eduardo SEBASTIAN DE ERICE y MALO DE MOLINA, lawyer, married, born on 19th June 1967, of Spanish nationality, domiciled at Antonio Maura 7, Madrid, holder of Spanish Identity Card number 51388757, to Ms. Marta BERTRAN LOPEZ-IBOR, lawyer, single, born on 21st October 1974, of Spanish nationality, domiciled at Antonio Maura 7, Madrid, holder of Spanish Identity Card number 2907552, to Mr. Jesus Daniel CARNERO PRIETO, lawyer, single, born on 23rd August, 1974, of Spanish nationality, domiciled at Antonio Maura 7, Madrid, holder of Spanish Identity Card number 44900981 and to Mr. Mariano LOPEZ PENAS, lawyer, single, born on 13th July, 1976, of Spanish nationality, domiciled at Antonio Maura 7, Madrid, holder of Spanish Identity Card number 23261045H (each, an "ATTORNEY"), so that any of them, severally, may exercise, in the name and stead of [NAME OF THE BANK], the following faculties:

(a) to appear before a Notary Public and sign and/or raise to the status of "escritura publica" or intervened as "poliza" the Senior Facility Agreement entered into between Naviera Teekay Gas S.L. as Borrower (the "BORROWER"), J.P. Morgan Europe Limited as Agent (the "AGENT"), J. P. Morgan plc and J.P. Morgan Bank S.A. as joint arrangers, J.P. Morgan Bank S.A. (in this capacity, the "SPANISH SECURITY AGENT") and the several banks and financial institutions referred to therein as the banks (the "BANKS") (as supplemented and amended from time to time, the "SENIOR FACILITY AGREEMENT");

(b) to appear before a Notary Public and accept any mortgage, assignment, swap agreement, pledge over shares or any other real or personal guarantee granted in favour, among others, of [NAME OF THE BANK] in its capacity as a Bank, including a mortgage over any real estate or vessels owned by the Borrower , fixing their price for the purposes of an auction and the address for serving of notices and submitting to the jurisdiction of law courts by waiving its own forum, and release such mortgage, all of the foregoing under the terms and conditions which the Attorney may freely agree, signing the notarial deed ("escritura publica") of mortgage;

(c) to ratify, if necessary or convenient any such "escritura publica" executed by an orally appointed representative in the name or on behalf of [NAME OF THE BANK];

(d) to execute (under hand or personal seal) and/or do any and all deeds, documents, acts and things, including the signing of approvals or forms required before the Spanish Tax Authorities, and/or the execution of any further notarial deed of amendment ("escritura publica de rectificacion o subsanacion") that may be required for the purpose of sub-paragraphs (a), (b), (c) or (d) above; and

(e) to execute (under hand or personal seal) and/or do any and all deeds, documents, acts and things which the Attorney may consider necessary or expedient for the purpose or in connection with sub-paragraphs (a), (b), (c), (d) or (e) above;

2. J.P. MORGAN BANK S.A. with corporate address at [ ] and with company registration number [ ] acting as joint and several creditor and in its capacity as Spanish Security Agent as its attorney (an "ATTORNEY"), so that it may exercise, in the name and stead of [NAME OF THE BANK], the following faculties:

(a) to execute, administer and enforce the documents mentioned in Clause 1 sub-paragraphs (c) and (d) above and, insofar as they relate to the documents referred to in Clause 1 sub-paragraphs (c) and (d) above, Clause 1 sub-paragraphs (e) and (f) above, as well as any type of pledge and/or assignment granted in favour, among others, of
[NAME OF THE BANK] in its capacity as a Bank;

(b) to ratify, if necessary or convenient any such "escritura publica" executed by an orally appointed representative in the name or on behalf of [NAME OF THE BANK]; and

(c) to execute (under hand or personal seal), administer and enforce and/or do any and all deeds, documents, acts and things which it may consider necessary or expedient for the purpose or in connection with sub-paragraphs (a) and (b) above; and

3. J.P. MORGAN EUROPE LIMITED with corporate address at 125 London Wall, London Wall, London EC2Y 5AJ and with company registration number 00938937 in its capacity as Agent for the Finance Parties (as defined in the Senior Facility Agreement) as its attorney (an "ATTORNEY"), so that it may exercise, in the name and stead of [NAME OF THE BANK], the following faculties:

(a) to execute, administer and enforce the document mentioned in Clause 1 sub-paragraph (b) above and, insofar as they relate to the documents referred to in Clause 1 sub-paragraph (b) above, Clause 1 sub-paragraphs (e) and (f) above, as well as any type of pledge and/or assignment granted in favour, among others, of [NAME OF THE BANK] in its capacity as a Bank;

(b) to ratify, if necessary or convenient any such "escritura publica" executed by an orally appointed representative in the name or on behalf of [NAME OF THE BANK]; and

(c) to execute (under hand or personal seal), administer and enforce and/or do any and all deeds, documents, acts and things which it may consider necessary or expedient for the purpose or in connection with sub-paragraphs (a) and (b) above.

I certify and attest that all the formalities requested by the laws of ________ for the validity of this instrument have been duly complied with and that under the laws of _________ this Power of Attorney does not required to be registered in any public registry.

In witness whereof the undersigned has caused these powers of attorney to be executed as a deed in ____________, this _______ day of _______________ 2000.

Executed as a deed by
[NAME OF THE BANK]

Acting by Mr._______________ Signature of the Notary Public

(Signature of the Notary public legalised in accordance with the apostille procedure provided for under The Hague Convention of 5th October, 1961).

SCHEDULE 9

FORM OF DEED OF ASSIGNMENT OF INTEREST

In Madrid, my residence, on the ___________________, 2000

Before me, ___________________________, Notary Public of Madrid and of its Bar.

APPEAR

OF ONE PART, Mr. ________________________, [details of the appearer to be filled in by the Spanish notary public]

ON THE SECOND PART, Mr.__________________________________, [details of the appearer to be filled in by the Spanish notary public]

AND Mr. ______________________________________, [details of the appearer to be filled in by the Spanish notary public]

WHO ACT

Mr. _____________________________, on behalf of [EXISTING BANK], [details of the Existing Bank and of the appearer's notarised and apostilled powers of attorney to be filled in by the Spanish notary public].

Mr. _____________________________ acts on behalf of [NEW BANK], [details of the New Bank and of the appearer's notarised and apostilled powers of attorney to be filled in by the Spanish notary public].

Mr. ______________________________ acts on behalf of J.P. Morgan Bank S.A. as Spanish Security Agent, [details of the Agent and of the appearer's notarised and apostilled powers of attorney to be filled in by the Spanish notary public].

WHEREAS

I. [EXISTING BANK] is party to a US$100,000,000 Senior Revolving Credit Facility Agreement dated 22 February, 2001 as amended by a first supplemental agreement dated [ ], 2005 (the "SENIOR FACILITY AGREEMENT") between, inter alia, the Spanish company Naviera Teekay Gas S.L. as Borrower (the "BORROWER"), the Existing Bank, J.P. Morgan Bank S.A. as Spanish Security Agent and J.P. Morgan Europe Limited as Agent and the other parties named therein.

II. The Senior Facility Agreement is secured, inter alia, with the following Spanish law security documents (hereinafter together the "SPANISH SECURITY DOCUMENTS"):

(i) Mortgage over a 140,500 cmb LNG carrying vessel with Hull Number 2205 dated _________________ (the "MORTGAGE") relating to the Senior Facility Agreement granted by

the Borrower under a notarial deed authorised by the Notary Public of [Madrid] Mr. ______________________ under number _______ of his notarial file, and recorded in the [Mercantile Registry of the Canary Islands] under Book ______, Folio _______, on the _________________.

(ii) Pledge over the shares in the Borrower, dated _____________ (the "PLEDGE") relating to the Senior Facility Agreement granted by
[insert details of current shareholders/pledgors] in a notarial deed authorised by the Notary Public of [Madrid] Mr. ___________________ under number _____ of his notarial file.

III. Under a Novation Agreement dated ____________ (the "NOVATION AGREEMENT") between [EXISTING BANK] and [NEW BANK] and the Agent, the [EXISTING BANK] has assigned to [NEW BANK] [part/all] its rights, obligations and commitments under the Senior Facility Agreement with effect as of
[_______________], including, but not limited, all its rights under the Spanish Security Documents.

IV. [EXISTING BANK] and [NEW BANK] have agreed to formalise the Novation Agreement for purposes of Spanish law, and in particular, to validly assign its rights under the Mortgage and to permit the registration of the assignment of the Mortgage in the [Mercantile Registry of the Canary Islands].

CLAUSES

FIRST: The [EXISTING BANK] and [NEW BANK], with the assistance of the Spanish Security Agent, hereby formalise the Novation Agreement in this notarial deed delivering to me, the Notary, an original executed copy of the Novation Certificate, which the parties ratify in its entirety, together with its certified translation into Spanish, and are hereby incorporated unto this notarial deed.

The New Bank hereby declares that he knows the terms and conditions of the Senior Facility Agreement and of the Spanish Security Documents, which it ratifies in its entirety.

SECOND: For the purposes of Spanish law, the Existing Bank has assigned
[part/all] of its commitments, rights and obligations under the Senior Facility Agreement as follows:

[details of the portion assigned]

THIRD: The assignment described in the foregoing clauses implies the assignment of all documents granted as security thereof, including the Spanish Security Agreements. For such purposes, the portion that the Existing Bank and the New Bank will have under the Spanish Security Documents will be as follows:

[details of the portion of the Existing Bank and of the portion of the New Bank]

Specifically, for the purposes of clause ________ of the Mortgage, the parties hereby establish that the share of each the Existing Bank and the New Bank is fixed as follows:

[details of the portion of the Existing Bank and of the portion of the New Bank for the purposes of the Mortgage]

FOURTH: [NEW BANK] hereby requests the registration of the Novation Agreement and of the assignment under the Mortgage in the [Mercantile Registry of the Canary Islands], and hereby

appoints Mr. [______________] and/or Mr. [______________], so that any of them may file this notarial deed with the relevant public registry in order to register the assignment of the Mortgage with the registry, and if applicable to give notice to the Borrower so that the Novation Agreement and the assignment of the Pledge is duly recorded in the Registry Book of Share of the Borrower.

For the above purposes, if in the examination of this notarial deed, the Registrar considers that any clause, provision, paragraph, sub-paragraph line or mention of this deed is not recordable, the parties hereby expressly accept his opinion and hereby renounce to the registration of such clause, provision, paragraph, sub-paragraph line or mention, and specifically requests the partial registration of this deed, so that the assignment of the Mortgage is duly recorded.

The parties agree, through their attorneys, to execute any and all deeds, documents, acts and things that they may consider necessary or expedient to duly register the assignment of the Mortgage to [NEW BANK].

FIFTH: All the costs and expenses derived from the execution of this deed will be borne by [NEW BANK].

SIXTH: This notarial deed of assignment is governed by Spanish law. [EXISTING BANK] and [NEW BANK] submit for any litigation which may derive from this deed to the non-exclusive jurisdiction and competence of the Courts of the city
[Madrid].

So it is said and accepted by the appearers in their capacity as they act, whom I orally admonish about the legal implications.

After reading this notarial deed, the appearers agree to it, approve it, ratify it and sign with me, the Notary.

SIGNATORIES

BORROWER

NAVIERA TEEKAY GAS S.L.

By:

BANKS

J.P. MORGAN BANK S.A.

By:

THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:

COMMERZBANK AKTIENGESELLSCHAFT, SUCURSAL EN ESPANA

By:

CALYON

By:

MIZUHO CORPORATE BANK LTD., SUCURSAL EN ESPANA

By:

VEREINS - UND WESTBANK AG

By:

BANCO BPI - SUCURSAL FINANCEIRA EXTERIOR EM SANTA MARIA

By:

AGENT

J.P. MORGAN EUROPE LIMITED

By:

SPANISH SECURITY AGENT

J.P. MORGAN BANK S.A.

By:

ARRANGER

J. P. MORGAN plc

By:

J.P. MORGAN BANK S.A.

By:

NUMBER [___]

APPENDIX A

NOTARIAL DEED OF MORTGAGE OVER VESSEL

[TO BE INSERTED]

Draft: 4.04.2005

AGREEMENT

DATED 22nd February, 2001

US$100,000,000

REVOLVING CREDIT FACILITY

NAVIERA TEEKAY GAS S.L.
as Borrower

THE SEVERAL BANKS AND FINANCIAL INSTITUTIONS
as Banks

J.P. MORGAN EUROPE LIMITED
as Agent

and

J.P. MORGAN BANK S.A.
as Spanish Security Agent

as jointly arranged by

J. P. MORGAN plc

and

J.P. MORGAN BANK S.A.

[ALLEN & OVERY LLP LOGO]
LONDON

INDEX

CLAUSE                                                                      PAGE
1.       Interpretation....................................................   1
2.       The Facility......................................................  19
3.       Purpose...........................................................  20
4.       Conditions Precedent..............................................  20
5.       Drawdown..........................................................  21
6.       Repayment.........................................................  21
7.       Prepayment and Cancellation.......................................  22
8.       Interest..........................................................  24
9.       Terms.............................................................  25
10.      Payments..........................................................  26
11.      Taxes.............................................................  28
12.      Market Disruption.................................................  29
13.      Increased Costs...................................................  30
14.      Illegality........................................................  31
15.      Mitigation........................................................  32
16.      Representations and Warranties....................................  32
17.      Undertakings......................................................  37
18.      Valuation.........................................................  56
19.      Default...........................................................  56
20.      The Agent and the Finance Parties.................................  60
21.      Fees..............................................................  68
22.      Expenses..........................................................  69
23.      Stamp Duties......................................................  69
24.      Indemnities and Break Costs.......................................  69
25.      Evidence and Calculations.........................................  73
26.      Amendments and Waivers............................................  74
27.      Changes to the Parties............................................  75
28.      Disclosure of Information.........................................  77
29.      Set-off...........................................................  78
30.      Pro Rata Sharing..................................................  78
31.      Severability......................................................  79
32.      Counterparts......................................................  79
33.      Notices...........................................................  80
34.      Language..........................................................  81
35.      Jurisdiction......................................................  81
36.      Governing Law.....................................................  83

SCHEDULES                                                                  PAGE
1.       Banks and Commitments............................................   84
2.       Initial Conditions Precedent Documents...........................   85
3.       Delivery Date Conditions Precedent Documents.....................   89
4.       Form of Request..................................................   92
5.       Form of Novation Certificate.....................................   93
6.       Calculation of the Mandatory Cost................................   94
7.       Form of Compliance Certificate...................................   95
8.       Form of Bank's Power of Attorney.................................   97
9.       Form of Deed of Assignment of Interest...........................  100

SIGNATORIES...............................................................  103

EXHIBIT 10.3

TEEKAY LNG PARTNERS L.P.

2005 LONG-TERM INCENTIVE PLAN

SECTION 1. PURPOSE OF THE PLAN.

The Teekay LNG Partners L.P. 2005 Long-Term Incentive Plan (the "Plan") is intended to promote the interests of Teekay LNG Partners L.P., a Marshall Islands limited partnership (the "Partnership"), by providing incentive awards to employees, consultants, and directors of Teekay GP L.L.C., a Marshall Islands limited liability company (the "Company"), and its Affiliates who perform services for the Partnership or its subsidiaries. The Plan is also contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and to encourage them to devote their best efforts to advancing the business of the Partnership and its subsidiaries.

SECTION 2. DEFINITIONS.

As used in the Plan, the following terms shall have the meanings set forth below:

"ACQUISITION PRICE" means the higher of (a) the highest reported sales price, regular way, of a Unit in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which the Units are listed or on Nasdaq during the 60-day period prior to and including the date of a Change of Control or (b) if the Change of Control is the result of a tender or exchange offer or a negotiated acquisition of Units, the highest price per Unit paid in such tender or exchange offer or acquisition. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined by the Board in its sole discretion.

"AFFILIATE" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"AWARD" means an Option, Restricted Unit, Phantom Unit, Unit Appreciation Right, cash-based award or other incentive payable in cash or in Units as may be

designated by the Committee from time to time, and shall include any tandem DERs granted with respect to a Phantom Unit.

"AWARD AGREEMENT" means the written agreement by which an Award shall be evidenced.

"BOARD" means the Board of Directors of the Company.

"CAUSE" unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or its Affiliate, means dishonesty, fraud, serious misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by criminal law (except minor violations), in each case as determined by the Committee, whose determination shall be conclusive and binding.

"CHANGE OF CONTROL" means, and shall be deemed to have occurred upon the consummation of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of Teekay, the Partnership, or the Company to any Person and/or its Affiliates, other than to Teekay, the Partnership, the Company and/or any of their Affiliates; or (ii) the consolidation, reorganization, merger or other transaction pursuant to which more than 50% of the voting power of the outstanding equity interests in Teekay, the Partnership, or the Company cease to be owned by the Persons who own such interests as of the effective date of the initial public offering of Units.

"COMMITTEE" means the Corporate Governance Committee of the Board or such other committee of the Board appointed by the Board to administer the Plan, which shall be composed of two or more directors, each of whom shall be a "non-employee director" within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor rule.

"CONSULTANT" means an individual who performs services for the Partnership or its subsidiaries and is not an Employee or a Director.

"DER" means a contingent right, granted in tandem with a specific Phantom Unit, to receive an amount in cash equal to, and at the same time as, the cash distributions made by the Partnership with respect to a Unit during the period such Phantom Unit is outstanding.

"DIRECTOR" means a member of the Board who is not an Employee.

"DISABILITY" unless otherwise defined by the Committee or in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or its Affiliate, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or its Affiliate and to be engaged in any substantial gainful activity, in each case as determined by the Committee, whose determination shall be conclusive and binding.

"EMPLOYEE" means any employee of the Company or an Affiliate who performs services for the Partnership or its subsidiaries.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"FAIR MARKET VALUE" means the closing sales price of a Unit on the date of determination (or if there is no trading in the Units on such date, on the next preceding date on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee). In the event Units are not publicly traded at the time a determination of Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made in good faith by the Committee.

"GOOD REASON" unless otherwise defined by the Committee or in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or its Affiliate, means the Participant's voluntary resignation following any of the following events or conditions and the failure of the Successor Company to cure such event or condition within 30 days after receipt of written notice from the Participant:
(a) a change in the Participant's position which materially reduces the Participant's level of responsibility; (b) a reduction in the Participant's level of compensation (including base salary, fringe benefits or participation in any corporate performance based bonus or incentive programs) by more than 15%; or (c) a relocation of the Participant's place of employment by more than 50 miles; provided and only if such change, reduction or relocation is effected without the Participant's consent.

"OPTION" means an option to purchase Units granted under the Plan.

"PARTICIPANT" means any Employee, Consultant or Director granted an Award under the Plan.

"PARTNERSHIP AGREEMENT" means the First Amended and Restated Agreement of Limited Partnership of Teekay LNG Partners L.P., as it may be amended or amended and restated from time to time.

"PERSON" means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

"PHANTOM UNIT" means a phantom (notional) Unit granted under the Plan which upon vesting entitles the Participant to receive a Unit or an amount of cash equal to the Fair Market Value of a Unit, as determined by the Committee in its discretion.

"RESTRICTED PERIOD" means the period established by the Committee with respect to an Award during which the Award remains subject to forfeiture and is either not exercisable by or payable to the Participant, as the case may be.

"RESTRICTED UNIT" means a Unit granted under the Plan that is subject to a Restricted Period.

"RETIREMENT" unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or its Affiliate, means "Retirement" as defined for purposes of the Plan by the Committee or, if not so defined, means Termination of Service on or after the date the Participant reaches the Company's normal retirement age.

"RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

"SEC" means the Securities and Exchange Commission, or any successor thereto.

"SUCCESSOR COMPANY" means the surviving company or the successor company, as applicable, in connection with a Change of Control.

"TEEKAY" means Teekay Shipping Corporation, a Republic of The Marshall Islands corporation.

"TERMINATION OF SERVICE" means a termination of employment or service relationship with the Company or its Affiliates for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Committee, whose determination shall be conclusive and binding. Transfer of a Participant's employment or service relationship between the Company and any Affiliate shall not be considered a Termination of Service for purposes of an Award.

Unless the Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant's employment or service relationship is with an entity that has ceased to be an Affiliate.

"UDR" means a distribution made by the Partnership with respect to a Restricted Unit.

"UNIT" means a Common Unit of the Partnership.

"UNIT APPRECIATION RIGHT" means an Award that, upon exercise, entitles the holder to receive the excess of the Fair Market Value of a Unit on the exercise date over the base price established for such Unit Appreciation Right. Such excess may be paid in cash and/or in Units, as determined by the Committee in its discretion.

SECTION 3. ADMINISTRATION.

The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the following and any applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan, including the power to grant Awards under the Plan, to the Chief Executive Officer of the Company, subject to such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any such delegation all references in the Plan to the "Committee", other than in Section 8, shall be deemed to include the Chief Executive Officer; provided, however, that such delegation shall not limit the Chief Executive Officer's right to receive Awards under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or take any action with respect to any Award previously granted to, himself or herself or to any other person who would be subject to Rule 16b-3 or who is a member of the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Units to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited;
(vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems

necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, the Partnership, any Affiliate of the Company or the Partnership, any Participant, and any beneficiary of any Award.

SECTION 4. UNITS.

(a) Limits on Units Deliverable. Subject to adjustment as provided in
Section 4(c), the number of Units available for delivery under the Plan is 1,000,000. There shall not be any limitation on the number of Awards that may be granted and paid in cash. If any Award is forfeited or otherwise terminates or is canceled without the delivery of Units, then the Units covered by such Award, to the extent of such forfeiture, termination, or cancellation, shall again be Units with respect to which Awards may be granted.

(b) Sources of Units Deliverable Under Awards. Any Units delivered pursuant to an Award shall consist, in whole or in part, of Units acquired in the open market, from any Affiliate, the Partnership or any other Person, or any combination of the foregoing.

(c) Adjustments. In the event that the Committee determines that any distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the Units such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Units (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Units (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, that the number of Units subject to any Award shall always be a whole number.

SECTION 5. ELIGIBILITY.

Any Employee, Consultant or Director shall be eligible to be designated a Participant and receive an Award under the Plan.

SECTION 6. AWARDS.

(a) Options. The Committee shall have the authority to determine the Employees, Consultants and Directors to whom Options shall be granted, the number of Units to be covered by each Option, the purchase price therefor and the conditions and limitations applicable to the exercise of the Option, including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan.

(i) Exercise Price. The exercise price per Unit purchasable under an Option shall be determined by the Committee at the time the Option is granted and may be equal to or more than the Fair Market Value of a Unit as of the date of grant.

(ii) Time and Method of Exercise. The Committee shall determine the Restricted Period, i.e., the time or times at which an Option may be exercised in whole or in part, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals, and the method or methods by which payment of the exercise price with respect thereto may be made or deemed to have been made, which may include, without limitation, (1) cash, (2) check acceptable to the Company, (3) to the extent permitted by law, a "broker-assisted cashless exercise" through procedures approved by the Company, (4) tendering Units owned by the Participant for at least six months (or any shorter period necessary to avoid a charge for financial reporting purposes), other securities or other property, or (5) any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.

(iii) Termination of Service. The Committee shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Committee at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable according to the following terms and conditions, which may be waived or modified by the Committee at any time:

(A) Any portion of an Option that is not vested and exercisable on the date of a Participant's Termination of Service shall expire on such date.

(B) Any portion of an Option that is vested and exercisable on the date of a Participant's Termination of Service shall expire on the earliest to occur of

(1) if the Participant's Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such Termination of Service;

(2) if the Participant's Termination of Service occurs by reason of Retirement or Disability, the five-year anniversary of such Termination of Service;

(3) if the Participant's Termination of Service occurs by reason of death, the two-year anniversary of such Termination of Service; and

(4) the last day of the maximum term of the Option (the "Option Expiration Date").

Notwithstanding the foregoing, if a Participant dies after his or her Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the two-year anniversary of the date of death, unless the Committee determines otherwise.

Also notwithstanding the foregoing, in case a Participant's Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Committee determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after a Participant's Termination of Service, any Option then held by the Participant may be immediately terminated by the Committee, in its sole discretion.

(C) A Participant's change in status from an employee to a consultant, advisor or independent contractor or a change in status from a consultant, advisor or independent contractor to an employee shall not

be considered a Termination of Service for purposes of this Section
6(a)(iii).

(b) Restricted Units and Phantom Units. The Committee shall have the authority to determine the Employees, Consultants and Directors to whom Restricted Units or Phantom Units shall be granted, the number of Restricted Units or Phantom Units to be granted to each such Participant, the duration of the Restricted Period, the conditions under which the Restricted Units or Phantom Units may become vested or forfeited, which may include, without limitation, the accelerated vesting upon the achievement of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards, including whether DERs are granted with respect to the Phantom Units and whether UDRs are attached to the Restricted Units.

(i) DERs. To the extent provided by the Committee, in its discretion, a grant of Phantom Units may include a tandem DER grant, which may provide that such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest in the discretion of the Committee) subject to the same vesting restrictions as the tandem Phantom Unit Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion.

(ii) UDRs. To the extent provided by the Committee, in its discretion, a grant of Restricted Units may provide that distributions made by the Partnership with respect to the Restricted Units shall be subject to the same forfeiture and other restrictions as the Restricted Unit and, if restricted, such distributions shall be held, without interest, until the Restricted Unit vests or is forfeited with the UDR being paid or forfeited at the same time, as the case may be. Absent such a restriction on the UDRs in the grant agreement, UDRs shall be paid to the holder of the Restricted Unit without restriction.

(iii) Lapse of Restrictions.

(A) Phantom Units. Unless a different payment time is specified in the Award Agreement, upon or as soon as reasonably practical following the vesting of each Phantom Unit, subject to the provisions of Section 9(b), the Participant shall be entitled to receive from the Company one Unit or cash equal to the Fair Market Value of a Unit, as determined by the Committee in its discretion.

(B) Restricted Units. Upon or as soon as reasonably practical following the vesting of each Restricted Unit, subject to the provisions of Section 9(b), the Participant shall be entitled to have the restrictions

removed from his or her Unit certificate or book entry so that the Participant then holds an unrestricted Unit.

(c) Unit Appreciation Rights. The Committee shall have the authority to determine the Employees, Consultants and Directors to whom Unit Appreciation Rights shall be granted, the number of Units to be covered by each grant, the base price thereof and the conditions and limitations applicable to the exercise of the Unit Appreciation Right, including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan.

(i) Base Price. The base price per Unit Appreciation Right shall be determined by the Committee at the time the Unit Appreciation Right is granted and may be equal to or more than the Fair Market Value of a Unit as of the date of grant.

(ii) Time of Exercise. The Committee shall determine the Restricted Period, i.e., the time or times at which a Unit Appreciation Right may be exercised in whole or in part, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals.

(d) Other Unit or Cash-Based Awards. Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in Units under the Plan.

(e) General.

(i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(ii) Limits on Transfer of Awards.

(A) Except as provided in (C) below or as provided in the Award Agreement, each Option and Unit Appreciation Right shall be exercisable only by the Participant during the Participant's lifetime, or by the person to whom the Participant's rights shall pass by will or by the applicable laws of descent and distribution.

(B) Except as provided in (C) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the applicable laws of descent and distribution.

(C) To the extent specifically provided by the Committee with respect to an Option or Unit Appreciation Right grant, an Option or Unit Appreciation Right may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish.

(iii) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee.

(iv) Unit Certificates/Book Entry. All certificates for Units or other securities of the Partnership delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Units or other securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. In lieu of delivering certificates for Units, the Committee may, in its sole discretion, effect the issuance of Units under the Plan in book entry.

(v) Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee determines.

(vi) Delivery of Units or other Securities and Payment by Participant of Consideration. Notwithstanding anything in the Plan or any grant agreement to the contrary, delivery of Units pursuant to the exercise or vesting of an Award may be deferred for any period during which, in the good faith determination of the Committee, the Company is not reasonably able to obtain Units to deliver pursuant to such Award without violating the rules or regulations of any applicable law or securities exchange.

No Units or other securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including, without limitation, any exercise price or tax withholding) is received by the Company.

SECTION 7. CHANGE OF CONTROL

(a) Effect of a Change of Control. Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise at the time of grant with respect to a particular Award, in the event of a Change of Control:

(i) All outstanding Awards shall become fully and immediately vested and exercisable, and all applicable deferral and restriction limitations shall lapse immediately prior to the Change of Control, unless such Awards are converted, assumed, or replaced by the Successor Company. Notwithstanding the foregoing, with respect to Options or Unit Appreciation Rights, the Committee, in its sole discretion, may instead provide that a Participant's outstanding Options and Unit Appreciation Rights shall terminate upon consummation of such Change of Control and that each such Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (a) the Acquisition Price multiplied by the number of Units subject to such outstanding Options or Unit Appreciation Rights (whether or not then exercisable) exceeds (b) the aggregate exercise price for such Options or Unit Appreciation Rights.

(ii) For the purposes of this Section 7(a), an Award shall be considered converted, assumed or replaced by the Successor Company if following the Change of Control the option or right confers the right to purchase or receive, for each Unit subject to the Award immediately prior to the Change of Control, the consideration (whether units, cash, or other securities or property) received in the Change of Control by holders of Units for each Unit held on the effective date of the Change of Control (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Units); provided, however, that if such consideration received in the Change of Control is not solely equity of the Successor Company, the Committee may, with the consent of the Successor Company, provide for the consideration to be received upon the exercise of the Option or the vesting of the right, for each Unit subject thereto, to be solely equity of the Successor Company substantially equal in fair market value to the per Unit consideration received by holders of Units in the Change of Control. The determination of such substantial equality of value of consideration shall be made by the Committee and its determination shall be conclusive and binding.

(b) Change of Control Cash-Out. Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change of Control (the "Exercise Period"), if the Committee shall so determine at, or at any time after, the time of grant, a Participant holding an Option or Unit Appreciation Right shall have the right,

whether or not the Option or Unit Appreciation Right is fully exercisable and in lieu of the payment of the purchase price for the Units being purchased under the Option, and by giving notice to the Company, to elect to surrender all or part of the Option or Unit Appreciation Right to the Company and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Acquisition Price per Unit on the date of such election shall exceed the exercise price per Unit under the Option or Unit Appreciation Right multiplied by the number of Units granted under the Option or Unit Appreciation Right as to which the right granted under this Section 7(b) shall have been exercised.

(c) Acceleration and Exercise Following a Change of Control. If following a Change of Control, a Participant's employment is subsequently terminated without Cause or for Good Reason within 24 months of the Change of Control, any such Awards that remain unvested shall become fully and immediately vested and exercisable upon the date of the Participant's termination, all applicable deferral and restriction limitations shall lapse, and an Award that is an Option or a Unit Appreciation Right shall remain exercisable until the later of the date five years after the date of such termination and the date the Award would have expired by its terms if the Participant's employment had not been terminated.

SECTION 8. AMENDMENT AND TERMINATION.

Except to the extent prohibited by applicable law:

(a) Amendments to the Plan. Except as required by the rules of the principal securities exchange on which the Units are traded, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of Units available for Awards under the Plan, without the consent of any partner, Participant, other holder or beneficiary of an Award, or other Person.

(b) Amendments to Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 8(c), in any Award shall materially reduce the benefit to Participant without the consent of such Participant.

(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(c) of the Plan) affecting the Partnership or the financial statements of the Partnership, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to

prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or such Award.

SECTION 9. GENERAL PROVISIONS.

(a) No Rights to Award. No Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) Tax Withholding. The Company or any Affiliate is authorized to withhold from any Award, from any payment due or transfer made under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Units, other securities, Units that would otherwise be issued pursuant to such Award or other property) of any applicable taxes payable in respect of the grant of an Award, its exercise, the lapse of restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes.

(c) No Right to Employment or Services. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate, to continue as a Consultant, or to remain on the Board, as applicable. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or terminate a consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award Agreement or other agreement.

(d) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the Republic of the Marshall Islands without regard to its conflict of laws principles.

(e) Severability. If any provision of the Plan or any award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or award and the remainder of the Plan and any such Award shall remain in full force and effect.

(f) Other Laws. The Committee may refuse to issue or transfer any Units or other consideration under an Award if, in its sole discretion, it determines that the issuance or transfer of such Units or such other consideration might violate any applicable law or regulation, the rules of the principal securities exchange on which the Units are then traded, or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary.

(g) No Trust or Fund Created. Neither the Plan nor any award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any participating Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any participating Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate.

(h) No Fractional Units. No fractional Units shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(j) Facility Payment. Any amounts payable hereunder to any person under legal disability or who, in the judgment of the Committee, is unable to properly manage his financial affairs, may be paid to the legal representative of such person, or may be applied for the benefit of such person in any manner which the Committee may select, and the Company and its Affiliates shall be relieved of any further liability for payment of such amounts.

(k) Participation by Affiliates. In making Awards to Consultants and Employees employed by an entity other than by the Company, the Committee shall be acting on behalf of the Affiliate, and to the extent the Partnership has an obligation to reimburse the Company for compensation paid to Consultants and Employees for services rendered for the benefit of the Partnership, such payments or reimbursement payments may be made by the Partnership directly to the Affiliate, and, if made to the Company, shall be received by the Company as agent for the Affiliate.

(1) Gender and Number. Words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

SECTION 10. TERM OF THE PLAN.

The Plan shall be effective on the date of its approval by the Board and shall continue until the earlier of (a) the date terminated by the Board and (b) the date Units are no longer available for the payment of Awards under the Plan. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.

EXHIBIT 10.4

OMNIBUS AGREEMENT

AMONG

TEEKAY SHIPPING CORPORATION

TEEKAY GP L.L.C.

TEEKAY LNG OPERATING L.L.C.

AND

TEEKAY LNG PARTNERS L.P.

OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Teekay Shipping Corporation, a Marshall Islands corporation ("Teekay"), Teekay GP L.L.C., a Marshall Islands limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the "General Partner"), for itself and on behalf of the MLP in its capacity as general partner, Teekay LNG Operating L.L.C., a Marshall Islands limited liability company (the "OLLC"), and Teekay LNG Partners L.P., a Marshall Islands limited partnership (the "MLP").

R E C I T A L S:

1. The Parties desire by their execution of this Agreement to evidence their understanding with respect to (a) those business opportunities that the Teekay Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined.

2. The Parties desire by their execution of this Agreement to evidence their understanding with respect to (a) those business opportunities that the Partnership Group will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Teekay and accepted or declined.

3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to (a) Teekay's right of first offer relating to certain Crude Oil Assets (as defined herein) and (b) the MLP's right of first offer relating to certain LNG Assets (as defined herein).

4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article VI, with respect to certain indemnification obligations of Teekay.

In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1 DEFINITIONS.

As used in this Agreement, the following terms shall have the respective meanings set forth below:

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term "control" means the possession, direct or

TEEKAY LNG PARTNERS, L.P.
OMNIBUS AGREEMENT

indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"Agreement" means this Omnibus Agreement, as it may be amended, modified, or supplemented from time to time in accordance with Section 7.6 hereof.

"Acquiring Party" has the meaning given such term in Section 4.1(a).

"Break-up Costs" means the aggregate amount of any and all additional taxes and other similar costs to (a) the Teekay Entities that would be required to transfer LNG Assets to a Partnership Group Member pursuant to Section 2.2(a), separately from the assets acquired by the Teekay Entities in a larger transaction, or (b) the Partnership Group that would be required to transfer Crude Oil Assets to a Teekay Entity pursuant to Section 3.2(b), separately from the assets acquired by the Partnership Group in a larger transaction.

"Change of Control" means, with respect to any Person (the "Applicable Person"), any of the following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person's assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (b) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (ii) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (c) a "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) other than Teekay, with respect to the General Partner, being or becoming the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation which would not constitute a Change of Control under clause (b) above.

"Closing Date" means the date of the closing of the initial public offering of common units representing limited partner interests in the MLP.

"Conflicts Committee" means the Conflicts Committee of the Board of Directors of the General Partner.

"Contribution Agreement" means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, among Teekay, the General Partner, the MLP, the OLLC and Teekay Shipping Spain, S.L., together with the additional conveyance documents and instruments contemplated or referenced thereunder.

"Contribution Assets" has the meaning given such term in Section 6.1.

TEEKAY LNG PARTNERS, L.P.
OMNIBUS AGREEMENT

"control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"Covered Environmental Losses" means all environmental and toxic tort Losses suffered or incurred by the Partnership Group by reason of or arising out of:

(i) any violation or correction of violation of Environmental Laws; or

(ii) any event or condition associated with ownership or operation by the Teekay Entities of the Contribution Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Contribution Assets or the disposal or release of Hazardous Substances generated by operation of the Contribution Assets), including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation or other corrective action required or necessary under Environmental Laws and (B) the cost and expense for any environmental or toxic tort pre-trial, trial or appellate legal or litigation support work;

but only to the extent that such violation complained of under clause (i), or such events or conditions included in clause (ii), occurred before the Closing Date and were unknown by the MLP and its management at the time of the Closing Date; and, provided that, in no event shall Losses to the extent arising from a change in any Environmental Law after the Closing Date be deemed "Covered Environmental Losses."

"Crude Oil Assets" means crude oil tankers.

"Crude Oil Restricted Business" has the meaning given such term in Section 3.1.

"Environmental Laws" means all federal, state, foreign and local laws, statutes, rules, regulations, orders, judgments and ordinances relating to protection of health and safety and the environment, including, without limitation, the United States federal Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Oil Pollution Act of 1990, the Hazardous Materials Transportation Act, the Marine Mammal Protection Act, the Endangered Species Act, the National Environmental Policy Act, and other environmental conservation and protection laws, each as amended through the Closing Date.

"Event of Loss" means any of the following events: (a) the actual or constructive total loss of a Suezmax Asset or the agreed or compromised total loss of a Suezmax Asset; (b) the destruction of a Suezmax Asset; (c) the damage to a Suezmax Asset to an extent, determined in good faith by the General Partner within 90 days after the occurrence of such damage, as shall make repair thereof uneconomical or shall render such Suezmax Asset permanently unfit for normal use (other than obsolescence); or (d) the condemnation, confiscation, requisition, seizure, forfeiture other taking of title to or use of a Suezmax Asset that shall not be revoked within six

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OMNIBUS AGREEMENT

months. An Event of Loss shall be deemed to have occurred: (i) in the event of the destruction or other actual total loss of a Suezmax Asset, on the date of such loss; (ii) in the event of a constructive, agreed or compromised total loss of a Suezmax Asset, on the date of determination of such total loss pursuant to the relevant insurance policy; (iii) in the case of any event referred to in clause (c) above, upon such determination by the General Partner; or (iv) in the case of any event referred in clause (d) above, on the date six months after the occurrence of such event.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Bid LNG Assets" has the meaning given such term in Section 2.2(b).

"First Offer Negotiation Period" has the meaning given such term in
Section 5.2.

"Fully-Built-Up Cost"" means, with respect to an LNG Asset to be acquired or leased (pursuant to a capitalized lease obligation) by a Partnership Group Member, the aggregate amount of all expenditures incurred (or to be incurred prior to delivery to the Partnership Group Member) to acquire or construct and bring such LNG Asset to the condition and location necessary for its intended use by the Partnership Group Member.

"General Partner" is defined in the introduction to this Agreement.

"Hazardous Substances" means (a) substances which contain substances defined in or regulated under applicable Environmental Laws; (b) petroleum and petroleum products, including crude oil and any fractions thereof; (c) natural gas, synthetic gas and any mixtures thereof; (d) any substances with respect to which a federal, state, foreign or local agency requires environmental investigation, monitoring, reporting or remediation; (e) any hazardous waste or solid waste, within the meaning of any Environmental Law; (f) any solid, hazardous, dangerous or toxic chemical, material, waste or substance, within the meaning of and regulated by any Environmental Law; (g) any radioactive material; and (h) any asbestos-containing materials that represent a health hazard.

"LNG" means liquefied natural gas.

"LNG Assets" means LNG carriers.

"LNG Restricted Business" has the meaning given such term in Section 2.1.

"Losses" means losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs and expenses (including, without limitation, court costs and reasonable attorneys' and experts' fees) of any and every kind or character; provided, however, that such term shall not include any special, indirect, incidental or consequential damages.

"MLP" is defined in the introduction to this Agreement.

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"MLP Agreement" means the First Amended and Restated Agreement of Limited Partnership of the MLP, dated as of the Closing Date, as such agreement is in effect on the Closing Date, to which reference is hereby made for all purposes of this Agreement. No amendment or modification to the MLP Agreement subsequent to the Closing Date shall be given effect for purposes of this Agreement unless consented to by each of the Parties to this Agreement.

"Offer" has the meaning given such term in Section 4.1.

"Offered Assets" has the meaning given such term in Section 4.1.

"Offeree" has the meaning given such term in Section 4.1.

"Offer Period" has the meaning given such term in Section 4.1.

"OLLC" is defined in the introduction to this Agreement.

"Parties" means the parties to this Agreement and their successors and permitted assigns.

"Partnership Entities" means the General Partner, the MLP, the OLLC and any Person controlled by any such entity.

"Partnership Group" means the MLP, the OLLC and any Person controlled by any such entity.

"Partnership Group Member" means any Person in the Partnership Group.

"Person" means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.

"Potential Transferee" has the meaning given such term in Section 5.2.

"Re-Charter" means the chartering of an LNG Asset or a Crude Oil Asset pursuant to a time charter contract with a term of at least three (3) years in the event that its existing charter expires or is terminated early (including, without limitation, the chartering of any Replacement Suezmax Asset but only if the charter party for the Replacement Suezmax Asset is not the same charter party (or an Affiliate of such charter party) as for the replaced Suezmax Asset).

"Replacement Suezmax Assets" means any Suezmax tankers that replace any Suezmax Assets upon (a) an Event of Loss or (b) the replacement of a time-charter arrangement existing as of the date of this Agreement where the original Suezmax Asset which was subject to such time charter has been sold or transferred due to the exercise by the charter party of its right under the time charter to cause such sale or transfer.

"Restricted Business" means, as applicable, the LNG Restricted Business or the Crude Oil Restricted Business.

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"Sale Assets" has the meaning given such term in Section 5.2.

"Suezmax Assets" means the Suezmax tankers included in the Contribution Assets and any Replacement Suezmax Assets relating to such original Suezmax tankers.

"Teekay Entities" means Teekay and any Person controlled, directly or indirectly, by Teekay other than the Partnership Entities.

"Transfer" means any transfer, assignment, sale or other disposition of any LNG Assets by a Teekay Entity or of any Crude Oil Assets by a Partnership Group Member; provided, however, that such term shall not include: (a) transfers, assignments, sales or other dispositions from a Teekay Entity to another Teekay Entity or from a Partnership Group Member to another Partnership Group Member; (b) transfers, assignments, sales or other dispositions pursuant to the terms of any related charter or other agreement with a charter party; (c) transfer, assigns, sales or other dispositions pursuant to Article II or III of this Agreement; or (d) grants of security interests in or mortgages or liens on such LNG Assets or Crude Oil Assets in favor of a bona fide third-party lender (but not the foreclosing of any such security interest, mortgage or lien).

"Transfer Notice" has the meaning given such term in Section 5.2.

"Transferring Party" has the meaning given such term in Section 5.2.

"Voting Securities" means securities of any class of Person entitling the holders thereof to vote in the election of members of the board of directors or other similar governing body of the Person.

ARTICLE II
LNG RESTRICTED BUSINESS OPPORTUNITIES

2.1 LNG RESTRICTED BUSINESSES. Subject to Section 7.4 and except as permitted by Section 2.2, each of the Teekay Entities shall be prohibited from engaging in or acquiring or investing in any business (each an "LNG Restricted Business") that owns, operates or charters LNG Assets.

2.2 PERMITTED EXCEPTIONS. Notwithstanding any provision of Section 2.1 to the contrary, the Teekay Entities may engage in the following activities under any of the following circumstances:

(a) the ownership and/or operation of any LNG Assets that they acquire after the date of this Agreement if:

(i) such LNG Assets are acquired in a transaction in which the fair market value of such LNG Assets represents less than a majority of the fair market value (as determined in good faith by the board of directors of Teekay) of the total assets or business acquired; and

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(ii) the Teekay Entity has offered the General Partner the opportunity for any of the Partnership Group Members to purchase such LNG Assets in accordance with the procedures set forth in Section 4.1 and the General Partner, with the approval of the Conflicts Committee, has elected not to cause any Partnership Group Member to purchase such LNG Subject Assets;

(b) the ownership and/or operation of LNG Assets that (i) are subject to an offer by a Teekay Entity as described in Section 2.2(a) or (ii) subject to
Section 4.1, relate to a tender, bid or award for a proposed LNG project that a Teekay Entity has submitted or received prior to the Closing Date (such LNG Assets in clause (ii) being referred to herein as "Existing Bid LNG Assets"), in each case pending the applicable offer of such LNG Assets to the General Partner and the General Partner's determination pursuant to Section 4.1 whether to purchase the LNG Assets and, if the General Partner's Conflicts Committee determines to cause a Partnership Group Member to purchase such LNG Assets, pending the closing of such purchase;

(c) the provision by Teekay Entities of ship management services relating to an LNG Restricted Business;

(d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in an LNG Restricted Business;

(e) the ownership and/or operation by a Teekay Entity of any LNG Assets with respect to which the General Partner has advised Teekay that the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to acquire (or seek to acquire) ; or

(f) the ownership and/or operation by Teekay Entities of the three LNG carriers subject to the Stock Purchase Agreement dated as of ___________, 2005, between Teekay and the MLP if the MLP fails to perform its obligations to purchase (or to cause other Partnership Group Members to purchase) such LNG carriers under such agreement.

ARTICLE III
CRUDE OIL RESTRICTED BUSINESS OPPORTUNITIES

3.1 CRUDE OIL RESTRICTED BUSINESSES. Subject to Section 7.4 and except as permitted by Section 3.2, each Partnership Group Member shall be prohibited from engaging in or acquiring or investing in any business (each a "Crude Oil Restricted Business") that owns, operates or charters Crude Oil Assets.

3.2 PERMITTED EXCEPTIONS. Notwithstanding any provision of Section 3.1 to the contrary, the Partnership Group Members may engage in the following activities under any of the following circumstances:

(a) the ownership and/or operation of any of the Suezmax Assets, including any Replacement Suezmax Assets;

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(b) the ownership and/or operation of any Crude Oil Assets that it acquires after the date of this Agreement if:

(i) such Crude Oil Assets are acquired in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value (as determined in good faith by the General Partner's Conflicts Committee) of the total assets or business acquired; and

(ii) the Partnership Group Member has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets in accordance with the procedures set forth in Section 4.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets;

(c) the ownership and/or operation of Crude Oil Assets that are subject to an offer by a Partnership Group Member as described in Section 3.2(b) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets , pending the closing of such purchase;

(d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business; or

(e) the ownership and/or operation by a Partnership Group Member of any Crude Oil Assets with respect to which Teekay has previously advised the General Partner that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire).

ARTICLE IV
BUSINESS OPPORTUNITIES PROCEDURES

4.1 PROCEDURES. In the event that (a) a Partnership Group Member acquires Crude Oil Assets as part of a larger transaction in accordance with
Section 3.2(b), (b) a Teekay Entity acquires LNG Assets as part of a larger transaction in accordance with Section 2.2(a), or (c) a Teekay Entity is awarded a contract for the transportation requirements for all or any portion of any proposed LNG project for which a Teekay Entity has tendered or submitted a bid prior to the Closing Date, then (i) not later than 30 days after the consummation of the acquisition (in the case of clause (a) or (b) above) or (ii) not later than 180 days before the scheduled delivery date of the relevant Existing Bid LNG Asset (in the case of clause (c) above), such acquiring Party (the "Acquiring Party") shall notify (A) Teekay, in the case of an acquisition by a Partnership Group Member of Crude Oil Assets or (B) the General Partner, in the case of an acquisition by a Teekay Entity of LNG Assets or proposed acquisition of Existing Bid LNG Assets of such acquisition (or proposed acquisition) and offer such party to be notified (each an "Offeree") the opportunity for the Offeree (or, in the case of Teekay or the General Partner, any other Teekay Entity or Partnership Group Member, as applicable) to purchase such Crude Oil Assets, LNG Assets or Existing Bid LNG Assets, as applicable (the "Offered Assets"), for (I) their fair market value (plus any Break-up Costs), in the case of clause (a) or (b) above) or (II) their Fully-Built-Up Cost, in the case of clause (c) above, in each case on commercially reasonable terms in

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accordance with this Section (the "Offer"). The Offer shall set forth the Acquiring Party's proposed terms relating to the purchase of the Offered Assets by the Offeree (or, in the case of Teekay or the General Partner, any other Teekay Entity or Partnership Group Member, as applicable), including any liabilities to be assumed by a Partnership Group Member as part of the Offer, the amount of which liabilities shall be credited against the applicable Fully-Built-Up Cost. The Acquiring Party will deliver to the Offeree all information prepared by or on behalf of or in the possession of such Acquiring Party relating to the Offered Assets and reasonably requested by the Offeree. As soon as practicable, but in any event, within 90 days after receipt of such notification, the Offeree shall notify the Acquiring Party in writing that either:

(a) the Offeree has elected not to purchase (or not to cause any of its permitted Affiliates to purchase) such Offered Assets, in which event the Acquiring Party and its Affiliates shall, subject to the other terms of this Agreement, be forever free to continue to own and operate such Offered Assets; or

(b) the Offeree has elected to purchase (or to cause any of its permitted Affiliates to purchase) such Offered Assets, in which event the following procedures shall be followed:

(i) After the receipt of the Offer by the Offeree, the Acquiring Party and the Offeree shall negotiate in good faith, the fair market value (and any Break-up Costs) or the Fully-Built-Up Cost, as applicable, of the Offered Assets that are subject to the Offer and the other terms of the Offer on which the Offered Assets will be sold to the Offeree, which terms may include, in the discretion of the Offeree, the payment of a "success fee" or "incentive fee" to be paid pursuant to Section 7.14. If the Acquiring Party and the Offeree agree on the fair market value (and any Break-up Costs) or the Fully-Built-Up Cost, as applicable, of the Offered Assets that are subject to the Offer and the other terms of the Offer during the 30-day period (the "Offer Period") after receipt by the Acquiring Party of the Offeree's election to purchase (or cause any permitted Affiliate of the Offeree to purchase) the Offered Assets, the Offeree shall purchase (or cause any of its permitted Affiliates to purchase) the Offered Assets on such terms as soon as commercially practicable after such agreement has been reached.

(ii) If the Acquiring Party and the Offeree are unable to agree on the fair market value (and any Break-up Costs) or the Fully-Built-Up Cost, as applicable, of the Offered Assets that are subject to the Offer or the other terms of the Offer during the Offer Period, the Acquiring Party and the Offeree will engage an independent ship broker and/or an independent investment banking firm prior to the end of the Offer Period to determine the fair market value (and any Break-up Costs) or the Fully-Built-Up Cost, as applicable, of the Offered Assets and/or the other terms on which the Acquiring Party and the Offeree are unable to agree. In determining the fair market value or the Fully-Built-Up Cost of the Offered Assets and other terms on which the Offered Assets are to be sold, the ship broker or investment banking firm, as applicable, will have access to the proposed sale and purchase values and terms for the Offer submitted by the Acquiring Party and the Offeree, respectively. Such ship broker or investment banking

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firm will determine the fair market value (and any Break-up Costs) or Fully-Built-Up Cost of the Offered Assets and/or the other terms on which the Acquiring Party and the Offeree are unable to agree within 30 days of its engagement and furnish the Acquiring Party and the Offeree its determination. The fees and expenses of the ship broker or investment banking firm, as applicable, will be divided equally between the Acquiring Party and the Offeree. Upon receipt of such determination, the Offeree will have the option, but not the obligation, to:

(A) to purchase the Offered Assets for the fair market value or Fully-Built-Up Cost, as applicable, and on the other terms determined by the investment banking firm, as soon as commercially practicable after determinations have been made; or

(B) elect not to purchase such Offered Assets, in which event the Acquiring Party and its Affiliates shall, subject to the other terms of this Agreement, be forever free to continue to own and operate such Offered Assets.

4.2 SCOPE OF PROHIBITION. If any Party or its Affiliates engages in the ownership or operation of a Restricted Business pursuant to any of the exceptions described in Section 2.2 or 3.2, as applicable, the Party and its Affiliates may not subsequently expand that portion of their business other than pursuant to the exceptions contained in such Section 2.2 or 3.2. Except as otherwise provided in this Agreement and the MLP Agreement, each Party and its Affiliates shall be free to engage in any business activity whatsoever, including those that may be in direct competition with the Teekay Entities or the Partnership Group.

4.3 ENFORCEMENT. Each Party agrees and acknowledges that the other Parties do not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Article IV, and that any breach by any such Party of its covenants and agreements set forth in this Article IV would result in irreparable injury to such other Parties. Each Party further agrees and acknowledges that any other Party may, in addition to the other remedies which may be available to such other Party, file a suit in equity to enjoin such Party from such breach, and consent to the issuance of injunctive relief to enforce the provisions of Article IV of this Agreement.

ARTICLE V
RIGHTS OF FIRST OFFER

5.1 RIGHTS OF FIRST OFFER.

(a) The Partnership Group hereby grants Teekay a right of first offer on any proposed Transfer or Re-Charter by any Partnership Group Member of any Crude Oil Assets owned or acquired by any Partnership Group Member. The Teekay Entities hereby grant the MLP a right of first offer on any proposed Transfer or Re-Charter of any LNG Assets owned or acquired by any Teekay Entity.

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(b) The Parties acknowledge that all potential Transfers or Re-Charters of Crude Oil Assets or LNG Subject Assets pursuant to this Article V are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties and to the terms of all existing agreements in respect of such Crude Oil Assets or LNG Subject Assets, as applicable.

5.2 PROCEDURES FOR RIGHTS OF FIRST OFFER. In the event that a Partnership Group Member or a Teekay Entity (as applicable, the "Transferring Party") proposes to Transfer or Re-Charter any Crude Oil Assets or LNG Subject Assets, as applicable (the "Sale Assets"), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party shall give Teekay or the MLP, as applicable (the "Potential Transferee"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the "Transfer Notice"). The material terms set forth in the Transfer Notice shall have been approved, in any case where a Partnership Group Member is the Transferring Party, by the Conflicts Committee of the General Partner. The Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the "First Offer Negotiation Period") to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its Affiliates. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

ARTICLE VI
INDEMNIFICATION

6.1 TEEKAY INDEMNIFICATION. Subject to the provisions of Section 6.2 and
Section 6.3, Teekay shall indemnify, defend and hold harmless the Partnership Group from and against: (a) any Covered Environmental Losses relating to the assets contributed by the Teekay Entities to the Partnership Group prior to or on the Closing Date (the "Contribution Assets") to the extent that Teekay is notified by the General Partner of any such Covered Environmental Losses within three (3) years after the Closing Date; (b) Losses to the Partnership Group arising from the failure of the Partnership Group, immediately after the Closing Date, to be the owner of such valid leasehold interests or fee ownership interests in and to the Contribution Assets as are necessary to enable the Partnership Entities to own and operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Teekay Entities immediately prior to the Closing Date, to the extent that Teekay is notified by the General Partner of such Losses within one (1) year after the Closing Date; (c) Losses to the Partnership Group arising from the failure of the Partnership Entities to have on the Closing Date

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any consent or governmental permit necessary to allow the Partnership Entities to own or operate the Contribution Assets in substantially the same manner that the Contribution Assets were owned and operated by the Teekay Entities immediately prior to the Closing Date, to the extent that Teekay is notified by the General Partner of such Losses within one (1) year after the Closing Date; and (d) all federal, state, foreign and local income tax liabilities attributable to the operation of the Contribution Assets prior to the Closing Date, including any such income tax liabilities of the Teekay Entities that may result from the consummation of the formation transactions for the Partnership Group and the General Partner, to the extent that Teekay is notified by the General Partner of such liabilities prior to the date 60 days after the expiration of any applicable statute of limitations, but excluding any federal, state, foreign and local income taxes reserved on the books of the Partnership Group on the Closing Date.

