THIS FIRST PREFERRED MORTGAGE is made and given this 30th day of
September, 1997 by Xxxxxxx Ltd., a company organized and existing under the
laws of the Cayman Islands, having its registered office in Grand Cayman,
Cayman Islands, British West Indies, and qualified as a foreign maritime
entity under the laws of the Republic of Liberia (the "Owner"), as mortgagor,
in favor of CHRISTIANIA BANK OG KREDITKASSE ASA, a banking corporation
organized and existing under the laws of the Kingdom of Norway, acting
through its main office in Oslo, Norway, in its capacity as security trustee,
(the "Mortgagee"), as mortgagee.
W H E R E A S : -
A. The Owner is the sole owner of the whole of the vessel XXXXXXX
(ex NAUSICAA) (the "Vessel"), Official No. 10845, of 78,596 gross registered
tons and 43,083 net registered tons, built in Sakaide, Japan in 1989 and
registered and documented in the name of the Owner under the laws and flag of
the Republic of Liberia at the Port of Monrovia.
B. Pursuant to a loan facility agreement dated September 30, 1997
(the "Senior Facility Agreement"), made by and among, INTER ALIOS, the Owner,
as borrower, and the Banks (as defined therein), (the "Senior Lenders"), as
senior lenders, and Christiania Bank og Kreditkasse ASA, as agent and
security trustee for the Senior Lenders (in its capacity as agent, the
"Agent" and in its capacity as security trustee ("Security Trustee"), a copy
of which is attached hereto as Exhibit A, the Senior Lenders, in accordance
with the terms of the Senior Facility Agreement, made available to the Owner
a loan facility in the principal amount of U.S. $24,400.00 (the "Senior
Loan"), the Senior Loan to be repaid by the Owner in twenty consecutive
quarterly installments, commencing December 30, 1997, with a final
installment due on September 30, 2002, each of the first through the fourth
of such quarterly installments to be in the principal amount of U.S.
$700,000, each of the fifth through the eighth of such quarterly installments
to be in the principal amount of U.S. $800,000, each of the ninth through the
nineteenth of such quarterly installments to be in the principal amount of
U.S. $900,000 and a final such quarterly installment to be in the principal
amount of U.S. $8,500,000.
C. Pursuant to the terms of the Senior Facility Agreement the
Senior Loan shall bear interest at the rate
per annum equal to the aggregate of (i) LIBOR (as defined in the Senior
Facility Agreement) and (ii) one and one-eighth percent (1 1/8%) (the "Senior
Interest") payable as provided therein; default interest thereon shall be
payable by the Owner at the rate per annum of one percent (1%) above the
Senior Interest Rate (the "Senior Default Rate").
D. Pursuant to an ISDA master agreement dated September 26, 1997
(the "CBK ISDA Master Agreement"), the form of which is attached hereto as
Exhibit B, between the Owner and Christiania Bank og Kreditkasse ASA (in such
capacity, the "CBK Swap Counterparty"), as swap counterparty, the CBK Swap
Counterparty agreed to make available to the Owner an interest rate swap
facility.
E. The CBK ISDA Master Agreement provides that one of the
conditions upon which the CBK Swap Counterparty will make the swap facility
available to the Owner is that the Owner shall mortgage the Vessel to the
Mortgagee to secure the repayment of the Owner's obligations under the
CBK ISDA Master Agreement and the payment of interest thereon and of all
other sums of money from time to time owing to the CBK Swap Counterparty
under the CBK ISDA Master Agreement up to the amount of U.S. $575,000.
F. In accordance with a confirmation letter dated September 30,
1997 (the "CBK Senior Confirmation Letter"), a copy of which is attached
hereto as Exhibit C, made by and between the Owner and the CBK Swap
Counterparty, the CBK Swap Counterparty agreed to make available to the Owner
an interest rate swap in respect of its interest in the Senior Loan under
which the CBK Swap Counterparty has a maximum potential exposure of U.S.
$425,000 (the "CBK Senior Contingent Sum") upon the terms and conditions
contained therein.
