exv10w13









Exhibit 10.13



EXECUTION VERSION




 

 








AMENDMENT NO. 2




TO




SENIOR SECURED CREDIT FACILITY AGREEMENT




dated December 28, 2005




made among




RIGDON MARINE CORPORATION




by




DVB BANK NV,

as Underwriter, Arranger, Book Manager, Facility Agent and Security Trustee,




DVB BANK AG,

as Swap Bank,




and




and the Banks, Financial Institutions and Persons

identified on Schedule 1 to the Original Agreement, as Lenders




 

 






May 9, 2007





 











 






AMENDMENT NO. 2 SENIOR SECURED CREDIT FACILITY AGREEMENT




          THIS AMENDMENT NO. 2 TO SENIOR SECURED CREDIT FACILITY AGREEMENT (this “Amendment”) is made as
of the 9TH day of May, 2007 by and among (1) RIGDON MARINE CORPORATION, a corporation
incorporated under the laws of the State of Delaware (the “Borrower”), (2) the banks and financial
institutions as are listed on the signature pages hereto (together with their respective successors
and assigns, the “Lenders”), (3) DVB BANK AG, as swap bank (the “Swap Bank”) and (4) DVB BANK NV
(“DVB”), as underwriter, arranger, book manager and facility agent for the Lenders (in such
capacity, the “Facility Agent”) and security trustee for the Lenders and the Swap Bank (in such
capacity, the “Security Trustee”), and amends and is supplemental to that Senior Secured Credit
Facility Agreement dated as of December 28, 2005, as amended by Amendment No. 1 thereto dated as of
February 28, 2006 (the “Original Agreement”) made by and among the Borrower, the Lenders, the
Facility Agent and the Security Trustee.




WITNESSETH THAT:




          WHEREAS, pursuant to the Original Agreement, the Lenders made available to the Borrower a
secured term loan in the principal amount of up to US$170,000,000 (the “Original Facility”) in two
tranches, Tranche A Facility and Tranche B Facility, for the purposes described in Section 3.1
thereof;




          WHEREAS, the current aggregate outstanding principal of the Original Facility is US$83,120,000
and the committed but undrawn portion of the Original Facility is $75,000,000;




          WHEREAS, the Borrower, the Lenders, the Swap Bank, the Security Trustee and the Facility Agent
now desire to amend the Original Agreement to reflect the change in swap bank from DVB to the Swap
Bank;




          WHEREAS, Rigdon Marine Holdings, L.L.C., formerly known as Rigdon Marine, L.L.C. (“RMLLC”),
has entered into agreements with the builders set forth on the attached Annex A (the “New Vessels
Builders”) for the construction of eight (8) new crew boats and/or F.S.I.V.’s (the “New Vessels”),
each as described in the attached Annex A;




          WHEREAS, RMLLC has agreed to assign to the Borrower the Construction Contracts for the Vessel
with the New Vessels Builders;




          WHEREAS, the Borrower has requested that (1) an additional amount of up to $54,000,000
(“Tranche C”) be made available to it for the purpose of financing the acquisition of the New
Vessels in an amount equal to the lesser of (a) 100% of the delivered cost of the New Vessels, as
set forth on the attached Annex A or (b) 100% of the Fair Market Value of the New Vessels at
delivery and (2) the Lenders amend the Original Agreement to permit the Borrower to borrow Tranche
C;




          WHEREAS, the Lenders have agreed to (1) advance Tranche C to the Borrower by making a new
tranche available to the Borrower pursuant to the terms and conditions hereof



 









 






and (2) amend Section 9.2(j) to permit the Borrower to use corporate funds to purchase the New
Vessels;




          WHEREAS, the Borrower is in the process of negotiating the terms of a subscription agreement
(the “LLC Transaction”) with Bourbon Offshore Holding, SAS and Jackson Offshore LLC, a company
organized and existing under the laws of the State of Louisiana (“Jackson”), to be owned 24.5% by
Bourbon Offshore Holdings, SAS, 24.5% by the Borrower and 51% by Lee Jackson , for the purpose of
acquiring and operating one crew boat with the objective of acquiring up to five (5) crew boats
(the “Crew Boats”);




          WHEREAS, the Borrower estimates that the maximum total investment by Jackson may be
approximately $35,000,000 and the Borrower anticipates that its equity contribution in the LLC
Transaction may be approximately $3,000,000.00 (the “LLC Transaction Funds”), depending on the
final design chosen for the Crew Boats, and on future potential acquisition of Vessels by Jackson,
and the Borrower anticipates that its initial equity contribution in the LLC Transaction will be
approximately $300,000.00;




