exv10w17






Exhibit 10.17




 

 






AMENDMENT NO. 1




TO




FIRST PREFERRED FLEET MORTGAGE




— on —




Each of the Vessels listed on Schedule 1 attached hereto




RIGDON MARINE CORPORATION,

as Owner

10111 Richmond Ave, Suite 340

Houston, Texas

United States of America

Facsimile: 713 963 0541

Attention: Quintin V. Kneen




to




DVB BANK NV,

as Security Trustee,

as Mortgagee




 

 






July 1, 2008




 









 








SYNOPSIS OF AMENDMENT NO. 1 TO FIRST PREFERRED FLEET MORTGAGE




	 	 	 
	Names and Official
	 	See attached Schedule 1
	Numbers of the Vessels:
	 	 
	 
	 	 
	Type of Instrument:
	 	Amendment to First Preferred Fleet Mortgage, dated December 28, 2005, and filed on December 28, 2005 at 07:35 AM and recorded in Batch Number 440967, Document ID 4707368, as supplemented by Supplement to First Preferred Fleet Mortgage, dated May 9, 2007, and filed on May 14, 2007 at 11:10 AM and recorded in Batch Number 587745, Document ID 7150027
	 
	 	 
	Date of Instrument:
	 	July 1, 2008
	 
	 	 
	Name of Owner/Mortgagor
	 	Rigdon Marine Corporation
	(Percentage of
each Vessel owned):
	 	(100%)
	 
	 	 
	Address of Owner/Mortgagor:
	 	10111 Richmond Ave, Suite 340
	 
	 	Houston, Texas
	 
	 	United States of America
	 
	 	Facsimile: 713 963 0541
	 
	 	Attention: Quintin V. Kneen
	 
	 	 
	Name of Mortgagee:
	 	DVB Bank NV
	 
	 	 
	Address of Mortgagee:
	 	Parklaan 2
	 
	 	3016 BB Rotterdam
	 
	 	The Netherlands
	 
	 	 
	Total amount of Mortgage:
	 	U.S.$249,500,000 (exclusive of
interest, expenses and fees)






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          THIS AMENDMENT NO. 1 TO FIRST PREFERRED FLEET MORTGAGE (the “Amendment”) is made and given
this 1st day of July, 2008, by and between RIGDON MARINE CORPORATION, a corporation incorporated
under the laws of the State of Delaware, with offices at 10111 Richmond Ave, Suite 340, Houston,
Texas (the “Owner”) and DVB BANK NV, a bank incorporated under the laws of the Netherlands with
offices at Parklaan 2, 3016 BB Rotterdam, the Netherlands, as Security Trustee (the “Mortgagee”).




WHEREAS:




          A. The Owner is the sole owner of each of the vessels listed on Schedule 1 attached hereto and
made a part hereof (the “Vessels” and each a “Vessel”); and




          B. Pursuant to that certain Senior Secured Credit Facility Agreement dated as December 28,
2005, as amended by Amendment No. 1 thereto (“Amendment No. 1”) dated as of February 28, 2006 and
Amendment No. 2 thereto (“Amendment No. 2”) dated as of May 9, 2007 (as so amended by Amendment No.
1 and Amendment No. 2, the “Credit Facility Agreement”), by and among (1) the Owner, as Borrower,
(2) the banks and financial institutions identified as the signature pages thereto, as lenders (the
“Lenders”), and (3) DVB BANK NV, as facility agent for the Lenders (in such capacity, the “Facility
Agent”) and security trustee for the Lenders (in such capacity, the “Security Trustee” and together
with the Facility Agent and the Lenders, the “Creditors”), the Owner granted the Mortgagee that
certain First Preferred Fleet Mortgage, dated December 28, 2005 and filed at the National Vessel
Documentation Center on December 28, 2005 at 07:35 AM and recorded in Batch Number 440967, Document
ID 4707368, as supplemented by Supplement to First Preferred Fleet Mortgage, dated May 9, 2007, and
filed at the National Vessel Documentation Center on May 14, 2007 at 11:10 AM and recorded in Batch
Number 587745, Document ID 7150027 (the “Mortgage”), on the Vessels, which Mortgage remains in full
force and effect as of the date hereof; and




          C. Pursuant to that certain Amendment No. 3 to the Credit Facility Agreement, dated as of July
1, 2008 (“Amendment No. 3”), by and among, inter alios, (i) the Borrower, as borrower, (ii) the
Lenders and (iii) the Mortgagee, as facility agent and as security trustee, the parties have each
agreed, inter alia, to shorten the term of the Facility (as defined in the Credit
Agreement) such that the Facility will come due on June 30, 2010; and




          D. The Mortgage, as amended by this Amendment, is supplemental to the Credit Facility
Agreement, the Note and the other Security Documents and the security thereby created; and




          NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Mortgagor and the Mortgagee
hereby agree as follows:




          1. Definitions. Unless otherwise defined herein, terms defined in the Credit Facility
Agreement (as amended by Amendment No. 3, the “Amended Credit Agreement”) shall have the same
meaning when used herein.




