kl07046_ex10-2.htm


    
      
        

      

    

    Exhibit
      10.2

     

     

     

    PLEDGE
      AND SECURITY AGREEMENT

     

    PLEDGE
      AND SECURITY AGREEMENT (as amended, modified, restated and/or supplemented
      from
      time to time, this “Agreement”), dated as of July 20, 2007, made by each
      of the undersigned pledgors (each a “Pledgor” and, together with any
      other entity that becomes a pledgor hereunder pursuant to Section 25 hereof,
      the
“Pledgors”) to DNB NOR BANK ASA, New York Branch, as collateral agent (in
      such capacity, together with any successor collateral agent, the
“Pledgee”), for the benefit of the Secured Creditors (as defined below)
      and by its execution of the acknowledgment attached hereto, NORDEA BANK FINLAND
      PLC, New York Branch, as Deposit Account Bank (in such capacity, as the
“Deposit Account Bank”).

     

    W
      I T
      N E S S E T H :

     

    WHEREAS,
      Genco Shipping & Trading Limited (the “Borrower”), the various
      lenders from time to time party thereto (the “Lenders”) and DnB NOR Bank
      ASA, New York Branch, as Administrative Agent and Collateral Agent (in such
      capacity, together with any successor Administrative Agent, the
“Administrative Agent”), have entered into a Credit Agreement, dated as
      of July 20, 2007 (as amended, modified, restated and/or supplemented from time
      to time, the “Credit Agreement”), providing for the making of Loans to
      the Borrower as contemplated therein (the Lenders holding from to time
      outstanding Loans (and/or Loan Commitments), the Administrative Agent and each
      Pledgee, in each of the aforementioned capacities, are herein called the
“Lender Creditors”);

     

    WHEREAS,
      pursuant to Section 1.2 hereof, each applicable Pledgor and the Deposit Account
      Bank shall enter into, the Control Agreement attached hereto as Annex H on
      the
      Collateral Delivery Date;

     

    WHEREAS,
      the Borrower may at any time and from time to time after the date hereof enter
      into, or guaranty the obligations of one or more other Pledgors or any of their
      respective Subsidiaries under, one or more Interest Rate Protection Agreements
      or Other Hedging Agreements with respect to the Borrower’s obligations under the
      Credit Agreement with respect to the outstanding Loans and/or Commitments from
      time to time with one or more Lenders or any affiliate thereof (each such Lender
      or affiliate, even if the respective Lender subsequently ceases to be a Lender
      under the Credit Agreement for any reason, together with such Lender's or
      affiliate's successors and assigns, if any, collectively, the “Other
      Creditors” and, together with the Lenders holding from to time outstanding
      Loans (and/or Commitments), are herein called the “Secured
      Creditors”);

     

    WHEREAS,
      it is a condition precedent to the making of the Loans to the Borrower under
      the
      Credit Agreement that each Pledgor shall have executed and delivered to the
      Pledgee this Agreement; and

     

    WHEREAS,
      each Pledgor desires to enter into this Agreement in order to satisfy the
      condition described in the preceding paragraph;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    NOW,
      THEREFORE, in consideration of the foregoing and other benefits accruing to
      each
      Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
      Pledgor hereby makes the following representations and warranties to the Pledgee
      for the benefit of the Secured Creditors and hereby covenants and agrees with
      the Pledgee for the benefit of the Secured Creditors as follows:

     

    1.  SECURITY
      FOR OBLIGATIONS; ESTABLISHMENT OF OPERATING ACCOUNT.

     

    1.1.
      Security.  This Agreement is made by each Pledgor for the
      benefit of the Secured Creditors to secure:

     

                  (i)the
      full and prompt payment when due
      (whether at the stated maturity, by acceleration or otherwise) of all
      obligations, liabilities and indebtedness (including, without limitation,
      principal, premium, interest, fees and indemnities (including, without
      limitation, all interest that accrues after the commencement of any case,
      proceeding or other action relating to the bankruptcy, insolvency,
      reorganization or similar proceeding of any Pledgor at the rate provided for
      in
      the respective documentation, whether or not a claim for post-petition interest
      is allowed in any such proceeding)) of such Pledgor to the Lender Creditors
      whether now existing or hereafter incurred under, arising out of, or in
      connection with, the Credit Agreement and the other Credit Documents to which
      such Pledgor is a party (including, in the case of each Pledgor that is a
      Subsidiary Guarantor, all such obligations, liabilities and indebtedness of
      such
      Pledgor under the Subsidiaries Guaranty) and the due performance and compliance
      by such Pledgor with all of the terms, conditions and agreements contained
      in
      the Credit Agreement and in such other Credit Documents (all such obligations,
      liabilities and indebtedness under this clause (i), except to the extent
      consisting of obligations, liabilities or indebtedness with respect to Interest
      Rate Protection Agreements or Other Hedging Agreements, being herein
      collec­tively called the “Credit Document Obligations”);

     

                  (ii)the
      full and prompt payment when due
      (whether at the stated maturity, by acceleration or otherwise) of all
      obligations, liabilities and indebtedness (including, without limitation, all
      interest that accrues after the commencement of any case, proceeding or other
      action relating to the bankruptcy, insolvency, reorganization or similar
      proceeding of any Pledgor at the rate provided for in the respective
      documentation, whether or not a claim for post-petition interest is allowed
      in
      any such proceeding) owing by such Pledgor to the Other Creditors under, or
      with
      respect to (including, in the case of each Pledgor that is a Subsidiary
      Guarantor, all such obligations, liabilities and indebtedness of such Pledgor
      under the Subsidiaries Guaranty), any Interest Rate Protection Agreement or
      Other Hedging Agreement entered into in respect of the Borrower’s obligations
      with respect to the outstanding Loans and/or Commitments from time to time,
      whether such Interest Rate Protection Agreement or Other Hedging Agreement
      is
      now in existence or hereafter arising, and the due performance and compliance
      by
      such Pledgor with all of the terms, conditions and agreements contained therein
      (all such obligations, liabilities and indebtedness described in this clause
      (ii) being herein collectively called the “Other
      Obligations”);

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                  (iii)any
      and all sums advanced by the
      Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve
      its security interest in the Collateral;

     

                  (iv)in
      the event of any proceeding for the
      collection or enforcement of any indebtedness, obligations or liabilities of
      such Pledgor referred to in clauses (i) and (ii) above, after an Event of
      Default shall have occurred and be continuing, the reasonable expenses of
      retaking, holding, preparing for sale or lease, selling or otherwise disposing
      of or realizing on the Collateral, or of any exercise by the Pledgee of its
      rights hereunder, together with reasonable attorneys’ fees and court costs;
      and

     

                  (v)all
      amounts paid by any Secured
      Creditor as to which such Secured Creditor has the right to reimbursement under
      Section 11 of this Agreement;

     

    all
      such
      obligations, liabilities, sums and expenses set forth in clauses (i) through
      (v)
      of this Section 1.1 being herein collectively called the “Obligations,”
it being acknowledged and agreed that the “Obligations” shall include
      extensions of credit of the types described above, whether outstanding on the
      date of this Agreement or extended from time to time after the date of this
      Agreement.

     

    1.2.  Operating
      Accounts; Reserve Accounts.  (a) The relevant Pledgor and the Pledgee
      shall establish on or prior to the Collateral Delivery Date, in the name and
      for
      the benefit of the Pledgee, as agent for the Secured Creditors, the Operating
      Accounts for purposes of this Agreement and the other relevant Credit Documents,
      which Operating Accounts are or shall be maintained with the Deposit Account
      Bank located at 437 Madison Avenue, 21st Floor,
      New York,
      New York 10022 (the “Deposit Account Bank”).  Each relevant
      Pledgor, the Pledgee and the Deposit Account Bank shall enter into, the Control
      Agreement attached hereto as Annex H (the “Control Agreement”) on or
      prior to the Collateral Delivery Date, which shall provide that the Operating
      Accounts shall be under the control of the Pledgee, as agent for the Secured
      Creditors, and the Pledgee shall have the right to direct withdrawals from
      the
      Operating Accounts and to exercise all rights with respect to all of the
      Earnings Collateral (as defined below).  All  Earnings
      Collateral delivered to, or held by or on behalf of, the Pledgee pursuant to
      each of the Assignments of Earnings shall be held in the Operating Accounts
      in
      accordance with the provisions hereof and of the Control Agreement.

     

    (b)           Until
      such time as the Collateral Agent shall have delivered a Notice of Exclusive
      Control (as defined in the Control Agreement) (which the Collateral Agent agrees
      to do only during the continuance of an Event of Default), the relevant Pledgor
      may apply amounts in the Operating Accounts to the payment of operating expenses
      and other expenditures permitted under the Credit Agreement of the Borrower
      and
      the other Pledgors.  After the delivery of a Notice of Exclusive
      Control (as defined in the Control Agreement), only the Collateral Agent shall
      be entitled to withdraw funds from the Operating Accounts, to give any
      instructions in respect of the Operating Accounts and any funds held therein
      or
      credited thereto or otherwise deal with the Operating Accounts.

     

    2.  DEFINITIONS.
       (a)  Unless otherwise defined herein, all capitalized terms used
      herein and defined in the Credit Agreement shall be used herein as therein
      defined.  Reference to singular terms shall include the plural and
      vice versa.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           The
      following capitalized terms used herein shall have the definitions specified
      below:


     

    “Administrative
      Agent” has the meaning set forth in the Recitals hereto.

     

    “Adverse
      Claim” has the meaning given such term in Section 8-102(a)(1) of the
      UCC.

     

    “Agreement”
      has the meaning set forth in the first paragraph hereof.

     

    “Borrower”
      has the meaning set forth in the Recitals hereto.

     

    “Certificated
      Security” has the meaning given such term in Section 8-102(a)(4) of the
      UCC.

     

    “Clearing
      Corporation” has the meaning given such term in Section 8-102(a)(5) of the
      UCC.

     

    “Collateral”
      has the meaning set forth in Section 3.1 hereof.

     

    “Control
      Agreement” shall have the meaning provided in Section 1.2.

     

    “Credit
      Agreement” has the meaning set forth in the Recitals hereto.

     

    “Credit
      Document Obligations” has the meaning set forth in Section 1.1(i)
      hereof.

     

    “Deposit
      Account Bank” shall have the meaning provided such term in Section 1.2
      hereof.

     

    “Earnings
      Collateral” shall mean, collectively, all of the collateral granted, sold,
      conveyed, assigned, transferred, mortgaged and pledged pursuant to, and in
      accordance with, Section 1 of each Assignment of Earnings.

     

    “Event
      of Default” means any Event of Default under, and as defined in, the Credit
      Agreement and any payment default under any Interest Rate Protection Agreement
      or Other Hedging Agreement entered into in respect of the Borrower’s obligations
      with respect to the outstanding Loans and/or Commitments from time to time,
      after any applicable grace period.

     

    “Indemnitees”
      has the meaning set forth in Section 11 hereof.

     

    “Lender
      Creditors” has the meaning set forth in the Recitals hereto.

     

    “Lenders”
      has the meaning set forth in the Recitals hereto.

     

    “Limited
      Liability Company Assets” means all assets, whether tangible or
      intang­ible and whether real, personal or mixed (including, without
      limitation, all limited liability com­pany 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    capital
      and interest in other limited liability companies), at any time owned or
      represented by any Limited Liability Company Interest.

     

    “Limited
      Liability Company Interests” means the entire limited liability company
      membership interest at any time owned by any Pledgor in any limited liability
      company.

     

    “Obligations”
      has the meaning set forth in Section 1.1 hereof.

     

    “Operating
      Accounts” shall mean, collectively, the accounts listed on Annex I hereto
      and all other accounts established at any time by any Pledgor and pledged in
      favor of the Pledgee pursuant to the terms of this Agreement or the Credit
      Agreement.

     

    “Other
      Creditors” has the meaning set forth in the Recitals hereto.

     

    “Other
      Obligations” has the meaning set forth in Section 1.1(ii)
      hereof.

     

    “Partnership
      Assets” means all assets, whether tangible or intangible and whether real,
      personal or mixed (including, without limitation, all partnership capital and
      interest in other partnerships), at any time owned or represented by any
      Partnership Interest.

     

    “Partnership
      Interest” shall mean the entire general partnership interest or limited
      partnership interest at any time owned by any Pledgor in any general partnership
      or limited partnership.

