NOVATION AGREEMENT

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Exhibit 4.3

NOVATION AGREEMENT

This Agreement is made this 22nd day of November, 2002 between:

Between:

(1)

Xxxxx Tankers Inc. ("STI"), as STI, as Marketing/Administrative Agent, of 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx;



(2)

Xxxxx-Xxxxxxx Transportation Group Ltd. ("SNTG"), formerly Stolt Parcel Tankers Inc. ("SPTI"), as Owner, of 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx;



(3)

Xxxxxx Partner Limited ("Xxxxxx"), as Owner, of 000 Xxxx Xxxxxx, Xxxxxxxxx X0 0XX, Xxxxxxx,

(4)

Bibby Pool Partner Limited ("Bibby"), as Owner, of 000 Xxxx Xxxxxx, Xxxxxxxxx X0 0XX, Xxxxxxx,

(5)

Unicorn Tankers (International) Limited ("Unicorn"), formerly Unicorn Lines (Pty) Limited, as Owner, of 00-00 Xxxxxxx Xxxxxx Xxxxxx X0 0XX, Xxxxxxx



(6)

NYK Xxxxx Tankers S.A. ("NST"), formerly NYK Xxxxx Tankers Inc., as Owner, of Tokyo, Japan; and



(7)

Xxxxx-Xxxxxxx Transportation Group B.V. ("SNTG B.V."), as replacement Marketing/Administrative Agent and replacement Owner, of Xxxxx Xxxxxxxxxx 00, 0000 XX Xxxxxxxx, Xxx Xxxxxxxxxxx

(together known as the "parties")

WHEREAS:

(A)

On November 12 1997, STI, SPTI, Barton, Bibby, Unicorn and Shipagency Limited executed an entry agreement which has been augmented and amended by the following subsequent agreements: Letter dated November 11 1997 from SPTI to Botany Bay Parcel Tankers International; Addendum dated December 10 1997 between STI, SPTI, Xxxxxx, Bibby and Unicorn; Addendum dated December 21 1999 between STI, SNTG, Xxxxxx and Bibby; Addendum dated January 0000 xxxxxxx XXX, XXXX and Unicorn; Addendum dated January 14 2000 between STI, SPTI, Xxxxxx, Bibby and Unicorn; Addendum dated August 2002 between STI, SNTG, Xxxxxx, Bibby and Unicorn; (collectively the "Entry Agreement").






On November 12 1997, STI, SPTI, Rederi AB Sunship, NST, Barton, Bibby, Unicorn and Shipagency Limited executed a pool agreement which has been amended by a subsequent addendum agreement dated March 2 0000 xxxxxxx XXX, XXXX, Xxxxxx XX Sunship, NST, Barton, Bibby, Unicorn (collectively the "STJS Agreement").






The Entry Agreement and the STJS Agreement are collectively referred to herein as the "Pool Agreements".



(B)

Following the decision by SNTG and STI to restructure and transfer its ownership to the Netherlands, it has been agreed that SNTG B.V. should be substituted in place of STI and SPTI and SNTG as party to the Pool Agreements upon the terms and conditions contained herein and in the Pool Agreements.

IT IS STIPULATED AND AGREED as follows:

1.

In consideration of the mutual promises and undertakings contained herein and in the Pool Agreements, the parties agree that with effect from the date hereof:

(A)

SNTG B.V. shall be substituted in place of STI and SPTI and SNTG as party to the Pool Agreements and the Pool Agreements shall be construed and treated in all respects as if SNTG B.V. were originally named therein instead of STI and SPTI and SNTG;

(B)

SNTG B.V. shall assume and discharge all liabilities and obligations whatsoever and whether arising before or after the date hereof from time to time to be performed or discharged under the Pool Agreements as if SNTG B.V. were originally named in the Agreement instead of STI and SPTI and SNTG;

(C)

The Owners shall be bound by the terms of the Pool Agreements in every way as if SNTG B.V. were originally named in the Pool Agreements instead of STI and SPTI and SNTG;



(D)

The Owners shall release and discharge STI and SPTI and SNTG from all liabilities, obligations, claims and demands whatsoever in respect of the Pool Agreements; and



(E)

STI and SPTI and SNTG shall release and discharge the Owners from all liabilities, obligations, claims and demands whatsoever in respect of the Pool Agreements.

2.

As novated hereby the Pool Agreements shall remain in full force and effect and binding in accordance with their terms.

3.

This Novation Agreement shall be governed by and construed in accordance with the laws of England.

IN WITNESS WHEREOF, the parties by their authorized representatives have executed this Agreement on the date above written.

		Xxxxx Tankers Inc. 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx				Xxxxx-Xxxxxxx Transportation Group Ltd. 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx
By				By
		NYK Xxxxx Tankers S.A. 53rd St., Urbanizacion Obarrio, Torre Bancosur 16th Fl., Panama, Republic of Panama				Xxxxxx Partner Limited 000 Xxxx Xxxxxx Xxxxxxxxx, X0 0XX Xxxxxxx
By				By
		Unicorn Tankers (International) Limited 00-00 Xxxxxxx Xxxxxx Xxxxxx X0 0XX, Xxxxxxx				Bibby Pool Partner Limited 000 Xxxx Xxxxxx Xxxxxxxxx, X0 0XX Xxxxxxx
By				By
		Xxxxx-Xxxxxxx Transportation Group B.V. Karel Xxxxxxxxxx 00 0000 XX Xxxxxxxx Xxx Xxxxxxxxxxx
By

2

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Exhibit 4.3

NOVATION AGREEMENT