Dated __________ 2000
(1) AJAX II, L.P.
and
(2) CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH AS AGENT
----------------------------
SHARE MORTGAGE
----------------------------
Hunter & Hunter
X.X. Xxx 000 GT
The Huntlaw Building
Grand Cayman
Cayman Islands
THIS SHARE MORTGAGE dated __________ 2000 is made
BETWEEN: (1) AJAX II, L.P., a limited partnership
organised under the laws of the Cayman
Islands, of 3rd Floor, CIBC Financial
Centre, P.O. Box 1234GT, Grand Cayman,
Cayman Islands ("Mortgagor");
AND: (2) CHRISTIANIA BANK OG KREDITKASSE ASA, New
York Branch ("CBNY"), as agent for itself
and the Lenders hereinafter defined ("the
Agent").
WHEREAS
(A) The Mortgagor is the registered owner of the shares described herein.
(B) In order to secure the payment of the Obligations defined herein, the
Mortgagor has agreed to enter into this Mortgage.
NOW THIS DEED WITNESSETH and it is hereby agreed as follows:-
1. DEFINITIONS AND INTERPRETATIONS
(a) The following terms have the meanings set opposite unless the
context otherwise requires:-
(i) Lenders the Lenders as so defined in the
Credit Agreement;
(ii) Companies Genmar Xxxxxxx Ltd., Genmar Zoe
Ltd., Genmar Macedon Ltd. and
Genmar Spartiate Ltd. each of which
is a company incorporated under the
laws of the Cayman Islands having
its registered office at P. O. Box
1234 GT, Xxxxxx Town, Grand Cayman,
Cayman Islands;
(iii) Credit Agreement The US$70,000,000 Credit Agreement
dated as of _____ June 2000 made
between the Companies jointly and
severally as borrowers, the
Mortgagor as Guarantor, the Chargee
and the Lenders in connection with
a loan facility in the amount of up
to US$70,000,000 to be made
available by the Lenders to the
Companies and any renewals,
modifications and extensions
thereto;
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(iv) Default a Default as defined in the Credit
Agreement; (v) Event of Default an
Event of Default as defined in the
Credit Agreement;
(vi) Mortgaged Shares the Original Mortgaged Shares and
all other shares in the Companies
from time to time owned by the
Mortgagor during the Security
Period (and includes all shares,
stocks and other securities offered
or accruing by way of subdivision,
consolidation, capitalization of
profits, bonus or rights issue or
otherwise to the Mortgagor in
respect of all or any of the
Mortgaged Shares or offered in
substitution or exchange for all or
any of the Mortgaged Shares);
(vii) Obligations has the meaning given to it in the
Credit Agreement; (viii) Original
Mortgaged Shares the shares in the
Companies registered and
beneficially owned by the Mortgagor
specified in Clause 3(b) hereof;
(ix) Security Period the period commencing on the date
of execution of this Mortgage and
terminating upon discharge of the
security created by this Mortgage
and payment in full in cash of the
Obligations.
(b) Capitalised terms used and not otherwise defined herein have
the respective meanings given to those terms in the Credit
Agreement.
(c) Unless the context otherwise requires, words used herein
importing the singular number shall include the plural number
and vice-versa, words importing the masculine gender only
shall include the feminine gender and words importing persons
only shall include companies or associations or bodies of
persons whether incorporated or not.
(d) The headings to clauses are for convenience only and have no
legal effect.
2. MORTGAGE OF SHARES
The Mortgagor as legal and beneficial owner hereby pledges, mortgages,
assigns, transfers, deposits, sets over and confirms to the Agent on
behalf of the Lenders the Mortgaged Shares and all of its right, title
and interest therein as and continuing security for the due and
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punctual payment by the Companies and the Mortgagor to the Agent on
behalf of the Lenders of the Obligations whether due actually or
contingently presently or in the future.