     

    “Person”
      means any individual, partnership, joint venture, firm, corporation,
      association, limited liability company, trust or other enterprise or any
      government or political subdivision or any agency, department or instrumentality
      thereof.

     

    “Pledgee”
      has the meaning set forth in the first paragraph hereof.

     

    “Pledgor”
      has the meaning set forth in the first paragraph hereof.

     

    “Proceeds”
      has the meaning given such term in Section 9-102(64) of the UCC.

     

    “Required
      Secured Creditors” means (i) at any time when any Credit Document
      Obligations are outstanding or any Commitments under the Credit Agreement exist,
      the Required Lenders (or, to the extent provided in Section 15.12 of the Credit
      Agreement, each of the Lenders), and (ii) at any time after all of the Credit
      Document Obligations have been paid in full in cash and all Commitments under
      the Credit Agreement have been terminated and if any Other Obligations are
      outstanding, the holders of a majority of the Other Obligations.

     

    “Secured
      Creditors” has the meaning set forth in the Recitals hereto.

     

    “Secured
      Debt Agreements” means and includes this Agreement, the other Credit
      Documents and the Interest Rate Protection Agreements and Other Hedging
      Agreements entered into with any Other Creditors entered into in respect of
      the
      Borrower’s obligations with respect to the outstanding Loans and/or Commitments
      from time to time.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Securities
      Act” means the Securities Act of 1933, as amended, as in effect from time to
      time.

     

    “Security”
      and “Securities” has the meaning given such term in Section 8-102(a)(15)
      of the UCC and shall in any event also include all Stock.

     

    “Security
      Entitlement” has the meaning given such term in Section 8-102(a)(17) of the
      UCC.

     

    “Stock”
      means all of the issued and outstanding shares of capital stock of any
      corporation at any time owned by any Pledgor.

     

    “Subsidiary”
      means, as to any Person, (i) any corporation more than 50% of whose stock of
      any
      class or classes having by the terms thereof ordinary voting power to elect
      a
      majority of the directors of such corporation (irrespective of whether or not
      at
      the time stock of any class or classes of such corporation shall have or might
      have voting power by reason of the happening of any contingency) is at the
      time
      owned by such Person and/or one or more Subsidiaries of such Person and (ii)
      any
      partnership, limited liability company, association, joint venture or other
      entity in which such Person and/or one or more Subsidiaries of such Person
      has
      more than a 50% equity interest at the time.

     

    “Termination
      Date” has the meaning set forth in Section 20 hereof.

     

    “UCC”
      means the Uniform Commercial Code as in effect in the State of New York
      from time to time; provided that all references herein to specific
      sections or sub­sections of the UCC are references to such sections or
      subsections, as the case may be, of the Uniform Commercial Code as in effect
      in
      the State of New York on the date hereof.

     

    “Uncertificated
      Security” has the meaning given such term in Section 8-102(a)(18) of the
      UCC.

     

    3.  PLEDGE
      OF STOCK, ACCOUNTS, ETC.

     

    3.1  Pledge.  To
      secure the Obligations now or hereafter owed or to be performed by such Pledgor,
      each Pledgor does hereby grant and pledge to the Pledgee for the benefit of
      the
      Secured Creditors, and does hereby create a continuing first priority security
      interest in favor of the Pledgee for the benefit of the Secured Creditors in,
      all of the right, title and interest in and to the following, whether now
      existing or hereafter from time to time acquired (collectively, the
“Collateral”):

     

    (a)           the
      Operating Account that will be established on the Collateral Delivery Date,
      together with all of such Pledgor’s right, title and interest in and to all sums
      of property (including cash equivalents and other investments) now or at any
      time hereafter on deposit therein, credited thereto or payable thereon, and
      all
      instruments, documents and other writings evidencing the Operating
      Accounts;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           
      all Stock of any Subsidiary Guarantor owned by such Pledgor from time to time
      and all options and warrants owned by such Pledgor from time to time to purchase
      Stock of any such Subsidiary Guarantor;

     

    (c)           all
      Limited Liability Company Interests in any Subsidiary Guarantor owned by such
      Pledgor from time to time and all of its right, title and interest in each
      limited liability company to which each such interest relates, whether now
      existing or hereafter acquired, including, without limitation, to the fullest
      extent permitted under the terms and provisions of the documents and agreements
      governing such Limited Liability Company Interests and applicable
      law:

     

    (A)           all
      the capital thereof and its interest in all profits, losses, Limited Liability
      Company Assets and other distributions to which such Pledgor shall at any time
      be entitled in respect of such Limited Liability Company Interests;

     

    (B)           all
      other payments due or to become due to such Pledgor in respect of Limited
      Liability Company Interests, whether under any limited liability company
      agreement or otherwise, whether as contractual obligations, damages, insurance
      proceeds or otherwise;

     

    (C)           all
      of such Pledgor’s claims, rights, powers, privileges, authority, options,
      security interests, liens and remedies, if any, under any limited liability
      company agree­ment or operating agreement, or at law or otherwise in respect
      of such Limited Liability Company Interests;

     

    (D)           all
      present and future claims, if any, of such Pledgor against any such limited
      liability company for moneys loaned or advanced, for services rendered or
      otherwise;

     

    (E)           all
      of such Pledgor’s rights under any limited liability company agreement or
      operating agreement or at law to exercise and enforce every right, power,
      remedy, authority, option and privilege of such Pledgor relating to such Limited
      Liability Company Interests, including any power to terminate, cancel or modify
      any limited liability company agreement or operating agreement, to execute
      any
      instruments and to take any and all other action on behalf of and in the name
      of
      such Pledgor in respect of such Limited Liability Company Interests and any
      such
      limited liability company, to make determinations, to exercise any election
      (including, but not limited to, election of remedies) or option or to give
      or
      receive any notice, consent, amendment, waiver or approval, together with full
      power and authority to demand, receive, enforce, collect or receipt for any
      of
      the foregoing or for any Limited Liability Company Asset, to enforce or execute
      any checks, or other instruments or orders, to file any claims and to take
      any
      action in connection with any of the foregoing; and

     

    (F)           all
      other property hereafter delivered in substitution for or in addition to any
      of
      the foregoing, all certificates and instruments representing or evidencing
      

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    such
      other property and all cash, securities, interest, dividends, rights and other
      property at any time and from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all thereof;

     

    (d)           all
      Partnership Interests in any Subsidiary Guarantor owned by such Pledgor from
      time to time and all of its right, title and interest in each partnership to
      which each such interest relates, whether now existing or hereafter acquired,
      including, without limitation, to the fullest extent permitted under the terms
      and provisions of the documents and agreements governing such Partnership
      Interests and applicable law:

     

    (A)           all
      the capital thereof and its interest in all profits, losses, Partnership Assets
      and other distributions to which such Pledgor shall at any time be entitled
      in
      respect of such Partnership Interests;

     

    (B)           all
      other payments due or to become due to such Pledgor in respect of such
      Partnership Interests, whether under any partnership agreement or otherwise,
      whether as contractual obligations, damages, insurance proceeds or
      otherwise;

     

    (C)           all
      of its claims, rights, powers, privileges, authority, options, security
      interests, liens and remedies, if any, under any partnership agreement or
      operating agreement, or at law or otherwise in respect of such Partnership
      Interests;

     

    (D)           all
      present and future claims, if any, of such Pledgor against any such partnership
      for moneys loaned or advanced, for services rendered or otherwise;

     

    (E)           all
      of such Pledgor’s rights under any partnership agreement or operating agreement
      or at law to exercise and enforce every right, power, remedy, authority, option
      and privilege of such Pledgor relating to such Partnership Interests, including
      any power to terminate, cancel or modify any partnership agreement or operating
      agreement, to execute any instruments and to take any and all other action
      on
      behalf of and in the name of any of such Pledgor in respect of such Partnership
      Interests and any such partnership, to make determinations, to exercise any
      election (including, but not limited to, election of remedies) or option or
      to
      give or receive any notice, consent, amendment, waiver or approval, together
      with full power and authority to demand, receive, enforce, collect or receipt
      for any of the foregoing or for any Partnership Asset, to enforce or execute
      any
      checks, or other instruments or orders, to file any claims and to take any
      action in connection with any of the foregoing; and

     

    (F)           all
      other property hereafter delivered in substitution for or in addition to any
      of
      the foregoing, all certificates and instruments representing or evidencing
      such
      other property and all cash, securities, interest, dividends, rights and other
      property at any time and from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all thereof;
      and

     

     (e)           all
      Proceeds of any and all of the foregoing.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2.  Procedures.
      (a)  To the extent that any Pledgor at any time or from time to time
      owns, acquires or obtains any right, title or interest in any Collateral, such
      Collateral shall automatically (and without the taking of any action by such
      Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition
      thereto, such Pledgor shall (to the extent provided below) take, or, in the
      case
      of Section 3.2(a)(v), authorize the Pledgee to take, the following actions
      as
      set forth below (as promptly as practicable and, in any event, within 30 days
      after it obtains such Collateral) for the benefit of the Pledgee and the Secured
      Creditors:

     

                  (i)with
      respect to a Certificated Security
      (other than a Certificated Security credited on the books of a Clearing
      Corporation), such Pledgor shall deliver such Certificated Security to the
      Pledgee with powers executed in blank;

     

                  (ii)with
      respect to an Uncertificated
      Security (other than an Uncertificated Security credited on the books of a
      Clearing Corporation), such Pledgor shall cause the issuer of such
      Uncertificated Security (or, in the case of an issuer that is not a Subsidiary
      of such Pledgor, will use reasonable efforts to cause such issuer) to duly
      authorize and execute, and deliver to the Pledgee, an agreement for the benefit
      of the Pledgee and the other Secured Creditors substantially in the form of
      Annex G hereto (appropriately completed to the reasonable satisfaction of the
      Pledgee and with such modifications, if any, as shall be reasonably satisfactory
      to the Pledgee) pursuant to which such issuer agrees to comply with any and
      all
      instructions originated by the Pledgee without further consent by the registered
      owner and not to comply with instructions regarding such Uncertificated Security
      originated by any other Person other than a court of competent
      jurisdiction;

     

                  (iii)with
      respect to a Certificated
      Security, Uncertificated Security, Partnership Interest or Limited Liability
      Company Interest credited on the books of a Clearing Corporation (including
      a
      Federal Reserve Bank, Participants Trust Company or The Depository Trust
      Company), such Pledgor shall promptly notify the Pledgee thereof and shall
      promptly take all actions required (i) to comply in all material respects with
      the applicable rules of such Clearing Corporation and (ii) to perfect the
      security interest of the Pledgee under applicable law (including, in any event,
      under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the
      UCC).  Such Pledgor further agrees to take such actions as the Pledgee
      deems reasonably necessary to effect the foregoing;

     

                  (iv)with
      respect to a Partnership Interest
      or a Limited Liability Company Interest (other than a Partnership Interest
      or
      Limited Liability Interest credited on the books of a Clearing Corporation),
      (1)
      if such Partnership Interest or Limited Liability Company Interest is
      represented by a certificate and is a Security for purposes of the UCC, the
      procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership
      Interest or Limited Liability Company Interest is not represented by a
      certificate or is not a Security for purposes of the UCC, the procedure set
      forth in Section 3.2(a)(ii) hereof; and

     

                  (v)with
      respect to cash proceeds from any
      of the Collateral described in Section 3.1 hereof which are not released to
      such
      Pledgor in accordance with Section 6 hereof, (i) establishment by the Pledgee
      of
      a cash account in the name of such Pledgor over which the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Pledgee
      shall have exclusive and absolute control and dominion (and no withdrawals
      or
      transfers may be made therefrom by any Person except with the prior written
      consent of the Pledgee) and (ii) deposit of such cash in such cash
      account.