G. Pursuant to an ISDA master agreement dated September 30, 1997
(the "XX Xxxxxx ISDA Master Agreement"), the form of which is attached hereto
as Exhibit D, between the Owner and Skandinaviska Enskitda Xxxxxx XX (publ)
(the "XX Xxxxxx Swap Counterparty"), a swap counterparty, the XX Xxxxxx Swap
Counterparty agreed to make available to the Owner an interest rate swap
facility.
H. The XX Xxxxxx ISDA Master Agreement provides that one of the
conditions upon which the XX Xxxxxx Swap Counterparty will make the swap
facility available to the Owner is that the Owner shall mortgage the Vessel
to the
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Mortgagee to secure the repayment of the Owner's obligations under the XX
Xxxxxx ISDA Master Agreement and the payment of interest thereon and of all
other sums of money from time to time owing to the XX Xxxxxx Swap
Counterparty under the XX Xxxxxx ISDA Master Agreement up to the amount of
U.S. $425,000.
I. In accordance with a confirmation letter dated September 30,
1997 (the "XX Xxxxxx Senior Confirmation Letter"), a copy of which is
attached hereto as Exhibit E, made by and between the Owner and the XX Xxxxxx
Swap Counterparty, the XX Xxxxxx Swap Counterparty agreed to make available
to the Owner an interest rate swap in respect of its interest in the Senior
Loan under which the XX Xxxxxx Swap Counterparty has a maximum potential
exposure of U.S. $425,000 (the "XX Xxxxxx Senior Contingent Sum" and,
together with the CBK Senior Contingent Sum, the "Senior Contingent Sums")
upon the terms and conditions contained therein.
J. Pursuant to a loan facility agreement dated September 30, 1997
(the "Junior Facility Agreement" and, together with the Senior Facility
Agreement, the "Facility Agreements"), made by and among, INTER ALIOS, the
Owner, as borrower, and Christiania Bank og Kreditkasse ASA (in such
capacity, the "Junior Lender" and together with any subsequent transferees,
the "Junior Lenders"; the Junior Lender, the Senior Lenders, the CBK Swap
Counterparty and the XX Xxxxxx Swap Counterparty are hereinafter referred to
as the "Creditors")), as initial junior lender, a copy of which is attached
hereto as Exhibit B, the Junior Lender, in accordance with the terms of the
Junior Facility Agreement made available to the Owner a loan facility in the
principal amount of U.S. $3,000,000 (the "Junior Loan"), the Junior Loan to
be repaid by the Owner on September 30, 2002 in one installment to be in the
amount necessary to repay the Junior Loan in full.
K. Pursuant to the terms of the Junior Facility Agreement, the
Junior Loan shall bear interest at the rate per annum equal to the aggregate
of (i) LIBOR (as defined in the Junior Facility Agreement) and (ii) three
percent (3%) (the "Junior Interest Rate"); default interest thereon shall be
payable by the Owner at the rate per annum of one percent (1%) above the
Junior Interest Rate (the "Junior Default Rate" and, together with the Senior
Default Rate, the "Default Rates").
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L. In accordance with a confirmation letter dated September 30,
1997 (the "Junior Confirmation Letter", and together with the Junior ISDA
Master Agreement, the Senior ISDA Master Agreement, the CBK Senior
Confirmation Letter and the XX Xxxxxx Senior Confirmation Letter, the "Swap
Agreements"), a copy of which is attached hereto as Exhibit G, made by and
between the Owner and the CBK Swap Counterparty, the CBK Swap Counterparty
agreed to make available to the Owner an interest rate swap in respect of the
Junior Loan under which the CBK Swap Counterparty has a maximum potential
exposure of Xxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars (U.S. $150,000)
(the "Junior Contingent Sum") upon the terms and conditions contained therein.
M. Pursuant to a trust deed dated September 30, 1997 (the "Trust
Deed") made by and among, INTER ALIOS, the Owner, as borrower, the Creditors,
the Agent and the Security Trustee, the Security Trustee agreed, INTER ALIA,
to receive hold, administer and enforce this Mortgage on behalf of the
Creditors.
