Commencement: 24 May 1993

REPUBLIC OF VANUATU

LOAN AGREEMENT BETWEEN THE GOVERNMENT OF
THE REPUBLIC OF VANUATU AND THE
VANUATU NATIONAL PROVIDENT FUND RATIFICATION ACT
NO. 20 OF 1992

Arrangement of Sections

1. Ratification
2. Commencement
Schedule
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REPUBLIC OF VANUATU

LOAN AGREEMENT BETWEEN THE GOVERNMENT OF
THE REPUBLIC OF VANUATU AND THE
VANUATU NATIONAL PROVIDENT FUND RATIFICATION ACT
NO. 20 OF 1992

Assent: 16/12/92
Commencement: 24/5/93

An Act to provide for the ratification of the Loan Agreement made between the Government of the Republic of Vanuatu and the Vanuatu National Provident Fund signed on the 4th day of September, 1992.

BE IT ENACTED by the President and Parliament as follows:-

RATIFICATION

1. (1) The Loan Agreement made between the Government of the Republic of Vanuatu and the Vanuatu National Provident Fund signed on the 4th day of September, 1992 which is set out in the Schedule hereto is hereby ratified.

(2) The Loan Agreement referred to in subsection (1) shall be binding on the Government of the Republic of Vanuatu in accordance with the terms thereof.

COMMENCEMENT

2. This Act shall come into force on the date of its publication in the Gazette.

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SCHEDULE

LOAN AGREEMENT

THIS AGREEMENT is made the 4th day of September 1992

BETWEEN: THE VANUATU NATIONAL PROVIDENT FUND of PO Box 420, Port Vila, Efate in the Republic of Vanuatu (hereinafter referred to as "the Lender") of the one part

AND: THE GOVERNMENT OF THE REPUBLIC OF VANUATU represented by its Minister of Finance of Private Mail Bag 058, Port Vila, Efate in the Republic of Vanuatu (hereinafter called "the Borrower") of the other part

WHEREAS the Borrower is desirous of obtaining a loan advance hereinafter referred to as "the Advance") from the Lender

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. Advance of Principal Sum

(a) The Lender hereby agrees to advance to the Borrower the Sum of FORTY MILLION VATU (VT40 000,000) subject to the terms and conditions hereinafter following.

(b) The term of the advance from the Lender to the Borrower shall be Four (4) years commencing on the 28th day of April 1992.

(c) The Borrower shall use the proceeds of the Advance solely and wholly for the purchase of the assets of the Santo Stevedoring Company Limited and for no other purpose.

2. Default Interest

If the Borrower makes default on any interest day in payment of any interest or any instalment comprising interest as well as principal, then the Lender may at its discretion charge interest at a higher rate which shall not exceed the interest rate otherwise charged by the Lender from time to time by more than four per centum (4%) from such interest day until payment of the amount in default calculated on:-

(i) where default is made in payment of interest only) the amount of interest remaining unpaid; or

(ii) where default is made in payment of an instalment comprising interest as well as principal) the amount comprised in the instalment remaining unpaid

AND any additional interest so charged by the Lender:-

(a) shall not itself bear interest;

(b) shall accrue and be recoverable from day to day;

(c) shall be payable by the Borrower on demand by the Lender;

(d) may be paid by the Borrower to the Lender on any interest day, and

(e) shall not prejudice the right of the Lender at any time or times to enforce payment of any amount in respect of which such additional interest is charged.

3. Drawings and Other Operations on the Loan Account

(a) The Principal Sum is to be advanced in the manner set out in this clause and thereafter no operations shall be made by the Borrower on the Loan Account other than repayments of principal and the charging and payment of interest and fees relating to the Loan Account except by prior arrangement in writing with the Lender.

(b) The Lender hereby agrees to advance all or any part of the Principal Sum in the manner requested from time to time by the Borrower, at the Lenders discretion.

4. Interest Rate and Payment of Interest

The rate of interest payable on the debt in. the Loan Account shall be at the rate of fourteen (14%) per cent per annum calculated as shown in the First Schedule hereto.

5. Repayments

The debt in the Loan Account shall be repaid by monthly principal and interest repayments in arrears on the 28th day of the months shown in the First Schedule and otherwise as stated in the First Schedule.

6. Loan may become Repayable on Demand

Notwithstanding any other provision of this Agreement, the debt in the Loan Account, together with interest thereon, shall at the option of the Lender become repayable on demand in any of the following events (whereupon the Lender shall be at liberty to exercise all or any of its powers hereunder or under any security collateral hereto without the necessity of giving the Borrower any notice whatsoever):-

(a) If default is made in payment of any part of the debt in the Loan Account or of interest thereon in accordance with the terms of this Agreement.