6.2 LIMITATION REGARDING INDEMNIFICATION.

(a) The aggregate liability of Teekay under Section 6.1(a) above shall not exceed $10 million. Furthermore, no claim may be made against Teekay for indemnification pursuant to Section 6.1(a) unless the aggregate dollar amount of all claims for indemnification pursuant to such section shall exceed $500,000, in which case Teekay shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $500,000.

(b) The aggregate liability of Teekay under Sections 6.1(b) and 6.1(c) above shall not exceed $5 million. Furthermore, no claim may be made against Teekay for indemnification pursuant to Sections 6.1(b) or 6.1(c) unless the aggregate dollar amount of all claims for indemnification pursuant to such sections shall exceed $250,000, in which case Teekay shall be liable for claims for indemnification only to the extent such aggregate amount exceeds $250,000.

6.3 INDEMNIFICATION PROCEDURES.

(a) The members of the Partnership Group agree that within a reasonable period of time after they become aware of facts giving rise to a claim for indemnification pursuant to Section 6.1, they will provide notice thereof in writing to Teekay specifying the nature of and specific basis for such claim.

(b) Teekay shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Partnership Group that are covered by the indemnification set forth in
Section 6.1, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent (which consent shall not be unreasonably withheld) of the Partnership Group unless it includes a full release of the Partnership Group from such matter or issues, as the case may be.

(c) The members of the Partnership Group agree to cooperate fully with Teekay with respect to all aspects of the defense of any claims covered by the indemnification set forth in Section 6.1, including, without limitation, the prompt furnishing to Teekay of any

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correspondence or other notice relating thereto that the Partnership Group may receive, permitting the names of the members of the Partnership Group to be utilized in connection with such defense, the making available to Teekay of any files, records or other information of the Partnership Group that Teekay considers relevant to such defense and the making available to Teekay of any employees of the Partnership Group; provided, however, that in connection therewith Teekay agrees to use reasonable efforts to minimize the impact thereof on the operations of the Partnership Group and further agrees to maintain the confidentiality of all files, records and other information furnished by a member of the Partnership Group pursuant to this Section 6.3. In no event shall the obligation of the Partnership Group to cooperate with Teekay as set forth in the immediately preceding sentence be construed as imposing upon the Partnership Group an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VI; provided, however, that the members of the Partnership Group may, at their own option, cost and expense, hire and pay for counsel in connection with any such defense. Teekay agrees to keep any such counsel hired by the Partnership Group reasonably informed as to the status of any such defense, but Teekay shall have the right to retain sole control over such defense.

(d) In determining the amount of any Loss for which any of the members of the Partnership Group is entitled to indemnification under this Agreement, (i) the gross amount of the indemnification will be reduced by (A) any insurance proceeds realized by the Partnership Group, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Partnership Group as a result of such claim, and (B) all amounts recovered by the Partnership Group under contractual indemnities from third Persons and (ii) there shall be no grossing up of the amount of the Loss to account for any tax on the indemnification proceeds. The Partnership hereby agrees to use commercially reasonable efforts to realize any applicable insurance proceeds or amounts recoverable under such contractual indemnities.

ARTICLE VII
MISCELLANEOUS

7.1 CHOICE OF LAW; SUBMISSION TO JURISDICTION. This Agreement shall be subject to and governed by the laws of ________________, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another jurisdiction. Each party hereby submits to the jurisdiction of the _____________ courts located in ____________ and to venue ____ in __________.

7.2 NOTICE. All notices or requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing same in the mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by private-courier, prepaid, or by telecopier to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur. Notice given by telecopier shall be effective upon actual receipt if received during the recipient's normal business hours, or at the beginning of the recipient's next business day after

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receipt if not received during the recipient's normal business hours. All notices to be sent to a party pursuant to this Agreement shall be sent to or made at the address set forth below such party's signature to this Agreement, or at such other address as such party may stipulate to the other parties in the manner provided in this Section .

7.3 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

7.4 TERMINATION. The provisions of Articles II, III, IV and V of this Agreement (but not less than all of such Articles) may be terminated by (a) Teekay upon notice to the other Parties upon a Change of Control of Teekay and
(b) the General Partner upon notice to the other parties to this Agreement upon a Change of Control of the General Partner.

7.5 WAIVER; EFFECT OF WAIVER OR CONSENT. Any party hereto may (a) extend the time for the performance of any obligation or other act of any other party hereto or (b) waive compliance with any agreement or condition contained herein. Except as otherwise specifically provided herein, any such extension or waiver shall be valid only if set forth in a written instrument duly executed by the party or parties to be bound thereby; provided, however, that the MLP and the OLLC may not, without the prior approval of the Conflicts Committee, agree to any waiver of this Agreement that, in the reasonable discretion of the General Partner, will adversely affect the holders of Common Units. No waiver or consent, express or implied, by any party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a waiver or consent of or to any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of its rights hereunder until the applicable statute of limitations period has run.

7.6 AMENDMENT OR MODIFICATION. This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto; provided, however, that the MLP and the OLLC may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that, in the reasonable discretion of the General Partner, will adversely affect the holders of Common Units of the MLP.

7.7 ASSIGNMENT. No party shall have the right to assign its rights or obligations under this Agreement without the consent of the other parties hereto.

7.8 COUNTERPARTS. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

7.9 SEVERABILITY. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this

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Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

7.10 GENDER, PARTS, ARTICLES AND SECTIONS. Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Articles and Sections of this Agreement.

7.11 FURTHER ASSURANCES. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

7.12 WITHHOLDING OR GRANTING OF CONSENT. Each party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

7.13 LAWS AND REGULATIONS. Notwithstanding any provision of this Agreement to the contrary, no party to this Agreement shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such party to be in violation of any applicable law, statute, rule or regulation.

7.14 INCENTIVE FEES. Nothing in this Agreement shall prohibit the MLP from paying to Teekay or any other Teekay Entity certain incentive fees that are approved by the Conflicts Committee, in its sole discretion, and which relate to LNG projects provided to the MLP by Teekay or other Teekay Entities.

7.15 NEGOTIATION OF RIGHTS OF TEEKAY, LIMITED PARTNERS, ASSIGNEES, AND THIRD PARTIES. The provisions of this Agreement are enforceable solely by the parties to this Agreement, and no shareholder of Teekay and no limited partner, member, assignee or other Person of the MLP or the OLLC shall have the right, separate and apart from Teekay, the MLP or the OLLC, to enforce any provision of this Agreement or to compel any party to this Agreement to comply with the terms of this Agreement.

[SIGNATURE PAGE FOLLOWS]

TEEKAY LNG PARTNERS, L.P.
OMNIBUS AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Closing Date.

TEEKAY SHIPPING CORPORATION

By: ________________________________________
Name:
Title:

Address for Notice:

[ ]
Phone: [ ]
Fax: [ ]
Attention: [ ]

TEEKAY GP L.L.C.

By: ________________________________________
Name:
Title:

Address for Notice:

[ ]
Phone: [ ]
Fax: [ ]
Attention: [ ]

TEEKAY LNG PARTNERS, L.P.
OMNIBUS AGREEMENT
SIGNATURE PAGE

TEEKAY LNG OPERATING L.L.C.

By: Teekay LNG Partners L.P.,
its sole member

By: Teekay GP L.L.C.,
its general partner

By: ____________________________________
Name:
Title:

Address for Notice:

[ ]
Phone: [ ]
Fax: [ ]
Attention: [ ]

TEEKAY LNG PARTNERS L.P.

By: Teekay GP L.L.C., its general partner

By: ___________________________________
Name:
Title:

Address for Notice:

[ ]
Phone: [ ]
Fax: [ ]
Attention: [ ]

TEEKAY LNG PARTNERS, L.P.
OMNIBUS AGREEMENT
SIGNATURE PAGE

Exhibit 10.5

ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT made effective the ____ day of _________ 2005;

BY AND BETWEEN:

TEEKAY LNG PARTNERS L.P., a limited partnership duly organized and existing under the laws of the Marshall Islands with its registered office at TK House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59213, Nassau, The Bahamas.

("TKLP")

AND:

TEEKAY SHIPPING LIMITED, a Bahamas company with its registered office at TK House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59212, Nassau, The Bahamas

("TK Bahamas")

WHEREAS:

A. TKLP, a limited partnership whose units are listed and will trade on the New York Stock Exchange, requires certain non-strategic administrative and clerical services; and

B. TKLP wishes to engage TK Bahamas to provide such non-strategic administrative and clerical services to TKLP on the terms set out herein;

NOW THEREFORE, the parties agree that, in consideration of the fees set forth in Schedule "B" to this Agreement (the "Fees") and subject to the Terms and Conditions attached hereto, TK Bahamas shall provide the non-strategic administrative and clerical services set forth in Schedule "A" to this Agreement (the "Services").

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized signatories with effect on the date first above written.

By: __________________________                    By: __________________________
Name:                                             Name:
Title:                                            Title:

TERMS AND CONDITIONS

1. DEFINITIONS

In this Agreement: the term:

"Change of Control" means with respect to any entity, an event in which securities of any class entitling the holders thereof to elect a majority of the members of the board of directors or other similar governing body of the entity are acquired, directly or indirectly, by a person who did not immediately before such acquisition own securities of the entity entitling such person to elect such majority (and for the purpose of this definition, any such securities held by another person who is related to such person shall be deemed to be owned by such person);

"Limited Partnership Agreement" means the amended and restated agreement of limited partnership of TKLP dated as of [DATE], as from time to time amended;

"TKGP" means Teekay GP L.L.C., a Marshall Islands limited liability company that is the general partner of TKLP;

"TKLP Group" means TKLP, TKGP and subsidiaries of TKLP; and

"Unitholders" means holders of limited partnership units in TKLP.

2. GENERAL

TK Bahamas shall provide all or such portion of the Services, in a commercially reasonable manner, as TKLP, may from time to time reasonably request or direct, all under the supervision of TKLP, as represented by TKGP in its capacity as the general partner of TKLP.

3. COVENANTS

During the term of this Agreement TK Bahamas shall:

(a) diligently provide or subcontract for the provision of (in accordance with
Section 18 hereof) the Services to TKLP (unless the provision of such Services would materially interfere with Teekay Shipping Corporation's operations) as an independent contractor, and be responsible to TKLP for the due and proper performance of same;

(b) retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Services; and

(c) keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Services in accordance with established general commercial practices and in accordance with United States generally accepted accounting principles, and allow TKLP and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

4. NON-EXCLUSIVITY

TK Bahamas and its employees may provide services of a nature similar to the Services to any other person. There is no obligation for TK Bahamas to provide the Services to TKLP on an exclusive basis.

5. CONFIDENTIAL INFORMATION

TK Bahamas shall be obligated to keep confidential, both during and after the term of this Agreement, all information it has acquired or developed in the course of providing Services under this Agreement. TKLP shall be entitled to any equitable remedy available at law or equity, including specific performance, against a breach by TK Bahamas of this obligation. TK Bahamas shall not resist such application for relief on the basis that TKLP has an adequate remedy at law, and TK Bahamas shall waive any requirement for the securing or posting of any bond in connection with such remedy.

6. SERVICE FEE

In consideration for TK Bahamas providing the Services, TKLP shall pay TK Bahamas the Fees as determined and by installments as set out in Schedule "B" to this Agreement.

7. GENERAL RELATIONSHIP BETWEEN THE PARTIES

The relationship between the parties is that of independent contractor. The parties to this Agreement do not intend, and nothing herein shall be interpreted so as, to create a partnership, joint venture, employee or agency relationship between TK Bahamas and any one or more of TKLP, TKGP in its capacity as general partner on behalf of TKLP or any member of the TKLP Group.

8. INDEMNITY

TKLP shall indemnify and hold harmless TK Bahamas and its employees and agents against all actions, proceedings, claims, demands or liabilities which may be brought against them due to this Agreement including, without limitation, all actions, proceedings, claims, demands or liabilities brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by or due to the gross negligence or willful misconduct of TK Bahamas or its employees or agents.

9. TERM AND TERMINATION

This Agreement shall commence as of the date first above written and shall continue for successive one year terms unless terminated by either party hereto on not less than sixty (60) days notice. A party may at any time terminate this Agreement forthwith if:

(a) in the case of TKLP, there is a Change of Control of TK Bahamas and in the case of TK Bahamas, if there is a Change of Control of TKGP;

(b) the other party breaches this Agreement;

(c) a receiver is appointed for all or substantially all of the property of the other party;

(d) an order is made to wind-up the other party;

(e) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; or

(f) the other party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced.

10. FEES UPON TERMINATION

Upon termination of this Agreement, the Fee shall be adjusted as at the effective date of termination. Any overpayment shall forthwith be refunded to TKLP and any underpayment shall forthwith be paid to TK Bahamas.

11. SURRENDER OF BOOKS AND RECORDS

Upon termination of this Agreement, TK Bahamas shall forthwith surrender to TKLP any and all books, records, documents and other property in the possession or control of TK Bahamas relating to this Agreement and to the business, finance, technology, trademarks or affairs of TKLP and any member of the TKLP Group and, except as required by law, shall not retain any copies of same.

12. FORCE MAJEURE

Neither party shall be liable for any failure to perform this Agreement due to any cause beyond its reasonable control.

13. ENTIRE AGREEMENT

This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all previous agreements, written or oral, with respect to the subject matter hereof.

14. SEVERABILITY

If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.

15. CURRENCY

Unless stated otherwise, all currency references herein are to United States Dollars.

16. LAW AND ARBITRATION

This Agreement shall be governed by the laws of The Bahamas. Any dispute under this Agreement shall be put to arbitration in The Bahamas, a jurisdiction to which the parties hereby irrevocably submit.

17. NOTICE

Notice under this Agreement shall be given (via hand delivery or facsimile) as follows:

18. SUBCONTRACTING AND ASSIGNMENT

TK Bahamas shall not assign, sub-contract or sub-license or assign this Agreement to any party that is not a subsidiary or affiliate of Teekay Shipping Corporation except upon written consent of TKLP.

19. WAIVER

The failure of either party to enforce any term of this Agreement shall not act as a waiver. Any waiver must be specifically stated as such in writing.

20. AFFILIATES

This Agreement shall be binding upon and inure to the benefit of the affiliates of TKLP and/or TK Bahamas.

21. COUNTERPARTS

This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

SCHEDULE A
SERVICES

TK Bahamas shall provide such of the following non-strategic administrative and clerical services (the "Services") to TKLP, as TKGP may from time to time request and direct TK Bahamas to provide pursuant to Section 2:

(a) Keep and maintain at all times books, records and accounts which shall contain particulars of receipts and disbursements relating to the assets and liabilities of TKLP and such books, records and accounts shall be kept pursuant to normal commercial practices that will permit TKLP to prepare or cause to be prepared financial statements in accordance with US generally accepted accounting principles and in each case shall also be in accordance with those required to be kept by TKLP under applicable securities legislation in the US and as TKLP is required under the US Internal Revenue Code of 1986 and the regulations applicable with respect thereto, all as amended from time to time;

(b) Prepare all such returns, filings and documents, for review and approval by TKLP as may be required under the Limited Partnership Agreement together with such other returns, filings, documents and instruments as may from time to time be requested or instructed by TKLP;

(c) Provide, or arrange for the provision of, advisory services to TKLP with respect to TKLP's obligations under applicable securities legislation in the US and assist TKLP in arranging for compliance with continuous disclosure obligations under applicable securities legislation including the preparation for review, approval and filing by TKLP of reports and other documents with all applicable regulatory authorities, providing that nothing herein shall permit or authorize TK Bahamas to act for or on behalf of TKLP in its relationship with regulatory authorities except to the extent that specific authorization may from time to time be given by TKLP;

(d) Provide advisory and clerical services to assist and support TKLP in its communications with its Unitholders, as TKLP may from time to time request or direct, provided that nothing herein shall permit or authorize TK Bahamas to determine the content of any such communications by TKLP to its Unitholders;

(e) At the request and under the direction of TKLP, handle all administrative and clerical matters in respect of (i) the call and arrangement of all annual and/or special meetings of the Unitholders pursuant to the Limited Partnership Agreement, (ii) the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials to TKLP in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that TKLP has full opportunity to review them, approve them, execute them and return them to TK Bahamas for filing or mailing or other disposition as TKLP may require or direct;

(f) Provide or secure sufficient and necessary office space, equipment and personnel including all accounting, clerical, secretarial, corporate and administrative services as may be reasonably necessary for the performance of the Services;

(g) Arrange for the provision of such audit, accounting, engineering, legal, insurance and other professional services as are reasonably required by TKLP from time to time in connection with the discharge of its responsibilities under the Limited Partnership Agreement, to the extent such advice and analysis can be reasonably provided or arranged by TK Bahamas, provided that nothing herein shall permit TK Bahamas to select the auditor of TKLP, which shall be selected in accordance with the provisions for the appointment of the auditor pursuant to the Limited Partnership Agreement or as otherwise be required by law governing TKLP, or to communicate with the auditor other than in the ordinary course of making such books and records available for review as the auditors may require and to respond to queries from the auditors with respect to the accounts and statements prepared by, or arranged by, TK Bahamas, and in particular TK Bahamas will not have any of the authorities, rights or responsibilities of the audit committee of TKGP, but shall provide information to such committee as may from time to time be required or requested; and provided further that nothing herein shall entitled TK Bahamas to retain legal counsel for TKLP unless such selection is specifically approved by TKGP;

(h) Provide such assistance and support as TKLP may from time to time request in connection with any new or existing financing for TKLP, such assistance and support to be provided in accordance with the direction, and under the supervision of TKLP, as represented by TKGP in its capacity as the general partner of TKLP;

(i) Provide such administrative and clerical services as may be required by TKLP to support and assist TKLP in considering any future acquisitions or divestments of assets of TKLP, all under the direction and under the supervision of TKLP, as represented by TKGP in its capacity as the general partner of TKLP;

(j) Provide such support and assistance to TKLP as TKLP may from time to time request in connection with any future offerings of Units that TKLP may at any time determine is desirable for TKLP, all under the direction and supervision of TKLP, as represented by TKGP, in its capacity as the general partner of TKLP;

(k) Provide, at the request and under the direction of TKLP, such communications to the transfer agent for TKLP as may be necessary or desirable;

(l) Prepare and provide regular cash reports and other accounting information for review by TKLP, so as to permit and enable TKLP to make all determinations of financial matters required to be made pursuant to the Limited Partnership Agreement, including the determination of amounts available for distribution by TKLP to its Unitholders, and to assist TKLP in making arrangements with the transfer agent for TKLP for the payment of distributions to the Unitholders in accordance with the Limited Partnership Agreement;

(m) Provide such assistance to TKLP as TKLP may request or direct with respect to the performance of the obligations to the Unitholders under the Limited Partnership Agreement and to provide monitoring of various obligations and rights under agreements entered into by TKLP and provide advance reports on a timely basis to TKLP advising of steps, procedures and compliance issues under such agreements, so as to enable TKLP, through its general partner to make all such decisions as would be necessary or desirable thereunder; and

(n) Provide such additional administrative and clerical services pertaining to TKLP, the assets and liabilities of TKLP and the Unitholders and matters incidental thereto as may be reasonably requested by TKLP from time to time.

TK Bahamas shall provide quarterly reports to TKLP outlining the nature and details of the foregoing services that have been provided.

SCHEDULE B

FEES

In consideration for the provision of services by TK Bahamas to TKLP, TKLP shall pay TK Bahamas an annual Fee for each calendar year during the term of this Agreement divided into twelve (12) equal monthly installments payable in advance and which is equal to the annual aggregate amount of such costs and expenses (the "Costs and Expenses") as TK Bahamas may reasonably incur in connection with the provision of the Services plus a reasonable profit mark-up to be agreed upon and reviewed annually by the parties and which shall be consistent with the Organization for Economic Development's guidelines for transfer pricing levels as well as local rules and regulations.

In respect of each calendar year during the term of this Agreement, TK Bahamas shall prepare an estimate of the Costs and Expenses it reasonably expects to incur during such year and shall submit such estimate to TKLP within ten (10) Bahamian banking days of the last day of the immediately preceding year.

The calculation of TK Bahamas' aforesaid estimated Costs and Expenses may be adjusted from time to time by agreement between the parties, and the Fee payable by TKLP shall be re-calculated accordingly.

Within sixty (60) Bahamian banking days (or such longer period as the parties shall agree) after the end of each year, TK Bahamas shall submit to TKLP an accounting of the Costs and Expenses it has incurred in that year (the "actual Costs and Expenses").

Ten (10) Bahamian banking days (or such longer period as the parties shall agree) after the date on which TK Bahamas delivers such accounting of its actual Costs and Expenses:

(a) where the aggregate of all Fees paid in the relevant year is less than the agreed mark-up of the actual Costs and Expenses, TKLP shall pay an Adjustment to TK Bahamas; and

(b) where the aggregate of all Fees paid in the relevant year is greater than the agreed mark-up of the actual Costs and Expenses, TK Bahamas shall pay an Adjustment to TKLP.

Where the aggregate of all Fees paid in a year is equal to the agreed mark-up of the actual Costs and Expenses, no Adjustment is payable.

For the purposes hereof "ADJUSTMENT" means a payment (made in accordance with the foregoing) in the amount of the difference between the aggregate of all Fees paid in a year and the agreed mark-up of the actual Costs and Expenses incurred in that year.

EXHIBIT 10.6

ADVISORY, TECHNICAL AND ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT made effective the ____ day of _________ 2005;

BY AND BETWEEN:

TEEKAY SHIPPING SPAIN S.L., a corporation duly organized and existing under the laws of the Spain with principal offices at Musgo street nr. 5 - 2nd floor, 28023 Madrid, Spain

("TK Spain")

AND:

TEEKAY SHIPPING LIMITED, a Bahamas company with its registered office at TK House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59212, Nassau, The Bahamas

("TK Bahamas")

WHEREAS:

A. TK SPAIN, a corporation that operates vessels, requires certain advisory, technical and administrative services to supplement the existing capabilities of TK Spain's employees; and

B. TK SPAIN wishes to engage TK Bahamas to provide such advisory, technical and administrative services to TK SPAIN on the terms set out herein;

NOW THEREFORE, the parties agree that, in consideration of the fees set forth in Schedule "B" to this Agreement (the "Fees") and subject to the Terms and Conditions attached hereto, TK Bahamas shall provide the advisory, technical and administrative services set forth in Schedule "A" to this Agreement (the "Services").

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized signatories with effect on the date first above written.

TEEKAY SHIPPING SPAIN S.L.                        TEEKAY SHIPPING LIMITED




By: __________________________                    By: __________________________
Name:                                             Name:

Title: Title:

TERMS AND CONDITIONS

1. DEFINITIONS

In this Agreement: the term "Change of Control" means with respect to any entity, an event in which securities of any class entitling the holders thereof to elect a majority of the members of the board of directors or other similar governing body of the entity are acquired, directly or indirectly, by a person who did not immediately before such acquisition own securities of the entity entitling such person to elect such majority (and for the purpose of this definition, any such securities held by another person who is related to such person shall be deemed to be owned by such person);

2. GENERAL

TK Bahamas shall provide all or such portion of the Services, in a commercially reasonable manner, as TK SPAIN, may from time to time reasonably request or direct.

3. COVENANTS

During the term of this Agreement TK Bahamas shall:

(a) diligently provide or subcontract for the provision of (in accordance with
Section 18 hereof) the Services to TK SPAIN (unless the provision of such Services would materially interfere with Teekay Shipping Corporation's operations) as an independent contractor, and be responsible to TK SPAIN for the due and proper performance of same;

(b) retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Services; and

(c) keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Services in accordance with United States established general commercial practices and in accordance with United States generally accepted accounting principles, and allow TK SPAIN and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

4. NON-EXCLUSIVITY

TK Bahamas and its employees may provide services of a nature similar to the Services to any other person. There is no obligation for TK Bahamas to provide the Services to TK SPAIN on an exclusive basis.

5. CONFIDENTIAL INFORMATION

TK Bahamas shall be obligated to keep confidential, both during and after the term of this Agreement, all information it has acquired or developed in the course of providing Services under this Agreement. TK SPAIN shall be entitled to any equitable remedy available at law or equity, including specific performance, against a breach by TK Bahamas of this obligation. TK Bahamas shall not resist such application for relief on the basis that TK SPAIN has an adequate remedy at law, and TK Bahamas shall waive any requirement for the securing or posting of any bond in connection with such remedy.

6. SERVICE FEE

In consideration for TK Bahamas providing the Services, TK SPAIN shall pay TK Bahamas the Fees as determined and by installments as set out in Schedule "B" to this Agreement.

7. GENERAL RELATIONSHIP BETWEEN THE PARTIES

The relationship between the parties is that of independent contractor. The parties to this Agreement do not intend, and nothing herein shall be interpreted so as, to create a partnership, joint venture, employee or agency relationship between TK Bahamas and TK SPAIN.

8. INDEMNITY

TK SPAIN shall indemnify and hold harmless TK Bahamas and its employees and agents against all actions, proceedings, claims, demands or liabilities which may be brought against them due to this Agreement including, without limitation, all actions, proceedings, claims, demands or liabilities brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by or due to the gross negligence or willful misconduct of TK Bahamas or its employees or agents.

9. TERM AND TERMINATION

This Agreement shall commence as of the date first above written and shall continue for successive one year terms unless terminated by either party hereto on not less than sixty (60) days notice. A party may at any time terminate this Agreement forthwith if:

(a) in the case of TK SPAIN, there is a Change of Control of TK Bahamas and in the case of TK Bahamas, if there is a Change of Control of TK Spain;

(b) the other party breaches this Agreement;

(c) a receiver is appointed for all or substantially all of the property of the other party;

(d) an order is made to wind-up the other party;

(e) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; or

(f) the other party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced.

10. FEES UPON TERMINATION

Upon termination of this Agreement, the Fee shall be adjusted as at the effective date of termination. Any overpayment shall forthwith be refunded to TK SPAIN and any underpayment shall forthwith be paid to TK Bahamas.

11. SURRENDER OF BOOKS AND RECORDS

Upon termination of this Agreement, TK Bahamas shall forthwith surrender to TK SPAIN any and all books, records, documents and other property in the possession or control of TK Bahamas relating to this Agreement and to the business, finance, technology, trademarks or affairs of TK SPAIN and any member of the TK SPAIN Group and, except as required by law, shall not retain any copies of same.

12. FORCE MAJEURE

Neither party shall be liable for any failure to perform this Agreement due to any cause beyond its reasonable control.

13. ENTIRE AGREEMENT

This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all previous agreements, written or oral, with respect to the subject matter hereof.

14. SEVERABILITY

If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.

15. CURRENCY

Unless stated otherwise, all currency references herein are to United States Dollars.

16. LAW AND ARBITRATION

This Agreement shall be governed by the laws of The Bahamas. Any dispute under this Agreement shall be put to arbitration in The Bahamas, a jurisdiction to which the parties hereby irrevocably submit.

17. NOTICE

Notice under this Agreement shall be given (via hand delivery or facsimile) as follows:

18. SUBCONTRACTING AND ASSIGNMENT

TK Bahamas shall not assign, sub-contract or sub-license or assign this Agreement to any party that is not a subsidiary or affiliate of Teekay Shipping Corporation except upon written consent of TK SPAIN.

19. WAIVER

The failure of either party to enforce any term of this Agreement shall not act as a waiver. Any waiver must be specifically stated as such in writing.

20. AFFILIATES

This Agreement shall be binding upon and inure to the benefit of the affiliates of TK SPAIN and/or TK Bahamas.

21. COUNTERPARTS

This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

SCHEDULE A

SERVICES

TK Bahamas shall provide such of the following advisory, technical and administrative services (the "Services") to TK SPAIN, as TK SPAIN may from time to time reasonably request and direct TK Bahamas to provide pursuant to
Section 2:

1. negotiating loan and credit terms with lenders and monitoring and maintaining compliance therewith;

2. negotiating and arranging for interest rate swap agreements, foreign currency contracts and forward exchange contracts;

3. cash management, including arranging for the deposit of funds;

4. monitoring the performance of investment managers;

5. exercising of due diligence to:

(a) maintain and preserve each Vessel and her equipment in good condition, running order and repair, so that each Vessel shall be, insofar as due diligence can make her so, tight, staunch, strong and well and sufficiently tackled, appareled, furnished, equipped and in every respect seaworthy and in good operating condition; and

(b) keep each Vessel in such condition as will entitle her to the highest classification and rating from the classification society chosen by her owner or disponent owner for vessels of the class, age and type;

6. handling of each Vessel while in ports or transiting canals either directly or by use of vessel agents;

7. storing, victualing and supplying of each Vessel and the arranging for the purchase of certain stores, supplies and parts;

8. procuring and arrangement for port entrance and clearance, pilots, vessel agents, consular approvals, and other services necessary or desirable for the management and safe operation of each Vessel;

9. preparing, issuing or causing to be issued to shippers the customary freight contract, cargo receipts and/or bills of lading;

10. performance of all usual and customary duties concerned with the loading and discharging of cargoes at all ports;

11. naming of vessel agents for the transaction of each Vessel's business;

12. adjustment and the negotiating of settlements, with or on behalf of claimants or underwriters, of any claim, damages for which are recoverable under policies of insurance;

13. arrangement or the prompt dispatch of each Vessel from loading and discharging ports and for transit through canals;

14. arrangement for employment of counsel, and the investigation, follow-up and negotiating of the settlement of all claims arising in connection with the operation of each Vessel;

15. arrangement for the appointment of an adjuster and assistance in preparing the average account, taking proper security for the cargo's and freight's proportion of average, and in all ways reasonably possible protecting the interest of each Vessel and her owner;

16. negotiating of the settlement of insurance claims of Vessel owner's or disponent owner's protection and indemnity insurance and the arranging for the making of disbursements accordingly for owner's or disponent owner's account;

17. attendance to all matters involving each Vessel's crew, including, but not limited to, the following:

(a) arranging for the procurement and enlistment for each Vessel, as required by applicable law, of competent, reliable and duly licenced personnel (hereinafter referred to as 'crew members'), and all replacements therefore as from time to time may be required;

(b) arranging for all transportation, board and lodging for the crew members as and when required at rates and types of accommodations as customary in the industry;

(c) keeping and maintaining full and complete records of any labour agreements which may be entered into between owner or disponent owner and the crew members and the prompt reporting to owner or disponent owner as soon as notice or knowledge thereof is received of any change or proposed change in labour agreements or other regulations relating to the master and the crew members;

(d) negotiating the settlement of all wages with the crew members during the course of and upon termination of their employment;

(e) the handling of all details and negotiating the settlement of any and all claims of the crew members including, but not limited to, those arising out of accidents, sickness, or death, loss of personal effects, disputes under articles or contracts of enlistment, policies of insurance and fines;

(f) keeping and maintaining all administrative and financial records relating to the crew members as required by law, labour agreements, owner or disponent owner, and rendering to owner or disponent owner any and all reports when, as and in such form as requested by owner or disponent owner; and

(g) the performance of any other function in connection with crew members as may be requested by owner or disponent owner;

18. payment of all charges incurred in connection with the management of each Vessel, including, but not limited to, the cost of the items listed in 5 to 17 above, canal tolls, repair charges and port charges, and any amounts due to any governmental agency with respect to the Vessel crews;

19. in such form and on such terms as may be requested by TK Spain, the prompt reporting to TK Spain or Shipco of each Vessel's movement, position at sea, arrival and departure dates, casualties and damages received or caused by each Vessel;

20. arrangement and retention in full force and affect of all customary insurance pertaining to each Vessel as instructed by owner or disponent owner and all such policies of insurance, including but not limited to protection and indemnity, hull and machinery, war risk and oil pollution covering each Vessel;

21. if requested by owner or disponent owner, making application for certificates of financial responsibility on behalf of Vessels covered hereunder;

For the purposes hereof, "Shipcos" means vessel owning corporations, each such corporation being the owner or charterer of one vessel; and "Vessels" means vessels which are primarily either liquefied natural gas tankers or crude oil tankers owned or chartered by Shipcos.

For greater certainty and in furtherance of the foregoing, TK Bahamas recognizes and agrees that it is not authorized by this Agreement or otherwise, and shall not, act on behalf of TK Spain to execute on behalf of TK Spain (or any entity for which TK Spain manages Vessels) any contract of employment with any Vessel crewmember, except where the form and execution of such contract is at the request of TK Spain and when occurring is expressly stated as being by TK Bahamas in its capacity as 'agent only', TK Bahamas being hereby appointed as agent of TK Spain only for the specific and limited purpose thereof. TK Spain reserves the right to engage, suspend, remove or otherwise deal with Vessel crewmembers sourced by TK Bahamas as if TK Spain (and not the member of the TK Group to whose Vessel such crewmembers have been assigned) was their employer.

TK Bahamas shall provide quarterly reports to TK Spain outlining the nature and details of the foregoing services that have been provided.

SCHEDULE B

FEES

In consideration for the provision of services by TK Bahamas to TK SPAIN, TK SPAIN shall pay TK Bahamas an annual Fee for each calendar year during the term of this Agreement divided into twelve (12) equal monthly installments payable in advance and which is equal to the annual aggregate amount of such costs and expenses (the "Costs and Expenses") as TK Bahamas may reasonably incur in connection with the provision of the Services plus a reasonable profit mark-up to be agreed upon and reviewed annually by the parties and which shall be consistent with the Organization for Economic Development's guidelines for transfer pricing levels as well as local rules and regulations.

In respect of each calendar year during the term of this Agreement, TK Bahamas shall prepare an estimate of the Costs and Expenses it reasonably expects to incur during such year and shall submit such estimate to TK SPAIN within ten
(10) Bahamian banking days of the last day of the immediately preceding year.

The calculation of TK Bahamas' aforesaid estimated Costs and Expenses may be adjusted from time to time by agreement between the parties, and the Fee payable by TK SPAIN shall be re-calculated accordingly.

Within sixty (60) Bahamian banking days (or such longer period as the parties shall agree) after the end of each year, TK Bahamas shall submit to TK SPAIN an accounting of the Costs and Expenses it has incurred in that year (the "actual Costs and Expenses").

Ten (10) Bahamian banking days (or such longer period as the parties shall agree) after the date on which TK Bahamas delivers such accounting of its actual Costs and Expenses:

(a) where the aggregate of all Fees paid in the relevant year is less than the agreed mark-up of the actual Costs and Expenses, TK SPAIN shall pay an Adjustment to TK Bahamas; and

(b) where the aggregate of all Fees paid in the relevant year is greater than the agreed mark-up of the actual Costs and Expenses, TK Bahamas shall pay an Adjustment to TK SPAIN.

Where the aggregate of all Fees paid in a year is equal to the agreed mark-up of the actual Costs and Expenses, no Adjustment is payable.

For the purposes hereof "ADJUSTMENT" means a payment (made in accordance with the foregoing) in the amount of the difference between the aggregate of all Fees paid in a year and the agreed mark-up of the actual Costs and Expenses incurred in that year.

EXHIBIT 10.7

LNG STRATEGIC CONSULTING AND ADVISORY SERVICES AGREEMENT

THIS AGREEMENT made effective the ____ day of _________ 2005;

BY AND BETWEEN:

TEEKAY SHIPPING SPAIN S.L., a corporation duly organized and existing under the laws of the Spain with principal offices at Musgo street nr. 5 - 2nd floor, 28023 Madrid, Spain

("TK Spain")

AND:

TEEKAY LNG PROJECTS LTD., a British Columbia company with an office at Suite 2000 Bentall 5, 550 Burrard Street, Vancouver, Canada

("TK Projects")

WHEREAS:

A. TK SPAIN, a corporation that operates vessels, requires certain strategic consulting and advisory services to supplement the existing capabilities of TK Spain's employees; and

B. TK SPAIN wishes to engage TK Projects to provide such strategic consulting and advisory services to TK SPAIN on the terms set out herein;

NOW THEREFORE, the parties agree that, in consideration of the fees set forth in Schedule "B" to this Agreement (the "Fees") and subject to the Terms and Conditions attached hereto, TK Projects shall provide the strategic consulting and advisory services set forth in Schedule "A" to this Agreement (the "Services").

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized signatories with effect on the date first above written.

TEEKAY SHIPPING SPAIN S.L.                        TEEKAY LNG PROJECTS LTD.




By: __________________________                    By: __________________________
Name:                                             Name:

Title: Title:

TERMS AND CONDITIONS

1. DEFINITIONS

In this Agreement: the term "Change of Control" means with respect to any entity, an event in which securities of any class entitling the holders thereof to elect a majority of the members of the board of directors or other similar governing body of the entity are acquired, directly or indirectly, by a person who did not immediately before such acquisition own securities of the entity entitling such person to elect such majority (and for the purpose of this definition, any such securities held by another person who is related to such person shall be deemed to be owned by such person);

2. GENERAL

TK Projects shall provide all or such portion of the Services, in a commercially reasonable manner, as TK SPAIN, may from time to time reasonably request or direct.

3. COVENANTS

During the term of this Agreement TK Projects shall:

(a) diligently provide or subcontract for the provision of (in accordance with
Section 18 hereof) the Services to TK SPAIN (unless the provision of such Services by TK Projects would materially interfere with Teekay Shipping Corporation's operations) as an independent contractor, and be responsible to TK SPAIN for the due and proper performance of same;

(b) retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Services; and

(c) keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Services in accordance with established general commercial practices and in accordance with United States generally accepted accounting principles, and allow TK SPAIN and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

4. NON-EXCLUSIVITY

TK Projects and its employees may provide services of a nature similar to the Services to any other person. There is no obligation for TK Projects to provide the Services to TK SPAIN on an exclusive basis.

5. CONFIDENTIAL INFORMATION

TK Projects shall be obligated to keep confidential, both during and after the term of this Agreement, all information it has acquired or developed in the course of providing Services under this Agreement. TK SPAIN shall be entitled to any equitable remedy available at law or equity, including specific performance, against a breach by TK Projects of this obligation. TK Projects shall not resist such application for relief on the basis that TK SPAIN has an adequate remedy at law, and TK Projects shall waive any requirement for the securing or posting of any bond in connection with such remedy.

6. SERVICE FEE

In consideration for TK Projects providing the Services, TK SPAIN shall pay TK Projects the Fees as determined and by installments as set out in Schedule "B" to this Agreement.

7. GENERAL RELATIONSHIP BETWEEN THE PARTIES

The relationship between the parties is that of independent contractor. The parties to this Agreement do not intend, and nothing herein shall be interpreted so as, to create a partnership, joint venture, employee or agency relationship between TK Projects and TK SPAIN.

8. INDEMNITY

TK SPAIN shall indemnify and hold harmless TK Projects and its employees and agents against all actions, proceedings, claims, demands or liabilities which may be brought against them due to this Agreement including, without limitation, all actions, proceedings, claims, demands or liabilities brought under the environmental laws of any jurisdiction, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by or due to the gross negligence or willful misconduct of TK Projects or its employees or agents.

9. TERM AND TERMINATION

This Agreement shall commence as of the date first above written and shall continue for successive one year terms unless terminated by either party hereto on not less than sixty (60) days notice. A party may at any time terminate this Agreement forthwith if:

(a) in the case of TK SPAIN, there is a Change of Control of TK Projects and in the case of TK Projects, if there is a Change of Control of TK Spain;

(b) the other party breaches this Agreement;

(c) a receiver is appointed for all or substantially all of the property of the other party;

(d) an order is made to wind-up the other party;

(e) a final judgment, order or decree which materially and adversely affects the ability of the other party to perform this Agreement shall have been obtained or entered against that party and such judgment, order or decree shall not have been vacated, discharged or stayed; or

(f) the other party makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding shall be commenced.

10. FEES UPON TERMINATION

Upon termination of this Agreement, the Fee shall be adjusted as at the effective date of termination. Any overpayment shall forthwith be refunded to TK SPAIN and any underpayment shall forthwith be paid to TK Projects.

11. SURRENDER OF BOOKS AND RECORDS

Upon termination of this Agreement, TK Projects shall forthwith surrender to TK SPAIN any and all books, records, documents and other property in the possession or control of TK Projects relating to this Agreement and to the business,

finance, technology, trademarks or affairs of TK SPAIN and any member of the TK SPAIN Group and, except as required by law, shall not retain any copies of same.

12. FORCE MAJEURE

Neither party shall be liable for any failure to perform this Agreement due to any cause beyond its reasonable control.

13. ENTIRE AGREEMENT

This Agreement forms the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all previous agreements, written or oral, with respect to the subject matter hereof.

14. SEVERABILITY

If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.

15. CURRENCY

Unless stated otherwise, all currency references herein are to United States Dollars.

16. LAW AND ARBITRATION

This Agreement shall be governed by the laws of The Bahamas. Any dispute under this Agreement shall be put to arbitration in The Bahamas, a jurisdiction to which the parties hereby irrevocably submit.

17. NOTICE

Notice under this Agreement shall be given (via hand delivery or facsimile) as follows:

18. SUBCONTRACTING AND ASSIGNMENT

TK Projects shall not assign, sub-contract or sub-license or assign this Agreement to any party that is not a subsidiary or affiliate of Teekay Shipping Corporation except upon written consent of TK SPAIN.

19. WAIVER

The failure of either party to enforce any term of this Agreement shall not act as a waiver. Any waiver must be specifically stated as such in writing.

20. AFFILIATES

This Agreement shall be binding upon and inure to the benefit of the affiliates of TK SPAIN and/or TK Projects.

21. COUNTERPARTS

This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

SCHEDULE A

SERVICES

TK Projects shall provide such of the following strategic consulting and advisory services (the "Services") to TK SPAIN, as TK SPAIN may from time to time reasonably request and direct TK Projects to provide pursuant to Section 2:

(a) strategic planning;

(b) business development opportunities;

(c) integration of any acquired businesses;

(d) client relations; and

(e) any other matters relating to the business of Teekay Spain's liquefied natural gas business as Teekay Spain may request assistance with, to the extent TK Projects has knowledge or experience related to such matters.

TK Projects shall provide quarterly reports to TK Spain outlining the nature and details of the foregoing services that have been provided.

SCHEDULE B

FEES

In consideration for the provision of services by TK Projects to TK SPAIN, TK SPAIN shall pay TK Projects an annual Fee for each calendar year during the term of this Agreement divided into twelve (12) equal monthly installments payable in advance and which is equal to the annual aggregate amount of such costs and expenses (the "Costs and Expenses") as TK Projects may reasonably incur in connection with the provision of the Services plus a reasonable profit mark-up to be agreed upon and reviewed annually by the parties and which shall be consistent with the Organization for Economic Development's guidelines for transfer pricing levels as well as local rules and regulations.

In respect of each calendar year during the term of this Agreement, TK Projects shall prepare an estimate of the Costs and Expenses it reasonably expects to incur during such year and shall submit such estimate to TK SPAIN within ten
(10) Bahamian banking days of the last day of the immediately preceding year.

The calculation of TK Projects' aforesaid estimated Costs and Expenses may be adjusted from time to time by agreement between the parties, and the Fee payable by TK SPAIN shall be re-calculated accordingly.

Within sixty (60) Bahamian banking days (or such longer period as the parties shall agree) after the end of each year, TK Projects shall submit to TK SPAIN an accounting of the Costs and Expenses it has incurred in that year (the "actual Costs and Expenses").

Ten (10) Bahamian banking days (or such longer period as the parties shall agree) after the date on which TK Projects delivers such accounting of its actual Costs and Expenses:

(a) where the aggregate of all Fees paid in the relevant year is less than the agreed mark-up of the actual Costs and Expenses, TK SPAIN shall pay an Adjustment to TK Projects; and

(b) where the aggregate of all Fees paid in the relevant year is greater than the agreed mark-up of the actual Costs and Expenses, TK Projects shall pay an Adjustment to TK SPAIN.

Where the aggregate of all Fees paid in a year is equal to the agreed mark-up of the actual Costs and Expenses, no Adjustment is payable.

For the purposes hereof "ADJUSTMENT" means a payment (made in accordance with the foregoing) in the amount of the difference between the aggregate of all Fees paid in a year and the agreed mark-up of the actual Costs and Expenses incurred in that year.

Exhibit 10.8

PURCHASE AGREEMENT

Dated this day of _____, 2005

BETWEEN:

TEEKAY SHIPPING CORPORATION, a company organized under the laws of the Republic of The Marshall Islands, with its head office at TK House, West Bay St., & Blake Road, Nassau, The Bahamas (hereinafter "TEEKAY")

AND:

Teekay LNG Operating L.L.C., a limited liability company formed under the laws of the Republic of The Marshall Islands, with its head office at TK House, West Bay St., & Blake Road, Nassau, The Bahamas, (hereinafter "TEEKAY LNG OPERATING").

WHEREAS

1. Teekay LNG Operating is the holder of all of the membership interests in Granada Spirit L.L.C. (the "COMPANY").

2. The Company is the registered owner of the M/T GRANADA SPIRIT (the "VESSEL").

3. The Vessel is under short-term, fixed rate time charter, dated the date hereof (the "TIME CHARTER"), to Teekay Chartering Limited (the "CHARTERER"), a wholly owned subsidiary of Teekay.

4. Teekay and Teekay LNG Operating have agreed that Teekay shall purchase the Vessel or all of the membership interests in the Company (at Teekay's election) upon the termination of the Time Charter.

5. The Time Charter will terminate upon the earliest of (a) delivery to Teekay LNG Operating or its subsidiary of the newbuilding Toledo Spirit, (b) December 31, 2005 or (c) the purchase of the Vessel or the Company in accordance with 1.b(2) below.

1. TEEKAY'S AGREEMENT TO PURCHASE THE VESSEL

Teekay shall purchase the Vessel or all of the membership interests in the Company (at Teekay's election) upon the termination of the Time Charter and in accordance with the following:

a PURCHASE ON SCHEDULED DELIVERY DATE

If the Toledo Spirit delivers on the scheduled delivery date of July 20, 2005, Teekay shall:

i) purchase the Vessel (including spares on board and ashore); or

ii) purchase 100% of the membership interests of the Company,

for its own account or name a nominee to purchase the Vessel or the Company (the "PURCHASE") for a purchase price of US$19,500,000 (the "PURCHASE PRICE").

b OTHER PURCHASE DATE

(1) If the Toledo Spirit is delivered after July 20, 2005, Teekay shall complete the Purchase for the Purchase Price less $250,000 per full month after July 20, 2005 that the Toledo Spirit delivers (or less a pro rata portion of $250,000 for any portion of any month following July 20, 2005 that is less than 30 days).

(2) Teekay shall have the right to make the Purchase at any time prior to the delivery of the Toledo Spirit and cause the Charterer to terminate the Time Charter. If Teekay exercises this right, or if the Toledo Spirit delivers prior to July 20, 2005, Teekay will complete the Purchase for the Purchase Price plus $600,000 for each full month (or pro rata portion of $600,000 for any pro rata portion for any period that is less than 30 days) that Teekay LNG Operating does not have the benefit (directly or indirectly) of the Time Charter prior to July 20, 2005.

c PURCHASE CONTRACT

FORM OF CONTRACT (VESSEL)

The purchase of the Vessel pursuant to this Agreement will be concluded on the basis of the Norwegian Shipbrokers' Association's memorandum of agreement for the sale and purchase of ships as adopted by BIMCO in "SALEFORM 1993", or such later edition current as of the date of such purchase, logically amended as appropriate in compliance with this agreement and including the following other terms:

(1) no drydocking or inspection of underwater parts will be made; and

(2) the Vessel will be taken over "as is, where is" at the time of completion of the Purchase; and

(3) all property in items such as bunkers, gas oil which prior to completion of the Purchase are the property of Charterer, shall remain the property of Charterer.

d FORM OF CONTRACT (COMPANY)

The purchase of 100% of the membership interests of the Company pursuant to this Agreement will be concluded on the basis of the execution by Teekay LNG Operating of the Certificate of Limited Liability Interests of the Company and its transfer of 100% of the membership interests to Teekay upon payment of the Purchase Price plus or minus any adjustments for the Purchase before or after July 20, 2005 in accordance with Section 1a and 1b.

e CHARTER TERMINATION

If not previous terminated, the Time Charter will terminate upon closing of the Purchase.

2. ASSIGNMENT

Teekay may assign any of its rights and obligations contained herein. Assignor and assignee shall be jointly and severally liable for the performance of the obligations arising from this Agreement and will execute such undertaking in writing simultaneously with the assignment. Teekay LNG Operating will cooperate to the extent required to complete any assignment as and when reasonably required by Teekay.

3. AMENDMENTS OR WAIVERS

Any waiver or amendment of this Agreement must be specifically stated as such in writing.

4. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed under the laws of England. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be submitted to the exclusive jurisdiction of the High Court of Justice of England and Wales sitting in London (England).

In witness whereof, the Parties have signed this document on the date first above written.

TEEKAY SHIPPING CORPORATION       TEEKAY LNG OPERATING L.L.C.

----------------------------      ----------------------------
By:                               By:

Title: Title:

Exhibit 10.9
BPTIME3

TIME CHARTERPARTY

PRODUCED IN ASSOCIATION WITH THE BALTIC AND
INTERNATIONAL MARITIME COUNCIL (BIMCO)

1ST EDITION - FEBRUARY 2001

(C) BP SHIPPING LIMITED REGISTERED IN ENGLAND AND WALES: NO. 140132 REGISTERED OFFICE:- BREAKSPEAR PARK, BREAKSPEAR WAY, HEMEL HEMPSTEAD, HERTS, HP2 4UL.

COMMERCIAL PROVISIONS....................................................................................4

1.       DELIVERY AND CHARTER PERIOD.....................................................................4

2.       CANCELLATION....................................................................................4

3.       REDELIVERY......................................................................................5

4.       NOTICES OF DELIVERY AND REDELIVERY..............................................................5

5.       BUNKERS ON DELIVERY AND REDELIVERY..............................................................5

6.       CARGOES.........................................................................................6

7.       TRADING LIMITS..................................................................................6

8.       HIRE............................................................................................6

OWNERS' RIGHTS AND OBLIGATIONS...........................................................................7

9.       OWNERS' OBLIGATIONS.............................................................................7

10.      MASTER AND CREW.................................................................................8

11.      BILLS OF LADING AND WAYBILLS....................................................................9

12.      DRUGS AND ALCOHOL POLICY........................................................................9

13.      DRY-DOCKING....................................................................................10

14.      LIEN...........................................................................................10

CHARTERERS' RIGHTS AND OBLIGATIONS......................................................................10

15.      CHARTERERS' OBLIGATIONS........................................................................10

16.      SPACE AVAILABLE TO CHARTERERS..................................................................11

17.      LOADING AND DISCHARGE / SHIP-TO-SHIP TRANSFERS.................................................11

18.      PERFORMANCE OF VESSEL - SPEED AND CONSUMPTION..................................................11

19.      OFF-HIRE.......................................................................................12

20.      LAYING UP......................................................................................13

21.      STORAGE........................................................................................13

22.      SUB-LET........................................................................................13

23.      SUPERNUMERARIES................................................................................13

24.      VESSEL/CARGO INSPECTIONS/BUNKER SURVEYS........................................................13

SPECIAL PROVISIONS......................................................................................14

25.      CLAUSE PARAMOUNT...............................................................................14

26.      SALVAGE........................................................................................14

27.      ICE............................................................................................15

28.      REQUISITION....................................................................................15

29.      OUTBREAK OF WAR................................................................................15

30.      WAR RISKS......................................................................................15

31.      GENERAL AVERAGE................................................................................17

32.      NEW JASON......................................................................................17

33.      BOTH-TO-BLAME COLLISION........................................................................18

34.      OIL POLLUTION PREVENTION.......................................................................18

35.      EXCEPTIONS.....................................................................................19

36.      LAW............................................................................................19

Codeword for this Charterparty
"PBTIME3"

TIME CHARTERPARTY

Date ____ March 2005

PREAMBLE

It is this day agreed between GRANADA SPIRIT L.L.C. of the Republic of the Marshall Islands, with its registered office at Trust Company Complex, Ajeltake Islands, Majuro, Marshall Islands, MH 96960 ("Owners") being owners/disponent owners of the motor/steam tank vessel (delete as applicable) called GRANADA SPIRIT ("Vessel") and TEEKAY CHARTERING LIMITED of the Republic of the Marshall Islands with its place of business at TK House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59212, Nassau, The Bahamas ("Charterers") that the service for which provision is herein made shall be subject to the terms and conditions of this Charter which comprises this PREAMBLE, PART 1 and PART 2, together with the OCIMF Vessel Particulars Questionnaire current at the date hereof and the BP Shipping Questionnaire (together referred to as the "Questionnaire") as attached hereto.

Unless the context otherwise requires, words denoting the singular include the plural and vice versa.

In the event of any conflict between the provisions of PART 1 and PART 2 of this Charter, the previsions of PART I shall prevail.

In the event of any conflict between the provisions of PART 1 or PART 2 of this Charter and any provisions in the Questionnaire, the provisions of PART 1 or PART 2 of this Charter shall prevail.

PART 1

A. Name of Vessel: GRANADA SPIRIT, call sign C6UA4, IMO NO. 8710326

B. Charter Period: Beginning ___________, 2005 until the earliest of (a) delivery to Teekay LNG Operating L.L.C. or its subsidiary of the newbuilding Toledo Spirit, (b) December 31, 2005 or (c) the early termination of this Charter by the purchase of the Vessel or the Owner in accordance with the Purchase Agreement, dated the date hereof, between Teekay LNG Operating L.L.C. and Teekay Shipping Corporation.

C. Laydays/Cancelling: Delivery under this Charter shall be concurrent with signing of this Charter in or around _______, 2005.

Commencing: 0001 hours local time on _______ ("Commencement Date") Cancelling: 1600 hours local time on _______ ("Cancelling Date")

D. Place of Delivery: Within Trading Limits, either at sea or a safe port.

E. Vessel shall be delivered with the following cargo history: N/A

F. Place of Redelivery: Within Trading Limits, either at sea or a safe port.

G. Bunkers on Delivery and Redelivery: Beginning bunkers ROB for Charterers's account and ending bunkers ROB for Charterers' account

H. Rate of Hire: US$27,660 per day

I. Owners' Payment Details: To be advised

Bank:
Address:
Swift:
Sort Code:
Account No:
In favour of:
Reference:

J. Bunker Specifications: As required

K. Permitted Cargoes: Crude oil and/or other petroleum products

L. Trading Limits: Worldwide within British IWL

M. Additional Clauses:

Termination of Charter due to Purchase Option Agreement: Charterers shall have the option to terminate the Charter at any time pursuant to the Purchase Option Agreement between Teekay Shipping Corporation and Teekay LNG Operating L.L.C. dated April __, 2005.