          WHEREAS, the Original Agreement restricts the ability of the Borrower to (1) pay out any funds
to any company or person except as set forth in Section 9.2(j) of the Original Agreement and (2)
make any Restricted Payments or Restricted Investments, other than as set forth in Section 9.2(l)
of the Original Agreement




          WHEREAS, the Borrower has requested that the Lenders amend the Original Agreement to permit
the Borrower to enter into the LLC Transaction and to contribute, if the Borrower so chooses, the
LLC Transaction Funds;




          WHEREAS, the Lenders have agreed to amend Sections 9.2(j) and 9.2(l) of the Original Agreement
to permit the Borrower to enter into the LLC Transaction and to contribute, at the Borrower’s
choosing, the LLC Transaction Funds in an amount not to exceed $3,000,000.00;




          WHEREAS, the Borrower has also requested that the Lenders (1) amend the definitions of
“Consolidated Total Assets”, “Consolidated Net Earnings”, “Consolidated Net Worth” and “Funded
Debt” in Section 1.1 of the Original Agreement to exclude the Borrower’s net exposure under
Interest Rate Agreements until such time as the Borrower’s position(s) under Interest Rate
Agreements are liquidated and (2) reduce the Applicable Margin by 25 basis points to 1.25% per
annum;




          WHEREAS, the Lenders have agreed to (1) revise Section 1.1 of the Original Agreement to
exclude the Borrower’s net exposure under Interest Rate Agreements in the definitions of
“Consolidated Total Assets”, “Consolidated Net Earnings”, “Consolidated Net Worth” and “Funded
Debt” until such time as the Borrower’s position(s) under Interest Rate Agreements are liquidated
and (2) reduce the Applicable Margin by 25 basis points to 1.25% per annum; and




          WHEREAS, as consideration for the advancement of Tranche C and as additional security for the
obligations of the Borrower with respect to the Original Facility and Tranche C, the Borrower and
the Lenders have agreed (1) to amend and restate the Note to increase the



2









 






amount of the Note to $224,000,000, (2) to amend the Mortgages to increase the total amount of
the mortgages from $195,500,000, of which $170,000,000 comprises the Loan and $25,500,000 comprises
the Swap Liabilities, to $249,500,000, (3) to amend and restate the Assignment of Earnings and
Assignment of Insurances; (4) that the Borrower shall grant in favor of the Security Trustee, on
behalf of the Lenders, an assignment of each of the New Vessels Builder’s warranties with respect
to each of the New Vessels (the “New Vessels Builder’s Warranties Assignments”), (5) that the
Borrower shall obtain the consent and agreement of the Subordinated Lender to the increase in the
amount of the Facility and the acknowledgment by the Subordinated Lender that it shall have no
security interest relating to the New Vessels, in form and substance satisfactory to the Lenders in
their sole discretion (the “Subordinated Lender Consent”), (6) Section 9.4 of the Original
Agreement, the “Asset Maintenance” clause, shall remain as provided for in the Original Agreement
and (7) that all of the Vessels, including the New Vessels, shall secure the obligations of the
Borrower under Original Agreement, as amended hereby, the Note and each of the Security Documents
including the obligation of the Borrower to repay the amount of the Original Facility and Tranche C
in full, together with accrued but unpaid interest and any other amounts owing by the Borrower to
the Facility Agent, the Security Trustee or any Lender pursuant to the Agreement, the Note or any
Security Document;




          NOW, THEREFORE, in consideration of the premises and such other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by the parties, it is
hereby agreed as follows:




          1. Definitions. Unless otherwise defined herein, words and expressions defined in the
Original Agreement have the same meanings when used herein, including in the recitals hereto.




          2. Representations and Warranties. The Borrower hereby reaffirms, as of the date
hereof, each and every representation and warranty made thereby in the Original Agreement, the Note
and the other Security Documents (updated mutatis mutandis).




          3. No Defaults. The Borrower hereby represents and warrants that as of the date
hereof there exists no Event of Default or any condition which, with the giving of notice or
passage of time, or both, would constitute an Event of Default.