     

                  (b)In
      addition to the actions required to
      be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the
      following additional actions with respect to the Collateral:

     

                  (i)with
      respect to all Collateral of such
      Pledgor whereby or with respect to which the Pledgee may obtain “control”
thereof within the meaning of Section 8-106 of the UCC (or under any
      provision
      of the UCC as same may be amended or supplemented from time to time, or under
      the laws of any relevant State other than the State of New York), such
      Pledgor shall take all actions as may be reasonably requested from time to
      time
      by the Pledgee so that “control” of such Collateral is obtained and at
      all times held by the Pledgee; and

     

                  (ii)each
      Pledgor shall from time to time
      cause appropriate financing statements (on Form UCC-1 or other appropriate
      form)
      under the Uniform Commercial Code as in effect in the various relevant states,
      covering all Collateral hereunder (with the form of such financing statements
      to
      be satisfactory to the Pledgee), to be filed in the relevant filing offices
      so
      that at all times the Pledgee has a security interest in all Collateral which
      is
      perfected by the filing of such financing statements (in each case to the
      maximum extent perfection by filing may be obtained under the laws of the
      relevant states, including, without limitation, Section 9-312(a) of the
      UCC).

     

    3.3.  Subsequently
      Acquired Collateral.  If any Pledgor shall acquire (by purchase,
      stock dividend or similar distribution or otherwise) any additional Collateral
      at any time or from time to time after the date hereof, such Collateral shall
      automatically (and without any further action being required to be taken) be
      subject to the pledge and security interests created pursuant to Section 3.1
      hereof and, furthermore, such Pledgor will promptly thereafter take (or cause
      to
      be taken) all action with respect to such Collateral in accordance with the
      procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver
      to the Pledgee (i) a certificate executed by a principal executive officer
      of
      such Pledgor describing such Collateral and certifying that the same has been
      duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors)
      hereunder and (ii) supplements to Annexes A through F hereto as are reasonably
      necessary to cause such annexes to be complete and accurate at such
      time.

     

    3.4.  Transfer
      Taxes.  Each pledge of Collateral under Section 3.1 or Section 3.3
      hereof shall be accompanied by any transfer tax stamps required in connection
      with the pledge of such Collateral.

     

    3.5.  Certain
      Representations and Warranties Regarding the Collateral.  Each
      Pledgor represents and warrants that on the date hereof: (i) the jurisdiction
      of
      organization of such Pledgor, and such Pledgor’s organizational identification
      number, is listed on Annex A hereto; (ii) each Subsidiary of such Pledgor that
      is a Subsidiary Guarantor is listed in Annex B hereto; (iii) the Stock (and
      any warrants or options to purchase Stock) of any Subsidiary Guarantor held
      by
      such Pledgor consists of the number and type of shares of the stock (or warrants
      or options to purchase any stock)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    of
      the
      corporations as described in Annex C hereto; (iv) such Stock constitutes that
      percentage of the issued and outstanding capital stock of the respective
      Subsidiary Guarantors as is set forth in Annex C hereto; (v) the Limited
      Liability Company Interests in any and all Subsidiary Guarantors held by such
      Pledgor consist of the number and type of interests of the respective Subsidiary
      Guarantors described in Annex D hereto; (vi) each such Limited Liability Company
      Interest constitutes that percentage of the issued and outstanding equity
      interest of the respective Subsidiary Guarantors as set forth in Annex D hereto;
      (vii) the Partnership Interests held by such Pledgor in any and all Subsidiary
      Guarantors consist of the number and type of interests of the respective
      Subsidiary Guarantors described in Annex E hereto; (viii) each such Partnership
      Interest constitutes that percentage or portion of the entire partnership
      interest of the Partnership as set forth in Annex E hereto; (ix) such Pledgor
      has complied with the respec­tive procedure set forth in Section 3.2(a)
      hereof with respect to each item of Collateral described in Annexes B through
      E
      hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited
      Liability Company Interests or Partnership Interests of, in each case, any
      Subsidiary Guarantor.

     

    4.  APPOINTMENT
      OF SUB-AGENTS; ENDORSEMENTS, ETC.  If and to the extent necessary to
      enable the Pledgee to perfect its security interest in any of the Collateral
      or
      to exercise any of its remedies hereunder, the Pledgee shall have the right
      to
      appoint one or more sub-agents for the purpose of retaining physical possession
      of the Collateral, which may be held (in the discretion of the Pledgee) in
      the
      name of the relevant Pledgor, endorsed or assigned in blank or in favor of
      the
      Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed
      by
      the Pledgee.

     

    5.  VOTING,
      ETC., WHILE NO EVENT OF DEFAULT.  Unless and until there shall have
      occurred and be continuing an Event of Default, each Pledgor shall be entitled
      to exercise any and all voting and other consensual rights pertaining to the
      Collateral owned by it, and to give consents, waivers or ratifications in
      respect thereof; provided that, in each case, no vote shall be cast or
      any consent, waiver or ratification given or any action taken or omitted to
      be
      taken which would violate or be inconsistent with any of the terms of any
      Secured Debt Agreement, or which could reasonably be expected to have the effect
      of impairing the value of the Collateral or any part thereof or the position
      or
      interests of the Pledgee or any other Secured Creditor in the Collateral unless
      expressly permitted by the terms of the Secured Debt Agreements.  All
      such rights of each Pledgor to vote and to give consents, waivers and
      ratifications shall cease in case an Event of Default has occurred and is
      continuing, and Section 7 hereof shall become applicable.

     

    6.  DIVIDENDS
      AND OTHER DISTRIBUTIONS.  Unless and until there shall have occurred
      and be continuing an Event of Default, all cash dividends, cash distributions,
      cash Proceeds and other cash amounts payable in respect of the Collateral shall
      be paid to the Pledgors.  The Pledgee shall be entitled to receive
      directly, and to retain as part of the Collateral:

     

                  (i)all
      other or additional stock, notes,
      limited liability company interests, partner­ship interests, instruments or
      other securities or property (including, but not limited to, cash dividends
      other than as set forth above in the first sentence of this Section 6) paid
      or
      distributed by way of dividend or otherwise in respect of the
      Collateral;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                  (ii)all
      other or additional stock, notes,
      limited liability company interests, partner­ship interests, instruments or
      other securities or property (including, but not limited to, cash) paid or
      distributed in respect of the Collateral by way of stock-split, spin-off,
      split-up, reclassification, combination of shares or similar rearrangement;
      and

     

                  (iii)all
      other or additional stock, notes,
      limited liability company interests, partner­ship interests, instruments or
      other securities or property (including, but not limited to, cash) which may
      be
      paid in respect of the Collateral by reason of any consolidation, merger,
      exchange of stock, conveyance of assets, liquidation or similar corporate or
      other reorganization.

     

    All
      dividends, distributions or other payments which are received by any Pledgor
      contrary to the provisions of this Section 6 and Section 7 hereof shall be
      received in trust for the benefit of the Pledgee, shall be segregated from
      other
      property or funds of such Pledgor and shall be forthwith paid over and/or
      delivered to the Pledgee as Collateral in the same form as so received (with
      any
      necessary endorsement).

     

    7.  REMEDIES
      IN CASE OF AN EVENT OF DEFAULT.  If there shall have occurred and be
      continuing an Event of Default, then and in every such case, the Pledgee shall
      be entitled to exercise all of the rights, powers and remedies (whether vested
      in it by this Agreement, any other Secured Debt Agreement or by law) for the
      protection and enforcement of its rights in respect of the Collateral, and
      the
      Pledgee shall be entitled to exercise all the rights and remedies of a secured
      party under the Uniform Commercial Code as in effect in any relevant
      jurisdiction and also shall be entitled, without limitation, to exercise the
      following rights, which each Pledgor hereby agrees to be commercially
      reasonable:

     

                  (i)to
      receive all amounts payable in
      respect of the Collateral otherwise payable under Section 6 hereof to the
      Pledgors;

     

                  (ii)to
      transfer all or any part of the
      Collateral into the Pledgee’s name or the name of its nominee or
      nominees;

     

                  (iii)to
      vote all or any part of the
      Collateral (whether or not transferred into the name of the Pledgee) and give
      all consents, waivers and ratifications in respect of the Collateral and
      otherwise act with respect thereto as though it were the outright owner thereof
      (each Pledgor hereby irrevocably constituting and appointing the Pledgee the
      proxy and attorney-in-fact of such Pledgor, with full power of substitution
      to
      do so);

     

                  (iv)at
      any time and from time to time to
      sell, assign and deliver, or grant options to purchase, all or any part of
      the
      Collateral, or any interest therein, at any public or private sale, without
      demand of performance, advertisement or notice of intention to sell or of the
      time or place of sale or adjournment thereof or to redeem or otherwise (all
      of
      which are hereby waived by each Pledgor), for cash, on credit or for other
      property, for immediate or future delivery without any assumption of credit
      risk, and for such price or prices and on such terms as the Pledgee in its
      absolute discretion may determine, provided that at least 10 days’
written notice of the time and place of any such sale shall be given
      to the
      Pledgors.  The

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Pledgee
      shall not be obligated to make any such sale of Collateral regardless of whether
      any such notice of sale has theretofore been given.  Each Pledgor
      hereby waives and releases to the fullest extent permitted by law any right
      or
      equity of redemption with respect to the Collateral, whether before or after
      sale hereunder, and all rights, if any, of marshalling the Collateral and any
      other security for the Obligations or otherwise.  At any such sale,
      unless prohibited by applicable law, the Pledgee on behalf of the Secured
      Creditors may bid for and purchase all or any part of the Collateral so sold
      free from any such right or equity of redemption. Neither the Pledgee nor any
      other Secured Creditor shall be liable for failure to collect or realize upon
      any or all of the Collateral or for any delay in so doing nor shall any of
      them
      be under any obligation to take any action whatsoever with regard
      thereto;

     

                  (v)to
      set-off any and all Collateral
      against any and all Obligations; and

     

                  (vi)apply
      any monies constituting
      collateral or proceeds thereof (including, without limitation, amounts on
      deposit in the Operating Accounts) in accordance with the provisions of
      

    Section
      9.

     

    8.  REMEDIES,
      ETC., CUMULATIVE.  Each and every right, power and remedy of the
      Pledgee provided for in this Agreement or in any other Secured Debt Agreement,
      or now or hereafter existing at law or in equity or by statute shall be
      cumulative and concurrent and shall be in addition to every other such right,
      power or remedy. The exercise or beginning of the exercise by the Pledgee or
      any
      other Secured Creditor of any one or more of the rights, powers or remedies
      provided for in this Agreement or any other Secured Debt Agreement or now or
      hereafter existing at law or in equity or by statute or otherwise shall not
      preclude the simultaneous or later exercise by the Pledgee or any other Secured
      Creditor of all such other rights, powers or remedies, and no failure or delay
      on the part of the Pledgee or any other Secured Creditor to exercise any such
      right, power or remedy shall operate as a waiver thereof.  No notice
      to or demand on any Pledgor in any case shall entitle it to any other or further
      notice or demand in similar or other circumstances or constitute a waiver of
      any
      of the rights of the Pledgee or any other Secured Creditor to any other or
      further action in any circumstances without notice or demand.  The
      Secured Creditors agree that this Agreement may be enforced only by the action
      of the Pledgee, in each case acting upon the instructions of the Required
      Lenders (or, after the date on which all Credit Document Obligations have been
      paid in full, the holders of at least a majority of the outstanding Other
      Obligations) and that no other Secured Creditor shall have any right
      individually to seek to enforce or to enforce this Agreement or to realize
      upon
      the security to be granted hereby, it being understood and agreed that such
      rights and remedies may be exercised by the Pledgee for the benefit of the
      Secured Creditors upon the terms of this Agreement.