PART 2

COMMERCIAL PROVISIONS

1. DELIVERY AND CHARTER PERIOD

1.1 Owners agree to let and Charterers agree to hire the Vessel from the time of delivery for a Charter Period as set out in PART 1, Section B. The Vessel shall be placed at the disposal of Charterers at the Place of Delivery as set out in PART 1, Section D. The Vessel shall not be delivered to Charterers prior to the Commencement Date.

1.2 Upon delivery the Vessel shall be tight, staunch, strong, in every way fitted for service, with cargo spaces, facilities and equipment ready to receive, carry and deliver cargo, and with a full complement of Master, officers and crew fully competent, certified and experienced to perform the services contracted for, and in all material respects meeting the description of the Vessel set out in the Questionnaire. Without prejudice to the aforesaid, upon delivery Owners, Master, officers, crew and all documents shall conform in all parts and in all material respects with the responses submitted in the Questionnaire.

2. CANCELLATION

2.1 If the Vessel is not ready in accordance with Clause 1 and at Charterers' disposal by the Cancelling Date (which term shall for the purposes of this Clause include any new Cancelling Date determined under this Clause 2) Charterers shall have the option of cancelling this Charter within forty-eight (48) hours after the Cancelling Date.

2.2 Owners undertake to notify Charterers promptly if at any time Owners or the Master have reason to believe that the Vessel may not be delivered in accordance with Clause 1 by the Cancelling Date. Such notification is to be in writing and shall state the date and time that Owners expect the Vessel to be ready to be delivered.

2.3 If at any time it appears to Charterers that the Vessel will not be delivered in accordance with Clause 1 by the Cancelling Date, Charterers may require Owners to state in writing the dart and time that they expect the Vessel to be ready to be delivered, such statement to be given within ninety-six (96) hours of Charterers' request.

2.4 If the date and time notified by Owners pursuant to sub-clauses 2.2, 2.3 or 4.1 falls after the Cancelling Date then Charterers shall have the option of cancelling this Charter within one hundred and twenty
(120) hours of receipt of the said notice from Owners or within forty-eight (48) hours after the Cancelling Date, whichever is earlier.

If Charterers do not exercise their option to cancel this Charter then the new Cancelling Date for the purpose of this Clause 2 shall be twelve (12) hours after the date and time notified by Owners pursuant to sub-clauses 2.2 or 2.3, or such other date and time as may be mutually agreed.

2.5 If Owners fail, or fail timeously, to respond in writing to Charterers when required to do so under sub-clause 2.3, Charterers shall have the option of cancelling this Charter within one hundred and twenty (120) hours after the period allowed for Owners' response under sub-clause 2.3, or within forty-eight (48) hours after the Cancelling Date, whichever is earlier.

3. REDELIVERY

3.1 The Vessel shall be redelivered to Owners at the Place of Redelivery stipulated in PART 1, Section F on the expiry of the Charter Period, on completion of its final voyage on dropping last outward bound pilot, or as may otherwise be agreed.

3.2 Notwithstanding the provisions of sub-clauses 1.1 and 3.1 hereof, should the Vessel at the expiry of the Charter Period be on a ballast voyage to the Place of Redelivery or on a laden voyage (which for the purposes of this Clause shall be deemed to have commenced at the end of the sea passage to the first loadport), then Charterers shall have the use of the Vessel at the same rate and conditions for such extended time as may be necessary for the completion of the voyage on which it is engaged and, where required, its ballast voyage to the Place of Redelivery.

4. NOTICES OF DELIVERY AND REDELIVERY

4.1 The below notices shall be given by Owners to Charterers in the case of delivery, and by Charterers to Owners in the case of redelivery:

4.1.1 One calendar week prior to delivery / redelivery, notice shall be given specifying the anticipated date for delivery / redelivery.

5. BUNKERS ON DELIVERY AND REDELIVERY

5.1 The Vessel shall be delivered with about the quantity of fuels stated in PART 1, Section G and shall be redelivered with about the same quantity.

5.2 Charterers shall accept and pay for all fuels on board at the time of delivery and Owners shall accept and pay for all fuels on board at redelivery (whether at the end of the Charter Period or upon termination of the Charter for other reasons), all at the price paid (net of all discounts).

6. CARGOES

6.1 Charterers shall have the right to ship all lawful cargoes falling within the description set out in PART 1, Section K.

6.2 Charterers shall not ship, nor permit to be shipped, any cargo dangerous to the Vessel.

7. TRADING LIMITS

The Vessel shall be employed in lawful trades within Institute Warranty Limits and within the Trading Limits set out in PART 1, Section L.

8. HIRE

8.1 Charters shall pay hire per day or pro rata for part of a day from the time the Vessel is delivered to Charters until its redelivery to Owners in the currency and at the rate sated in PART 1, Section H. All calculation of hire shall be by reference to Universal Time Co-ordinated (UTC).

8.2 The first payment of hire shall be made on or about the date of delivery, paying the hire in advance up to, but not including, the first day of the succeeding month. All subsequent payments of hire shall be made monthly in advance on the first day of each calendar month to the account stipulated in PART 1, Section I in funds available to Owners on the due date. If, however, in a given month the due date is a non-banking day in the United States (if hire is to be paid in US Dollars) or in the country stated in PART 1, Section I, then the subject month's hire shall be paid on the next banking day.

8.3 Hire for the month in which the anticipated date for redelivery falls shall be made up to and including the anticipated date of redelivery. Any necessary adjustments shall be made by payment by Owners to Charterers or by Charterers to Owners, as the case may be, within twenty-eight (28) days after redelivery.

8.4 Where there is a failure to pay hire by the due date, Owners shall notify Charterers in writing of such failure. Within five (5) banking days of receipt of such notification Charterers shall pay the amount due, failing which Owners shall have the right to suspend the performance of any or all of their obligations under this Charter and/or to withdraw the Vessel. If Owners elect to suspend performance of the Charter in respect of a particular late payment, they may still, notwithstanding that suspension of performance, withdraw the Vessel from the Charter in respect of that late payment provided they give a further twenty-four (24) hours' notice in writing of their intention to withdraw. Under no circumstances shall the act of suspending performance be construed as a waiver by Owners of the right to withdraw in respect of the continuing failure to pay hire or any subsequent late payment of hire under this Charter.

Throughout any period of suspended performance under this Clause, the Vessel is to be and shall remain on hire. Charterers undertake to indemnify Owners in respect of any liabilities incurred by Owners under the bill of lading or any other contract of carriage as a consequence of Owners' proper suspension of and/or withdrawal from any or all of their obligations under this Charter.

8.5 On production of supporting vouchers, Charters shall be entitled to deduct from hire any expenditure incurred on behalf of Owners which is for Owners' account under this Charter as well as any other costs and expenses due to Charterers which this Charter entitles them to deduct from hire. Charterers shall be entitled to a commission of 2.5% on expenditure settled on behalf of Owners.

8.6 Charterers may, at any time during the three months prior to the end of the Charter Period set out in PART 1, Section B, deduct from hire any amount which they reasonably estimate will be due to them at the end of the Charter Period in respect of expenditure on behalf of Owners, bunkers on redelivery, anticipated performance claims and any other similar claims Charterers may have against Owners.

OWNERS' RIGHTS AND OBLIGATIONS

9. OWNERS' OBLIGATIONS

9.1 Without prejudice to Clause 1, Owners shall exercise due diligence to maintain the Vessel in, or restore the Vessel to, the condition required pursuant to Clause 1 throughout the Charter Period.

9.2 Owners undertake that from the date of entering into this Charter the classification society, flag, ownership, management (whether technical or commercial) and P&I Insurers of the Vessel shall not change without Charterers' prior consent. Without prejudice to any other right that Charterers may have, a breach of this provision will entitle Charterers to terminate this Charter, whereupon Owners shall reimburse Charterers with any hire paid in advance and not earned. Should Charterers withhold consent under this Clause, then Owners may require Charterers to promptly identify to them an alternative acceptable to Charterers.

9.3 Owners undertake that from the date of entering into this Charter the amount of Hull and Machinery insurance on the Vessel shall not change without Charterers' prior consent, which shall not be unreasonably withheld.

9.4 Without prejudice to Clause 1, and provided always that Owners are granted a reasonable time to perform cleaning, Owners shall throughout the Charter Period ensure that the Vessel presents for loading with its tanks, pumps and

pipelines properly prepared to the satisfaction of any inspector appointed by or on behalf of Charterers and ready for loading the cargo specified by Charterers.

9.5 Owners shall remain responsible for the navigation of the Vessel, acts of pilots, tug boats and crew, same as when trading for their own account. Owners undertake that throughout the period of this Charter they will, at their own expense, comply with the regulations in force from time to time so as to enable the Vessel to pass through the Suez and Panama Canals by day and by night without delay.

9.6 Without limitation to the foregoing, Owners shall provide and pay for:

9.6.1 provisions, wages (including overtime), discharging fees and all other expenses related to the Master, officers and crew; and

9.6.2 cabin, deck, engine-room and other necessary stores, including domestic water; and

9.6.3 radio traffic and other communication expenses; and

9.6.4 insurance on the Vessel fully covering P&I risks and (without prejudice to Charterers' rights to freely trade the Vessel) standard oil pollution cover up to the level customarily offered by the International Group of P & I Clubs (currently US$1,000 million), Hull and Machinery and basic War Risks in accordance with the information set out in the Questionnaire; and

9.6.5 all documentation required to permit the Vessel to trade within the Trading Limits set out in PART 1, Section L, including but not limited to the certificates and documentation confirmed by Owners in the Questionnaire to be in place and such documentation shall be maintained in force during the currency of the Charter.

10. MASTER AND CREW

10.1 The Master, although appointed by Owners, shall throughout the Charter Period be under the orders and directions of Charterers as regards employment, agency or other arrangements and shall render Charterers all reasonable assistance with the officers, crew and equipment (including but not limited to connecting and disconnecting hoses for loading and discharging, verifying fuel samples and the procedure associated with the delivery of fuel) and supply Charterers with such information and documentation as they may from time to time require (including but not limited to logs, time sheets, safety performance information and certification relating to officers, crew or Vessel).

10.2 The Master shall, throughout the Charter Period, operate the Vessel and carry out his duties in a manner consistent with good seamanship, complying with

the recommendations set out in the latest edition of ISGOTT and maintaining the safety of the Vessel, its crew, the cargo and the environment, and shall prosecute all voyages with due despatch.

10.3 The Master shall observe regulations and recommendations as to traffic separation and routeing as issued, from time to time, by responsible organisations or regulatory authorities, or as promulgated by the State of the flag of the Vessel or the State in which management of the Vessel is exercised.

10.4 If Charterers are dissatisfied with the conduct of the Master or any officer or crew member, Owners shall on receiving particulars of the complaint, promptly investigate the same, and, if necessary, make a change in the appointment.

11. BILLS OF LADING AND WAYBILLS

11.1 Bills of lading and waybills shall be signed as Charterers direct, without prejudice to this Charter. Charterers hereby indemnify Owners:

11.1.1 against all liabilities that may arise from the signing of

       bills of lading and waybills in accordance with the
       directions of Charterers to the extent that the terms of
       such bills of lading and waybills impose more onerous
       liabilities than those assumed by Owners under the terms of
       this Charter; and

111.2  against all claims brought by holder of bills of lading and
       waybills against Owners by reason of any deviation ordered by
       Charterers.

11.2 All bills of lading and waybills issued under this Charter shall include a Clause Paramount and War Risks, New Jason, General Average, and Both-to-Blame Collision clauses, in the form set out in this Charter.

12. DRUGS AND ALCOHOL POLICY

12.1 Owners undertake that they have, and shall maintain for the duration of this Charter, a polity on Drugs and Alcohol Abuse applicable to the Vessel (the "D & A Policy") that meets or exceeds the standards in the OCIMF Guidelines for the Control of Drugs and Alcohol Onboard Ship 1995 as amended from time to time.

12.2 Owners shall exercise due diligence to ensure that the D & A Polity is understood and complied with on and about the Vessel. An actual impairment, or any test finding of impairment, shall not in and of itself mean that Owners have failed to exercise due diligence.

13. DRY-DOCKING

Without prejudice to Clause 19, Owners shall have the right at their expense to take the Vessel out of service, including placing the Vessel in dry-dock. For emergency repairs this right may be exercised in accordance with Owners' discretion. For routine maintenance and surveys, the right may only be exercised at a time and place mutually agreed upon by Owners and Charterers.

14. LIEN

Owners shall have a lien upon all cargoes, hire, sub-hire, freights and sub-freights for any amounts owed by Charterers under this Charter.

CHARTERERS' RIGHTS AND OBLIGATIONS

15. CHARTERERS' OBLIGATIONS

15.1 Charterers shall furnish the Master with full and timely instructions.

15.2 Charterers shall provide and/or pay for:

15.2.1 all fuels of a quality suitable for burning in the Vessel's engines and auxiliaries (which shall comply with the description in PART 1, Section J except for quantities of fuel consumed while the Vessel is off-hire which shall be for Owners' account; and

15.2.2 port charges, light and canal dues, and all other charges or expenses relating to loading and discharging; and

15.2.3 agency fees for normal ship's husbandry at all places or ports of call; and

15.2.4 towage, pilotage and all mooring, loading and discharging facilities and services, provided always that Charterers shall bear no liability for the negligence or misconduct exercised by the providers of such services and facilities.

15.3 Any additional premiums charged by the providers of oil pollution cover by reason of loading or discharging at ports in the USA or USA-controlled territories shall be for Charterers' account and shall be re-imburscd to Owners together with the instalment of hire next falling due following presentation to Charterers of proper receipts evidencing payment.

15.4 Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of Owners.

16. SPACE AVAILABLE TO CHARTERERS

16.1 The whole reach, burthen and decks of the Vessel, and its passenger accommodation (including Owners' suite if any), shall be at Charterers' disposal, reserving only proper and sufficient space for the Vessel's Master, officers, crew, tackle, apparel, furniture, provisions, stores and lubricating oil.

16.2 The weight of stores and lubricating oil stored on board shall not at any time during the Charter Period, unless specifically agreed, exceed the tonnage shown in the Questionnaire.

17. LOADING AND DISCHARGE / SHIP-TO-SHIP TRANSFERS

17.1 The Vessel shall be loaded and discharged at any port (which term for the purpose of this Charter shall include any port, berth, dock, loading or discharging anchorage or offshore location, submarine line, single point or single buoy mooring facility, alongside vessels or lighters or any other place whatsoever as the context requires) in accordance with Charterers' instructions. Before instructing Owners to direct the Vessel to any port, Charterers shall exercise due diligence to ascertain the safety of such port, but Charterers do not warrant the safety of any port and shall be under no liability in respect thereof except for loss or damage caused by Charterers' failure to exercise due diligence.

17.2 Charterers shall have the option of transferring the whole or part of the cargo (which shall include topping-off and lightening) to or from any other vessel including, but not limited to, an oceangoing vessel, barge and/or lighter (the "Transfer Vessel").

All transfers of cargo to or from Transfer Vessels shall be carried out in accordance with the recommendations set out in the latest edition of the "ICS/OCIMF Ship to Ship Transfer Guide (Petroleum)". Owners undertake that the Vessel and its crew shall comply with such recommendations, and similarly Charterers undertake that the Transfer Vessel and its crew shall comply with such recommendations. Charterers shall provide and pay for all necessary equipment including suitable fenders and cargo hoses. Charterers shall have the right, at their expense, to appoint supervisory personnel to attend on board the Vessel, including a mooring master, to assist in such transfers of cargo.

18. PERFORMANCE OF VESSEL - SPEED AND CONSUMPTION

18.1 Unless otherwise ordered by Charterers, the Vessel shall perform all voyages at the service speed stated in the Questionnaire.

18.2 Owners warrant that the Vessel is and shall remain capable of maintaining, throughout the Charter Period, the speeds and bunker consumptions for

propulsion described in the Questionnaire under normal working conditions and in moderate weather (which for the purpose of this Clause shall exclude any periods of winds exceeding Force 5 on the Beaufort Scale). Charterers shall have the right to make deductions from hire in respect of any time lost and any additional bunkers consumed by reason of the Vessel's failure to maintain the warranted capability.

19. OFF-HIRE

19.1 The Vessel shall be off-hire on each and every occasion that there is a loss of time arising out of or in connection with the Vessel being unable to comply with Charterers' instructions (whether by way of interruption or reduction in the Vessel's services, or in any other manner) on account of:

19.1.1 any damage, defect, breakdown, deficiency of or accident to the Vessel's hull, machinery, equipment or cargo handling facilities, or maintenance thereto; or

19.1.2 any default and/or deficiency of the Master, officers or crew, including the failure or refusal or inability of the Master, officers and/or crew to perform the services required; or

19.1.3 any breach of sub-clause 9.6.5; or

19.1.4 any other cause preventing the full working of the Vessel.

Notwithstanding the aforesaid, if the total loss of time pursuant to this sub-clause 19.1 is less than three hours in any one calendar month, the Vessel shall not be off-hire.

19.2 If the Vessel deviates, unless ordered to do so by Charterers, it shall be off-hire from the commencement of such deviation until the Vessel is again ready to resume its service from a position not less favourable to Charterers than that at which the deviation commenced. For the purposes of this Clause the term deviation shall include stopping, reducing speed, putting back or putting into any port or place other than that to which it is bound under the instructions of Charterers for any reason whatsoever, including for maintenance, dry-docking, taking on stores or fresh water, but shall exclude deviations made to save life or property. Should the Vessel deviate to avoid bad weather or be driven into port or anchorage by stress of weather, the Vessel shall remain on hire and all port costs thereby incurred and bunkers consumed shall be for Charterers' account. Any service given or distance made good by the Vessel while off-hire shall be taken into account in assessing the amount to be deducted from hire.

19.3 Any time during which the Vessel is off-hire under this Charter may be added, at Charterers' option, to the Charter Period. Such option shall be declared in

writing not less than one month before the expected date of redelivery, or promptly if such event occurs less than one month before the expiry of the Charter Period. If Charterers exercise their option to extend the Charter Period pursuant to this Clause, the Charter Period shall be deemed to include such extension and hire shall be payable at the rate(s) which would have been payable but for the relevant off-hire event.

20. LAYING UP

Charterers shall have the option to lay up the Vessel at a place nominated by them and acceptable to Owners. Charterers shall exercise due diligence to ascertain the safety of such place but shall be under no liability in respect thereof except for loss or damage caused by Charterers' failure to exercise due diligence. If Charterers exercise the option to lay up the Vessel then the hire stipulated in PART 1, Section H shall be adjusted to reflect any net increase in expenditure reasonably incurred (including but not limited to costs reasonably incurred in preparing the Vessel for lay up as well as restoring it to the condition in which it was immediately prior to laying up) or net saving which should reasonably be made by Owners as a result of such lay up.

21. STORAGE

Charterers shall have the option of using the Vessel for floating storage but Charterers undertake not to use the Vessel for floating storage in areas where additional premiums for War Risks Insurance are charged by the Vessel's War Risks Insurance underwriters.

22. SUB-LET

Charterers may sub-let the Vessel without prejudice to the respective rights and obligations of either party under this Charter.

23. SUPERNUMERARIES

Charterers may send supernumeraries in the Vessel's available accommodation upon any voyage made under this Charter. In such event Owners shall provide provisions and all requisites, as supplied to officers, except alcohol

24. VESSEL/CARGO INSPECTIONS/BUNKER SURVEYS

Charterers shall be entitled to cause their representative (which term includes any independent surveyor appointed by Charterers) to carry out inspections of the Vessel and/or observe cargo operations and/or ascertain the quantity and quality of the cargo, water and residues on board, including the taking of cargo samples, inspection and copying of the Vessel's logs, documents and records (which shall include but not be limited to the personal notes of the Master, officers or crew relating to the operation of the Vessel, the rough log book and computer generated data) at any loading and/or discharge port. Charterers' representative may also conduct any of the aforementioned operations at or off any other port to which Charterers may require the Master to divert the Vessel at any time after leaving any loading port. Charterers

shall obtain the consent of the owners of any cargo on board at the time before requiring the Vessel to be diverted.

Charterers' representative shall be entitled to survey, and take samples from, any or all of the Vessel's cargo tanks, bunker fuel tanks and non-cargo spaces at any place referred to above.

SPECIAL PROVISIONS

25. CLAUSE PARAMOUNT

Charterers undertake that all bills of lading and waybills issued under this Charter shall contain the following:

"CLAUSE PARAMOUNT

(1) This Bill of Lading shall have effect subject to any national law making the International Convention for the unification of certain rules of law relating to bills of lading signed at Brussels on 25th August 1924 (The Hague Rules) or the Hague Rules as amended by the Protocol signed at Brussels on 23rd February 1968 (The Hague/Visby Rules) compulsorily applicable to this Bill of Lading. If any term of this Bill of Lading be repugnant to that legislation to any extent, such term shall be void to that extent but no further. Neither the Hague Rules nor the Hague/Visby Rules shall apply to this Bill of Lading where the goods carried hereunder consist of live animals or cargo which by this Bill of Lading is stated as being carried on deck and is so carried.

(2) Save where the Hague or Hague/Visby Rules apply by reason of (1) above, this Bill of Lading shall take effect subject to any national law in force at the port of shipment or place of issue of the Bill of Lading making the United Nations Convention on the Carriage of Goods by Sea 1978 (the Hamburg Rules) compulsorily applicable to this Bill of Lading in which case this Bill of Lading shall have effect subject to the Hamburg Rules which shall nullify any stipulation derogating therefrom to the detriment of the shipper or consignee.

(3) Where the Hague, Hague/Visby or Hamburg Rules are not compulsorily applicable to this Bill of Lading, the carrier shall be entitled to the benefits of all privileges, rights and immunities contained in Articles I to VIII of the Hague/Visby Rules.

(4) Nothing in this Bill of Lading shall be construed as in an way restricting, excluding or waiving the right of any relevant party or person to limit his liability under any available legislation and/or law".

26. SALVAGE

The Master is authorised to render assistance to other vessels. All salvage and remuneration for such assistance shall be for Owners' and Charterers' equal benefit after deducting the

Master's and Crew's proportion and all costs, expenses and sacrifices (including but not limited to loss of time, off-hire, hire paid, repairs to the Vessel and bunker fuel consumed). Any non-contractual liability to third parties shall be for Owners' account unless it solely affects the salvage remuneration.

27. ICE

The Vessel shall not be required to enter or remain in any icebound port or area, nor any port or area where lights, lightships, markers or buoys have been or are about to be withdrawn by reason of ice, nor where on account of ice there is, in the Master's sole discretion, a risk that, in the ordinary course of events, the Vessel will not be able safely to enter and remain at the port or area or to depart after completion of loading or discharging. The Vessel shall not be obliged to force ice but, subject to Owners' prior approval, may follow ice-breakers when reasonably required, with due regard to its size, construction and class. If, on account of ice, the Master in his sole discretion considers it unsafe to proceed to, enter or remain at the place of loading or discharging for fear of the Vessel being frozen in and/or damaged, he shall be at liberty to sail to the nearest ice-free place and there await Charterers' instructions.

28. REQUISITION

Should the Vessel be requisitioned by any government, de facto or de jure, during the period of this Charter, the Vessel shall be off-hire during the period of such requisition, and any hire paid by such government and costs incurred in respect of such requisition shall be for Owners' account. The option granted to Charterers in sub-clause 19.3 shall not apply to periods of off-hire pursuant to this Clause 28.

29. OUTBREAK OF WAR

Either party may cancel this Charter on the outbreak of war or hostilities between any two or more of the following countries: the United States of America, the Russian Federation, the United Kingdom, France and the People's Republic of China.

30. WAR RISKS

30.1 For the purpose of this Clause, the words:

30.1.1 "Owners" shall include the shipowners, bareboat charterers, disponent owners, managers or other operators who are charged with the management of the Vessel, and the Master; and

30.1.2 "War Risks" shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or

political group, or the Government of any state whatsoever, which, in the reasonable judgement of the Master and/or Owners, may be dangerous or are likely to be or to become dangerous to the Vessel, its cargo, crew or other persons on board the Vessel.

30.2 The Vessel, unless the written consent of Owners be first obtained, shall not be ordered to or required to continue to or through, any port, place, area or zone (whether of land or sea), or any waterway or canal, where it appears that the Vessel, its cargo, crew or other persons on board the Vessel, in the reasonable judgement of the Master and/or Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any such place as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after its entry into it, the Vessel shall be at liberty to leave it.

30.3 The Vessel shall not be required to load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels or is imposed selectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever, or to proceed to an area where it shall be subject, or is likely to be subject to a belligerent's right of search and/or confiscation.

30.4 Owners may effect war risks insurance in respect of the Hull and Machinery of the Vessel and their other interests (including, but not limited to, loss of earnings and detention, the crew and their Protection and Indemnity Risks), and the premiums and/or calls therefor shall be for their account.

If the Underwriters of such insurance should require payment of premiums and/or calls because, pursuant to Charterers' orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such Underwriters as being subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by Charterers to Owners at the same time as the next payment of hire is due.

30.5 If Owners become liable under the terms of employment to pay the crew any bonus or additional wages in respect of sailing into an area which is dangerous in the manner defined by the said terms, then such bonus or additional wages shall be reimbursed to Owners by Charterers at the same time as the next payment of hire is due.

30.6 The Vessel shall have liberty:

30.6.1 to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation under whose flag the Vessel sails, or other Government to whose laws Owners are subject, or any other Government, body or group

whatsoever acting with the power to compel compliance with their orders or directions;

30.6.2 to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;

30.6.3 to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, the effective orders of any other supranational body which has the right to issue and give the same, and with national laws aimed at enforcing the same to which Owners are subject, and to obey the orders and directions of those who are charged with their enforcement;

30.6.4 to divert and discharge at any other port any cargo or part thereof which may render the Vessel liable to confiscation as a contraband carrier;

30.6.5 to divert and call at any other port to change the crew or any part thereof or other persons on board the Vessel when there is reason to believe that they may be subject to internment, imprisonment or other sanctions.

30.7 If in accordance with their rights under the foregoing provisions of this Clause, Owners refuse to proceed to the loading or discharging ports, or any one or more of them, they shall immediately inform Charterers.

31. GENERAL AVERAGE

General Average shall be adjusted and settled in London in accordance with the York-Antwerp Rules, 1994 or any subsequent modification thereof.

32. NEW JASON

If, notwithstanding Clause 31, General Average is adjusted in accordance with the law and practice of the USA, the following provision shall apply:

"In the event of accident, danger, damage or disaster before or after the commencement of the voyage, resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract or otherwise, the cargo, shippers, consignees or owners of the cargo shall contribute with the carrier in general average to the payment of any sacrifices, losses or expenses of a general average nature that may be made or incurred and shall pay salvage and special charges incurred in respect of the cargo.

If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully as if the said salving ship or ships belonged to strangers. Such deposit as the carrier or his agents may deem sufficient to cover the estimated contribution of the cargo and

any salvage and special charges thereon shall, if required, be made by the cargo, shippers, consignees or owners of the cargo to the carrier before delivery".

33. BOTH-TO-BLAME COLLISION

If the liability for any collision in which the Vessel is involved while performing this Charter falls to be determined in accordance with the laws of the USA, or the laws of any State which applies laws similar to those applied in the USA in the circumstances envisaged by this Clause 33, the following provision shall apply:

"If the Vessel comes into collision with another vessel as a result of the negligence of the other vessel and any act, neglect or default of the Master, mariner, pilot or the servants of the carrier in the navigation or in the management of the Vessel, the owners of the goods carried hereunder will indemnify the carrier against all loss or liability to the other or non-carrying vessel or its owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non-carrying vessel or its owners to the owners of said goods and set off, recouped or recovered by the other or non-carrying vessel or its owners as part of their claim against the carrying vessel or carrier.

The foregoing provisions shall also apply where the owner, operators or those in charge of any vessel or vessels or objects other than, or in addition to, the colliding vessels or objects are at fault in respect of collision or contact."

Whilst Charterers shall procure that all bills of lading and waybills issued under this Charter shall contain a provision in the foregoing terms, to be applicable where the liability for any collision in which the Vessel is involved falls to be determined under the preamble of this Clause 33, Charterers neither warrant nor undertake that such provision shall be effective. In the event that such provision proves ineffective Charterers shall, notwithstanding anything to the contrary herein provided, not be obliged to indemnify Owners.

34. OIL POLLUTION PREVENTION

34.1 Owners undertake that the Vessel is a tanker owned by a member of the International Tanker Owners' Pollution Federation Limited and will so remain throughout the period of this Charter.

34.2 When an escape or discharge of Oil occurs from the Vessel and causes or threatens to cause Pollution Damage, or when there is the threat of an escape or discharge of Oil (i.e., a grave and imminent danger of the escape or discharge of Oil which, if it occurred, would create a serious danger of Pollution Damage, whether or not an escape or discharge in fact subsequently occurs), then upon notice to Owners or Master, Charterers shall have the right (but shall not be obliged) to place on board the Vessel and/or have in attendance at the incident one or more Charterers' representatives to observe the measures being taken by Owners and/or national or local authorities or their respective servants, agents or contractors to prevent or minimise Pollution Damage and to

provide advice, equipment or manpower or undertake such other measures, at Charterers' risk and expense, as are permitted under applicable law and as Charterers believe are reasonably necessary to prevent or minimise such Pollution Damage or to remove the threat of an escape or discharge of Oil.

34.3 The provisions of this Clause 34 shall be without prejudice to any other rights and/or duties of Charterers or Owners whether arising under this Charter or under applicable law or under any International Convention.

34.4 In this Clause the terms "Oil" and "Pollution Damage" shall have the same meaning as that defined in the Civil Liability Convention 1969 or any Protocol thereto.

35. EXCEPTIONS

35.1 The provisions of Article III (other than Rule 8 thereof), IV, IV bis, VII and VIII of the Schedule to the Carriage of Goods by Sea Act 1971 of the United Kingdom shall apply to this Charter and shall be deemed to be inserted in extenso herein. This Charter shall be deemed to be a contract for the carriage of goods by sea to which the said Articles apply, and no regard shall be had to Article I of the said Schedule. However, nothing in this Clause shall be deemed to modify, limit or exclude the parties' rights and obligations as set out in Clauses 1, 9, 10, 11, 18 and 19 hereof.

35.2 Where a claim for indemnity is brought under this Charter, the defending party shall be entitled to rely on all defences and limitations, whether founded on contract, tort, legislation or convention, that the claimant could have relied on in the principal action or in relation to the principal claim.

35.3 Notwithstanding the aforesaid:

35.3.1 Where a claim for indemnity relating to a claim pursued by a third party is brought under this Charter, such claim shall be extinguished unless suit is commenced within twelve (12) months of the principal claim being settled by the parties thereto or determined by the final, unappealable judgment of a competent court.

35.3.2 All other claims shall be subject to the statutory limitation period.

36. LAW

The construction, validity and performance of this Charter shall be governed by English Law. The High Court in London shall have exclusive jurisdiction over any dispute which may arise out of this Charter.

Notwithstanding the aforesaid, the parties may jointly elect to have any such dispute referred to arbitration in London pursuant to the Arbitration Act 1996 or any modification or re-

enactment thereof for the time being in force and under the Terms of the London Maritime Arbitrators' Association before a tribunal consisting of three arbitrators.

IN WITNESS WHEREOF that parties have caused this Charter to be executed as of the date first above written for and on behalf of

GRANADA SPIRIT L.L.C.

BY: TEEKAY LNG OPERATING L.L.C., ITS SOLE MEMBER
OWNERS

for and on behalf of

TEEKAY CHARTERING LIMITED
CHARTERERS

BETWEEN           TEEKAY SHIPPING CORPORATION, a Marshall Islands company having
                  an office at Bayside Executive Park, TK House, West Bay Street
                  & Blake Road, Nassau, The Bahamas ("Teekay Shipping");

AND               TEEKAY LNG PARTNERS L.P. , a Marshall Islands limited
                  partnership having an office at Bayside Executive Park, TK
                  House, West Bay Street & Blake Road, Nassau, The Bahamas
                  ("Teekay LNG").

WHEREAS           Teekay Shipping owns all of the common shares of Teekay
                  Nakilat Holdings Corporation;

AND               Teekay Nakilat Holding Corporation owns 100% of Teekay Nakilat
                  Corporation, which in turn owns three subsidiaries (the
                  "RasGas II Subsidiaries"), each of which has contracted to
                  build a liquefied natural gas carrier that is subject to a
                  time charter to Ras Laffan Natural Gas Co. Limited;

AND               Qatar Gas Transport Company Ltd. has three options to purchase
                  up to an aggregate 30% interest in the RasGas II vessels
                  through ownership in either Teekay Nakilat Corporation or its
                  subsidiaries;

AND               Teekay LNG wishes to purchase from Teekay Shipping, and Teekay
                  Shipping wishes to sell to Teekay LNG, all of the common
                  shares of Teekay Nakilat Holdings Corporation.

SO, the parties agree as follows:

1. INTERPERTATION

1.1 In this Agreement,

(a) "Agreement" means this Nakilat Share Purchase Agreement;

(b) "Delivered Cost" means the amount determined under Paragraph 2.2;

(c) "Parties" means Teekay Shipping and Teekay LNG collectively, and "Party" means either of them;

(d) "Price" means the amount determined in accordance with Section 2;

(e) "Shares" means all of the common shares of Teekay Nakilat Holdings Corporation; and

(f) "Teekay Nakilat Group" means Teekay Nakilat Holdings Corporation and its subsidiaries.

1.2 HEADINGS. Headings contained in this Agreement are included solely for convenience, are not intended to be full or accurate descriptions of the content of any Section or Paragraph

and shall not be considered to be part of this Agreement.

2. PURCHASE AND SALE OF SHARES

2.1 Teekay Shipping shall sell and transfer to Teekay LNG, and Teekay LNG shall purchase and receive from Teekay Shipping, the Shares.

2.2 The Price for the Shares shall be determined by the following formula:

PRICE = DC - X

where:

"X" is the amount of any cash or other consideration received by Teekay Nakilat Group from Qatar Gas Transport Company Ltd. or its assignee or another party for an interest in any member of the Teekay Nakilat Group or the RasGas II vessels; and

"DC " is the Delivered Cost of the three RasGas II vessels, determined as follows:

DELIVERED COST = BUILD + CLOSE + FIN + MODS + SPARES + START-UP + SUPER -
DEBT

where:

"Build" is the shipyard contract price for the construction and delivery of all three vessels;

"Close" are the closing costs associated with the financing of the vessels;

"Fin" is the of cost of capitalized interest on all payments made to the shipyard relating to the contract price of the ship. Interest will be capitalized at a rate of 8.5% per annum.

"Mods" is the cost of customer requested modifications made to the vessels during construction;

"Spares" is the cost of depot spares that are purchased by the Teekay Nakilat Group during construction;

"Start-Up" is the cost incurred by the Teekay Nakilat Group in connection with the start-up of the vessels, including crew training, crew supplies and flag registration;

"Super" is the cost incurred by the Teekay Nakilat Group in supervising the construction of the vessels; and

"Debt" is the bank debt or liabilities associated with the construction, financing, and delivery of the vessels.

2.3 Teekay LNG shall pay Teekay Shipping the Price in two installments as follows:

(a) at the date of delivery of the first RasGas II vessel, 90% (ninety percent) of Teekay Shipping's conservative estimate of the Delivered Cost of the RasGas II vessels; and

(b) no later than 90 (ninety) days following the date of delivery of the third RasGas II vessel, the remainder of the Price.

2.4 Teekay LNG shall pay the Price in one of the following modes, as determined by Teekay Shipping with no less than 90 (ninety) days' written notice to Teekay LNG:

(a) in United States Dollars by negotiable certified cheque, solicitors trust cheque, or by wire transfer of immediately available funds;

(b) subject to security-holder approval, if required, in accordance with the listing standards of the New York Stock Exchange, in units of Teekay LNG valued at the lower of:

(1) the average closing price during the 10 (ten) day trading period immediately prior to the date of payment; and

(2) the price per unit to the public in any offering made by Teekay LNG to finance the purchase within the 90 (ninety) day period immediately prior to the date of delivery of the first RasGas II vessel to be delivered;

(c) a combination of (a) and (b); or

(d) such other consideration as agreed by the parties with the concurrence of the Conflicts Committee of the Board of Directors of Teekay GP L.L.C.; or

2.5 Promptly following receipt of the initial installment of the Price, Teekay Shipping shall deliver to Teekay LNG the documents of title for the Shares.

3. REPRESENTATIONS OF TEEKAY SHIPPING

3.1 Teekay Shipping makes the following representations to Teekay LNG, and acknowledges that Teekay LNG is relying on these representations in entering into this Agreement:

(a) ORGANIZATION AND GOOD STANDING. Teekay Shipping is a corporation duly incorporated, organized and validly existing in good standing under the laws of the Marshall Islands;

(b) DUE AUTHORIZATION, ETC. Teekay Shipping has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder; and the execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of Teekay Shipping.

(c) NO IMPEDIMENTS. To the best knowledge of Teekay Shipping after making such diligent inquiry as may be reasonable under the circumstances, Teekay Shipping has no knowledge of any impediment that might impact the transfer of the Shares to Teekay LNG.

(d) TITLE TO SHARES. Teekay Shipping is, and Teekay LNG shall become, on receipt of the Shares, the absolute beneficial owner of the Shares, with good and marketable title to the Shares, free and clear of any title defects, mortgages, pledges, hypothecs, security interests, deemed trusts, liens, charges, encumbrances or rights or claims of others of any kind whatsoever.

(e) OWNERSHIP OF SUBSIDIARIES. Teekay Nakilat Holding Corporation owns 100% (one hundred percent) of Teekay Nakilat Corporation, which in turn owns 100% (one hundred percent) of each of the RasGas II Subsidiaries.

(f) CONTRACTS. Each of the RasGas II Subsidiaries has contracted to build a liquefied natural gas carrier that is subject to a time charter to Ras Laffan Natural Gas Co. Limited.

(g) NO OTHER ACTIVITIES. None of the RasGas II Subsidiaries owns any assets, is subject to any liabilities, or is engaged in any business activities, unrelated to the RasGas II vessels.

4. REPRESENTATIONS OF TEEKAY LNG

4.1 Teekay LNG makes the following representations to Teekay Shipping, and acknowledges that Teekay Shipping is relying on these representations in entering into this Agreement:

(a) ORGANIZATION AND GOOD STANDING. Teekay LNG is a limited partnership duly formed, organized and validly existing in good standing under the laws of the Marshall Islands;

(b) DUE AUTHORIZATION, ETC. Teekay LNG has all necessary power, authority and capacity to enter into this Agreement and to perform its obligations hereunder; and the execution and delivery of this Agreement has been duly authorized by all necessary action on the part of Teekay LNG.

(c) NO IMPEDIMENTS. To the best knowledge of Teekay LNG after making such diligent inquiry as may be reasonable under the circumstances, Teekay LNG has no knowledge of any impediment that might impact payment to Teekay Shipping for the Shares.

5. NO COMMISSION

5.1 Each Party represents to the other Party that no individual, partnership, or corporation is entitled to a brokerage commission, finder's fee or other like payment in connection with the purchase and sale of the Shares.

6. NOTICES

6.1 Any notice, direction or other instrument required or permitted to be given by either party under this Agreement shall be in writing and shall be sufficiently given if delivered personally, sent by prepaid first class mail or transmitted by facsimile or other form of electronic communication during the transmission of which no indication of failure of receipt is communicated to the sender:

(a) in the case of a notice to Teekay Shipping Corporation at:

TK House, Bayside Executive Park, West Bay Street & Blake Road, Nassau, The Bahamas.

(b) in the case of a notice to Teekay LNG Partners L.P. at:

TK House, Bayside Executive Park,

West Bay Street & Blake Road, Nassau, The Bahamas.

7. GENERAL

7.1 EXPENSES. Except as otherwise agreed in writing by the parties, costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Agreement and the transaction contemplated under this Agreement shall be paid by the Party incurring such expenses.

7.2 ASSIGNMENT/SUCCESSORS AND ASSIGNS. Neither this Agreement nor any rights or obligations under this Agreement shall be assignable by either Party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Subject to that condition, this Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, successors (including any successor by reason of amalgamation of any Party) and permitted assigns.

7.3 WAIVER; AMENDMENT. The failure of either Party to enforce any term of this Agreement shall not act as a waiver. Any waiver or amendment of this Agreement must be specifically stated as such in writing and, in the case of Teekay LNG, approved by the conflicts committee of the board of directors of Teekay GP L.L.C. if such waiver or amendment materially adversely affects Teekay LNG.

7.4 FURTHER ASSURANCES. Each Party agrees that upon the written request of any other Party, it will do all such acts and execute all such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of all such acts and will cause the execution of all such further documents as are within its power to cause the doing or execution of, as the other Party may from time to time reasonably request be done and executed as may be required to consummate the transactions contemplated under this Agreement, or as may be necessary or desirable to effect the purpose of this Agreement or any document, agreement or instrument delivered under this Agreement and to carry out their provisions or to better or more properly or fully evidence or give effect to the transactions contemplated under this Agreement.

7.5 PUBLIC NOTICES. All notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated by Teekay Shipping and Teekay LNG and no Party shall act unilaterally in this regard without the prior approval of the other Party (such approval not to be unreasonably delayed or withheld), except where required to do so by law or by the applicable regulations or policies of any regulatory agency of competent jurisdiction or any stock exchange.

7.6 COUNTERPARTS. This Agreement may be executed by the Parties in separate counterparts each of which when so executed and delivered shall be an original, and all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT UNDER AUTHORITY OF THEIR RESPECTIVE BOARDS OF DIRECTORS.

Signed by

for and on behalf of TEEKAY SHIPPING CORPORATION

Signed by

for and on behalf of TEEKAY LNG PARTNERS L.P.

EXHIBIT 10.11

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SYNDICATED LOAN AGREEMENT

IN A MAXIMUM AMOUNT OF 154,000,000 EUROS (PTAS. 25,623,444,000)

BETWEEN

NAVIERA F. TAPIAS GAS III, S.A.

AND

CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA
CAJA DE AHORROS Y PENSIONES DE BARCELONA
CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID
INSTITUTO DE CREDITO OFICIAL

AGENT

CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA

CO-AGENT

CAJA DE AHORROS Y PENSIONES DE BARCELONA

GOMEZ-ACEBO & POMBO, MADRID OCTOBER 2000

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INDEX

Clause One.- Definitions

Clause Two.- Granting of Loan, Purpose and Duration

Clause Three.- Distribution

Clause Four.- Drawdown of Funds

Clause Five.- Commissions

Clause Six.- Rights and Obligations of the LENDERS

Clause Seven.- Evidence and Calculations

Clause Eight.- Interest Periods

Clause Nine.- Ordinary Rate of Interest

Clause Ten.- Replacement Rate of Interest

Clause Eleven.- Communication and Acceptance of Rate of Interest Applicable

Clause Twelve.- Interest Accrual and Settlement

Clause Thirteen.- Delay Interests

Clause Fourteen.- Normal Amortisation of Loan

Clause Fifteen.- Early Amortisation of Loan

Clause Sixteen.- Payments by the BORROWER

Clause Seventeen.- Allocation of Payments and Compensation

Clause Eighteen.- Declarations and Guarantees

Clause Nineteen.- Obligations of the BORROWER and the GUARANTOR

Clause Twenty.- Treasury Management and Distribution

Clause Twenty-one.- Early Maturity

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Clause Twenty-two.- Agent

Clause Twenty-three.- Assignments

Clause Twenty-four.- Force Majeure and Variation in Circumstances

Clause Twenty-five.- Communications and Notifications between the Parties

Clause Twenty-six.- Guarantees

Clause Twenty-seven.- Expenses

Clause Twenty-eight.- European Single Currency

Clause Twenty-nine.- Fiscal Regime

Clause Thirty.- Governing Law and Jurisdiction

Clause Thirty-one.- Mercantile Policy

Schedule I.- Basic Case

Schedule II. Certificate of Handover of Funds

Schedule II.- Amortisation Chart for Tranche A

Schedule IV.- Addresses and particulars for notifications

Schedule V. Model Pledge of Shares

Schedule VI.- Model Pledge of Rights deriving from Time-Charter

Schedule VII.- Model Pledge of Refund Guarantee

Schedule VIII.- Model Pledge of Current Accounts

Schedule IX.- Model Pledge of Rights deriving from the Construction Contract

Schedule X.- Model Guarantee of NAVIERA F. TAPIAS, S.A.

Schedule XI.- Model Vessel Mortgage

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Schedule XII.- Model Pledge of Rights deriving from Insurance Contracts.

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[5/186] In Madrid, on 2 October 2000.

With the mediation of Chartered Commerce Broker Mr. Jose Enrique Cachon Blanco.

PARTIES

Of the one part,

Mr. Andres Luna Abella, of legal age, with National Identity Document no. 5.212.376-R and an address in Madrid, calle Chapineria 5, who acts in the name and on behalf of NAVIERA F. TAPIAS GAS III, S.A. (hereinafter the "BORROWER"), with registered offices at C/ Musgo no. 5, 28023 Madrid and BIN A-82715756, as Sole Administrator of that company, by virtue of a deed executed before Madrid Notary Mr. Francisco Echavarri Lomo on 6 July 2000, with number 1.791 of his protocol.

Of the other,

Mr. Andres Luna Abella, of legal age, with National Identity Document no. 5.212.376-R and an address in Madrid, calle Chapineria 5, who acts in the name and on behalf of NAVIERA F. TAPIAS, S.A. (hereinafter "TAPIAS" or the "GUARANTOR"), with registered offices at C/ Musgo no. 5, 28023 Madrid and BIN A-78553153, as accredited with the power granted before Madrid Notary Mr. Francisco Echavarri Lomo on 11 July 2000, with number 1.847 of his protocol.

And of the other,

Ms. M(a) Victoria Vazquez Sacristan, of legal age, with National Identity Document no. 05242959-V, acting in the name and on behalf of CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA ("CAIXANOVA"), with registered offices in Pontevedra, Avda. Garcia Barbon, 1 - 3 and B.I.N. G-36600369, as accredited with the power granted before Vigo Notary Mr. Jose Pineiro Prieto on 3 January 2000, with number 1 of his protocol.

Mr. Juan Plana Garcia, with National Identity Document no. 37.763.874-J and Mr. Juan-Gualberto Orduna Ponti, with National Identity Document no. 46.214.512-Z, acting in the name and on behalf of CAIXA D'ESTALVIS I PENSIONS DE BARCELONA, with registered offices at Avda. Diagonal 621-629, 08028 Barcelona, and B.I.N. G-58899998, hereinafter LA CAIXA, in the exercise of the authorities they were granted by virtue of Deeds of power authorised by Barcelona Notary Mr. Tomas Gimenez Duart on 7 October 1999 and 28 January 2000, with numbers 4.986 and 390 of his protocol, respectively.

Mr. Jose Antonio Frej Jimenez, of legal age, with National Identity Document no. 25.145.437-C, and Mr. Victor Manuel Roman Garcia, of legal age, with National Identity Document no. 11.811.154-X, acting in the name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID"), with registered offices at Plaza del Celenque no. 2, Madrid, and B.I.N. G-28029007, in the exercise of the authorities they were granted by virtue of Deeds of power authorised by Madrid Notary Mr. Gerardo

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Munoz de Dios on 11 January 2000 and 30 December 1996, with numbers 136 and 8.105 of his protocol, respectively.

Ms. Rosario Castro Echeverri, of legal age, with National Identity Document no. 12.366.526, acting in the name and on behalf of INSTITUTO DE CREDITO OFICIAL ("ICO"), with registered offices at Paseo del Prado 4, and B.I.N. Q-28-76002C, as accredited with the power granted before Madrid Notary Mr. Pedro Jose Bartolome Fuentes on 3 June 1999, with number 2.272 of his protocol.

(hereinafter, each of the aforementioned entities shall be denominated the "LENDER" and, jointly, the "LENDERS")

Mr. Luis Sanchez-Guerra Roig also acts in the name and on behalf of AHORRO CORPORACION FINANCIERA, S.V.B., S.A., exclusively as Manager, with registered offices in Madrid, Paseo de la Castellana 89-10th floor, and BIN A-79202628. He acts by virtue of a power of representation granted on 20 January 1995 before Madrid Notary Mr. Francisco Javier Die Lamana with number 137 of his protocol.

All of which shall hereinafter be jointly denominated the "PARTIES".

RECITALS

I. Whereas the BORROWER is a Company whose business purpose consists in shipping business. Its share capital is (euro) 6,000.134, divided into 99,670 shares, fully subscribed and 50% of which is paid-up. Its shareholders, along with their holdings, are:

NAVIERA F. TAPIAS, S.A.: 99,669 shares

Mr. Fernando Fernandez Tapias: 1 share

II. Whereas the BORROWER has approached the LENDERS to apply for a loan in a maximum amount of 154,000,000 (one hundred and fifty-four million) euros (equivalent to Ptas. 25,623,444,000) in order to transfer funds to a structure designed to finance the construction of a liquated gas tanker with a volume of approximately 138,000 cubic metres, to be built by Astilleros de Sestao, S.R.L.

III. Whereas the BORROWER has entered into a Time-Charter Agreement with REPSOL YPF, S.A., dated 31 July 2000, with an initial duration of twenty years, renewable for two successive periods of 5 years each. The Time-Charter Agreement was one of the decisive elements for the LENDERS to grant this financing.

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IV. Whereas, granting the application of the BORROWER, the LENDERS, as a group, and each LENDER, individually, have agreed to grant the Loan in the individualised amounts, which comprise the total, to be described hereinbelow.

V. Whereas for the purpose of this Loan operation, the said LENDERS have appointed CAIXANOVA as AGENT and LA CAIXA as CO-AGENT, and they therefore participate in this Agreement in their dual status as LENDER and AGENT and CO-AGENT, respectively, thereof.

VI. Accordingly, the LENDERS and the BORROWER, by mutual consent, have agreed to formalise this Loan which shall be governed by the following

CLAUSES

ONE.- DEFINITIONS

In this Agreement, the following terms shall have the meaning given in each case:

- "AGENT": CAIXANOVA

- "TECHNICAL ADVISER": Lloyd's Register of Shipping

- "INSURANCE ADVISER": The entity designated by the LENDERS, entrusted with the supervision of insurance in relation to the Vessel.

- "SHIPYARD": Astilleros de Sestao, S.R.L.

- "VESSEL": The liquated natural gas (LNG) tanker, Builders Hull no. 319, with a volume of approximately 138,000 cubic metres, the principal characteristics of which are shown in article 1 of the Construction Agreement.

- "CAPEX ELEMENT": That part of the Charter defined as such in the Time-Charter Agreement.

- "CASH FLOW": At any time and in respect of any period, an amount equal to Exploitation Income collected minus Exploitation Expenses paid, minus taxes paid plus/minus variation in working capital and before financial results.

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- "BASIC CASE": The financial model attached hereto as Schedule I. That Basic Case may be amended at the time the IRS Agreements are concluded, in which event the Basic Case shall be attached hereto as a new Schedule I and all references made to the Basic Case shall be understood as made to the new Basic Case attached.

- "CO-AGENT": LA CAIXA

- "CONSTRUCTION AGREEMENT": The agreement entered into between the Shipyard and the BORROWER on 31 July 2000, as well as agreements that complement or amend that agreement.

- "IRS AGREEMENTS": The agreement or agreements to be entered into between the BORROWER and the Managers or any of these before 31 October 2000, whereby

(i) during the Drawdown Period, the BORROWER shall furnish its counterpart in those agreements the fixed amount corresponding to interests accrued and capitalised at the fixed rate at the time of conclusion of those agreements during the entire Drawdown Period based on the structure of drawdowns and, in exchange, shall receive the amount of interests accrued and capitalised during the same period based on one-month EURIBOR plus 0.70%, to be settled on the basis of differences at the end of the Drawdown Period;

(ii) during the Amortisation Period, the BORROWER shall furnish its counterpart in those agreements the fixed monthly amount corresponding to interests accrued at the fixed rate at the time of conclusion of those agreements during the entire Amortisation Period based on the structure of amortisations and, in exchange, shall receive the amount of interests accrued based on one-month EURIBOR plus 1.10% (for Tranche A) and based on one-month EURIBOR plus 1.30% (for Tranche B), to be settled in both cases on the basis of differences on each of the Interest Settlement Dates.

- "MANAGEMENT AGREEMENT": The agreement for supervision of the Construction process entered into between the BORROWER and NAVIERA F. TAPIAS, S.A., which shall be signed within the fifteen (15) days following execution of this Agreement.

- "TIME-CHARTER AGREEMENT": The time-charter Vessel exploitation agreement entered into on 31 July 2000 between the BORROWER and Repsol YPF, S.A. (in whose position Gas Natural SDG, S.A. has been subrogated) and the obligations corresponding to the BORROWER thereunder are guaranteed by NAVIERA F. TAPIAS, S.A.

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- "INCOME ACCOUNT": The account referred to in Clause TWENTY into which loan drawdowns will be deposited, as well as all amounts deriving from the Time-Charter Agreement and other income that is not intended for another specific account.

- "MAINTENANCE AND REPAIRS ACCOUNT": The account referred to in Clause TWENTY into which the amount agreed annually for this purpose between the BORROWER and the LENDERS (advised by the Technical Adviser) shall be deposited.

- "RESERVE ACCOUNT": The account referred to in Clause TWENTY into which the minimum amounts established in the Basic Case shall be deposited.

- "INSURANCE ACCOUNT": The account referred to in Clause TWENTY into which the amount agreed annually for this purpose between the BORROWER and the LENDERS (advised by the Technical Adviser) shall be deposited.

- "DRY DOCK ACCOUNT": The account referred to in Clause TWENTY into which the amount agreed annually for this purpose between the BORROWER and the LENDERS (advised by the Technical Adviser) shall be deposited.

- "SHORT AND LONG TERM FINANCIAL DEBT": The quantitative sum of the various items that can be integrated in the total of heading (D) Long Term Creditors and heading (E) Short Term Creditors in groups I, II, III of the standard model Balance Sheet regulated in the General Accounting Chart approved by RD 1643/1990, of 20 December, or its sectorial adaptation, as the case may be.

- "LIVE DEBT": All amounts outstanding for any item by the BORROWER on a determined date, in accordance with the provisions of this Agreement.

- "CALENDAR DAY": All days in the Gregorian calendar. In the event of periods shown in days, these shall be understood to be calendar days at all times.

- "BUSINESS DAYS": For the purpose of calculation of interests, a business day according to the TARGET calendar and, for all other purposes, any business day for banking purposes in Madrid and, for the purpose of this Agreement, it is expressly understood that Saturday is not a business day.

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- "REPSOL ADDITIONAL UNDERTAKINGS DOCUMENT": The document dated 31 July 2000, whereby REPSOL YPF, S.A./GAS NATURAL SDG, S.A. assume determined additional undertakings in relation to the Time-Charter Agreement vis-a-vis the LENDERS.

- "FINANCIAL DOCUMENTS": This agreement and any other agreement or document granted to secure the obligations of the BORROWER pursuant to this loan, as well as the IRS Agreements.