N. The Owner, in order to secure the repayment of the Outstanding
Indebtedness (as that term is defined in sub-clause 1.1 hereof) and to secure
the performance and observance of and compliance with all the covenants,
terms and conditions in the Facility Agreements, the Swap Agreements and this
Mortgage contained, expressed or implied to be performed, observed and
complied with by and on the part of the Owner, has duly authorized the
execution and delivery of this First Preferred Mortgage under and pursuant to
Chapter 3 of Title 22 of the Liberian Code of Laws of 1956, as amended.
NOW, THEREFORE, THIS MORTGAGE WITNESSETH.
1. DEFINITIONS
In this Mortgage, unless the context otherwise requires:
1.1 "Outstanding Indebtedness" means the Senior Loan, the Junior Loan,
the Senior Contingent Sums, the Junior Contingent Sum, interest
thereon and all other sums of money owing to the Creditors by the
Owner from time to time under or in connection with the Facility
Agreements, the Swap Agreements and this Mortgage;
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1.2 "the Vessel" means the whole of the vessel described in Recital
(A) hereof and includes all her engines, machinery, boats,
boilers, masts, rigging, anchors, chains, cables, apparel, tackle,
outfit, spare gear, fuel, consumable or other stores, belongings,
freights and appurtenances whether on board or ashore, whether now
owned or hereafter acquired, and all additions, improvements and
replacements hereafter made in or to the said Vessel, or any part
thereof, except the Vessel, do not become the property of the
Owner and except that it is not intended that this Mortgage shall
include property other than the Vessel and it shall not include
property other than the Vessel as that term is used in subdivision
2 of Section 106 of Chapter 3 of Title 22 of the Liberian Code of
Laws of 1956, as amended; and
2. SECURITY
In consideration of the premises and of other good and valuable
consideration, the receipt and adequacy whereof are hereby acknowledged,
and in order to secure the payment of the Outstanding Indebtedness in the
specific manner set forth in this Mortgage, the Swap Agreements and the
Facility Agreements, the Owner has granted, conveyed and mortgaged and
does by these presents grant, convey and mortgage to and in favor of the
Mortgagee, its successors and assigns, the whole of the Vessel TO HAVE
AND TO HOLD the same unto the Mortgagee, its successors and assigns,
forever, upon the terms set forth in this Mortgage for the enforcement of
the payment of the Outstanding Indebtedness and to secure the performance
and observance of and compliance with the covenants, terms and conditions
in this Mortgage, the Swap Agreements and the Facility Agreements
contained, PROVIDED, HOWEVER, and the terms of this Mortgage are such
that, this Mortgage shall be discharged, canceled and have no further
effect when there shall be no further amounts payable to the Creditors in
respect of the Outstanding Indebtedness and the Owner shall have complied
with all of the covenants, terms and conditions in this Mortgage, the
Swap Agreements and the Facility Agreements contained.
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3. DECLARATION OF INDEBTEDNESS
The Owner hereby covenants and agrees to pay the Outstanding Indebtedness
to the Mortgagee and/or the Creditors or their successors and assigns.
4. CONTINUING SECURITY
It is declared and agreed that the security created by this Mortgage
shall be held by the Mortgagee as a continuing security for the payment of
the Outstanding Indebtedness and that the security so created shall not
be satisfied by any intermediate payment or satisfaction of any part of
the amount hereby secured.