          4. Performance of Covenants. The Borrower hereby reaffirms that it has duly performed
and observed the covenants and undertakings set forth in the Original Agreement, the Note and the
other Security Documents, on its part to be performed, and the Borrower covenants and undertakes to
continue duly to perform and observe such covenants and undertakings, as amended hereby, so long as
the Original Agreement, as the same is amended hereby and may hereafter be amended or supplemented,
shall remain in effect.




          5. Amendment to the Original Agreement. Subject to the terms and conditions of this
Amendment, the Original Agreement is hereby amended and supplemented as follows:




3









 









	 	(a)	 	all references to “this Agreement” shall be deemed to refer to
the Original Agreement as amended hereby;
	 
	 	(b)	 	In each place where DVB is identified in the Original Agreement
as the “swap bank”, DVB Bank AG shall be substituted in place thereof.
	 
	 	(c)	 	In each place where Rigdon Marine, L.L.C., or “RMCLLC” is
referred to in the Original Agreement, Rigdon Marine Holdings, L.L.C. or
“RMLLC” shall be substituted in place thereof.
	 
	 	(d)	 	Section 1.1 is hereby amended as follows:






	 	(i)	 	the definition of “Applicable Margin” shall be
replaced in its entirety with the following:
	 
	 	 	 	“means 1.25% per annum;”
	 
	 	(ii)	 	the definition of “Builder” shall be deleted
and replaced in its entirety with the following:
	 
	 	 	 	““Builder(s)” means Bollinger Shipyards Lockport, L.L.C. or either of
the New Vessels Builders as defined in this Section 1.1;”
	 
	 	(iii)	 	the definition of “Consolidated Net Earnings”
shall be amended to replace the “and” prior to “(ii)” with a comma and
insert at the end thereof the following:
	 
	 	 	 	“and (iii) the Borrower’s net exposure under Interest Rate Agreements
until such time as the Borrower’s position(s) under any Interest Rate
Agreements are liquidated”
	 
	 	(iv)	 	the definition of “Consolidated Net Worth”
shall be amended to insert, following “GAAP” the following:
	 
	 	 	 	“excluding the Borrower’s net exposure under Interest Rate Agreements
until such time as the Borrower’s position(s) under any Interest Rate
Agreements are liquidated”
	 
	 	(v)	 	the definition of “Consolidated Total Assets”
shall be amended to insert, following “Subsidiaries” and prior to
“determined” the following:
	 
	 	 	 	”, excluding the Borrower’s net exposure under Interest Rate
Agreements until such time as the Borrower’s position(s) under any
Interest Rate Agreements are liquidated,”




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	 	(vi)	 	the definition of “Crew Boat(s)” shall be inserted as follows:
	 
	 	 	 	“shall mean the crew boat, or up to five crew boats, to be acquired
pursuant to the LLC Transaction;”
	 
	 	(vii)	 	the definition of “Facility” shall be replaced
in its entirety with the following:
	 
	 	 	 	“means the credit facility of up to $224,000,000, to be made
available by the Lenders to the Borrower hereunder pursuant to
Section 3 in three tranches in the maximum aggregate principal amount
equal to the lesser of (i) with respect to Tranche A, $95,000,000 or
seventy percent (70%) of the Fair Market Value of the Pre-Existing
Vessels, (ii) with respect to Tranche B, $75,000,000 or seventy
percent (70%) of the Fair Market Value of the GPA 654 Vessels and
(iii) with respect to Tranche C, (a) $54,000,000, (b) 100% of the
delivered cost of the New Vessels, as set forth on Schedule 2 hereto
or (c) 100% of the Fair Market Value of the New Vessels at delivery;”
	 
	 	(viii)	 	the definition of “Funded Debt” shall be amended to replace the “and”
prior to “(iii)” with a comma and insert, following the “(iii) the
Subordinated Mortgage Debt” the following:
	 
	 	 	 	“and (iv) the Borrower’s net exposure under Interest Rate Agreements
until such time as the Borrower’s position(s) under any Interest Rate
Agreements are liquidated”
	 
	 	(ix)	 	the definition of “LLC Transaction” shall be inserted as follows:
“shall mean that certain transaction among the Borrower, Bourbon
Offshore Holdings, LLC, SAS and Lee Jackson with respect to their
investments in Jackson Offshore LLC, a company organized and existing
under the laws of Louisiana (“Jackson”), to be owned 24.5% by the
Borrower, 24.5% by Bourbon Offshore Holdings, SAS and 51% by Lee
Jackson, for the purpose of acquiring and operating the Crew Boats;”
	 
