exv10w22






Exhibit
10.22
 




 

 








ASSIGNMENT OF

SECOND PREFERRED FLEET MORTGAGE




BOURBON CAPITAL U.S.A., INC.

as Assignor




TO

DVB BANK NV,

as Security Trustee

as Assignee




Dated as of July 1, 2008




 

 


in respect of each of the Vessels listed in Schedule 1 hereto
















 





SYNOPSIS OF ASSIGNMENT

OF SECOND PREFERRED FLEET MORTGAGE




	 	 	 
	Names and Official

Numbers of Vessels:

	 	See attached Schedule 1
	 
	 	 
	Type of Instrument:

	 	Assignment of Second Preferred Fleet Mortgage, dated December 28, 2005 in favor of the
Assignor and filed with the United States Coast Guard National Vessel Documentation Center
(the “NVDC”) on December 28, 2005 at 04:35 PM and recorded in Batch Number 441505, Document ID
4712027, as supplemented by Supplement Nos. 1, 2, 3, 4, 5, 6 and 7 to Second Preferred Fleet
Mortgage, dated August 20, 2007, October 22, 2007, November 30, 2007, December 18, 2007,
February 26, 2008, February 29, 2008 and June 27, 2008, respectively, each in favor of the
Assignor and filed with the NVDC on August 22, 2007, November 14, 2007, December 12, 2007,
December 20, 2007, February 29, 2008, May 1, 2008 and June 30, 2008, respectively, at 04:14
PM, 01:00 PM, 03:40 PM, 02:20 PM, 01:15 PM, 04:45 PM and 12:00 PM respectively.
	 
	 	 
	Date of Instrument

(Date of Execution):

	 	July 1, 2008
	 
	 	 
	Name of Mortgage Assignor

(Interest in Mortgage):

	 	Bourbon Capital U.S.A., Inc. (100%)
	 
	 	 
	Address of Mortgage Assignor:

	 	6620 Riverside Drive, Suite 100

Metairie, LA 70003
	 
	 	 
	Name of Owner/Mortgagor

(Percentage of Vessels Owned):

	 	Rigdon Marine Corporation (100%)
	 
	 	 
	Address of Owner/Mortgagor:

	 	10111 Richmond Avenue, Suite 340

Houston, TX 77042
	 
	 	 
	Name of Mortgage Assignee, as

security trustee for the Lenders

(Interest in Mortgage):

	 	DVB Bank NV, as security trustee (100%)
	 
	 	 
	Address of Assignee:

	 	Parklaan 2

3016 BB Rotterdam

The Netherlands
	 
	 	 
	Amount of Mortgage:

	 	$90,000,000 (exclusive of interest, fees and expenses)






 









 






          THIS ASSIGNMENT OF SECOND PREFERRED FLEET MORTGAGE (this “Fleet Assignment”) is made and given
as of the 1st day of July, 2008, between BOURBON CAPITAL U.S.A., INC., a corporation organized and
existing under the laws of the State of Delaware, with offices at 6620 Riverside Drive, Suite 100,
Metairie, LA 70003, United States of America, (the “Assignor”), in favor of DVB BANK NV, a bank
incorporated under the laws of the Kingdom of the Netherlands, with offices at Paarklan 2, 3016 BB
Rotterdam, the Netherlands (the “Assignee”), as assignee. Unless otherwise defined herein, terms
defined in the Amended Loan Agreement (as hereinafter defined) shall have the same meaning when
used herein.




