Exhibit 10.25
THIS FIRST PREFERRED MORTGAGE is made and given this day of May,
1998 by Genmar Minotaur Limited, 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 GENMAR
MINOTAUR (the "Vessel"), Official No. 10948, of 53,829 gross registered tons and
27,269 net registered tons 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 floating rate bridge loan facility agreement dated
May , 1998 (the "Loan Facility Agreement"), made by and among, INTER ALIOS, the
Owner, Genmar Xxxxxxxxxxx Limited, Genmar Agamemnon Limited and Genmar Ajax
Limited, each a company organized and existing under the laws of the Cayman
Islands (collectively, the "Borrowers"), as borrowers, the Banks (as defined
therein) (the "Lenders"), as lenders, and Christiania Bank og Kreditkasse ASA,
as agent and security trustee for the Lenders (in its capacity as agent, the
"Agent" and in its capacity as security trustee, the "Security Trustee"), a copy
of which, without schedules other than Schedule 1 (list of banks and
participations), is attached hereto as Exhibit A, the Lenders, in accordance
with the terms of the Loan Facility Agreement, made available to the Borrowers a
loan in the principal amount of U.S. $29,925,000 and agreed to make available to
the Borrowers additional loans in an aggregrate principal amount not to exceed
U.S. $90,075,000 (collectively, the "Loans"), the Loans to be repaid by the
Borrowers on or before November , 1998.
C. Pursuant to the terms of the Loan Facility Agreement the Loan
shall bear interest at the rate per annum equal to the aggregate of (i) LIBOR
(as defined in the Loan Facility Agreement) and (ii) one and three-eighths
percent (1 3/8%) (the "Interest Rate"), payable as provided therein; default
interest thereon shall be payable by the Borrowers at the rate per annum of
three percent (3%) above the Interest Rate (the Default Rate").
D. 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 Loan Facility Agreement 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 Loan, interest thereon and
all other sums of money owing to the Lenders by the Borrowers from
time to time under or in connection with the Loan Facility
Agreements and this Mortgage;
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 such equipment or stores which, when placed
aboard 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 and in the Loan Facility
Agreement, 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 and the Loan Facility Agreement
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 Lenders in
respect of the Outstanding Indebtedness and the Borrowers shall have
complied with all of the covenants, terms and conditions in this
Mortgage and the Loan Facility Agreement contained.
3. DECLARATION OF INDEBTEDNESS
The Owner hereby covenants and agrees to pay the Outstanding
Indebtedness to the Mortgagee and/or the Lenders or their successors and
assigns.
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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
Lenders 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, except with respect to P&I and Loss of Hire insurance,
such insurance shall at all times be in an amount at least
equal to the higher of the Market Value (as such term is
defined in the Loan Facility Agreement) of the Vessel 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;
(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
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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;
(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 Lenders on demand, all
moneys (including reasonable fees of counsel) whatsoever which the
Mortgagee and/or the Lenders shall or may expend, be put to or
become liable for, in or about the protection, maintenance or
enforcement of the security created by
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this Mortgage or in or about the exercise by the Mortgagee and/or
the Lenders of any of the powers vested in it hereunder and under
the Loan Facility Agreement and to pay interest thereon at the
applicable Default Rate 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 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;
(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 government; and
(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 maintain in force the maximum U.S. Oil
Pollution Cover;
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(xvi) not in any material way change, amend, negotiate, cancel or
terminate the existing Charterparty (as such term is defined in
the Loan Facility Agreement) without the prior written consent of
the Mortgagee;
(xvii) to permit a valuation of the Vessel pursuant to the terms of the
Loan Facility Agreement; 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 nor 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:
(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 Default Rate from the date when such
expenses were paid by the Mortgagee.
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7. EVENTS OF DEFAULT
(A) Each of the following events shall constitute an Event of Default:
(i) an Event of Default (as such term is defined in the Loan Facility
Agreement) stipulated in Clause 10 of the Loan Facility Agreement shall
occur and be continuing;
(ii) failure to pay when due the Outstanding Indebtedness or any
portion thereof; and
(iii) 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 Clauses 5(i), (ii),
(iv) and (xv) hereof.
(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 Lenders shall be immediately due and payable, anything
contained in the Loan Facility Agreement or this Mortgage to the
contrary notwithstanding and without prejudice to any other rights and
remedies of the Mortgagee or the Lenders under the Loan Facility
Agreement 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 of 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;
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(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 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 Lenders'
rights under the Loan Facility Agreement, 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 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 Default Rate) of the Mortgagee and the Lenders, 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 Lenders 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 in the pursuit of any remedy hereby conferred;
and at the option of the Mortgagee and/or the Lenders 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.