	 	(x)	 	the definition of “LLC Transaction Funds” shall
be inserted as follows:
	 
	 	 	 	“shall mean the Borrower’s equity contribution in LLC Transaction in
an amount not to exceed $3,000,000.00, provided,
however, that such amount shall be invested by the Borrower
on a pro rata basis with the total investments made by all investors
in connection with the LLC Transaction and the total investments made
by all investors with respect to each Crew Boat purchase




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	 	 	 	shall be on a pro rata basis with the total investments of Jackson (as such term
is used in the definition of “LLC Transaction”);”
	 
	 	(xi)	 	the definition of “Mortgages” shall be revised
by inserting “, as amended,” after the word “mortgages” and before the
word “on”;
	 
	 	(xii)	 	the definition of “New Vessels” shall be
inserted as follows:
	 
	 	 	 	“means those Vessels listed on Schedule 2 under the heading New
Vessels, provided, however, that the Borrower may
request permission from the Lenders to substitute up to two (2) of
the Vessels listed on Schedule 2, such consent of each of the Lenders
to be at the sole discretion of each of the Lenders”;
	 
	 	(xiii)	 	the definition of “New Vessels Building Contract(s)” shall be
inserted as follows:
	 
	 	 	 	“means (i) those certain Vessel Construction Contracts for the
Construction of seven (7) New Vessels (Hull Numbers 83, 84, 91, 93,
94, 97 and 98) dated October 20, 2005 for Hull 83, dated April 4,
2006 for Hull 84, and dated August 22, 2006 for Hulls 91, 93, 94, 97,
and 98 between C & G Boatworks, Inc. and Rigdon Marine Holdings,
L.L.C. and (ii) that certain Vessel Construction Contract for the
construction of one (1) New Vessel (Hull Number 314) dated November
1, 2005 between Midship Marine, Inc. and Rigdon Marine Holdings,
L.L.C.;”
	 
	 	(xiv)	 	the definition of “New Vessels Builders” shall
be inserted as follows:
	 
	 	 	 	“means each of Midship Marine, Inc. and C & G Boatworks, Inc.;”
	 
	 	(xv)	 	the definition of “New Vessels Builder’s
Warranties Assignments” shall be inserted as follows:
	 
	 	 	 	“means the assignment(s) in respect of the post-delivery warranties
and guarantees from the New Vessels Builders to the Borrower
contained in the New Vessels Building Contracts, to be executed by
the Borrower in favor of the Security Trustee pursuant to Section
4.2A(b) substantially in the form set out in Exhibit G;”
	 
	 	(xvi)	 	the definition of “Note” set forth in Section
1.1 shall be replaced in its entirety as follows:
	 
	 	 	 	“means the amended and restated promissory note executed by the
Borrower to the order of the Facility Agent pursuant to Section




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	 	 	 	4.1(b), to evidence the Facility, substantially in the form set out
in Exhibit A;”
	 
	 	(xvii)	 	the definition of “Tranche C” shall be inserted as follows:
	 
	 	 	 	“means the tranche to be made available by the Lenders to the
Borrower hereunder pursuant to Section 3.1(c) in up to eight (8)
advances, one per New Vessel, in the maximum aggregate principal
amount of Fifty-Four Million Dollars ($54,000,000.00) but in no event
shall any advance be greater than 100% of the delivered cost of the
relevant New Vessel, as set forth on Schedule 2 hereto, or 100% of
the Fair Market Value of the relevant New Vessel at delivery,
provided, however, that the Lenders shall not be
required to make an Advance of Tranche C after June 30, 2009;”
	 
	 	(xviii)	 	the definition of “Tranche C Final Payment” shall be inserted as
follows:
	 
	 	 	 	“means the balloon payment of $28,375,772 or such other amount as may
be necessary to repay Tranche C on the Tranche C Final Payment Date
as a consequence of, inter alia, changed delivery dates of the New
Vessels, together with accrued but unpaid interest and any other
amounts owing by the Borrower to the Facility Agent, the Security
Trustee or any Lender pursuant to this Credit Facility Agreement as
amended hereby, the Note or any Security Document;”
	 
	 	(xix)	 	the definition of “Tranche C Final Payment
Date” shall be inserted as follows:
	 
	 	 	 	“shall mean the date which is forty two (42) months from the final
Advance of Tranche C, but in no event later than the Tranche A Final
Payment Date;”






	 	(e)	 	Section 3.1 shall be replaced in its entirety with the
following:






	 	“3.1	 	 Availability. Subject to the terms and
conditions hereof, each of the Lenders agrees severally and not
jointly, in the proportion of its Commitment hereunder, to make the
Facility available to the Borrower in three tranches as follows:






	 	(a)	 	Tranche A: a term loan in an
aggregate principal amount equal to the lesser of $95,000,000 or
seventy percent (70%) of the Fair Market Value of the
Pre-Existing Vessels, solely for the purpose of partially
refinancing the Pre-existing Vessels;




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	 	(b)	 	Tranche B: a term loan facility
in an aggregate principal amount equal to the lesser of
$75,000,000 or seventy percent (70%) of the Fair Market Value of
the GPA 654 Vessels, solely for the purpose of partially
financing the
delivery installments and acquisition costs each of the GPA
654 Vessels;
	 
	 	(c)	 	Tranche C: a term loan facility
in the aggregate principal amount equal to the lesser of (i)
$54,000,000, (ii) 100% of the delivered cost of the New Vessels,
as set forth on Schedule 2 hereto or (iii) 100% of the Fair
Market Value of the New Vessels at delivery, for the purpose of
partially financing the acquisition costs of each of the New
Vessels;”






	 	(f)	 	Section 4.2(c) shall be amended to add “or the New Vessel”
immediately following “the GPA 654 Vessel”;
	 
	 	(g)	 	Section 4 shall be amended to add a new Section 4.2A as
follows:






	 	“4.2A 	 	 Conditions Precedent to the Effectiveness
of Amendment No. 2. The effectiveness of Amendment No. 2 to this
Credit Facility Agreement and the obligation of the Lenders to make an
Advance available to the Borrower under Tranche C shall be expressly
subject to the following conditions precedent:






	 	(a)	 	Note. The Borrower shall
have duly executed and delivered the Note.
	 
	 	(b)	 	Additional Security
Documents. The Borrower shall have duly executed and
delivered to the Facility Agent:






	 	(i)	 	an amendment to
the Mortgage;
	 
	 	(ii)	 	an amended and
restated Earnings Assignment with respect to each
Vessel;
	 
	 	(iii)	 	an amended and
restated Insurances Assignment with respect to each
Vessel;
	 
	 	(iv)	 	the New Vessels
Builder’s Warranties Assignments;
	 
	 	(v)	 	the Assignment
Notices with respect to the above-indicated Insurances
Assignment, Earnings Assignments and the New Vessels
Builder’s Warranties Assignments;
	 
	 	(vi)	 	the Subordinated
Lender Consent; and




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	 	(vii)	 	Uniform
Commercial Code Financing Statements for filing with the
State of Delaware and in such other jurisdictions as the
Facility Agent may reasonably require.






	 	(c)	 	New Vessels Building
Contracts. The Facility Agent shall have received copies of
all New Vessels Building Contracts relating to the New Vessels,
and contracts with third party suppliers of material components
of the New Vessels certified as true and complete by an officer
of the Borrower, which contracts shall be satisfactory to the
Facility Agent and its counsel;
	 
	 	(d)	 	Compliance Certificate.
The Facility Agent shall have received a Compliance Certificate
with respect to the most recently ended fiscal quarter; and
	 
	 	(e)	 	Legal Opinions. The
Facility Agent, on behalf of the Agents and the Lenders, shall
have received legal opinions addressed to the Facility Agent
from (i) Lugenbuhl, Wheaton, Peck, Rankin and Hubbard, counsel
for the Borrower and (ii) Seward & Kissel LLP, special counsel
to the Agents and Lenders, in each case in such form as the
Facility Agent may require, as well as such other legal opinions
as the Facility Agent shall have required as to all or any
matters under the laws of the United States of America and the
State of New York.”






