EXHIBIT 10.3(e)
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SUPPLEMENT TO
FIRST PREFERRED SHIP MORTGAGES
DATED MAY 8, 1996
from
MARITRANS OPERATING PARTNERS L.P.
MORTGAGOR
to
WILMINGTON TRUST COMPANY
as Trustee,
Mortgagee
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TABLE OF CONTENTS
SECTION HEADING PAGE
SECTION 1. AMENDMENTS TO THE MORTGAGES ..........................................3
SECTION 2. MISCELLANEOUS PROVISIONS .............................................3
Signatures ..............................................................................5
ATTACHMENTS TO SUPPLEMENT TO FIRST PREFERRED SHIP MORTGAGES
Appendix I Description of Vessels and Recording information for Mortgages
Annex I True Copy of Second Supplemental Indenture of Trust and Security
Agreement
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SUPPLEMENT TO FIRST PREFERRED SHIP MORTGAGES
This SUPPLEMENT TO FIRST PREFERRED SHIP MORTGAGES (as the same may be
amended and supplemented from time to time, the "Mortgage Supplement"), dated
the 8th day of May, 1996, from MARITRANS OPERATING PARTNERS L.P., a Delaware
limited partnership (the "Partnership"), to WILMINGTON TRUST COMPANY, as Trustee
(the "Trustee"), under an Indenture of Trust and Security Agreement dated as of
March 15, 1987 among the Partnership, the Trustee and Maritrans Capital
Corporation, a Delaware corporation, 100% of the capital stock of which is owned
by the Partnership (the "Company") relating to the Notes referred to below (said
Indenture of Trust and Security Agreement, as the same has heretofore been
amended and supplemented by the First Supplement (defined below), as amended and
supplemented by the Second Supplement (defined below) and as may hereafter be
amended or supplemented, being herein called the "Indenture ", and the Trustee,
and any successor trustee, being herein called the "Mortgagee"), for the benefit
of the holders of the Notes (as defined below) from time to time outstanding,
supplements those certain First Preferred Ship Mortgages in the form specified
in the Indenture on the Vessels described on Appendix I hereto (the original
First Preferred Ship Mortgages as heretofore supplemented and as supplemented
hereby and as the same may hereafter be amended or supplemented, being herein
referred to as the "Mortgages") made-by the Partnership in favor of the
Mortgagee, which Mortgages were recorded on the date, at the time and in the
place as set forth on Appendix I hereto.
RECITALS:
A. The Partnership is the sole owner of the whole of each of the
vessels described on Appendix I which is documented in the name of the
Partnership under the laws of the United States and has its Home Port (formerly
at Philadelphia, Pennsylvania) and its hailing port at Wilmington, Delaware
(said vessels being hereinafter referred to as the "Vessels").
B. The Company has heretofore duly issued in accordance with the terms
of the Indenture (i) $35,000,000 aggregate principal amount of its Series A
Notes (together with any Notes issued in lieu of or in substitution or exchange
therefor pursuant to the Indenture being herein called the "Series A Notes"),
(ii) $80,000,000 aggregate principal amount of its Series B Notes (together with
any Notes issued in lieu of or in substitution or exchange therefor pursuant to
the Indenture being herein called the "Series B Notes"), and (iii) up to
$20,000,000 aggregate principal amount of its Series C Notes due June 30, 1995
(together with any Notes issued in lieu of or in substitution or exchange
therefore pursuant to the Indenture being herein called the "Series C Notes").
The Series C Notes were issued pursuant to the First Supplemental Indenture of
Trust and Security Agreement dated as of August 15, 1989 among the Company, the
Partnership and the Mortgagee (as amended and supplemented by Amendment No. 1 to
the First Supplemental Indenture of Trust and Security Agreement dated as of
March 31, 1992, the "First Supplement"). The Series C Notes have heretofore been
retired. The Series A Notes, the Series B Notes and any
Additional Notes issued under the Indenture are herein collectively referred to
as the "Notes"
C. The Partnership has heretofore entered into the Guaranty Agreement
dated as of March 15, 1987 (as the same has been amended by the First
Supplemental Guaranty Agreement dated as of August 15, 1989 and as may be
further amended and supplemented from time to time, the "Partnership Guaranty
Agreement") providing for the guarantee by the Partnership of the payment by the
Company of the principal of and premium and interest on the Notes.
D. The Company, the Partnership and the Mortgagee have entered into the
Second Supplemental Indenture of Trust and Security Agreement dated as of April
1, 1996 (a true copy of which is attached hereto as Annex I) (the "Second
Supplement") which further amends and supplements the Indenture.
E. The Notes and all principal thereof and interest and premium thereon
and all additional amounts and other sums at any time due and owing from or
required to be paid by the Company under the terms of the Notes and the
Indenture and by the Partnership under the terms of the Partnership Guaranty
Agreement, the Indenture and the Mortgages, are hereinafter sometimes referred
to as the "indebtedness hereby secured".