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In the event that the proceeds are insufficient to pay the amounts
specified in paragraphs "First" and "Second" above, the Mortgagee and/or
the Lenders shall be entitled to collect the balance from the Owner or
any other person liable therefor.
9. DELEGATION
The Mortgagee and the Lenders 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 Lenders 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.
11. RECORDATION
For the purpose of recording 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. $120,000,000 and interest and
performance of mortgage covenants, the date of maturity with respect to
the Loans is November , 1998 and 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:
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If to the Owner: Genmar Minotaur Limited
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
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
Genmar Minotaur Limited
By:
Name: Xxxxx X. Xxxxxxxxxxxxx
Title: Director
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ACKNOWLEDGMENT OF MORTGAGE
STATE OF NEW YORK )
: ss.
COUNTY OF NEW YORK)
On this day of May, 1998 before me personally appeared Xxxxx X.
Xxxxxxxxxxxxx, to me known who being by me duly sworn did depose and say that he
resides at 00 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, that he is a directoe of
Genmar Minotaur Limited, the company described in and which executed the
foregoing instrument; and that he signed his name thereto pursuant to authority
granted to him by the Board of Directors of said company.
Notary Public
m/t GENMAR MINOTAUR
AMENDMENT NO.1 TO FIRST PREFERRED MORTGAGE
AMENDMENT NO. 1 made the ____ day of February, 1999 by GENMAR
MINOTAUR LIMITED, a Cayman Islands company duly registered as a Liberian foreign
maritime entity (hereinafter called the "OWNER"), in favor of CHRISTIANIA BANK
OG KREDITKASSE ASA, a Norwegian corporation, not in its individual capacity, but
solely as Security Trustee (hereinafter called the "MORTGAGEE").
WHEREAS:
(A) The Owner is the sole owner of the whole of the motor tanker
GENMAR MINOTAUR (hereinafter called the "VESSEL"), duly documented in the name
of the Owner under the laws and flag of the Republic of Liberia, Official Number
10948, with a gross tonnage of approximately 53,829, and a net tonnage of
approximately 27,269.
(B) Pursuant to a Floating Rate Bridge Loan Facility Agreement dated
May 15, 1998 (hereinafter called the "EXISTING BRIDGE AGREEMENT"), among (i)
Genmar Xxxxxxxxxxx Limited, Genmar Agamemnon Limited, Genmar Ajax Limited and
the Owner as borrowers (collectively, the "BORROWERS"), (ii) Christiania Bank og
Kreditkasse ASA, Skandinaviska Enskilda Xxxxxx XX (publ), Union Bank of Norway
and De Nationale Investeringsbank N.V. as banks (collectively, the "LENDERS"),
(iii) the Mortgagee, and (iv) Christiania Bank og Kreditkasse ASA as agent, the
Owner made a First Preferred Mortgage dated May 15, 1998 (the "ORIGINAL
MORTGAGE") in favor of the Mortgagee on the whole of the Vessel, which Original
Mortgage was recorded on May 15, 1998 at the Office of the Deputy Commissioner
of Maritime Affairs at the port of New York in Book PM 50 at Page 272.
(D) The Borrowers have entered into an Amended and Restated Credit
Agreement dated as of February ___, 1999 (hereinafter called (the "CREDIT
AGREEMENT") with Ajax Limited Partnership, the Lenders, and Christiania Bank og
Kreditkasse ASA as Collateral Agent, Security Trustee and Administrative Agent,
upon the terms and subject to the conditions of which the parties thereto agreed
to amend and restate the Existing Bridge Agreement. A copy of the form of the
Credit Agreement (without Exhibits E through I) is annexed as SCHEDULE 1 hereto
and made apart hereof.
(E) The aggregate principal amount of the Existing Debt (as defined
under the Credit Agreement) under the Credit Agreement is U.S.$95,000,000.00 on
the date hereof.
(F) Pursuant to the Credit Agreement and in order to secure the
performance of the continuing obligations of the Owner under the Existing Bridge
Agreement as amended and restated by the Credit Agreement, the Owner has duly
authorized the execution
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and delivery of this Amendment No. 1 under and pursuant to Chapter 3 of Title 22
of the Liberian Code of Laws of 1956, as amended.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the parties
hereto agree as follows:
SECTION 1. DEFINITIONS. Except as otherwise expressly provided
herein, capitalized terms used herein have the respective meanings given
those term in the Credit Agreement.
SECTION 2. AMENDMENTS. The Original Mortgage is hereby amended as
follows:
(a) Each reference in the Original Mortgage to "Loan Facility Agreement"
shall mean the Existing Bridge Agreement as amended and restated by
the Credit Agreement.