(b) If at any time the Borrower fails to pay to the Lender any moneys from time to time owing by the Borrower to the Lender as they fall due or if there is any default under the terms of any other arrangement between the Borrower and the Lender.

(c) Without limiting (b) of this clause, if at any time there is a breach or default under any covenant, term, agreement, warranty or undertaking of any security given by the Borrower to the Lender.

7. Costs and Expenses of Recovery

The Borrower will upon demand pay all costs and expenses including costs as between solicitor and client incurred by the Lender in consequence or on account of any default hereunder on the part of the Borrower or incurred by the Lender for the preservation of or in any manner in reference to its rights pursuant to this Agreement or any of the Securities all of which costs and expenses shall from the time of payment or expenditure thereof respectively until repaid to the Lender by the Borrower be deemed to form part of the Principal Sum and shall carry interest accordingly.

8. Governing Law

This Agreement shall be construed and enforced in accordance with (and the rights of the parties shall be governed by) the English Laws as applicable in the Republic of Vanuatu. The Borrower HEREBY FURTHER IRREVOCABLY CONSENTS AND AGREES that any legal action or proceeding arising out of or in any way connected with the enforcement of rights by the Lender against the Borrower arising out of or in respect of this Agreement (or any of the securities given by any of the guarantors associated with or related to the Borrower) shall be instituted in the Supreme Court of the Republic of Vanuatu and the Borrower IRREVOCABLY SUBMITS to the jurisdiction of the Supreme Court of Vanuatu in any such legal action or proceeding.

9. Provision of Further Security

The Borrower hereby charges all the property of the Borrower real or personal present or future with payment of the principal interest and other moneys payable under this Agreement. The Borrower will on request at the expense of the Borrower in all things execute any mortgage encumbrance bill of sale debenture charge lien assignment or other security or instrument requested by the Lender over such property and deliver the instrument with documents of title to the Lender in order better to secure to the Lender payment of principal, 'interest and other moneys payable under this Agreement and to secure such other liabilities to the Lender whether present or future as the Lender requires.

10. Further Advances

The Lender at the request of the Borrower may in its absolute discretion in addition to the advances referred to herein and upon such terms and conditions as it thinks fit make further advances to the Borrower and/or to any other person/s or company. Any further advance so made shall be deemed to be additions to the Principal Sum the amount of which. shall be deemed to be increased accordingly and shall until repaid bear interest and be a on equal ranking on any property over which the Lender holds security securing the principal and interest payable hereunder notwithstanding that the Borrower may further encumber the property in favour of any person other than the Lender.

11. Severability

If any provision of part of a provision of this Agreement shall be invalid or unenforceable thereunder or under any statute or at law or in equity then the validity or enforceability of the remainder of this Agreement shall be in no way affected thereby.

12. Appropriation of Payments

The Lender shall have the sole power of appropriating any moneys paid by the Borrower to the Lender or which may be received by the Lender on account of the Borrower either towards any moneys which are owing or payable by the Borrower to the Lender or for which the Borrower is responsible or liable to the Lender (as principal or surety or otherwise) whether secured or unsecured on any other account or in or towards any moneys owing or payable under this Agreement and in such order or priority as the Lender may in its absolute and sole discretion think fit with power to vary such appropriation and that failing such appropriation by the. Lender or until such appropriation shall be made any such moneys paid by the Borrower or received by the Lender shall be applied in the first place in or towards any unsecured debt or liability of the Borrower to the Lender on any other account whatsoever secondly in or towards any costs or expenses of the Lender whether provided for herein or not) thirdly in or towards any payment made by the Lender under or by virtue of this Agreement or under any power or authority herein contained fourthly in or towards any interest due or payable hereunder and fifthly in or towards any payment of principal due or payable hereunder or under any arrangement in that behalf and so that the Borrower's power of appropriation is hereby negatived.

13. Costs, Fees and Expenses

The Borrower shall pay on demand all costs charges and expenses including legal costs stamp duty and fees incurred by the Lender in connection with this Agreement and any instrument securing the principal and interest hereunder or in connection with the collection of the principal interest or other moneys payable under this Agreement.

14. Notices

The Lender may give any notice to the Borrower for the purposes of this Agreement by serving the notice personally on one director of the Borrower or by posting the notice in an envelope addressed to the Borrower at the address set out in the Schedule or the address last known to the Lender or by leaving the notice at that address. Notice so posted shall be deemed to be received by the Borrower on the day following the posting even if it is shown that it was not delivered. Any such notice may be signed on behalf of the Lender by any of its officers or by its solicitors. A notice given in accordance with this clause shall be sufficient notwithstanding the death bankruptcy or incapacity of the Borrower.