     

    9.  APPLICATION
      OF PROCEEDS.  (a)  All monies collected by the Pledgee upon
      any sale or other disposition of the Collateral of each Pledgor and any other
      collateral under any other Security Document (including, without limitation,
      the
      Vessel Mortgage, Assignments of Earnings, Assignments of Insurance, together
      with all other monies received by the Pledgee hereunder and under any other
      Security Document (except to the extent released in accordance with the
      applicable provisions of this Agreement or any other Credit Document), shall
      be
      applied to the payment of the Obligations as follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)           first,
      to the payment of all amounts owing the Pledgee of the type described in clauses
      (iii) and (iv) of Section 1.1;

     

    (ii)           second,
      to the extent proceeds remain after the application pursuant to the preceding
      clause (i), an amount equal to the outstanding Primary Obligations (as defined
      below) constituting Credit Document Obligations shall be paid to the Lenders
      as
      provided in Section 9(d) hereof, with each Lender receiving an amount equal
      to
      such outstanding Primary Obligations constituting Credit Document Obligations
      or, if the proceeds are insufficient to pay in full all such Primary Obligations
      constituting Credit Document Obligations, its Pro Rata Share (as defined below)
      of the amount remaining to be distributed;

     

    (iii)           third,
      to the extent proceeds remain after the application pursuant to the preceding
      clauses (i) and (ii), an amount equal to the outstanding Primary Obligations
      constituting Other Obligations shall be paid to the Other Creditors as provided
      in Section 9(d) hereof, with each Other Creditor receiving an amount equal
      to
      such outstanding Primary Obligations constituting Other Obligations or, if
      the
      proceeds are insufficient to pay in full all such Primary Obligations
      constituting Other Obligations, its Pro Rata Share of the amount remaining
      to be
      distributed;

     

    (iv)           fourth,
      to the extent proceeds remain after the application pursuant to the preceding
      clauses (i) through (iii), inclusive, an amount equal to the outstanding
      Secondary Obligations shall be paid to the Secured Creditors as provided in
      Section 9(d) hereof, with each Secured Creditor receiving an amount equal to
      its
      outstanding Secondary Obligations or, if the proceeds are insufficient to pay
      in
      full all such Secondary Obligations, its Pro Rata Share of the amount remaining
      to be distributed; and

     

    (v)           fifth,
      to the extent proceeds remain after the application pursuant to the preceding
      clauses (i) through (iv), inclusive, and following the termination of this
      Agreement pursuant to Section 20 hereof, to the relevant Pledgor or to whomever
      may be lawfully entitled to receive such surplus.

     

    (b)           For
      purposes of this Agreement, (x) “Pro Rata Share” shall mean, when
      calculating a Secured Creditor's portion of any distribution or amount, that
      amount (expressed as a percentage) equal to a fraction the numerator of which
      is
      the then unpaid amount of such Secured Creditor's Primary Obligations or
      Secondary Obligations, as the case may be, and the denominator of which is
      the
      then outstanding amount of all Primary Obligations or Secondary Obligations,
      as
      the case may be, (y) “Primary Obligations” shall mean (i) in the case of
      the Credit Document Obligations, all principal of, and interest on, all Loans
      and all fees, costs and expenses incurred under the Credit Agreement with
      respect thereto and (ii) in the case of the Other Obligations, all amounts
      due
      under such Interest Rate Protection Agreements and Other Hedging Agreements
      (other than indemnities, fees (including, without limitation, attorneys' fees)
      and similar obligations and liabilities) and (z) “Secondary Obligations” shall
      mean all Obligations other than Primary Obligations.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           When
      payments to Secured Creditors are based upon their respective Pro Rata Shares,
      the amounts received by such Secured Creditors hereunder shall be applied (for
      purposes of making determinations under this Section 9 only) (i) first, to
      their
      Primary Obligations and (ii) second, to their Secondary
      Obligations.  If any payment to any Secured Creditor of its Pro Rata
      Share of any distribution would result in overpayment to such Secured Creditor,
      such excess amount shall instead be distributed in respect of the unpaid Primary
      Obligations or Secondary Obligations, as the case may be, of the other Secured
      Creditors, with each Secured Creditor whose Primary Obligations or Secondary
      Obligations, as the case may be, have not been paid in full to receive an amount
      equal to such excess amount multiplied by a fraction the numerator of which
      is
      the unpaid Primary Obligations or Secondary Obligations, as the case may be,
      of
      such Secured Creditor and the denominator of which is the unpaid Primary
      Obligations or Secondary Obligations, as the case may be, of all Secured
      Creditors entitled to such distribution.

     

    (d)           All
      payments required to be made hereunder shall be made (x) if to the Lender
      Creditors, to the Administrative Agent under the Credit Agreement for the
      account of the Lender Creditors, and (y) if to the Other Creditors, to the
      trustee, paying agent or other similar representative (each a
“Representative”) for the Other Creditors or, in the absence of such a
      Representative, directly to the Other Creditors.

     

    (e)           For
      purposes of applying payments received in accordance with this Section 9, the
      Pledgee shall be entitled to rely upon (i) the Administrative Agent under the
      Credit Agreement and (ii) the Representative for the Other Creditors or, in
      the
      absence of such a Representative, upon the Other Creditors for a determination
      (which the Administrative Agent, each Representative for any Other Creditors
      and
      the Secured Creditors agree (or shall agree) to provide upon request of the
      Pledgee) of the outstanding Primary Obligations and Secondary Obligations owed
      to the Lender Creditors or the Other Creditors, as the case may
      be.  Unless it has actual knowledge (including by way of written
      notice from a Lender Credi­tor or an Other Creditor) to the contrary, the
      Administrative Agent and each Representative, in furnishing information pursuant
      to the preceding sentence, and the Pledgee, in acting hereunder, shall be
      entitled to assume that no Secondary Obligations are outstanding. Unless it
      has
      actual knowledge (including by way of written notice from an Other Creditor)
      to
      the contrary, the Pledgee, in acting hereunder, shall be entitled to assume
      that
      no Interest Rate Protection Agreements are in existence.

     

    (f)           It
      is understood and agreed that each Pledgor shall remain jointly and severally
      liable to the extent of any deficiency between the amount of the proceeds of
      the
      Collateral pledged by it hereunder and the aggregate amount of the Obligations
      of such Pledgor.

     

    10.  PURCHASERS
      OF COLLATERAL.  Upon any sale of the Collateral by the Pledgee
      hereunder (whether by virtue of the power of sale herein granted, pursuant
      to
      judicial process or otherwise), the receipt of the Pledgee or the officer making
      the sale shall be a sufficient discharge to the purchaser or purchasers of
      the
      Collateral so sold, and such purchaser or purchasers shall not be obligated
      to
      see to the application of any part of the purchase money paid over to the
      Pledgee or such officer or be answerable in any way for the misapplication
      or
      non­application thereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.  INDEMNITY.  Each
      Pledgor jointly and severally agrees (i) to indemnify and hold harmless the
      Pledgee and each other Secured Creditor and their respective successors,
      assigns, employees, agents and affiliates (individually an “Indemnitee,”
and collectively the “Indemnitees”) from and against any and all claims,
      demands, losses, judgments and liabilities (including liabilities for penalties)
      of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all
      reasonable costs and expenses, including reasonable attorneys’ fees, in each
      case growing out of or resulting from this Agreement or the exercise by any
      Indemnitee of any right or remedy granted to it hereunder or under any other
      Secured Debt Agreement (but excluding any claims, demands, losses, judgments
      and
      liabilities or expenses to the extent incurred by reason of gross negligence
      or
      willful misconduct of such Indemnitee (as determined by a court of competent
      jurisdiction in a final and non-appealable decision)).  In no event
      shall the Pledgee be liable, in the absence of gross negligence or willful
      misconduct on its part, for any matter or thing in connection with this
      Agreement other than to account for monies actually received by it in accordance
      with the terms hereof.  If and to the extent that the obligations of
      any Pledgor under this Section 11 are unenforceable  for any reason,
      such Pledgor hereby agrees to make the maximum contribution to the payment
      and
      satisfaction of such obligations which is permissible under applicable
      law.

     

    12.  PLEDGEE
      NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER.  (a) Nothing herein
      shall be construed to make the Pledgee or any other Secured Creditor liable
      as a
      member of any limited liability company or as a partner of any partnership
      and
      neither the Pledgee nor any other Secured Creditor by virtue of this Agreement
      or otherwise (except as referred to in the following sentence) shall have any
      of
      the duties, obligations or liabilities of a member of any limited liability
      company or partnership.  The parties hereto expressly agree that,
      unless the Pledgee shall become the absolute owner of Collateral consisting
      of a
      Limited Liability Company Interest or Partnership Interest pursuant hereto,
      this
      Agreement shall not be construed as creating a partnership or joint venture
      among the Pledgee, any other Secured Creditor, any Pledgor and/or any other
      Person.

     

    (b)           Except
      as provided in the last sentence of paragraph (a) of this Section 12, the
      Pledgee, by accepting this Agreement, did not intend to become a member of
      any
      limited liability company or a partner of any partnership or otherwise be deemed
      to be a co-venturer with respect to any Pledgor, any limited liability company,
      partnership and/or any other Person either before or after an Event of Default
      shall have occurred.  The Pledgee shall have only those powers set
      forth herein and the Secured Creditors shall assume none of the duties,
      obligations or liabilities of a member of any limited liability company or
      as a
      partner of any partnership or any Pledgor except as provided in the last
      sentence of paragraph (a) of this Section 12.

     

    (c)           The
      Pledgee and the other Secured Creditors shall not be obligated to perform or
      discharge any obligation of any Pledgor as a result of the pledge hereby
      effected.

     

    (d)           The
      acceptance by the Pledgee of this Agreement, with all the rights, powers,
      privileges and authority so created, shall not at any time or in any event
      obligate the Pledgee or any other Secured Creditor to appear in or defend any
      action or proceeding relating to the Collateral to which it is not a party,
      or
      to take any action hereunder or thereunder, or to expend any money or incur
      any
      expenses or perform or discharge any obligation, duty or liability under the
      Collateral.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.  FURTHER
      ASSURANCES; POWER-OF-ATTORNEY.  (a)  Each Pledgor agrees
      that it will join with the Pledgee in executing and, at such Pledgor’s own
      expense, file and refile under the Uniform Commercial Code or other applicable
      law such financing statements, continuation statements and other documents
      in
      such offices as the Pledgee may deem reasonably necessary and wherever required
      by law in order to perfect and preserve the Pledgee’s security interest in the
      Collateral and hereby authorizes the Pledgee to file financing statements
      (including, without limitation, ‘all assets’ financing statements) and
      amendments thereto relative to all or any part of the Collateral without the
      signature of such Pledgor where permitted by law, and agrees to do such further
      acts and things and to execute and deliver to the Pledgee such additional
      convey­ances, assignments, agreements and instruments as the Pledgee may
      reasonably require or deem necessary to carry into effect the purposes of this
      Agreement or to further assure and confirm unto the Pledgee its rights, powers
      and remedies hereunder.

     

    (b)           Each
      Pledgor hereby appoints the Pledgee such Pledgor’s attorney-in-fact, with full
      authority in the place and stead of such Pledgor and in the name of such Pledgor
      or otherwise, to act from time to time solely after the occurrence and during
      the continuance of an Event of Default in the Pledgee’s reasonable discretion to
      take any action and to execute any instrument which the Pledgee may deem
      reasonably necessary or advisable to accomplish the purposes of this
      Agreement.

     

    14.  THE
      PLEDGEE AS AGENT.  The Pledgee will hold in accordance with this
      Agreement all items of the Collateral at any time received under this Agreement.
      It is expressly understood and agreed by each Secured Creditor that by accepting
      the benefits of this Agreement each such Secured Creditor acknowledges and
      agrees that the obligations of the Pledgee as holder of the Collateral and
      interests therein and with respect to the disposition thereof, and otherwise
      under this Agreement, are only those expressly set forth in this Agreement
      and
      in Section 12 of the Credit Agreement.  The Pledgee shall act
      hereunder on the terms and conditions set forth herein and in Section 13 of
      the
      Credit Agreement.

     

    15.
       TRANSFER BY THE PLEDGORS.  No Pledgor will sell or otherwise
      dispose of, grant any option with respect to, or mortgage, pledge or otherwise
      encumber any of the Collateral or any interest therein (except as may be
      permitted in accordance with the terms of the Secured Debt
      Agreements).

