Exhibit 10.14


 


EXHIBIT I-2


TO THE CREDIT AGREEMENT


 


FORM OF


FIRST PREFERRED SHIP
MORTGAGE


 


ON LIBERIAN FLAG VESSEL


 


[VESSEL]


OFFICIAL NO. [OFFICIAL
NUMBER]


 


executed by


 


[SHIPOWNER],


as Shipowner


 


in favor of


 


NORDEA BANK FINLAND PLC,
NEW YORK BRANCH


as Security Trustee and
Mortgagee


 


 


[CLOSING DATE]


 





















 


TABLE OF CONTENTS


 


 


	
  ARTICLE I

  	
   

  
	
  Section 1. Existence:
  Authorization

  	
   

  
	
  Section 2. Title to Vessel

  	
   

  
	
  Section 3. ISM and ISPS
  Compliance

  	
   

  
	
  ARTICLE II

  	
   

  
	
  Section 1. Payment of
  Indebtedness

  	
   

  
	
  Section 2. Mortgage Recording

  	
   

  
	
  Section 3. Lawful Operation

  	
   

  
	
  Section 4. Payment of Taxes

  	
   

  
	
  Section 5. Prohibition of
  Liens

  	
   

  
	
  Section 6. Notice of Mortgage

  	
   

  
	
  Section 7. Removal of Liens

  	
   

  
	
  Section 8. Release from Arrest

  	
   

  
	
  Section 9. Maintenance

  	
   

  
	
  Section 10. Inspection;
  Reports

  	
   

  
	
  Section 11. Flag; Home Port

  	
   

  
	
  Section 12. No Sales.
  Transfers or Charters

  	
   

  
	
  Section 13. Insurance

  	
   

  
	
  Section 14.
  Reimbursement for Expenses

  	
   

  
	
  Section 15. Performance
  of Charters

  	
   

  
	
  Section 16. Change in
  Ownership

  	
   

  
	
  Section 17. Prepayment
  if Event of Loss

  	
   

  
	
  ARTICLE III

  	
   

  
	
  Section 1. Events of
  Default; Remedies

  	
   

  
	
  Section 2. Power of Sale

  	
   

  
	
  Section 3. Power of
  Attorney-Sale

  	
   

  
	
  Section 4. Power of
  Attorney-Collection

  	
   

  
	
  Section 5. Delivery of Vessel

  	
   

  
	
  Section 6. Mortgagee to
  Discharge Liens

  	
   

  
	
  Section 7. Payment of Expenses

  	
   

  
	
  Section 8. Remedies
  Cumulative

  	
   

  
	
  Section 9. Cure of Defaults

  	
   

  
	
  Section 10.
  Discontinuance of Proceedings

  	
   

  
	
  Section 11. Application
  of Proceeds

  	
   

  
	
  Section 12. Possession
  Until Default

  	
   

  
	
  Section 13.
  Severability of Provisions. etc

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  Section 1. Successors and
  Assigns

  	
   

  
	
  Section 2. Power of
  Substitution

  	
   

  
	
  Section 3. Counterparts

  	
   

  
	
  Section 4. Notices

  	
   

  
	
  Section 5. Recording Clause

  	
   

  
	
  Section 6. Further Assurances

  	
   

  
	
  Section 7. Governing Law

  	
   

  
	
  Section 8. Additional
  Rights of the Mortgagee

  	
   

  
	
   

  	
   

  
	
  SIGNATURE

  	
   

  



 





















 


FIRST PREFERRED MORTGAGE


 


[VESSEL]


 


This First Preferred Ship Mortgage made [CLOSING
DATE] (this “Mortgage”), by [SHIPOWNER], a Liberian limited liability company
(the “Shipowner”), in favor of NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as
Security Trustee (together with its successors in trust and assigns, the “Mortgagee”),
pursuant to the Credit Agreement referred to below.


 


W I T N E S S E T H


 


WHEREAS:


 


A. The Shipowner is the sole owner of the whole
of the Liberian flag vessel [VESSEL NAME], Official Number [OFFICIAL NUMBER] of
[GROSS TONS] gross tons and [NET TONS] net tons built in [YEAR BUILT] at [YARD
AND LOCATION BUILT], with her home port at Monrovia, Liberia.


 


B. General Maritime Corporation, a Marshall
Islands corporation (the “Borrower”), the Lenders party thereto from time to
time, and Nordea Bank Finland plc, New York Branch, as Administrative Agent and
as Collateral Agent, have entered into a Credit Agreement dated as of October 26,
2005 (as the same may be amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), providing for the making of loans to the
Borrower in the principal amount of up to Eight Hundred Million United States
Dollars (U.S. $800,000,000) (the Lenders, the Administrative Agent and
Collateral Agent, collectively, the “Lender Creditors”). A copy of the form of
the Credit Agreement (without attachments) is attached hereto as Exhibit A
and made a part hereof. Except as otherwise defined herein, capitalized terms
used herein and defined in the Credit Agreement shall be used herein as so
defined.


