P&O Ferries Limited

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ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (FORMERLY KNOWN AS P & O EUROPE AN FERRIES (DOVER) LIMITED) TO THE CHARG EE AS AGENT AND TRUSTEE FOR THE FINANCE PARTIES (AS DEFINED)(THE "SECURITY AGENT ") UNDER OR IN CONNECTION WITH THE FINAN CE DOCUMENTS (AS DEFINED)

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (FORMERLY KNOWN AS P & O EUROPE AN FERRIES (DOVER)LIMITED) TO THE CHARGE E AS SECURITY AGENT AND TRUSTEE FOR THE FINANCE PARTIES (AS DEFINED IN THE CREDI T AGREEMENT) (THE "SECURITY AGENT") UNDE R EACH FINANCE DOCUMENT (AS DEFINED) TO WHICH THE COMPANY IS A PARTY

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (FORMERLY KNOWN AS P & O EUROPE AN FERRIES (DOVER)LIMITED) TO THE CHARGE E AS AGENT AND TRUSTEE FOR THE FINANCE P ARTIES (AS DEFINED)(THE "SECURITY AGENT" ) UNDER OR IN CONNECTION WITH (A) THE CR EDIT AGREEMENT (AS DEFINED) AND (B) THE OTHER FINANCE DOCUMENTS

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (FORMERLY KNOWN AS P & O EUROPE AN FERRIES (DOVER) LIMITED) TO THE CHARG EE AS AGENT AND TRUSTEE FOR THE FINANCE PARTIES (AS DEFINED)(THE "SECURITY AGENT ") UNDER OR IN CONNECTION WITH (A) THE C REDIT AGREEMENT (AS DEFINED) AND (B) THE OTHER FINANCE DOCUMENTS

ALL PRESENT AND FUTURE OBLIGATIONS AND L IABILITIES DUE OR TO BECOME DUE FROM THE COMPANY (FORMERLY KNOWN AS P & O EUROPE AN FERRIES (DOVER) LIMITED) TO THE CHARG EE AS AGENT AND TRUSTEE FOR THE FINANCE PARTIES (AS DEFINED)(THE "SECURITY AGENT ") UNDER OR IN CONNECTION WITH THE FINAN CE DOCUMENTS (AS DEFINED)

THE OUTSTANDING INDEBTEDNESS (BEING THE AGGREGATE OF THE OUTSTANDING LOANS (AMOU NTING IN AGGREGATE TO £71,028,900 PLUS S EK 82,352,941) TOGETHER WITH ALL OTHER M ONIES DUE OR TO BECOME DUE FROM THE COMP ANY TO THE CHARGEE ON ANY ACCOUNT WHATSO EVER UNDER A LOAN FACILITY AGREEMENT DAT ED 31ST JUNE 1997 AS AMENDED BY AN AGREE MENT SUPPLEMENTAL THERETO DATED 20TH JAN UARY 1998 (TOGETHER THE "LOAN AGREEMENT" ) AND THE OTHER FINANCE DOCUMENTS (AS DE FINED IN THE LOAN AGREEMENT) OR ANY OF T HEM

THE OUTSTANDING INDEBTEDNESS (BEING THE AGGREGATE OF THE OUTSTANDING LOANS (AMOU NTING IN AGGREGATE TO £71,028,900 PLUS S EK 82,352,941) TOGETHER WITH ALL OTHER M ONIES DUE OR TO BECOME DUE FROM THE COMP ANY TO THE CHARGEE ON ANY ACCOUNT WHATSO EVER UNDER A LOAN FACILITY AGREEMENT DAT ED 31ST JUNE 1997 AS AMENDED BY AN AGREE MENT SUPPLEMENTAL THERETO DATED 20TH JAN UARY 1998 (TOGETHER THE "LOAN AGREEMENT" ) AND THE OTHER FINANCE DOCUMENTS (AS DE FINED IN THE LOAN AGREEMENT) OR ANY OF T HEM

THE OUTSTANDING INDEBTEDNESS (BEING THE AGGREGATE OF THE OUTSTANDING LOANS (AMOU NTING IN AGGREGATE TO £71,028,900 PLUS S EK 82,352,941) TOGETHER WITH ALL OTHER M ONIES DUE OR TO BECOME DUE FROM THE COMP ANY TO THE CHARGEE ON ANY ACCOUNT WHATSO EVER UNDER A LOAN FACILITY AGREEMENT DAT ED 31ST JUNE 1997 AS AMENDED BY AN AGREE MENT SUPPLEMENTAL THERETO DATED 20TH JAN UARY 1998 (TOGETHER THE "LOAN AGREEMENT" ) AND THE OTHER FINANCE DOCUMENTS (AS DE FINED IN THE LOAN AGREEMENT) OR ANY OF T HEM