F. The full name and address of the Partnership, as mortgagor, is:
Maritrans Operating Partners L.P.
Xxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Treasurer, Maritrans General Partner Inc.
G. The full name and address of the Mortgagee is:
Wilmington Trust Company as trustee under an
Indenture of Trust and Security Agreement dated
as of March 15, 0000
Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administrator
NOW THEREFORE, the Partnership, in consideration of the premises and of
the sum of $10.00 received by the Partnership from the Mortgagee and other good
and valuable consideration, receipt of which is hereby acknowledged by the
Partnership, and in order to secure the payment of the indebtedness hereby
secured and the performance and observance of all of the covenants and
conditions in the Notes, the Indenture, the Partnership Guaranty Agreement and
in the Mortgage contained, has granted, bargained, sold, conveyed, warranted,
mortgaged, pledged and hypothecated and by these presents does hereby grant,
bargain, sell, convey, warrant, mortgage, pledge and hypothecate, unto the
Mortgagee, its successors and assigns, all and singular of the whole of each of
the Vessels, together with all
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engines, boilers, machinery, masts, boats, anchors, cables, chains, tackle,
fittings and equipment and all other appurtenances, improvements, additions and
replacements appertaining and belonging to the Vessels, whether now owned or
hereafter acquired, whether on board or not.
TO HAVE AND TO HOLD the Vessels unto the Mortgagee and its successors
and assigns, forever.
PROVIDED, HOWEVER, and these presents are on the condition that, if the
Partnership shall pay or cause to be paid the indebtedness hereby secured, as
and when the same shall become due and payable, by maturity or otherwise, and if
the Partnership shall duly perform all the covenants, agreements and conditions
contained herein, in the Indenture and in the Partnership Guaranty Agreement,
then the Mortgages shall be void and of no effect, and in such case the
Mortgagee, its successors or assigns, on the demand and at the expense of the
Partnership, shall execute and deliver to the Partnership proper instruments to
evidence the revesting in it of all the rights, title and interest granted
hereby and to satisfy and discharge the Mortgages of record; otherwise, the
Mortgages shall remain in full force and effect.
PROVIDED, FURTHER, that until some one or more Events of Default shall
occur, the Partnership shall have the possession, use and operation of the
Vessels.
The Partnership hereby covenants and agrees with the Mortgagee and its
successors and assigns as follows:
SECTION 1. AMENDMENTS TO THE MORTGAGES.
Section 1.1. As used in the Mortgages, the definition of the term
"Indenture" is hereby restated to mean as follows: the Indenture of Trust and
Security Agreement dated as of March 15, 1987 among the Partnership, the Company
and the Trustee (i) as amended and supplemented by the First Supplemental
Indenture of Trust and Security Agreement dated as of August 15, 1989, as
amended and supplemented by Amendment No. 1 thereto dated as of Xxxxx 00, 0000,
(xx) as amended and supplemented by the Second Supplemental Indenture of Trust
and Security Agreement dated as of April 1, 1996, and (iii) as may hereafter be
amended or supplemented.
SECTION 2. MISCELLANEOUS PROVISIONS.
Section 2.1. This Mortgage Supplement is executed as and shall
constitute an instrument supplemental to each of the Mortgages, and shall be
construed in connection with and as part of each of the Mortgages.
Section 2.2. Except as modified and expressly amended by this Mortgage
Supplement, the Mortgages as heretofore amended and supplemented are in all
respects
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ratified and confirmed and all the terms, provisions and conditions thereof
shall be and remain in full force and effect.
Section 2.3. Except as otherwise provided herein, any term used herein
which is defined in the Mortgages as hereby supplemented shall have the meaning
set forth in the Mortgages as hereby supplemented.
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IN WITNESS WHEREOF, the Partnership has caused this Mortgage Supplement
to be executed as of the day and year first above written.
MARITRANS OPERATING PARTNERS L.P.
By Maritrans General Partner Inc.
Its Managing General Partner
By /s/ Xxxx X. Xxxxxxx
-------------------------
Its Vice President
WILMINGTON TRUST COMPANY, as Trustee
By /s/ Xxxxxx X. Xxxxxx, Xx.