	 	(h)	 	Section 5.1 is hereby amended as follows:






	 	(i)	 	Section 5.1(a) shall be amended by deleting the
“and” at the end thereof;
	 
	 	(ii)	 	Section 5.1(b) shall be amended by replacing
the period at the end thereof and replacing it with “; and”; and
	 
	 	(iii)	 	Section 5.1(c) shall be inserted as follows:
	 
	 	 	 	“each Advance made under Tranche C shall be repaid in consecutive
monthly installments, commencing on the last day of the first full
month after the Drawdown Date for such Advance, each payment to be in
the principal amount as set forth on Schedule 2 hereto,
provided, however, that if the amount drawn down in
connection with the delivery of a New Vessel is less than 100% of the
delivered cost of such New Vessel, as set forth on as set forth on
Schedule 2 hereto, the respective installment amount and the Tranche
C Final Payment (as defined below) will be




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	 	 	 	reduced pro rata. The
last such monthly installment shall be made on the Tranche C Final
Payment Date together with the Tranche C Final Payment (as defined
below). The payment dates for each Advance of Tranche C shall be
consolidated with Tranche A and Tranche B, on a per Vessel basis, at
the end of the month following
the final Tranche C Drawdown Date. The Borrower shall reimburse the
Lenders for any and all costs or expenses incurred by any Lender in
connection with any breaking of funding (as certified by such Lender,
which certification shall, absent any manifest error, be conclusive
and binding on the Borrower) as a consequence of such consolidation
or otherwise.






	 	(i)	 	Section 9.2 is hereby amended as follows:






	 	(i)	 	Section 9.2(b) shall be amended by adding the
following at the end thereof:
	 
	 	 	 	“, other than by entering into LLC Transaction”
	 
	 	(ii)	 	Section 9.2(j) shall be amended to replace the
“and” prior to “(ii)” with a comma and insert, following the “other
than the Facility)” the following:
	 
	 	 	 	“(iii) the purchase of the New Vessels and (iv) the payment of the
LLC Transaction Funds in connection with the LLC Transaction;”
	 
	 	(iii)	 	Section 9.2(l) shall be revised as follows:






	 	(a)	 	in the second line after
“Investments”, insert “, other than the LLC Transaction or
payment of the LLC Transaction Funds”; and
	 
	 	(b)	 	in the seventh line, replace the
phrase “until January 31, 2008 or until such time as all of the
GPA 654 Vessels” with “, the LLC Transaction or payment of the
LLC Transaction Funds until July 31, 2009 or until such time as
all of the GPA 654 and the New Vessels”;






	 	(i)	 	Schedule 2 (Vessels) shall be amended by adding “Section C: The
New Vessels”, as attached hereto in Annex A;
	 
	 	(j)	 	Exhibit A, Form of Note, shall be replaced in its entirety with
Exhibit A, Form of Amended and Restated Note, as attached hereto as Exhibit A;





          6. Consent to Acquisition of the New Vessels. Subject to the satisfaction of all
other conditions set forth in the Original Agreement and this Amendment and provided that



10









 






no Event
of Default shall have occurred and be continuing, the Lenders hereby consent to the acquisition by
the Borrower of the New Vessels.




          7. LLC Transaction. Subject to the satisfaction of all other conditions set forth in
the Original Agreement and this Amendment and provided that no Event of Default shall have occurred
and be continuing, the Lenders hereby consent to the LLC Transaction.




          8. No Other Amendment. All other terms and conditions of the Original Agreement shall
remain in full force and effect and the Original Agreement shall be read and construed as if the
terms of this Amendment were included therein by way of addition or substitution, as the case may
be.




          9. Other Documents. By the execution and delivery of this Amendment, the Borrower,
the Lenders, the Facility Agent and the Security Trustee hereby consent and agree that all
references in the other Security Documents to the Original Agreement shall be deemed to refer to
the Original Agreement as amended by this Amendment. By the execution and delivery of this
Amendment, the Borrower hereby consents and agrees that each of the Security Documents and any
other documents that may be executed as security for the Facilities under the Original Agreement or
any Security Document to which it is a party shall remain in full force and effect notwithstanding
the amendments contemplated hereby.




          10. Fees.





	 	(a)	 	Expenses. The Borrower agrees to pay to the Facility
Agent upon the execution hereof an arrangement fee as described in that certain
letter agreement dated February 6, 2007, entered into by and between the
Borrower and the Facility Agent, and further agrees to pay promptly all costs
and expenses (including reasonable legal fees) of the Lenders and the Facility
Agent in connection with the preparation and execution of this Amendment.
	 
	 	(b)	 	Payments. All amounts payable under this Section 12
shall be made as set forth in the Original Agreement.





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




          12. 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.




          13. Headings; Amendment. In this Amendment, section headings are inserted for
convenience of reference only and shall be ignored in the interpretation of this Amendment. This
Amendment cannot be amended other than by written agreement signed by the parties hereto.





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          IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment by its duly
authorized representative on the day and year first above written.