5. INSURANCE AND MAINTENANCE OF THE VESSEL
The Owner covenants and agrees, unless the Mortgagee has given its prior
written consent to the contrary:
(i) to insure and keep the Vessel insured or procure that the Vessel
is kept insured at no expense to the Mortgagee or the Creditors at
all times and for as long as the Vessel is subject to this
Mortgage, against such risks, including, but not limited to, Hull
and Machinery, Hull Interest, Loss of Hire, Freight Interest,
Protection & Indemnity (including satisfactory (in the sole
opinion of the Mortgagee) cover for pollution liability) and War
Risk insurances, in such amounts, on such terms and with such
insurers as the Mortgagee may reasonably require, and to register
and maintain the registration of the Mortgagee's interest in all
insurance policies with such insurers;
(ii) to ensure that the insurance value of the Vessel covers the actual
risks to which the Vessel is from time to time exposed, but not
less than (i) with respect to Hull & Machinery insurance at least
eighty percent (80%) of the Fair Market Value of the Vessel and
(ii) except with respect to P&I and Loss of Hire insurance, the
higher of the Fair Market Value and one hundred twenty percent
(120%) of the then outstanding amount of the Outstanding
Indebtedness upon such terms and with such deductibles as shall
from time to time be approved by the Mortgagee;
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(iii) to deliver an annual certificate to the Mortgagee from the
insurance broker(s) through whom the insurances relevant to the
Vessel have been placed evidencing that the insurances referred to
in sub-clause (i) above have been taken out in respect of the
Vessel and that such insurances are in full force and effect;
(iv) at the request of the Mortgagee, to obtain (at the Owner's
expense) Mortgagee Interest Insurance and, if so requested by the
Mortgagee, Extended Mortgagee Interest - Additional Perils
(Pollution Cover) Insurance relevant to the Vessel in the form and
substance satisfactory to the Mortgagee;
(v) to reimburse the Mortgagee, from time to time, for all costs and
expenses incurred by the Mortgagee in its procurement of a
Mortgagee's Interest Policy in respect of its interest in the
Vessel (including Additional Perils (Pollution) coverage);
(vi) to keep and to cause to be kept the Vessel in a good and efficient
state of repair so that the Vessel is classed and maintained in
the highest class with American Bureau of Shipping or another
classification society acceptable to the Mortgagee, and to comply
with the provisions of all laws, regulations and requirements
(statutory or otherwise) from time to time applicable to
vessels registered under the flag of the Republic of Liberia,
and at all times to maintain the approval of the Vessel
by all oil company majors, and to procure that all repairs to or
replacements of any damaged, worn or lost parts or equipment be
effected in such manner (both as regards workmanship and quality
of materials) as not to diminish the value of the Vessel and to
permit the Mortgagee, at the cost of the Mortgagee, by surveyors
or other persons appointed by it in its behalf to board the Vessel
at all reasonable times for the purpose of inspecting her
condition or for the purpose of satisfying itself in regard to
proposed or executed repairs and to afford all proper facilities
for such inspections, provided that such inspections will cause no
undue delay to the Vessel;
7
(vii) not to employ the Vessel or suffer her employment in any trade or
business which is forbidden by the laws of the Republic of Liberia
or is otherwise illicit or in carrying illicit or prohibited goods
or in any manner whatsoever which may render her liable to
condemnation in a Prize Court or to destruction, seizure or
confiscation of the Vessel and, in the event of hostilities in any
part of the world (whether war be declared or not), not to employ
the Vessel or suffer her employment in carrying any contraband
goods or to enter or trade to any zone which is declared a war
zone by any government or by the Vessel's War Risks insurers,
unless necessary extra War Risks insurance cover has been obtained
for the Vessel;
(viii) not to change the registration of the Vessel from the laws and
flag of the Republic of Liberia without the prior written consent
of the Mortgagee;
(ix) to maintain its qualification in good standing as a foreign
maritime entity in the Republic of Liberia;
(x) not to sell, agree to sell, abandon or otherwise dispose of the
Vessel or any interest therein or to suffer the disposition of any
thereof;
(xi) to pay to the Mortgagee and/or the Creditors on demand, all moneys
(including reasonable fees of counsel) whatsoever which the
Mortgagee and/or the Creditors shall or may expend, be put to or
become liable for, in or about the protection, maintenance or
enforcement of the security created by this Mortgage or in or
about the exercise by the Mortgagee and/or the Creditors of any of
the powers vested in it hereunder or under the Facility Agreements
and the Swap Agreements and to pay interest thereon at the Default
Rates from the date such demand for payment is made;
(xii) To immediately notify the Mortgagee of:
(a) any accident to the Vessel involving repairs the cost whereof
will or is likely to exceed
8
the sum of U.S. $500,000 (or the equivalent in any other
currency);
(b) any occurrence in consequence whereof the Vessel has become
or is likely to become a total loss;
(c) any arrest of the Vessel or the exercise or purported
exercise of any lien on the Vessel or the earnings of the
Vessel;
(d) any requisition for title or other compulsory acquisition of
the Vessel otherwise than by requisition for hire; and
(e) any capture, seizure, arrest, detention or confiscation of
the Vessel by any government or by persons acting or
purporting to act on behalf of any governments;
(f) any material interruption in the operation of the Vessel,
including, but not limited to an Off-Hire period of five days
or more, and the financial implications of such interruption;
(xiii) not bring the Vessel in any yard for repairs (other than for the
purpose of ordinary drydockings at regular intervals), the costs
of which might exceed U.S. $500,000 (or the equivalent thereof in
any other currency), in addition to normal drydocking expenses, or
permit any major change or structural alteration to be made to the
Vessel.