3. REPRESENTATIONS
The Mortgagor hereby represents and warrants to the Agent on behalf of
the Lenders as follows:
(a) the Mortgagor has full power and authority to enter into and
perform its obligations under and to grant to the Agent on
behalf of the Lenders the rights created by this Mortgage;
(b) the authorised share capital of each of the Companies is
US$50,000 divided into 50,000 ordinary shares of US$1.00 each,
of which a total of 100 shares per Company are duly issued,
fully paid and have the rights specified in the relevant
constitutional documents of such Company (certified copies of
which have been delivered to the Agent on behalf of the
Lenders) and are registered in the ownership of the Mortgagor
(being the Original Mortgaged Shares) and representing all of
the issued shares in the Company;
(c) there are no options, pre-emption rights or other rights
outstanding nor is there any other agreement by virtue of
which any person is entitled to have issued or transferred to
him the Mortgaged Shares or any other shares in any of the
Companies;
(d) the Mortgagor is the legal and beneficial owner of the
Mortgaged Shares and has full right and title to the same and
the same are free from any charge, lien or encumbrance of any
kind save as created pursuant to this Mortgage;
(e) the Mortgagor has duly executed and delivered this Mortgage;
(f) this Mortgage constitutes a valid and legally binding
obligation of the Mortgagor enforceable against the Mortgagor
in accordance with its terms;
(g) the entry into and performance by the Mortgagor of this
Mortgage does not violate in any respect (i) any law or
regulation of any governmental or official authority or body,
or (ii) any agreement, contract or other undertaking to which
the Mortgagor is a party or which is binding upon the
Mortgagor or any of its assets;
(h) all consents, licences, approvals and authorizations required
in connection with the entry into, performance, validity and
enforceability of this Mortgage have been obtained and are in
full force and effect and will be so maintained; and
(i) the Mortgagor is duly registered and established as an
exempted limited partnership and is in good standing under the
laws of the Cayman Islands; and
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(j) the Mortgagor has taken all necessary action to authorize the
execution and delivery of this Mortgage in accordance with its
terms.
4. COVENANTS CONCERNING THE SHARES
The Mortgagor covenants and agrees with the Agent on behalf of the
Lenders that during the Security Period:-
(a) the Mortgagor will not sell, assign, transfer, mortgage,
pledge or encumber in any manner the Mortgaged Shares or
suffer to exist any mortgage, lien or encumbrance on the
Mortgaged Shares save as created pursuant to this Mortgage;
(b) no further shares in the Companies will be issued without the
prior consent of the Agent on behalf of the Lenders and that
any further shares issued to the Mortgagor whether by way of
capitalization of profits, new issue or otherwise shall
automatically become part of and shall be included in the
definition of Mortgaged Shares for all purposes hereunder;
(c) the Mortgagor will deliver to the Agent on behalf of the
Lenders, immediately upon receipt by the Mortgagor copies of
all notices of general meetings, proposed unanimous
shareholder resolutions of the Company (prior to such
resolutions being signed by the Mortgagor), financial
statements and all other materials distributed to, or
requiring action by, shareholders of the Company from time to
time, together with copies of all minutes of meetings of the
Directors (or committees of the Directors) of the Company,
unanimous written resolutions of the Directors (or committees
thereof) and all other materials and information distributed
by the Company to, or requiring action by, such Directors and
such other information concerning the Company as the Agent on
behalf of the Lenders shall from time to time request; and
(d) the Mortgagor will not exercise its votes as holder of the
Mortgaged Shares or take any action with respect to the
Company which might in any way prejudice the security of the
Lenders under this Mortgage;
5. RIGHTS IN RESPECT OF SHARES
The Mortgagor further agrees with the Agent on behalf of the Lenders as
follows:-
(a) unless and until a Default and/or an Event of Default has
occurred and is continuing:-
(i) the Mortgagor shall be entitled to exercise all
voting and/or consensual powers pertaining to the
Mortgaged Shares or any part thereof for all purposes
not inconsistent with the terms of this Mortgage; and
-6-
(ii) the Mortgagor shall be entitled to receive and retain
any dividends, interest or other moneys accruing on
or paid in respect of the Mortgaged Shares or any
part thereof;
(b) if a Default and/or an Event of Default shall occur, the Agent
on behalf of the Lenders shall have the sole and exclusive
right:-
(i) to exercise all voting and consensual powers
pertaining to the Mortgaged Shares or any part
thereof and the Agent on behalf of the Lenders shall
exercise such powers in such manner as the Agent on
behalf of the Lenders may elect; and
(ii) to receive any dividends, interest or other
distributions paid or to be made in respect of the
Mortgaged Shares;
(c) if a Default and/or an Event of Default occurs, the Agent on
behalf of the Lenders may, without any notice except as
hereinafter provided, sell the Mortgaged Shares or any part
thereof at public or private sale for cash, upon credit or for
future delivery and at such price or prices as the Agent on
behalf of the Lenders may deem best (and the Agent on behalf
of the Lenders shall be entitled to purchase any and all of
the Mortgaged Shares so sold and thereafter hold the same
absolutely free from any right or claim of whatsoever kind).