THE OUTSTANDING INDEBTEDNESS (BEING THE AGGREGATE OF THE OUTSTANDING LOANS (AMOU NTING IN AGGREGATE TO £71,028,900 PLUS S EK 82,352,941) TOGETHER WITH ALL OTHER M ONIES DUE OR TO BECOME DUE FROM THE COMP ANY TO THE CHARGEE ON ANY ACCOUNT WHATSO EVER UNDER A LOAN FACILITY AGREEMENT DAT ED 31ST JUNE 1997 AS AMENDED BY AN AGREE MENT SUPPLEMENTAL THERETO DATED 20TH JAN UARY 1998 (TOGETHER THE "LOAN AGREEMENT" ) AND THE OTHER FINANCE DOCUMENTS (AS DE FINED IN THE LOAN AGREEMENT) OR ANY OF T HEM

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£35,800,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE HAMPTON LIMITED T O THE CHARGEE UNDER THE TERMS OF THE SEC URITY DOCUMENTS (AS THEREIN DEFINED)

£65,882,000 AND ALL OTHER MONEYS DUE OR TO BECOME DUE FROM SUTTEN LIMITED TO THE CHARGEE UNDER THE TERMS OF THE SECURITY DOCUMENTS (AS THEREIN DEFINED)

£65,882,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM SUTTEN LIMITED TO THE CHARGEE UNDER THE TERMS OF THE SECURITY DOCUMENTS (AS THEREIN DEFINED)

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£83,706,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CH ARGEE UNDER THE TERMS OF THE SECURITY DO CUMENTS (AS DEFINED) OR ANY OF THEM

£70,000 AND ALL OTHER MONIES DUE FROM TH E COMPANY TO THE CHARGEE ON ANY ACCOUNT WHATSOEVER UNDER THE TERMS OF THE SECURI TY DOCUMENTS (AS THEREIN DEFINED) OR ANY OF THEM

£70,000,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CH ARGEE ON ANY ACCOUNT WHATSOEVER UNDER TH E TERMS OF THE SECURITY DOCUMENTS (AS TH EREIN DEFINED) OR ANY OF THEM

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£70,000,000 AND ALL OTHER MONIES DUE TO BECOME DUE FROM THE COMPANY TO THE CH ARGEE. UNDER THE SECURITY DOCUMENTS (AS THEREIN DEFINED).

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£70,000,000 PLUS INTEREST OF 15% PER ANN UM AS FROM THE DATE OF THE DECLARATION O F INDEBTEDNESS AND MORTGAGE OF DEED IN R ESPECT OF NEWBUILDING NO 1075 OF SCHICHA U SEEBECKWERFT A G DATED 19/2/91 REFERRE D TO IN THE DECLARATION TO EXTEND MORTGA GE PLUS AN ADDITIONAL CLAIM OF 10% OF £7 0,000,000

£70,000,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CH ARGEE UNDER THE TERMS OF A LOAN FACILITY DATED 18TH DECEMBER 1990 AND THE SECURI TY DOCUMENTS (AS DEFINED) ON ANY ACCOUNT WHATSOEVER.

£70,000,000 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY TO THE CHARGEE UNDER THE TERMS OF A LOAN FACIL ITY DATED 18TH DECEMBER 1990 AND THE SEC URITY DOCUMENTS (AS DEFINED) ON ANY ACCO UNT WHATSOEVER.

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£70,000,000 AND ALL OTHER MONEYS DUE FROM THE COMPANY TO THE CHARGEE UNDER TH E TERMS OF THE CHARGE

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£1,700,000 AND ALL OTHER MONIES DUE OR T O BECOME DUE FROM THE COMPANY TO THE CHA RGEE ON AN ACCOUNT CURRENT SECURED BY A CHARGE DATED 17/2/84 UNDER THE TERMS OF A FACILITY LETTER DATED 17/2/80 AND AMEN DED BY AN AGREEMENT SUPPLEMENTAL THERETO DATED 17/02/84.

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FOR SECURING THE STERLING EQUIVALENT OF UP TO $1,895,520.13 AND ALL OTHER MONIES DUE OR TO BECOME DUE FROM THE COMPANY T O THE CHARGEE PURSUANT TO AN AGREEMENT A ND NOTE EACH DATED 15/11/75.

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