EXHIBIT 10.194
SECOND AMENDMENT TO
FIRST NAVAL MORTGAGE
This Second Amendment to First Naval Mortgage (this
"Amendment"), made as of April 25, 1997, by RB FPSO L.P., a Cayman
Islands limited partnership (the "Partnership"), TRB HOLDING CORPORATION,
a Delaware corporation (the "Mortgagor"), whose address is
000 Xxxxxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, and TRB SUBSIDIARY
CORPORATION, a Delaware corporation ("TRBS") to NISSHO IWAI EUROPE PLC,
an English corporation, whose address is Bastion House, 000 Xxxxxx Xxxx,
Xxxxxx, XX0X SJT, United Kingdom (the "Lender");
WHEREAS:
1. The Mortgagor has executed and delivered to the Lender the
First Naval Mortgage dated as of April 7, 1997 (the "Original Mortgage"),
recorded at Entry No. 6108, Volume 255 in the Registry Journal Book of
the Republic of Panama which covers the vessel known as "Seillean", Gross
Register Tons (GRT): 50,928.00; Net Register Tons: 15,278.00, Length:
236.47 meters, Width: 37 meters, Depth: 19.80 meters, Permanent
Navigation Patent No. 00000-00, Radio Call Letters: 3FPF6, and
Registration No. 25519-PEXT, and with the home port of Panama City, the
Republic of Panama (the "Vessel") to secure, among other obligations, the
obligations of TRBH, Reading & Xxxxx (U.K.) Limited, an English limited
liability company (the "Charterer") and Lender under the Loan Agreement
(the "Loan Agreement") dated as of December 14, 1996. Unless otherwise
defined herein, all capitalized terms used herein have the meanings
assigned thereto in the Original Mortgage.
2. The Mortgagor transferred a 10% undivided interest in and
to the Vessel to TRBS pursuant to a Xxxx of Sale dated April 21, 1997,
which interest was transferred subject to the lien and mortgage of the
Original Mortgage and the Lender consented to such transfer in accordance
with the terms hereof. The First Amendment to First Naval Mortgage (the
"First Amendment") dated April 21, 1997 was entered in to for the purpose
of evidencing TRBS' acknowledgment of such lien and mortgage and the
Lender's consent to such transfer.
3. The Mortgagor and TRBS transferred all of their interest
in and to the Vessel to the Partnership pursuant to two Xxxx of Sale
dated April 25, 1997, which interest was transferred subject to the lien
and mortgage of the Original Mortgage and the Lender consented to such
transfer in accordance with the terms hereof.
4. This Amendment is entered in to for the purpose of
evidencing the Partnership's acknowledgment of such lien and mortgage and
the Lender's consent to such transfer.
5. The Partnership will derive substantial benefit from
obtaining its interest in the Vessel.
NOW, THEREFORE, THIS MORTGAGE WITNESSETH:
That in consideration of the premises and of other good and
valuable consideration, the receipt of which is hereby acknowledged, to
secure and guarantee the payment on demand of the Obligations, the
Partnership hereby executes and constitutes a first and absolute naval
mortgage in accordance with the provisions of Chapter V, Title IV of Book
II of the Code of Commerce, and the pertinent provisions of the Civil
Code and other legislation of the Republic of Panama, upon its undivided
interest in and to the Vessel, including all masts, boilers, cables,
engines, machinery, bowsprits, sails, rigging, boats, anchors, chains,
tackle, apparel, furniture, fittings, tools, pumps, equipment and
supplies, and all other appurtenances and accessories and additions,
improvements and replacements now or hereafter belonging thereto, whether
or not removed therefrom, property of the shipowner, of Panamanian flag
and registry;
TO HAVE AND TO HOLD all and singular the above described Vessel
unto the Lender, its successors and assigns, forever;
PROVIDED, HOWEVER, that if Mortgagor and the Partnership, their
successors or assigns shall perform, discharge and observe all and
singular the terms, the Obligations and the other covenants and
agreements herein, then this Mortgage shall cease, otherwise to remain in
full force and affect.
1. The Partnership agrees that its interest in the Vessel and
related property is subject to the lien of the Original Mortgage,
although the Partnership is not otherwise personally liable for the
obligations under the Loan Agreement.
2. The Partnership covenants and agrees to the extent of its
interest in the Vessel, to perform all obligations of the Mortgagor under
the Original Mortgage in the same manner as if the Partnership were an
original party thereto as follows:
3. All notices to the Mortgagor and the Lender hereto shall
be given at the addresses and in the manner set forth in Section 9.02 of
the Loan Agreement and all notices to the Partnership and TRBS shall be
addressed as follows and sent in the manner set forth in Section 9.02 of
the Loan Agreement.
If to the Partnership, at:
RB FPSO L.P.
000 Xxxxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
If to TRBS, at:
TRB Subsidiary Corporation
000 Xxxxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
4. All covenants and agreements of Mortgagor herein contained
shall bind Mortgagor and the Partnership, their successors and assigns,
and shall inure to the benefit of Lender and its successors and assigns.