     

    16.  REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE PLEDGORS.  Each Pledgor represents,
      warrants and covenants that:

     

                   
      (i)it is the legal, beneficial
      and record owner of, and has good and marketable title to, all Collateral
      pledged by such Pledgor hereunder and that it has sufficient interest in all
      Collateral pledged by such Pledgor hereunder in which a security interest is
      purported to be created hereunder for such security interest to attach (subject,
      in each case, to no pledge, lien, mortgage, hypothecation, security interest,
      charge, option, Adverse Claim or other encumbrance whatsoever, except the liens
      and security interests created by this Agreement and Permitted
      Liens);

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                  (ii)it
      has the corporate, limited
      partnership or limited liability company power and authority, as the case may
      be, to pledge all the Collateral pledged by it pursuant to this
      Agreement;

     

                  (iii)this
      Agreement has been duly
      authorized, executed and delivered by such Pledgor and constitutes a legal,
      valid and binding obligation of such Pledgor enforceable against such Pledgor
      in
      accordance with its terms, except to the extent that the enforce­ability
      hereof may be limited by applicable bankruptcy, insolvency, reorganization,
      mora­torium or other similar laws generally affecting creditors’ rights and
      by equitable principles (regardless of whether enforcement is sought in equity
      or at law);

     

                  (iv)except
      to the extent already obtained
      or made, or, in the case of any filings or recordings of the Security Documents
      (other than the Vessel Mortgages) executed on or before the Initial Borrowing
      Date, to be made within 10 days of the Initial Borrowing Date, no consent of
      any
      other party (including, without limitation, any stockholder, partner, member
      or
      creditor of such Pledgor or any of its Subsidiaries) and no consent, license,
      permit, approval or authorization of, exemption by, notice or report to, or
      registration, filing or declaration with, any governmental authority is required
      to be obtained by such Pledgor in connection with (a) the execution, delivery
      or
      performance by such Pledgor of this Agreement, (b) the legality, validity,
      binding effect or enforceability of this Agreement, (c) the perfection or
      enforceability of the Pledgee’s security interest in the Collateral pledged by
      such Pledgor hereunder or (d) except for compliance with or as may be required
      by applicable securities laws, the exercise by the Pledgee of any of its rights
      or remedies provided herein;

     

                  (v)the
      execution, delivery and performance
      of this Agreement will not violate any provision of any applicable law or
      regulation or of any order, judgment, writ, award or decree of any court,
      arbitrator or governmental authority, U.S. or non-U.S., applicable to such
      Pledgor, or of the certificate or articles of incorporation, certificate of
      formation, operating agreement, limited liability company agreement, partnership
      agreement or by-laws of such Pledgor, as applicable, or of any securities issued
      by such Pledgor or any of its Subsidiaries, or of any mortgage, deed of trust,
      indenture, lease, loan agreement, credit agreement or other material contract,
      agree­ment or instrument or undertaking to which such Pledgor or any of its
      Subsidiaries is a party or which purports to be binding upon such Pledgor or
      any
      of its Subsidiaries or upon any of their respective assets and will not result
      in the creation or imposition of (or the obligation to create or impose) any
      lien or encumbrance on any of the assets of such Pledgor or any of its
      Subsidiaries which are Credit Parties, except as contemplated by this Agreement
      or the Credit Agreement;

     

                  (vi)all
      of the Collateral has been duly and
      validly issued and acquired, is fully paid and non-assessable and is subject
      to
      no options to purchase or similar rights;

     

                  (vii)the
      pledge and collateral assignment
      to, and possession by, the Pledgee of the Collateral pledged by such Pledgor
      hereunder consisting of Certificated Securities pursuant to this Agreement
      creates a valid and perfected first priority security interest in such


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Certificated
      Securities, and the proceeds thereof, subject to no prior Lien or to any
      agreement purporting to grant to any third party a Lien on the property or
      assets of such Pledgor which would include the Certificated Securities, except
      for Permitted Liens, and the Pledgee is entitled to all the rights, priorities
      and benefits afforded by the UCC or other relevant law as enacted in any
      relevant jurisdiction to perfect security interests in respect of such
      Collateral; and;

     

                  (viii)“control”
(as
      defined in Section
      8-106 of the UCC) has been obtained by the Pledgee over all Collateral pledged
      by such Pledgor hereunder consisting of Stock with respect to which such
“control” may be obtained pursuant to Section 8-106 of the UCC, and
“control” (as defined in Section 9-104 of the UCC) has been obtained
      by
      the Pledgee over all Operating Accounts with respect to which such
“control” may be obtained pursuant to Section 9-104 of the
      UCC.

     

    (b)           Each
      Pledgor covenants and agrees that it will defend the Pledgee’s right, title and
      security interest in and to the Collateral and the proceeds thereof against
      the
      claims and demands of all persons whomsoever; and each Pledgor covenants and
      agrees that it will have like title to and right to pledge any other property
      at
      any time hereafter pledged to the Pledgee as Collateral hereunder and will
      likewise defend the right thereto and security interest therein of the Pledgee
      and the Secured Creditors.

     

    17. 
      JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE; RECORDS.  The
      jurisdiction of organization of each Pledgor is specified in Annex A
      hereto.  The chief executive office of each Pledgor is located at the
      address specified in Annex F hereto.  Each Pledgor will not change the
      jurisdiction of its organization or move its chief executive office except
      to
      such new jurisdiction or location as such Pledgor may establish in accordance
      with the last sentence of this Section 17.  The originals of all
      documents in the possession of such Pledgor evidencing all Collateral, including
      but not limited to all Limited Liability Company Interests and Partnership
      Interests, and the only original books of account and records of such Pledgor
      relating thereto are, and will continue to be, kept at such chief executive
      office as specified in Annex F hereto, or at such new locations as such Pledgor
      may establish in accordance with the last sentence of this Section
      17.  All Limited Liability Company Interests and Partnership Interests
      are, and will continue to be, maintained at, and controlled and directed
      (including, without limitation, for general accounting purposes) from, such
      chief executive office as specified in Annex F hereto, or such new locations
      as
      such Pledgor may establish in accordance with the last sentence of this Section
      17.  No Pledgor shall establish a new jurisdiction of organization or
      a new location for such chief executive offices until (i) it shall have given
      to
      the Pledgee not less than 15 days’ prior written notice of its intention so to
      do, providing clear details of such new jurisdiction of organization or new
      location, as the case may be, and providing such other information in connection
      therewith as the Pledgee may reasonably request, and (ii) with respect to such
      new jurisdiction of organization or new location, as the case may be, it shall
      have taken all action, satisfactory to the Pledgee (and, to the extent
      applicable, in accordance with Section 3.2 hereof), to maintain the security
      interest of the Pledgee in the Collateral intended to be granted hereby at
      all
      times fully perfected and in full force and effect.  Promptly after
      establishing a new jurisdiction of organization or new location for such chief
      executive offices in accordance with the immediately preceding sentence, the
      respective Pledgor

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     shall
      deliver to the Pledgee a supplement to Annex A hereto or Annex F hereto, as
      the
      case may be, so as to cause such Annex A or F, as the case may be, to be
      complete and accurate.

     

    18. 
      PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC.  The obligations of each Pledgor
      under this Agreement shall be absolute and unconditional and shall remain in
      full force and effect without regard to, and shall not be released, suspended,
      discharged, terminated or otherwise affected by, any circumstance or occurrence
      whatsoever, including, without limitation:  (i) any renewal,
      extension, amendment or modification of or addition or supplement to or deletion
      from any Secured Debt Agreement or any other instrument or agreement referred
      to
      therein, or any assignment or transfer of any thereof; (ii) any waiver, consent,
      extension, indulgence or other action or inaction under or in respect of any
      such agreement or instrument including, without limitation, this Agreement;
      (iii) any furnishing of any additional security to the Pledgee or its assignee
      or any acceptance thereof or any release of any security by the Pledgee or
      its
      assignee; (iv) any limitation on any party’s liability or obligations under any
      such instrument or agreement or any invalidity or unenforceability, in whole
      or
      in part, of any such instrument or agreement or any term thereof; or (v) any
      bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
      liquidation or other like proceeding relating to any Pledgor or any Subsidiary
      of any Pledgor, or any action taken with respect to this Agreement by any
      trustee or receiver, or by any court, in any such proceeding, whether or not
      such Pledgor shall have notice or knowledge of any of the foregoing (it being
      understood and agreed that the enforcement hereof may be limited by applicable
      bankruptcy, insolvency, restructuring, moratorium or other similar laws
      generally affecting creditors’ rights and by equitable principles).

     

    19.  REGISTRATION,
      ETC.  If at any time when the Pledgee shall determine to exercise its
      right to sell all or any part of the Collateral consisting of Stock, Limited
      Liability Company Interests or Partnership Interests pursuant to Section 7
      hereof, and the Collateral or the part thereof to be sold shall not, for any
      reason whatsoever, be effectively registered under the Securities Act, as then
      in effect, the Pledgee may, in its sole and absolute discretion, sell such
      Collateral, as the case may be, or part thereof by private sale in such manner
      and under such circumstances as the Pledgee may deem necessary or advisable
      in
      order that such sale may legally be effected without such
      registration.  Without limiting the generality of the foregoing, in
      any such event the Pledgee, in its sole and absolute discretion (i) may proceed
      to make such private sale notwithstanding that a registration statement for
      the
      purpose of registering such Collateral or part thereof shall have been filed
      under such Securities Act, (ii) may approach and negotiate with a single
      possible purchaser to effect such sale, and (iii) may restrict such sale to
      a
      purchaser who will represent and agree that such purchaser is purchasing for
      its
      own account, for investment, and not with a view to the distribution or sale
      of
      such Collateral or part thereof.  In the event of any such sale, the
      Pledgee shall incur no responsibility or liability for selling all or any part
      of the Collateral at a price which the Pledgee, in its sole and absolute
      discretion, in good faith deems reasonable under the circum­stances,
      notwithstanding the possibility that a substantially higher price might be
      realized if the sale were deferred until after registration as
      aforesaid.

     

    20.  TERMINATION;
      RELEASE.  (a)  After the Termination Date, this Agreement
      and the security interest created hereby shall terminate (provided that all
      indemnities set forth herein including, without limitation, in Section 11 hereof
      shall survive any such termination), and the 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Pledgee,
      at the request and expense of any Pledgor, will as promptly as practicable
      (i)
      execute and deliver to such Pledgor a proper instrument or instruments
      acknowledging the satisfaction and termination of this Agreement, (ii) will
      duly
      assign, transfer and deliver to such Pledgor (without recourse and without
      any
      representation or warranty) such of the Collateral as has not theretofore been
      sold or otherwise applied or released pursuant to this Agreement or any other
      Credit Document, together with any monies at the time held by the Pledgee or
      any
      of its sub-agents hereunder and (iii) notify the deposit banks under the Control
      Agreements that such Control Agreements are terminated.  As used in
      this Agreement, “Termination Date” shall mean the date upon which the
      Total Commitment under the Credit Agreement has been terminated and all Interest
      Rate Protec­tion Agreements and Other Hedging Agreements applicable to Loans
      (and/or the Commitments) entered into with any Other Creditors have been
      terminated, no Note under the Credit Agreement is outstanding and all Loans
      thereunder have been repaid in full and all Obligations then due and payable
      have been paid in full.

     

    (b)           In
      the event that any part of the Collateral is sold in connection with a sale
      permitted by the Secured Debt Agreements (other than a sale to any Pledgor
      or
      any Subsidiary thereof) or is otherwise released with the consent of the
      Required Secured Creditors and the proceeds of such sale or sales or from such
      release are applied in accordance with the provisions of the Credit Agreement,
      to the extent required to be so applied, the Pledgee, at the request and expense
      of the respective Pledgor, will duly assign, transfer and deliver to such
      Pledgor (without recourse and without any representation or warranty) such
      of
      the Collateral (and releases therefor) as is then being (or has been) so sold
      or
      released and has not theretofore been released pursuant to this
      Agreement.

     

    (c)           At
      any time that a Pledgor desires that the Pledgee assign, transfer and deliver
      Collateral (and releases therefor) as provided in Section 20(a) or (b) hereof,
      it shall deliver to the Pledgee a certificate signed by a principal executive
      officer of such Pledgor stating that the release of the respective Collateral
      is
      permitted pursuant to such Section 20(a) or (b).

     

    (d)           The
      Pledgee shall have no liability whatsoever to any other Secured Creditor as
      a
      result of any release of Collateral by it in accordance with this Section
      20.

     

    21.  NOTICES,
      ETC.  Except as otherwise expressly provided herein, all notices and
      other communications provided for hereunder shall be in writing (including
      telexed, telegraphic or telecopier communication) and mailed, telexed,
      telecopied or delivered:  if to any Pledgor, at c/o Genco Ship
      Management LLC, as agent, 35 West 56th Street,
      New York,
      New York 10019, if to any Lender Creditor, at its address specified opposite
      its
      name on Schedule II to the Credit Agreement; and if to the Pledgee, at its
      Notice Office; and, as to each Other Creditor, at such other address as shall
      be
      designated by such Secured Creditor in a written notice to the Borrower and
      the
      Administrative Agent.  All such notices and communications shall, (i)
      when mailed, be effective three Business Days after being deposited in the
      mails, prepaid and properly addressed for delivery, (ii) when sent by overnight
      courier, be effective one Business Day after delivery to the overnight courier
      prepaid and properly addressed for delivery on such next Business Day, or (iii)
      when sent by telex or telecopier, be effective when sent by telex or telecopier,
      except that notices and

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    communications
      to the Pledgee or any Pledgor shall not be effective until received by the
      Pledgee or such Pledgor, as the case may be.