- "NET DEBT": The quantitative difference on a determined date in respect of 31/07/2000 of amounts outstanding by virtue of the following items:
loan, credit, discount agreements, overdrafts in current accounts, securities issues, financial leasing agreements with or without a purchase option, liability for the purchase of assets with a deferred price, as well as subordinate and participative loans or credits.

- "MANAGERS": CAIXANOVA, LA CAIXA, AHORRO CORPORACION FINANCIERO, S.V.B., S.A., CAJA MADRID and ICO.

- "AMORTISATION DATE": Each of the dates on which the BORROWER is obliged to amortise the Loan in accordance with Clause FOURTEEN.

- "RATIO CALCULATION DATE": 15 February and 15 August of each year while the Financial Documents are in force, the first of which shall be 15 February 2004.

- "INTEREST SETTLEMENT DATES": A day on which interest accrued shall be accountable, in accordance with Clause TWELVE.

- "EARLY AMORTISATION DATE": That indicated as such in accordance with the provisions of Clause TWENTY-ONE.

- "FINAL MATURITY DATE": The date indicated in Clause Two.

- "CHARTER": The amounts accrued pursuant to the Time-Charter Agreement, consisting in the sum of the Capex Element and the Opex Element.

- "EQUITY": The quantitative sum of the various items that can be included under Heading (A) of the Liabilities side of the standard Balance Sheet regulated by the General Accounting Chart approved by RD 1643/1990, of 20 December, or its adaptation to the naval sector, as the case may be.

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- "EXPLOITATION EXPENSES": Expenses in relation to personnel, maintenance, management, administration, insurance and dry dock fees.

- "TOTAL AMOUNT": The amount shown in point one of Clause TWO of this Agreement.

- "INCOME FROM EXPLOITATION": That obtained from the Time-Charter Agreement and from payments received from insurance companies.

- "MONTH": The period between a determined day and the day with the same numeral of the following month, unless that month has no day with that numeral, in which case it shall end on the last day of that month.

- "OPEX ELEMENT": That part of the Charter defined as such in the Time-Charter Agreement.

- "PARTICIPATION": In relation to each of the LENDERS, the amount with which each of these participates in this Agreement.

- "INTEREST PERIODS": The time periods into which the life of the Loan is divided for the purpose of accrual and settlement of interests.

- "AMORTISATION PERIOD": The period of time between the end of the Drawdown period and the Final Maturity Date.

- "DRAWDOWN PERIOD": the period of time between signature of this Agreement and (i) 15 August 2003, or (ii) the end of the Construction, should this occur first.

- "CONSTRUCTION PERIOD": The period of time between the date of effect of the Construction Agreement and delivery of the Vessel.

- "PRINCIPAL": The amount given to the BORROWER, by drawdown of the Loan, minus, as the case may be, amounts amortised, in anticipation or otherwise, in accordance with the provisions of this Agreement.

- "FORTNIGHT": The time between a day of a determined week and the following day with the same denomination in the second consecutive week in the calendar, both inclusive.

- "ANNUAL DEBT SERVICE COVERAGE RATIO": The ratio between (i) Cash Flow before financial expenses accrued during the last 12-month period and (ii) the Annual Debt Service in the same period.

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- "DEBT RATIO": The ratio between the Short and Long Term Financial Debt and Equity.

- "REFUND GUARANTEE": The guarantees granted by one or several entities acceptable to the LENDERS in an amount equivalent to each of the drawdowns of this Loan to secure repayment of the amounts given to the Shipyard in those events in which that refund is to be made, in accordance with the Construction Agreement. Those guarantees may be granted either in the form of bonds or in the form of frozen and pledged deposits.

- "WEEK": The time between a day of a determined week and the following day with the same denomination in the first consecutive week in the calendar, both inclusive.

- "ANNUAL DEBT SERVICE": At all times, the annual amortisation quota established in Clause FOURTEEN, plus annual interests calculated on the live capital of this Agreement.

- "TRANCHE A": The tranche in a maximum amount of 123,000,000 (one hundred and twenty-three million) euros into which the Loan shall be divided at the end of the Drawdown Period.

- "TRANCHE B": The tranche in a maximum amount of 31,000,000 (thirty-one million) euros into which the Loan shall be divided at the end of the Drawdown Period.

TWO.- GRANTING OF THE LOAN, PURPOSE AND DURATION

By virtue of this Agreement, the LENDERS grant, and the BORROWER accepts, a Commercial Loan (hereafter "the Loan") which the latter shall undertake to dispose of in its entirety, to repay the amount provided and to pay interests, commissions and expenses in accordance with the terms of this Agreement.

1.- The Total Amount of this Loan is 154,000,000 (one hundred and fifty-four million) euros, which shall be divided into two tranches at the end of the Drawdown Period.

The amount of Tranche A is up to 123,000,000 (one hundred and twenty-three million) euros. The amount of Tranche B is up to 31,000,000 (thirty-one million) euros.

Those amounts include interests accrued and capitalised during the Drawdown Period and, accordingly, the maximum amount of Drawdowns during that period shall not exceed 138,800,000 (one hundred and thirty-eight million eight hundred thousand) euros.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[13/186]

2.- The Total Amount of the Loan shall be applied to finance the construction of the Vessel, shipowner's expenses, interests capitalised during construction, opening commission and other expenses.

No LENDER, and not even the AGENT, shall assume the obligation to control that the BORROWER applies the Loan to the purpose agreed; nevertheless, the Agent shall be entitled to request all information that may be reasonably deemed advisable.

Alteration of the application of the Loan shall represent default on an essential condition of the Agreement and may represent a cause for maturity of the Loan, at the discretion of the LENDERS.

3.- The Loan shall have a duration until 31 August 2023. Accordingly, 31 August 2023 shall be the final maturity date of this Agreement (hereinafter "Final Maturity Date"), on which the BORROWER shall pay the LENDERS all amounts outstanding at that time in respect of Principal, commissions, interests or any other item, by virtue of this Agreement, unless Early Amortisation is made in accordance with the provisions of Clause FIFTEEN and without prejudice to the amortisation calendar established in Clause FOURTEEN.

                 TOTAL PARTICIPATION        TOTAL              TOTAL         PARTICIPATION    PARTICIPATION
                    IN DRAWDOWNS        PARTICIPATION          AMOUNT           TRANCHE A       TRANCHE B
LENDERS                (EUROS)               (%)                             (%)              (%)
Caixa Nova            55,520,000             40%             61,600,000         44.4800%           22.222%
La Caixa              27,760,000             20%             30,800,000         22.2400%          11.1110%
Caja Madrid           27,760,000             20%             30.800,000         22.2400%          11.1110%
ICO                   27,760,000             20%             30,800,000         11.0400%          55.5560%
TOTAL                138,800,000            100%            154,000,000             100%              100%

During the Drawdown Period, each Drawdown shall be made pro rata to the Total Participation of the Lenders in this Loan.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[14/186]

FOUR.- DRAWDOWN OF FUNDS

1.- (A) Conditions necessary for the first drawdown.

It shall be a necessary condition for the BORROWER to make the first Drawdown of the Loan that the following documents are in the possession of the AGENT and to its satisfaction:

(i) Certificate of the resolution adopted by the Board of Directors or competent body of the BORROWER and of the GUARANTOR, authorising signature of this Agreement and granting power to one or several representatives thereof for signature and drawdown.

(ii) Copies of the deed of incorporation and articles of association in force of the BORROWER and of the GUARANTOR, duly registered in the Companies Register.

(iii) Duly signed copies of (i) the Vessel Construction Agreement, (ii) the Time-Charter Agreement, and (iii) the Repsol Additional Undertakings Document, all in conditions acceptable to the AGENT.

(iv) Refund Guarantee duly assigned to the LENDERS and in terms acceptable thereto, in an amount equivalent to the first drawdown and which shall similarly guarantee the pertinent interests.

(v) Valid constitution of the guarantees established to secure this Agreement and, in particular, those referred to in clause TWENTY-SIX.

(B) Conditions necessary for the second and successive drawdowns.

It shall be a necessary condition for the BORROWER to make the second and successive Drawdowns of the Loan that the following documents are in the possession of the AGENT and to its satisfaction:

(i) Refund Guarantee or other satisfactory guarantee in an amount equivalent to each respective drawdown and which shall similarly guarantee the pertinent interests, and

(ii) Execution of the Management Agreement in conditions acceptable to the AGENT.

Similarly, the following shall be necessary common conditions for the first and successive drawdowns of the Loan by the BORROWER:

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[15/186]

- That the Declarations and Guarantees granted by the BORROWER in this agreement are fully in force.

- That no cause for Early Maturity or circumstance that could lead thereto arises when Drawdown is made.

2.- The BORROWER shall dispose of the Total Amount of the Loan by successive drawdowns, in accordance with the following calendar:

  DATE            AMOUNT (EUROS)
 2/10/00           21,879,000
15/04/01           21,879,000
15/08/01           21,879,000
15/08/02           21,879,000
15/08/03           51,284,000

In the event that the date on which the last drawdown is to be made does not coincide with the Date of Delivery of the Vessel, the BORROWER shall be obliged, in all events, to dispose of the amount corresponding to that drawdown although the amount of 5,950,000 euros shall be frozen as a minimum unavailable balance in the Income Account and that amount shall only be disposed of on the date on which the Vessel is actually delivered.

Failure by the BORROWER to draw down the Total Amount of the Loan pursuant to the above calendar and in the amounts indicated shall determine the obligation to pay costs associated, as the case may be, with amendment or termination of the IRS Agreements and other financial costs in which the LENDERS may incur in relation thereto, without prejudice to payment of the Availability Commission mentioned in Clause FIVE.

The application for drawdown shall be made by telex or telefax and a subsequent letter of confirmation signed by the person or persons granted sufficient authority from the BORROWER and shall be received by the AGENT no later than 10.00 (ten) a.m. on the third Business Day prior to the drawdown date, indicating the exact amount of the drawdown to be made and the exact date on which it is intended to be made ("Drawdown Date").

Once the AGENT has received the application for drawdown pursuant to the above requirements and conditions, it shall be binding upon both parties, and the BORROWER shall be obliged to dispose of the amount applied for on the date, in the amount and other conditions described.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[16/186]

The Agent shall notify the application for drawdown to the other LENDERS by telex or telefax no later that Two (2) p.m. on the third Business Day prior to the Drawdown Date, indicating the amount to be contributed by each LENDER in accordance with its respective Participation in the Loan. Each LENDER shall place at the disposal of the AGENT, before Ten (10) a.m. on the Drawdown Date, by deposit into the account designated by the AGENT at all times, of the amount that corresponds in accordance with its percentage of participation in the Loan, with value date on the same day, and each LENDER shall, simultaneously, advise the AGENT by telex or telefax.

The BORROWER shall receive the funds applied for following payment into the Income Account, and these funds shall be applied in accordance with the provisions of Clause TWO.

Notwithstanding the above, the first Drawdown Date shall be 2 October 2000 and, accordingly, it shall be understood that the abovementioned formalities have been carried out for the purpose of the first drawdown, and the amount corresponding to that drawdown shall be deposited with that date.

3.- At the end of the Loan drawdown, instalments shall be shown in a schedule to this Agreement, using the model given in Schedule II granted between the BORROWER and the AGENT, acting on behalf of each of the LENDERS, of which a copy shall be sent to the BORROWER and to each of the LENDERS. That schedule shall be incorporated in this Agreement as an integral part hereof. It shall be signed when the last drawdown has been made, and the BORROWER shall undertake to appear before the notary public indicated by the Agent for such purpose.

4.- All amounts drawn down during the Drawdown Period plus interests capitalised shall be consolidated and divided at that time into Tranches A and B of the Loan, provided the sum of both amounts does not exceed the limits established for each Tranche; otherwise, the BORROWER shall be obliged to repay the excess in anticipation.

FIVE.- COMMISSIONS

1.- Opening Commission (Tranche A)

An opening commission shall accrue, payable on the date of signature of this Agreement, in an amount of 1,440,000 euros, to be distributed among the LENDERS in the manner agreed therebetween.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[17/186]

2.- Opening Commission (Tranche B)

An opening commission shall accrue, payable on the date of signature of this Agreement, in an amount of 360,000 euros, to be distributed among the LENDERS in the manner agreed therebetween.

3.- Availability Commission

An availability commission of 0.35% per annum to be settled monthly and payable to the Agent for distribution among the LENDERS, in the manner agreed therebetween, shall accrue on the average non-drawn down balance during the immediately preceding quarter. That commission shall only be applied if the drawdown calendar established in Clause FOUR above is not observed.

4.- Agency Commission

An annual agency commission shall accrue in the amount and other conditions agreed in a separate letter with the Agent.

SIX.- RIGHTS AND OBLIGATIONS OF THE LENDERS

1.- The rights and obligations corresponding to each LENDER by virtue of this Agreement shall be joint. Rights may be exercised by each holder with full autonomy and independence of the rights to be exercised by another LENDER, unless otherwise expressly arranged in this Agreement.

2.- Any of the LENDERS, in accordance with the terms of this Agreement, shall be entitled to perform extrajudicial acts addressed at the conservation and defence of its own rights and those of the other LENDERS. Each LENDER shall be entitled to exercise its own rights judicially in the terms of Clause TWENTY-ONE.

3.- In the event that any LENDER should fail to perform its obligations in the terms of this Agreement, this circumstance shall not affect the other LENDERS which shall only be obliged individually, without prejudice to actions to which the BORROWER is entitled against the infringing entity.

4.- In those contractual events in which it may become necessary, it shall be understood that a MAJORITY of LENDERS is formed by the group of those whose undertakings or, at the end of the Drawdown Period, disbursed capitals pending repayment, represent more than fifty percent (50%) of the Loan Principal at any time.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[18/186]

SEVEN.- EVIDENCE AND CALCULATIONS

1.- For the purpose of this agreement, the AGENT shall open and keep a special account in the name of the BORROWER in its books. In that account, the AGENT shall debit the amount of successive Loan drawdowns, as well as interests, commissions, expenses, delay interests, additional costs and all other amounts accrued, in accordance with this Agreement, and which are payable by the BORROWER. Similarly, all amounts received by the AGENT from the BORROWER shall deposited therein for distribution among the LENDERS, so that the balance of this account represents the Live Debt at all times.

2.- In addition to the unified account described in the preceding point, each of the LENDERS shall open and keep a special Loan account in the name of the BORROWER in its books, in which it shall debit the amounts deposited therein through the AGENT, plus interests, commissions, expenses and delay interests, additional costs and any other amounts payable by the BORROWER to that LENDER in respect of any of the items shown in this Agreement, and into which it shall pay all amounts received by the LENDER from the BORROWER through the AGENT.

3.- In the event of assignment pursuant to the provisions of Clause TWENTY-THREE, the Assignor shall totally or partially cancel those accounts, and the assignee shall pay the pertinent amounts.

4.- It is expressly agreed that, for the purpose of accountability in judicial proceedings that may be brought in events of normal or early maturity of this Agreement, in accordance with its terms, the balance shown when the AGENT or the corresponding LENDER closes the accounts mentioned in the preceding points shall be considered a liquid and accountable balance, barring error to the contrary.

To accredit the liquid amount of the balance accountable, it shall suffice for the AGENT or the LENDER to attach a certificate authorised by a Notary Public to this document, accrediting the balance or debt claimed, that this balance coincides with that shown in the aforementioned accounts opened for the BORROWER by the AGENT or by the LENDER in question, and that settlement was made in the manner agreed by the parties in this Clause, in accordance with the provisions of article 1.435 of the Civil Procedure Act.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[19/186]

Accordingly, to exercise executive action against the BORROWER, including events of termination of this Agreement or loss of the grace period by the BORROWER, it shall suffice to present:

(i) any one of the signed and mediated copies of this Agreement;

(ii) the certificate accrediting that the Agreement coincides with what is shown in the Notary's Protocol; and

(iii) the irrefutable or mediated document that incorporates the balance certificate issued by the LENDERS and which fulfils the remaining legal requirements.

EIGHT.- INTEREST PERIODS

1.- The life of the Loan shall be divided into Interest Periods, which shall have a duration of one (1) month, during the Drawdown Period and during the Amortisation Period. Interest Periods shall coincide with calendar months, so that the first Interest Period shall run from the first Drawdown Date until the last day of the calendar month in which that drawdown was made. Similarly, an Interest Period may have a shorter duration that one month if commencement of the Amortisation Period does not coincide with a calendar month.

Maturity of each Interest Period shall in no event be subsequent to the Final Maturity Date of the Loan or successive Amortisation Dates.

2.- Each Interest Period shall commence on the date of termination of the immediately preceding Interest Period. To calculate the various Interest Periods, it shall be understood that the first day thereof is included in that Interest period and the last day is excluded.

3.- In the event that, in accordance with the procedure established in Clause NINE, point two, and Clause TEN, it is not possible to apply the aforementioned Interest Period, due to the absence of quotation, the Interest Period shall be reduced depending on whether a quotation exists.

NINE.- ORDINARY RATE OF INTEREST

1.- The Ordinary Rate of Interest applicable to the Loan shall be calculated by the AGENT, by adding the Margin applicable to EURIBOR, as described hereinbelow.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[20/186]

If the sum of EURIBOR and the Margin is not a multiple of 1/16%, it shall be rounded up to the nearest multiple of 1/16%.

2.- EURIBOR (Euro Interbank Offered Rate) shall be the rate calculated and distributed by the BRIDGE financial information system ordered by the FBI (Federation Bancaire de l'Union Europeenne), currently published on the Reuter EURIBOR 01 screen at approximately 11 (eleven) a.m. on the second Business Day according to the TARGET (Trans-European Automated Real-Time Gross Settlement Express Transfer System) prior to the date of commencement of the pertinent Interest Period, for deposits in euros for a term equal to the Interest Period in question, increased by any tax, rate, levy or surcharge applied or that may be applied in the future to this type of operations, plus normal mediation costs which, as the case may be, may be applicable and taxes thereon.

3.- The Margin shall be:

(i) during the Drawdown Period, 0.70% per annum on EURIBOR;

(ii) during the Amortisation Period, 1.10% per annum on EURIBOR for Tranche A and 1.30% per annum on EURIBOR for Tranche B.

4.- Calculation of the total amount of interests accrued in each period shall be made in accordance with the following formula:

Interests = Capital pending repayment plus interests capitalised and accrued at the beginning of each period, multiplied by one percent of nominal ordinary interest and by the number of calendar days in the period and all divided by THREE HUNDRED AND SIXTY (360) DAYS.

5.- The corresponding Equivalent Annual Rate (E.A.R.) shall be calculated in accordance with the mathematical formula contained in appendix number 5 to Circular 8/1990, issued by the Bank of Spain, published in Official State Gazette no. 226, of 20 September 1990, amended by circular 13/1993, issued by the Bank of Spain, published in Official State Gazette no. 313, and shall be communicated by the AGENT to the BORROWER, by telex or telefax, along with the nominal interest rate that results for the interest period in question.

6.- In the event of Interest Periods with a duration other than those established in Clause EIGHT 1 for which no quotation has been published by BRIDGE, the rate corresponding to the closest duration for which a quotation is offered by BRIDGE shall be applied, to which all items shown in Clause NINE 2 and the Margin shall be added.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[21/186]

7.- The interest rate applicable to the first Interest Period shall be 5.5625%.

TEN.- REPLACEMENT RATE OF INTEREST

1.- PRINCIPAL REPLACEMENT RATE OF INTEREST

Whenever it is impossible to determine the rate of interest in accordance with the provisions of Clause NINE 2 above, the replacement rate of interest to be applied shall be the result of the sum of EURIBOR, as defined in Clause NINE for interest periods with a shorter duration, plus the margin established in Clause NINE 3, rounded up, if necessary, to the nearest multiple of 1/16%.

2.- SUBORDINATE REPLACEMENT RATE OF INTEREST

In the event that it is not possible either to determine, due to market circumstances, the rate of interest applicable in accordance with the provisions of the preceding point, a subordinate replacement rate of interest shall be applied during that period, determined in the manner established in the following paragraphs, which shall be communicated by the AGENT to the BORROWER on the same day as the corresponding rate of interest is established, which shall be determined by adding the following components:

- the arithmetical mean of interbank rates of interest offered to the Reference Banks in the Euro Zone Interbank Market, at approximately 11:00 a.m. on the business day immediately prior to that of commencement of the interest period, for deposits of an equal amount or considerably equal to the amount of loan pending amortisation, and for a term equal to the interest period in question, increased by:

- Taxes, rates, contributions, State or other surcharges, levied on interests on deposits obtained in the interbank market.

- The Margin, in accordance with point 3 of Clause NINE above.

The result of adding the aforementioned components shall be rounded up, if necessary, to the nearest multiple of 1/16%.

For the purpose of this Clause, the Reference Banks are:

Banco Santander Central Hispano, S.A. Banco Bilbao Vizcaya Argentaria
Deutsche Bank

The mechanism for determining the replacement rate of interest shall be:

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[22/186]

The Reference Banks shall advise the AGENT, during the morning of the business day prior to the date of commencement of the pertinent interest period, the interbank rates of interest applicable with which the AGENT must calculate, on the same day, the arithmetical mean to be used as a basis to determine the EURIBOR Replacement Rate of Interest applicable to the interest period in question and to the amount in question, which it shall communicate to the BORROWER and to the LENDERS in accordance with the provisions of this point.

In the event that any Reference Bank should fail to indicate that rate of interest or in the event that the Reference Banks have not been offered term deposits equivalent to the interest period in question in the Euro Zone Interbank Market, the arithmetical mean shall be ascertained from among those quoted, provided that at least two of the Reference Banks are involved.

Any of the Reference Banks shall cease to be so when they fail to make the communications required, in accordance with the provisions of the preceding point of this Clause, in relation to two or more interest periods.

In the event that any of the Reference Banks were to merge, be absorbed by or absorb another credit institution, it shall be substituted for the purposes established in the Clauses of this Agreement by the new institution that results. If, on the contrary, spin-off of any of the Reference Banks should take place, the BORROWER shall be entitled to opt for one of the spun-off institutions.

Substitution of those Reference Banks shall be formalised by a new appointment agreed, at the proposal of the AGENT, by the Majority of LENDERS, with the consent of the BORROWER.

Having established the replacement rate of interest, either principal or subordinate, the BORROWER and all LENDERS shall be advised before 9:00
a.m. on the day of commencement of the interest period.

3.- REINSTATEMENT OF THE ORDINARY RATE OF INTEREST

The Replacement Rate of Interest, both Principal and Subordinate, shall be applied while the circumstances on which it is based remain in force and the Ordinary Rate of Interests shall again be applied as soon as the Euro Zone Interbank Market permits, and shall be immediately notified by the AGENT to the BORROWER.

In the event of application of Replacement rates of Interest, as many settlements as there are different replacement rates used shall be made, each for the number of days of application of the respective rate, and shall be paid by the BORROWER every fortnight, capitalised if the Interest Period of the Replacement Rate of Interest had a duration of less than fifteen (15) days or at the end of the shorter period that may result in the event of reinstatement of application of rates of interest rates based on Ordinary EURIBOR.

[Stamp with the mention:
'WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[23/186]

ELEVEN.- COMMUNICATION AND ACCEPTANCE OF THE RATE OF INTEREST APPLICABLE

1.- The AGENT shall calculate the rate of interest applicable to the Interest Period in question, in accordance with the provisions of the preceding Clauses, which it shall communicate by telex or telefax to the BORROWER and to the other LENDERS on the Business Day immediately prior to the date of commencement of the corresponding Interest Period and before Two (2:00) p.m.

2.- The BORROWER shall, in turn, inexcusably, before 9:30 a.m. on the day of commencement of the Interest Period in question, confirm its acceptance of the rate of interest proposed to the AGENT by telex or telefax. The BORROWER shall not refuse to accept the rate of interest communicated by the AGENT, barring manifest error that has not been corrected when determining the rate of interest. For all purposes, it is expressly agreed that if, for any reason, the BORROWER does not advise its decision to the AGENT, within the time agreed, it shall be understood at all times that the rate of interest is accepted.

3.- In the event of an error detected in calculation of the Rate of Interest applicable, while the Interest Period is in course, it shall be immediately remedied by the AGENT, and that remedy shall be effective as from the date of commencement of application of the erroneous rate.

4.- For the purpose of the Rate of Interest applicable to the First Interest Period and inasmuch as this is determined in this Agreement, the Parties have completed the formality to which this Clause refers.

TWELVE.- INTEREST ACCRUAL AND SETTLEMENT

1.- Each Drawdown shall accrue daily interest at the Rate of Interest established in this Agreement, in favour of the LENDERS.

2.- Those interests shall be settled and shall be accountable, without the need for any requirement, at maturity of each Interest period and shall be paid before 10:30 a.m. on the last day of each Interest Period. Exceptionally, interests accrued during the Drawdown period shall be capitalised together with the principal drawn down for the purpose of accrual of new interests, and shall be settled in their total amount capitalised on the last date of the Drawdown period. The amount of those interests capitalised and settled shall be added to the figure of principal drawn down for the purpose of division of the Loan into Tranche A and Tranche B, which shall be made on that same Date.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[24/186]

3.- When calculating the interests to be settled on each Interest Settlement Date, a Three Hundred and Sixty (360) day year (base A/360) shall be used, and those interests shall be calculated on the exact number of Calendar Days that have elapsed in each case and on the amounts drawn down.

THIRTEEN.- DELAY INTERESTS

1.- Without prejudice to the right of termination established in Clause TWENTY-ONE, if any of the payments to be made by the BORROWER in respect of any item is not made on the date established in this Agreement, the amounts pending payment shall be deemed capitalised at simple interest and, as from the date following their maturity, shall accrue a Delay Interest in favour of the LENDERS, without the need for any requirement, which shall accrue daily and shall be settled on the payment date by the BORROWER or, as the case may be, monthly, based on a Three Hundred and Sixty (360) day year, and which shall be determined by adding Two (2) points to the Ordinary Rate of Interest.

Delay interests shall be paid voluntarily by the BORROWER at any time or, as the case may be, coinciding with the settlement date.

2.- In accordance with the provisions of article 317 of the Commercial Code, Delay Interests matured and unpaid shall be capitalised monthly and as an increase in capital due shall, in turn, accrue new interest at the Rate of Delay Interest applicable in accordance with the provisions of the preceding point.

3.- Settlements of Delay Interests shall be notified by the AGENT to the BORROWER.

FOURTEEN.- NORMAL AMORTISATION OF THE LOAN

1.- Amortisation of Tranche A

Tranche A shall be amortised in [240] monthly and consecutive amortisation instalments, the first of which shall coincide with the first month following the end of the Drawdown Period, and the last with the Final Maturity Date, in accordance with the calendar attached to this Agreement as Schedule III. Nevertheless, that calendar may be modified on the day the IRS Agreements are concluded and, in such event, the content of Schedule III shall be replaced by the new calendar.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[25/186]

2.- Amortisation of Tranche B

Tranche B shall be amortised in one single payment coinciding with the Final Maturity Date.

3.- Amortisation Dates shall coincide with an Interest Settlement Date and the Interest Period in question shall be adjusted accordingly.

4.- From the amounts amortised, the Agent shall pay the LENDERS the proportional amount corresponding to their respective participation, by deposit into the account communicated to the Agent by each LENDER for such purpose, and on the same date as the amortisation in question is made. Should the Agent receive a repayment lower than that due, it may distribute the amount actually received to the LENDERS in proportion to their participations, without prejudice to the action to which each of the LENDERS is entitled to recover the difference.

FIFTEEN.- EARLY AMORTISATION

A) VOLUNTARY EARLY AMORTISATION

1.- The BORROWER may totally or partially amortise the Loan Principal in anticipation, provided:

a) it is made in minimum amounts of 500,000 euros and for higher amounts, in multiples of 100,000 euros, unless the BORROWER wishes to amortise the entire Live Debt in anticipation;

b) it is made with a minimum notice period of Twenty (20) Business Days if amortisation is intended during the Drawdown Period or Thirty
(30) calendar days if amortisation is intended during the Amortisation Period, in respect of the date on which early amortisation is to become effective, and this date coincides with the end of an Interest Period;

c) the BORROWER indemnifies any party concerned for damage or loss caused as a result of such early amortisation, including early amortisation or cancellation of coverage operations or any operations in relation to this Loan.

Voluntary early amortisation shall not accrue any commission unless the funds used for that purpose originate from financing granted by other financial institutions, in which case it shall accrue an early cancellation commission of 1% of the amount amortised.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[26/186]

The amounts to which Early Amortisation refers shall not be drawn down subsequently.

2.- Amounts so amortised shall be applied proportionately to both Tranche A and Tranche B and, within Tranche A, in inverse chronological order of amortisation quotas established.

Notwithstanding the provisions of the preceding point, if the BORROWER is obliged to make payments due and accountable by virtue of the Financial Documents, the AGENT shall apply the amounts received in accordance with Clause SEVENTEEN and, as the case may be, shall apply the excess to Voluntary Early Amortisation established in this clause.

3.- Once the AGENT has received any application for Voluntary Early Amortisation, it shall notify the other LENDERS by telex or telefax, no later than the Business Day following receipt of the application.

Notification shall be irrevocable and failure, as the case may be, to effect the amortisation in question, both on the date established and with regard to its amount, shall be deemed a default on the Agreement for the purposes established in Clause TWENTY-ONE.

B) COMPULSORY EARLY AMORTISATION

The BORROWER shall undertake to amortise the Loan in anticipation in the event of a total loss of the Vessel, as defined in the pertinent insurance policies. Compulsory early amortisation shall be made no later than 120 calendar days following occurrence of the total loss and the amount of Live Debt under both Tranches shall be repaid as well as the pertinent amount of indemnity in accordance with point A)1.c) above.

SIXTEEN.- PAYMENTS BY THE BORROWER

1.- The BORROWER shall make all payments undertaken by virtue of the provisions of this Agreement in respect of Principal, interests, commissions, expenses and any other item on the date of amortisation of Principal, on the respective interest payment dates or on the dates established for the payment of commissions or on which these take place, plus other transferable expenses, and at all times before Ten Thirty (10:30) a.m. on those dates and into the Income Account held with the agent, for which purpose the AGENT is irrevocably authorised to make the pertinent debits.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[27/186]

2.- The BORROWER shall make all payments as provided above as a matter of law and without the need for any special requirement by the LENDERS.

3.- All payments shall be made by the BORROWER net and free of any tax, deduction or withholding from or on account of any type of tax that may be levied, at the present time and/or in the future, on those payments.

In the event that the legal obligation is established to make deductions or withholdings from or on account of any type of tax, the amount due shall be increased so that, having made that deduction or withholding, the amount received by the LENDER has exactly the same financial value as that it would have received had the tax, withholding or deduction not been made.

Having made those deductions or withholdings, the BORROWER shall furnish the LENDER, as the case may be, the pertinent document accrediting that this deduction or withholding has been made, as soon as possible.

In the event that, having made the deduction or withholding in accordance with the terms established above, the LENDERS should subsequently obtain a tax benefit deriving from that deduction or withholding, they shall pay the BORROWER the amounts of those tax benefits obtained from the deduction or withholding made.

4.- Receipt by the AGENT of payment of the Loan Principal, albeit with no express reservation of the right to interests agreed, shall not extinguish the obligation of the BORROWER in respect thereof.

5.- The payment of fees to advisers and professional mediating in the operation shall be excluded form this clause, which shall be paid in accordance with the terms of the pertinent invoices and including the withholding applicable.

SEVENTEEN.- ALLOCATION OF PAYMENTS AND COMPENSATION

All payments made by the BORROWER to the AGENT, in accordance with this Agreement, for distribution among the LENDERS, shall be applied to the following items and in the order given below:

1.- Delay interests.

2.- Expenses and Taxes due.

3.- Procedural costs and expenses.

4.- Commissions due.

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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5.- Interests accrued and matured.

6.- Principal.

The same allocation shall be made in the event that payment, notwithstanding what is established in this Agreement and due to extraordinary circumstances, is made by the BORROWER to any of the LENDERS, without prejudice to pro rata distribution to be made in accordance with the provisions of Clause TWENTY-TWO.

The BORROWER irrevocably grants power and authority to the AGENT to apply balances existing in its favour in any current or savings accounts, term or other deposits, which the BORROWER holds with the AGENT, at the present time or in the future, to the payment of amounts due by virtue of this Agreement, including the realisation of any type of securities deposited by the BORROWER with the AGENT for the purpose of applying the product obtained to the same end.

EIGHTEEN.- DECLARATIONS AND GUARANTEES

1.- The LENDERS grant this Loan in consideration of the following declarations and guarantees which the BORROWER and the GUARANTOR solemnly make and which shall be understood to be implicitly repeated at maturity of each Interest Period:

i) The BORROWER and the GUARANTOR are validly incorporated companies existing in accordance with the laws of Spain and perform the activities and businesses inherent to their business purpose.

ii) The BORROWER has a share capital of 6,000,134 euros, divided into 99,670 shares with a par value of 60.20 euros each, fully subscribed and 50% of which is paid-up, and those shares are owned by NAVIERA F. TAPIAS, S.A. (99,669 shares) and by Mr. Fernando Fernandez Tapias (1 share), free of any charge encumbrance or third party right, with the exception of the pledge constituted to secure this Loan.

iii) The BORROWER and the GUARANTOR have full capacity to execute and perform this Agreement and have irrevocably adopted all corporate resolutions and measures necessary for its execution and performance, which shall remain in force so that the obligations contracted by the BORROWER and the GUARANTOR by virtue of this Agreement shall be valid, binding and accountable in accordance with the terms thereof.

iv) The execution and performance of this Agreement do not infringe any rule, regardless of its rank, the Articles of Association of the BORROWER or of the GUARANTOR or any Agreement or contract of any nature to which the BORROWER or the GUARANTOR are a party, or whereby they could otherwise be bound.

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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v) All payments undertaken by the BORROWER pursuant to this Agreement shall be made without any deduction or withholding on account of any tax.

vi) All information furnished in writing by the BORROWER and the GUARANTOR to the AGENT or to the LENDERS, including financial information, is correct and accurately shows the situation of the BORROWER and of the GUARANTOR and there are no facts or omissions that discredit that information.

vii) No consent, licence, authorisation or approval from third parties is necessary in relation to the execution, validity, performance and accountability of this Agreement that was not obtained prior to its formalisation, and all these remain fully effective, and no circumstance has arisen that could revoke them.

viii) At the present time, there is no litigation, arbitration or procedure of any nature in course or commencement of which is known to the BORROWER or the GUARANTOR and which, if resolved against the BORROWER would have a substantial negative effect on its business, assets, property or financial situation, or its capacity to perform the obligations that derive from this Agreement or that could query the validity or accountability of this Agreement.

ix) At the present time, there is not event which, by itself or in conjunction with the passage of time and/or notification or requirement, represents an event of default (i) on any agreement to which the BORROWER or the GUARANTOR are a party and (ii) on any obligation whereby they are bound in any way and which could affect the performance of their obligations deriving from this Agreement. At the same time, there is not cause for Early Maturity of the Agreement or circumstances that could lead to this.

x) At the present time, there is no pledge, mortgage, charge or encumbrance to which the assets or rights of the BORROWER are subject, with the exception of the guarantees constituted to secure this Loan.

xi) No guarantee has been granted by the BORROWER in favour of third parties.

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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xii) The BORROWER is up-to-date in the payment of all its fiscal and other obligations.

xiii) The BORROWER has no affiliates or subsidiaries.

xiv) At the present time, the BORROWER performs the obligations listed in Clause NINETEEN.

xv) The BORROWER has sufficient and appropriate human and material resources to carry out supervision of the Shipbuilding process, either by itself or as a consequence of the Management Agreement.

NINETEEN.- OBLIGATIONS OF THE BORROWER AND THE GUARANTOR

The BORROWER and, as the case may be, the GUARANTOR, shall undertake to perform the following obligations throughout the life of the Loan:

1.- The BORROWER shall maintain this Loan and the rights deriving herefrom for the LENDERS with at least the same preferences, privileges and rank as those that derive or that may derive for other creditors of the BORROWER.

2.- The BORROWER and the GUARANTOR shall furnish the LENDERS, through the AGENT, sufficient copies, during the effect of this Agreement, of the following documents:

(i) As soon as these are available, but in all events within the 6 months following the close of their financial years, sufficient copies of the audit report and annual accounts of the BORROWER and the GUARANTOR, proposals made by the auditors for that financial year approved or otherwise by their General Shareholders' Meetings.

(ii) As soon as these are available, but in all events before 15 February and 15 August of each year, the Balance Sheet and Profit and Loss Account and Cash Flow calculation closed at 31 December and 30 June of the BORROWER, using the same accounting standards as those used for the preparation of annual accounts and including the Debt Ratio and the Annual Debt Service Coverage Ratio calculations contrasted by their auditors.

3.- The BORROWER and the GUARANTOR shall send the AGENT, within Fifteen (15) days, unless other periods are specifically established in this Agreement, financial o technical information on the BORROWER or the GUARANTOR that may affect their financial capacity, solvency, commercial activity and which may reasonably be requested by the AGENT or by any LENDER through the AGENT.

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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4.- The BORROWER shall notify the AGENT of the existence of any circumstance which, in accordance with the provisions of Clause TWENTY-ONE, could represent a cause for Termination of the Agreement and Early Maturity of the Loan.

5.- The BORROWER shall undertake not to abalienate or transfer in any way, property or elements that make up its assets and not to grant bonds or guarantees, regardless of their nature, nor to make investments in assets, regardless of their nature, without obtaining the prior authorisation of the LENDERS, with the exception of transfer of the Vessel under a Sale Agreement in terms acceptable to the AGENT insofar as this may be necessary to develop a financing structure for the Vessel based on the beneficiaries of Additional Provision 15 of the Company Tax Act and provided the BORROWER continues to hold possession of the Vessel by entering into a Bare Boat Charter Agreement in terms equally acceptable to the AGENT.

6.- The BORROWER shall not grant or contract any debt other than that deriving from this Agreement or, as the case may be, and if the pertinent authorisations are obtained, that deriving from a loan agreement pursuant to Royal Decree 442/1994, in terms satisfactory to the Agent, nor obligations other than those deriving strictly from the Construction Agreement, the Time-Charter Agreement and other agreements associated with financing of the Vessel which may be entered into, as the case may be, to the satisfaction of the AGENT and the Management Agreement, payments of which shall in all events be subordinate to performance by the BORROWER of its payment obligations under this Agreement.

Similarly, the BORROWER shall undertake prompt performance of payment obligations with third parties, in respect of any item, and to immediately apply any amount received from NAVIERA F. TAPIAS, S.A. by virtue of the guarantee referred to in Clause TWENTY-SIX d) to that end.

7.- The BORROWER shall not perform operations with derivatives, with the exception of IRS Agreements, which it shall undertake to formalise before 31 October 2000. Similarly, the BORROWER shall undertake to keep the costs in which it may incur as a consequence of early divestment of financial derivatives included in the operation duly insured.

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        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
                                                         [Handwritten signature]
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8.-   The BORROWER shall not

      (i) acquire own shares; or

      (ii) issue or adjudicate new shares without the consent of the LENDERS.

9.-   The BORROWER shall undertake to maintain in force, with full effects, all
      licences, authorisations and permits necessary to perform its activity and
      to comply with the provisions of this Agreement.

10.-  The BORROWER shall undertake to comply duly and punctually with all its
      fiscal, employment and social security obligations throughout the life of
      the Loan.

11.-  The BORROWER shall undertake to communicate any litigation, arbitration or
      procedure of any nature, commenced or commencement of which is known to
      the BORROWER and which, if resolved negatively for the BORROWER, could
      have a substantial negative effect on its businesses, assets property or
      financial situation, on its capacity to perform its obligations deriving
      from this Agreement, or which could query the validity or accountability
      of this Agreement and its guarantees.

12.-  The BORROWER shall undertake to duly and punctually perform all
      obligations incumbent thereon in accordance with the Construction
      Agreement (with the exception of non-substantial amendments and which do
      not affect the financing structure of the Vessel) and the Time-Charter
      Agreement and the Management Agreement, and to claim their performance in
      their own terms and not to grant grace or delay periods nor amend their
      content, nor agree to or permit variations in price without immediately
      notifying the AGENT of any incidents that may arise in relation to the
      Time-Charter Agreement and the Construction Agreement and the Management
      Agreement, and to inform the AGENT at all times, at the request thereof,
      of the progress of construction of the Vessel.

13.-  The BORROWER shall undertake to punctually perform all obligations that
      affect the Vessel and, in particular, those that could lead to attachment,
      arrest or retention with preference to the LENDERS or to any privilege or
      encumbrance in accordance with the Vessel Mortgage Act, with the Brussels
      Convention of 10 April 1926, with the Brussels Conventions of 10 May 1952
      and 27 May 1967 and any other conventions or provisions applicable.

14.-  The BORROWER shall undertake to provide an insurance proposal for the
      Vessel, with a favourable opinion from the Insurance Adviser, within one
      month following signature of this Agreement (on the understanding that the
      BORROWER shall not be held liable for delay in the issue of that Opinion
      for causes exclusively attributable to the Insurance Adviser), and to keep
      the Vessel insured with an acknowledged insurance company in the habitual
      manner among companies in the same sector and for this type of Vessel, and
      to arrange the insurance indicated in the Insurance Advisers's Opinion
      which shall include, at least, the insurance indicated hereinbelow, and,
      in all events, to remain up-to-date in the payment of premiums

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        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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      and to perform the obligations imposed by those insurance policies and not
      to permit the Vessel to sail unless covered by the pertinent insurance or
      to make any use of the Vessel that could annul or jeopardise the policies
      and to designate the beneficiaries of indemnities that may become payable
      to the LENDERS:

      a.    Paralysation due to average (minimum 75,000 euros/day) including
            crew negligence;

      b.    Loss of vessel in a minimum amount of 250,000,000 euros, and this
            amount may be reduced at a rate of approximately 5% per annum during
            the Loan Amortisation Period;

c. Gross Average;

d. Hull & Machinery, in an amount that covers 125% of the Live Debt at all times;

e. Strike by Crew;

f. Detention of the Vessel, contraband and arrest due to claims against other vessels of the shipowner;

g. Liability;

h. Paralysation due to quarantine;

i. Diversion due to disembarkation by crew;

j. Pollution and environmental damages;

k. Damages to the cargo;

l. Legal defence;

m. Loss of profits.

15.-  The BORROWER shall retain ownership of the Vessel free of charges and
      encumbrances of any nature, with the exception of the mortgage constituted
      to secure this Agreement.

16.-  The BORROWER shall undertake to deposit all amounts from the Time-Charter
      into the Income Account and to centralise and manage its treasury in
      accordance with Clause TWENTY.

17.-  The BORROWER shall undertake to maintain the Vessel classified at all
      times by a rating agency acceptable to the AGENT and to keep it, with all
      its appurtenances and accessories, in a state of soundness, functioning
      and seaworthiness in accordance with the requirements of legislation
      applicable and to keep it registered at all times in the Special Register
      of Vessels and Shipping Companies of the Canary Islands for as long as
      this may be necessary for full enjoyment of the benefits associated with
      any fiscal structure designed for financing of the Vessel. Accordingly,
      the Agent shall expressly notify the time when, as the case may be, it is
      not longer necessary for the Vessel to be kept on that Register.

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                                                        [Stamp with the mention:
        `WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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18.-  The BORROWER shall undertake to perform the Debt and Annual Debt Service
      Coverage Ratios that result from the Basic Case definitively included as
      Schedule I.

19.-  The BORROWER and the GUARANTOR shall undertake that 100% of the share
      capital of the BORROWER is fully paid-up no later than 14 April 2001.

20.-  The BORROWER and the GUARANTOR shall undertake to execute the documents
      necessary for (i) replacement of Schedules I and III by those that are
      definitively produced once the IRS Agreements have been concluded and the
      operating verifications have been made by the Agent, and (ii) for
      amendment of this Loan, as the case may be, whenever necessary as a
      consequence of those replacements.

      The execution of those documents shall be a necessary condition for the
      second and successive Loan drawdowns.

TWENTY.- TREASURY MANAGEMENT AND DISTRIBUTION

1.- Common Provisions

The BORROWER shall undertake to open the following accounts (the "Accounts") on the date of signature of this Agreement, at the Agent's Branch at Paseo de Recoletos 19 (Madrid):

(i) Income Account

(iii) Dry Dock Account

(iv) Maintenance and Repair Account

(v) Reserve Account

(vi) Insurance Account

The balances of those accounts, as from the time they are opened, shall be pledged to secure the obligations of the BORROWER in accordance with the terms of Clause TWENTY-SIX hereinbelow. The Accounts shall therefore be kept open throughout the duration of this Agreement.

The BORROWER shall only dispose of the Accounts subject to the limitations and in accordance with the requirements established in other paragraphs of this Clause, although the limitations so established shall not affect and shall not be alleged by the BORROWER for failure to make any of the payments due in accordance with this Agreement on their respective due dates. The Accounts shall at no time have a zero or negative balance.

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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The balance existing at any time in the Accounts shall be remunerated by the Agent at the rate of interest and in the conditions agreed in each of the opening agreements for the respective accounts.

Without prejudice to the provisions of the other paragraphs of this Clause, the Agent may deny applications for drawdown from any of the Accounts in the event of any of the following circumstances: (i) if a cause for Early Maturity occurs; (ii) if, as a consequence of the drawdown applied for, a cause for Early Maturity occurs; (iii) if, in the reasoned opinion of the Agent, after the drawdown applied for is made, the balance the drawdown is not sufficient to meet the financial expenses deriving from this Agreement.

2.- Income Account

All drawdowns from the Loan made by the BORROWER shall be deposited in the Income Account.

In addition, the BORROWER shall ensure that all amounts originating from the Time Charter or other income that its not to be deposited in another specific account from among those indicated in this Agreement shall be deposited in the Income Account.

The BORROWER shall only dispose of the Income Account during the Drawdown Period to make payments in accordance with the Construction Agreement and during the Amortisation Period to meet the following payments and in the following order:

(i) Payment of interests and commissions on Tranches A and B of the Loan.

(ii) Amortisation, as the case may be, of Tranches A and B of the Loan.

(iii) Transfer to the Dry Dock Account in the amount agreed annually between the BORROWER and the LENDERS (with the advice of the technical Adviser).

(iv) Transfer to the Maintenance and Repairs Account.

(v) Transfer to the Reserve Account of the minimum amounts established in the Basic Case.

(vi) Operating expenses of the BORROWER in accordance with the budget agreed and reviewed annually with the LENDERS.

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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At the end of each calendar year following delivery of the Vessel (and, accordingly, as from the date of effect of the Time-Charter Agreement), the balance that remains, as the case may be, in the Income Account may be freely disposed of by the BORROWER provided at all times that the payments enumerated in the preceding list have been met and no cause for Early Maturity has occurred.

All interests that accrue on the Income Account shall be deposited monthly into the Reserve Account until this has been fully provisioned.

3.- Dry Dock Account

The Dry Dock shall be provisioned monthly with amounts originating from the Charter transferred from the Income Account in accordance with the amount agreed annually between the BORROWER and the LENDERS (advised by the Technical Adviser).

The BORROWER shall only dispose of the Dry Dock Account to meet expenses deriving from entry of the Vessel into dry dock with the frequency shown in the Time-Charter Agreement or to meet dry dock stays that are not habitual whenever necessary as a result of accidents, average or maintenance.

Once the Dry Dock Account has been drawn down for the purpose permitted, it shall be reprovisioned in the same terms shown above.

4.- Maintenance and Repairs Account

The Maintenance and Repairs Account shall be provisioned monthly with amounts originating from Charter and transferred from the Income Account in the amount agreed annually between the BORROWER and the LENDERS (advised by the Technical Adviser). The BORROWER shall only dispose of the Maintenance and Repairs Account to meet expenses for maintenance and repair of the Vessel previously approved by the Technical Adviser.

Once this account has been drawn down, it shall be reprovisioned in the terms shown above.

5.- Reserve Account

The Reserve Account shall be provisioned monthly with income originating from the Charter (Capex and Opex) in the amount established in the Basic Case and with interests from the Income Account.

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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The Reserve Account shall only be drawn down (i) to meet the coverage of contingencies in periodical payment obligations of principal and interests due in accordance with this Agreement for both Tranches and (ii) on the Final Maturity Date, the balance remaining, to amortise Tranche B.

The principal of the Reserve Account shall be reinvested monthly at the EURIBOR rate of interest minus 0.25%.

This Reserve Account shall be subject to monthly review and shall be restructured and recapitalised as may be necessary to fulfil this purpose. No operating expenses shall be paid to the BORROWER until the pertinent amounts have been provisioned in the Reserve Account.

6.- Insurance Account

The BORROWER shall ensure that all claims paid by insurance companies as a result of losses occurring and covered thereby are deposited in the Insurance Account.

When the amounts deposited in the Insurance Account originate from payments on account of loss of profits insurance and others that cover loss of profits due to any circumstance, the BORROWER shall only dispose of the Insurance Account to meet the payments indicated in point 3 above for the Income Account and in the same order established in that paragraph.

When the amounts deposited in the Insurance Account correspond to the coverage of damage in the Vessel (i) in the event that those damages have caused a Total Loss of the Vessel (and this is determined by the insurance company, which shall sent a copy of the pertinent report or adjustment to the Technical Adviser of the LENDERS) all amounts received from the insurance companies shall be applied to compulsory early amortisation of the two Tranches of this Loan, (ii) in the event that the damages caused can be repaired (and this is determined by the insurance company, which shall sent a copy of the pertinent report or adjustment to the Technical Adviser of the LENDERS) the BORROWER may dispose of those amounts in order to repair the Vessel.

TWENTY-ONE.- EARLY MATURITY

1.- The LENDERS may deem this Agreement matured, in addition to the event established in Clause TWENTY-FOUR, point two, in the event of any of the following circumstances:

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
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a) Non-payment, on their respective due dates, of Principal, interests, commissions and expenses of any nature established in this Agreement.

b) Any falsehood or substantial inaccuracy in the declarations and guarantees made by the BORROWER and/or the GUARANTOR in this Agreement that affects or could affect their solvency or capacity to perform the obligations under this Agreement, as well as failure to apply the Total Amount in accordance with the provisions of Clause TWO of this Agreement.

c) Default on any of the obligations assumed by the BORROWER and/or the GUARANTOR by virtue of this Agreement, other than those included in the preceding points, in particular the obligation to register the Vessel in the second Register of the Canary Islands, evidenced by the AGENT and not remedied by the BORROWER within the Fifteen (15) days following notification thereof.

d) In the event that the BORROWER should operate the company or manage corporate assets in a manner that infringes any of the provisions of any authorisation for the exercise of commercial shipping activity.

e) Any change in the composition of the shareholding of the BORROWER that is not authorised by the LENDERS (whose authorisation shall not be unreasonably withheld provided that change in shareholding does not represent a change of control in respect of that currently existing, control being understood as defined in article 42 of the Commercial Code) or the creation of collateral rights or other encumbrances of any nature on the shares of the BORROWER (with the exception of the pledge of shares to secure this Loan) as well as any change in the composition of the shareholding of the GUARANTOR that implies a change of control thereof and has not been authorised by the LENDERS (whose authorisation shall not be unreasonably withheld).

f) Default by the BORROWER on any payment obligation assumed under agreement or legally with third parties.

g) In the event that the BORROWER and/or the GUARANTOR were to resolve or intend to resolve or adopt any resolution addressed at its conversion, liquidation or wind-up, or its spin-off or merger with an other company, or introduce or permit significant changes to be introduced in the nature of its activity, or in its business purpose, without the authorisation of the LENDERS, which shall not be unreasonably withheld. Similarly, a decrease in the capital of the

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
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BORROWER without the consent of the LENDERS shall be a cause for early maturity.

h) In the event that the BORROWER and/or the GUARANTOR should become involved in a voluntary or legally imposed procedure for wind-up, with or without liquidation, or a General Shareholders' Meeting is convened in this regard, or bankruptcy, suspension or payment of similar proceedings have been commenced or accepted, or any assignment of assets is made to creditors, or the company is permanently or definitively closed, or the business activity is ceased or suspended or radically modified, or in the event of judicial seizure or administration of the company.

i) The occurrence of any contingent liability of the BORROWER that is not shown in its financial statements or in the complementary information furnished to the LENDERS when the amount thereof significantly affects the position of the LENDERS.

j) Decreased solvency of the BORROWER. By way of example, it shall be understood that this situation occurs when:

- a negative change takes place in the assets or in the financial situation of the BORROWER that significantly jeopardises the LENDERS, in the opinion of the majority of LENDERS, and that could lead to impossibility for the BORROWER to meet its obligations deriving from this Agreement;

- if, for any reason, the BORROWER should default on any payment obligation, provided the unpaid amounts, jointly or separately, exceed 100,000 euros or if judicial or administrative proceedings are brought against the BORROWER that entail execution or seizure, provided that execution or seizure refers to an amount that exceeds 100,000 euros.

k) The concurrence of any other cause which, in accordance with the Law, determines termination or early maturity of the Loan.

l) Declaration of early maturity under the Construction Agreement or the Time-Charter Agreement or the Bare Boat Charter Agreement that may be entered into or their termination or rescission for any reason.

m) In the event that it become unlawful, or impossible, in any competent Jurisdiction (i) for the BORROWER to perform any obligation that results from this Agreement;

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
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or (ii) for the LENDERS to exercise or claim any right based on this Agreement.

n) Expiry, without renewal, of any official Spanish, foreign or supra-State authorisation necessary to permit the BORROWER to own, exploit or charter the Vessel or for the BORROWER and/or the GUARANTOR to perform any Clause of this Agreement. The same shall occur when the authorisation is revoked or could be revoked or when any condition of that authorisation is not fulfilled.

o) If any clause that the LENDERS believe to be essential in this Agreement or its guarantees should be invalid or unaccountable, or if any guarantee is invalid and unaccountable or has a lower rank of preference, or loses its preference; or if any guarantee is damaged or jeopardised by causes attributable to the BORROWER and/or the GUARANTOR. The fact that the guarantees undertaken in this Agreement cannot be formalised at the time of signature or cannot be duly constituted as soon as possible shall also be a cause for early maturity.

p) In the event of default on the ratios referred to in Clause NINETEEN above.

q) In the event that a distribution of dividends to the shareholders of the BORROWER is resolved without performing all requirements listed below:

(i) that all obligations deriving from this Agreement have been fulfilled and there is no Cause for Early Maturity;

(ii) that the Reserve Account and other compulsory accounts pursuant to this Agreement have been provisioned;

(iii) that distribution is made exclusively against the remainder of the Income Account for free disposal by the BORROWER.

2.- Notwithstanding the right of each LENDER to declare Early Maturity of the Agreement in the part that affects then, the Declaration of Early Maturity of this Agreement in its entirety by the LENDERS, and the ensuing obligation of the BORROWER to make repayment by virtue of any of the causes set forth in this Clause, shall require the prior favourable resolution of the Majority of LENDERS.

3.- When the Declaration of Early Maturity of this Agreement in its entirety is commenced by the LENDERS pursuant to the provisions of the preceding paragraph, the BORROWER shall undertake, within the Fifteen (15) Calendar Days following the notification of maturity made for such purpose by the AGENT, to repay the total amount of Principal, plus interests, commissions and other documentarily justified expenses, including, by way of example, all expenses and costs associated with dismantling the IRS Agreements or other coverage operations in relation to this Agreement.

