0001104659-07-042741 Sample Contracts

AMENDMENT NO. 2 TO THE
Loan Agreement • May 24th, 2007 • Stolt Nielsen S A • Deep sea foreign transportation of freight • Maritime
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Shipbuilding and Construction Agreements between Stolt-Nielsen Transportation Group B.V. and SLS Shipbuilding Co., Ltd.
Shipbuilding and Construction Agreement • May 24th, 2007 • Stolt Nielsen S A • Deep sea foreign transportation of freight • England

We hereby open our irrevocable letter of guarantee No. in favour of (hereinafter called the “BUYER”) for account of Shina Shipbuilding Co., Ltd. (hereinafter called the “BUILDER”) as follows in consideration of the BUYER entering into the shipbuilding contract dated (hereinafter called the “Contract”) made by and among the BUYER and the BUILDER for the construction of one(l) single screw diesel driven DWT 44,000 IMO II/III Product / Chemical Tanker having BUILDER’S Hull No. S (hereinafter called the “VESSEL”) and of making arrangements to pay the first installment.

SHARE SALE AGREEMENT
Share Sale Agreement • May 24th, 2007 • Stolt Nielsen S A • Deep sea foreign transportation of freight

A The Vendor is the beneficial owner of the Sale Share and is entitled to deal with, and to enter into covenants in respect of, the Sale Share.

Second Amendment Agreement
Second Amendment Agreement • May 24th, 2007 • Stolt Nielsen S A • Deep sea foreign transportation of freight
Shipbuilding and Construction Agreements between Stolt-Nielsen Transportation Group B.V. and Aker Yards Flørø AS
Shipbuilding and Construction Agreement • May 24th, 2007 • Stolt Nielsen S A • Deep sea foreign transportation of freight

On March 31, 2005, Stolt-Nielsen S.A.’s wholly owned subsidiary Stolt-Nielsen Transportation Group B.V., entered into two separate agreements with Kleven Florø AS for the construction and sale of two parcel tankers. Kleven Florø AS was subsequently acquired by Aker Yards Florø AS. On August 30, 2006, Stolt-Nielsen Transportation Group B.V., entered into four separate agreements with Aker Yards Florø AS for the construction and sale of four parcel tankers. Other than the delivery dates and contract prices designated in the table above, there are no material differences between the terms of the agreements. The agreement for the sale of Builder’s Hull No. 151 is attached hereto as a form.

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