 


C. The Borrower may at any time and from time to
time enter into, or guaranty the obligations of one or more Subsidiary
Guarantors or any of their respective Subsidiaries under, one or more Interest
Rate Protection Agreements or Other Hedging Agreements with respect to the
Loans (and/or the Commitments) 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 Lender Creditors,
the “Secured Creditors”). The estimated aggregate notional amount of the
liabilities of the Borrower under the Interest Rate Protection Agreements or
Other Hedging Agreements entered into with respect to the Loans (and/or the
Commitments) is Fifty Million United States Dollars (U.S. $50,000,000).


 


D. The Shipowner is a wholly-owned subsidiary of
the Borrower. 


 


E. The Shipowner entered into the Subsidiaries
Guaranty in favor of the Secured Creditors pursuant to which the Shipowner has
guaranteed (i) to the Lender Creditors, all obligations of the Borrower
under the Credit Agreement and each other Credit Document to which the Borrower
is a party, and (ii) to each of the Other Creditors, all obligations of
the Borrower under each Interest Rate Protection Agreement and each Other
Hedging Agreement entered into with respect to the Loans (and/or the
Commitments). A copy of the form of the Subsidiaries Guaranty is attached
hereto


 





















 


as
Exhibit B and made a part hereof. The Lenders have committed to make Loans
subject to the terms and on the conditions set forth in the Credit Agreement; the
Shipowner acknowledges that it is justly indebted to the Secured Creditors under
the Subsidiaries Guaranty.


 


F. In order to secure its obligations under the
Subsidiaries Guaranty according to the terms thereof, and the payment of all
other such sums that may hereinafter be secured by this Mortgage in accordance
with the terms hereof, and to secure the performance and observance of and
compliance with all the agreements, covenants and conditions contained herein
and in the Subsidiaries Guaranty, the Shipowner has duly authorized the
execution and delivery of this First Preferred Mortgage under and pursuant to
Title 21 of the Liberian Code of Laws of 1956, as amended.


 


G. Pursuant to the Credit Agreement, the
Mortgagee has agreed to act as Trustee for the Secured Creditors.


 


NOW, THEREFORE, in consideration of the premises
and other good and valuable consideration, and in order to secure the Shipowner’s
obligations under the Subsidiaries Guaranty according to the terms thereof, and
the payment of all other sums that may hereafter be secured by this Mortgage in
accordance with the terms hereof (all such obligations and other sums
hereinafter called the “Indebtedness hereby secured”) and to secure the
performance and observance of and compliance with all of the agreements,
covenants and conditions contained in this Mortgage and the Subsidiaries
Guaranty, the Shipowner has granted, conveyed, mortgaged, pledged, confirmed,
assigned, transferred and set over and by these presents does grant, convey,
mortgage, pledge, confirm, assign, transfer and set over, unto the Mortgagee,
and its successors and assigns, the whole of the said vessel [VESSEL NAME],
including, without being limited to, all of the boilers, engines, machinery,
masts, spars, boats, anchors, cables, chains, fuel (to the extent owned by the
Shipowner), rigging, tackle, capstans, outfit, tools, pumps and pumping
equipment, apparel, furniture, drilling equipment, fittings, equipment, spare
parts, and all other appurtenances thereunto appertaining or belonging, whether
now owned or hereafter acquired, and also any and all additions, improvements,
renewals and replacements hereafter made in or to such vessel or any part
thereof, including all items and appurtenances aforesaid (such vessel, together
with all of the foregoing, being herein called the “Vessel”).


 


TO HAVE AND TO HOLD all and singular the above
mortgaged and described property unto the Mortgagee and its successors and
assigns, to its and to its successors’ and assigns’ own use, benefit and behoof
forever.


 


PROVIDED, and these presents are upon the
condition, that, if the Shipowner or its successors or assigns shall pay or
cause to be paid the Indebtedness hereby secured as and when the same shall
become due and payable in accordance with the terms of the Subsidiaries
Guaranty and this Mortgage, and all other such sums as may hereafter become
secured by this Mortgage in accordance with the terms hereof, and the Shipowner
shall duly perform, observe and comply with or cause to be performed, observed,
or complied with all the covenants, terms and conditions of this Mortgage and
the Subsidiaries Guaranty, expressed or implied, to be performed, then this
Mortgage and the estate and rights hereunder shall cease, determine and be
void, otherwise to remain in full force and effect.