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`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
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4.- At the end of that time, if the BORROWER has failed to comply, in the event of total termination, the Agent shall commence the pertinent legal action. If, Thirty (30) Days later, the Agent has not commenced that claim, each of the LENDERS shall be entitled to commence partial termination.

5.- If the favourable resolution of the Majority of LENDERS referred to in point 2 above is not obtained within one (1) month following the date of denunciation of the existence of a cause for early maturity by any them, those LENDERS denouncing the cause and/or that have voted in favour of termination of the Agreement may sever from the Syndicate of LENDERS and commence the procedure described in points 3 and 4 above, in respect of their Participations in the Loan to which this Agreement refers.

TWENTY-TWO.- AGENT

1.- Without prejudice to the independent nature of the obligations of the LENDERS deriving from this operation, it is hereby stipulated that, with regard to the performance and operation of this Agreement, the AGENT shall act in its own name and as irrevocable special agent for the community of LENDERS in the performance of the functions it is attributed as such in this Agreement and, accordingly, it shall be understood that payments of any nature deriving from this Agreement, made by the BORROWER to the AGENT, shall fully release the latter as if received in the pertinent proportion by the other LENDERS.

Unless otherwise provided, all notifications made to or received by the AGENT shall have the same effects as if made to or received by all LENDERS.

2.- All payments made in respect of principal, interests and commissions by the BORROWER deriving from this Agreement shall be distributed by the AGENT among the LENDERS so that each one is paid, at all times, in proportions identical to their participations in the Loan.

The value date of payments shall be that of receipt by the AGENT, who shall pay the LENDERS immediately and without delay.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
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In the event that any LENDER should receive, for any reason, amounts from the BORROWER in respect of the payment of obligations deriving from this Agreement or were to receive from the AGENT, on account of the Loan, amounts higher than the proportion to which it is entitled, it shall be obliged to furnish the AGENT the surplus funds received so that the AGENT can distribute these, with the same value date as that of their receipt, among the other LENDERS, unless receipt of those amounts is due to exercise of the right of partial termination of the Agreement by any LENDER.

The LENDERS may apply any balance in their favour to the payment of any amount due and unpaid by the BORROWER under this Agreement. Those amounts obtained from the compensation mentioned above shall be given to the AGENT by the LENDER that obtained them so that the latter can make the proportional distribution mentioned in the preceding paragraph.

The possible rights of LENDERS to obtain payments from the BORROWER based on reasons and obligations other than those contained in this Agreement shall not be affected by the provisions thereof.

3.- The authorities of representation granted by the LENDERS to the AGENT shall be understood to be limited to those actions or measures which, specifically in this Agreement, may be necessary for the execution and effectiveness thereof.

In no event shall the AGENT hold the status of fiduciary of the other LENDERS, of the BORROWER or of any other person, and its duties and obligations shall be restricted to those expressly determined in this Agreement.

In accordance with these principles, and by way of example:

a) The AGENT shall not be liable vis-a-vis the other LENDERS, due to the formalisation, validity and accountability of the Financial Documents, for the truth or certainty of the declarations contained therein or in communications received, nor for the reality of collection of the Loan.

b) The AGENT's duty of information shall be understood to be limited to those communications that may be necessary for the normal performance and development of this Agreement or for its accountability in the event of default.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[43/186]

c) The AGENT shall not be obliged to verify the truth or performance of the undertakings assumed by the BORROWER and neither shall it be obliged to investigate the existence of possible causes for default or decreased solvency thereof.

The LENDERS shall release the AGENT from any liability for error or omission in the performance of the functions it is attributed in this Agreement, with the exception of those deriving from gross negligence or fraud.

4.- The LENDERS agree to immediately refund to the AGENT, pro rata to their participation in the total Loan, all amounts which, albeit for the account of the BORROWER pursuant to this Agreement, were not repaid voluntarily thereby and which, for the AGENT, represent a disbursement for any item which, on account of this Agreement, is made in the common interest of the other LENDERS, and independently of the favourable or negative result of the action or measure that led to the disbursement, all independently that the said amounts can be claimed by the AGENT from the BORROWER.

The LENDERS shall undertake to refund to the AGENT, in proportion to their participation in this operation, all extraordinary expenses, documentarily justified, incurred by the AGENT in the exercise of its functions, provided these are not payable by the BORROWER.

5.- The AGENT, as LENDER, shall have the same rights and authorities as any other LENDER on account of its participation in the Loan operation.

Independently of this Agreement, the AGENT may accept deposits, lend money and, in general and in the same way as the other LENDERS, carry out all classes of banking operations with the BORROWER.

6.- The AGENT shall be entitled to resign from its position at any time. Accordingly, it shall send a notification to the LENDERS and to the BORROWER. The LENDERS shall appoint a new AGENT from among themselves, following a resolution adopted by the Majority.

In the event that, within the Sixty (60) Calendar Days following notification, the LENDERS have not appointed a new AGENT, or that appointed or the BORROWER does not accept the appointment, the AGENT shall be entitled to appoint one by itself from among the LENDERS.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[44/186]

In no event shall resignation of the AGENT or the appointment of a new one, which shall be set forth in a document, imply the assumption of new obligations or a higher cost by the BORROWER.

7.- In addition to the functions inherent to and typical of the AGENT, described in the preceding paragraphs of this Clause, each of the LENDERS hereby expressly and irrevocably grants power to the AGENT so that, in turn, acting through its duly authorised representatives, it may carry out, on behalf of the LENDERS, all acts that may be necessary, and to sign all public or private documents that may be necessary or advisable, for the purpose of (i) granting or remedy of any guarantees, including mortgage, to secure the obligations resulting for the BORROWER under this Agreement and, in particular, those included in Clauses TWENTY-SIX and TWENTY-SEVEN, and (ii) execution of any of the guarantees granted to secure this Agreement, and (iii) replacement of the Basic Case shown in Schedule I and the Amortisation Chart shown in Schedule III, when required due to conclusion of the IRS Agreements, as well as all other amendments to this Agreement that may be pertinent for any reason, and to execute the document of amendment to this Agreement that may be necessary for such purpose.

TWENTY-THREE.- ASSIGNMENTS

1.- Neither the BORROWER nor the GUARANTOR shall assign transfer, substitute or subrogate the rights and obligations contracted in this Agreement without the express, written and unanimous consent of all LENDERS.

2.- Any LENDER, at any time, and while its Participation in the Loan remains in force, may total or partially assign its contractual position in the Loan to another financial institution, provided the following requirements are fulfilled.

a) That the amount assigned is not less than 3 Million euros or the total amount lent by the assignor, in the event that this is lower.

b) That the assignor provides written communication of the assignment, name of the assignee, amount and date of effect thereof to the AGENT, at least Two (2) Business Days before it is to take effect. The assignor shall furnish the AGENT a copy of the document signed with the assignee, as soon as possible.

c) That the assignment does not represent an increase in cost or obligations for the BORROWER.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[45/186]

The assignments described in this point shall only be binding and effective in respect of the BORROWER, the LENDERS and the AGENT, and their respective successors, when all requirements set forth in the preceding paragraphs have been fulfilled.

3. The AGENT shall send the BORROWER written communication of the assignment at least one (1) Business Day before its date of effect, and that communication shall include information received by the assignor in accordance with the provisions of letter b) of point 2 above.

TWENTY-FOUR.- FORCE MAJEURE AND VARIATION IN CIRCUMSTANCES

1.- In the event that, due to a legal or statutory provision, with a supra-State, State or regional origin (or a new construction thereof), the LENDERS are imposed obligations such as coefficients, reserves or deposits, among others, that entail an increase in the cost of funds obtained in the Interbank Market to finance this Loan, or limitations are imposed, either on the rate of interest or on commissions, or of any other nature, that entail a decrease in the income to which the LENDERS are entitled by virtue of this Agreement, the BORROWER shall undertake to compensate the LENDER or LENDERS affected by those provisions, as from the time such increase in cost or decrease in income occurs, in the same proportion as the cost of those funds in increased and the income decreased, provided that LENDER or those LENDERS documentarily accredit that they have incurred in that increase in cost or decrease in income and have not included those increased costs or decreased income when determining the rate of interest, and that they determine the increased costs or lower income in the detailed and reasoned settlement.

Compensations shall be made by the payment of additional sums by the BORROWER, based on the reasoned settlement presented by the AGENT.

Notwithstanding the foregoing, the BORROWER shall be entitled to refund the participation of the LENDER affected by the provisions of this Clause, along with its pertinent interests and other items deriving from this Loan.

2.- When performance of the obligations deriving from this Agreement imply for any LENDER the infringement of any legal or statutory provisions or obligatory measures ordered or binding constructive criterion, issued by a competent Authority or Official Organism, the LENDER affected, having notified the BORROWER, through the AGENT, of the circumstances that led to the infringement or unlawful act, may declare cancellation of all its obligations within the 60 days following the date of the notification sent for such purpose to the BORROWER, through the AGENT.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[46/186]

The LENDERS shall adopt all reasonable measures to prevent or mitigate the effects of the circumstances established in this Clause and shall consult the BORROWER and the AGENT in good faith to seek the means for the above-mentioned purpose, including the transfer of their participation in this Agreement to other financial institutions that are not affected by the circumstances in question.

In the event that it is not possible to adopt those measures, the LENDERS affected and the BORROWER shall reach an agreement on the repayment of their participation. The pertinent ordinary interests calculated until the date on which payment is actually made shall also be payable, along with expenses and other amounts which, pursuant to this Agreement, are to be paid (which the BORROWER expressly accepts regardless of the circumstances that may concur).

TWENTY-FIVE.- COMMUNICATIONS AND NOTIFICATIONS BETWEEN THE PARTIES

1.- All communications between the LENDERS and the BORROWER in relation to this Agreement shall be made through the AGENT.

2.- All applications, notifications, notices and communications in general between the BORROWER and the AGENT or vice versa, and between the LENDERS, including the AGENT, and the BORROWER, or vice versa, that refer to this agreement or derive herefrom and for which no special formality is established, shall be understood to be duly made when, within the period determined in the Agreement, they are made by telex or telefax, addressed to the respective numbers and addresses designated in each case, without prejudice to subsequent confirmation by letter signed by an authorised person, with regard to communications made, or acknowledgement of receipt thereof in the same way as they are received.

The original of the telex or telefax showing receipt at the numbers indicated on the communications shall represent sufficient evidence of communication.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[47/186]

3.- The addresses, telephone, telex and telefax numbers of the BORROWER and of the LENDERS are those shown in Schedule IV to this Agreement.

4.- The BORROWER shall send its communications to the AGENT at the address shown in Schedule IV to this Agreement, who shall forward these to the other LENDERS in the manner established in the Agreement. The communication of assignments shall be made in the manner established in Clause TWENTY-THREE.

5.- No amendments to the addresses or telephone, telex or telefax numbers shown shall be effective until written notification has been sent to all parties or, as the case may be, to the AGENT and the latter has acknowledged receipt in the same manner. Similarly, the AGENT shall notify the BORROWER in writing, and the other LENDERS, of any change to its address or telephone, telex or telefax numbers shown in the said Schedule IV.

TWENTY-SIX.- GUARANTEES

1.- Guarantees necessary to make the first Loan Drawdown

As a prior requirement for the first drawdown from the Loan, the following guarantees shall have been granted to the satisfaction of the Agent:

a) Pledge of shares of the BORROWER

As a prior requirement for the first drawdown from the Loan, the shareholders of the BORROWER shall pledge to the LENDERS all shares that make up the share capital of the BORROWER, in accordance with the model pledge attached as Schedule V. The pledge of shares of the BORROWER shall be executed to secure Tranche A of this financing with preference over Tranche B.

b) Pledge of rights deriving from the Time-Charter Agreement

As a prior requirement for the first drawdown, the BORROWER shall have pledged to the LENDERS all rights with an economic content deriving from the Time-Charter Agreement, in accordance with the model provide in Schedule IV. This guarantee shall be granted in favour of Tranche A and Tranche B, although Tranche A shall have preference.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[48/186]

c) Pledge of all rights deriving from the Refund Guarantee

The BORROWER, as a prior requirement for the first and successive drawdowns, shall have pledged to all LENDERS (and that pledge shall have been accepted by the pertinent guarantor), all rights with an economic content that correspond under the refund guarantee or other guarantees acceptable to the AGENT, in accordance with the model attached as Schedule VII. This guarantee shall be granted with preference to Tranche A.

d) Pledge of balances in Accounts

The BORROWER shall undertake to pledge the balance of the Accounts, prior to the first drawdown from the Loan, and in accordance with the model attached as Schedule VIII. This guarantee shall be granted with preference to Tranche A and, subordinately, to Tranche B of this financing.

e) Pledge of rights deriving from the Construction Agreement

As a prior requirement for the first drawdown from the Loan, the BORROWER shall undertake to pledge to the LENDERS all rights with an economic content deriving from the Construction Agreement, in accordance with the model agreement attached as Schedule IX. This guarantee shall be granted with preference to Tranche A of this financing.

f) Guarantee of NAVIERA F. TAPIAS, S.A.

As a prior requirement for the first drawdown from the Loan, NAVIERA F. TAPIAS, S.A. shall grant to the satisfaction of the AGENT (i) a first demand guarantee over all aspects of this financing and (ii) an accountable guarantee at the requirement of the AGENT to furnish the BORROWER any amounts payable thereby to any third party in respect of any item other than payments in respect of principal, interests and commission deriving from this Agreement. Those guarantees shall be granted to the LENDERS participating in both Tranche A and in Tranche B, with preference to Tranche A.

In addition to the above, NAVIERA F. TAPIAS, S.A. shall undertake vis-a-vis the LENDERS of Tranche B to pay these an amount equivalent to the residual value of the Vessel on the Final Maturity Date. Accordingly, residual value shall be understood to be the amount that remains pending payment on the Final Maturity Date if, on that date, the BORROWER has not made the pertinent payment to which it is obliged. Those guarantees and undertakings shall be adapted to the model attached as Schedule X.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[49/186]

2.- Guarantees subsequent to the first drawdown

a) Vessel Mortgage

On the same date as delivery of the Vessel, either the BORROWER or, in the event of sale of the Vessel to an Economic Interest Group (in the event that a structure based on profits ex Additional Provision 15 of the Company Tax Act currently in force is adopted), the latter, shall constitute a first rank vessel mortgage to secure the obligations deriving from Tranche A and a second mortgage to secure the obligations deriving from Tranche B, in accordance with the model attached as Schedule XI. In the event that the Vessel Sale Agreement is entered into with the above-mentioned Economic Interest Group, the latter shall undertake to constitute that mortgage in the same agreement or in a separate document signed simultaneously. The BORROWER shall undertake to acquire the Vessel with the said mortgages at termination of the Bare Boat Charter Agreement entered into, as the case may be, in application of the same structure.

b) Pledge of rights deriving from the Insurance Contracts

At delivery of the Vessel, the BORROWER shall undertake to pledge to the LENDERS all rights corresponding under the Insurance Contracts, in accordance with the model agreement attached as Schedule XII. This guarantee shall be granted with preference to Tranche A of this financing.

In addition to the guarantees mentioned above, the BORROWER shall undertake to constitute any other guarantees over its assets or rights, at the requirement of the AGENT and to its satisfaction, whenever circumstances arise which, in the opinion of the AGENT, could affect the capacity of the BORROWER to perform its obligations under this Agreement or which derive from early maturity.

TWENTY-SEVEN.- EXPENSES

Independently of the payment obligations contracted in this Agreement in respect of Principal, Interests and Commissions, the BORROWER shall assume the obligation to pay any other expenses, taxes, arbitraments and other items, either present or future, that originate or become payable as a consequence of the execution and formalisation of this Agreement and all its guarantees, and which may be incurred in the performance of this operation, including the obtaining of funds by the LENDERS, as well as, by way of example, and among others, the following:

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[50/186]

a) Fees, brokerage and prepaid expenses of the Notaries Public mediating in the notarisation of this Agreement and the guarantees constituted (including the Vessel mortgage), the issue of copies, fees and registration expenses, notifications, requirements or formalities necessary for its performance.

b) Taxes, arbitraments, surcharges, rates, coefficients, either supra-State, State, regional or local, levied at the present time or in the future and while this Agreement remains in force, on its constitution, amendment, execution and extinction, except in relation to Company Tax that may be levied on the profits obtained by the LENDERS.

c) Judicial and extrajudicial costs and expenses, including the fees of Lawyers and Procurators, incurred as a consequence of execution of this Agreement.

d) Fees and expenses of external lawyers for the drafting and negotiation of this Agreement and external advisers (legal, technical, fiscal, taxation and others) of the LENDERS, as well as expenses for publication of the operation (if so decided by mutual agreement between the parties).

e) Expenses for constitution, audit, administration, taxes, rates payable by the BORROWER.

TWENTY-EIGHT.- EUROPEAN SINGLE CURRENCY

The parties declare to know that, as from 1 January 1999, the Spanish monetary system is the Euro, which has succeeded the peseta, which has no solution of continuity, as the national monetary system currency. Notwithstanding the foregoing, the peseta may continue to be used as an accounting unit of the monetary system in any legal document, as a subdivision of the Euro, pursuant to the rate of exchange in force, until 31 December 2001, and new legal documents that set forth monetary amounts arranged following 1 January 1999 may be expressed both in pesetas and in Euros, provided, in the latter case, that prior agreement exists between the parties.

In accordance with the provisions of article 14 of Act 46/1998, of 17 December, on the introduction of the Euro, as a general rule, any amount denominated in pesetas shall be executed in pesetas, whereas amounts expressed in Euros shall be executed in Euros. Notwithstanding the foregoing, all amounts denominated in Euros or in pesetas, payable in national territory by deposit into the account of the creditor, may be paid by the debtor in an equivalent amount, in both Euros and in pesetas. The amount shall be deposited into the account of the creditor in the denomination thereof.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[51/186]

The BORROWER shall be entitled, during the transitional period of coexistence of the peseta and the Euro, to pay the amounts due by virtue of this Agreement in pesetas or in the equivalent amount in Euros, and that amount shall be calculated pursuant to the exchange rate established in Act 46/1998, of 17 December, on the introduction of the Euro.

Accordingly, should the BORROWER wish to pay any amount due by virtue of this Agreement in Euros, it shall provide an amount in Euros which, having applied the exchange rate and having made the round-off established in Act 46/1998, of 17 December, on the introduction of the Euro, coincides with the amount due in pesetas.

TWENTY-NINE.- FISCAL REGIME

Given that this Agreement represents a regular and typical operation in the activity of the LENDERS, it is not subject to Capital Transfer Tax, in accordance with the provisions of articles 7.5 and 45, 1, B, 15 of Legislative Royal Decree 1/1993, of 24 September 1993, approving the Recast Wording of the Capital Transfer Tax Act, and the operation is exempt from Value Added Tax, in accordance with the provisions of article 20, number 1, point 18, letter c) of Act 37/1992, of 28 December, approving that tax.

THIRTY.- GOVERNING LAW AND JURISDICTION

This Agreement shall be construed and performed in its own terms and shall be governed by Spanish Legislation.

For the resolution of all controversies that may arise in relation to the performance, execution and construction of this Agreement, in accordance with the provisions of article 1.439 of the Civil Procedure Act, the parties agree to submit to the jurisdiction of the Courts and Tribunals of the City of Madrid, inasmuch as this is the place where the obligations that derive from this Agreement are to be performed.

THIRTY-ONE.- MERCANTILE POLICY

This Agreement and its possible amendments are formalised in a Policy mediated by Notary Public so that all amounts due by virtue hereof shall have the qualification of Notarised Loan, for all effects established in Article 1429.6 of the Civil Procedure Act, as well as Articles 913.4 and 914.2 of the Commercial Code, in relation to Article 916.2 of the same Code, and other legal provisions applicable.

[Stamp with the mention:
`WITH MY MEDIATION In the terms shown in the certificate of mediation.']
[Handwritten signature]
[52/186]

This Agreement is set forth in a Policy that comprises 52 pages and 12 Schedules and in 7 documents which are all originals, a counterpart of which is given to each of the LENDERS, another to the BORROWER, another to AHORRO CORPORACION FINANCIERA, S.V.B., S.A. and a counterpart to the Mediating Notary Public. The Parties, by signature on the last page, express their full agreement with the entire content of this Agreement, in witness whereof, and with the consent of the signatories, the mediating Notary Public, who attests to the identity and capacity of the Parties, to the authenticity of their signatures and to all that is arranged in the Agreement, and having made the legal warnings and, in particular, those relative to article 1.714 of the Civil Code, seals and signs all pages, and attributes the value of original to all copies, which shall have full Commercial and Procedural effects.

[An illegible signature]
NAVIERA F. TAPIAS GAS III, S.A.
Andres Luna Abella

[An illegible signature]
NAVIERA F. TAPIAS, S.A.
Andres Luna Abella

[An illegible signature]
CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA
M(a) Victoria Vazquez Sacristan

[Two illegible signatures]
CAJA DE AHORROS Y PENSIONES DE BARCELONA
Juan Plana Garcia and Juan-Gualberto Orduna Ponti

[Two illegible signatures]
CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID
Victor Manuel Roman Garcia and Jose Antonio Frej Jimenez

[An illegible signature]
INSTITUTO DE CREDITO OFFICIAL
Rosario Casero Echeverri

[An illegible signature]
AHORRO CORPORACION FINANCIERA, S.V.B., S.A.
Luis Sanchez Guerra Roig

With my intervention, the Chartered Commerce Broker

WITH MY MEDIATION in accordance with what is established and authorised by the regulation on Commerce Brokers, and I hereby attest that this document comprises 186 pages, which I seal and paraph (Ministerial Order 28.05.1998). I further attest that all references made to the Charted Commerce Broker shall be understood to be made to Notary. In Madrid, on the second of October two thousand.

  YO, RUTH ADELINO RAMOS, INTERPRETE      I, RUTH ADELINO RAMOS, SWORN ENGLISH
JURADO DE INGLES, CERTIFICO QUE LA QUE    TRANSLATOR, HEREBY CERTIFY THAT THIS
   ANTECEDE ES UNA TRADUCCION FIEL Y      DOCUMENT IS AN ACCURATE AND COMPLETE
  COMPLETA AL INGLES DE UN DOCUMENTO      TRANSLATION INTO ENGLISH OF A DOCUMENT
         REDACTADO EN ESPANOL.                    WRITTEN IN SPANISH.
 EN MADRID, A 25 DE NOVIEMBRE DE 2004.         MADRID, 25 NOVEMBER 2004.

In Santa Cruz de Tenerife, on 1 August 2003.

With the mediation of Mr. Nicolas Quintana Plasencia, a Member of the Chartered Institute of Notaries of Santa Cruz de Tenerife.

PARTIES

Of the one part,

Ms. Maria Soledad Sanchez Gonzalez, of legal age, with National Identity Document number 51.438.128-P and a professional address in Madrid, calle Musgo number 5, who acts in the name and on behalf of NAVIERA F. TAPIAS GAS III, S.A. (hereinafter denominated the "BORROWER"), with registered offices at c/ Musgo no. 5, 28023 Madrid and B.I.N. A-82715756, by virtue of the power granted before Madrid Notary Mr. Francisco Echavarri Lomo, on 17 July 2003, with number 1.863 of his protocol.

And of the other,

Mr. Enrique Lago Velando, of legal age, with a professional address in Vigo, Avenida de Garcia Barbon and with National Identity Document number 36.083.530-A, who acts in the name and on behalf of CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA" or the "AGENT"), with registered offices in Vigo, Avenida Garcia Barbon 1 and 3 and B.I.N. G-36600369, acting in its own name and right and in the name and on behalf of a Syndicate of banks composed of CAIXA D'ESTALVIS I PENSIONS DE BARCELONA, CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID, CAIXA D'ESTALVIS DE CATALUNYA, CAJA DE AHORROS DE CASTILLA LA MANCHA, CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA, CAJA DE AHORROS DE MURCIA, CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA, CAJA DE AHORROS MUNICIPAL DE BURGOS, CAJA DE AHORROS DEL MEDITERRANEO, MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA "UNICAJA", INSTITUTO DE CREDITO OFICIAL, CAJA DE AHORROS DE SANTANDER Y CANTABRIA, BANCO GALLEGO, S.A., CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ, and LICO LEASING, S.A., E.F.C., which granted NAVIERA F. TAPIAS GAS III, S.A. the Loan Agreement referred to in the recitals of this document (hereinafter denominated the "LENDERS", which denomination also includes the AGENT).

He acts by virtue of the authorities he was conferred in the public deed executed on 17 July 2003 before Vigo Notary Mr. Miguel Lucas Sanchez, with number 1.135 of his protocol, and of the power contained in Clause 22.7 of the Loan Agreement to which reference will be made hereinbelow.

RECITALS

I. Whereas on 2 October 2000, and with the mediation of Madrid Notary Mr. Jose Enrique Cachon Blanco, the BORROWER entered into a syndicated loan agreement with CAIXANOVA, LA CAIXA, CAJA MADRID and ICO for an amount of 150,710,000 Euros. Subsequently, the remaining LENDERS joined the loan agreement by virtue of an agreement on amendment and assignment of participations signed before Madrid Notary Mr. Luis Ramallo Garcia on 31 October 2000 and by virtue of another agreement on the assignment of participations signed on 15 December 2000 before the same notary, Mr. Luis Ramallo Garcia. Hereinafter, the loan agreement and the amendments and assignments mentioned in this recital shall be denominated the "LOAN AGREEMENT".

II. Whereas the Loan Agreement establishes, in its clause TWENTY-TWO 7, that the AGENT shall be granted authorities so that, on behalf of the syndicate of LENDERS, he may substitute the Basic Case of the Loan Agreement whenever necessary due to the conclusion of the IRS Agreements, and to make other amendments or to grant the documents that may be required for such purpose.

III. Whereas in the agreement on amendment and assignment of participations signed by the parties (inter alia) on 31 October 2000, with the mediation of Madrid Notary Mr. Luis Ramallo Garcia, it was agreed to substitute the Basic Case of the Loan Agreement, inasmuch as the IRS Agreements were concluded on that date.

IV. Whereas notwithstanding the foregoing, the parties have detected that determined material errors occurred in the Basic Case incorporated in the agreement mentioned in recital III hereof, as the correct figures obtained once the IRS Agreement had been concluded were not included in the basic case attached to that agreement.

V. Whereas, accordingly, they wish to substitute the Basic Case of the Loan Agreement, with the sole aim of remedying the error mentioned in the preceding recital and to include the correct figures that result from conclusion of the IRS Agreements, which they do by signature of this agreement on remedy, which shall be governed by the following

CLAUSES

ONE.- SUBSTITUTION OF THE BASIC CASE OF THE LOAN AGREEMENT

To remedy the errors that occurred in the basic case attached to the agreement on amendment and assignment of participations signed on 31 October 2000, with the mediation of Madrid Notary Mr. Luis Ramallo Garcia, the parties agree to substitute the Basic Case of the Loan Agreement for the Basic Case attached hereto as Appendix I.

Accordingly, all references made in the Loan Agreement to the Basic Case shall be understood to refer to the new Basic Case attached hereto as Appendix I.

TWO.-TERMS DEFINED

Terms that have not already been defined in this agreement shall be construed in accordance with and pursuant to the Loan Agreement.

THREE.- EXPENSES AND TAXES

All expenses and taxes incurred in the execution and conclusion of this agreement shall be paid by the BORROWER, including the fees and brokerage of Notaries Public and legal advisers.

FOUR.- GOVERNING LAW AND JURISDICTION

This agreement shall be construed and performed in its own terms and shall be governed by Spanish legislation.

The parties expressly submit to the non-exclusive jurisdiction of the Courts and Tribunals of Madrid for the resolution of all discrepancies that may arise in relation to the performance, execution and construction of this agreement.

In witness whereof, the parties sign this document, in triplicate and for one sole effect, with the mediation of the Notary, at the place and on the date ut supra.

The parties, by signature on the last page, express their full agreement with the entire content of this agreement, and for a true record and with the consent of the signatories, the mediating Notary Public, attesting to the identity and capacity of the parties, to the authenticity of their signatures and to all that is set forth in the agreement, and having made the legal warnings, seals and signs all pages, and attributes to all counterparts so attested the value of original and full commercial and procedural effects.

[Signature of Soledad Sanchez]

NAVIERA F. TAPIAS GAS III, S.A.

[An illegible signature]

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA

[The round rubber-stamp of the Notary, Nicolas Quintana Plasencia, is affixed to all pages]

ANNEX I

BASIC CASE

(ILLEGIBLE)

Estimated rate of reinvestment 2,65%

NOTE: The balance in each date can never be lower than the one corresponding in the table

                                ACCUMULATED
   DATE                           BALANCE
-----------                    -------------
 15-Aug-03
 30-Aug-03
 30-Sep-03                         95.350,68
 31-Oct-03                        191.019,86
 30-Nov-03                        286.800,55
 31-Dec-03                        382.776,02
 31-Jan-04                        478.988,36
 29-Feb-04                        575.417,29
 31-Mar-04                        671.979,72
 30-Apr-04                        768.843,10
 31-May-04                        865.868,68
 30-Jun-04                        963.168,52
 31-Jul-04                      1.060.617,44
 31-Aug-04                      1.158.355,67
 30-Sep-04                      1.256.313,92
(ILLEGIBLE)                     1.354.401,45
 30-Nov-04                      1.452.801,02
 31-Dec-04                      1.551.316,60
 31-Jan-05                      1.650.159,44
 28-Feb-05                      1.749.224,78
 31-May-05                      1.848.132,07
 30-Apr-05                      1.947.643,07
 31-May-05                      2.047.236,65
 30-Jun-05                      2.147.195,85
 31-May-05                      2.247.224,16
 31-Aug-05                      2.347.633,55
 30-Sep-05                      2.448.268,98
 31-Aug-05                      2.548.953,16
 30-Nov-05                      2.650.041,77
 31-Dec-05                      2.751.165,59
 31-Jan-06                      2.852.709,33
 28-Feb-06                      2.954.481,73
 31-Mar-06                      3.055.839,60

 30-Apr-06                      3.158.069,26
 31-May-06                      3.260.299,73
 30-Jun-06                      3.362.989,65
 31-Jul-06                      3.465.666,54
 31-Aug-06                      3.568.818,76
 30-Sep-06                      3.672.203,19
 31-Oct-06                      3.775.553,69
 30-Nov-06                      3.879.403,50
 31-Dec-06                      3.983.205,37
 31-Jan-07                      4.087.522,63
 28-Feb-07                      4.192.074,71
 31-Mar-07                      4.295.948,91
 30-Apr-07                      4.400.970,18
 31-May-07                      4.505.908,28
 30-Jun-07                      4.611.402,18
 31-Jul-07                      4.716.788,71
 31-Aug-07                      4.822.767,35
 30-Sep-07                      4.928.974,53
 31-Oct-07                      5.035.062,88
 30-Nov-07                      5.141.747,96
 31-Dec-07                      5.248.299,83
 31-Jan-08                      5.350.464,93
(ILLEGIBLE)
 30-Apr-08                      5.677.614,67
 31-May-08                      5.785.333,91
 30-Jun-08                      5.893.707,93
 31-Jul-08                      6.001.897,92
 31-Aug-08                      6.110.759,44
 30-Sep-08                      6.219.866,02
 31-Oct-08                      6.328.766,55
 30-Nov-08                      6.438.363,88
 31-Dec-08                      6.547.740,40
 31-Jan-09                      6.657.830,66
 28-Feb-09                      6.788.168,75
 31-Mar-09                      6.877.280,79
 30-Apr-09                      6.988.112,88
 31-May-09                      7.096.687,01
 30-Jun-09                      7.210.017,51
 31-Jul-09                      7.321.075,06
 31-Aug-09                      7.482.906,17
 30-Sep-09                      7.544.989,03
 31-Oct-09                      7.656.776,30
 30-Nov-09                      7.769.363,11
 31-Dec-09                      7.881.639,18

                                                                               8

 31-Jan-10                      7.994.732,18
 28-Feb-10                      8.108.079,76
 31-Mar-10                      8.219.916,17
 30-Apr-10                      8.333.770,65
 31-May-10                      8.447.276,28
 30-Jun-10                      8.561.642,57
 31-Jul-10                      8.675.644,81
 31-Aug-10                      8.790.524,99
 30-Sep-10                      8.905.633,97
 31-Oct-10                      9.020.415,45
 30-Nov-10                      9.136.071,94
 31-Dec-10                      9.251.323,36
 31-Jan-11                      9.367.501,65
 28-Feb-11                      9.483.989,46
 31-Mar-11                      9.598.503,33
 30-Apr-11                      9.715.531,30
 31-May-11                      9.832.047,06
 30-Jun-11                      9.941.530,61
 31-Jul-11                     10.066.556,13
 31-Aug-11                     10.184.567,58
 30-Sep-11                     10.302.844,69
 31-Oct-11                     10.421.639,89
 30-Nov-11                     10.539.448,42
 31-Dec-11                     10.657.759,06
 31-Jan-12                     10.767.101,37
 29-Feb-12                     10.896.712,32
 31-Mar-12                     11.015.009,98
 30-Apr-12                     11.135.156,49
 31-May-12                     11.254.764,87
 30-Jun-12                     11.375.451,09
 31-Jul-12                     11.495.582,95
 31-Aug-12                     11.616.811,28
 30-Sep-12                     11.738.312,50
 31-Oct-12                     11.859.234,84
 30-Nov-12                     11.981.281,78
 31-Dec-12                     12.102.733,43
 31-Jan-13                     12.225.328,51
 28-Feb-13                     12.348.199,56
 31-Mar-13                     12.468.657,17
 30-Apr-13                     12.592.075,98
 30-Jun-13                      ILLEGIBLE
 31-Jul-13                     12,962,151.06
 31-Aug-13                     13,086,680.77
 30-Sep-13                     13,211,490.80
 31-Oct-13                     13,335,622.43

                                                                               9

 30-Nov-13                     13,460,992.86
 31-Dec-13                     13,585,668.03
 31-Jan-14                     13,711,601.33
 28-Feb-14                     13,837,818.12
 31-Mar-14                     13,961,304.50
 30-Apr-14                     14,088,083.40
 31-May-14                     14,214,124.67
 30-Jun-14                     14,341,472.69
 31-Jul-14                     14,468,065.96
 31-Aug-14                     14,595,985.62
30-Sept-14                     14,724,193.25
 31-Oct-14                     14,861,620.27
 30-Nov-14                     14,980,403.35
 31-Dec-14                     15,108,388.52
 31-Jan-15                     15,237,749.61
 28-Feb-15                     15,367,401.91
 31-Mar-15                     15,493,998.31
 30-Apr-15                     15,624,227.44
 31-May-15                     15,753,615.17
 30-Jun-15                     15,884,428.72
 31-Jul-15                     16,014,383.29
 31-Aug-15                     16,145,783.87
30-Sept-15                     16,277,480.23
 31-Oct-15                     16,408,291.05
 30-Nov-15                     16,540,578.35
 31-Dec-15                     16,671,962.33
 31-Jan-16                     16,804,843.17
 29-Feb-16                     16,938,023.14
 31-Mar-16                     17,069,042.97
 30-Apr-16                     17,202,817.68
 31-May-16                     17,335,644.33
 30-Jun-16                     17,470,019.19
 31-Jul-16                     17,603,427.93
 31-Aug-16                     17,738,405.59
30-Sept-16                     17,873,687.10
 31-Oct-16                     18,007,975.23
 30-Nov-16                     18,143,863.56
 31-Dec-16                     18,278,740.26
 31-Jan-17                     18,415,238.12
 29-Feb-17                     18,552,043.24
 31-Mar-17                     18,685,114.80
 30-Apr-17                     18,822,527.44
 31-May-17                     18,958,882.59
 30-Jun-17                     19,096,911.51
 31-Jul-17                     19,233,864.41

                                                                              10

 31-Aug-17                     19,372,512.33
30-Sept-17                     19,511,472.37
 31-Oct-17                     19,649,328.38
 30-Nov-17                     19,788,911.55
 31-Dec-17                     19,927,371.96
 31-Jan-18                     20,067,581.03
 28-Feb-18                     20,208,105.74
 31-Mar-18                     20,344,544.48
 30-Apr-18                     20,485,692.66
 31-May-18                     20,625,670.98
 30-Jun-18                     20,767,452.00
 31-Jul-18                     20,908,044.13

30-Sept-18                      ILLEGIBLE
 31-Oct-18                     21,334,717.66
 30-Nov-18                     21,478,094.81
 31-Dec-18                     21,620,235.06
 31-Jan-19                     21,764,254.93
 28-Feb-19                     21,908,599.01
 31-Mar-19                     22,048,495.27
 30-Apr-19                     22,193,479.20
 31-May-19                     22,337,177.90
 30-Jun-19                     22,482,811.68
 31-Jul-19                     22,627,140.69
 31-Aug-19                     22,773,427.20
30-Sept-19                     22,920,043.02
 31-Oct-19                     23,065,324.52
 30-Nov-19                     23,212,597.43
 31-Dec-19                     23,358,516.26
 31-Jan-20                     23,506,449.17
 29-Feb-20                     23,654,715.09
 31-Mar-20                     23,799,879.35
 30-Apr-20                     23,948,805.81
 31-May-20                     24,096,328.45
 30-Jun-20                     24,245,922.24
 31-Jul-20                     24,394,092.14
 31-Aug-20                     24,544,356.23
30-Sept-11                     24,694,958.58
 31-Oct-20                     24,844,106.70
 30-Nov-20                     24,995,383.81
 31-Dec-20                     25,145,186.40
 31-Jan-21                     25,297,141.28
 28-Feb-21                     25,449,438.21
 31-Mar-21                     25,596,533.88
 30-Apr-21                     25,749,504.78

                                                                              11

 31-May-21                     25,900,950.20
 30-Jun-21                     26,054,606.37
 31-Jul-21                     26,206,716.46
 31-Aug-21                     26,361,060.93
30-Sept-21                     26,515,752.85
 31-Oct-21                     26,668,867.53
 30-Nov-21                     26,824,252.36
 31-Dec-21                     26,978,039.10
 31-Jan-22                     27,134,119.89
 28-Feb-22                     27,290,552.04
 31-Mar-22                     27,441,391.15
 30-Apr-22                     27,598,515.00
 31-May-22                     27,753,988.45
 30-Jun-22                     27,911,815.98
 31-Jul-22                     28,067,971.96
 31-Aug-22                     28,226,506.30
30-Sept-22                     28,385,397.51
 31-Oct-22                     28,542,585.17
 30-Nov-22                     28,702,187.91
 31-Dec-22                     28,860,06*.69
 31-Jan-23                     29,020,383.11
 28-Feb-23                     29,181,061.42
 31-Mar-23                     29,335,744.40
 30-Apr-23                     29,497,132.61
 31-May-23                     29,656,742.16
 30-Jun-23                     29,818,852.97
 31-Jul-23                     29,979,163.39
 31-Aug-23                     30,142,000.00

                                      TRANCHE A                                  TRANCHE B
                 -----------------------------------------------       ----------------------------
                     Balance          Interests        Repayment          Balance         Interests
                 --------------      ----------       ----------       -------------     ----------
(ILLEGIBLE)      120.568.000,00                                        30.142.000,00
(ILLEGIBLE)      120.568.000,00      366.727,67                        30.142.000,00      94.947,30
(ILLEGIBLE)      120.344.858,84      733.455,33       223.141,16       30.142.000,00     189.894,60
(ILLEGIBLE)      120.120.360,24      732.097,89       224.498,60       30.142.000,00     189.894,60
(ILLEGIBLE)      119.894.495,95      730.732,19       225.864,29       30.142.000,00     189.894,60
(ILLEGIBLE)      119.667.257,64      729.358,18       227.238,31       30.142.000,00     189.894,60
(ILLEGIBLE)      119.438.636,97      727.975,82       228.620,67       30.142.000,00     189.894,60
(ILLEGIBLE)      119.208.625,52      726.585,04       230.011,45       30.142.000,00     189.894,60
(ILLEGIBLE)      118.977.214,83      725.185,81       231.410,69       30.142.000,00     189.894,60
(ILLEGIBLE)      118.744.396,40      723.778,06       232.818,43       30.142.000,00     189.894,60
(ILLEGIBLE)      118.510.161,66      722.361,74       234.234,74       30.142.000,00     189.894,60
(ILLEGIBLE)      118.274.501,98      720.936,82       235.659,68       30.142.000,00     189.894,60
(ILLEGIBLE)      118.037.408,71      719.503,22       237.093,27       30.142.000,00     189.894,60
(ILLEGIBLE)      117.798.873,13      718.060,90       238.535,58       30.142.000,00     189.894,60
(ILLEGIBLE)      117.558.886,45      716.609,81       239.986,68       30.142.000,00     189.894,60
(ILLEGIBLE)      117.317.439,85      715.149,89       241.446,60       30.142.000,00     189.894,60
(ILLEGIBLE)      117.074.524,45      713.681,09       242.915,40       30.142.000,00     189.894,60
(ILLEGIBLE)      116.830.131,32      712.203,36       244.393,13       30.142.000,00     189.894,60
(ILLEGIBLE)      116.584.251,46      710.716,63       245.879,86       30.142.000,00     189.894,60
(ILLEGIBLE)      116.336.875,83      709.220,86       247.375,63       30.142.000,00     189.894,60
(ILLEGIBLE)      116.087.995,34      707.715,99       248.880,49       30.142.000,00     189.894,60
(ILLEGIBLE)      115.837.600,82      706.201,97       250.394,52       30.142.000,00     189.894,60
(ILLEGIBLE)      115.585.683,07      704.678,74       251.917,75       30.142.000,00     189.894,60
(ILLEGIBLE)      115.332.232,82      703.146,24       253.450,25       30.142.000,00     189.894,60
(ILLEGIBLE)      115.077.240,74      701.604,42       254.992,08       30.142.000,00     189.894,60
(ILLEGIBLE)      114.820.697,47      700.053,21       256.543,27       30.142.000,00     189.894,60
(ILLEGIBLE)      114.562.593,55      698.492,58       258.103,92       30.142.000,00     189.894,60
(ILLEGIBLE)      114.302.919,51      696.922,44       259.674,04       30.142.000,00     189.894,60
(ILLEGIBLE)      114.041.665,78      695.342,76       261.253,73       30.142.000,00     189.894,60
(ILLEGIBLE)      113.778.822,76      693.753,47       262.843,02       30.142.000,00     189.894,60
(ILLEGIBLE)      113.514.380,77      692.154,51       264.441,99       30.142.000,00     189.894,60
(ILLEGIBLE)      113.248.330,10      690.545,82       266.050,67       30.142.000,00     189.894,60
(ILLEGIBLE)      112.980.660,95      688.927,34       267.669,15       30.142.000,00     189.894,60
(ILLEGIBLE)      112.711.363,48      687.299,02       269.297,47       30.142.000,00     189.894,60
(ILLEGIBLE)      112.440.427,78      685.660,79       270.935,70       30.142.000,00     189.894,60
(ILLEGIBLE)      112.167.843,90      684.012,30       272.583,88       30.142.000,00     189.894,60
(ILLEGIBLE)      111.893.601,79      682.354,38       274.242,11       30.142.000,00     189.894,60
(ILLEGIBLE)      111.617.691,38      680.686,08       275.910,41       30.142.000,00     189.894,60
(ILLEGIBLE)      111.340.102,51      679.007,62       277.588,87       30.142.000,00     189.894,60
(ILLEGIBLE)      111.060.824,98      677.318,96       279.277,53       30.142.000,00     189.894,60

(ILLEGIBLE)      110.779.848,51      675.620,02       280.976,47       30.142.000,00     189.894,60
(ILLEGIBLE)      110.497.162,76      673.910,75       282.685,75       30.142.000,00     189.894,60
(ILLEGIBLE)      110.212.757,34      672.191,07       284.405,42       30.142.000,00     189.894,60
(ILLEGIBLE)      109.926.621,80      670.460,94       286.135,54       30.142.000,00     189.894,60
(ILLEGIBLE)      109.638.745,59      668.720,28       287.876,21       30.142.000,00     189.894,60
(ILLEGIBLE)      109.349.118,13      666.969,04       289.627,46       30.142.000,00     189.894,60
(ILLEGIBLE)      109.057.728,78      665.207,14       291.389,35       30.142.000,00     189.894,60
(ILLEGIBLE)      108.764.566,81      663.434,52       293.161,97       30.142.000,00     189.894,60
(ILLEGIBLE)      108.469.621,43      661.651,11       294.945,38       30.142.000,00     189.894,60
(ILLEGIBLE)      108.172.881,80      659.856,86       296.739,63       30.142.000,00     189.894,60
(ILLEGIBLE)      107.874.337,01      658.051,70       298.544,79       30.142.000,00     189.894,60
(ILLEGIBLE)      107.573.976,07      656.235,55       300.360,94       30.142.000,00     189.894,60
(ILLEGIBLE)      107.271.787,94      654.408,35       302.188,14       30.142.000,00     189.894,60
 31-Jan-08         (ILLEGIBLE)       (ILLEGIBLE)      (ILLEGIBLE)      30.142.000,00     189.894,60
 29-Feb-08       106.354.148,86      648.859,80       307.736,69       30.142.000,00     189.894,60
 31-Mar-08       106.044.540,11      646.987,74       309.608,75       30.142.000,00     189.894,60
 30-Apr-08       105.733.047,91      645.104,29       311.492,20       30.142.000,00     189.894,60
 31-May-08       105.419.660,79      643.209,37       313.387,12       30.142.000,00     189.894,60
 30-Jun-08       105.104.367,24      641.302,94       315.293,55       30.142.000,00     189.894,60
 31-Jul-08       104.787.155,65      639.384,90       317.211,59       30.142.000,00     189.894,60
 31-Aug-08       104.468.014,36      637.455,20       319.141,29       30.142.000,00     189.894,60
 30-Sep-08       104.146.931,62      635.513,75       321.082,74       30.142.000,00     189.894,60
 31-Oct-08       103.823.895,63      633.560,50       323.035,99       30.142.000,00     189.894,60
 30-Nov-08       103.498.894,51      631.595,37       325.001,12       30.142.000,00     189.894,60
 31-Dec-08       103.171.916,29      629.618,27       326.978,22       30.142.000,00     189.894,60
 31-Jan-09       102.842.948,96      627.629,16       328.967,33       30.142.000,00     189.894,60
 28-Feb-09       102.511.980,41      625.627,94       330.968,55       30.142.000,00     189.894,60
 31-Mar-09       102.178.998,46      623.614,55       332.981,95       30.142.000,00     189.894,60
 30-Apr-09       101.843.990,88      621.586,91       335.007,58       30.142.000,00     189.894,60
 31-May-09       101.506.945,34      619.550,94       337.045,54       30.142.000,00     189.894,60
 30-Jun-09       101.167.849,43      617.500,58       339.095,91       30.142.000,00     189.894,60
 31-Jul-09       100.826.690,69      615.437,75       341.158,74       30.142.000,00     189.894,60
 31-Aug-09       100.483.456,57      613.362,37       343.234,12       30.142.000,00     189.894,60
 30-Sep-09       100.138.134,44      611.274,36       345.322,13       30.142.000,00     189.894,60
 31-Oct-09        99.790.711,60      609.173,65       347.422,84       30.142.000,00     189.894,60
 30-Nov-09        99.441.175,27      607.060,16       349.536,33       30.142.000,00     189.894,60
 31-Dec-09        99.089.512,60      604.933,82       351.662,67       30.142.000,00     189.894,60
 31-Jan-10        98.735.710,65      602.794,53       353.801,95       30.142.000,00     189.894,60
 28-Feb-10        98.379.756,39      600.642,24       355.954,26       30.142.000,00     189.894,60
 31-Mar-10        98.021.636,76      598.476,85       358.119,63       30.142.000,00     189.894,60
 30-Apr-10        97.661.338,56      596.298,29       360.298,20       30.142.000,00     189.894,60
 31-May-10        97.298.848,54      594.106,48       362.490,02       30.142.000,00     189.894,60
 30-Jun-10        96.934.153,38      591.901,33       364.695,16       30.142.000,00     189.894,60
 31-Jul-10        96.567.239,66      589.682,77       366.913,72       30.142.000,00     189.894,60

 31-Aug-10        96.198.093,88      587.450,71       369.145,78       30.142.000,00     189.894,60
 30-Sep-10        95.826.702,46      585.205,07       371.391,42       30.142.000,00     189.894,60
 31-Oct-10        95.453.051,74      585.945,77       373.650,72       30.142.000,00     189.894,60
 30-Nov-10        95.077.127,98      580.672,73       375.923,76       30.142.000,00     189.894,60
 31-Dec-10        94.698.917,35      578.385,86       378.210,63       30.142.000,00     189.894,60
 31-Jan-11        94.318.405,94      576.085,08       380.511,41       30.142.000,00     189.894,60
 28-Feb-11        93.935.579,76      573.770,30       382.826,18       30.142.000,00     189.894,60
 31-Mar-11        93.550.424,71      571.441,44       385.155,05       30.142.000,00     189.894,60
 30-Apr-11        93.162.926,64      569.098,42       387.498,07       30.142.000,00     189.894,60
 31-May-11        92.773.071,28      566.741,14       389.855,36       30.142.000,00     189.894,60
 30-Jun-11        92.380.844,31      564.369,52       392.226,97       30.142.000,00     189.894,60
 31-Jul-11        91.986.231,29      561.983,47       394.613,02       30.142.000,00     189.894,60
 31-Aug-11        91.589.217,71      559.582,91       397.013,58       30.142.000,00     189.894,60
 30-Sep-11        91.189.788,96      557.167,74       399.428,75       30.142.000,00     189.894,60
 31-Oct-11        90.787.930,35      554.737,88       401.858,61       30.142.000,00     189.894,60
 30-Nov-11        90.383.627,10      552.293,24       404.303,25       30.142.000,00     189.894,60
 31-Dec-11        89.976.864,35      549.883,73       406.762,75       30.142.000,00     189.894,60
 31-Jan-12        89.567.627,11      547.359,26       409.237,24       30.142.000,00     189.894,60
 29-Feb-12        89.155.900,36      544.869,73       411.726,75       30.142.000,00     189.894,60
 31-Mar-12        88.741.668,93      542.365,06       414.231,43       30.142.000,00     189.894,60
 30-Apr-12        88.324.917,59      539.845,15       416.751,34       30.142.000,00     189.894,60
 31-May-12        87.905.631,01      537.309,92       419.286,58       30.142.000,00     189.894,60
 30-Jun-12        87.483.793,78      534.759,26       421.837,23       30.142.000,00     189.894,60
 31-Jul-12        87.059.390,37      532.193,08       424.403,41       30.142.000,00     189.894,60
 31-Aug-12        86.632.405,17      529.611,29       426.985,20       30.142.000,00     189.894,60
 30-Sep-12        86.202.822,48      527.013,80       429.582,69       30.142.000,00     189.894,60
 31-Oct-12        85.770.626,49      524.400,50       432.195,99       30.142.000,00     189.894,60
 30-Nov-12        85.335.801,31      521.771,31       434.825,18       30.142.000,00     189.894,60
 31-Dec-12        84.898.330,95      519.126,12       437.470,36       30.142.000,00     189.894,60
 31-Jan-13        84.458.199,30      516.464,85       440.131,65       30.142.000,00     189.894,60
 28-Feb-13        84.015.390,19      513.787,38       442.809,11       30.142.000,00     189.894,60
 30-Apr-13         (ILLEGIBLE)       (ILLEGIBLE)      (ILLEGIBLE)      30.142.000,00     189.894,60
 31-May-13        82.670.734,68      505.656,85       450.939,64       30.142.000,00     189.894,60
(ILLEGIBLE)       82.217.051,83      502.916,64       453.682,85       30.142.000,00     189.894,60
(ILLEGIBLE)       81.760.609,07      500.153,73       456.442,76       30.142.000,00     189.894,60
(ILLEGIBLE)       81.301.389,62      497.377,04       459.219,45       30.142.000,00     189.894,60
(ILLEGIBLE)       80.839.376,58      494.583,45       462.013,04       30.142.000,00     189.894,60
(ILLEGIBLE)       80.374.552,96      491.772,87       464.823,62       30.142.000,00     189.894,60
(ILLEGIBLE)       79.906.901,67      488.945,20       467.651,29       30.142.000,00     189.894,60
(ILLEGIBLE)       79.436.405,50      486.100,32       470.496,17       30.142.000,00     189.894,60
(ILLEGIBLE)       78.963.047,14      483.238,13       473.358,36       30.142.000,00     189.894,60
(ILLEGIBLE)       78.486.809,19      480.358,54       476.237,95       30.142.000,00     189.894,60
(ILLEGIBLE)       78.007.674,12      477.461,42       479.135,07       30.142.000,00     189.894,60
(ILLEGIBLE)       77.525.624,32      474.546,68       482.049,80       30.142.000,00     189.894,60

(ILLEGIBLE)       77.040.642,04      471.614,21       484.982,28       30.142.000,00     189.894,60
(ILLEGIBLE)       76.552.709,46      468.663,91       487.932,58       30.142.000,00     189.894,60
(ILLEGIBLE)       76.061.808,62      465.695,65       490.900,84       30.142.000,00     189.894,60
(ILLEGIBLE)       75.567.921,46      462.709,34       493.887,16       30.142.000,00     189.894,60
(ILLEGIBLE)       75.071.029,83      459.704,86       496.891,63       30.142.000,00     189.894,60
(ILLEGIBLE)       74.571.115,44      456.682,10       499.914,39       30.142.000,00     189.894,60
(ILLEGIBLE)       74.068.159,90      453.640,95       502.955,54       30.142.000,00     189.894,60
(ILLEGIBLE)       73.562.144,71      450.581,31       506.015,19       30.142.000,00     189.894,60
(ILLEGIBLE)       73.053.051,27      447.503,05       509.093,44       30.142.000,00     189.894,60
(ILLEGIBLE)       72.540.860,84      444.406,06       512.190,43       30.142.000,00     189.894,60
(ILLEGIBLE)       72.025.554,59      441.290,24       515.306,25       30.142.000,00     189.894,60
(ILLEGIBLE)       71.507.113,56      438.155,46       518.441,03       30.142.000,00     189.894,60
(ILLEGIBLE)       70.985.518,67      435.001,61       521.594,89       30.142.000,00     189.894,60
(ILLEGIBLE)       70.460.750,76      431.828,57       524.767,91       30.142.000,00     189.894,60
(ILLEGIBLE)       69.837.790,50      428.636,23       622.960,26       30.142.000,00     189.894,60
(ILLEGIBLE)       69.401.618,49      425.424,48       436.172,01       30.142.000,00     189.894,60
(ILLEGIBLE)       68.867.215,18      422.193,18       534.403,31       30.142.000,00     189.894,60
(ILLEGIBLE)       68.329.560,92      418.942,23       537.654,26       30.142.000,00     189.894,60
(ILLEGIBLE)       67.788.635,92      415.671,50       540.925,00       30.142.000,00     189.894,60
(ILLEGIBLE)       67.244.420,29      412.380,87       544.215,63       30.142.000,00     189.894,60
(ILLEGIBLE)       66.696.849,03      409.070,22       547.571,26       30.142.000,00     189.894,60
(ILLEGIBLE)       66.146.036,98      405.739,44       550.812,05       30.142.000,00     189.894,60
(ILLEGIBLE)       65.591.828,88      402.388,39       554.208,10       30.142.000,00     189.894,60
(ILLEGIBLE)       65.034.249,35      399.016,96       557.579,53       30.142.000,00     189.894,60
(ILLEGIBLE)       64.473.277,87      395.625,02       560.971,48       30.142.000,00     189.894,60
(ILLEGIBLE)       63.908.893,82      392.212,44       564.384,05       30.142.000,00     189.894,60
(ILLEGIBLE)       63.341.076,44      388.779,10       567.817,38       30.142.000,00     189.894,60
(ILLEGIBLE)       62.769.804,83      385.324,88       571.271,61       30.142.000,00     189.894,60
(ILLEGIBLE)       62.195.057,99      381.849,65       574.746,84       30.142.000,00     189.894,60
(ILLEGIBLE)       61.616.814,77      378.353,27       578.243,22       30.142.000,00     189.894,60
(ILLEGIBLE)       61.035.053,90      374.835,62       581.760,87       30.142.000,00     189.894,60
(ILLEGIBLE)       60.449.753,99      371.296,58       585.299,91       30.142.000,00     189.894,60
(ILLEGIBLE)       59.860.893,50      367.736,00       588.860,49       30.142.000,00     189.894,60
(ILLEGIBLE)       59.268.450,78      364.153,77       592.442,72       30.142.000,00     189.894,60
(ILLEGIBLE)       58.672.404,03      360.549,74       596.046,75       30.142.000,00     189.894,60
(ILLEGIBLE)       58.072.731,33      356.923,79       599.672,70       30.142.000,00     189.894,60
(ILLEGIBLE)       57.469.410,72      353.275,78       603.320,61       30.142.000,00     189.894,60
(ILLEGIBLE)       56.862.419,72      349.605,58       606.991,00       30.142.000,00     189.894,60
(ILLEGIBLE)       56.251.736,28      345.913,05       610.683,44       30.142.000,00     189.894,60
(ILLEGIBLE)       55.637.337,85      342.198,06       614.398,43       30.142.000,00     189.894,60
(ILLEGIBLE)       55.019.201,83      338.460,47       618.136,02       30.142.000,00     189.894,60
(ILLEGIBLE)       54.397.305,49      334.700,14       621.896,34       30.142.000,00     189.894,60
(ILLEGIBLE)       53.771.625,94      330.916,94       625.679,55       30.142.000,00     189.894,60
(ILLEGIBLE)       53.142.140,17      327.110,72       629.485,77       30.142.000,00     189.894,60