	 	 	 	 	 
	 	RIGDON MARINE CORPORATION

 	 
	 	By:  	/s/
Larry T. Rigdon 	 
	 	 	Name:  	Larry T. Rigdon 	 
	 	 	Title:  	Chairman 	 
	 
	 	DVB BANK NV,

as Underwriter, Arranger, Book Manager,

Facility Agent and Security Trustee

 	 
	 	By:  	/s/
Cornelis Overgaauw 	 
	 	 	Name:  	Cornelis Overgaauw 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	 	 
	 	By:  	/s/
Evan Cohen 	 
	 	 	Name:  	Evan Cohen	 
	 	 	Title:  	S.V.P. 	 
	 
	 	DVB BANK AG,

as Swap Bank

 	 
	 	By:  	/s/
Cornelis Overgaauw 	 
	 	 	Name:  	Cornelis Overgaauw 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	 	 
	 	By:  	/s/
Evan Cohen	 
	 	 	Name:  	Evan Cohen	 
	 	 	Title:  	S.V.P. 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	The Lenders:



DVB BANK NV, as Lender

 	 
	 	By:  	/s/
Cornelis Overgaauw 	 
	 	 	Name:  	Cornelis Overgaauw 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	 	 
	 	By:  	/s/
Evan Cohen 	 
	 	 	Name:  	Evan Cohen 	 
	 	 	Title:  	S.V.P. 	 
	 
	 	NIBC BANK N.V., as Lender

 	 
	 	By:  	/s/
Dirk Kaper 	 
	 	 	Name:  	Dirk Kaper 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	/s/
Halbart Völker 	 
	 	 	Name:  	Halbart Völker 	 
	 	 	Title:  	Managing Director 	 
	 
	 	THE GOVERNOR AND COMPANY OF THE BANK OF



SCOTLAND, as Lender

 	 
	 	By:  	/s/
Alan Boothby 	 
	 	 	Name:  	Alan Boothby 	 
	 	 	Title:  	Director, Marine Finance 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BAYERISCHE HYPO-UND VEREINSBANK

AKTIENGESELLSCHAFT, as Lender

 	 
	 	By:  	/s/
Stephen Somitsch	 
	 	 	Name:  	Stephen Somitsch	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	/s/
Peter Grotheer-Isecke 	 
	 	 	Name:  	Peter Grotheer-Isecke 	 
	 	 	Title:  	Credit Analyst 	 



 









 






	 	 	 	 	 



ANNEX A: ADDITION TO SCHEDULE 2 TO ORIGINAL AGREEMENT




C. The New Vessels




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Estimated	 	Projected
	 	 	 	 	To be registered	 	 	 	Delivered Date	 	Monthly
	 	 	Hull	 	under	 	Classification	 	and Cost of	 	Repayments from
	Builder	 	Number	 	Registry/Flag of	 	Society	 	Vessel	 	Drawdown
	Midship Marine, Inc.
	 	314	 	United States	 	ABS	 	April 2007
	 	$52,996
	 
	 	 	 	 	 	 	 	$6,359,500	 	 
	C & G Boat Works, Inc.
	 	83	 	United States	 	ABS	 	April 2007
	 	$41,006
	 
	 	 	 	 	 	 	 	$4,920,700	 	 
	C & G Boat Works, Inc.
	 	84	 	United States	 	ABS	 	September 2007
	 	$63,914
	 
	 	 	 	 	 	 	 	$7,669,702	 	 
	C & G Boat Works, Inc.
	 	91	 	United States	 	ABS	 	March 2008
	 	$46,915
	 
	 	 	 	 	 	 	 	$5,629,800	 	 
	C & G Boat Works, Inc.
	 	94	 	United States	 	ABS	 	July 2008
	 	$66,437
	 
	 	 	 	 	 	 	 	$7,972,393	 	 
	C & G Boat Works, Inc.
	 	93	 	United States	 	ABS	 	July 2008
	 	$46,998
	 
	 	 	 	 	 	 	 	$5,639,800	 	 
	C & G Boat Works, Inc.
	 	97	 	United States	 	ABS	 	February 2009
	 	$65,228
	 
	 	 	 	 	 	 	 	$7,827,393	 	 
	C & G Boat Works, Inc.
	 	98	 	United States	 	ABS	 	March
	 	$65,478
	 
	 	 	 	 	 	 	 	$7,857,393	 	 







 









 






EXHIBIT A




[INSERT FORM OF AMENDED AND RESTATED NOTE]