     

    22.  WAIVER;
      AMENDMENT.  None of the terms and conditions of this Agreement may be
      changed, waived, modified or varied in any manner whatsoever except in writing
      duly signed by each Pledgor directly affected thereby and the Pledgee (with
      the
      written consent of the Required Secured Creditors); provided, that any
      change, waiver, modification or variance affecting the rights and benefits
      of a
      single Class (as defined below) of Secured Creditors (and not all Secured
      Creditors in a like or similar manner) shall also require the written consent
      of
      the Requisite Creditors (as defined below) of such affected
      Class.  For the purpose of this Agreement, the term “Class”
shall mean each class of Secured Creditors, i.e., whether (i) the Lender
      Creditors as holders of the Credit Document Obligations or (ii) the Other
      Creditors as the holders of the Other Obligations. For the purpose of this
      Agreement, the term “Requisite Creditors” of any Class shall mean each of
      (i) with respect to the Credit Document Obligations, the Required Lenders and
      (ii) with respect to the Other Obligations, the holders of at least a majority
      of all obligations outstanding from time to time under the Interest Rate
      Protection Agreements and Other Hedging Agreements with respect to outstanding
      Loans (and/or the Commitments) from time to time.

     

    23.  MISCELLANEOUS.  This
      Agreement shall be binding upon the parties hereto and their respective
      successors and assigns and shall inure to the benefit of and be enforceable
      by
      each of the parties hereto and its successors and assigns, provided that no
      Pledgor may assign any of its rights or obligations under this Agreement except
      in accordance with the terms of the Secured Debt
      Agreements.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
      THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
      BY
      THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES
      (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW).  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHT TO A
      TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR THE TRANS­ACTIONS CONTEM­­PLATED
      HEREBY.  The headings in this Agreement are for purposes of
      reference only and shall not limit or define the meaning hereof.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an orig­inal, but all of which shall constitute one
      instrument.  In the event that any provision of this Agreement shall
      prove to be invalid or unenforce­able, such provision shall be deemed to be
      severable from the other provisions of this Agreement which shall remain binding
      on all parties hereto.

     

    24. 
      RECOURSE.  This Agreement is made with full recourse to the Pledgors
      and pursuant to and upon all the representations, warranties, covenants and
      agreements on the part of the Pledgors contained herein and in the other Credit
      Documents and otherwise in writing in connection herewith or
      therewith.

     

    25. 
      ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary of the
      Borrower that is required to become a party to this Agreement after the date
      hereof pursuant to the requirements of the Credit Agreement shall automatically
      become a Pledgor hereunder by (x) executing a counterpart hereof and/or a
      Subsidiary assumption agreement, in each case in form and

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     substance
      satisfactory to the Pledgee, (y) delivering supplements to Annexes A through
      F
      hereto as are necessary to cause such Annexes to be complete and accurate with
      respect to such additional Pledgor on such date and (z) taking all actions
      as
      specified in Section 3 of this Agreement as would have been taken by such
      Pledgor had it been an original party to this Agreement, in each case with
      all
      documents required above to be delivered to the Pledgee and with all actions
      required to be taken above to be taken to the reasonable satisfaction of the
      Pledgee.

     

    26. 
      RELEASE OF GUARANTORS.  In the event any Pledgor which is a Subsidiary
      of the Borrower is released from its obligations pursuant to the Subsidiaries
      Guaranty, such Pledgor (so long as not the Borrower) shall be released from
      this
      Agreement and this Agreement shall, as to such Pledgor only, have no further
      force or effect.

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, each Pledgor and the Pledgee have caused this Agreement to
      be
      executed by their duly elected officers duly authorized as of the date first
      above written.

     

    
      	
               

            	
              GENCO
                SHIPPING & TRADING LIMITED,

            


    

    
      	
               

            	
              as
                a Pledgor

            


    

     

    
      	
            	
              By:
                /s/ John Wobensmith

            	 


    

    
      	
               

            	
              Name:
                John Wobensmith

            


    

    
      	
               

            	
              Title:
                CFO

            


    

     

    
      	
               

            	
              GENCO
                AUGUSTUS LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

     

    
      
        	
              	
                By:
                  /s/ John Wobensmith

              	 


      

      
        	
                 

              	
                Name:
                  John Wobensmith

              


      

      
        	
                 

              	
                Title:
                  CFO

              


      

       

    

    
      	
               

            	
              GENCO
                CLAUDIUS LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

     

    
      
        	
              	
                By:
                  /s/ John Wobensmith

              	 


      

      
        	
                 

              	
                Name:
                  John Wobensmith

              


      

      
        	
                 

              	
                Title:
                  CFO

              


      

       

    

    
      	
               

            	
              GENCO
                COMMODUS LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

     

    
      
        	
              	
                By:
                  /s/ John Wobensmith

              	 


      

      
        	
                 

              	
                Name:
                  John Wobensmith

              


      

      
        	
                 

              	
                Title:
                  CFO

              


      

       

    

    
      	
               

            	
              GENCO
                CONSTANTINE LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

     

    
      
        	
              	
                By:
                  /s/ John Wobensmith

              	 


      

      
        	
                 

              	
                Name:
                  John Wobensmith

              


      

      
        	
                 

              	
                Title:
                  CFO

              


      

       

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               

            	
              GENCO
                HADRIAN LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

    
       

      
        	
              	
                By:
                  /s/ Robert Gerald Buchanan

              	 


      

      
        	
                 

              	
                Name: Robert
                  Gerald Buchanan

              


      

      
        	
                 

              	
                Title:
                  President

              


      

    

    


    
      	
               

            	
              GENCO
                LONDON LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

     

    
      
        
          	
                	
                  By:
                    /s/ Robert Gerald Buchanan

                	 


        

        
          	
                   

                	
                  Name: Robert
                    Gerald Buchanan

                


        

        
          	
                   

                	
                  Title:
                    President

                


        

      

       

    

    
      	
               

            	
              GENCO
                MAXIMUS LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

     

    
      
        
          	
                	
                  By:
                    /s/ Robert Gerald Buchanan

                	 


        

        
          	
                   

                	
                  Name: Robert
                    Gerald Buchanan

                


        

        
          	
                   

                	
                  Title:
                    President

                


        

      

       

    

    
      	
               

            	
              GENCO
                TIBERIUS LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

     

    
      
        
          	
                	
                  By:
                    /s/ Robert Gerald Buchanan

                	 


        

        
          	
                   

                	
                  Name: Robert
                    Gerald Buchanan

                


        

        
          	
                   

                	
                  Title:
                    President

                


        

      

       

    

    
      	
               

            	
              GENCO
                TITUS LIMITED

            


    

    
      	
               

            	
              as
                Pledgor

            


    

     

    
      
        
          	
                	
                  By:
                    /s/ Robert Gerald Buchanan

                	 


        

        
          	
                   

                	
                  Name: Robert
                    Gerald Buchanan

                


        

        
          	
                   

                	
                  Title:
                    President

                


        

      

       

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

            	
              Accepted
                and Agreed to:

            


    

     

     

    
      	
               

            	
              DNB
                NOR BANK ASA,

            


    

    
      	
            	
               

            	
              NEW
                YORK BRANCH,

            


    

    
      	
            	
               

            	
              as
                Pledgee

            


    

     

    
      	
            	
              By:
                /s/ Nikolai A. Nachamkin

            	 


    

    
      	
            	
               

            	
               Name:
                Nikolai A. Nachamkin

            


    

    
      	
            	
               

            	
               Title:
                Senior Vice President

            


    

     

    
      	
              By:
                /s/ Cathleen Buckley

            	 


    

    
      	
               

            	
              Name:
                Cathleen Buckley

            


    

    
      	
               

            	
              Title:
                Vice President

            


    

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ANNEX
      A

    to


    Pledge
      and Security Agreement

     

    


     

    EXACT
      LEGAL NAME OF EACH PLEDGOR AND JURISDICTION OF

    ORGANIZATION

     

    
      	
              Name
                of Pledgor

            	
              Jurisdiction
                of Organization

            	
              Organizational
                ID Number

            
	
              GENCO
                AUGUSTUS LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                CLAUDIUS LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                COMMODUS LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                CONSTANTINE LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                HADRIAN LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                LONDON LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                MAXIMUS LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                SHIPPING & TRADING LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                TIBERIUS LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            
	
              GENCO
                TITUS LIMITED

            	
              MARSHALL
                ISLANDS

            	
              N/A

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      ANNEX
        B

      to


      Pledge
        and Security Agreement

    

     

     

     

    


    LIST
      OF SUBSIDIARIES

    
 

    
      	
              Pledgor

            	
              Direct
                Subsidiaries

            
	
              I.  GENCO
                SHIPPING & TRADING LIMITED

            	
                                  GENCO
                AUGUSTUS LIMITED

            
	 	
                                  GENCO
                CLAUDIUS LIMITED

            
	 	
                                  GENCO
                COMMODUS LIMITED

            
	 	
                                  GENCO
                CONSTANTINE LIMITED

            
	 	
                                  GENCO
                HADRIAN LIMITED

            
	 	
                                  GENCO
                LONDON LIMITED

            
	 	
                                  GENCO
                MAXIMUS LIMITED

            
	 	
                                  GENCO
                TIBERIUS LIMITED

            
	 	
                                  GENCO
                TITUS LIMITED

            
	
              II.  All
                Other Pledgors

            	
                                  None

            


    

    


     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ANNEX
        C

      to


      Pledge
        and Security Agreement

    

     

     

    LIST
      OF STOCK

     

    


     

    


    
      	
              Name
                of Subsidiary

            	
              Percent
                (%)

              Ownership

            
	
              GENCO
                AUGUSTUS 

              LIMITED

               

            	
              100%

               

            
	
              GENCO
                CLAUDIUS 

              LIMITED

               

            	
              100%

               

            
	
              GENCO
                COMMODUS 

              LIMITED

               

            	
              100%

               

            
	
              GENCO
                CONSTANTINE

               LIMITED

               

            	
              100%

               

            
	
              GENCO
                HADRIAN 

              LIMITED

               

            	
              100%

               

            
	
              GENCO
                LONDON

              LIMITED

               

            	
              100%

               

            
	
              GENCO
                MAXIMUS 

              LIMITED

               

            	
              100%

               

            
	
              GENCO
                TIBERIUS 

              LIMITED

               

            	
              100%

               

            
	
              GENCO
                TITUS

              LIMITED

            	
              100%

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      ANNEX
        D

      to


      Pledge
        and Security Agreement

    

    


     

     

    LIST
      OF LIMITED LIABILITY COMPANY INTERESTS

     

    None.

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ANNEX
        E

      to


      Pledge
        and Security Agreement


    

     

    


     

    LIST
      OF PARTNERSHIP INTERESTS

     

     

    None.

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      ANNEX
        F

      to


      Pledge
        and Security Agreement

    

    
 

    LIST
      OF CHIEF EXECUTIVE OFFICES

    


    
      	
              Name
                of Pledgor

            	
              Address

            
	 	 	 
	
              GENCO
                AUGUSTUS LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                CLAUDIUS LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                COMMODUS LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                CONSTANTINE LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                HADRIAN LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                LONDON LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                MAXIMUS LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                SHIPPING & TRADING LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                TIBERIUS LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 
	 	 	 
	
              GENCO
                TITUS LIMITED

            	
              299
                Park Avenue

              New
                York, NY 10171-0002

            	 


    

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      ANNEX
        G

      to


      Pledge
        and Security Agreement


    

     

    Form
      of Agreement Regarding Uncertificated Securities, Limited
      Liability

    Company
      Interests and Partnership Interests

     

    AGREEMENT
      (as amended, modified or supplemented from time to time, this
“Agreement”), dated as of _______ __, ____, among the undersigned pledgor
      (the “Pledgor”), DNB NOR BANK ASA, New York Branch, not in its individual
      capacity but solely as collateral agent (the “Pledgee”), and __________,
      as the issuer of the Uncertificated Securities, Limited Liability Company
      Interests and/or Partnership Interests (each as defined below) (the
“Issuer”).