(ILLEGIBLE)        52.508.825,04      323.281,35      633.315,13      30.142.000,00      189.894,60
(ILLEGIBLE)        51.871.657,23      319.428,69      637.167,81      30.142.000,00      189.894,60
(ILLEGIBLE)        51.230.613,32      315.552,58      641.043,91      30.142.000,00      189.894,60
(ILLEGIBLE)        50.585.669,83      311.652,90      644.943,59      30.142.000,00      189.894,60
(ILLEGIBLE)        49.936.802,73      307.729,49      648.867,00      30.142.000,00      189.894,60
 ILLEGIBLE           ILLEGIBLE         ILLEGIBLE      ILLEGIBLE         ILLEGIBLE         ILLEGIBLE
 31-Aug-18         47,966,421.89      295,815.48      660,781.01      30,142,000.00      189,894.60
30-Sept-18         47,301,621.14      291,795.73      664,800.76      30,142,000.00      189,894.60
 31-Oct-18         46,632,776.18      287,751.53      668,844.96      30,142,000.00      189,894.60
 30-Nov-18         45,959,862.41      283,682.72      672,913.33      30,142,000.00      189,894.60
 31-Dec-18         45,282,855.08      279,589.16      677,007.33      30,142,000.00      189,894.60
 31-Jan-19         44,601,729.29      275,470.70      681,125.79      30,142,000.00      189,894.60
 29-Feb-19         43,916,459.99      271,327.19      685,269.30      30,142,000.00      189,894.60
 31-Mar-19         43,227,021.96      267,158.46      689,438.03      30,142,000.00      189,894.60
 30-Apr-19         42,533,389.86      262,964.38      693,632.11      30,142,000.00      189,894.60
 31-May-19         41,835,538.16      258,744.79      697,851.70      30,142,000.00      189,894.60
 30-Jun-19         41,133,441.19      254,499.52      702,096,97      30,142,000.00      189,894.60
 31-Jul-19         40,427,073.13      250,228.43      706,368.06      30,142,000.00      189,894.60
 31-Aug-19         39,716,408.00      245,931.36      710,665.13      30,142,000.00      189,894.60
30-Sept-19         39,001,419.66      241,608.15      714,988.34      30,142,000.00      189,894.60
 31-Oct-19         38,282,081,81      237,258.64      719,337.85      30,142,000.00      189,894.60
 30-Nov-19         37,558,367.98      232,882.66      723,713.83      30,142,000.00      189,894.60
 31-Dec-19         36,830,251.57      228,480.07      728,116.42      30,142,000.00      189,894.60
 31-Jan-20         36,097,705.77      224,050.70      732,545.79      30,142,000.00      189,894.60
 28-Feb-20         35,360,703.66      219,594.38      737,002.11      30,142,000.00      189,894.60
 31-Mar-20         34,619,218.12      215,110.95      741,485.54      30,142,000.00      189,894.60
 30-Apr-20         33,873,221.87      210,600.24      745,996.25      30,142,000.00      189,894.60
 31-May-20         33,122,687.48      206,062.10      750,534.39      30,142,000.00      189,894.60
 30-Jun-20         32,367,587.34      201,496.35      755,100.14      30,142,000.00      189,894.60
 31-Jul-20         31,607,893,67      196,902.82      759,693.67      30,142,000.00      189,894.60
 31-Aug-20         30,843,578.54      192,281.35      764,315.14      30,142,000.00      189,894.60
30-Sept-20         30,074,613.81      187,631.77      768,964.72      30,142,000.00      189,894.60
 31-Oct-20         29,300,971.23      182,953.90      773,642.59      30,142,000.00      189,894.60
 30-Nov-20         28,522,622.31      178,247.57      778,348.92      30,142,000.00      189,894.60
 31-Dec-20         27,739,538.44      173,512.62      783,083.87      30,142,000.00      189,894.60
 31-Jan-21         26,951,690.81      168,748.86      787,847.63      30,142,000.00      189,894.60
 28-Feb-21         26,159,050.44      163,956.12      792,640.37      30,142,000.00      189,894.60
 31-Mar-21         25,361,588.17      159,134.22      797,462.27      30,142,000.00      189,894.60
 30-Apr-21         24,559,274.68      154,282.99      802,313.50      30,142,000.00      189,894.60
 31-May-21         23,752,080.44      149,402.25      807,194.24      30,142,000.00      189,894.60
 30-Jun-21         22,939,975.77      144,491.82      812,104.67      30,142,000.00      189,894.60
 31-Jul-21         22,122,930.80      139,551.52      817,044.97      30,142,000.00      189,894.60
 31-Aug-21         21,300,915.47      134,581.16      822,015.33      30,142,000.00      189,894.60
30-Sept-21         20,473,899.55      129,580.57      827,015.92      30,142,000.00      189,894.60
 31-Oct-21         19,641,852.62      124,549.56      832,046.93      30,142,000.00      189,894.60
 30-Nov-21         18,804,744.07      119,487.94      837,108.55      30,142,000.00      189,894.60
 31-Dec-21         17,962,543,10      114,395.53      842,200.96      30,142,000.00      189,894.60

 31-Jan-22         17,115,218.75      109,272.14      847,324.35      30,142,000.00      189,894.60
 28-Feb-22         16,262,739.84      104,117.58      852,478.91      30,142,000.00      189,894.60
 31-Mar-22         15,405,075.02       98,931.67      857,664.82      30,142,000.00      189,894.60
 30-Apr-22         14,542,192.73       93,714.21      862,882.28      30,142,000.00      189,894.60
 31-May-22         13,674,064.25       88,465.01      868,131.48      30,142,000.00      189,894.60
 30-Jun-22         12,800,648.63       83,183.87      873,412,62      30,142,000.00      189,894.60
 31-Jul-22         11,921,922,75       77,870,61      878,725,88      30,142,000.00      189,894.60
 31-Aug-22         11,037,851.29       72,525.03      884,071.46      30,142,000.00      189,894.60
30-Sept-22         10,148,401.73       67,146.93      889,449.56      30,142,000.00      189,894.60
 31-Oct-22          9,253,541.35       61,736.11      894,860.38      30,142,000.00      189,894.60
 30-Nov-22          8,353,237.24       56,292.38      900,304.11      30,142,000.00      189,894.60
 31-Dec-22          7,447,456.28       50,815.53      905,780.96      30,142,000.00      189,894.60
 31-Jan-23          6,536,165.15       45,305.36      911,291.13      30,142,000.00      189,894.60
 29-Feb-23          5,619,330.33       39,761.67      916,834.82      30,142,000.00      189,894.60
 31-Mar-23          4,696,916.10       34,184.26      922,412.23      30,142,000.00      189,894.60
 30-Apr-23          3,768,894.53       28,572.92      928,023.57      30,142,000.00      189,894.60
 31-May-23          2,835,225.48       22,927.44      933,669.05      30,142,000.00      189,894.60
 30-Jun-23          1,895,876.61       17,247.62      939,348.87      30,142,000.00      189,894.60
 31-Jul-23            950,813.37       11,533.11      945,063.24      30,142,000.00      189,894.60
 31-Aug-23                  0.00        5,784.11      950,813.37               0.00      189,894.60

(ILLEGIBLE)

CONTRIBUTION          ACC. RESERVE
------------          ------------
30-Sept-03              95,350.68
31-Oct-03               95,350.68
30-Nov-03               95,350.68
31-Dec-03               95,350.68
31-Jan-04               95,350.68
29-Feb-04               95,350.68
31-Mar-04               95,350.68
30-Apr-04               95,350.68
31-May-04               95,350.68
30-Jun-04               95,350.68
31-Jul-04               95,350.68
31-Aug-04               95,350.68
30-Sept-04              95,350.68
31-Oct-04               95,350.68
30-Nov-04               95,350.68
31-Dec-04               95,350.68
31-Jan-05               95,350.68
28-Feb-05               95,350.68
31-Mar-05               95,350.68
30-Apr-05               95,350.68
31-May-05               95,350.68
30-Jun-05               95,350.68
31-Jul-05               95,350.68
31-Aug-05               95,350.68
30-Sept-05              95,350.68
31-Oct-05               95,350.68
30-Nov-05               95,350.68
31-Dec-05               95,350.68
31-Jan-06               95,350.68

28-Feb-06               95,350.68
31-Mar-06               95,350.68
30-Apr-06               95,350.68
31-May-06               95,350.68
30-Jun-06               95,350.68
31-Jul-06               95,350.68
31-Aug-06               95,350.68
30-Sept-06              95,350.68
31-Oct-06               95,350.68
30-Nov-06               95,350.68
31-Dec-06               95,350.68
31-Jan-07               95,350.68
28-Feb-07               95,350.68
31-Mar-07               95,350.68
30-Apr-07               95,350.68
31-May-07               95,350.68
30-Jun-07               95,350.68
31-Jul-07               95,350.68
31-Aug-07               95,350.68
30-Sept-07              95,350.68
31-Oct-07               95,350.68
30-Nov-07               95,350.68
31-Dec-07               95,350.68
31-Jan-08               95,350.68
29-Feb-08               95,350.68
31-Mar-08               95,350.68
30-Apr-08               95,350.68
31-May-08               95,350.68
30-Jun-08               95,350.68
31-Jul-08               95,350.68
31-Aug-08               95,350.68
30-Sept-08              95,350.68
31-Oct-08               95,350.68
30-Nov-08               95,350.68
31-Dec-08               95,350.68
31-Jan-09               95,350.68
28-Feb-09               95,350.68
31-Mar-09               95,350.68
30-Apr-09               95,350.68
31-May-09               95,350.68
30-Jun-09               95,350.68
31-Jul-09               95,350.68
31-Aug-09               95,350.68
30-Sept-09              95,350.68
31-Oct-09               95,350.68

30-Nov-09               95,350.68
31-Dec-09               95,350.68
31-Jan-10               95,350.68
28-Feb-10               95,350.68
31-Mar-10               95,350.68
30-Apr-10               95,350.68
31-May-10               95,350.68
30-Jun-10               95,350.68
31-Jul-10               95,350.68
31-Aug-10               95,350.68
30-Sept-10              95,350.68
31-Oct-10               95,350.68
30-Nov-10               95,350.68
31-Dec-10               95,350.68
31-Jan-11               95,350.68
28-Feb-11               95,350.68
31-Mar-11               95,350.68
30-Apr-11               95,350.68
31-May-11               95,350.68
30-Jun-11               95,350.68
31-Jul-11               95,350.68
31-Aug-11               95,350.68
30-Sept-11              95,350.68
31-Oct-11               95,350.68
30-Nov-11               95,350.68
31-Dec-11               95,350.68
31-Jan-12               95,350.68
29-Feb-12               95,350.68
31-Mar-12               95,350.68
30-Apr-12               95,350.68
31-May-12               95,350.68
30-Jun-12               95,350.68
31-Jul-12               95,350.68
31-Aug-12               95,350.68
30-Sept-12              95,350.68
31-Oct-12               95,350.68
30-Nov-12               95,350.68
31-Dec-12               95,350.68
31-Jan-13               95,350.68
28-Feb-13               95,350.68
31-Mar-13               95,350.68
30-Apr-13               95,350.68
31-May-13               95,350.68
30-Jun-13               95,350.68
31-Jul-13               95,350.68
31-Aug-13               95,350.68

30-Sept-13              95,350.68
31-Oct-13               95,350.68
30-Nov-13               95,350.68
31-Dec-13               95,350.68
31-Jan-14               95,350.68
28-Feb-14               95,350.68
31-Mar-14               95,350.68
30-Apr-14               95,350.68
31-May-14               95,350.68
30-Jun-14               95,350.68
31-Jul-14               95,350.68
31-Aug-14               95,350.68
30-Sept-14              95,350.68
31-Oct-14               95,350.68
30-Nov-14               95,350.68
31-Dec-14               95,350.68
31-Jan-15               95,350.68
28-Feb-15               95,350.68
31-Mar-15               95,350.68
30-Apr-15               95,350.68
31-May-15               95,350.68
30-Jun-15               95,350.68
31-Jul-15               95,350.68
31-Aug-15               95,350.68
30-Sept-15              95,350.68
31-Oct-15               95,350.68
30-Nov-15               95,350.68
31-Dec-15               95,350.68
31-Jan-16               95,350.68
29-Feb-16               95,350.68
31-Mar-16               95,350.68
30-Apr-16               95,350.68
31-May-16               95,350.68
30-Jun-16               95,350.68
31-Jul-16               95,350.68
31-Aug-16               95,350.68
30-Sept-16              95,350.68
31-Oct-16               95,350.68
30-Nov-16               95,350.68
31-Dec-16               95,350.68
31-Jan-17               95,350.68
28-Feb-17               95,350.68
31-Mar-17               95,350.68
30-Apr-17               95,350.68
31-May-17               95,350.68
30-Jun-17               95,350.68
31-Jul-17               95,350.68
31-Aug-17               95,350.68
30-Sept-17              95,350.68

31-Oct-17               95,350.68
30-Nov-17               95,350.68
31-Dec-17               95,350.68
31-Jan-18               95,350.68
28-Feb-18               95,350.68
31-Mar-18               95,350.68
30-Apr-18               95,350.68
31-May-18               95,350.68
30-Jun-18               95,350.68
31-Jul-18               95,350.68
31-Aug-18               95,350.68
30-Sept-18              95,350.68
31-Oct-18               95,350.68
30-Nov-18               95,350.68
31-Dec-18               95,350.68
31-Jan-19               95,350.68
28-Feb-19               95,350.68
31-Mar-19               95,350.68
30-Apr-19               95,350.68
31-May-19               95,350.68
30-Jun-19               95,350.68
31-Jul-19               95,350.68
31-Aug-19               95,350.68
30-Sept-19              95,350.68
31-Oct-19               95,350.68
30-Nov-19               95,350.68
31-Dec-19               95,350.68
31-Jan-20               95,350.68
29-Feb-20               95,350.68
31-Mar-20               95,350.68
30-Apr-20               95,350.68
31-May-20               95,350.68
30-Jun-20               95,350.68
31-Jul-20               95,350.68
31-Aug-20               95,350.68
30-Sept-20              95,350.68
31-Oct-20               95,350.68
30-Nov-20               95,350.68
31-Dec-20               95,350.68
31-Jan-21               95,350.68
28-Feb-21               95,350.68
31-Mar-21               95,350.68
30-Apr-21               95,350.68
31-May-21               95,350.68
30-Jun-21               95,350.68
31-Jul-21               95,350.68
31-Aug-21               95,350.68

30-Sept-21              95,350.68
31-Oct-21               95,350.68
30-Nov-21               95,350.68
31-Dec-21               95,350.68
31-Jan-22               95,350.68
28-Feb-22               95,350.68
31-Mar-22               95,350.68
30-Apr-22               95,350.68
31-May-22               95,350.68
30-Jun-22               95,350.68
31-Jul-22               95,350.68
31-Aug-22               95,350.68
30-Sept-22              95,350.68
31-Oct-22               95,350.68
30-Nov-22               95,350.68
31-Dec-22               95,350.68
31-Jan-23               95,350.68
28-Feb-23               95,350.68
31-Mar-23               95,350.68
30-Apr-23               95,350.68
31-May-23               95,350.68
30-Jun-23               95,350.68
31-Jul-23               95,350.68
31-Aug-23               95,350.68
                    22,884,163.40

ILLEGIBLE

WITH MY INTERVENTION: It is recorded that the consent has been freely given, that the granting is conform to the legality and the will duly informed that the grantors or participants and that the parties with a sole signature reproduce in the page 4 have given their conformity to all the content of the present deed comprising 21 pages, including the current one, numbered 1 to 21, inclusive, Santa Cruz de Tenerife, on the first of August 2003. The Nopotary

WITH MY INTERVENTION
NICOLAS QUNTANA PLASENCIA, NOTARY

[An illegible signature, paraph and round rubber-stamp of the Notary]

AMENDATORY NON-EXTINCTIVE NOVATION AGREEMENT

BETWEEN

NAVIERA TEEKAY GAS III, S.A.

AS LENDER

AND

TEEKAY SHIPPING SPAIN, S.A.

AS GUARANTOR

AND

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA")

CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA")

CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID")

CAIXA D'ESTALVIS DE CATALUNYA

CAJA DE AHORROS DE CASTILLA LA MANCHA

CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA

CAJA DE AHORROS DE MURCIA

CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA

CAJA DE AHORROS MUNICIPAL DE BURGOS

CAJA DE AHORROS DEL MEDITERRANEO

MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y
ANTEQUERA ("UNICAJA")

INSTITUTO DE CREDITO OFICIAL ("ICO")

CAJA DE AHORROS DE SANTANDER Y CANTABRIA

BANCO GALLEGO, S.A.

CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ

MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ

LICO LEASING, S.A. E.F.C.

AS LENDING FACILITIES

[GOMEZ-ACEBO & POMBO ABOGADOS LOGO]

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AMENDATORY NON-EXTINCTIVE NOVATION AGREEMENT

In Madrid, on July 2, 2004

With the intervention of the Notary of the Distinguished Association of Madrid, Mr. Pedro de Elizalde y Aymerich

THE PARTIES

Of the one part,

Mr. Pedro Manuel Solana Martinez, of age, with National Identity Card number 25943811-H and professional residence on Calle Musgo 5, Madrid, who takes part in the name and on behalf of NAVIERA TEEKAY GAS III, S.A. (formerly known as NAVIERA F. TAPIAS GAS III, S.A.) (hereinafter, the "BORROWER"), with registered offices on Calle Musgo 5, Madrid and Tax Identification Number A-82715756, by virtue of the power of attorney deed executed before the Notary of Madrid Mr. Juan Carlos Caballeria Gomez, on June 30, 2004, under his protocol number 2454.

And of the other,

Mr. Pedro Manuel Solana Martinez, of age, with National Identity Card number 25943811-H and professional residence on Calle Musgo 5, Madrid, in the name and on behalf of TEEKAY SHIPPING SPAIN, S.A. (formerly known as NAVIERA F. TAPIAS, S.A.) (hereinafter, the "GUARANTOR") with registered offices on Calle Musgo 5, Madrid and Tax Identification Number A-78553153, as per the power of attorney deed executed on June 30, 2004 before the Notary of Madrid Mr. Juan Carlos Caballeria Gomez, under his protocol number 2453.

And of the other,

Mr. Pablo Francisco Herrero Martinez, of age, with professional residence on Avenida de Garcia Barbon 1 y 3, Vigo and National Identity Card number 1084898-B, in the name and on behalf of CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA"), with registered offices on Avenida Garcia Barbon 1 y 3, Vigo and Tax Identification Number G-36600369. He is empowered for this proceeding by virtue of the power of attorney deed executed on May 17, 1990 before the Notary of Vigo Mr. Manuel Martinez Rebollido, under his protocol number 823.

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Mr. Angel Garcia Llamazares, of age, with professional residence on Avenida Diagonal 621-629, Barcelona and National Identity Card number 14860370-R, by virtue of the power of attorney deed executed on March 25, 1993 before the Notary of Barcelona Mr. Josep Vicente Martinez-Borso Lopez, under his protocol number 900, and Ms. Ana Maria Perez Fernandez, of age, with professional residence on Avenida Diagonal 621-629, Barcelona and National Identity Card number 393979-N, by virtue of the power of attorney deed executed on April 29, 1997 before the Notary of Barcelona Mr. Ignacio Manrique Plaza, under his protocol number 1589, in the name and on behalf of CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA"), with registered offices on Avenida Diagonal 621-629, Barcelona and Tax Identification Number G-58-899998.

Mr. Cesar Diaz de Teran Lopez, of age, with professional residence on Plaza del Celenque, Madrid and with National Identity Card number 5138373-M, by virtue of the power of attorney deed executed on November 15, 1999 before the Notary of Madrid Mr. Gerardo Munoz de Dios, under his protocol number 6753, and Ms. Isabel Lopez Esnaola, of age, with professional residence on Plaza del Celenque 2, Madrid and National Identity Card number 30571227-H, by virtue of the power of attorney deed executed on April 2, 2001 before the Notary of Madrid Mr. Gerardo Munoz de Dios, under his protocol number 2134, in the name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID"), with registered offices on Plaza del Celenque 2, Madrid and Tax Identification Number G-28029007.

Ms. Maria Belen Borque San Martin, of age, with professional residence on Plaza Antonio Maura 6, Barcelona and National Identity Card number 824654-N, in the name and on behalf of CAIXA D'ESTALVIS DE CATALUNYA, with registered offices on Plaza Antonio Maura 6, Barcelona and Tax Identification Number G-08169815 by virtue of the power of attorney deed executed on September 30, 2002 before the Notary of Barcelona Mr. Jose Marqueno de Llano, under his protocol number 2390.

Mr. Adolfo Ruiz Ciruelos, of age, with professional residence on Parque San Julian 20, Cuenca and National Identity Card number 3063460-K, and Mr. Jose Luis Irala Puyo, of age, with professional residence on Parque San Julian 20, Cuenca and National Identity Card number 3788120-C, in the name and on behalf of CAJA DE AHORROS DE CASTILLA LA MANCHA, with registered offices on Parque San Julian 20, Cuenca and Tax Identification Number G-161131336, both by virtue of the power of attorney deed executed on May 9, 2002 before the Notary of Cuenca Mr. Carlos de la Haza Guijarro, under his protocol number 1127.

Mr. Andres Perez Martin, of age, with professional residence on Plaza Santa Teresa, 10, and National Identity Card number 6513273-H, in the name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA, with registered offices on Plaza Santa Teresa

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10, Avila and Tax Identification Number G-05011846 by virtue of the power of attorney deed executed on September 27, 1988 before the Notary of Avila Mr. Jose Maria Martinez de Artola e Idoy, under his protocol number 1320.

Mr. Alfonso Estrada Fernandez-Hontoria, of age, with professional residence on Gran Via Escultor Salzillo 23, Murcia and National Identity Card number 50829764-V, in the name and on behalf of CAJA DE AHORROS DE MURCIA, with registered offices on Gran Via Escultor Salzillo 23, Murcia and Tax Identification Number G-30010185 by virtue of the power of attorney deed executed on November 24, 2003 before the Notary of Murcia Mr. Carlos Penafiel de Rio, under his protocol number 5751.

Mr. Nicolas Mora de Manuel, of age, with professional residence on Avenida de Carlos III 8, Pamplona and with National Identity Card number 412924-M, in the name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA, with registered offices on Avenida de Carlos III 8, Pamplona and Tax Identification Number G-31/00199-3 by virtue of the power of attorney deed executed on June 17, 2002 before the Notary of Pamplona Mr. Francisco Salinas Frauca, under his protocol number 1600.

Ms. Maria Roda Neve, of age, with professional residence on Plaza de la Libertad

s/n (Casa del Cordon), Burgos and with National Identity Card number 2894705-V,
in the name and on behalf of CAJA DE AHORROS MUNICIPAL DE BURGOS, with
registered offices on Plaza de la Libertad s/n (Casa del Cordon), Burgos and Tax
Identification Number G-09000787 by virtue of the power of attorney deed
executed on April 14, 2004 before the Notary of Burgos Mr. Jose Luis Herrero
Ortega, under his protocol number 803.

Mr. Juan Legorburo Escobar, of age, with professional residence on Calle San Fernando 40, Alicante and with National Identity Card number 51383908-A, in the name and on behalf of CAJA DE AHORROS DEL MEDITERRANEO, with registered offices on Calle San Fernando 40, Alicante and Tax Identification Number G-03046562 by virtue of the power of attorney deed executed on January 29, 1999 before the Notary of Alicante Mr. Jose Maria Iriarte Calvo, under his protocol number 254.

Mr. Pedro Escobar Rodriguez, of age, with professional residence on Avenida de Andalucia 10 y 12, Malaga and with National Identity Card number 1098088-E, in the name and on behalf of MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA ("UNICAJA"), with registered offices on Avenida de Andalucia 10 y 12, Malaga and Tax Identification Number G-29498086 by virtue of the power of attorney deed executed on June 30, 1998 before the Notary of Malaga Mr. Jose Manuel de Torres Puentes, under his protocol number 2729.

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Mr. Jose Ignacio Gonzalez Martinez, of age, with professional residence on Paseo del Prado 4, Madrid and with National Identity Card number 30581641-J, in the name and on behalf of INSTITUTO DE CREDITO OFICIAL ("ICO"), with registered offices on Paseo del Prado 4, Madrid and Tax Identification Number Q-2876002-C, by virtue of the power of attorney deed executed on February 14, 2003 before the Notary of Madrid Mr. Pedro-Jose Bartolome Fuentes, under his protocol number 565.

Ms. Marta Gonzalez Gonzalez, of age, with professional residence on Plaza de Velarde 3, Santander and National Identity Card number 2636301-H, and Mr. Francisco Jose Orduna Martinez, of age, with professional residence on Plaza de Velarde 3, Santander and National Identity Card number 51675383-H, in the name and on behalf of CAJA DE AHORROS DE SANTANDER Y CANTABRIA, with registered offices on Plaza de Velarde 3, Santander and Tax Identification Number C-39/003785 by virtue of the power of attorney deed executed on July 17, 2002 before the Notary of Santander Mr. Javier Asin Zurita, under his protocol number 1781.

Ms. Victoria Orasio Aneas, of age, with professional residence on Calle Melilla 1, Torrejon (Madrid) and with National Identity Card number 51385401-C, by virtue of the power of attorney deed executed on February 17, 2000 before the Notary of La Coruna Mr. Federico Macineira Teijeiro, under his protocol number 413, and Mr. Juan Jose Urbina Pascual, of age, with professional residence on Calle Alemania 1, Pozuelo (Madrid) and National Identity Card number 15907614-D, by virtue of the power of attorney deed executed on February 17, 2000 before the Notary of La Coruna Mr. Federico Macineira Teijeiro, under his protocol number 432, in the name and on behalf of BANCO GALLEGO, S.A., with registered offices on Plaza de Cervantes 15, Santiago de Compostela and Tax Identification Number A-80042112.

Mr. Jose Luis Perez Perez, of age, with professional residence on Calle Gran Via 6, Madrid and National Identity Card number 51320437-P, in the name and on behalf of CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, with registered offices on Plaza de San Francisco 1, Seville and Tax Identification Number G-41/000167 by virtue of the power of attorney deed executed on June 6, 2003 before the Notary of Seville Mr. Antonio Ojeda Escobar, under his protocol number 2416.

Mr. Juan Moreno Moreno, of age, with professional residence on Paseo de San Francisco 18, Badajoz and National Identity Card number 02493687-G, in the name and on behalf of MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ, with registered offices on Paseo de San Francisco 18, Badajoz and Tax Identification Number G-06000681 by virtue of the power of attorney deed executed on January 7, 2002 before the Notary of Badajoz Mr. Luis PIa Rubio, under his protocol number 26.

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Mr. Manuel P. Bernaldez Bernaldez, of age, with professional residence on Miguel Angel 23, Madrid and National Identity Card number 7209747-Y, in the name and on behalf of LICO LEASING, S.A. E.F.C., with registered offices on Miguel Angel 23, Madrid and Tax Identification Number A-28167799 by virtue of the power of attorney deed executed on May 19, 1978 before the Notary of Madrid Mr. Antonio Rodriguez Adrados, under his protocol number 1204.

(the aforementioned institutions will hereinafter be referred to individually as the "LENDING FACILITY" and jointly as the "LENDING FACILITIES").

All of the above will hereinafter be referred to as the "PARTIES".

RECITALS

I. Whereas on October 2, 2000 and with the intervention of Madrid Notary Mr. Jose Enrique Cachon Blanco, the BORROWER and GUARANTOR executed a syndicated loan agreement with CAIXANOVA, LA CAIXA, CAJA MADRID and ICO in an amount of 154,000,000 Euros. Subsequently, the rest of the LENDING FACILITIES joined the loan agreement by means of: (i) an amendatory and stake assignment agreement executed before the Notary of Madrid Mr. Luis Ramallo Garcia on October 31, 2000 and (ii) an assignment agreement executed on December 15, 2000 before the aforementioned notary Mr. Luis Ramallo Garcia. The loan agreement and amendments and assignments indicated in this recital will hereinafter be referred to as the "LOAN AGREEMENT".

II. Whereas the Parties have agreed upon a series of amendments to the Loan Agreement consisting of: (i) the elimination of the Maintenance and Repairs Account, (ii) the biannual endowment of the Grounding Account,
(iii) the modification of the system for endowment of the Reserve Account,
(iv) the modification of the operating system for the Income Account and
(v) the partial lifting of the prohibition on the trading of derivatives by the BORROWER.

III. Whereas the GUARANTOR is in agreement with the modifications stipulated herein (the "AGREEMENT") and pursuant to which the deposit furnished in guarantee of the obligations of the BORROWER under the Loan Agreement maintains all its effects.

IV. Whereas in view of the foregoing, the Parties agree to formalize this amendatory non-extinctive novation agreement in accordance with the following

CLAUSES

ONE. AMENDMENTS TO THE LOAN AGREEMENT

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1.1. Loan Accounts

With regard to the Loan Accounts regulated in Clause TWENTY of the Loan Agreement, the parties have agreed as follows:

- The Maintenance and Repairs Account is eliminated;

- The Grounding Account will hereinafter be endowed biannually instead of monthly;

- The endowment of the Reserve Account will take place in accordance with Exhibit I to this Agreement. Nevertheless, the balance of the Reserve Account may be less than the one that corresponds to each one of the dates established in the aforementioned Exhibit I ("REFERENCE DATES") providing that: (i) the existence of agreements is accredited by the Borrower - to the satisfaction of the Agent - relative to the coverage of interest rates in force to ensure that the balance of the Reserve Account coincides with the contents of the aforementioned Exhibit for a subsequent Reference Date, and (ii) that the pledge on the aforementioned coverage agreements is carried out in accordance with the model attached hereto as Exhibit II.

- The amounts that, in accordance with the Loan Agreement, should be deposited in the Income Account will be placed at the free disposal of the BORROWER to cover the operating Expenses of the BORROWER in accordance with the budget negotiated and revised annually with the LENDING FACILITIES, always providing that, after each drawdown is made, the balance remaining in the Income Account is sufficient to cover the payments of interest, fees and repayment of Tranches A y B of the Loan, and the endowment of the Reserve and, where appropriate, Grounding Accounts that should be undertaken by the BORROWER within the corresponding month.

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Likewise, and with regard to the Income Accounts, the parties state the following:

- The reference to "interest of Tranches A and B of the Loan" established in Clause TWENTY 2 of the Loan Agreement includes, in all cases and in addition to the interest payable to the LENDING FACILITIES at the Rates applicable to the Loan pursuant to the contents of Clauses NINE through THIRTEEN of the Loan Agreement, any settlements that, where appropriate, should be made by the BORROWER to its counterpart by virtue of the contents of the IRS Agreements.

Which, for the clarification purposes, the Parties agree to reflect in the Loan Agreement.

Consequently, Clause TWENTY of the Loan Agreement is amended, and will hereinafter have the following wording:

"TWENTY- TREASURY MANAGEMENT AND DISTRIBUTION

1. General provisions

The BORROWER undertakes to have the following accounts (the "Accounts") open by the date of execution of this agreement, in the Agent's Branch on Serrano 3, Madrid:

(i) Income account

(ii) Grounding Account

(iii) Reserve account

(iv) Insurance account

The balances of the aforementioned accounts will be secured as of the opening thereof in guarantee of the obligations of the BORROWER pursuant to the terms of Clause TWENTY SIX below. The Accounts should therefore remain open for the duration of this Agreement.

The Accounts will solely be placed at the BORROWER's disposal subject to the limits and in accordance with the requirements established in the remaining subsections of this Clause, although the restrictions thus established will not affect and may not be alleged by the BORROWER in order to avoid making any payments due

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in accordance with this Agreement on their respective maturity dates. At no time may the Accounts have a zero or negative balance.

The balance existing at any given time in the Accounts will be paid by the Agent at the interest rate and according to the conditions negotiated in each one of the agreements for the opening of the respective accounts.

Without prejudice to the contents of the remaining subsections of this Clause, the Agent may reject any drawdown requests from any of the Accounts under any of the following circumstances: (i) it a Cause of Early Maturity has occurred; (ii) if, as a result of the drawdown request, a Cause of Early Maturity occurs, (iii) if, in the well-founded opinion of the Agent and if the drawdown takes place as requested, the resulting balance following the drawdown will not be sufficient to cover the financial expenses deriving from this Agreement and the endowments to any other Accounts that, where appropriate, should be made pursuant to the contents of this Agreement, and (iv) when the Agent has not been able to quantify the financial expenses because it has not received information from the Borrower on the monthly settlement of the IRS Agreements.

2. Income account

All drawdowns made by the BORROWER from the Loan will be deposited in the Income Account.

The BORROWER will furthermore make sure that all quantities from the Time-Charter Agreement or other income that should not be earmarked toward another specific account of those indicated in this agreement are deposited in the Income Account.

The BORROWER may solely dispose of the Income Account during the Drawdown Period in order to make payments in accordance with the Construction Agreement and during the Repayment Period in order to attend to the following payments:

(i) Payment of interest and fees for Tranches A and B of the Loan.

(ii) Repayment, where appropriate, of Tranches A and B of the Loan.

(iii) Endowment of the Grounding Account in the amount agreed between the BORROWER and the LENDING FACILITIES (with the counsel of the Technical Advisor).

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(iv) Endowment of the Reserve Account.

(v) Operating expenses of the BORROWER pursuant to the budget negotiated and revised annually with the LENDING FACILITIES.

For the purposes of the contents of this subsection, the reference to "interest on Tranches A and B of the Loan" includes, in all cases and in addition to any interest payment to the LENDING FACILITIES at the Rates applicable to the Loan pursuant to the contents of Clauses NINE through THIRTEEN of this Agreement, any settlements that, where appropriate, should be made by the BORROWER to its counterpart by virtue of the contents of the IRS Agreements.

At the conclusion of the calendar year, as of the delivery of the Vessel (and therefore as of the start of the effective validity of the Time-Charter Agreement), any remaining balance that, where appropriate, is left in the Income Account may be freely disposed of by the BORROWER always providing that all the payments listed above have been made and that no cause for Early Maturity has taken place.

Any interest that the Income Account accrues will be deposited monthly in the Reserve Account until this is completely endowed.

3, Grounding Account

The Grounding Account will be endowed by completed biannual periods as of the delivery date of the Vessel - with quantities from the Fleet transferred from the Income Account and in accordance with the quantity agreed upon between the BORROWER and the LENDING FACILITIES (advised by the Technical Advisor).

The BORROWER may only dispose of the Grounding Account to attend to those expenses deriving from the entry of the Vessel into dry dock with the frequency contained in the Time-Charter Agreement or to attend to non-customary groundings in those cases in which this is necessary as a result of accidents, breakdowns or maintenance.

Once drawdowns have been made from the Grounding Account for the permitted purpose, it will be reendowed in the same terms contained above.

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4. Reserve Account

The Reserve Account will be endowed monthly with income from the Fleet (Capex and Opex) as well as with interest from the Income Account, in the manner and with the quantities established in Exhibit I. Nevertheless, the balance of the Reserve Account may be less that the one that corresponds to each one of the dates established in the aforementioned Exhibit I ("Reference Dates) providing that (i) the existence of agreements is accredited by the Borrower - to the satisfaction of the Agent - relative to the coverage of interest rates in force to ensure that the balance of the Reserve Account coincides with the contents of the aforementioned Exhibit for a subsequent Reference Date, and (ii) the pledge on the aforementioned coverage agreements is carried out in accordance with the model attached hereto as Exhibit II.

The Reserve Account may only be drawn to cover (i) contingencies in periodic payment obligations of principal and interest due in accordance with this agreement for both Tranches, and (ii) the balance that remains on the Date of Final Maturity, for repayment of Tranche B.

The principal of the Reserve Account will be reinvested monthly at an interest rate equivalent to the EURIBOR less 0.25%.

This reserve account will be revised monthly and restructured and recapitalized as necessary in order to comply with its Purpose.

5. Insurance Account

The BORROWER will ensure that all casualty amounts from insurance companies as a result of casualties that take place and which are covered by these are deposited in the Insurance Account.

When the quantities deposited in the Insurance Account come from payments corresponding to loss of profit insurance and any others covering loss of profit for any circumstance, the BORROWER may solely dispose of the Insurance Account to cover the payments indicated in subsection 2 above for the Income Account and in the same order established in such subsection.

When the quantities deposited in the Insurance Account correspond to the coverage of the damage that has taken place in the Vessel,(i) if the damages have caused

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the Total Loss of the Vessel (and this is thus determined by the insurance company, in which case a copy of the corresponding report or appraisal should be sent to the Technical Adviser of the LENDING FACILITIES) all quantities received from the insurance companies will be applied toward the obligatory early repayment of the two Tranches of this financing, (ii) if the damages produced are reparable (and this is thus determined by the insurance company, in which case a copy of the corresponding report or appraisal should be sent to the Technical Advisor of the LENDING FACILITIES) the BORROWER may dispose of such quantities in order to proceed with the repair of the Vessel.

1.2 Derivatives

The Parties agreed to proceed to partially lift the BORROWER's prohibition from carrying out derivative transactions The BORROWER may therefore subscribe derivative transactions providing that these are carried out as a means for endowing the Reserve Account.

Consequently subsection seven (7) of Clause NINETEEN of the Loan Agreement is amended and will hereinafter have the following wording:

"7. THE BORROWER will not perform derivative transactions with the exception of:
(i) the IRS Agreements, (ii) where appropriate, the financial derivatives tied to the Loan under the aegis of Royal Decree 442/1994 referenced in point 6 above and (iii) those derivatives approved by the Agent for facilitating the endowment of the Reserve Account referred to in clause TWENTY of this Agreement pursuant to the terms of Exhibit I. The BORROWER likewise undertakes that the coverage of the insurance contracted is sufficient to cover any costs that could be incurred as a result of doing away with the financial derivatives assigned to the transaction in advance".

TWO. SECURITIES

2.1 In that the parties have agreed upon the elimination of the Maintenance and Repairs Account envisaged in Clause TWENTY of the Loan Agreement, the pledge on the financial rights deriving from such Maintenance and Repairs Account is rendered null and void, established by virtue of the pledge policy executed by CAIXANOVA and the BORROWER on October 2, 2000, with the intervention of the Notary of Madrid Mr. Jose Enrique Cachon

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Blanco. The Parties nevertheless agree to ratify the remaining contents of such pledge policy, which remain fully in force with regard to the real pledge rights established on any financial rights that could derive from the Income Account, Grounding Account, Reserve Account and Insurance Account.

2.2 The BORROWER and the GUARANTOR hereby ratify each and every one of the securities furnished on October 2, 2000 as security for the Loan Agreement.

2.3 The GUARANTOR and the BORROWER undertake to perform any actions necessary and to execute as many public or private documents as may be necessary or advisable to reflect the agreements made in this Agreement, so that each and every one of the securities furnished to ensure the fulfillment of the Loan Agreement are maintained with all their effects, while adapted to the contents of this Agreement.

2.4 For the purpose of the power envisaged in subsection 7 of clause TWENTY TWO of the Loan Agreement, the Parties expressly note for the record that the pledge on the coverage agreements referred to in subsection 4 of clause TWENTY of the Loan Agreement (as amended by this Agreement) constitutes a security on the loan for all purposes, whereby the Agent will be fully empowered to execute, in representation of the rest of the lending facilities, any public or private documents that are necessary or advisable and to perform any actions necessary for the full effectiveness of such security.

THREE. DISPOSAL OF INCOME ACCOUNT

Upon the execution of this amendatory non-extinctive novation agreement, the BORROWER is empowered to dispose of any amounts, against the Income Account, that shall have been paid from January 1, 2004 to date as settlements made by the Borrower to its counterpart in fulfillment of the IRS Agreements.

FOUR. AMENDATORY AND NON-EXTINCTIVE NOVATION

Anything that has not been expressly amended continues to be fully valid in its terms with full force and effects, with the understanding that this

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Agreement is an amendatory, non-extinctive novation of the Loan Agreement and that this Agreement forms an integral part of the Loan Agreement for all purposes.

FIVE. DEFINED TERMS

Any terms that are not defined in this Agreement should be interpreted pursuant to and in accordance with the Loan Agreement.

SIX. EXPENSES AND TAXES

Any expenses and taxes deriving from the execution and formalization of this Agreement as well as any that are necessary for the amendment of the securities pursuant to the contents of the preceding Clause will be the expense of the BORROWER, including any expenses and fees of notaries and legal advisors taking part therein.

SEVEN. APPLICABLE LAW AND JURISDICTION

This Agreement will be interpreted and fulfilled pursuant to its own terms and governed by Spanish law.

For the resolution of any controversies that may arise with regard to the fulfillment, execution and interpretation of this Agreement, the Parties submit to the exclusive jurisdiction of Courts and Tribunals of Madrid.

And in witness whereof, the Parties sign this document in 20 originals and for one sole purpose with the intervention of the Notary, in the place and on the date appearing in the heading.

The Parties, by means of their signature on this last sheet, show their full approval with the integral contents of this Agreement, for whose documentary evidence and with the consent of the signatories the Notary Public takes part, attesting to the identity and capacity of the Parties, to the legitimacy of their signatures and the entire contents of the Agreement and, after making the legal warnings, he stamps and signs all of the pages, giving all copies original status as well as full commercial and procedural effects.

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NAVIERA TEEKAY GAS III, S.A.          TEEKAY SHIPPING SPAIN, S.A.
(Illegible signature)                 (Illegible signature)
BY PROXY                              BY PROXY
MR. PEDRO MANUEL SOLANA MARTINEZ      MR. PEDRO MANUEL SOLANA MARTINEZ
CAIXA DE AFORROS DE VIGO              CAIXA D'ESTALVILS I PENSIONS DE BARCELONA
OURENSE E PONTEVEDRA                  (LA CAIXA)
("CAIXANOVA")                         (Illegible signature)
(Illegible signature)                 BY PROXY
BY PROXY                              MR. ANGEL GARCIA LLAMAZARES
MR. PABLO FRANCISCO HERRERO MARTINEZ  (Illegible signature)
                                       BY PROXY
                                      MS. ANA MARIA PEREZ FERNANDEZ
CAJA DE AHORROS Y MONTE DE PIEDAD     CAIXA D'ESTALVIS DE CATALUNYA
DE MADRID ("CAJA MADRID")             (Illegible signature)
(Illegible signature)                 BY PROXY
BY PROXY                              MS. MARIA BELEN BORQUE SAN MARTIN
MR. CESAR DIAZ DE TERAN LOPEZ
(Illegible signature)
BY PROXY
MS. ISABEL LOPEZ ESNAOLA

CAJA DE AHORROS DE CASTILLA LA        CAJA DE AHORROS Y MONTE DE PIEDAD
MANCHA                                DE AVILA
(Illegible signature)                 (Illegible signature)
BY PROXY                              By proxy
MR. ADOLFO RUIZ CIRUELOS              MR. ANDRES PEREZ MARTIN
[SIGNATURE]
BY PROXY
MR. JOSE LUIS IRALA PUYO
CAJA DE AHORROS DE MURCIA             MONTE DE AHORROS Y MONTE DE
 (Illegible signature)                PIEDAD DE NAVARRA
BY PROXY                              (Illegible signature)
MR. ALFONSO ESTRADA FERNANDEZ-        BY PROXY
HONTORIA                              MR. NICOLAS MORA DE MANUEL
                                      CAJA DE AHORROS DEL MEDITERRANEO
CAJA DE AHORROS MUNICIPAL DE BURGOS   (Illegible signature)
(Illegible signature)                 BY PROXY
BY PROXY                              MR. JUAN LEGORBURO ESCOBAR
MS. MARIA RODA NEVE                   INSTITUTO DE CREDITO OFICIAL
MONTES DE PIEDAD Y CAJAS DE           (Illegible signature)
AHORROS DE RONDA, CADIZ,ALMERIA,      BY PROXY
ALMERIA, MALAGA Y ANTEQUERA           MS. JOSE IGNACIO GONZALEZ MARTINEZ
("UNICAJA")
(Illegible signature)
BY PROXY
MR. PEDRO ESCOBAR RODRIGUEZ

CAJA DE AHORROS DE SANTANDER Y        BANCO GALLEGO, S.A.
CANTABRIA                             [SIGNATURE]
[SIGNATURE]                           BY PROXY
BY PROXY                              MS. VICTORIA ORASIO ANEAS
MS. MARTA GONZALEZ GONZALEZ           [SIGNATURE]
[SIGNATURE]                           BY PROXY
BY PROXY                              MR. JUAN JOSE URBINA PASCUAL
MR. FRANCISCO JOSE ORDUNA MARTINEZ
CAJA DE AHORROS PROVINCIAL SAN        MONTE DE PIEDAD Y CAJA GENERAL DE

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                                                                              14

FERNANDO DE SEVILLA YJEREZ            AHORROS DE BADAJOZ
[SIGNATURE]                           [SIGNATURE]
BY PROXY                              BY PROXY
MR. JOSE LUIS PEREZ PEREZ             MR. JUAN MORENO MORENO

INTERVENING NOTARY

With my intervention, Mr. Pedro de Elizalde y Aymerich

With my intervention on this agreement comprised of 37 numbered pages, which I sign and seal

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EXHIBIT I,

ENDOWMENT OF THE RESERVE ACCOUNT

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   DATE              ACC. BALANCE
   ----              ------------
15-Aug-03
30-Aug-03
30-Sept-03             95,350.68
31-Oct-03             191,019.86
30-Nov-03             286,800.55
31-Dec-03             382,776.02
31-Jan-04             478,988.36
29-Feb-04             575,417.29
31-Mar-04             671,979.72
30-Apr-04             768,843.10
31-May-04             865,868.68
30-Jun-04             963,168.52
31-Jul-04           1,060,617.44
31-Aug-04           1,158,355.67
30-Sept-04          1,256,313.92
31-Oct-04           1,354,401.45
30-Nov-04           1,452,801.02
31-Dec-04           1,551,316.60
31-Jan-05           1,650,159.44
28-Feb-05           1,749,224.78
31-Mar-05           1,848,132.07
30-Apr-05           1,947,643.07
31-May-05           2,047,236.65
30-Jun-05           2,147,195.85
31-Jul-05           2,247,224.16
31-Aug-05           2,347,633.55
30-Sept-05          2,448,268.98
31-Oct-05           2,548.953.16
30-Nov-05           2,650,041.77
31-Dec-05           2,751,165.51
31-Jan-06           2,852,709.33
28-Feb-06           2,954,481.73
31-Mar-06           3,055,839.60
30-Apr-06           3,158,069.26
31-May-06           3,260,299.73
30-Jun-06           3,362.989.65
31-Jul-06           3,465.666.54
31-Aug-06           3,568,818.76
30-Sept-06          3,672,203.19
31-Oct-06           3,775,553.69
30-Nov-06           3,879,403.50
31-Dec-06           3,983,205.37
31-Jan-07           4,087,522.63
28-Feb-07           4,192,074.71
31-Mar-07           4,295,948.91
30-Apr-07           4,400,970.18
31-May-07           4,505,908.28
30-Jun-07           4,611,402.18
31-Jul-07           4,716,798,71

 31-Aug-07           4,822,767.35
30-Sept-07           4,928,974.53
 31-Oct-07           5,035,062.88
 30-Nov-07           5,141,747.96
 31-Dec-07           5,248,299.83
 31-Jan-08           5,355,464.93
 29-Feb-08           5,462,871.27
 31-Mar-08           5,569,726.01
 30-Apr-08           5,677,614.67
 31-May-08           5,785,333.91
 30-Jun-08           5,893,707.93
 31-Jul-08           6,001,897.92
 31-Aug-08           6,110,759.44
30-Sept-08           6,219,866.02
 31-Oct-08           6,328,766.55
 30-Nov-08           6,438,363.88
 31-Dec-08           6,547,740.40
 31-Jan-09           6,657,830.66
 28-Feb-09           6,768,168.75
 31-Mar-09           6,877,280.79
 30-Apr-09           6,988,112.88
 31-May-09           7,098,687.01
 30-Jun-09           7,210,017.51
 31-Jul-09           7,321,075.06
 31-Aug-09           7,432,906.17
30-Sept-09           7,544,989.03
 31-Oct-09           7,656,776.30
 30-Nov-09           7,769,363.11
 31-Dec-09           7,881,639.18
 31-Jan-10           7,994,732.18
 28-Feb-10           8,108,079.76
 31-Mar-10           8,219,916.17
 30-Apr-10           8,333,770.65
 31-May-10           8,447,276.28
 30-Jun-10           8,561,642.57
 31-Jul-10           8,675,644.61
 31-Aug-10           8,790,524.99
30-Sept-10           8,905,663.97
 31-Oct-10           9,020,415.45
 30-Nov-10           9,136,071.94
 31-Dec-10           9,251,325.36
 31-Jan-11           9,367,501.65
 28-Feb-11           9,483,939.46
 31-Mar-11           9,598,573.33
 30-Apr-11           9,715,531.30
 31-May-11           9,832,047.06
 30-Jun-11           9,949,530.61
 31-Jul-11          10,066,556.13
 31-Aug-11          10,184,567.58
30-Sept-11          10,302,844.69
 31-Oct-11          10,420,639.89
 30-Nov-11          10,539,448.42

31-Dec-11           10,657,759.06
31-Jan-12           10,777,101.37
29-Feb-12           10,896,712.32
31-Mar-12           11,015,009.98
30-Apr-12           11,135,156.49
31-May-12           11,254,764.87
30-Jun-12           11,375,451.09
31-Jul-12           11,495,582.95
31-Aug-12           11,616,811.28
30-Sept-12          11,738,312.50
31-Oct-12           11,859,234.84
30-Nov-12           11,981,281.78
31-Dec-12           12,102.733.43
31-Jan-13           12,225,328.51
28-Feb-13           12,348,199.56
31-Mar-13           12,468,657.17
30-Apr-13           12,592,075.98
31-May-13           12,714,858.23
30-Jun-13           12,838,831.26
31-Jul-13           12,962,151.06
31-Aug-13           13,086,680.77
30-Sept-13          13,211,490.80
31-Oct-13           13,335,622.43
30-Nov-13           13,460,992.86
31-Dec-13           13,585,668.03
31-Jan-14           13,711,601.33
28-Feb-14           13,837,818.12
31-Mar-14           13,961,304.50
30-Apr-14           14,088,083.40
31-May-14           14,214,124.67
30-Jun-14           14,341,472.69
31-Jul-14           14,468,065.96
31-Aug-14           14,595,985.62
30-Sept-14          14,724,193.25
31-Oct-14           14,851,620.27
30-Nov-14           14,980,403.35
31-Dec-14           15,108,388.52
31-Jan-15           15,237,749.61
28-Feb-15           15,367,401.91
31-Mar-15           15,493,998.31
30-Apr-15           15,624,227.44
31-May-15           15,753,615.17
30-Jun-15           15,884,428.72
31-Jul-15           16,014,383.29
31-Aug-15           16,145,783.87
30-Sept-15          16,277,480.23
31-Oct-15           16,408,291.05
30-Nov-15           16,540,578.35
31-Dec-15           16,671,962.33
31-Jan-16           16,804,843.17
29-Feb-16           16,938,023.14
31-Mar-16           17,069,042.97

30-Apr-16           17,202,817,68
31-May-16           17,335,644.33
30-Jun-16           17,470,019.19
31-Jul-16           17,603,427.93
31-Aug-16           17,738,405.59
30-Sept-16          17,873,687.10
31-Oct-16           18,007,975.23
30-Nov-16           18,143,863.56
31-Dec-16           18,278,740.26
31-Jan-17           18,415,238.12
28-Feb-17           18,552,043.24
31-Mar-17           18,685,114.80
30-Apr-17           18,822,527.44
31-May-17           18,958,882.59
30-Jun-17           19,096,911.51
31-Jul-17           19,233,864.41
31-Aug-17           19,372,512.33
30-Sept-17          19,511,472.37
31-Oct-17           19,649,328.38
30-Nov-17           19,788,911.55
31-Dec-17           19,927,371.96
31-Jan-18           20,067,581.03
28-Feb-18           20,208,105.74
31-Mar-18           20,344,544.48
30-Apr-18           20,485,692.66
31-May-18           20,625,670.98
30-Jun-18           20,767,452.00
31-Jul-18           20,908,044.13
31-Aug-18           21,050,460.79
30-Sept-18          21,193,198.05
31-Oct-18           21,334,717.66
30-Nov-18           21,478,094.81
31-Dec-18           21,620,235.06
31-Jan-19           21,764,254.93
28-Feb-19           21,908,599.01
31-Mar-19           22,048,495.27
30-Apr-19           22,193,479.20
31-May-19           22,337,177.90
30-Jun-19           22,482,811.68
31-Jul-19           22,627,140.69
31-Aug-19           22,773,427.20
30-Sept-19          22,920,043.02
31-Oct-19           23,065,324.52
30-Nov-19           23,212,597.43
31-Dec-19           23,358,516.26
31-Jan-20           23,506,449.17
29-Feb-20           23,654,715.09
31-Mar-20           23,799,879.35
30-Apr-20           23,948,805.81
31-May-20           24,096,328.45
30-Jun-20           24,245,922.24
31-Jul-20           24,394,092.14

31-Aug-20           24,544,356.23
30-Sept-20          24,694,958.58
31-Oct-20           24,844,106.70
30-Nov-20           24,995,383.81
31-Dec-20           25,145,186.40
31-Jan-21           25,297,141.28
28-Feb-21           25,449,438.21
31-Mar-21           25,596,533.88
30-Apr-21           25,749,504.78
31-May-21           25,900,950.20
30-Jun-21           26,054,606.37
31-Jul-21           26,206,716.46
31-Aug-21           26,361,060.93
30-Sept-21          26,515,752.85
31-Oct-21           26,668,867.53
30-Nov-21           26,824,252.36
31-Dec-21           26,978,039.10
31-Jan-22           27,134,119.89
28-Feb-22           27,290,552.04
31-Mar-22           27,441,391.15
30-Apr-22           27,598,515.00
31-May-22           27,753,988.45
30-Jun-22           27,911,815.98
31-Jul-22           28,067,971.96
31-Aug-22           28,226,506.30
30-Sept-22          28,385,397.51
31-Oct-22           28,542,585.17
30-Nov-22           28,702,187.91
31-Dec-22           28,860,065.69
31-Jan-23           29,020,383.11
28-Feb-23           29,181,061.42
31-Mar-23           29,335,744.40
30-Apr-23           29,497,132.61
31-May-23           29,656,742.16
30-Jun-23           29,818,852.97
31-Jul-23           29,979,163.39
31-Aug-23           30,142,000.00

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EXHIBIT II

PLEDGE MODEL

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"PLEDGE ON CREDIT RIGHTS DERIVING FROM THE COVERAGE AGREEMENT"

In [], on the [] day of [] of 20[].