15. Interpretation

In this Agreement except to the extent that such interpretation shall be excluded by or be repugnant to the context:-

(a) Words importing persons shall include corporations and vice versa; words importing the singular number shall include the plural number and vice versa; words importing any gender shall include the other gender;

(b) Any mortgage, charge, agreement or other document collateral hereto or referred to herein shall mean that mortgage, charge, agreement or other document together with any variation or amendment thereto and (if applicable) any mortgage, charge, agreement or, other document in addition thereto or in substitution therefore which has been approved in writing by the parties.

(c) The use of the phrase "Principal Sum" means and includes all those moneys advanced by the Lender to the Borrower;

(d) Reference to debt in the Loan Account means and includes the Principal Sum together with all or any interest, costs, fees and other charges debited to that account;

(e) The expression "the Lender" shall mean and include The Vanuatu National Provident Fund and its successors and assigns.

IN WITNESS S WHEREOF the parties have hereunto set affixed their seals on the day and in the year first hereinbefore written.

SIGNED SEALED AND DELIVERED
for and on behalf of THE VANUATU NATIONAL PROVIDENT FUND
by it duly authorised representative and in the presence of:

SIGNED SEALED AND DELIVERED
for and on behalf of THE GOVERNMENT OF THE REPUBLIC OF VANUATU
by its duly authorised representative and in the presence of:

THE FIRST SCHEDULE

Date Due	Loan Amount	Principal	Interest      Total Payment	
May 28/92	40000000	626392	466667        1093059	
June 28/92	39373608	633700	459359        1093059	
July 28/92	38739907	641093	451966        1093059	
Aug. 28/92	38098814	648573	444486        1093059	
Sept. 28/92	37450241	656140	436919        1093059	
Oct. 28/92	36794101	663795	429265        1093059	
Nov. 28/92	36130307	671539	421520        1093059	
Dec. 28/92	35458168	679373	413686        1093059	
Jan. 2,8/93	34779395	687299	405760        1093059	
Feb. 28/93	34092095	695318	397741        1093059	
Mar. 28/93	33396777	703430	389629        1093059	
Apr. 28/93	32693347	711637	381422        1093059	
May 28/93	31981710	719939	373120        1093059	
June 28/93	31261771	728338	364721        1093059	
July 28/93	30533433	736836	356223        1093059	
Aug. 28/93	29796597	745432	347627        1093059	
Sept. 28/93	29051165	754129	338930        1093059	
Oct. 28/93	28297036	762927	330132        1093059	
Nov. 28/93	27534109	771828	321231        1093059	
Dec. 28/93	26762282	780832	312227        1093059	
Jan. 28/94	25981449	789942	303117        1093059	
Feb. 28/94	25191507	799158	293901        1093059	
Mar. 28/94	24392349	808482	284577        1093059	
Apr. 28/94	23583867	817914	275145        1093059	
May 28/94	22765953	827456	265603        1093059	
June 28/94	21938497	837110	255949        1093059	
July 28/94	21101387	846876	246183        1093059	
Aug. 28/94	20254511	856756	236303        1093059	
Sept. 28/94	19397754	866752	226307        1093059	
Oct. 28/94	18531003	876864	216195        1993059	
Nov. 28/94	17654139	887094	205965        1093059	
Dec. 28/94	16767044	897444	195616        1093059	
Jan. 28/95	15869601	907914	185145        1093059	
Feb. 28/95	14961687	918506	174553        1093059	
Mar. 28/95	14043181	929222	163837        1093059	
Apr. 28/95	13113959	940063	152996        1093059	
May 28/95	12173896	951030	142029        1093059	
June 28/95	11222866	962126	130933        1093059	
July 28/95	10260740	973350	119709        1093059	
Aug. 28/95	9287390	984706	108353        1093059	
Sept. 28/95	8302684	996194	96865          1093059	
Oct. 28/95	7306489	1007817	85242          1093059	
Nov. 28/95	6298673	1019575	73485          1093059	
Dec. 28/95	5279098	1031470	61589          1093059	
Jan. 28/96	4247629	1043503	49556          1093059	
Feb. 28/96	3204125	1055678	37381          1093059	
Mar. 29/96	2148448	1067994	25065          1093059	
Apr. 28/96	1080454	1080454	12605          1093059	
Total:	0	40000000	12466835    52466835	

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