     

     

    W
      I T
      N E S S E T H :

     

    WHEREAS,
      the Pledgor, certain of its affiliates and the Pledgee have entered into a
      Pledge and Security Agreement, dated as of July 20, 2007 (as amended, amended
      and restated, modified or supplemented from time to time, the “Pledge
      Agreement”), under which, among other things, in order to secure the payment
      of the Obligations (as defined in the Pledge Agreement), the Pledgor will pledge
      to the Pledgee for the benefit of the Secured Creditors (as defined in the
      Pledge Agreement), and grant a first priority security interest in favor of
      the
      Pledgee for the benefit of the Secured Creditors in, all of the right, title
      and
      interest of the Pledgor in and to any and all (1) “uncertificated
      securities” (as defined in Section 8-102(a)(18) of the Uniform Commercial
      Code, as adopted in the State of New York) (“Uncertificated Securities”),
      (2)  Partnership Interests (as defined in the Pledge Agreement) and
      (3) Limited Liability Company Interests (as defined in the Pledge Agreement),
      in
      each case issued from time to time by the Issuer, whether now existing or
      hereafter from time to time acquired by the Pledgor (with all of such
      Uncertificated Securities, Partnership Interests and Limited Liability Company
      Interests being herein collectively called the “Issuer Pledged
      Interests”); and

     

    WHEREAS,
      the Pledgor desires the Issuer to enter into this Agreement in order to protect
      the security interest of the Pledgee under the Pledge Agreement in the Issuer
      Pledged Interests, to vest in the Pledgee control of the Issuer Pledge Interests
      and to provide for the rights of the parties under this Agreement;

     

    NOW
      THEREFORE, in consideration of the premises and the mutual promises and
      agreements contained herein, and for other valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto hereby
      agree as follows:

     

    1.  The
      Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer
      hereby agrees, to comply with any and all instructions and orders originated
      by
      the Pledgee (and its successors and assigns) regarding any and all of the Issuer
      Pledged Interests without the further consent by the registered owner (including
      the Pledgor), and, after receiving a notice from the Pledgee stating that an
      “Event of Default” has occurred and is continuing, not to comply with any
      instructions or orders regarding any or all of the Issuer Pledged Interests
      

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ANNEX
      G

    Page
      2

     

    originated
      by any person or entity other than the Pledgee (and its successors and assigns)
      or a court of competent jurisdiction.

     

    2.  The
      Issuer hereby certifies that (i) no notice of any security interest, lien or
      other encumbrance or claim affecting the Issuer Pledged Interests (other than
      the security interest of the Pledgee) has been received by it, and (ii) the
      security interest of the Pledgee in the Issuer Pledged Interests has been
      registered in the books and records of the Issuer.

     

    3.  The
      Issuer hereby represents and warrants that (i) the pledge by the Pledgor of,
      and
      the granting by the Pledgor of a security interest in, the Issuer Pledged
      Interests to the Pledgee, for the benefit of the Secured Creditors, does not
      violate the charter, by-laws, partner­ship agreement, membership agreement
      or any other agreement governing the Issuer or the Issuer Pledged Interests,
      and
      (ii) the Issuer Pledged Interests are fully paid and nonassessable.

     

    4.  All
      notices, statements of accounts, reports, prospectuses, financial statements
      and
      other communications to be sent to the Pledgor by the Issuer in respect of
      the
      Issuer will also be sent to the Pledgee at the following address:

     

    DnB
      Nor
      Bank ASA,

         New
      York Branch

    200
      Park
      Avenue, 31st
      Floor

    New
      York,
      New York 10166-0396

    Attn:  Nikolai
      Nachamkin

    Telephone:  212-681-3863

    Facsimile:   212-681-3900

     

    5.  Until
      the Pledgee shall have delivered written notice to the Issuer that all of the
      Obligations have been paid in full and this Agreement is terminated, the Issuer
      will, upon receiving notice from the Pledgee stating that an “Event of
      Default” has occurred and is continuing, send any and all redemptions,
      distributions, interest or other payments in respect of the Issuer Pledged
      Interests from the Issuer for the account of the Pledgor only by wire transfers
      to such account as the Pledgee shall instruct.

     

    6.  Except
      as expressly provided otherwise in Sections 4 and 5, all notices, shall be
      sent
      or delivered by mail, telegraph, telex, telecopy, cable or overnight courier
      service and all such notices and communications shall, when mailed, telegraphed,
      telexed, telecopied, or cabled or sent by overnight courier, be effective when
      deposited in the mails, delivered to the telegraph company, cable company or
      courier, as the case may be, or sent by telex or telecopier, except that notices
      and communications to the Pledgee, the Pledgor or the Issuer shall not be
      effective until received by the Pledgee, the Pledgor or the Issuer, as the
      case
      may be.  All notices and other communications shall be in writ­ing
      and addressed as follows:

     

    (a)           if
      to any Pledgor, at:

     

    c/o
      Genco
      Ship Management LLC,

    35
      West
      56th
      Street

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      ANNEX
        G

      Page
        3

    

     

     

    New
      York,
      NY 10019

    Attention:  John
      Wobensmith

    Telephone
      No.:  646-443-8555

    Telecopier
      No.:  646-552-4052

    


    with
      copies to:

    Seward
      & Kissel LLP

    One
      Battery Park Plaza

    New
      York,
      New York 10004

    Attention:
      Lawrence Rutkowski

    Telephone
      No.: 212-574-1200

    Telecopier
      No.: 212-480-8421

     

    (b)           if
      to the Pledgee, at:

     

    DnB
      Nor
      Bank ASA,

         New
      York Branch

    200
      Park
      Avenue, 31st
      Floor

    New
      York,
      New York 10166-0396

    Attn:  Nikolai
      Nachamkin

     

    Telephone:  212-681-3863

    Facsimile:   212-681-3900

     

    (c)           if
      to the Issuer, at:

     

    ________________________

    ________________________

    ________________________

     

    or
      at
      such other address as shall have been furnished in writing by any Person
      described above to the party required to give notice hereunder.

     

    7.  This
      Agreement shall be binding upon the successors and assigns of the Pledgor and
      the Issuer and shall inure to the benefit of and be enforceable by the Pledgee
      and its successors and assigns.  This Agreement may be executed in any
      number of counterparts, each of which shall be an original, but all of which
      shall constitute one instrument.  In the event that any provision of
      this Agreement shall prove to be invalid or unenforceable, such provision shall
      be deemed to be severable from the other provisions of this Agreement which
      shall remain binding on all parties hereto.  None of the terms and
      conditions of this Agreement may be changed, waived, modified or varied in
      the
      manner whatsoever except in writing signed by the Pledgee, the Issuer and the
      Pledgor.

     

    8.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to its principles of conflict of laws (other
      than Title 14 of Articles 5 of the New York General Obligations
      Law.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     
      
      ANNEX
        G

      Page
        4

       

       

    

     

    IN
      WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer have caused this
      Agreement to be executed by their duly elected officers duly authorized as
      of
      the date first above written.

     

    [______________________],

    as
      Pledgor

     

    By_____________________________

    Name:

    Title:

     

                                    DNB
      NOR BANK ASA, NEW
      YORK BRANCH,

                                    not
      in its individual
      capacity but solely as Pledgee

     

    By_____________________________

    Name:

    Title:

     

    By_____________________________

    Name:

    Title:

     

    


    [________________________],

    the
      Issuer

     

    By_____________________________

    Name:

    Title:

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     
      ANNEX
        H

      to

      Pledge
        and Security Agreement

    

    


     

    Form
      of Control Agreement Regarding Deposit Accounts

    


    


    CONTROL
      AGREEMENT REGARDING DEPOSIT ACCOUNTS (as amended, modified or supplemented
      from
      time to time, this “Agreement”), dated as of _______ __, ____, among the
      undersigned assignor (the “Assignor”), DNB NOR BANK ASA, New York Branch,
      not in its individual capacity but solely as Collateral Agent (the
“Collateral Agent”) and NORDEA BANK FINLAND, PLC, New York Branch, as the
      deposit account bank (the “Deposit Account Bank”), as the bank (as
      defined in Section 9-102 of the UCC as in effect on the date hereof in the
      State
      of _______________ (the “UCC”)) with which one or more deposit accounts
      (as defined in Section 9-102 of the UCC) are maintained by the Assignor (with
      all such deposit accounts now or at any time in the future maintained by the
      Assignor with the Deposit Account Bank being herein called the “Deposit
      Accounts”).

     

     

    W
      I T
      N E S S E T H :

     

    WHEREAS,
      the Assignor, various other Assignors and the Collateral Agent have entered
      into
      a Pledge and Security Agreement, dated as of July 20, 2007 (as amended, amended
      and restated, modified or supplemented from time to time, the “Pledge and
      Security Agreement”), under which, among other things, in order to secure
      the payment of the Obligations (as defined in the Pledge and Security
      Agreement), the Assignor has granted a first priority security interest to
      the
      Collateral Agent for the benefit of the Secured Creditors (as defined in the
      Pledge and Security Agreement) in all of the right, title and interest of the
      Assignor in and into any and all deposit accounts (as defined in Section 9-102
      of the UCC) and in all monies, securities, instruments and other investments
      deposited therein from time to time (collectively, herein called the
“Collateral”); and

     

    WHEREAS,
      the Assignor desires that the Deposit Account Bank enter into this Agreement
      in
      order to establish “control” (as defined in Section 9-104 of the UCC) in
      each Deposit Account at any time or from time to time maintained with the
      Deposit Account Bank, and to provide for the rights of the parties under this
      Agreement with respect to such Deposit Accounts;

     

    NOW
      THEREFORE, in consideration of the premises and the mutual promises and
      agreements contained herein, and for other valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the parties hereto hereby
      agree as follows:

     

    1.           Assignor’s
      Dealings with Deposit Accounts; Notice of Exclusive Control. Until the
      Deposit Account Bank shall have received from the Collateral Agent a Notice
      of
      Exclusive Control (as defined below), the Assignor shall be entitled to present
      items drawn on and otherwise to withdraw or direct the disposition of funds
      from
      the Deposit Accounts and give instructions in respect of the Deposit Accounts;
      provided, however, that the Assignor may not, 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      H

    Page
      2

     

     

     

    and
      the
      Deposit Account Bank agrees that it shall not permit the Assignor to, without
      the Collateral Agent’s prior written consent, close any Deposit
      Account.  If upon the occurrence and during the continuance of an
      Event of Default (as defined in the Pledge and Security Agreement) the
      Collateral Agent shall give to the Deposit Account Bank a notice of the
      Collateral Agent’s exclusive control of the Deposit Accounts, which notice
      states that it is a “Notice of Exclusive Control” (a “Notice of Exclusive
      Control”), only the Collateral Agent shall be entitled to withdraw funds
      from the Deposit Accounts, to give any instructions in respect of the Deposit
      Accounts and any funds held therein or credited thereto or otherwise to deal
      with the Deposit Accounts.

     

    2.           Collateral
      Agent’s Right to Give Instructions as to Deposit
      Accounts.  (a)  Notwithstanding the foregoing or any
      separate agreement that the Assignor may have with the Deposit Account Bank,
      the
      Collateral Agent shall be entitled, following the occurrence and during the
      continuance of an Event of Default for purposes of this Agreement, at any time
      to give the Deposit Account Bank instructions as to the withdrawal or
      disposition of any funds from time to time credited to any Deposit Account,
      or
      as to any other matters relating to any Deposit Account or any other Collateral,
      without further consent from the Assignor.  The Assignor hereby
      irrevocably authorizes and instructs the Deposit Account Bank, and the Deposit
      Account Bank hereby agrees, to comply with any such instructions from the
      Collateral Agent without any further consent from the Assignor.  Such
      instructions may include the giving of stop payment orders for any items being
      presented to any Deposit Account for payment.  The Deposit Account
      Bank shall be fully entitled to rely on, and shall comply with,  such
      instructions from the Collateral Agent even if such instructions are contrary
      to
      any instructions or demands that the Assignor may give to the Deposit Account
      Bank.  In case of any conflict between instructions received by the
      Deposit Account Bank from the Collateral Agent and the Assignor, the
      instructions from the Collateral Agent shall prevail.