Upon any such sale, the Agent on behalf of the Lenders shall
have the right to deliver, assign and transfer to each
purchaser thereof the Mortgaged Shares so sold. Each purchaser
at any such sale shall hold the property so sold absolutely
free from any claim or right of whatsoever kind including any
equity or right of redemption of the Mortgagor who hereby
specifically waives all rights of redemption, stay or
appraisal which the Mortgagor has or may have under any rule
or law or statute now existing or hereinafter adopted. The
Agent on behalf of the Lenders shall give to the Mortgagor ten
days written notice of its intention to make any such public
or private sale. Such notice in case of public sale shall
state the time and place fixed for such sale and in case of
private sale the day on which the Mortgaged Shares or that
portion thereof so being sold will first be offered for sale.
Any such public sale shall be held at such time or times
within ordinary business hours and at such place as the Agent
on behalf of the Lenders may fix in the notice of such sale.
At such sale, the Mortgaged Shares may be sold in one lot as
an entirety or in separate parcels as the Agent on behalf of
the Lenders may determine. The Agent shall not be obliged to
make any public or private sale and may cause the same to be
adjourned from time to time by announcement at the time and
place fixed for the sale and such sale may be made at any time
or place to which the same may be so adjourned. In case of any
sale of all or any part of the Mortgaged Shares on credit or
for future delivery the Mortgaged Shares so sold may be
retained by the Agent for the Lenders until the selling price
is paid by each purchaser thereof but neither the Agent nor
the Lenders shall incur liability in the case of the failure
of such purchaser to take up and pay for the Mortgaged
-7-
Shares so sold and in case of any such failing such Mortgaged
Shares may again be sold upon like notice. The Agent on behalf
of the Lenders instead of exercising the power of sale herein
conferred upon it may proceed by a suit or suits at law or in
equity to foreclose this Mortgage and sell the Mortgaged
Shares or any portion thereof under a judgment or decree of a
court or courts of competent jurisdiction, the Mortgagor
having been given due notice of all such action;
(d) the proceeds of any sale or other enforcement in respect of
all or any part of the Mortgaged Shares shall be applied by
the Agent first in paying the expenses of any such sale or
other enforcement and thereafter in reduction of the
Obligations in such order as the Lenders may determine; and
(e) in the event of a Default and/or an Event of Default, the
Agent on behalf of the Lenders shall be entitled to date and
implement the documents delivered to it pursuant to Clause 9
hereof as appropriate and to take all steps to register the
Mortgaged Shares in its name or that of its nominees and to
assume control as registered owner of the Mortgaged Shares;
Provided that in all cases:-
(i) the Mortgagor shall remain liable to perform all the
obligations assumed by it in relation to the Mortgaged Shares
and the Agent and the Lenders shall be under no obligation of
any kind whatsoever in respect thereof or be under any
liability whatsoever in event of any failure by the Mortgagor
to perform its obligations in respect thereof;
(ii) the Mortgagor shall pay all calls or other payments, and shall
discharge all other obligations, which may become due in
respect of any of the Mortgaged Shares failing which the Agent
on behalf of the Lenders may if it thinks fit (but shall not
be required to do so) make such payments or discharge such
obligations on behalf of the Mortgagor. Any sums so paid by
the Agent on behalf of the Lenders in respect thereof shall be
payable by the Mortgagor to the Agent on behalf of the Lenders
on demand and pending such repayment shall constitute part of
the Obligations; and
(iii) the Agent and the Lenders shall not have any duty (whether
registered as the legal mortgagee of the Mortgaged Shares or
not) to ensure that any dividends, interest or other moneys
and assets receivable in respect of the Mortgaged Shares are
duly and punctually paid, received or collected as and when
the same become due and payable or to ensure that the correct
amounts (if any) are paid or received on or in respect of the
Mortgaged Shares or to ensure the taking up of any (or any
offer of any) stocks, shares, rights, moneys or other property
paid, distributed, accruing or offered at any time by way of
redemption, bonus, rights, preference or otherwise on, or in
respect of, any of the Mortgaged Shares.
6. POWER OF ATTORNEY
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The Agent is hereby irrevocably (coupled with the interest of this
Mortgage) appointed the attorney-in-fact of the Mortgagor for the
purpose of carrying out the provisions of this Mortgage and taking any
action and executing any instruments which the Agent may deem necessary
or advisable to accomplish the full benefit of this Mortgage.