-----------------------------
Its Financial Services Officer
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DESCRIPTION OF VESSELS AND RECORDING INFORMATION FOR MORTGAGES
The First Preferred Ship Mortgage for each of the following 52 Vessels was
delivered and accepted at the Marine Inspection Office, United States Coast
Guard, Port of Philadelphia, Pennsylvania, and recorded as indicated and
Supplement No. 1 to First Preferred Ship Mortgage for each such Vessel was also
delivered and accepted at such office and recorded as indicated:
Supplement No. 1 to
First Preferred Ship Mortgage First Preferred Ship Mortgage:
Recordation Data: Recordation Data:
Official ------------------------------------- -------------------------------------
Name Number Date and Time Book and Page Date and Time Book and Page
---- ------ ------------- ------------- ------------- -------------
BARGES:
(1) Ocean 262 272,839 4/21/87, Book 874, 10/5/89, Book 8910,
4:16 p.m. Page 142 4:30 p.m. Page 110
(2) Ocean 250 529,918 4/21/87, Book 874, 10/5/89, Book 8910,
4:19 p.m. Page 143 4:02 p.m. Page 104
(3) Ocean Cities 537,129 4/21/87, Book 874, 10/5/89, Book 8910,
4:27 p.m. Page 146 4:45 p.m. Page 113
(4) Ocean 215 562,452 4/23/87, Book 874, 10/5/89, Book 8910,
3:55 p.m. Page 214 4:17 p.m. Page 108
(5) Ocean 192 614,210 4/21/87, Book 874, 10/5/89, Book 8910,
4:13 p.m. Page 139 3:27 p.m. Page 95
(6) Ocean 193 624,039 4/21/87, Book 874, 10/5/89, Book 8910,
4:21 p.m. Page 144 3:39 p.m. Page 99
(7) Ocean States 565,314 4/21/87, Book 874, 10/5/89, Book 8910,
4:40 p.m. Page 147 4:25 p.m. Page 109
(8) Ocean 155 556,673 4/21/87, Book 874, 10/5/89, Book 8910,
4:26 p.m. Page 145 4:07 p.m. Page 106
(9) Ocean 135 520,687 4/23/87, Book 874, 10/5/89, Book 8910,
3:45 p.m. Page 211 3:55 p.m. Page 103
(10) Interstate 138 611,433 4/21/87, Book 874, 10/5/89, Book 8910,
5:14 p.m. Page 159 3:01 p.m. Page 88
APPENDIX I
(to Mortgage Supplement)
Supplement No. 1 to
First Preferred Ship Mortgage First Preferred Ship Mortgage:
Recordation Data: Recordation Data:
Official ------------------------------------- -------------------------------------
Name Number Date and Time Book and Page Date and Time Book and Page
---- ------ ------------- ------------- ------------- -------------
(11) Ocean 115 515,042 4/22/87, Book 874, 10/5/89, Book 8910,
4:58 p.m. Page 193 3:48 p.m. Page 100
(12) Ocean 90 507,495 4/23/87, Book 874, 10/5/89, Book 8910,
4:37 p.m. Page 227 3:23 p.m. Page 94
(13) Ocean 96 523,233 4/23/87, Book 874, 10/5/89, Book 8910,
4:05 p.m. Page 217 3:33 p.m. Page 97
(14) Interstate 71 563,364 4/21/87, Book 874, 10/5/89, Book 8910,
5:06 p.m. Page 156 2:45 p.m. Page 82
(15) Interstate 70 540,401 4/22/87, Book 874, 10/5/89, Book 8910,
5:20 p.m. Page 202 2:39 p.m. Page 79
(16) Interstate 53 530,062 4/21/87, Book 874, 10/5/89, Book 8910,
5:05 p.m. Page 155 3:00 p.m. Page 87
(17) Interstate 55 544,437 4/22/87, Book 874, 10/5/89, Book 8910,
5:22 p.m. Page 204 3:08 p.m. Page 89
(18) Interstate 36 552,900 4/21/87, Book 874, 10/5/89, Book 8910,
4:52 p.m. Page 153 2:40 p.m. Page 80
(19) Interstate 38 553,120 4/23/87, Book 874, 10/5/89, Book 8910,
4:45 p.m. Page 229 3:09 p.m. Page 90
(20) Interstate 35 552,065 4/22/87, Book 874, 10/5/89, Book 8910,
4:39 p.m. Page 185 2:19 p.m Page 74
(21) Interstate 29 536,837 4/22/87, Book 874, 10/5/89, Book 8910,
5:02 p.m. Page 196 3:10 p.m Page 91
(22) Interstate 30 284,032 4/22/87, Book 874, 10/5/89, Book 8910,
4:54 p.m. Page 192 3:20 p.m. Page 93
(23) CHEM 36 293,343 4/22/87, Book 874, 10/5/89, Book 8910,
4:17 p.m. Page 176 1:45 p.m. Page 67
(24) Ocean 244 532,585 4/21/87, Book 874, 10/5/89, Book 8910,