(xiv) not to create, incur or permit to be placed or imposed or
continued upon the Vessel any lien whatsoever other than for
Master's and crew's wages, salvage compensation and disbursements
arising by operation of law and the lien of this Mortgage;
(xv) to comply with all declaration and reporting requirements imposed
by the Protection and Indemnity Club or insurers including,
without limitation, the quarterly declarations required by the
U.S. Oil Pollution Clause 20/2/91, and to insure payment of all
premiums required to
9
maintain in force the maximum U.S. Oil Pollution Cover;
(xvi) not in any material way change, amend, negotiate, cancel or
terminate the Charter or the Management Agreement without the
prior written consent of the Mortgagee;
(xvii) to permit a valuation of the Vessel pursuant to the terms of
Clause 14.1 of each of the Facility Agreements; and
(xviii) to place or to cause to be placed and at all times and places to
retain or to cause to be retained a properly certified copy of
this Mortgage on board the Vessel with her papers and cause this
Mortgage to be exhibited to any and all persons having business
with the Vessel which might give rise to any lien thereon; other
than liens permitted under the preceding Clause 5(xiv) hereof, and
to any representative of the Mortgagee on demand; and to place and
keep or to cause to be placed and kept prominently displayed in
the chart room and in the Master's cabin of the Vessel a framed
printed notice in plain type in English of such size that the
paragraph of reading matter shall cover a space not less than six
(6) inches wide by nine (9) inches high, reading as follows:
"NOTICE OF MORTGAGE
This Vessel is covered by a First Preferred Mortgage to
Christiania Bank og Kreditkasse ASA, as security trustee, under
the authority of Title 22 of the Liberian Code of Laws of 1956, as
amended. Under the terms of the said First Preferred Mortgage,
neither the Owner nor any charterer not the Master nor any officer
or agent of this Vessel nor any other person has any right, power
or authority to create, incur or permit to be imposed upon this
Vessel any lien whatsoever other than for crew's wages or salvage."
6. AUTHORITY OF THE MORTGAGEE
Without prejudice to any other rights of the Mortgagee hereunder:
10
(i) in the event that the provisions of Clause 5(i) hereof or any of
them shall not be complied with, the Mortgagee shall be at liberty
to effect and thereafter to replace, maintain and renew all such
insurances relating to the Vessel as in its sole discretion it may
think fit;
(ii) in the event that the provisions of Clause 5(vi) hereof shall not
be complied with, the Mortgagee shall be at liberty to arrange for
the carrying out of such repairs and/or surveys as it deems
expedient or necessary; and
(iii) any and all expenses incurred by the Mortgagee (including
reasonable fees of counsel) in respect of its performance under
the foregoing sub-clauses (i) and (ii) shall be paid by the Owner
on demand, with interest thereon at the Senior Default Rate from
the date when such expenses were paid by the Mortgagee.