     

    (b)           It
      is understood and agreed that the Deposit Account Bank’s duty to comply with
      instructions from the Collateral Agent regarding the Deposit Accounts is
      absolute, and the Deposit Account Bank shall be under no duty or obligation,
      nor
      shall it have the authority, to inquire or determine whether or not such
      instructions are in accordance with the Pledge and Security Agreement or any
      other Credit Document (as defined in the Pledge and Security Agreement), nor
      seek confirmation thereof from the Assignor or any other Person.

     

    3.           Assignor’s
      Exculpation and Indemnification of Depository Bank.  The Assignor
      hereby irrevocably authorizes and instructs the Deposit Account Bank to follow
      instructions from the Collateral Agent regarding the Deposit Accounts even
      if
      the result of following such instructions from the Collateral Agent is that
      the
      Deposit Account Bank dishonors items presented for payment from any Deposit
      Account.  The Assignor further confirms that the Deposit Account Bank
      shall have no liability to the Assignor for wrongful dishonor of such items
      in
      following such instructions from the Collateral Agent.  The Deposit
      Account Bank shall have no duty to inquire or determine whether the Assignor’s
      obligations to the Collateral Agent are in default or whether the Collateral
      Agent is entitled, under any separate agreement between the Assignor and the
      Collateral Agent, to give any such instructions.  The Assignor further
      agrees to be responsible for the Deposit Account Bank’s customary charges and


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ANNEX
        H

      Page
        3

    

     

     

    to
      indemnify the Deposit Account Bank from and to hold the Deposit Account Bank
      harmless against any loss, cost or expense that the Deposit Account Bank may
      sustain or incur in acting upon instructions which the Deposit Account Bank
      believes in good faith to be instructions from the Collateral Agent excluding
      any loss, cost or expense to the extent incurred as a direct result of the
      gross
      negligence or willful misconduct of the Deposit Account Bank.

     

    4.           Subordination
      of Security Interests; Deposit Account Bank’s Recourse to Deposit
      Accounts.  The Deposit Account Bank hereby subordinates any claims
      and security interests it may have against, or with respect to, any Deposit
      Account at any time established or maintained with it by the Assignor (including
      any amounts, investments, instruments or other Collateral from time to time
      on
      deposit therein) to the security interests of the Collateral Agent (for the
      benefit of the Secured Creditors) therein, and agrees that no amounts shall
      be
      charged by it to, or withheld or set-off or otherwise recouped by it from,
      any
      Deposit Account of the Assignor or any amounts, investments, instruments or
      other Collateral from time to time on deposit therein; provided that the Deposit
      Account Bank may, however, from time to time debit the Deposit Accounts for
      any
      of its customary charges in maintaining the Deposit Accounts or for
      reimbursement for the reversal of any provisional credits granted by the Deposit
      Account Bank to any Deposit Account, to the extent, in each case, that the
      Assignor has not separately paid or reimbursed the Deposit Account Bank
      therefor.

     

    5.           Representations,
      Warranties and Covenants of Deposit Account Bank.  The Deposit
      Account Bank represents and warrants to the Collateral Agent that:

     

    (a)           The
      Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of
      the UCC), that the jurisdiction (determined in accordance with Section 9-304
      of
      the UCC) of the Deposit Account Bank for purposes of each Deposit Account
      maintained by the Assignor with the Deposit Account Bank shall be one or more
      States within the United States.

     

    (b)           The
      Deposit Account Bank shall not permit any Assignor to establish any demand,
      time, savings, passbook or other account with it which does not constitute
      a
“deposit account” (as defined in Section 9-102 of the UCC).

     

    (c)  The
      account agreements between the Deposit Account Bank and the Assignor relating
      to
      the establishment and general operation of the Deposit Accounts provide, whether
      specifically or generally, that the laws of New York govern secured transactions
      relating to the Deposit Accounts and that the Deposit Account Bank’s
“jurisdiction” for purposes of Section 9-304 of the UCC in respect of the
      Deposit Accounts is New York.  The Deposit Account Bank will not,
      without the Collateral Agent’s prior written consent, amend any such account
      agreement so that the Deposit Account Bank’s jurisdiction for purposes of
      Section 9-304 of the UCC is other than a jurisdiction permitted pursuant to
      preceding clause (a).  All account agreements in respect of each
      Deposit Account in existence on the date hereof are listed on Annex A hereto
      and
      copies of all such account agreements have been furnished to the Collateral
      Agent.  The Deposit Account Bank will promptly furnish to the
      Collateral Agent a copy of the account agreement for each Deposit Account
      hereafter established by the Deposit Account Bank for the Assignor.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     
      ANNEX
        H

      Page
        4

    

     

     

    (d)           The
      Deposit Account Bank has not entered and will not enter, into any agree­ment
      with any other Person by which the Deposit Account Bank is obligated to comply
      with instructions from such other Person as to the disposition of funds from
      any
      Deposit Account or other dealings with any Deposit Account or other of the
      Collateral.

     

    (e)           On
      the date hereof the Deposit Account Bank maintains no Deposit Accounts for
      the
      Assignor other than the Deposit Accounts specifically identified in Annex A
      hereto.

     

    (f)           Any
      items or funds received by the Deposit Account Bank for the Assignor’s account
      will be credited to said Deposit Accounts specified in paragraph (e) above
      or to
      any other Deposit Accounts hereafter established by the Deposit Account Bank
      for
      the Assignor in accordance with this Agreement.

     

    (g)           The
      Deposit Account Bank will promptly notify the Collateral Agent of each Deposit
      Account hereafter established by the Deposit Account Bank for the Assignor
      (which notice shall specify the account number of such Deposit Account and
      the
      location at which the Deposit Account is maintained), and each such new Deposit
      Account shall be subject to the terms of this Agreement in all
      respects.

     

    6.           Deposit
      Account Statements and Information.  The Deposit Account Bank
      agrees, and is hereby authorized and instructed by the Assignor, to furnish
      to
      the Collateral Agent, at its address indicated below, copies of all account
      statements and other information relating to each Deposit Account that the
      Deposit Account Bank sends to the Assignor and to disclose to the Collateral
      Agent all information requested by the Collateral Agent regarding any Deposit
      Account.

     

    7.           Conflicting
      Agreements.  This Agreement shall have control over any
      conflicting agreement between the Deposit Account Bank and the
      Assignor.

     

    8.           Merger
      or Consolidation of Deposit Account Bank.  Without the execution
      or filing of any paper or any further act on the part of any of the parties
      hereto, any bank into which the Deposit Account Bank may be merged or with
      which
      it may be consolidated, or any bank resulting from any merger to which the
      Deposit Account Bank shall be a party, shall be the successor of the Deposit
      Account Bank hereunder and shall be bound by all provisions hereof which are
      binding upon the Deposit Account Bank and shall be deemed to affirm as to itself
      all representations and warranties of the Deposit Account Bank contained
      herein.

     

    9.           Notices.  (a)  All
      notices and other communications provided for in this Agreement shall be in
      writing (including facsimile) and sent to the intended recipient at its address
      or telex or facsimile number set forth below:

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     
      
      ANNEX
        H

      Page
        5

    

     

     

     

    If
      to
      the Collateral Agent, at:

     

    DnB
      Nor
      Bank ASA,

         New
      York Branch

    200
      Park
      Avenue, 31st
      Floor

    New
      York,
      New York 10166-0396

    Attn:  Nikolai
      Nechamkin

    Telephone:  212-681-3863

    Facsimile:   212-681-3900


     

     

    If
      to
      the Assignor, at:

     

    ____________

    ____________

    ____________

    


     

    If
      to
      the Deposit Account Bank, at:

     

    Nordea
      Bank Finland, Plc,

         New
      York Branch

    437
      Madison Avenue

    21st
      Floor

    New
      York,
      New York 10022

    Attention:  Hans
      Chr. Kjelsrud

    Telephone:  (212)
      318 9634

    Facsimile:   (212)
      421 4420

    


     

     

    or,
      as to
      any party, to such other address or telex or facsimile number as such party
      may
      designate from time to time by notice to the other parties.

     

    (b)           Except
      as otherwise provided herein, all notices and other communications hereunder
      shall be delivered by hand or by commercial overnight courier (delivery charges
      prepaid), or mailed, postage prepaid, or telexed or faxed, addressed as
      aforesaid, and shall be effective (i) three business days after being deposited
      in the mail (if mailed), (ii) when delivered (if delivered by hand or courier)
      and (iii) or when transmitted with receipt confirmed (if telexed or faxed);
      provided that notices to the Collateral Agent shall not be effective
      until actually received by it.

     

    10.           Amendment.  This
      Agreement may not be amended, modified or supplemented except in writing
      executed and delivered by all the parties hereto.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     
      ANNEX
        H

      Page
        6

    

     

     

    11.           Binding
      Agreement.  This Agreement shall bind the parties hereto and their
      successors and assign and shall inure to the benefit of the parties hereto
      and
      their successors and assigns.  Without limiting the provisions of the
      immediately preceding sentence, the Collateral Agent at any time or from time
      to
      time may designate in writing to the Deposit Account Bank a successor Collateral
      Agent (at such time, if any, as such entity becomes the Collateral Agent under
      the Pledge and Security Agreement, or at any time thereafter) who shall
      thereafter succeed to the rights of the existing Collateral Agent hereunder
      and
      shall be entitled to all of the rights and benefits provided
      hereunder.

     

    12.           Continuing
      Obligations.  The rights and powers granted herein to the
      Collateral Agent have been granted in order to protect and further perfect
      its
      security interests in the Deposit Accounts and other Collateral and are powers
      coupled with an interest and will be affected neither by any purported
      revocation by the Assignor of this Agreement or the rights granted to the
      Collateral Agent hereunder or by the bankruptcy, insolvency, conservatorship
      or
      receivership of the Assignor or the Deposit Account Bank or by the lapse of
      time.  The rights of the Collateral Agent hereunder and in respect of
      the Deposit Accounts and the other Collateral, and the obligations of the
      Assignor and Deposit Account Bank hereunder, shall continue in effect until
      the
      security interests of Collateral Agent in the Deposit Accounts and such other
      Collateral have been terminated and the Collateral Agent has notified the
      Deposit Account Bank of such termination in writing.

     

    13.           Governing
      Law.   This Agreement shall be governed by and construed in
      accordance with the laws of the State of New York.

     

    14.           Counterparts.     
      This Agreement may be executed in any number of counterparts, all of which
      shall
      constitute one and the same instrument, and any party hereto may execute this
      Agreement by signing and delivering one or more counterparts.

     

    15.           Termination.       
      This Agreement and the security interest created hereby shall terminate on
      the
      date on which the Collateral Agent shall have given the Deposit Account Bank
      written notice that this Agreement shall have terminated.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      ANNEX
        H

      Page
        7

    

     

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed and delivered this
      Agreement as of the date first written above.

     

    
      	
               

            	
              Assignor:

            


    

     

    


    
      	 	[NAME
              OF ASSIGNOR] 


      	 	 


      	
               

            	
              By:______________________

            


    

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

     

    
      	 	Collateral
              Agent: 


      	 	 


      	
               

            	
              DNB
                NOR BANK ASA, NEW YORK BRANCH,

            


    

     

    
      	
               

            	
              as
                Collateral Agent

            


    

     

    
      	
               

            	
              By:______________________

            


    

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

    


     

    
      	
               

            	
              By:______________________

            


    

    
      	
               

            	
              Name:

            


    

    
      	
               

            	
              Title:

            


    

     

    
      	
               

            	
              Deposit
                Account Bank:

            


    

     

    
      	
               

            	
              NORDEA
                BANK FINLAND PLC, NEW YORK BRANCH, as Deposit Account
                Bank

            


    

     

    
      	
               

            	
              By:
                ______________________

            


      	 	Name: 


      	 	Title: 


       

    

    
      
        	
                 

              	
                By:
                  ______________________

              


        	 	Name: 


        	 	Title: 


         

      

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
               

            	
              Annex
                I

            


    

     

    Operating
      Accounts

     

    
      	
                              Assignor

            	
              Account
                Number