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          2. Grant of Mortgage. In order to secure the repayment of the Facility and the
payment of interest thereon and all other sums of moneys from time to time owing to the Mortgagee
under the Amended Credit Agreement, the Note and the Security Documents and the performance and
observance of and compliance with all the covenants, terms and conditions contained in this
Mortgage and the Amended Credit Agreement, the Note and the other Security Documents, the Owner has
granted, conveyed, mortgaged, pledged, set over and confirmed and does by these presents grant,
convey, mortgage, pledge, set over and confirm unto the Mortgagee, its successors, assigns and
transferees, the whole of the Vessels; TO HAVE AND TO HOLD
the same unto the Mortgagee, its successors and assigns, forever, upon the terms set forth in the
Mortgage, as amended hereby, for the enforcement of the payment of the Obligations (as defined in
the Mortgage) and to secure the performance and observance of and compliance with the covenants,
terms and conditions contained in the Mortgage, as amended hereby



PROVIDED, ONLY, and the conditions of these presents are such that, if the Owner and/or its
successors or assigns shall pay or cause to be paid to the Mortgagee, its respective successors and
assigns, the Obligations (as defined in the Mortgage) as and when the same shall become due and
payable in accordance with the terms of the Mortgage, as amended hereby, the Amended Credit
Agreement, the Note and the other Security Documents and shall perform, observe and comply with all
and singular of the covenants, terms and conditions in this Mortgage, as amended hereby, the
Amended Credit Agreement, the Note and the other Security Documents contained to be performed,
observed or complied with by and on the part of the Owner or its successors or assigns, all without
delay or fraud and according to the true intent and meaning hereof and thereof, then, these
presents and the rights of the Mortgagee under the Mortgage (as amended hereby) shall cease and
determine and, in such event, the Mortgagee agrees by accepting the Mortgage (as amended hereby),
at the expense of the Owner, to execute all such documents as the Owner may reasonably require to
discharge the Mortgage (as amended herby) under the laws of the United States of America; otherwise
to be and remain in full force and effect.




          3. Amendments to Mortgage.





     (a) Exhibit A, attached hereto, being the form of an unexecuted copy of
Amendment No. 3, shall amend and supplement the Credit Facility Agreement attached
to the original Mortgage;




     (b) The term “this Mortgage” or “the Mortgage” as used in the Mortgage shall be
read and construed as references to the Mortgage, as amended hereby; and




     (c) The term “Credit Facility Agreement” as used in the Mortgage shall be read
and construed as a reference to the Credit Facility Agreement as amended by
Amendment No. 1, Amendment No. 2 and Amendment No. 3;



          4. Filing with NVDC. This Amendment shall be recorded with the National Vessel
Documentation Center, at the expense of the Owner, and the Owner will cause to be placed on board
each of the Vessels a duly certified copy of this Amendment.




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          5. Recording of Amendment. For the purpose of recording this Amendment the total
amount of the Mortgage is Two Hundred Forty-Nine Million Five Hundred Thousand Dollars
(U.S.$249,500,000) (exclusive of interest, expenses and fees) of which $224,000,000 comprises the
Loan and $25,500,000 comprises the Swap Liabilities and interest and performance of mortgage
covenants. The discharge amount is the same as the total amount and there is no separate discharge
amount for the Vessels. It is not intended that the Mortgage shall include property other than the
Vessels, and it shall not include property other than the Vessels as the term “vessel” is used in
Subsection (c)(2) of Section 31322 of Title 46 United States Code, as amended. Notwithstanding the
foregoing, for property other than the Vessels, if any should be determined to be covered by the
Mortgage, the discharge amount is zero point zero one percent (0.01%) of the total amount.




          6. Other Terms Remain Unchanged. The Mortgage shall be deemed amended to the extent
necessary to give effect to the foregoing. All other terms and provisions of the Mortgage shall
remain unchanged and all of the terms and provisions of the Mortgage, as amended by this Amendment,
shall be deemed incorporated herein with the same effect as though set forth at length in this
Amendment.




          7. Counterparts. This Amendment may be executed in as many counterparts as may be
deemed necessary or convenient, and by the different parties hereto on separate counterparts each
of which, when so executed, shall be deemed to be an original but all such counterparts shall
constitute but one and the same agreement.




          8. Headings. In this Amendment, Section headings are inserted for convenience of
reference only and shall be ignored in the interpretation of this Amendment.





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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their respective duly authorized officers or attorneys-in-fact on the date first above written.




	 	 	 	 	 
	 	OWNER:

RIGDON MARINE CORPORATION

 	 
	 	By:  	/s/ Bruce Streeter
 	 
	 	 	Name:  	Bruce Streeter 	 
	 	 	Title:  	Chairman & CEO 	 
	 
	 	MORTGAGOR:

DVB BANK NV,

as Security Trustee

 	 
	 	By:  	/s/  Matthew Cooley
 	 
	 	 	Name:  	Matthew Cooley 	 
	 	 	Title:  	Attorney-in-Fact