(b) Each reference in the Original Mortgage to "Loans" shall mean the
Advances as evidenced by the Notes of the Borrowers dated the date
hereof in like aggregate principal amount.
(c) Each reference in the Original Mortgage to "Interest Rate" shall
mean the sum of the Eurodollar Rate and the Applicable Margin
applicable at any relevant time under Section 2.06 of the Credit
Agreement.
(d) Each reference in the Original Mortgage to "Lenders" shall have the
meaning given that term in the Credit Agreement.
(e) Clause 1.1 of the Original Mortgage is amended and restated in its
entirety as follows:
"Outstanding Indebtedness" means, collectively, the obligations of
the Owner under its Notes and interest thereon, the Guaranty and all
other sums of money owing to the Lenders or the Agents by the Owner
from time to time under or in connection with the Credit Agreement
and the other Loan Documents to which the Owner is a party; and".
(f) Clause 5(ii) of the Original Mortgage is amended and restated in its
entirety as follows:
"to ensure that the insurance value of the Vessel covers the actual
risks to which the Vessel is from time to time exposed, but, except
with respect to P&I and Loss of Hire insurance, such insurance shall
at all times be in an amount at least equal to the higher of (i) the
Market Value (as such term is defined in the Loan Facility
Agreement) of the Vessel, and (ii) the amount which, together with
the insured value of all other vessels mortgaged to the Mortgagee as
security
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for the Loans equals 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;".
(g) Clause 7(A)(i) of the Original Mortgage is amended and restated in
its entirety as follows:
"(i) an `Event of Default' as such term is defined in the Credit
Agreement shall occur and be continuing;".
(h) Clause 12 is amended to substitute the following address for the
Mortgagee:
Christiania Bank og Kreditkasse ASA, New York Branch, as
Trustee
00 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Head of Shipping
Telefacsimile: 000-000-0000
(i) Each reference in the Original Mortgage to "this Mortgage",
"hereunder", "hereof", "herein" or words of like import shall mean
and refer to the Original Mortgage as amended hereby.
SECTION 3. CONTINUING EFFECT. Except as expressly provided herein, the
provisions of the Original Mortgage are and shall remain in full force and
effect in accordance with their terms, all of which as amended hereby are
ratified and confirmed.
SECTION 4. RECORDING. For purposes of recording this Amendment No. 1 as
required by Chapter 3 of Title 22 of the Liberian Code of Laws of 1956, as
amended, the total amount is reduced to U.S.$95,000,000.00 and interest, fees
and performance of mortgage covenants. The date of maturity is extended to
February ___, 2002 and 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 the
Original Mortgage as amended hereby, the discharge amount is 0.01% of the total
amount.
IN WITNESS WHEREOF, this Amendment No. 1 to First Preferred Mortgage has
been executed as a deed for and on behalf of Genmar Minotaur Limited on the day
and year first above written.
EXECUTED AS DEED
by GENMAR MINOTAUR LIMITED
in the presence of:
By:
Xxxxx X. Xxxxxxxxxxxxx
Director
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-------------------------------
Witness
EXECUTED AS DEED
by CHRISTIANIA BANK OG KREDITKASSE
ASA, NEW YORK BRANCH
as Security Trustee
in the presence of:
By:
---------------------------
Xxxxxxxxx Xxxxxxx
Attorney-in-Fact
--------------------------------
Witness
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ACKNOWLEDGMENT
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this ____ day of February, 1999, before me personally appeared Xxxxx X.
Xxxxxxxxxxxxx, to me known, who being by me duly sworn did depose and say that
he resides at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx; that he is a Director of
GENMAR MINOTAUR LIMITED, the corporation described in and which executed the
foregoing Amendment No. 1 to First Preferred Mortgage; and that he signed his
name thereto pursuant to authority granted to him by the Board of Directors of
said corporation.
--------------------------
Notary Public
ACKNOWLEDGMENT
STATE OF NEW YORK )
ss.:
COUNTY OF NEW YORK )
On this ____ day of February, 1999, before me personally appeared
Xxxxxxxxx Xxxxxxx, to me known, who being by me duly sworn did depose and say
that he resides at 000 Xxxx 00xx Xxxxxx, Xxx. 00X, Xxx Xxxx, Xxx Xxxx 00000;
that he is an Attorney-in-Fact of CHRISTIANIA BANK OG KREDITKASSE ASA, the
corporation described in and which executed the foregoing Amendment No. 1 to
First Preferred Mortgage; and that he signed his name thereto pursuant to
authority granted to him by the Board of Directors of said corporation.
--------------------------
Notary Public
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