7. EVENTS OF DEFAULT
(A) Each of the following events shall constitute an Event of Default:
(i) an Event of Default (as defined in the Senior Facility Agreement)
stipulated in Clause 16 of the Senior Facility Agreement shall
occur and be continuing;
(ii) an Event of Default (as defined in the Junior Facility Agreement)
stipulated in Clause 16 of the Junior Facility Agreement shall
occur and be continuing;
(iii) failure to pay when due the Outstanding Indebtedness or any
portion thereof; and
(iv) a default by the Owner in the due and punctual observance of any
of the covenants in this Mortgage and such default if capable of
remedy is not remedied within ten (10) business days after notice
from the Mortgagee to the Owner requesting action to remedy such
default. The remedy period of ten (10) business days shall not
apply to the Owner's obligations according to Clause 5(i), (ii),
(iv) and (xv) hereof.
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(B) If any Event of Default shall happen, the Mortgagee, shall be
entitled:
(i) to demand payment by written notice to the Owner of the
Outstanding Indebtedness, whereupon such payment by the Owner to
the Mortgagee and/or the Creditors shall be immediately due and
payable, anything contained in the Facility Agreements, the Swap
Agreements or this Mortgage to the contrary notwithstanding and
without prejudice to any other rights and remedies of the
Mortgagee or the Creditors under the Facility Agreements, the Swap
Agreements or this Mortgage;
(ii) to exercise all the rights and remedies in foreclosure and
otherwise given to mortgagees by any applicable law, including
those under the provisions of Chapter 3 of Title 22 of the
Liberian Code of Laws of 1956, as amended;
(iii) to take possession of the Vessel, wherever the same may be,
without prior demand and without legal process (when permissible
under applicable law);
(iv) to require that all policies, contracts, and other records in
respect to the insurances relating to the Vessel (including
details of and correspondence concerning outstanding claims) be
forthwith delivered to such adjusters, brokers or other insurers
as the Mortgagee may nominate;
(v) to collect, recover, compromise and give a good discharge for all
claims then outstanding or thereafter arising under the insurances
relating to the Vessel or any of them and to take over or
institute (if necessary using the name of the Owner) all such
proceedings in connection therewith as the Mortgagee in its
absolute discretion thinks fit and to permit the brokers through
whom collection or recovery is effected to charge the usual
brokerage therefor;
(vi) to discharge, compound, release or compromise claims against the
Owner in respect of the Vessel which have given or may give rise
to any charge or
12
lien on the Vessel or which are or may be enforceable by
proceedings against the Vessel;
(vii) to take appropriate judicial proceedings for the foreclosure of
this Mortgage and/or for the enforcement of the Mortgagee's and
Creditors' rights under the Facility Agreements, the Swap
Agreements, this Mortgage or otherwise; and to recover judgment
for any amount due by the Owner under this Mortgage; and
(viii) to sell the Vessel or any interest therein with or without the
benefit of any charterparty by public auction at home or abroad,
or by private sale upon at least ten (10) business days prior
written notice to the Owner and upon such terms as the Mortgagee
in its absolute discretion may determine, with power to postpone
any such sale and in the absence of negligence or willful neglect
without being answerable for any loss occasioned by such sale or
resulting from postponement thereof.
8. APPLICATION OF PROCEEDS
The proceeds of any sale made either under the power of sale hereby
granted to the Mortgagee or under a judgment or decree in any judicial
proceedings for the foreclosure of this Mortgage or for the enforcement
of any remedy granted to the Mortgage or for the enforcement of any
remedy granted to the Mortgagee hereunder, or any net earnings arising
from the management, charter or other use of the Vessel by the Mortgagee
under any of the powers herein contained or by law provided, or the
proceeds of any and all insurances relating to the Vessel and any claims
for damages on account of the Vessel or the Owner of any nature
whatsoever or any requisition compensation, shall be applied as follows:
FIRST: To the payment of all costs and expenses (together with interest
thereon at the Senior Default Rate) of the Mortgagee and the Creditors
including the reasonable compensation of their agents and attorneys, by
reason of any sale, retaking, management or operation of the Vessel and
all other sums payable to the Mortgagee and the Creditors hereunder by
reason of any expenses or liabilities incurred or advances made by them
for the protection, maintenance and enforcement of the security or of any
of their rights hereunder or
13
in the pursuit of any remedy hereby conferred; and at the option of the
Mortgagee and/or the Creditors to the payment of all taxes, assessments
or liens claiming priority over the lien of this Mortgage;
SECOND: To the payment in full of the Outstanding Indebtedness if then
due and payable; and
THIRD: Any surplus thereafter remaining, to the Owner or the Owner's
successors in interest and assigns or to whomsoever may be entitled
thereto.