7. REMEDIES ARE CUMULATIVE
No failure on the part of any of the Lenders to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Agent
on behalf of the Lenders of any right, power or remedy hereunder
preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law.
8. RELEASE OF MORTGAGE
When all the Obligations shall have been paid in full and all
obligations and liabilities of the Mortgagor hereunder shall have been
paid or discharged in full, this Mortgage shall terminate and the Agent
on behalf of the Lenders shall forthwith assign, transfer and deliver
to the Mortgagor the Mortgaged Shares.
9. SHARE MORTGAGE SUPPORT DOCUMENTS
The Mortgagor hereby undertakes to deliver to the Agent on behalf of
the Lenders on the date hereof as security in accordance with the terms
of this Mortgage the following in form and substance acceptable to the
Lenders:-
(a) all original share certificates in respect of the Mortgaged
Shares;
(b) blank signed transfers in respect of the Mortgaged Shares
undated;
(c) an executed and undated resignation of all Directors and
officers of each of the Companies;
(d) an irrevocable proxy (coupled with the Lenders' interest
hereunder) in respect of each Company in favour of the Agent
on behalf of the Lenders;
(e) a memorandum signed by a Director or Secretary of the Company
concerning the endorsement of a note of this Mortgage on the
Register of Members of the Company; and
(f) the acknowledgement and agreement of each Company to the terms
of this Mortgage.
10. VARIATION OF INDEBTEDNESS
The Agent and/or the Lenders may at all times, without discharging or
in any way affecting this security, determine, vary or increase any
credit to the Mortgagor, grant to the Mortgagor
-9-
or to any other person any time or indulgence, deal with, exchange,
release, modify or abstain from perfecting or enforcing any security,
guarantee or other right which the Lenders may now or hereafter have
regarding the Obligations, compound with the Mortgagor or any
guarantor, or agree to any amendment or supplement to the Credit
Agreement and any other security provided to the Lenders thereunder.
11. NOTICES
Any notice or other communication hereunder shall be in writing and may
be sent by telefax or by mail or by personal or courier delivery to the
following address (or to such other address as shall be notified by one
party to the other from time to time) and shall be deemed to be duly
given or made (in the case of personal or courier or mail delivery)
when delivered and (in the case of telefax delivery) when despatched
(or the first business day thereafter in the place of the recipient if
despatched on a non-business day or after working hours in the place of
the recipient):-
(a) to the Mortgagor at:
c/o General Maritime Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx
Xxx Xxxx 00000
Xxxxx X. Xxxxxxxxxxxxx
Fax No. (000) 000 0000
(b) to the Agent at:
00 Xxxx 00xx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
U.S.A.
Attention: Shipping Department
12. INDEMNITY AND EXPENSES
(a) The Mortgagor hereby indemnifies the Agent and the Lenders
against any liabilities, claims, costs and expenses whatsoever
which may be made against the Agent and/or the Lenders or
which may be incurred or become payable by the Agent and/or
the Lenders in respect of the business of the Company or as a
result of this Mortgage (including, but without prejudice to
the generality of the foregoing, any stamp duties on any
transfer of the Mortgaged Shares hereunder).
(b) The Mortgagor shall pay to the Agent on behalf of the Lenders
on its demand the amount of all reasonable expenses incurred
by the Agent and the Lenders in connection with:-
-10-
(i) the negotiation, preparation, execution or
registration of this Mortgage or any other document
related thereto or with any transactions contemplated
by this Mortgage or a related document;
(ii) any amendment or supplement to this Mortgage or any
proposal for such an amendment to be made (whether
made or not); and
(iii) any consent or waiver by the Agent on behalf of the
Lenders under or in connection with this Mortgage, or
any request for such a consent or waiver (whether
granted or not).
(c) The Mortgagor shall pay to the Agent on behalf of the Lenders
on demand the amount of all reasonable expenses incurred by
the Agent and/or the Lenders in connection with any step taken
by the Agent or the Lenders with a view to or in connection
with their protection, exercise or enforcement of any right or
interest created by this Mortgage or for any similar purpose
as a result of a breach by the Mortgagor of this Mortgage.
There shall be recoverable under this sub-clause (c) the full
amount of all legal expenses on a full indemnity basis both
before and after any judgment, whether or not such would be
allowed under rules of court or any taxation or other
procedure carried out under such rules.