With the intervention of Mr. [ ], Notary of the Distinguished Association of
[ ], with professional residence in this city

THE PARTIES

Of the one part

Mr. [ ], of age, with professional residence on [ ] and National Identity Card number [ ], in the name and on behalf of CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA, with registered offices in Vigo, Avda. Garcia Barbon 1-3, with Tax Identification Number G-36600369 (hereinafter, the "AGENT"), who takes part in his own name and in the name and on behalf of the Syndicate of LENDING FACILITIES comprised of CAIXA D'ESTALVIS I PENSIONS DE BARCELONA, CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID, CAIXA D'ESTALVIS DE CATALUNYA, CAJA DE AHORROS DE CASTILLA LA MANCHA, CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA, CAJA DE AHORROS DE MURCIA, CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA, CAJA DE AHORROS MUNICIPAL DE BURGOS, CAJA DE AHORROS DEL MEDITERRANEO, MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA "UNICAJA", INSTITUTO DE CREDITO OFICIAL, CAJA DE AHORROS DE SANTANDER Y CANTABRIA, BANCO GALLEGO, S.A., CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ, and LICO LEASING, S.A. E.F.C. that has executed, in favor of NAVIERA TEEKAY GAS III, S.A. (the "BORROWER"), the Loan Agreement referenced in the recitals of this document (hereinafter, the "LENDING FACILITIES", which likewise includes the AGENT). He takes part by virtue of the powers granted to him by means of the deed executed on [ ] and the power of attorney contained in Clause 22.7 of the Loan Agreement to which reference is made below.

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And of the other part,

Mr. [ ], of age, with professional residence on [ ] and National Identity Card number [ ], in the name and on behalf of NAVIERA TEEKAY GAS III, S.A. (hereinafter the "PLEDGOR"), a Spanish company, with registered offices on calle Musgo no. 5 28023 Madrid, with Tax Identification Number A-78553153. Company incorporated for an indefinite period by means of the Deed executed in Madrid before the Notary Mr. Francisco Echavarri Lomo, under his Protocol number 1,791, on file in the Madrid Companies Register in Volume 15546, Folio 1, Page number M-26584, entry 1.

He acts by virtue of [ ].

They have, in my judgment and as they take part, sufficient legal capacity with which to execute this Pledge on Credit Rights deriving from the Coverage Agreement whereby they declare the following

RECITALS

I. Whereas the LENDING FACILITIES executed a syndicated loan agreement with NAVIERA TEEKAY GAS III, S.A. on October 2, 2000, for a total amount of 150,710,000 (one hundred and fifty million seven hundred and ten thousand) Euros divided into two tranches, Tranche A in a total maximum amount of 120,568,000 (one hundred and twenty million five hundred and sixty eight thousand) Euros and Tranche B in a total maximum amount of 30,142,000 (thirty million one hundred and forty two thousand) Euros, for financing the construction of a vessel (Hull no. 319, the "VESSEL") for the transport of liquefied gas with an approximate capacity of 138,000 cubic meters, constructed by the shipbuilder IZAR CONSTRUCCIONES NAVALES, S.A. Such loan agreement was executed by means of the document with the intervention of the Notary of Madrid Mr. Jose Enrique Cachon Blanco. The agreements dated October 31, 2000, December 15, 2000 and [ ] executed with the intervention of the Notary of Madrid Mr. Luis Ramallo Garcia amended some points and assigned given stakes in the loan.

The aforementioned loan agreement, together with all of its amendments, will hereinafter be referred to as the "LOAN AGREEMENT".

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II. Whereas the Pledgor has executed the coverage agreement, a photocopy of which is attached as Exhibit I hereto (the "COVERAGE AGREEMENT").

The company executing the Coverage Agreement with the Pledgor will be referred to as the "COUNTERPART".

III. Whereas the LENDING FACILITIES and the Pledgor have agreed, as an essential element of the Loan Agreement, to the establishment of a pledge on the rights of the Pledgor deriving from the Coverage Agreement.

IV. Whereas in accordance with the contents of the Loan Agreement, the parties hereby agree to formalize this pledge which they put into effect pursuant to the following

CLAUSES

ONE. ESTABLISHMENT OF THE PLEDGE

In guarantee of the complete and timely fulfillment of the obligations and responsibilities that derive or could derive from the Loan Agreement in the future, including the repayment of principal, payment of interest, even interest on arrears, fees, costs, expenses and any other accessory concepts that could exist, thereby covering all of the financial obligations deriving from the aforementioned agreement for which NAVIERA TEEKAY GAS III, S.A. is responsible, without prejudice to any other securities that the LENDING FACILITIES hold or could hold in the future, such Pledgor establishes in favor of the LENDING FACILITIES, which the AGENT accepts in the capacity in which it takes part, a real pledge right on all financial rights that derive or could derive in the future from the Coverage Agreement.

TWO. NOTICES

In view of the object of this pledge, dispossession is substituted by a notice that should be made by the Pledgor to the debtor of the secured right, in other words, the Counterpart. The parties instruct the Notary so that, by means of the Communication attached herewith as Exhibit II, the Counterpart may be notified of the establishment of the pledge and the content of this policy, likewise instructing it, unless indicated in writing by the AGENT to the contrary, to deposit all payments deriving from the Coverage Agreement into the bank account that the

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Pledgor has open in the AGENT under number [Reserve Account].

If the Pledgor does not issue the notices, the Pledgor hereby irrevocably empowers the AGENT to issue any appropriate notices.

THREE. LEX COMISORIA

This agreement, either on its own or together with any other, cannot infringe the contents of section 1859 of the Civil Code and, consequently, in no case does it allow the LENDING FACILITIES to receive more than is due them as a result of the exercise of the pledge, nor may they take possession of the secured objects without prejudice to the possibility of the execution of the pledge in its various forms, as established below.

FOUR. PROCEDURE

The LENDING FACILITIES may, throughout the life of the pledge, undertake any actions deemed necessary or advisable to protect the secured rights in their favor. For this purpose, and in those cases in which this agreement is not sufficient, the Pledgor undertakes to execute any power of attorney or other type of deed as may be necessary.

By real subrogation, the money delivered or paid as a result of the credits assigned and secured will likewise be earmarked toward the security established in this agreement.

The security established in this agreement likewise includes any natural or civil proceeds, including interest, resulting from the secured rights and will adhere to the contents of this agreement for such rights.

In their capacity as secured creditors, the LENDING FACILITIES will be empowered with regard to the assigned credits to exercise any actions for claim or defense that concern the Pledgor, as holder of the secured rights, and to undertake the procedure for collection of the secured credits, either directly or by means of third parties.

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FIVE. EXECUTION OF THE PLEDGE

5.1 Requirements

The Pledge may be executed in the event of a breach of the obligations included in the Loan Agreement or, in general, in the event of grounds for early maturity, pursuant to the terms established therein.

5.2 Notarial or legal execution

For the exercise of the real secured action, and without prejudice to any universal equity liability of NAVIERA TEEKAY GAS III, S.A. that is in no way understood as limited by the establishment of the pledge, the LENDING FACILITIES may choose to file any proceeding legally available to them, whether ordinary judicial, declarative or executive, or the extrajudicial proceeding envisaged in section 1872 of the Civil Code, without the use of any process precluding the possibility of resorting to any of the others, insofar as the obligations secured by this pledge have not been covered in their entirety.

For the purposes of sections 572.2 and 573 of the Ley de Enjuiciamiento Civil (Spanish Civil Procedure Code), all parties to the Loan Agreement have agreed that any quantity due at any time by NAVIERA TEEKAY GAS III, S.A. to any LENDING FACILITY will be as specified in the certificate issued by the AGENT in representation of any of the LENDING FACILITIES, all of which will reflect the books and entries on the loan account. Such quantity will be deemed as liquid, due and payable providing that such certificate is formalized by a Notary who will attest to the fact that the calculation of the quantity is consistent with the procedure agreed upon by the parties and that it coincides with the amount appearing in the loan account.

The presentation of a notarized copy of this agreement together with the certificate mentioned in the preceding paragraph and certificate from number 5 of section 517.2 of the Spanish Civil Procedure Code, indicating that the debt is liquid, due and payable, will suffice for the exercise of the action deriving from the pledge.

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The AGENT should in any case previously notify the Pledgor of the quantity due.

Should the LENDING FACILITIES proceed to execute the pledge on the secured credits by the procedure envisaged in section 1872 of the Civil Code, both parties agree as follows:

(i) The addresses for summons and notices are those indicated in the heading of this document.

(ii) The auction will not be subject to a base rate. Auctions may be awarded by assignment to a third party.

(iii) The Notary appointed by the AGENT will be the competent Commissioner, where appropriate, for the execution.

(iv) The Notary authorized to perform the sale is expressly empowered to take any measures necessary to guarantee the publicity and transparency of the auction. Among other measures, he may demand the deposit of securities by the bidders prior to the auction.

(v) The price obtained from the auction will be delivered directly by the Notary to the AGENT unless, where appropriate, any difference exists between the price obtained from the auction and the amount of the debt.

(vi) The execution will not be interrupted for any reason whatsoever, unless by order of an authority with powers for this, or by payment of the total amount due for the obligations secured by this document prior to the award of the auctioned credits.

The auctions will be advertised ten (10) days before they are to be held, and at least seven (7) days must transpire between each one and, if necessary, these may be advertised simultaneously. The Pledgor will be given the same advance notice. The AGENT or the LENDING FACILITIES or any one of these may take part in the auction. In the event of the award of the credits to any of these, the debt of NAVIERA TEEKAY GAS III, S.A. will be deemed as compensated up to the amount of the price for the award of the rights.

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If the first and second auctions are deserted, the LENDING FACILITIES may take ownership of the object of the pledge and, in this case, will issue a receipt for the entirety of the debt.

With the exception of the case set forth in the preceding paragraph, the LENDING FACILITIES will maintain all rights and actions against NAVIERA TEEKAY GAS III, S.A. for that part of the credit for the obligations deriving from the Loan Agreement that has not been satisfied or that has not been collected by means of the execution of this pledge. In this case a receipt will be given for the quantity that has actually been received.

5.3 Execution without an auction

Given the nature of the secured credit rights and after fulfilling the requirements for execution set forth in subsection 5.1 above, the LENDING FACILITIES may decide to execute the pledge either as set forth in point 5.2 above or by applying the monetary balance of such secured rights to the payment of the credit, without the need for a prior auction, following notice to the Pledgor, copy of which should be sent to the Counterpart.

Such notice will be sent by notary accompanied by the certificate to which paragraph two of clause 5.2 above makes reference. After sending the notice, it will be understood that the award of the full ownership of the secured rights has taken place automatically in favor of the LENDING FACILITIES and the LENDING FACILITIES may exercise such rights and receive the payment thereof from the Counterpart directly, indicating the account to which this should be made, which the Pledgor hereby irrevocably authorizes, with the ability of the AGENT to give any instructions deemed advisable to this respect.

The LENDING FACILITIES will issue a receipt for the payment of the quantity received, thereby reducing the debt of NAVIERA TEEKAY GAS III, S.A. by such quantity.

All quantities obtained as a result of the execution of the pledge will be applied, in the first place, to the obligations pending under Tranche A, and solely insofar as such obligations have been paid, to those deriving from Tranche B.

SIX. WAIVER OF THE PLEDGE

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The LENDING FACILITIES may at any time partially or totally waive the pledge established by means of this document, and in such case should notify their waiver to the Pledgor and execute the corresponding deed of waiver before a Notary Public to render all or a part of the pledge established herein without effect, whichever the case. In the public deed of waiver, the LENDING FACILITY will require the Notary Public to notify the Counterpart of the waiver.

SEVEN. DURATION AND CANCELLATION

The Pledge will remain valid through the total cancellation of the obligation it secures.

The LENDING FACILITIES undertake to formalize, within one (1) month of the notification made by the Pledgor, any public or private documents required by the Pledgor, declaring the pledge established herein as cancelled in its entirety, once the credit secured by it has been repaid in its entirety and the obligations and responsibilities secured by this agreement have been fulfilled in their entirety, providing that the formalization of such documents takes place at the expense of the Pledgor.

EIGHT. COMMUNICATIONS

For any notice or summons with regard to this agreement, the parties indicate the respective addresses noted in the heading of this document.

Any change in the addresses for notices should be made in writing to the other party with acknowledgement of receipt. Until such change has been notified, all notices sent to the address indicated in heading will be deemed as sent.

NINE. APPLICABLE LAW AND JURISDICTION

This Pledge will be governed in its entirety by Spanish Law.

The Parties, expressly waiving any other jurisdiction that may be available to them and without prejudice to legislation currently in force, irrevocably submit to the Courts and Tribunals of Madrid, the place of fulfillment of the obligations, for any questions that could arise with respect to the interpretation, validity or fulfillment of the pledge or its execution.

TEN. SUMS NOT COLLECTED BY MEANS OF THE EXECUTION OF THE SECURITIES ESTABLISHED IN THIS DOCUMENT

The LENDING FACILITIES will preserve all rights and actions available to them

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against NAVIERA TEEKAY GAS III, S.A. and, where appropriate, against third guarantors thereof relative to the part of its credit that has not been collected by execution of the security established by this document.

ELEVEN. ASSIGNMENT

This Pledge is furnished in benefit of the AGENT and the LENDING FACILITIES, as well as any successors or assignees thereof permitted pursuant to the Loan Agreement, and the Pledgor hereby authorizes the assignment of this pledge agreement in favor of such institutions and the substitution of the AGENT pursuant to the terms envisaged in the Loan Agreement itself, in which case the references made in this public deed to the LENDING FACILITIES and the AGENT will be understood as made to their successors or assignees. The assignee may accredit its condition vis-a-vis the Pledgor merely by means of the exhibition of the public deed of assignment envisaged in the Loan Agreement.

TWELVE. EXPENSES

Any costs, expenses and taxes that could arise from the authorization and execution of this agreement, as well as any amendment thereof, will be the expense of the Pledgor and the exclusive responsibility thereof.

THIRTEEN. INDEPENDENCE

The clauses of this agreement are independent from one another so that if any of them are deemed as totally or partially null, the rest of the clauses will remain valid and enforceable in all of their terms.

And in witness whereof, the parties sign this document in triplicate originals and for one sole purpose with the intervention of the Notary in the place and on the date appearing in the heading.

The Parties, by means of their signature on this last sheet, show their full approval with the integral contents of this Agreement, for whose documentary evidence and with the consent of the signatories the Notary Public takes part, attesting to the identity and capacity of the Parties, to the legitimacy of their signatures and the entire contents of the Agreement and, after making the legal warnings, he stamps and signs all of the pages, giving all copies original status as well as full commercial and procedural effects.

[SEAL]

Novation Syndicated Loan Teekay

WITH MY INTERVENTION
THE NOTARY

[SEAL]

Novation Syndicated Loan Teekay

EXHIBIT II

COVERAGE AGREEMENT

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Novation Syndicated Loan Teekay

EXHIBIT II

NOTICE OF PLEDGE MODEL

From: NAVIERA TEEKAY GAS III, S.A.
(the "Pledgor")

To: [Counterpart]

Date: []

Dear Sirs,

We hereby notify you that:

1. By means of the pledge policy dated [ ] (the "Policy"), executed by NAVIERA TEEKAY GAS III, S.A. as Pledgor and CAIXA DE AFOROS DE VIGO OURENSE E PONTEVEDRA (the "AGENT", name that will include any successors and assignees thereof) we have pledged in favor of the AGENT, in its own name and in the name and on behalf of the LENDING FACILITIES (as defined in such document) any financial right to which we have the right or that we hold upon or subsequent to the execution of the agreement as a result of our capacity as parties to the following agreement: [Describe ISDA/CMOF].

2. We hereby irrevocably request that you deposit the payments deriving from the aforementioned agreement into account number [Reserve Account] open in our name in CAIXA DE AFORROS DE VIGO OURENSE E PONTEVEDRA.

3. We advise you that once you have received notice from the AGENT in terms of the execution of the pledge, you should follow the instructions of the AGENT with respect to the account where the payments deriving from the secured rights described in subsection 1 of this notice are to be deposited.

Yours sincerely,

Signed. Mr. []
NAVIERA TEEKAY GAS III, S.A.

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Novation Syndicated Loan Teekay

EXHIBIT III

ACKNOWLEDGEMENT OF RECEIPT MODEL

From: [Counterpart]

To: CAIXAVIGO OURENSE E PONTEVEDRA

Dear Sirs,

We hereby notify you that we are aware of the pledge on any financial rights that could derive in favor of NAVIERA TEEKAY GAS III, S.A. from the following agreement [describe ISDA/CMOF] to which we consent. We likewise undertake to follow the instructions contained in the notice received from NAVIERA TEEKAY GAS III, S.A. dated [ ] and to provide you with a copy of any notice that we send to NAVIERA TEEKAY GAS III, S.A. with regard to the pledge agreement simultaneously upon the delivery to NAVIERA TEEKAY GAS III, S.A. as well as to refrain from consenting to any amendment of the aforementioned agreement without the consent of the AGENT.

Yours sincerely,

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Novation Syndicated Loan Teekay

12 AUG 2004

AMENDATORY NON-EXTINCTIVE NOVATION
AGREEMENT

NAVIERA TEEKAY GAS III, S.A. (Borrower)

Madrid, on July 20, 2004

AMENDATORY NON-EXTINCTIVE NOVATION AGREEMENT

BETWEEN

NAVIERA TEEKAY GAS III, S.A.

AS BORROWER

AND

TEEKAY SHIPPING SPAIN, S.A.

AS GUARANTOR

AND

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA")

CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA")

CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID")

CAIXA D'ESTALVIS DE CATALUNYA

CAJA DE AHORROS DE CASTILLA LA MANCHA

CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA

CAJA DE AHORROS DE MURCIA

CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA

CAJA DE AHORROS MUNICIPAL DE BURGOS

CAJA DE AHORROS DEL MEDITERRANEO

MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y
ANTEQUERA ("UNICAJA")

INSTITUTO DE CREDITO OFICIAL ("ICO")

CAJA DE AHORROS DE SANTANDER Y CANTABRIA

BANCO GALLEGO, S.A.

CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ

MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ

LICO LEASING, S.A. E.F.C.

AS LENDING FACILITIES

[GOMEZ-ACEBO & POMBO ABOGADOS LOGO]

[SEAL]

AMENDATORY NON-EXTINCTIVE NOVATION AGREEMENT

In Madrid, on July 20, 2004.

With the intervention of the Notary of the Distinguished Association of Madrid, Mr. Luis Jacinto Ramallo Garcia.

APPEAR

Of the one part,

Mr. Andres Luna Abella, of age, with National Identity Card number 5.212.376-R and professional residence on Calle Chapineria 5, Madrid, who takes part in the name and on behalf of NAVIERA TEEKAY GAS III, S.A., formerly known as NAVIERA F. TAPIAS GAS III, S.A. (hereinafter, the "BORROWER"), with registered offices on Calle Musgo 5, Madrid and Tax Identification Number A-82715756, in his capacity as Director General as per the deed executed before the Notary of Madrid Mr. Juan Carlos Caballeria Gomez, on May 18, 2004 under his protocol number 1713. Of the other,

Mr. Andres Luna Abella, with National Identity Card number 5.212.376-R in the name and on behalf of TEEKAY SHIPPING SPAIN, S.A. (formerly known as NAVIERA F. TAPIAS, S.A.) (hereinafter the "GUARANTOR") with registered offices on Calle Musgo 5, Madrid and Tax Identification Number A-78553153, in his capacity as Director General as per the deed executed before the Notary of Madrid Mr. Juan Carlos Caballeria Gomez, on May 18, 2004 under his protocol number 1710. And of the other,

Mr. Fermin Bordes Bordes, with professional residence on Avenida de Garcia Barbon 1 y 3, Vigo and with National Identity Card number 40.828.978-E, in the name and on behalf of CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA"), with registered offices on Avenida Garcia Barbon 1 y 3, Vigo and Tax Identification Number G-36600369, by virtue of the power of attorney deed executed on January 3, 2000 before the Notary of La Coruna Mr. Jose Pineiro Prieto, under his protocol number 1.

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Mr. Francisco Javier Limones Estevez, of age, with professional residence on Avenida Diagonal 621-629, Barcelona and with National Identity Card number 50.679.141-K, by virtue of the power of attorney deed executed on November 25, 1992 before the Notary of Barcelona Mr. Jose Vicente Martinez-Borso Lopez, under his protocol number 4418, and Mr. Alfonso Morali Montero, of age, with professional residence on Avenida Diagonal 621-629, Barcelona and with National Identity Card number 785.606-H, by virtue of the power of attorney deed executed on January 25, 1999 before the Notary of Barcelona Mr. Ignacio Manrique Plaza, under his protocol number 266, in the name and on behalf of CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA"), with registered offices on Avenida Diagonal 621-629, Barcelona and Tax Identification Number G-58-899998.

Mr. Cesar Diaz de Teran Lopez, of age, with professional residence on Plaza del Celenque 2, Madrid and with National Identity Card number 5138373-M, by virtue of the power of attorney deed executed on November 15, 1999 before the Notary of Madrid Mr. Gerardo Munoz de Dios, under his protocol number 6753, and Ms. Ana Gonzalez Aldama, of age, with professional residence on Plaza del Celenque 2, Madrid and with National Identity Card number 4591719E, by virtue of the power of attorney deed executed on November 7, 2001 before the Notary of Madrid Mr. Gerardo Munoz de Dios, under his protocol number 2134, in the name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID"), with registered offices on Plaza del Celenque 2, Madrid and Tax Identification Number G-28029007.

Ms. Maria Belen Borque San Martin, of age, with professional residence on Plaza Antonio Maura 6, Barcelona and with National Identity Card number 824654-N, in the name and on behalf of CAIXA D'ESTALVIS DE CATALUNYA, with registered offices on Plaza Antonio Maura 6, Barcelona and Tax Identification Number G-08169815 by virtue of the power of attorney deed executed on September 30, 2002 before the Notary of Barcelona Mr. Jose Marqueno de Llano, under his protocol number 2390.

Mr. Carlos Martin Forero, of age, with professional residence on Parque San Julian 20, Cuenca and National Identity Card number 03.845.505 C, and Mr. Jose Luis Irala Puyo, of age, with professional residence on Parque San Julian 20, Cuenca and National Identity Card number 3788120-C, in the name and on behalf of CAJA DE AHORROS DE CASTILLA LA MANCHA, with registered offices on Parque San Julian 20, Cuenca and Tax Identification Number G-161131336, both by virtue of the power of attorney deed executed on May 9, 2002 before the Notary of Cuenca Mr. Carlos de

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la Haza Guijarro, under his protocol number 1127.

Mr. Andre Perez Martin, of age, with professional residence on Plaza Santa Teresa 10, Avila and with National Identity Card number 6513273-H, in the name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA, with registered offices on Plaza Santa Teresa 10, Avila and Tax Identification Number G-05011846 by virtue of the power of attorney deed executed on September 27, 1988 before the Notary of Avila Mr. Jose Maria Martinez de Artola e Idoy, under his protocol number 1320.

Mr. Alfonso Estrada Fernandez-Hontoria, of age, with professional residence on Gran Via Escultor Salzillo 23, Murcia and with National Identity Card number 50829764-V, in the name and on behalf of CAJA DE AHORROS DE MURCIA, with registered offices on Gran Via Escultor Salzillo 23, Murcia and Tax Identification Number G-30010185, by virtue of the power of attorney deed executed on November 24, 2003 before the Notary of Murcia Mr. Carlos Penafiel de Rio, under his protocol number 5751.

Mr. Alejandro Jesus Perez Wong, of age, with professional residence on Avenida de Carlos III 8, Pamplona and with National Identity Card number 50.862.424-(W)*, in the name and on behalf of CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA, with registered offices on Avenida de Carlos III 8, Pamplona and Tax Identification Number G-31/00199-3, by virtue of the power of attorney deed executed on June 11, 2003 before the Notary of Pamplona Mr. Francisco Salinas Frauca, under his protocol number 1543. * I say: V (Handwritten)

Mr. Jose Luis Navarrete Aranda, of age, with professional residence on Plaza de

la Libertad s/n (Casa del Cordon), Burgos and National Identity Card number
1.495.994-M, in the name and on behalf of CAJA DE AHORROS MUNICIPAL DE BURGOS,
with registered offices on Plaza de la Libertad s/n (Casa del Cordon), Burgos
and Tax Identification Number G-09000787, by virtue of the power of attorney
deed executed on June 12, 2002 before the Notary of Burgos Mr. Jose Luis Herrero
Ortega, under his protocol number 749.

Mr. Juan Legorburo Escobar, of age, with professional residence on Calle San Fernando 40, Alicante and National Identity Card number 51383908-A, in the name and on behalf of CAJA DE AHORROS DEL MEDITERRANEO, with registered offices on Calle San Fernando 40, Alicante and Tax Identification

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Number G-03046562, by virtue of the power of attorney deed executed on January 29, 1999 before the Notary of Alicante Mr. Jose Maria Iriarte Calvo, under his protocol number 254.

Mr. Pedro Ramos Tejerina, of age, with professional residence on Virgen de los Peligros 14, Madrid and with National Identity Card number 71.918.937-F, in the name and on behalf of MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA ("UNICAJA"), with registered offices on Avenida de Andalucia 10 y 12, Malaga and Tax Identification Number G-29498086 by virtue of the power of attorney deed executed on June 30, 1998 before the Notary of Malaga Mr. Jose Manuel de Torres Puentes, under his protocol number 2729.

Mr. Jose Ignacio Gonzalez Martinez, of age, with professional residence on Paseo del Prado 4, Madrid and with National Identity Card number 30581641-J, in the name and on behalf of INSTITUTO DE CREDITO OFICIAL ("ICO"), with registered offices on Paseo del Prado 4, Madrid and Tax Identification Number Q-2876002-C, by virtue of the power of attorney deed executed on February 14, 2003 before the Notary of Madrid Mr. Pedro-Jose Bartolome Fuentes, under his protocol number 565.

Ms. Marta Gonzalez Gonzalez, of age, with professional residence on Plaza de Velarde 3, Santander and with National Identity Card number 2636301-H, and Mr. Francisco Jose Orduna Martinez, of age, with professional residence on Plaza de Velarde 3, Santander and National Identity Card number 51675383-H, in the name and on behalf of CAJA DE AHORROS DE SANTANDER Y CANTABRIA, with registered offices on Plaza de Velarde 3, Santander and Tax Identification Number G-39/003785 by virtue of the power of attorney deed executed on July 17, 2002 before the Notary of Santander Mr. Javier Asin Zurita, under his protocol number 1781.

Ms. Victoria Orasio Aneas, of age, with professional residence on Calle Melilla 1, Torrejon (Madrid) and with National Identity Card number 51385401-C, by virtue of the power of attorney deed executed on February 17, 2000 before the Notary of La Coruna Mr. Federico Macineira Teijeiro, under his protocol number 413, and Ms. Isabel Cenzual Munoz, of age, with professional residence on calle Pico Balaitus 30, Madrid and with National Identity Card number 51336746-X, by virtue of the power of attorney deed executed on April 23, 2003 before the Notary of La Coruna Mr. Jose Antonio Cuervo Somoza, under his protocol number 642, in the name and on behalf of BANCO GALLEGO, S.A., with registered offices on Plaza de Cervantes 15, Santiago de Compostela and Tax Identification Number A-80042112.

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Mr. Jose Luis Perez Perez, of age, with professional residence on Calle Gran Via 6, Madrid and with National Identity Card number 51320437-P, in the name and on behalf of CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, with registered offices on Plaza de San Francisco 1, Seville and Tax Identification Number G-41/000167 by virtue of the power of attorney deed executed on June 6, 2003 before the Notary of Seville Mr. Antonio Ojeda Escobar, under his protocol number 2416.

Mr. Juan Jose Martinez Plaza, of age, with professional residence on Paseo de San Francisco 18, Badajoz and with National Identity Card number 50797945-F, in the name and on behalf of MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ, with registered offices on Paseo de San Francisco 18, Badajoz and Tax Identification Number G-06000681 by virtue of the power of attorney deed executed on January 7, 2002 before the Notary of Badajoz Mr. Luis Pla Rubio, under his protocol number 26.

Mr. Carlos Castro Lopez, of age, with professional residence on Miguel Angel 23, Madrid and with National Identity Card number 50.811.606-Y, in the name and on behalf of LICO LEASING, S.A. E.F.C., with registered offices on Miguel Angel 23, Madrid and Tax Identification Number A-28167799, by virtue of the power of attorney deed executed on January 31, 2001 before the Notary of Madrid Mr. Francisco Jose de Lucas y Cadenas, under his protocol number 210.

(each one of the aforementioned institutions will hereinafter be referred to individually as the "LENDING FACILITY" and jointly as the "LENDING FACILITIES").

All of the foregoing parties will hereinafter be referred to as the "PARTIES".

RECITALS

I. Whereas on October 2, 2000 and with the intervention of the Notary of Madrid Mr. Jose Enrique Cachon Blanco, the BORROWER and the GUARANTOR executed with CAIXANOVA, LA CAIXA, CAJA MADRID and ICO a syndicated loan agreement in an amount of 154,000,000 Euros. Subsequently, the rest of the LENDING FACILITIES joined the loan agreement by means of: (i) an amendatory and stake assignment agreement executed before the Notary of Madrid Mr. Luis Ramallo Garcia on October 31, 2000 and (ii) an assignment agreement executed on December 15, 2000 before the aforementioned notary

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Mr. Luis Ramallo Garcia. On July 2, 2004 an amendatory non-extinctive novation agreement of the aforementioned agreement was executed before the Notary of Madrid Mr. Pedro Elizalde y Aymerich by virtue of which given points of such loan were amended. The loan agreement and aforementioned amendments and assignments indicated in this recital will hereinafter be referred to as the "LOAN AGREEMENT".

II. Whereas the Parties have agreed to include an additional amendment to Clause NINETEEN of the Loan Agreement, in order to modify given obligations established therein, in particular, the minimum amounts by which the BORROWER will be obligated to insure the Vessel in the event of shutdown for failures and the loss thereof.

III. Whereas the GUARANTOR consents to the amendments set forth in this agreement (the "AGREEMENT"), pursuant to which the deposit furnished in security of the obligations of the BORROWER under the Loan Agreement maintains all its effects.

IV. Whereas, in view of the foregoing, the Parties agree to formalize this

amendatory non-extinctive novation Agreement in accordance with the following

CLAUSES

ONE. AMENDMENTS TO THE LOAN AGREEMENT

The Parties agree to amend the following security obligations for the Vessel established in the Loan Agreement:

(i) Effective as of the date of renovation, the BORROWER will be empowered to underwrite a loss of hire insurance for a daily insured amount not to be less than the daily cost of the Time Charter, instead of the previously-established minimum insured value of 75,000 Euros/day.

(ii) The minimum amounts for which the BORROWER will be obligated to insure for Vessel Loss are hereby amended as follows: (a) 250,000,000 Euros as of the date of Delivery and through December 31, 2004; (b) 237,500,000 Euros during the

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year 2005; (c) 225,625,000 Euros during the year 2006; and (d) 125% of the Current Debt from January 1, 2007 through the end of the Period for Repayment of the Loan.

Consequently, subsection 14 of Clause NINETEEN of the Loan Agreement is amended and will hereinafter have the following wording:

"14. THE BORROWER undertakes to furnish an insurance proposal for the Vessel that must receive the favorable opinion of the Insurance Consultant within one month of the signature of this Agreement (with the understanding that the delay in the issue of such Report for causes attributable exclusively to the Insurance Consultant will not be attributable to the BORROWER), as well as to have the Vessel insured with an insurance company of renowned prestige, as customary for companies of its sector and for this type of Vessel, and to underwrite the insurance as indicated in the Report of the Insurance Consultant that will include, at minimum, the insurance indicated below, and will in all cases remain current in the payment of premiums and undertake to comply with any obligations imposed upon it by the aforementioned insurance policies as well as refrain from navigating the Vessel in waters not covered by the corresponding insurance or from making any use of the Vessel that could nullify or harm the policies and to appoint the LENDING FACILITIES as beneficiaries of any compensation that could be paid:

a. Loss of hire (for a minimum amount of 75,000 Euros/day during the first year of operation of the Vessel, and no less than the daily cost of the Time Charter in subsequent years), including crew negligence.

b. Loss of the Vessel in an amount no less than:

(i) 250,000,000 Euros as of the date of Delivery through December 31, 2004

(ii) 237,500,000 Euros during the year 2005

(iii) 225,625,000 Euros during the year 2006

(iv) 125% of the Current Debt from January 1, 2007 through the end of the Period for Repayment of the Loan.

c. Major failure

d. Hull & Machinery in an amount that covers 125% of the Current Debt at all times

e. Crew strikes.

f. Detention of the Vessel, contraband and arrest for claims against other vessels of the shipbuilder.

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g. Civil liability.

h. Stoppage for quarantine.

i. Re-routing for crew disembarkation.

j. Environmental contamination and damage.

k. Damage to cargo.

I. Legal defense.

m. Loss of profit"

TWO. SECURITIES

2.1 The BORROWER and the GUARANTOR hereby ratify each and every one of the securities furnished on October 2, 2000 for the Loan Agreement.

2.2. The GUARANTOR and the BORROWER undertake to perform any acts that are necessary and to execute as many public or private documents as may be necessary or advisable to reflect the agreements made in this Agreement, so that each and every one of the securities furnished to ensure the fulfillment of the Loan Agreement are maintained with all their effects, while adapted to the contents of this Agreement.

THREE. AMENDATORY AND NON-EXTINCTIVE NOVATION

Anything that has not been expressly amended in the Loan Agreement continues to be fully valid in its terms with full force and effects, with the understanding that this Agreement is an amendatory, non-extinctive novation of the Loan Agreement and that it forms an integral part for all purposes of the Loan Agreement.

FOUR. DEFINED TERMS

Any terms that are not defined in this Agreement should be interpreted pursuant to and in accordance with the Loan Agreement.

FIVE. EXPENSES AND TAXES

Any expenses and taxes deriving from the execution and formalization of this Agreement as well as any that are necessary for the amendment of the securities pursuant to the contents of the preceding Clause will be the expense of the BORROWER, including any expenses and fees of notaries and legal advisors taking part therein.

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SIX. APPLICABLE LAW AND JURISDICTION

This Agreement will be interpreted and fulfilled pursuant to its own terms and governed by Spanish law.

For the resolution of any controversies that may arise with regard to the fulfillment, execution and interpretation of this Agreement, the Parties submit to the exclusive jurisdiction of Courts and Tribunals of Madrid.

And in witness whereof, the Parties sign this document in 20 originals and for one sole purpose with the intervention of the Notary, in the place and on the date appearing in the heading.

The Parties, by means of their signature on this last sheet, show their full approval with the integral contents of this Agreement, for whose documentary evidence and with the consent of the signatories the Notary Public takes part, attesting to the identity and capacity of the Parties, to the legitimacy of their signatures and the entire contents of the Agreement and, after making the legal warnings, he stamps and signs all of the pages, giving all copies original status as well as full commercial and procedural effects.

NAVIERA TEEKAY GAS III, S.A.
(illegible signature)
By proxy:
Mr. Andres Luna Abella

TEEKAY SHIPPING SPAIN, S.A.
(illegible signature)
By proxy:
Mr. Andres Luna Abella

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA")
(illegible signature)
By proxy:
Mr. Fermin Bordes Bordes

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CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA")

(illegible signature) (illegible signature)
By proxy: By proxy:
Mr. Francisco Javier Limones Estevez Mr. Alfonso Morali Montero

(illegible signature)                   (illegible signature)
By proxy:                               By proxy:
Mr. Cesar Diaz de Teran Lopez           Ms. Ana Gonzalez Aldama

CAIXA D'ESTALVIS DE CATALUNYA

(illegible signature)
By proxy:
Ms. Maria Belen Borque San Martin

CAJA DE AHORROS DE CASTILLA LA MANCHA

(illegible signature)                   (illegible signature)
By proxy:                               By proxy:
Mr. Carlos Martin Forero                Mr. Jose Luis Irala Puyo

CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA

(illegible signature)
By proxy:
Mr. Andres Perez Martin

CAJA DE AHORROS DE MURCIA

(illegible signature)
By proxy:
Mr. Alfonso Estrada Fernandez-Hontoria

CAJA DE AHORROS Y MONTE DE PIEDAD DE NAVARRA

(illegible signature)
By proxy:
Mr. Alejandro Jesus Perez Wong

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CAJA DE AHORROS MUNICIPAL DE BURGOS

(illegible signature)
By proxy:
Mr. Jose Luis Navarrete Aranda

CAJA DE AHORROS DEL MEDITERRANEO

(illegible signature)
By proxy:
Mr. Juan Legorburo Escobar

MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA ("UNICAJA")
(illegible signature)
By proxy:
Mr Pedro Ramos Tejerina

INSTITUTO DE CREDITO OFICIAL
(illegible signature)
By proxy:
Mr. Jose Ignacio Gonzalez Martinez

By proxy:                               By proxy:
Ms. Marta Gonzalez Gonzalez             Mr. Francisco Jose Orduna Martinez

BANCO GALLEGO, S.A.
(illegible signature)                   (illegible signature)
By proxy:                               By proxy:
Ms.Victoria Orasio Aneas                Ms. Isabel Cenzual  Munoz

CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ
(illegible signature)
By proxy:
Mr. Jose Luis Perez Perez

MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ
(illegible signature)

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By proxy:
Mr. Juan Jose Martinez Plaza

LICO LEASING, S.A. E.F.C
(illegible signature)
By proxy:
Mr. Carlos Castro Lopez

INTERVENING NOTARY
WITH MY INTERVENTION MR. LUIS JACINTO RAMALLO GARCIA

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SWORN TRANSLATION

NON-EXTINCTIVE AMENDMENT AGREEMENT

BY AND BETWEEN

NAVIERA TEEKAY GAS III, S.L.

AS BORROWER

AND

TEEKAY SHIPPING SPAIN, S.L.

AS GUARANTOR

AND

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA")

CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA")

CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID")

CAIXA D'ESTALVIS DE CATALUNYA

CAJA DE AHORROS DE CASTILLA LA MANCHA

CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA

CAJA DE AHORROS DE MURCIA

CAJA DE AHORROS MUNICIPAL DE BURGOS

CAJA DE AHORROS DEL MEDITERRANEO

MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y
ANTEQUERA ("UNICAJA")

INSTITUTO DE CREDITO OFICIAL ("ICO")

CAJA DE AHORROS DE SANTANDER Y CANTABRIA

BANCO GALLEGO, S.A.

CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ

MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ

LICO LEASING, S.A. E.F.C.

AS LENDING ENTITIES

[GOMEZ-ACEBO & POMBO ABOGADOS LOGO]

[Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

[ILLEGIBLE SIGNATURE]

SWORN TRANSLATION

NON-EXTINCTIVE AMENDMENT AGREEMENT

In Madrid, March 16, 2005.

With the intervention of Notary Public of the Honourable College of Madrid Mr. Luis Jacinto Ramallo Garcia.

APPEAR

Of the first part,

NAVIERA TEEKAY GAS III, S.L., previously called NAVIERA F. TAPIAS GAS III, S.A. (hereinafter, the "BORROWER"), with registered offices at Calle Musgo 5, Madrid and Tax Identification Number (C.I.F.) B-82715756, duly represented, as set forth in the general note of intervention at the end hereof.

Of the other,

TEEKAY SHIPPING SPAIN, S.L. (previously called NAVIERA F. TAPIAS, S.A.) (hereinafter, the "GUARANTOR") with registered offices at Calle Musgo 5, Madrid and Tax Identification Number (C.I.F.) B-78553153, duly represented, as set forth in the general note of intervention at the end hereof.

And, of the other,

CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA ("CAIXANOVA" or the "AGENT"), with registered offices at Avenida Garcia Barbon 1 and 3, Vigo and Tax Identification Number (C.I.F.) G-36600369, duly represented, as set forth in the general note of intervention at the end hereof.

CAIXA D'ESTALVIS I PENSIONS DE BARCELONA ("LA CAIXA"), with registered offices at Avenida Diagonal 621-629, Barcelona and Tax Identification Number (C.I.F.) G-58-899998, duly represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID ("CAJA MADRID"), with registered
offices at Plaza del Celenque 2, Madrid and Tax Identification

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Number (C.I.F.) G-28029007, duly represented, as set forth in the general note of intervention at the end hereof.

CAIXA D'ESTALVIS DE CATALUNYA, with registered offices at Plaza Antonio Maura 6, Barcelona and Tax Identification Number (C.I.F.) G-08169815, duly represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS DE CASTILLA LA MANCHA, with registered offices at Parque San Julian 20, Cuenca and Tax Identification Number (C.I.F.) G-161131336, duly represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS AND MONTE DE PIEDAD DE AVILA, with registered offices at Plaza Santa Teresa 10, Avila and Tax Identification Number (C.I.F.) G-05011846, duly represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS DE MURCIA, with registered offices at Gran Via Escultor Salzillo 23, Murcia and Tax Identification Number (C.I.F.) G-30010185, duly represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS MUNICIPAL DE BURGOS, with registered offices at Plaza de la

Libertad s/n (Casa del Cordon), Burgos and Tax Identification Number (C.I.F.)
G-09000787, duly represented, as set forth in the general note of intervention
at the end hereof.

CAJA DE AHORROS DEL MEDITERRANEO, with registered offices at Calle San Fernando 40, Alicante and Tax Identification Number (C.I.F.) G-03046562, duly represented, as set forth in the general note of intervention at the end hereof.

MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA ("UNICAJA"), with registered offices at Avenida de Andalucia 10 and 12, Malaga and Tax Identification Number (C.I.F.) G-29498086, duly represented, as set forth in the general note of intervention at the end hereof.

INSTITUTO DE CREDITO OFICIAL ("ICO"), with registered offices at Paseo del Prado 4, Madrid and Tax Identification Number (C.I.F.) Q-2876002-C, duly represented, as set forth in the general note of intervention at the end hereof.

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CAJA DE AHORROS DE SANTANDER Y CANTABRIA, with registered offices at Plaza de Velarde 3, Santander and Tax Identification Number (C.I.F.) G-39/003785, duly represented, as set forth in the general note of intervention at the end hereof.

BANCO GALLEGO, S.A., with registered offices at Plaza de Cervantes 15, Santiago de Compostela and Tax Identification Number (C.I.F.) A-80042112, duly represented, as set forth in the general note of intervention at the end hereof.

CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ, with registered offices at Plaza de San Francisco 1, Seville and Tax Identification Number (C.I.F.) G-41000167, duly represented, as set forth in the general note of intervention at the end hereof.

MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ, with registered offices at Paseo de San Francisco 18, Badajoz and Tax Identification Number (C.I.F.) G-06000681, duly represented, as set forth in the general note of intervention at the end hereof.

LICO LEASING, S.A. E.F.C., with registered offices at Miguel Angel 23, Madrid and Tax Identification Number (C.I.F.) A-28167799, duly represented, as set forth in the general note of intervention at the end hereof.

(hereinafter, each of the aforementioned entities, the "LENDING ENTITY" and, collectively, the "LENDING ENTITIES").

All of the above, hereinafter, the "PARTIES".

RECITALS

I. On October 2, 2000 and with the intervention of the Notary Public of Madrid Mr. Jose Enrique Cachon Blanco, the BORROWER and the GUARANTOR entered into a syndicated loan agreement with Caixa de Aforros de Vigo, Ourense e Pontevedra, Caixa D'Estalvis i Pensions de Barcelona (La Caixa), Caja de Ahorros y Monte de Piedad de Madrid (Caja Madrid) and Instituto de Credito Oficial (ICO) for an amount of 154,000,000 Euro. Subsequently, the remaining LENDING ENTITIES and Caja de Ahorros y Monte de Piedad de Navarra were incorporated into the loan agreement pursuant to: (i) an

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amendment and share assignment agreement executed before the Notary Public of Madrid Mr. Luis Ramallo Garcia on October 31, 2000 and (ii) an assignment agreement executed on December 15, 2000 before the aforementioned Notary Public Mr. Luis Ramallo Garcia. On July 2, 2004 and July 20, 2004, before the Notaries Public of Madrid Mr. Pedro de Elizalde y Aymerich and Mr. Luis Ramallo Garcia, respectively, non-extinctive amendment agreements relating to the aforementioned loan agreement were executed, pursuant to which certain aspects of such loan were amended. Finally, on February 28, 2005 a share assignment agreement was executed before the aforementioned Notary Public Mr. Luis Ramallo Garcia, pursuant to which Caja de Ahorros y Monte de Piedad de Navarra assigned the whole of its share in the loan agreement to Caixa de Aforros de Vigo, Ourense e Pontevedra (Caixanova). Hereinafter, the loan agreement and the amendments and assignments mentioned herein shall jointly be referred to as the "LOAN AGREEMENT".

II. The Parties have agreed that the BORROWER may increase the franchise of the loss-of-hire insurance from 15 to 60 days and set a maximum insured period of 300 days, and the Parties have also agreed to include a series of amendments to the Loan Agreement, consisting of: (i) eliminating all references to financial ratios, as compliance with such ratios is no longer a requirement in accordance with the current wording of the Loan Agreement, (ii) eliminating the Stranding Account of the Loan Agreement,
(iii) amending the operation of the Income Account and (iv) eliminating the references to the origin of the funds when funding the Reserve Account, although such conditions shall be subject to the condition subsequent provided under the Third Clause of this agreement (the "AGREEMENT").

III. The GUARANTOR consents to the amendments agreed to hereunder and in the first demand personal guarantee's, provided as security for the BORROWER's obligations derived from the Loan Agreement, remaining in full force and effect.

IV. In view of the foregoing, the Parties agree to execute the present non-extinctive amendment Agreement in accordance with the following

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CLAUSES

FIRST.- FRANCHISE OF LOSS-OF-HIRE INSURANCE

As regards the loss-of-hire insurance held by the BORROWER in accordance with section 14.- Clause NINETEENTH of the Loan Agreement, the Parties have agreed that the BORROWER may increase the franchise of such insurance to 60 days (as opposed to the 15-day franchise contracted by the BORROWER up to the date hereof). Furthermore, the BORROWER may contract a maximum insured period of 300 days for loss-of-hire.

SECOND.- AMENDMENTS TO THE LOAN AGREEMENT

2.1 Elimination of references to financial ratios

As, in accordance with the current wording of the Loan Agreement, the BORROWER is no longer obliged to meet obligations concerning financial ratios, the Parties have agreed, for clarification purposes only, to eliminate all references to financial ratios included in the Loan Agreement.

As a result thereof, the following amendments are introduced:

(1) In Clause FIRST, the definitions of RATIO CALCULATION DATE, ANNUAL DEBT SERVICING COVERAGE RATIO and ANNUAL DEBT SERVICING are hereby suppressed.

(2) In Clause NINETEENTH:

(a) Section 2.(ii) is hereby amended, and shall hereinafter be worded as follows:

(ii) As soon as they are available, but in any event prior to February 15 and August 15 each year, the Balance Sheet and Profit and Loss Account and Cash Flow statement of the BORROWER closed as of December 31 and June 30, following the same accounting criteria used to formulate the annual accounts."

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(b) Section 18 is hereby suppressed, which hereinafter shall have no content whatsoever.

(3) Section 1.p) Clause TWENTY-FIRST is hereby suppressed, and hereinafter shall have no content whatsoever.

2.2 Income Account

The Parties have agreed to eliminate certain limitations to the disposal of funds paid into the Income Account provided for in the Loan Agreement, so that funds deposited in the Income Account may be available to the BORROWER every month.

As a result thereof, section 2 Clause TWENTIETH of the Loan Agreement is hereby amended, and shall hereinafter have the following wording:

"2.- Income Account

All disposals by the BORROWER of the Loan shall be paid into the Income Account.

Furthermore, the BORROWER shall ensure that all amounts originating from the Time-Charter Agreement, or other income not to be allocated to another specific account mentioned hereunder, be paid into the Income Account.

During the Availability Period, the BORROWER may only dispose of the Income Account to perform payments in accordance with the Construction Agreement.

During the Redemption Period (and save in the event of occurrence of a Cause for Early Termination) the BORROWER may freely dispose of amounts paid into the Income Account. All amounts paid into the Income Account shall serve to attend, inter alia, to the following payments:

(i) Payment of interest and fees of Tranches A and B of the Loan.

(ii) Redemption, where applicable, of Tranches A and B of the Loan.

(iii) Provision of the Reserve Account.

For the purposes of the provisions of this section, the reference to "interest of Tranches A and B of the Loan" includes in any event, and as well as interest payable

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to the LENDING ENTITIES at the Rates applicable to the Loan in accordance with the provisions of Clauses NINTH to THIRTEENTH hereunder, settlements, as the case may be, to be made by the BORROWER to its counterparty pursuant to the provisions of the IRS Agreements."

As a result of this amendment to the operation of the Income Account, it is agreed to amend section 1.q) Clause TWENTY-FIRST, which shall hereinafter have the following wording:

"q) In the event of agreement of a distribution of dividends to the BORROWER's shareholders (i) without prior performance of all obligations derived from the present agreement or (ii) in the event of occurrence of any Cause for Early Termination."

2.3 Stranding Account

The Parties agree to eliminate the BORROWER's obligation to hold and fund, in accordance with the provisions of the Loan Agreement, the Stranding Account. Consequently, section 3 Clause TWENTIETH of the Loan Agreement is hereby eliminated, and all remaining references to the Stranding Account in the Loan Agreement, or in any guarantees provided on October 2, 2000 as security for the Loan Agreement, shall be deemed non-existent.

2.4 Reserve Account

The Parties have agreed to eliminate references to the origin of the funds to be paid into the Reserve Account, in order to allow the Reserve Account to be provided for by funds originating from any source of income.

Consequently, section 4 Clause TWENTIETH of the Loan Agreement is hereby amended, and shall hereinafter have the following wording:

"4.- Reserve Account

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The Reserve Account shall be funded on a monthly basis in the amounts set forth in Appendix I. Notwithstanding the foregoing, the balance of the Reserve Account may fall below the balance corresponding to each of the Dates set forth in the aforementioned Appendix I ("REFERENCE DATES") provided that: (i) BORROWER evidences -- to the AGENT's satisfaction -- the existence of interest rate hedging agreements in force which ensure that the balance of the Reserve Account shall coincide with the amount set forth in the aforementioned Appendix on a subsequent Reference Date, and (ii) said hedging agreements are pledged in accordance with the form attached as Appendix II.

The Reserve Account may only be disposed of (i) to attend to the coverage of contingencies in regular obligations to pay principal and interest due in accordance herewith for both Tranches and (ii) on the Final Maturity Date, the remaining balance for the redemption of Tranche B.

The principal of the Reserve Account shall be reinvested on a monthly basis at an interest rate of EURIBOR minus 0.25%.

This Reserve Account shall be subject to review on a monthly basis, and shall be restructured and recapitalised as necessary to achieve its purpose."

THIRD.- CONDITION SUBSEQUENT

3.1 The Parties have agreed - which is of the essence and determines their consent to the agreements and amendments provided in Clauses First and Second hereunder- that the BORROWER and the GUARANTOR shall undertake, as of the date hereof and for the duration of the Loan, that the sum of (i) the amounts available pursuant to the credit facilities executed and in force from time to time in favour of any Group Companies (the "CREDIT FACILITIES") and (ii) the balance of the accounts "Cash in Hand" and "Banks" in the Group's consolidated balance sheet, exceed a minimum amount of five million (5,000,000) Euro.

For the purposes of the provisions of this Clause, the following companies shall be deemed "GROUP" companies: TEEKAY SHIPPING SPAIN, S.L., NAVIERA TEEKAY GAS, S.L., NAVIERA TEEKAY GAS II, S.L., NAVIERA TEEKAY GAS III, S.L. and NAVIERA TEEKAY GAS IV, S.L.

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Compliance with such obligation shall be evidenced by the BORROWER and the GUARANTOR by delivering to the Agent, within the fifteen (15) Calendar Days following the end of each calendar quarter, the GUARANTOR's consolidated balance sheet referring to the preceding quarter, and a certificate signed by an officer of the GUARANTOR with sufficient powers -- setting forth the average available amount of the Credit Facilities during the preceding quarter --, resulting from the aforementioned documents that the minimum amount provided in the foregoing paragraph has been reached.

In the event that, at any time, the sum of the balance of the accounts "Cash in Hand" and "Banks" of the Group consolidated balance sheet and the amount available from the Credit Facilities should fall below five million (5,000,000) o Euro, the BORROWER and the GUARANTOR shall be obliged, with no need to serve a prior request on the part of the LENDING ENTITIES, immediately to cure such breach by adopting the necessary measures in order to fund the Group accounts with sufficient funds or to increase the amounts available under the Credit Facilities in order to company with such limit.

3.2 The First and Second Clauses hereunder shall be subject to a condition subsequent, in the event that the BORROWER or the GUARANTOR should fail to cure the breach of the obligation provided under paragraph 3.1 above (by presentation of the consolidated balance sheet and certificate mentioned in paragraph 3.1 above, reflecting that the sum of the balance of the accounts "Cash in Hand" and "Banks" and amounts available under the Credit Facilities are equal to or grater than the amount provided above) within one (1) Month as from the date on which the Agent should have requested in writing that they cure such breach, and the LENDING ENTITIES, through the Agent, should have expressed in writing to the BORROWER and the GUARANTOR the occurrence of such condition subsequent provided hereunder.