5:18 p.m. Page 163 3:50 p.m. Page 101
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Supplement No. 1 to
First Preferred Ship Mortgage First Preferred Ship Mortgage:
Recordation Data: Recordation Data:
Official ------------------------------------- ----------------------------------
Name Number Date and Time Book and Page Date and Time Book and Page
---- ------ ------------- ------------- ------------- -------------
(25) Ocean 211 646,669 4/22/87, Book 874, 10/5/89, Book 8910,
4:27 p.m. Page 181 4:05 p.m. Page 105
(26) Ocean 210 636,104 4/22/87, Book 874, 10/5/89, Book 8910,
4:49 p.m. Page 190 3:54 p.m. Page 102
(27) Ocean 81 643,281 4/23/87, Book 874, 10/5/89, Book 8910,
4:35 p.m. Page 226 4:33 p.m. Page 111
(28) Chem Ten 520,776 4/22/87, Book 874, 10/5/89, Book 8910,
4:22 p.m. Page 178 1:58 p.m. Page 70
TUGBOATS:
(1) Clipper 520,685 4/22/87, Book 874, 10/5/89, Book 8910,
4:24 p.m. Page 179 12:40 p.m. Page 54
(2) Freedom 615,200 4/21/87, Book 874, 10/5/89, Book 8910,
4:55 p.m. Page 154 12:45 p.m. Page 55
(3) Honour 565,902 4/22/87, Book 874, 10/5/89, Book 8910,
5:06 p.m. Page 197 1:04 p.m. Page 57
(4)Independence 620,723 4/22/87, Book 874, 10/5/89, Book 8910,
3:10 p.m. Page 198 1:20 p.m. Page 60
(5) Navigator 537,824 4/21/87, Book 874, 10/5/89, Book 8910,
5:08 p.m. Page 157 12:19 p.m. Page 52
(6) Seafarer 532,672 4/23/87, Book 874, 10/5/89, Book 8910,
4:16 p.m. Page 221 1:40 p.m. Page 64
(7) Valour 569,341 4/23/87, Book 874, 10/5/89, Book 8910,
4:24 p.m. Page 223 1:30 p.m. Page 62
(8) Ambassador 578,207 4/23/87, Book 874, 10/5/89, Book 8910,
3:41 p.m. Page 210 10:48 a.m. Page 35
(9) Corsair 536,836 4/22/87, Book 874, 10/5/89, Book 8910,
4:37 p.m. Page 183 10:53 a.m. Page 36
(10) Diplomat 590,232 4/23/87 Book 874, 10/5/89, Book 8910,
4:00 p.m. Page 216 10:59 a.m. Page 38
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Supplement No. 1 to
First Preferred Ship Mortgage First Preferred Ship Mortgage:
Recordation Data: Recordation Data:
Official ------------------------------------- -------------------------------------
Name Number Date and Time Book and Page Date and Time Book and Page
---- ------ ------------- ------------- ------------- -------------
(11) Challenger 513,794 4/22/87, Book 874, 10/5/89, Book 8910,
4:15 p.m. Page 174 11:03 a.m. Page 40
(12) Crusader 511,237 4/23/87, Book 874, 10/5/89, Book 8910,
3:51 p.m. Page 213 12:05 p.m. Page 50
(13) Venturer 550,670 4/23/87, Book 874, 10/5/89, Book 8910,
4:40 p.m. Page 228 1:42 p.m. Page 65
(14) Voyager II 556,625 4/23/87, Book 874, 10/5/89, Book 8910,
4:15 p.m. Page 220 1:55 p.m. Page 68
(15) Endeavor 529,705 4/22/87, Book 874, 10/5/89, Book 8910,
4:48 p.m. Page 189 11:57 a.m. Page 49
(16) Traveller 515,013 4/22/87, Book 874, 10/5/89, Book 8910,
5:12 p.m. Page 200 1:18 p.m. Page 59
(17) Roanoke 506,289 4/22/87, Book 874, 10/5/89, Book 8910,
5:21 p.m. Page 203 1:57 p.m. Page 69
(18) Delaware 609,686 4/23/87, Book 874, 10/5/89, Book 8910,
3:57 p.m. Page 215 11:15 a.m. Page 41
(19) Ranger 508,340 4/23/87, Book 874, 10/5/89, Book 8910,
4:23 p.m. Page 222 2:12 p.m. Page 73
(20) Liberty 534,963 4/21/87, Book 874, 10/5/89, Book 8910,
5:15 p.m. Page 160 11:27 a.m. Page 45
(21) Columbia 641,135 4/22/87, Book 874, 10/5/89, Book 8910,
4:33 p.m. Page 182 12:50 p.m. Page 56
(22) Patriot 636,105 4/23/87, Book 874, 10/5/89, Book 8910,
4:12 p.m. Page 219 2:26 p.m. Page 77
(23) Schuylkill 633,396 4/22/87, Book 874, 10/5/89, Book 8910,
5:26 p.m. Page 206 1:25 p.m. Page 61
(24) Cougar 569,665 4/22/87, Book 874, 10/5/89, Book 8910,
4:38 p.m. Page 184 11:25 a.m. Page 44
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