          WHEREAS:




          A. Rigdon Marine Corporation, corporation organized and existing under the laws of the State
of Delaware, with offices at 815 Walker Street, Suite 1001, Houston, Texas, 77002, United States of
America (the “Owner”), has heretofore executed and delivered a Second Preferred Fleet Mortgage,
dated December 28, 2005 in favor of the Assignor and filed with the United States Coast Guard
National Vessel Documentation Center (“NVDC”) on December 28, 2005 at 04:35 PM and recorded in
Batch Number 441505, Document ID 4712027, as supplemented by Supplement Nos. 1, 2, 3, 4, 5, 6 and 7
to Second Preferred Fleet Mortgage, dated August 20, 2007, October 22, 2007, November 30, 2007,
December 18, 2007, February 26, 2008, February 29, 2008 and June 27, 2008, respectively, each in
favor of the Assignor and filed with the NVDC on August 22, 2007, November 14, 2007, December 12,
2007, December 20, 2007, February 29, 2008, May 1, 2008 and June 30, 2008, respectively, at 04:14
PM, 01:00 PM, 03:40 PM, 02:20 PM, 01:15 PM, 04:45 PM and 12:00 PM, respectively, (the “Fleet
Mortgage”), covering the whole of each of the vessels listed on Schedule 1 attached hereto
and made a part hereof (the “Vessels” and each a “Vessel”), each Vessel being registered and
documented in the name of the Owner under laws and flag of the United States of America.




          B. The Fleet Mortgage was given to secure the payment and performance by the Owner of its
obligations under that certain Loan Agreement dated December 28, 2005 (the “Original Loan
Agreement”) by and between the Assignor and the Owner;




          C. Pursuant to an assignment, assumption, amendment and restatement of loan agreement (the
“Amended Loan Agreement”), dated as of July 1, 2008, made by and among (i) the Assignor, (ii) the
Owner, (iii) the banks and financial institutions listed on Schedule 1 of the Amended Loan
Agreement, as lenders (together with any bank or financial institution which becomes a Lender
pursuant to Article 10 of the Amended Loan Agreement (the “Lenders”)) and (iv) the Assignee, as
security trustee and as facility agent, which Amended Loan Agreement represents, among other
things, an amendment, restatement, renewal, extension and modification of the Original Loan
Agreement, the Assignor transferred and assigned all of its right, title and interest in, to and
under the Original Loan Agreement, the Original Note (as defined in the Amended Loan Agreement) and
the Original Security Documents (as defined in the Original Loan Agreement) to each of the Lenders;




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          D. Pursuant to Article 15 of the Amended Loan Agreement, each of the Lenders has appointed the
Assignor as facility agent and security trustee on their behalf with regard to, inter
alia, the security conferred on such Lenders pursuant to, the Amended Loan Agreement, the
Note and the Security Documents.




          E. The Assignor desires to assign and transfer its right, title and interest in the Fleet
Mortgage to the Assignee, and Assignee desires to assume all of Assignor’s right, title, interest
and obligations arising under the Fleet Mortgage.




               NOW, THEREFORE, in consideration of the premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor
hereby sells, assigns, transfers and sets over unto the Assignor, as security trustee, its
successors and assigns, all of its right, title and interest in and to the Fleet Mortgage,
including, without limitation, all of the Assignor’s right, title and interest, powers,
remedies and privileges under the Fleet Mortgage, including all claims for damages arising
out of any breach of the terms of the Fleet Mortgage and all moneys and claims for moneys
due and to become due from the Owner under and pursuant to the terms of the Fleet Mortgage,
and Assignee hereby assumes all of Assignor’s right, title, interest and obligations
arising under the Fleet Mortgage, TO HAVE AND TO HOLD the same unto the Assignee, as
security trustee, its successors and assigns, to the sole and only proper use of the
Assignee, as security trustee, its successors and assigns.



          This Assignment shall be recorded at NVDC, 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
Assignment.




          Owner hereby consents to the assignment of the Fleet Mortgage and the assumption
thereof by the Assignee.




[Signature Page Follows]




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




	 	 	 	 	 
	 	ASSIGNOR:



BOURBON CAPITAL U.S.A., INC.

 	 
	 	By:  	/s/ Richard D. Childers
 	 
	 	 	Name:  	Richard D. Childers 	 
	 	 	Title:  	President 	 
	 
	 	ASSIGNEE:



DVB BANK NV, as Security Trustee

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



RIGDON MARINE CORPORATION

 	 
	 	By:  	/s/ Bruce A. Streeter
 	 
	 	 	Name:  	Bruce A. Streeter 	 
	 	 	Title:  	Chairman and CEO