Consequently, in the event that the Agent should serve the aforementioned notice, and therefore in the event of performance of the condition subsequent provided in this section, any agreements and amendments provided under Clauses First and Second hereunder shall become without

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force and effect, and the Loan Agreement shall remain with the wording, terms and conditions in force until the date hereof.

In the event of failure by the Agent to declare the performance of the condition subsequent in accordance with the provisions of this section 3.2, this shall in no event be deemed a waiver or forfeiture of the LENDING ENTITIES' right to invoke the aforementioned condition subsequent.

FOURTH.- GUARANTEES

4.1 The BORROWER and the GUARANTOR hereby ratify each and every one of the guarantees provided on October 2, 2000 as security for the Loan Agreement.

4.2 The GUARANTOR and the BORROWER undertake to perform any acts as may be necessary, and to execute any public or private documents as may be necessary or convenient to reflect the agreements adopted hereunder, in order that each and every one of the guarantees provided as security for the proper performance of the Loan Agreement are maintained with full effect, but adapted to the provisions hereunder.

FIFTH.- NON-EXTINCTIVE AMENDMENT

For all matters not expressly amended, the Loan Agreement shall remain in force in its own terms with full force and effect, and the present Agreement shall be deemed to constitute a non-extinctive amendment of the Loan Agreement, and the present Agreement shall form integral part of the Loan Agreement for all intents and purposes.

SIXTH.- DEFINED TERMS

Terms not defined hereunder must be construed according to and in accordance with the Loan Agreement.

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SEVENTH.- EXPENSES AND TAXES

All expenses and taxes derived from execution and delivery hereof and any which may be necessary to amend the guarantees in accordance with the provisions of the foregoing Clause shall be borne by the BORROWER, including fees and commissions of intervening notaries and legal advisors.

EIGHTH.- APPLICABLE LAW AND JURISDICTION

The present Agreement shall be construed and performed in its own terms, and shall be governed by Spanish law.

The parties hereby submit to the exclusive jurisdiction of the Courts of the city of Madrid for the resolution of any controversies as may arise relating to the performance, enforcement and construction hereof.

AND in witness whereof, the Parties hereby sign this document in 19 counterparts and to one sole effect, with the intervention of the Notary Public at the place and date mentioned ut supra.

The Parties, by signing the last page hereof, express their full agreement to the integral content hereof, in witness whereof and with the consent of the signatories, the intervening Notary Public, in witness of the identity and capacity of the parties, of the authenticity of their signatures and of the lawfulness of all agreements provided in the Agreement, and having made the requisite legal warnings, signs and seals all pages, attributing to all counterparts thus instrumented the condition of an original document, fully effective for commercial and procedural purposes.

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NAVIERA TEEKAY GAS III, S.A.            TEEKAY SHIPPING SPAIN, S.A.

[illegible signature]                   [illegible signature]

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CAIXA DE AFORROS DE VIGO, OURENSE       CAIXA D'ESTALVIS I PENSIONS DE
E PONTEVEDRA                            BARCELONA

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CAJA DE AHORROS y MONTE DE PIEDAD       INSTITUTO DE CREDITO OFICIAL
DE MADRID

[illegible signature]                   [illegible signature]

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MONTE DE PIEDAD y CAJA GENERAL DE       CAIXA D'ESTALVIS DE CATALUNYA
AHORROS DE BADAJOZ

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[illegible signature]                   [illegible signature]

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CAJA DE AHORROS DE CASTILLA LA MANCHA   CAJA DE AHORROS y MONTE DE PIEDAD
                                        DE AVILA

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CAJA DE AHORROS DE MURCIA               CAJA DE AHORROS MUNICIPAL DE BURGOS

[illegible signature]                   [illegible signature]

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LICO LEASING, S.A. E.F.C.               CAJA DE AHORROS DEL MEDITERRANEO

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MONTES DE PIEDAD AND CAJAS DE           CAJA DE AHORROS DE SANTANDER y CANTABRIA
AHORROS DE RONDA,CADIZ, ALMERIA,
MALAGA y ANTEQUERA

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BANCO GALLEGO, S.A.                     CAJA DE AHORROS PROVINCIAL SAN FERNANDO
                                        DE SEVILLA y JEREZ

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GENERAL INTERVENTION

WITH MY INTERVENTION, I WITNESS, the identity, capacity and authenticity of the signatures of the intervening parties listed below, and their agreement to and approval of the content of the present Policy, as drafted herein, which is set forth in thirteen pages, and the 6 pages on which this intervention is extended, all of them sealed and initialled by me, executed in 19 counterparts and to one sole effect, one of which shall remain in my files. I hereby evidence that representation of:

"NAVIERA TEEKAY GAS III, S.A.", is held by MR. PEDRO-MANUEL SOLANA MARTINEZ, of legal age, holding Personal Identification Document (D.N.I.) number 25943811-H, as Attorney, with a special power of attorney as evidenced by the public deed granted before the Notary Public of Madrid Mr. Juan Carlos Caballeria Gomez, on March 11, 2005, holding number 992 of his official files.

"TEEKAY SHIPPING SPAIN, S.A." is held by MR. PEDRO-MANUEL SOLANA MARTINEZ, of legal age, holding Personal Identification Document (D.N.I.) number 25943811-H, as Attorney, with a special power of attorney as evidenced by the public deed granted before the Notary Public of Madrid Mr. Juan Carlos Caballeria Gomez, on March 11, 2005, holding number 984 of his official files.

"CAIXA DE AFORROS DE VIGO, OURENSE E PONTEVEDRA (CAIXANOVA)" is held by MR. PABLO-FRANCISCO HERRERO MARTINEZ, of legal age, holding Personal Identification Document (D.N.I.) number 1084898-B, as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of Vigo Mr. Jose Pedro Riol Lopez, on June 2, 2003, holding number 1696 of his official files, registered with the Pontevendra Commercial Registry, volume 2404, book 2404, sheet 108, page PO-4111, 310th entry. He complements his powers for the present act with a certification issued by Mr. Angel Lopez-Corona Davila, Assitant General Manager, and Manager of the Financial Division, dated March 14, 2005, with the signature thereof duly authenticated by Mr. Jose Pedro Riol Lopez, Notary Public of Vigo.

"CAIXA D'ESTALVIS I PENSIONS DE BARCELONA (LA CAIXA)" is held by MS. ANA MARIA PEREZ FERNANDEZ, of legal age, holding Personal Identification Document (D.N.I.) number 393979-N, as Attorney, with a joint power of attorney which she assures me is currently still in force, granted before the Notary Public of Barcelona Mr. Tomas Gimenez Duart, on October 26, 2000, holding number 5942 of his official files, registered with the Barcelona Commercial Registry, volume 20,400, sheet 128, page B-5614, 818th entry, and MR. JOSE MARIA TORIBIO GONZALEZ, of legal age, holding Personal Identification Document (D.N.I.) number 2898132-V, as Attorney, with a joint power of attorney which he assures me is currently still in force, granted before the Notary Public of Barcelona Mr. Tomas Gimenez Duart, on November 29, 2004, holding number 5800 of his official files, registered with the Barcelona Commercial Registry, volume 36,591, sheet 137, page B-5614, 1,189th entry. They complements their powers for the present act with a certification issued by Mr. Jose Ramon Montserrat Miro, Secretary of the Permanent Credit Committee of Caja de Ahorros y Pensiones de Barcelona, dated March 14, 2005, with the signature thereof duly authenticated by Mr. Gerardo Munoz de Dios, Notary Public of the Honourable College of Madrid.

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"CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID (CAJA MADRID)" is held by MR. CESAR DIEZ DE TERAN LOPEZ, of legal age, holding Personal Identification Document (D.N.I.) number 51382373-M, as Attorney, with a joint power of attorney which he assures me is currently still in force granted before the Notary Public of Madrid Mr. Gerardo Munoz de Dios, on November 15, 1999, holding number 6753 of his official files, registered with the Madrid Commercial Registry Page M-52454, 482nd entry, and MS. ANA ESTHER HERNANDO LOPEZ, of legal age, holding Personal Identification Document (D.N.I.) number 50439420-Y, as Attorney, with a joint power of attorney which she assures me is currently still in force, granted before the Notary Public of Madrid Mr. Gerardo Munoz de Dios, on February 27, 2002, holding number 1124 of his official files, registered with the Madrid Commercial Registry Page M-52454, 571st entry.

"CAIXA D'ESTALVIS DE CATALUNYA" is held by MS. MARIA BELEN BORQUE SAN MARTIN, of legal age, holding Personal Identification Document (D.N.I.) number 824654-N, as Attorney, with a power of attorney which she assures me is currently still in force, granted before the Notary Public of Barcelona Mr. Jose Marqueno de Llano, on September 30, 2002, holding number 2390 of his official files, registered with the Barcelona Commercial Registry, page B-47741, 480th entry. She complements her powers for the present act with a certification issued by Mr. Josep Maria Alentorn I Torras, Assitant General Manager of Caixa d'Estalvis de Catalunya, dated March 14, 2005, with the signature thereof duly authenticated by Mr. Jose Marqueno de Llano, Notary Public of Barcelona, on March 15, 2005.

"CAJA DE AHORROS DE CASTILLA LA MANCHA" is held, as Joint Attorneys, by MR. IGNACIO GONZALEZ ASCARZA, of legal age, holding Personal Identification Document (D.N.I.) number 3858886-S as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of Cuenca Mr. Carlos de la Haza Guijarro, on May 7, 2003, holding number 836 of his official files, registered with the Cuenca Commercial Registry, where it caused the 278TH ENTRY, volume 381, sheet 49, page CU-690, and MS. MARIA ROSARIO RINCON MERA, of legal age, holding Personal Identification Document (D.N.I.) number 5654643-R as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of Cuenca Mr. Carlos de la Haza Guijarro, on May 9, 2002, holding number 1127 of his official files, registered with the Cuenca Commercial Registry, where it caused the 239TH ENTRY, volume 342, sheet 108, page CU-690.

"CAJA DE AHORROS Y MONTE DE PIEDAD DE AVILA" is held by MR. ANDRES PEREZ MARTIN, of legal age, holding Personal Identification Document (D.N.I.) number 6513273-H as Attorney, with a power of attorney which he assures me is currently still in force, granted in Avila on September 27, 1988, before the Notary Public Mr. Jose Maria Martinez de Artoloa e Idoy, holding number 1320 of his official files, which caused in the Avila Commercial Registry, the 17th entry in the corporate page.

"CAJA DE AHORROS DE MURCIA" is held by MR. ALFONSO ESTRADA FERNANDEZ-HONTORIA, of legal age, holding Personal Identification Document (D.N.I.) number 50829764-V as Verbal Attorney, with a power of attorney which he assures me

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[Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

is currently still in force, granted before the Notary Public of Murcia Mr. Carlos Penafiel del Rio, on November 24, 2003, holding number 5751 of his official files. A copy thereof is registered with the Commercial Registry.

"CAJA DE AHORROS MUNICIPAL DE BURGOS" is held by MS. MARIA RODA NEVE, of legal age, holding Personal Identification Document (D.N.I.) number 2894705-V as Attorney, with a power of attorney which she assures me is currently still in force, granted before the Notary Public of Burgos Mr. Jose Luis Herrero Ortega, on April 14, 2004, holding number 803 of his official files, registered with the Burgos Commercial Registry, page BU-1669, 237th entry.

"CAJA DE AHORROS DEL MEDITERRANEO" is held by MS. MARIA ALFONSO NICOLAS, of legal age, holding Personal Identification Document (D.N.I.) number 25137781-T as Attorney, with a power of attorney which she assures me is currently still in force, granted before the Notary Public of Alicante Mr. Francisco Benitez Ortiz, on February 20, 2003, holding number 796 of his official files, registered with the Alicante Commercial Registry, page A-9358, 455th entry.

"MONTES DE PIEDAD Y CAJAS DE AHORROS DE RONDA, CADIZ, ALMERIA, MALAGA Y ANTEQUERA (UNICAJA)" is held by MR. DAVID IGLESIAS RICO, of legal age, holding Personal Identification Document (D.N.I.) number 52189891-Q as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of Malaga Mr. Jose Manuel de Torres Montes, on December 5, 1996, holding number 5080 of his official files, registered with the Malaga Commercial Registry, volume 1137, book 50, sheet 130, page MA-2447, 146th entry. He complements his powers for the present act with a certification issued by Mr. Antonio Lopez Lopez, Manager of the Financial Division, and Mr. Pedro Costa Samaniego, Manager of Network Division, dated March 14, 2005, with the signature thereof duly authenticated by Mr. Miguel Prieto Fenech, Notary Public of Malaga.

"INSTITUTO DE CREDITO OFICIAL (ICO)" is held by MR. JOSE IGNACIO GONZALEZ MARTINEZ, of legal age, holding Personal Identification Document (D.N.I.) number 30581641-J as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of Madrid Mr. Pedro-Jose Bartolome Fuentes, on February 14, 2003, holding number 565 of his official files. A copy thereof is registered with the Commercial Registry.

"CAJA DE AHORROS DE SANTANDER Y CANTABRIA" is held by MS. MARTA GONZALEZ GONZALEZ, of legal age, holding Personal Identification Document (D.N.I.) number 2636301-H and MS. MARIA CRISTINA BLANCO MARTINEZ, of legal age, holding Personal Identification Document (D.N.I.) number 13722807-H, as Attorneys, with powers of attorney which they assure me are currently still in force, granted before the Notary Public of Santander Mr. Javier Asin Zurita, on July 17, 2002, holding number 1781 of his official files, registered with the Santander Commercial Registry, page S-2561, 81st entry.

"BANCO GALLEGO, S.A." is held by MR. RAFAEL ORTEGA JODRA, of legal age, holding Personal Identification Document (D.N.I.) number 1921712-Q as Attorney, with

Amendment Teekay Gas III Loan

[Illegible signature]

SWORN TRANSLATION

[Stamp: LUIS RAMALLO GARCIA; NOTARY PUBLIC MADRID; NIHIL PRIUS FIDE]

a power of attorney which he assures me is currently still in force, granted before the Notary Public of La Coruna Mr. Manuel Martinez Rebullido, on September 17, 2004, holding number 1889 of his official files, registered with the La Coruna Commercial Registry, page C-22011, 376th entry, and MR. ANGEL LUIS SALCEDO ROMERO, of legal age, holding Personal Identification Document (D.N.I.) number 8993701-B as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of La Coruna Mr. Manuel Martinez Rebullido, on September 17, 2004, holding number 1942 of his official files, registered with the La Coruna Commercial Registry, page C-22011, 397th entry.

"CAJA DE AHORROS PROVINCIAL SAN FERNANDO DE SEVILLA Y JEREZ" is held by MR. JUAN FRANCISCO JIMENEZ JIMENEZ, of legal age, holding Personal Identification Document (D.N.I.) number 50812038-R as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of Sevilla Mr. Antonio Ojeda Escobar, on June 6, 2003, holding number 2416 of his official files, registered with the Seville Commercial Registry, volume 3314 General Companies Volume, sheet 16, page number SE-6747, 95th entry.

"MONTE DE PIEDAD Y CAJA GENERAL DE AHORROS DE BADAJOZ" is held by MR. JUAN JOSE MARTINEZ PLAZA, of legal age, holding Personal Identification Document (D.N.I.) number 50797945-F, as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of Badajoz Mr. Luis Pla Rubio, on January 7, 2003, holding number 26 of his official files, registered with the Badajoz Commercial Registry, sheet 101 volume 36, page number BA-1853, 397th entry. He complements his powers for the present act with a certification issued by Mr. Jose Antonio Marcos Blanco, General Manager of the Entity, dated March 10, 2005, of whose position I am certain.

"LICO LEASING, S.A. E.F.C" is held by MR. CARLOS CASTRO LOPEZ, of legal age, holding Personal Identification Document (D.N.I.) number 50811606-Y as Attorney, with a power of attorney which he assures me is currently still in force, granted before the Notary Public of Madrid Mr. Francisco-Jose de Lucas y Cadenas, on January 31, 2001, holding number 210 of his official files. A copy thereof is registered with the Commercial Registry.

In Madrid, March sixteenth two thousand and five.

THE NOTARY PUBLIC

Amendment Teekay Gas III Loan

[Illegible signature]

SWORN TRANSLATION

DNA. SOFIA DE RAMON-LACA CLAUSEN, INTERPRETE JURADO DE INGLES, CERTIFICO QUE LA QUE ANTECEDE ES LA TRADUCCION FIEL Y COMPLETA DEL ESPANOL AL INGLES, EN DIECIOCHO (18) PAGINAS ESCRITAS SOLAMENTE POR EL ANVERSO, SIENDO ESTA LA DECIMONOVENA, DEL DOCUMENTO EN ESPANOL, CONSISTENTE EN UNA POLIZA INTERVENIDA POR EL NOTARIO DON LUIS RAMALLO GARCIA DE NOVACION MODIFICATIVA NO EXTINTIVA DE CONTRATO DE FECHA 16 DE MARZO DE 2005.

MADRID, 3 DE ABRIL DE 2005

I, MS. SOFIA DE RAMON-LACA CLAUSEN, SWORN TRANSLATOR INTO THE ENGLISH LANGUAGE, DO HEREBY CERTIFY THAT THE FOREGOING IS THE TRUE AND COMPLETE TRANSLATION FROM SPANISH INTO ENGLISH, ON EIGHTEEN (18) PAGES WRITTEN ON ONE SIDE ONLY, THIS BEING THE NINETEENTH PAGE, OF THE DOCUMENT DRAFTED IN SPANISH, CONSISTING OF A COMMERCIAL POLICY INTERVENED BY THE NOTARY PUBLIC MR. LUIS RAMALLO GARCIA, DATED MARCH 16, 2005.

MADRID, APRIL 3, 2005

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.
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1. SHIPBROKER                                   2. PLACE AND DATE

Not applicable                                  Madrid, October 2, 1000
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3. OWNER/PLACE OF BUSINESS                      4. CHARTERER/PLACE OF BUSINESS

POSEIDON GAS AIE                                NAVIERA F. TAPIAS GAS III, S.A.
C/ General Gutierrez 4                          C7 Musgo 5
38003 Santa Cruz de Tenerife                    28023 Madrid
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5. VESSEL'S NAME, CALL SIGN AND FLAG.

Spain. Special Registry of the Canary Islands

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6. TYPE OF VESSEL.                              7. GRT/NRT.
                                                93,450 GRT, 28040 NRT
LNG Carrier.

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8. WHEN/WHERE BUILT.                            9. TOTAL DWT (ABT.) IN METRIC TONS ON
                                                SUMMER FREEBOARD.
Astilleros de Sestao S.R.L.
                                                68,200 dwt at design draft of 11,40m
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10. CLASS                                       11. DATE OF LAST SPECIAL SURVEY BY THE
                                                VESSEL'S CLASSIFICATION SOCIETY.
LLOYDS REGISTER
                                                Not applicable
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12. FURTHER PARTICULAR OF THE VESSEL.

New vessel

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13. PORT OR PLACE OF DELIVERY                   14. TIME FOR DELIVERY.     15. CANCELLING DATE.
Barcelona-Monoir range
                                                See Additional Clause 1.   See Additional Clauses

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                                                16. PORT OR PLACE OF REDELIVERY

                                                See Additional Clause 25
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17. RUNNING DAYS NOTICE.                        18. FREQUENCY OF DRY-DOCKING.
Not applicable                                  30-42 months.

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19. TRADING LIMITS.

See Additional Clause

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20. CHARTER PERIOD.                             21. CHARTER HIRE.

                                                See Additional Clause 3.

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22. INTEREST APPLICABLE TO DEFAULTS.            23. CURRENCY AND METHOD OF PAYMENT.

                                                Euro. See Additional Clause 4.

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24. PLACE OF PAYMENT, ALSO STATE BENEFICIARY    25. BANK GUARANTEE/BOND-SUM AND PLACE.
AND BANK ACCOUNT.
                                                See Additional Clause 26.
See Additional Clause 4.

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26. MORTGAGES                                   27. INSURANCE

See Additional Clause 10.                       250,000,000 Euro

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28. ADDITIONAL INSURANCE COVER                  29. ADDITIONAL INSURANCE COVER

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30. LATENT DEFECTS.                             31. WAR CANCELLATION.

In accordance with Article X.2 of the           See Additional Clause 14
Construction Agreement

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32. BROKERAGE COMMISSION AND TO WHOM PAYABLE.

Not applicable.

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33. LAW AND PLACE OF ARBITRATION                34. NUMBER OF ADDITIONAL CLAUSES COVERING SPECIAL
                                                    PROVISIONS, IF AGREED
High Court of England and Wales
                                                35
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SWORN TRANSLATION

PREAMBLE: It is mutually agreed for this agreement t be developed subject to the conditions included hereunder, which shall be included in Parts I, II and III. In the event of contradiction of the clauses of Part III, they shall prevail over the terms of Parts I and II to the extent of such contradiction.

SIGNATURE (OWNER) SIGNATURE (CHARTERER)

PART II

RECITALS

1. The Charterer has executed on July 31, 2000 a shipbuilding contract (the "Shipbuilding Contract") with Astilleros de Sestao S.R.L. (the "Shipbuilder") whereby the Shipbuilder undertook to build the Vessel, and the Charterer to pay the price thereof in the terms and conditions provided thereunder. The expected delivery date of the Vessel is August 15, 2003. In its turn the Charterer and the Owner have executed on the date hereof a sale and purchase agreement (the "Sale and Purchase Agreement") under which the Charterer sells the Vessel to the Owner for the same price and on the same payment dates as provided in the Shipbuilding Contract. The Charterer shall deliver the Vessel to the Owner on the same date and simultaneously to the receipt of the Vessel by the Charterer from the Shipbuilder (the "Delivery Date").

2. As set forth in Clause 26 hereunder, the Charterer, on each payment date of the Shipbuilding Contract, shall pay into a deposit account in its name ("Deposit II") the amounts set forth in the Framework Agreement. The Charterer has had or shall have recourse to external financing to make part of Deposit II ("Loan III"). The Banks granting Loan III ("Banks III") require or shall require a naval mortgage over the Vessel (the "Mortgage") in order to ensure repayment of Loan III. Said security shall be granted by the Owner on the Delivery Date.

3. On the other hand, the Charterer has executed a Loan with CAIXABANK FRANCE ("Bank I") subject to the subsidies provided under Royal Decree 442/1994 ("Loan I"), and has reached an agreement with a series of financial entities whereby the latter will deliver to the Charterer, by payment into Deposit II, the net current value of subsidy 442 on the delivery date of the Vessel.

Similarly, in order to meet the payments of the Sale and Purchase Agreement, the Owner has executed a Loan with CAIXABANK FRANCE ("Bank II") for an amount of 168,300,000 Euro ("Loan II"). The Charterer has accepted to pledge Deposit II in favour of Bank II as security for the repayment of Loan II ("Pledge II").

5. The Owner and the Charterer have also executed as of the date hereof or are going to execute a Framework Agreement (the "Framework Agreement"), agreeing the whole transaction set forth herein in part.

(The Shipbuilding Contract, Deposit II, Loan I, Loan II, Loan III, the Mortgage, Pledge II and the Framework Agreement shall be jointly called in this Agreement the Related Agreements).

PART III

ADDITIONAL CLAUSES

1 DELIVERY

The Vessel shall be delivered by the Owner to the Charterer for its use by the latter in accordance herewith, on the same date and at the same place as the Owner receives the

SWORN TRANSLATION

Vessel from the Charterer in accordance with the Shipbuilding Contract. The Charterer will allocate the Vessel to the freight of Natural Gas, SDG, S.A., in accordance with the terms of the Time-Charter Agreement dated July 31, 2000.

Delivery shall be deemed performed for all purposes relating hereto at the same time and place wherein, in accordance with the Sale and Purchase Agreement, the Charterer delivers the Vessel to the Owner, without the Charterer being entitled to reject the Vessel at this delivery. The Owner and the Charterer shall sign a Deed of Delivery of the Vessel for the purposes hereof, which document shall confirm delivery performed at such a time.

As the Owner shall acquire the Vessel from the Charterer, who in its turn has executed the Shipbuilding Contract with the Shipbuilder, the Charterer acknowledges that it wishes to charter the Vessel under the terms and with the equipment and apparatus had by the Vessel at the time in which the Shipbuilder delivers it to the Owner. Consequently, the Charterer accepts that the Owner shall not be liable to the Charterer or to any third parties for the condition, suitability, operation, seaworthiness, value, design, equipment, quality, durability, merchantability or any other characteristics or attributes of vessels such as the Vessel.

Pursuant to the foregoing, the Owner hereby assigns to the Charterer, upon delivery of the Vessel and if it should the titleholder thereof, any action or right (including warranties) against the Shipbuilder relating to the Shipbuilding Contract.

In no event shall any controversies which may arise between the Charterer and the Shipbuilder or any other third party, relating to matters mentioned in the foregoing paragraphs, or any action, order or instruction of the Shipbuilder, of the Classification Society or of any other authority, rendering impossible or interrupting the use of the Vessel for any reason relating to the aforementioned matters affect the performance by the Charterer of all its obligations against the Owner in accordance herewith, which shall in no way be deemed suspended or reduced pursuant thereto.

2. DURATION

Although this Agreement will enter into force upon signature hereof, i.e., prior to the Delivery Date, the term of the charter of the Vessel shall be for a period (hereinafter, the "Term") which shall begin on the Delivery Date and shall end on December 31, 2006 (the "Expiry Date").

The Term shall be binding upon both parties, and so may not be reduced, nor may this Agreement be terminated early, save for the grounds expressly mentioned hereunder.

Although the Term is set for the benefit of both parties, the Charterer acknowledges that, taking into account the call and put options set forth hereunder and in the Related Agreements, and that the whole transaction has been agreed under the Fifteenth Additional Provision of the Law on Companies' Tax, an early termination hereof which does not respect the consequences provided for such case hereunder and in Related Agreements would cause the Owner substantial economic damage.

3. CHARTER HIRE

Charter hire, during the whole of the Term, shall be as set forth in Schedule 1 hereto, forming integral part hereof.

The Charterer's obligations to pay charter hire under this Agreement and the Framework Agreement shall be absolute, irrespective of any contingency, including, but not limited to, the following:

3.1. any set-off or counterclaim, indemnity, defence or other right held by the Charterer against the Owner (without prejudice to the possibility of exercising such rights so that it does not affect payment of the charter hire);

SWORN TRANSLATION

3.2. any unavailability of the, Vessel, for any reason, including but not limited to any lack or invalidity of title, seaworthiness, condition, design, operation, merchantability or fitness for use or purpose of the Vessel or the ineligibility of the Vessel for any particular use or trade, or for registration of documentation under the laws of any relevant jurisdiction, or lack of registration, or the absence or withdrawal of any consent required under the applicable law of any relevant jurisdiction for the ownership, chartering, use or operation of the Vessel, or any damage to the Vessel;

3.3 any lack of performance, or breach or delay in performance or compliance by any of the parties of the present Agreement (other than a breach by the Owner declared by a final court judgement or arbitration award), with or without breach on the part thereof, of any of the terms, conditions or other provisions hereunder or of any other Related Agreements;

3.4 any insolvency, suspension of payments, bankruptcy, reorganisation, arrangement, readjustment of. debt, dissolution, administration, liquidation or similar proceedings by or against the Owner or the Charterer or any change in the constitution of the Owner or the Charterer;

3.5 any invalidity or unenforceability (save for radical nullity by operation of law pursuant to lack of subject matter declared by a final judgement) or any defect in this Agreement or in any Related Agreements not attributable to the Owner.

3.6 any other cause which would or might but for this Clause have the effect of terminating or in any way affecting any obligation of the Charterer hereunder, it being the intention of the parties that the Clauses of this Agreement and the obligations of the Charterer to pay charter hire and make any payments under this Agreement shall survive any such contingencies, and that no moneys paid under this Agreement by the Charterer to the Owner shall in any event or circumstance be refundable to the Charterer by the Owner, without prejudice to the exercise of any remedies corresponding to the Charterer, as the case may be, against any other third party.

4. METHOD OF PAYMENT OF THE CHARTER HIRE

In accordance with the provisions of Schedule 1, charter hire (except the first) shall be on an annual basis and shall be payable in accordance with the timetable set forth in the aforementioned Schedule. Such timetable is based, in dates and amounts, on the hypothesis of delivery of the Vessel on August 15, 2003. In the event of delay, such timetable may be adjusted, without impairment of the Charterer's interests, for which the parties undertake to execute any necessary documents for such purposes.

Taking into account that the amounts deposited in Deposit II belong to the Charterer, and that the dates of payment of the charter hires coincide with the depreciation timetable and interest payment dates of Loan II, the parties hereunder agree that amounts owed by Bank II under Deposit II to collect Loan II shall be deemed paid by the Charterer to the Owner hereunder.

5. TRAFFIC LIMITATIONS

The Vessel shall be used for legitimate traffic, for transport of suitable and legal merchandise, within the geographical limits set forth in section 19.

The Charterer undertakes not to use the Vessel nor allow it to be used other than in accordance with the terms hereof and of the insurance policies (including any explicit or implied warranties contained therein), without the prior approval of the insurers for such use and without meeting the requirements set thereby, such as payment of extra premiums.

SWORN TRANSLATION

The Charterer also undertakes not to use the Vessel nor make it be used for any traffic or business which is forbidden by the laws of any country to which the Vessel may be directed or which may in any way render it capable of being sanctioned, or lead to its destruction, seizure or confiscation.

Irrespective or other considerations contained herein, it is agreed to specifically exclude from the cargos permitted to be loaded or carried hereunder, nuclear fuels or radioactive products or waste.

6. MAINTENANCE AND OPERATION

6.1 Throughout the Term the Vessel shall remain for all purposes in full possession and at the absolute availability of the Charterer for its goals and under its complete control for all purposes. The Charterer shall, at its expense, maintain the Vessel, its engines, boilers, fittings and spare parts, in a good state of repair, in efficient operating conditions and in accordance with good trade maintenance practice, and shall maintain the Vessel in accordance with the class set forth in box 10 and with the remaining certificates required to be in force from time to time.

The Charterer must take immediate action to perform necessary repairs in the appropriate time. Any repair, enhancement, structural changes or installation of new equipment required for the purposes of the foregoing paragraph shall be paid exclusively by the Charterer, whatever the price of such repairs or changes and without the high cost thereof, if this is the case, entitling it to early termination hereof.

In the event that the repairs, enhancements, structural changes or installations of new equipment are performed at the will of the Charterer, the Owner hereby authorises such events, provided that (i) the Vessel maintains its class as provided under box 10, (ii) the market value of the Vessel does not decrease, (iii) the cost of such repairs or modifications is borne solely by the Charterer and (iv) it obtains the authorisation of Banks II and III, which shall not be unreasonably refused, especially when they are necessary for the Charterer to comply with the provisions of the Time-Charter Agreement.

The Charterer shall provide and maintain any financial or any other kind of security required by any government, state, federal state, autonomous region, town council, port authority or any other authority for damages caused by pollution or for any other reason, so as to allow the Vessel, without penalty or surcharge, to legally enter, remain in or leave any port or location, territorial waters or contiguous waters of any nation, federal state, autonomous region or municipality in the performance hereof, without undue delay. This obligation shall apply whether or not such requirements have been legally imposed by the aforementioned governments or divisions or authorities. The Charterer shall take and maintain all necessary measures, either by providing a bond or in any other manner acceptable for the authority in question in order to meet such requirements, at its exclusive expense.

6.2 The Charterer and its representatives shall be responsible for the fitting out, navigation, operation, supply, fuel and repair of the Vessel, whenever necessary during the Term or at any other time during which the Charterer has possession of the Vessel, and shall pay all of the taxes, expenses and charges, regardless of their nature or type, either incidental or for the use and operation of the Vessel under this Agreement, including any state, autonomous region, municipal, Spanish or foreign tax, even if the taxpayer should for any reason be the Owner. The captain, officers and other crew of the Vessel shall be employees of the Charterer for all purposes. The Owner shall not be entitled to appoint any of the crew of the Vessel.

The Charterer shall comply with all regulations concerning officers and crew in force in the Vessel's country of registration and with the regulations in force in its own country.

SWORN TRANSLATION

6.3 Throughout the Term of the Agreement, the Vessel shall remain under and fly the flag indicated in box 5 and shall be registered and kept registered during the whole Term in the so-called Second Canary Islands Registry. However, the Charterer shall be entitled to paint the Vessel in its own colours, install and exhibit its logo on the stack and raise its own flag. Painting and repainting, installation and re-installation shall be borne by the Charterer, and the time used therefor shall count as charter time.

6.4 The Charterer may make use of all of the tools, items of equipment and devices on board the Vessel at the time of delivery, as long as the same or their equivalent are returned to the Owner in the same good condition as they were received, normal wear and tear excepted; the Charterer, from time to time during the Term, shall replace these items of equipment when they are so worn or torn that they are unusable. The Charterer must procure that all reparations or renovations of any part of a broken, worn or lost equipment are performed in such a way (both as regard quality of materials and workmanship) that the value of the Vessel is not reduced. The Charterer may incorporate at its cost to the Vessel the additional equipment considered suitable, to the extent that it improves the nautical or operational capacity of the Vessel, although it will be obliged to withdraw it at the end of the Term if the Owner should request it.

Any item of equipment that is not installed upon delivery of the Vessel but which is necessary for navigation, shall be acquired, installed, maintained, repaired and replaced for the account of and at the risk of the Charterer.

6.5 The Charterer shall place the Vessel in dry-dock and/or shall clean and paint it in accordance with requirements of the competent authority and/or for the Vessel's class requirements as set forth in box 10.

7. INSPECTION

The Owner and its agents shall have the right to inspect or survey the Vessel, or appoint a duly authorised surveyor to do so, on its behalf to ensure the condition of the Vessel and to ascertain that the Vessel is being properly maintained and repaired. Surveys may only take place in dry-docking where the Vessel is in such situation pursuant to a decision by the Charterer. All the time taken for the inspection shall count as charter time and shall form part of the Term. Inspections or surveys by the Owner shall take place reasonably and without interfering with the Vessel's normal operation. Any inspection which entails manipulations of the Vessel shall coincide with ordinary inspections thereof.

8. INVENTORY, FUEL AND SUPPLIES.

The Vessel shall be handed over by the Owner to the Charterer with the same equipment, installations, services and fungible supplies (such as lubricants, water, unopened provisions, paint, oil, lines and other similar fungible supplies) as those which the Vessel contained on delivery by the Charterer to the Owner pursuant to the Sale and Purchase Agreement.

The Charterer must return the Vessel to the Owner, as the case may be, with the same goods delivered upon delivery of the Vessel hereunder, except for utilities provided by the Charterer. In the event that these utilities are delivered with the Vessel, the Owner shall pay the Charterer the amount thereof in accordance with their acquisition cost.

9. INSURANCE

9.1 The Charterer must execute or procure the execution of the relevant Marine and War Risk Insurance relating to the Vessel in accordance with standard market terms, under conditions satisfactory to the Owner, and in any event for an amount not lower than as set forth in section 27 in respect of hull and engine insurance.

9.2 The Charterer shall also execute or procure the execution with a P&I ("Protection and Indemnity") club or association, of cover for all risks usually covered under these kinds of policies, with the maximum limit accepted thereby from time to time by clubs or

SWORN TRANSLATION

associations of acknowledged reputation covering these kinds of risks. Submission of the "Certificate of Entry" into the club or association, and the "Letter of Undertaking" issued thereby shall constitute sufficient evidence to the Owner of the Vessel's insurance.

9.3 The Vessel may not navigate in waters for which it does not hold full coverage pursuant to the contracted insurance, unless motivated by the requirements of the Time-Charter Agreement, In which case the Charterer should pay the relevant extra premium. Anyway, maximum care shall be required, avoiding to the extent possible the Vessel's needing to approach embargo or war zones.

9.4 The interests of the Owner and the Banks III must be expressly reflected in the aforementioned insurance policies, by means of a clause designating the Owner as beneficiary thereof, together with the Banks III. In the "P&I" policies the Owner shall appear as insured.

9.5 IN addition to the provisions of the foregoing sections, the Charterer undertakes that all insurance policies in accordance with the foregoing sections shall meet, at least the following requirements:

9.5.1 be at least as usually contracted by a charterer with a business volume and routes same or similar to the Charterer's, which are owners or operators of vessels similar to the Vessel, not include franchises exceeding those set forth in said kind of policies of vessels of the same type and value and contain at least the same terms and conditions provided in such type of policies, and cover, at least, risks usually covered by such charterer in accordance with prudent practice within the sector and, in ant event, all risks of mandatory coverage in accordance with mandatory national or international legislation;

9.5.2 be contracted with insurance companies (or P&I clubs or associations, as the case may be) of acknowledged reputation and solvency;

9.5.3 cover at least, even by renewal thereof, the whole of the period between the Delivery Date of the Vessel and the date of performance of the put and/or call options mentioned in Clauses 18 and 19 below;

9.5.4 provide that the insurer (or P&I club or association, as the case may be) must give immediate notice in writing to the Owner and to Banks III of any failure to pay the premium and any other acts or omissions of the policyholder or the insured whereof the insurer is aware and which may invalidate, annul or render ineffective the insurance cover in whole or in part;

9.5.5 entitle, while this Agreement remains in force, the Owner and Banks III to pay the premium in the event of non-payment thereof by the holder, within a period not shorter than 30 days from such non-payment, and the insurance cover shall not be suspended at such time.

9.6 At least while this Agreement remains in force, the Charterer undertakes that, on the Delivery Date and thereafter, on an annual basis as from such Delivery Date, the Owner and Banks III shall be sent a letter from the insurer (or P&I club or association, as the case may be) certifying the amount of the insured sums from time to time under the insurance policies, and that such amounts and insurance policies are in accordance with the requirements in respect thereof set forth in the present Clause, and the date of expiry of the insurance policies and any variations in the terms thereof.

9.7 At least while this Agreement remains in force, the Charterer undertakes that, in the event of partial loss of the Vessel, the amount of the insurance indemnity received by the insured, as the case may be, is integrally allocated thereby to return the Vessel to its condition at the moment prior to the loss.

9.8 The Charterer, subject to the approval of the insurers and the Banks III, shall make all repairs covered by the insurance and shall take charge of the management of the

SWORN TRANSLATION

settlement of all costs relating to such repairs, and of collecting from the insurers the insured amounts, expenses and liabilities relating to repairs. The Charterer shall also be responsible for the performance of such repairs, and for paying the costs and expenses incurred in this regard which are not covered by insurance and/or do not exceed any eventual franchise(s) or deductible amounts provided in the insurance.

The whole time used to repair the Vessel shall count as charter time, and, consequently, the Charterer shall be bound to pay the charter hire for such period.

9.9 In the event of total loss of the Vessel, all insurance payments for such loss may be paid to the Banks III, who shall distribute the insured sums among themselves, the Owner and the Charterer, in accordance with their respective interests. The Charterer undertakes to inform the Owner of any event whereby the Vessel may be declared a total loss under the terms of the insurance clauses.

10. MORTGAGES

The Owner as from the date hereof, irrevocably undertakes to create, on the Delivery Date, the Mortgage in favour of the Banks III to guarantee the return of Loan III by the Charterer.

The Owner warrants that it has not agreed not shall agree to grant any other mortgage, lien or encumbrance other than the Mortgage over the Vessel.

11. SALVAGE.

Any salvage or towing performed by the Vessel shall be deemed performed for the exclusive benefit of the Charterer and the cost of repair of the damage caused to the Vessel on account of any such operations shall be exclusively borne by the Charterer.

12. RESCUE AND SALVAGE OF THE VESSEL.

In the event that the Vessel should sink or cause an obstruction to navigation, the Charterer shall be the sole party responsible for paying any amounts due to be paid on account of its sinking or obstruction or the consequences thereof. Consequently, the Charterer shall keep the Owner harmless from such costs and/or compensation payments.

Similarly, the Charterer shall fully assume any liabilities arising from the salvage of the Vessel.

13. REQUISITION.

In the event that the Vessel is requisitioned for hire by any governmental or other competent authority (the "Requisition for Hire"), irrespective of the date during the Term when Requisition for Hire may occur and irrespective of the length thereof, and whether or not this occurs for an indefinite or a limited period of time, and independently of whether it may or will remain in force for the remainder of the Term, the Agreement shall not be deemed thereby or thereupon to interrupted or cancelled, and the Charterer shall continue to pay charter hire in accordance with the provisions of this Agreement until termination hereof, in accordance with any provisions hereunder, and in no event shall there be a return of any amounts paid in advance; always taking into account that in the event of "Requisition for Hire", any compensation received or receivable by the Owner shall, if received by the Charterer, be retained by it and, if received by the Owner, shall be payable to the Charterer on the three business days following the date on which it is received by the Owner. As a complement to the foregoing, the Owner hereby irrevocably assigns to the Charterer the right to collect any amounts as payment in respect of any Requisition for Hire.

14. WAR.

Save as a result of requirements motivated by the Time-Charter Agreement (and provided that the relevant extra-premium is paid to maintain the level of insurance cover), the

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Vessel may not be instructed to initiate or go to any place or on any journey, nor be used in services which may take it to any dangerous area as a result of a state of war or threat of war, hostilities, war operations, acts of piracy, hostility or sabotage against it or any other vessel or its cargo by any person, organisation or State, revolution, civil war, civil commotion, or the effects of the application of International Law, nor be exposed in any way to any risk or penalty which results in the imposition of sanctions, nor transport goods which may expose it in any way to risk of attachment, arrest, seizure, fines or any interference of any kind by the belligerent or fighting powers or parties or by any government or authority.

The Vessel shall be free to comply with any order or instruction in respect of the departure, arrival, course, ports of call, stops, destinations, deliveries or any other order given by the government of the country under whose flagship the Vessel is sailing, or any other government, person (corporation) acting or attempting to act with the Authority of such government or committee or person entitled under the terms of the war risk insurance to give such orders or instructions.

In the event of a breakout of hostilities, (with or without declaration of war) among any two or more States, none of the parties hereunder shall be entitled to cancel the Agreement.

15. GROSS AVERAGE AND PARTICULAR AVERAGE

In the case of gross average, the Owner shall not be obliged to disburse, pay, contribute to or in any other manner support the consequences which such general average has involved for the Vessel, its cargo, any third party, other ships and other cargoes. Therefore, irrespective of any rights the Charterer may have or hold against any third party in respect of such events, the Charterer shall be the sole Party having obligations with respect to the Owner, to repair the Vessel and to bear any consequences in respect of the gross average.

The Owner hereby assigns to the Charterer any action or right to which it may be entitled against any third party as the result of gross average.

The same rules shall apply in the event of a particular average.

16. BILL OF LADING

The Charterer will ensure that all of the Bills of Lading issued for the transport of goods under this Agreement contain the Paramount clause, encompassing any legislation whatsoever in relation to the liability of the carrier as may be compulsory in traffic. If such legislation does not exist, the British Carriage of Goods by Sea shall be included in the Bills of Lading. The Bills of Lading shall also include the revised New Jason clause and the Both-to-Blame Collision clause.

The Charterer agrees to compensate the Owner for all consequences or liabilities resulting from the signing of the Bills of Lading or other documents by the Captain, Officers or agents.

17. OTHER OBLIGATIONS OF THE CHARTERER

17.1 Not to resolve on the dissolution of the Charterer until the completion of its obligations with regard to the Owner in accordance with this Agreement or any other Related Agreement.

17.2 To communicate immediately to the Owner any inaccuracy observed in the data, documents or information provided thereto as a prerequisite for the execution hereof, and of the occurrence of any circumstance which could in any way adversely affect the rights or interests of the Owner derived from or in connection with this Agreement or the Vessel.

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17.3 To apply for and/or keep in force whatever authorisations, licenses, permits or registration entries as are, currently or in the future, necessary for the execution and delivery of this Agreement or in order to operate the Vessel.

17.4 In general, to use, possess and operate the Vessel in compliance with all applicable Spanish and international regulations, and not to operate nor to place the Vessel (or ensure that it does not operate or situate itself) in areas excluded from the cover of any of the insurances provided for in this Agreement.

17.5 To pay in due time and form any amount which, in accordance with Spanish, international or local law of the country concerned, if not duly paid, could constitute a Maritime Lien and/or give rise to any kind of lien, encumbrance or attachment against the Vessel.

17.6 Not to encumber the Vessel, nor to allow it to be encumbered, nor to allow any kind of lien or encumbrance to subsist on the Vessel other than the Mortgage mentioned in Recital II.

17.6 To comply with the terms and conditions of the Loan Agreement II and other Related Agreements to which they are a party.

18. CALL OPTION

18.1 In accordance with the provisions of this Clause, the Owner hereby grants the Charterer a call option (the "Call Option I") over the Vessel. If the Call Option I is exercised, the purchase price of the Vessel shall be the amount set out in Schedule 2 (the "Selling Price I").

18.2 The Charterer may at any time during the period falling between one hundred and eighty days (180) days and ninety (90) days prior to the Expiry Date, exercise the Call Option I by means of a letter sent to the Owner drafted in accordance with the form attached as Schedule 3 to this Agreement, forming integral part hereof.

If the Charterer exercises the Call Option I in the manner described above, the Charterer shall be necessarily obliged to pay the Owner, on the Expiry Date, the Selling Price I; pursuant to the payment of the Selling Price, the Charterer shall be entitled to acquire full title over the Vessel ("as is" on the Expiry Date and wherever it is located at such a time), for which purpose, the Owner and the Charterer shall execute, on the Expiry Date, any documents reasonably requested by the Charterer to the Owner and which are usual in this type of transactions, provided that on the Expiry Date or prior thereto, the Charterer should also have paid the Amounts owed by the Charterer or payable to the Owner hereunder.

18.3 In the event that, after the expiration of the period provided under section (ii) above, the Charterer should not have exercised its Call Option I over the Vessel, the provisions of the following Clause shall apply.

18.4 The provisions of this Clause concerning the Call Option I or the exercise thereof (and, also, the provisions of the following Clause concerning the Put Option I or the exercise thereof) shall in no way affect the Charterer's obligation to pay the charter hire in accordance with the payment schedule set forth in Schedule 1 hereunder, nor any other obligation of the Charterer hereunder.

18.5 The Selling Price I shall coincide with the remaining amount of the Deposit II on the Expiry Date, for which reason the payment of such Selling Price I shall be made by the Owner's debiting such amount to the Deposit II, all of which subject to the terms and conditions of Pledge II.

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19. PUT OPTION

19.1 The Charterer hereby grants the Owner a put option (the "Put Option I") over the Vessel, exclusively in the event that the former should not exercise the Call Option I to which it is entitled in accordance with the foregoing Clause.

If the Put Option I is exercised, the sale and purchase price of the Vessel shall be the Selling Price I.

19.2 The Owner may, at any time after the expiration of the period during which the Charterer could have exercised its Call Option I without having done so, at least ten (10) days prior to the Expiry Date, exercise the Put Option I, by means of a letter sent to the Charterer drafted in accordance with the form attached as Schedule 4 to this Agreement, forming integral part hereof.

19.3 If the Owner exercises the Put Option I in the manner described above, the Charterer shall be necessarily obliged to pay on the Expiry Date, the Selling Price I; and to acquire on such date full title over the Vessel (as is at such time and wherever it is located at such a time), provided that on the Expiry Date it should not owe the Owner any amount, unless the Owner, at its sole discretion should decide to perform the sale ad purchase even in the absence of payment of these final amounts, without prejudice to subsequently claiming the payment thereof.

On the Expiry Date, the Owner and the Charterer shall execute any documents reasonably requested by the Charterer to the Owner and which are usual in this type of transactions.

19.4 As regards payment of the Selling Price, the provisions of section 18.5 of Clause 18 above shall apply.

19.5 Both in the case of the Call Option I or the Put Option I, the Vessel must be free of all liens and encumbrances created by the Owner, save for the Mortgage. Thus, the Vessel may be disposed of to the Charterer with any lien or encumbrance relating to maritime traffic and/or trade.

20. AUTOMATIC EARLY TERMINATION OF THIS AGREEMENT

In the event that:

20.1. the relevant insurance Company should declare the Vessel to be a total loss or a constructive total loss, or

20.2. the Vessel is expropriated by any government or other competent authority, or the Owner is in any other way deprived of the ownership of the Vessel by such authority, or

20.3. the Owner loses legal title to the Vessel on account of any lien, encumbrance (other than the Mortgage), maritime lien, liability or any other event associated with trade or navigation, or

20.4. the Owner loses legal title to the Vessel as a result of foreclosure of the Mortgage or as a result of any debt owed by the Charterer,

20.5. the Shipbuilding Contract or the Sale and Purchase Agreement should be terminated in advance,

this agreement shall be deemed terminated early on the date of occurrence of any of the foregoing events.

21. CONSEQUENCES OF AUTOMATIC EARLY TERMINATION

Upon the occurrence of an event of automatic early termination, the following shall apply:

21.1. If the events occurred are as listed under sections 20.1 to 20.4 above:

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21.1.1 The Charterer hereby, taking into account (i) that the Owner has accepted to constitute a Mortgage (which, among other things, implies that the main beneficiary of the insurance in the event of total loss will be the Banks III up to the total amount owed by the Charterer), (ii) that the loss of title to the Vessel in the events of sections 20.3 and 20.4 of Clause 20 above would be based on debts incurred by the Charterer or as a result of maritime traffic or trade performed thereby, (iii) that in the event of loss of title over the Vessel according to the event of section 20.2 of Clause 20 above the amounts applied to repayment of Loan III will inure to the benefit of the Charterer as debtor of such Loan and (iv) the impairment to the net assets of the Owner entailed by the loss of the Vessel, in order to re-establish the balance between reciprocal obligations between the parties hereunder and under the Related Agreements, irrevocably undertakes not to claim the repayment of any amounts paid as charter hire up to the date thereof, which amounts have constitute firm payments without a right of repayment.

In all such cases, the Charterer will pay the Owner the remaining amounts due under the Agreement until termination hereof (including the price of the options). As such amounts shall be the same as those owed by the Owner to the Bank II, the amounts owed by Bank II under Deposit II shall be deemed received by the Owner in performance of such obligation.

21.1.2 If the event causing early termination were as provided in section 20.1 (total loss of the Vessel), amounts received from the insurance company shall be allocated in the following order:
(i) to repayment of Loan III, up to the amount of the outstanding live balance thereof; (ii) to repayment of AIE's equity for the principal effectively contributed by the partners, plus an interest calculated at EURIBOR plus 2%; (iii) to the Charterer, to pay, as the case may be, and if it should be bound to do so, damages under the Time-Charter agreement executed with Repsol;
(iv) to the AIE, to compensate the loss of tax financial return from the Tax Lease structure and (v) the excess, if any, to the Charterer.

21.1.3 If the event causing early termination were as provided in section 20.2, the amounts obtained from the expropriating authority shall be allocated in the following order: (i) to repayment of Loan III, up to the amount of the outstanding live balance thereof; (ii) to repayment of AIE's equity for the principal effectively contributed by the partners, plus an interest calculated at EURIBOR plus 2%; (iii) to the Charterer, to pay, as the case may be, and if it should be bound to do so, damages under the Time-Charter agreement executed with Repsol;
(iv) to the AIE, to compensate the loss of tax financial return from the Tax Lease structure and (v) the excess, if any, to the Charterer.

21.1.4 If the event causing early termination were as provided in section 20.4, the amounts obtained from disposal of the Vessel shall be allocated in the following order: (i) to payment of any charges motivating the enforcement and disposal; (ii) to repayment of Loan III, up to the amount of the outstanding live balance thereof; (iii) to repayment of AIE's equity for the principal effectively contributed by the partners, plus an interest calculated at EURIBOR plus 2%; (iv) to AIE, to compensate the loss of tax financial return from the Tax Lease structure and (v) the excess, if any, to the Charterer.

21.1.5 If the event causing early termination were as provided in section 20.4, the amounts obtained from the mortgage foreclosure shall be allocated, in the following order: (i) to repayment of Loan III, up to the amount of the outstanding live balance thereof; (ii) to repayment of AIE's equity for the

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principal effectively contributed by the partners, plus an interest calculated at EURIBOR plus 2%; (iii) to AIE, to compensate the loss of tax financial return from the Tax Lease structure and the excess, if any, to the Charterer.

21.2 In the event of early termination pursuant to the early termination of the Shipbuilding Contract and the Sale and Purchase Agreement, the provisions of the Sale and Purchase Agreement shall govern the relations between the Charterer and the Owner for the repayment of the amounts paid by the Owner on account of the purchase price of the Vessel.

22. VOLUNTARY EARLY TERMINATION

In the event that:

22.1. the Charterer breaches its obligation to pay amounts into the Deposits in accordance with the provisions of the following Clauses or to pledge said amounts in favour of Bank II; or

22.2 the Charterer breaches its maintenance or insurance obligations over the Vessel; or

22.3 the Charterer should submit an application to be declared subject to suspension of payments or bankruptcy or, if, in this last case, the application comes from a third party and is admitted pursuant to a court resolution, or if the Charterer should acknowledge its inability to pay all or a substantial part of its debts upon maturity thereof or if it should initiate a renegotiation of all or a substantial part of its payment responsibilities, or

22.4 if the Charterer should allow protests of acceptance or should in any way be in breach of any payment obligations vis-a-vis third parties in general for an amount exceeding 75,000 Euro or their equivalent, or

22.5 if for any reason the Charterer should cease to conduct its business, resolve on its dissolution, liquidation or the closure of the majority of its commercial establishments, or

22.6 the Charterer should breach any other material obligations hereunder, or

22.7 the Vessel should be abandoned by the Charterer, or

22.8 for reasons attributable to the Charterer the Owner (or its partners), in view of the fact that the former has not obtained or is not expected to obtain the expected economic or financial-accounting result for the present transactions (without limitation, such circumstance shall be deemed to occur in the event that the Owner cannot be registered, in respect of the Vessel, as a naval entity in the Registry for vessels and seafaring companies in the territory of the Autonomous Region of the Canary Islands, created by Additional Provision 15, Law 27/1992, or the Vessel cannot be registered with such registry, in both cases, for causes attributable to the Charterer), or

22.9 if any of the Related Agreements were terminated early or should be declared null and void (save if for causes attributable to the Owner)

the owner shall be entitled, but not obliged, to terminate early this Agreement forthwith.

23. CONSEQUENCES OF A VOLUNTARY EARLY TERMINATION

Upon the occurrence of an event of automatic early termination provided under Clause 22 above, the following shall apply:

23.1 If any of the foregoing events should occur prior to delivery of the Vessel, early cancellation of the Sale and Purchase Agreement shall take place, with the consequences determined therein.

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23.2 If any of the foregoing events should occur after the delivery of the Vessel, as well as there being no right to repayment of amounts already paid by the Charterer, the following shall apply:

23.2.1 Put Option

In the event of any of the foregoing events, the Charterer hereby grants the Owner a put option (the "Put Option II") over the Vessel, so that, if voluntarily exercised by the Owner, the sale of the Vessel in favour of the Charterer shall be deemed made on the date on which the Owner issues a notice of exercise of the Put Option.

The Owner may exercise the Put Option II within 30 days following the date of early termination hereof.

The selling price (the "Selling Price II") which the Charterer shall be necessarily obliged to pay shall be equal to the amount deposited at the time in the Deposit II, and shall be paid with the funds existing at such time, by the relevant debit thereof.

The Owner and the Charterer shall execute any documents reasonably requested by the Charterer to the Owner and which are usual in this type of transactions.