INTERCOMPANY NOTE
August 7, 1997
Each of Navigator Gas (IOM I-A) Limited, an Isle of Man private limited
company, Navigator Gas (IOM I-B) Limited, an Isle of Man private limited
company, Navigator Gas (IOM I-C) Limited, an Isle of Man private limited
company, Navigator Gas (IOM I-D) Limited, an Isle of Man private limited company
and Navigator Gas (IOM I-E) Limited, an Isle of Man private limited company
(each, a "Payor" and, collectively, the "Payors"), hereby promises, jointly and
severally, to pay to the order of Navigator Gas Transport PLC, an Isle of Man
public limited company (the "Payee"), the principal amount of all payments made
by the Payee to the Payors and such interest on the unpaid principal amount
therefor from the date of the making thereof until paid at such rate per annum
(which rate may be zero) as may be agreed upon from time to time by the Payors
and the Payee. Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Collateral Agency and Intercreditor
Agreement dated as of August 1, 1997 (the "Intercreditor Agreement"), among the
Payors, the Payee, Navigator Holdings PLC, Credit Suisse First Boston, as
Administrating Bank and Funding Bank, the United States Trust Company of New
York (the "Collateral Agent"), as Collateral Agent and First Priority Trustee,
and The Chase Manhattan Bank, as Second Priority Trustee.
Upon the commencement of any bankruptcy, reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar proceeding of any jurisdiction relating to the Payors, the unpaid
principal amount hereof shall become immediately due and payable without
presentment, demand, protest or notice of any kind in connection with this Note.
All principal and accrued interest on this Note shall be due and
payable on demand. Payments of principal of and interest on this Note shall be
made by wire transfer of immediately available funds to such account of the
Payee as the Payee may designate in writing and shall be payable in the same
currency as the related loans and advances.
This Note shall be hypothecated and delivered by the Payee to the
Collateral Agent, for the benefit of the secured creditors, pursuant to the
Intercreditor Agreement. The Payee hereby acknowledges and agrees that the
Collateral Agent, pursuant to the Intercreditor Agreement as in effect from time
to time, may exercise all rights provided therein with respect to this Note.
The Payee is hereby authorized to record all loans and advances made by
it to the Payors (all of which shall be evidenced by this Note), and all
repayments thereof, in its books and records, such books and records
constituting prima facie evidence of the accuracy of the information contained
therein.
All payments under this Note shall be made without offset, counterclaim
or deduction of any kind.
Each Payor hereby waives diligence, presentment, demand, protests and
notice of any kind whatsoever. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
Until all of the Obligations under the Intercreditor Agreement shall
have been paid in full, no provision of this instrument may be amended or
otherwise modified without the prior written consent of the Collateral Agent.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
Navigator Gas (IOM I-A) Limited,
by
/s/ Xxxxxxx Xxxxxx
------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
Navigator Gas (IOM I-B) Limited,
by
/s/ Xxxxxxx Xxxxxx
------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
Navigator Gas (IOM I-C) Limited,
by
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
Navigator Gas (IOM I-D) Limited,
by
/s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
Navigator Gas (IOM I-E) Limited,
by
/s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
NOTE POWER
FOR VALUE RECEIVED, Navigator Gas Transport PLC, an Isle of Man public
limited company, hereby sells, assigns and transfers unto
_____________________________________ that certain Note dated August 7, 1997
(the "Note"), of the Payors (as defined in the Note), and does hereby
irrevocably constitute and appoint ___________________________________ attorney
to transfer the Note with full power of substitution in the premises.
Dated ____________
Navigator Gas Transport PLC
by
/s/ Xxxxxxx Xxxxxx
---------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