(d) The Mortgagor shall promptly pay any stamp duty or documentary
tax payable on or by reference to this Mortgage and shall
fully indemnify the Agent on behalf of the Lenders on demand
against any liabilities and expenses resulting from any
failure or delay by the Mortgagor to pay such stamp duty or
documentary tax.
(e) A certificate signed by the Agent which states that a
specified amount, or aggregate amount, is due to the Lenders
under this Clause 12 shall be prima facie evidence that the
amount, or aggregate amount, is due.
(f) The Mortgagor hereby agrees and undertakes to indemnify the
Agent on behalf of the Lenders against any loss or damage or
expenses which consequent on a judgment being obtained or
enforced in respect of the non-payment by the Mortgagor or any
other relevant parties of any amount due under this Mortgage
arises or results from any variation in rate of exchange
between the date of the said amount becoming due or the date
of the said judgment being obtained (as the case may be) and
the date of actual payment thereof and this indemnity shall
continue in full force and effect notwithstanding any judgment
in favour of any of the Lenders.
13. COUNTERPARTS
This Mortgage may be executed in one or more counterparts, each of
which shall be deemed originals, all of which together shall constitute
one and the same instrument. Delivery of an executed counterpart of a
signature page to this Mortgage by facsimile transmission shall be
effective as delivery of a manually executed counterpart of this
Mortgage.
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14. GOVERNING LAW
This Mortgage shall be governed by and construed in accordance with the
laws of the Cayman Islands and the parties hereby submit to the
non-exclusive jurisdiction of the courts of the Cayman Islands.
-12-
IN WITNESS whereof the parties hereto have caused this Mortgage to be duly
executed as a Deed the day and year first above written.
EXECUTED as a DEED by AJAX II, )
L.L.C. as Managing General Partner of )
AJAX II, L.P. in the presence of: )
)
_________________________ ) ______________________
Witness Xxxx X. Xxxxxxxxx
Attorney-in-Fact
EXECUTED as a DEED by the )
CHRISTIANIA BANK OG )
KREDITKASSE ASA, NEW YORK )
BRANCH as AGENT on behalf of the )
Lenders in the presence of: )
_________________________ ) ______________________
Witness )
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ACKNOWLEDGEMENT AND AGREEMENT OF THE COMPANIES AND THEIR RESPECTIVE SOLE
DIRECTORS
We, the undersigned, on behalf of Genmar Xxxxxxx Ltd., Genmar Zoe Ltd., Genmar
Macedon Ltd. and Genmar Spartiate Ltd. hereby acknowledge and agree to the above
Mortgage and we agree to approve any transfer of the Mortgaged Shares to the
Agent on behalf of the Lenders or its nominee pursuant to Clause 5(e) of the
Mortgage and to enter the particulars of such transfer in the Register of
Members of the relevant Company.
Dated __________ 2000
___________________________________
Xxxx X. Xxxxxxxxx, Attorney-in-Fact
for and on behalf of
GENMAR XXXXXXX LTD.
___________________________________
Xxxx X. Xxxxxxxxx, Attorney-in-Fact
for and on behalf of
GENMAR ZOE LTD.
___________________________________
Xxxx X. Xxxxxxxxx, Attorney-in-Fact
For and on behalf of
GENMAR MACEDON LTD.
___________________________________
Xxxx X. Xxxxxxxxx, Attorney-in-Fact
For and on behalf of
GENMAR SPARTIATE LTD.
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[GENMAR GABRIELTD./GENMAR ZOE LTD./GENMAR MACEDON LTD./GENMAR
SPARTIATE LTD.]
FORM OF RESIGNATION OF DIRECTOR
TO: [Genmar Xxxxxxx Ltd./Genmar Zoe Ltd./Genmar Macedon Ltd./Genmar
Spartiate Ltd.]
("Company")
X.X. Xxx 0000XX
Xxxxxxxxxx Xxxxx
Xxxxx Xxxxxx Xxxxxx
Grand Cayman
Cayman Islands
Dear Sirs,
I hereby resign as a Director of the Company and from any and all other offices
of the Company I may hold effective from today's date without claim or
compensation for loss of office or otherwise.
This Resignation is issued pursuant to a Share Mortgage dated __________ 2000 in
favour of CHRISTIANIA BANK OG KREDITKASSE ASA on behalf of the Lenders as
defined therein who are authorized to date and deliver this Resignation under
the terms thereof.
DATED: _______________ 20__
Yours faithfully,
_______________________________
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[GENMAR XXXXXXX LTD./GENMAR ZOE LTD./GENMAR MACEDON LTD./GENMAR
SPARTIATE LTD.]