In the event that the proceeds are insufficient to pay the amounts
specified in paragraphs "First" and "Second" above, the Mortgagee and/or
the Creditors shall be entitled to collect the balance from the Owner or
any other person liable therefor.
9. DELEGATION
The Mortgagee and the Creditors shall be entitled at any time and as
often as may be expedient to delegate all or any of the powers and
discretions vested in them by this Mortgage (including the power vested
in the Mortgagee by virtue of Clause 10 hereof) in such manner and upon
such terms and to such persons as the Mortgagee and the Creditors in
their absolute discretion may think fit.
10. POWER OF ATTORNEY
The Owner hereby irrevocably appoints the Mortgagee as its
attorney-in-fact to do in its name or in the name of the Owner all acts
which the Owner, or its successors or assigns, could do in relation to
the Vessel, including without limitation, to execute and deliver charters
and a xxxx of sale with respect to the Vessel.
PROVIDED, HOWEVER, that such power shall not be exercisable by or on
behalf of the Mortgagee unless and until any Event of Default stipulated
in Clause 7(A) hereof shall occur.
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11. RECORDATION
For the purpose of recoding this First Preferred Mortgage as required by
Chapter 3 of Title 22 of the Liberian Code of Laws of 1956, as amended,
the total amount is U.S. $28,400,000, of which U.S. $24,400,000
represents the Senior Loan, of which U.S. $3,000,000 represents the
Junior Loan, of which U.S. $850,000 represents the Senior Contingent
Sums, of which U.S. $150,000 represents the Junior Contingent Sum, and
interest and performance of mortgage covenants. The date of maturity with
respect to the Senior Loan is September 30, 2002 the date of maturity
with respect to the Junior Loan is September 30, 2002 and the date of
maturity with respect to each of the Senior Contingent Sums and the
Junior Contingent Sum is on demand. The discharge amount is the same as
the total amount. For property other than the Vessel if any should be
determined to be covered by this Mortgage, the discharge amount is 0.01%
of the total amount.
12. NOTICES
Notices and other communications required or permitted by this Mortgage
shall, until further notice in writing of a change therein, be in writing
delivered personally or mailed (airmailed, if international) by
registered or certified mail, with proof of delivery requested, telexed
or telefaxed as follows:
If to the Owner: Xxxxxxx Ltd.
c/o General Maritime III Corporation
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Attn: Xxxxx X. Xxxxxxxxxxxxx, Director
Telefax No.: x(000) 000-0000
If to the Mortgagee: Christiania Bank of Kreditkasse ASA
X.X. Xxx 0000 Xxxxxxx
0000 Xxxx 0,
Xxxxxx
Attn: Shipping/Offshore/Aviation
Telefax No.: x000-00-00-00-00-00
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Every notice or demand shall, except so far as otherwise expressly
provided by this Mortgage, be deemed to have been received, in the case
of letter, on the date of delivery to the recipient thereof, and in the
case of a telefax transmission, on the date and at the time of dispatch
thereof (provided that if the date of dispatch is not a business day in
the locality of the party to whom such notice or demand is sent it shall
be deemed to have been received on the next following business day in
such locality).
IN WITNESS WHEREOF, the Owner has executed this Mortgage by its
duly authorized representative on the day and year first above written.
Signed, sealed and delivered as a Deed by
Xxxxxxx Ltd.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
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