Following any assignment hereof by Lender, any reference herein to
"Lender" shall be deemed to refer to the assignee.
5. If any provision of this Amendment be held to be invalid
under the provisions of any applicable law, such invalid provision shall
be deemed deleted from this Amendment but the validity of the Mortgage
shall not otherwise be affected.
6. Except as amended hereby and by the First Amendment the
Original Mortgage shall be in full force and effect.
7. The Partnership, Mortgagor and Lender confer a Special
Power of Attorney with right of substitution upon Messrs. ICAZA,
XXXXXXXX-XXXX & XXXXXX, a law firm domiciled in the City of Panama,
Republic of Panama to take all necessary steps to record this instrument
of mortgage in the Public Registry Office of the Republic of Panama, and
do whatsoever said law firm may consider appropriate for the fulfillment
of any and all laws and regulations governing the ship mortgage in the
Republic of Panama.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be executed as of the day and year first above written.
TRB HOLDING CORPORATION
By:__________________________________
X. X. Xxxxx
Executive Vice President Finance
and Administration
NOTARIAL CERTIFICATE
I, the undersigned, NOTARY PUBLIC, duly authorized, admitted
and sworn, residing and practicing in Houston, Xxxxxx County, Texas,
U.S.A.,
DO HEREBY CERTIFY THAT:
I. T. W. Xxxxx, as Executive Vice President Finance and
Administration of the above mentioned corporation did sign and deliver
the above written mortgage in my presence and that the signature
appearing above is his authentic signature.
II Sufficient proof has been produced to me that X. X. Xxxxx has
power to execute said mortgage on behalf of the corporation. I further
certify that the above signature of X. X. Xxxxx was set thereon in my
presence and is, therefore, authentic.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.
___________________________
Notary Public
TRB SUBSIDIARY CORPORATION
By:_____________________________
X. X. Xxxxx
Vice President and Treasurer
NOTARIAL CERTIFICATE
I, the undersigned, NOTARY PUBLIC, duly authorized, admitted
and sworn, residing and practicing in Houston, Xxxxxx County, Texas,
U.S.A.,
DO HEREBY CERTIFY THAT:
I. T. W. Xxxxx, as Vice President and Treasurer of the above
mentioned corporation did sign and deliver the above written mortgage in
my presence and that the signature appearing above is his authentic
signature.
II Sufficient proof has been produced to me that X. X. Xxxxx has
power to execute said mortgage on behalf of the corporation. I further
certify that the above signature of X. X. Xxxxx was set thereon in my
presence and is, therefore, authentic.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.
________________________
Notary Public
RB FPSO L.P.
By: TRB Holding Corporation, its general
partner
By:__________________________________
X. X. Xxxxx
Executive Vice President Finance
and Administration
NOTARIAL CERTIFICATE
I, the undersigned, NOTARY PUBLIC, duly authorized, admitted
and sworn, residing and practicing in Houston, Xxxxxx County, Texas,
U.S.A.,
DO HEREBY CERTIFY THAT:
I. T. W. Xxxxx, as Executive Vice President Finance and
Administration of TRB Holding Corporation, general partner of RB FPSO
L.P. did sign and deliver the above written mortgage in my presence and
that the signature appearing above is his authentic signature.
II. Sufficient proof has been produced to me that the said
X. X. Xxxxx has power to execute said mortgage on behalf of the
corporation as general partner of the partnership. I further certify
that the above signature of X. X. Xxxxx was set thereon in my presence
and is, therefore, authentic.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.
__________________________
Notary Public
ACCEPTANCE OF MORTGAGE
I, the undersigned, as Senior Vice President and Senior General
Manager of Houston office of NISSHO IWAI EUROPE, PLC., referred to as the
"Lender" in the above Second Amendment to First Naval Mortgage on the
m.v. "Seillean", hereby ACCEPTS for all legal purposes said Second
Amendment to First Naval Mortgage on behalf of the "Lender".
Date: NISSHO IWAI EUROPE PLC.
By:_________________________________
Xxxxxxxxx Xxxxxx
Senior Vice President and Senior
General Manager of Houston office
NOTARIAL CERTIFICATE OF ACCEPTANCE OF MORTGAGE
I, the undersigned, NOTARY PUBLIC, duly authorized, admitted
and sworn, residing and practicing in Houston, Xxxxxx County, Texas,
U.S.A.,
DO HEREBY CERTIFY THAT:
I. Xxxxxxxxx Xxxxxx, as Senior Vice President and Senior General
Manager of Houston office of the above mentioned corporation did sign and
accept the above written mortgage in my presence and that the signature
appearing above is his authentic signature.
II. Sufficient proof has been produced to me that the said
Xxxxxxxxx Xxxxxx has power to execute said mortgage on behalf of the
corporation. I further certify that the above signature of Xxxxxxxxx
Xxxxxx was set thereon in my presence and is, therefore, authentic.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.
_________________________
Notary Public