FORM OF IRREVOCABLE PROXY
The undersigned being the owner of 100 ordinary shares ("Shares", which
expression shall be deemed to include any further shares issued to the
undersigned) of [Genmar Xxxxxxx Ltd./Genmar Zoe Ltd./Genmar Macedon Ltd./Genmar
Spartiate Ltd.] ("Company"), a Cayman Islands company, hereby make, constitute
and appoint ______________________ of ______________________________________ as
proxy and attorney-in-fact of the undersigned with full power to appoint a
representative or nominee or substitute to act hereunder from time to time to
vote all or any of the Shares at all annual and extraordinary general meetings
of shareholders of the Company and to sign any unanimous written resolutions of
the shareholders of the Company with the same force and effect as the
undersigned might or could do and the undersigned hereby ratifies and confirms
all that the said proxy and attorney-in-fact or its representative or nominee or
substitute shall do or cause to be done by virtue hereof.
The Shares have been mortgaged to CHRISTIANIA BANK OG KREDITKASSE ASA as Agent
on behalf of certain Lenders pursuant to a Share Mortgage ("Mortgage") dated
__________ 2000 made between the undersigned and the Agent on behalf of the
Lenders. This Proxy is coupled with an interest and is irrevocable and shall
remain irrevocable as long as the Mortgage remains in effect.
IN WITNESS whereof this instrument has been duly executed as a Deed this _____
day of __________ 2000.
EXECUTED as a DEED by )
AJAX II, L.L.C. as Managing )
Partner of AJAX II, L.P. in the )
presence of: )
______________________________ ) _____________________________
Witness ) Director/Member
)
-00-
[XXXXXX XXXXXXX LTD./GENMAR ZOE LTD./GENMAR MACEDON LTD./GENMAR
SPARTIATE LTD.]
("Company")
FORM OF TRANSFER OF SHARES
We, Ajax II, L.P., by the Managing General Partner Ajax II, L.L.C., of P.O. Box
1234GT, Queensgate House, South Church Street, Grand Cayman, Cayman Islands in
consideration of the sum of US$1.00 and other good and valuable consideration
paid to us by _____________________ of ______________________________
(hereinafter called "the Transferee") do hereby transfer to the Transferee the
_________ shares in the Company to hold the same unto the Transferee subject to
the several conditions on which we hold the same; and we the Transferee do
hereby agree to take the said shares subject to the conditions aforesaid.
This Transfer of Shares is issued pursuant to a Share Mortgage dated __________
2000 in favour of CHRISTIANIA BANK OG KREDITKASSE ASA on behalf of the Lenders
as therein defined who are authorized to complete this Transfer under the terms
thereof.
As witness our hands the _____ day of __________ 20__.
Transferor: Transferee:
________________________________ __________________________________
Ajax II, L.P.
By Ajax II, L.L.C.
(Managing General Partner)
By Xxxxx Xxxxxxxxxxxxx
(Sole Member)
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[GENMAR XXXXXXX LTD./GENMAR ZOE LTD./GENMAR MACEDON LTD./GENMAR
SPARTIATE LTD.]
FORM OF MEMORANDUM
It is hereby certified that a Memorandum has been made in the Register of
Members of [Genmar Xxxxxxx Ltd./Genmar Zoe Ltd./Genmar Macedon Ltd./Genmar
Spartiate Ltd.] ("Company") to the effect that the shares described in the
Schedule hereunder ("Shares", which expression shall be deemed to include any
further shares issued to such shareholder described in the Schedule) have been
mortgaged to CHRISTIANIA BANK OG KREDITKASSE ASA, New York Branch as Agent for
the Lenders as defined in and pursuant to a Share Mortgage dated __________
20__, due notice of the said Mortgage having been given by the Agent on behalf
of the Lenders to the Company and we being duly appointed Directors of the
Company, do hereby undertake not to register any transfer of any of the Shares
or other ownership rights entitling the holder thereof to participate in the
profits of the Company other than as directed by the Agent on behalf of the
Lenders or with the prior written authorization of the Agent on behalf of the
Lenders so to do.
It is further certified that we have not heretofore received any notice of any
mortgage or other encumbrance in relation to the Shares.
SCHEDULE
_____ ordinary shares of US$1.00 represented by certificates number ___ held by
___________________.
Dated _____________________ 20__
_____________________________
(Director)