 


The Shipowner, for itself, its successors and
assigns, hereby covenants, declares and agrees with the Mortgagee and its
successors and assigns that the Vessel is to be held subject to the further


 


2





















 


covenants,
conditions, terms and uses hereinafter set forth.


 


The Shipowner covenants
and agrees with the Mortgagee as follows:


 


ARTICLE I


 


Representations and
Warranties of the Shipowner


 


Section 1.
Existence: Authorization. The Shipowner is a limited liability company duly
organized and validly existing under the laws of the Republic of Liberia and
shall so remain during the life of this Mortgage. The Shipowner has full power
and authority to own and mortgage the Vessel; has full right and entitlement to
register the Vessel in its name under the flag of the Republic of Liberia and
all action necessary and required by law for the execution and delivery of this
Mortgage has been duly and effectively taken; and each of the Indebtedness
hereby secured and the Mortgage is and will be the legal, valid and binding
obligation of the Shipowner enforceable in accordance with its terms.


 


Section 2.
Title to Vessel. The Shipowner lawfully owns and is lawfully possessed of the
Vessel free from any lien or encumbrance whatsoever other than this Mortgage,
liens for current crew’s wages and liens not yet required to be removed under Section 7
of Article II hereof and will warrant and defend the title and possession
thereto and to every part thereof for the benefit of the Mortgagee against the
claims and demands of all persons whomsoever.


 


Section 3.
ISM and ISPS Compliance. The Shipowner has obtained all necessary ISM
Documentation in connection with the Vessel and is in full compliance with the
ISM Code and the ISPS Code (as such terms are defined in Section 9 of Article II.


 


ARTICLE II


 


Covenants of the
Shipowner


 


Section 1.
Payment of Indebtedness. The Shipowner will pay or cause to be paid the
Indebtedness hereby secured and will observe, perform and comply with the
covenants, terms and conditions herein and in the Subsidiaries Guaranty, express
or implied, on its part to be observed, performed or complied with. In the
event of inconsistency between this Mortgage and the Subsidiaries Guaranty, the
provisions of this Mortgage shall prevail but only to the extent required by Liberian
law.


 


The obligation of the Indebtedness hereby
secured is an obligation in United States Dollars and the term “$” when used
herein shall mean such United States Dollars. Notwithstanding fluctuations in
the value or rate of United States Dollars in terms of gold or any other
currency, all payments hereunder or otherwise in respect of the Indebtedness
hereby secured shall be payable in terms of United States Dollars when due, in
United States Dollars when paid, whether such payment is made before or after
the due date.


 


Section 2.
Mortgage Recording. The Shipowner will cause this Mortgage to be duly recorded
or filed in the Office of the Deputy Commissioner of Maritime Affairs of the
Republic of Liberia, in accordance with the provisions of Chapter 3 of Title 21
of the Liberian Code of Laws of 1956, as amended, and will otherwise comply
with and satisfy all of the provisions of applicable laws


 


3





















 


of
the Republic of Liberia in order to establish and maintain this Mortgage as a first
preferred mortgage thereunder upon the Vessel and upon all renewals, replacements
and improvements made in or to the same for the amount of the Indebtedness
hereby secured.


 


Section 3.
Lawful Operation. The Shipowner will not cause or permit the Vessel to be
operated in any manner contrary to law, and the Shipowner will not engage in
any unlawful trade or violate any law or carry any cargo that will expose the
Vessel to penalty, forfeiture or capture, and will not do, or suffer or permit
to be done, anything which can or may injuriously affect the registration of
the Vessel under the laws and regulations of the Republic of Liberia and will
at all times keep the Vessel duly documented thereunder.


 


Section 4.
Payment of Taxes. The Shipowner will pay and discharge when due and payable,
from time to time, all taxes, assessments, governmental charges, fines and
penalties lawfully imposed on the Vessel or any income therefrom.


 


Section 5.
Prohibition of Liens. Neither the Shipowner, any charterer, the Master of the
Vessel nor any other person has or shall have any right, power or authority to
create, incur or permit to be placed or imposed or continued upon the Vessel,
its freights, profits or hire any lien whatsoever other than this Mortgage,
other liens in favor of the Mortgagee and for crew’s wages and salvage.


 


Section 6.
Notice of Mortgage. The Shipowner will place, and at all times and places will
retain a properly certified copy of this Mortgage on board the Vessel with her
papers and will cause such certified copy and the Vessel’s marine document to
be exhibited to any and all persons having business therewith which might give
rise to any lien thereon other than liens for crew’s wages and salvage, and to
any representative of the Mortgagee.


 


The Shipowner will place and keep prominently
displayed in the chart room and in the Master’s cabin on the Vessel a framed
printed notice in plain type reading as follows:


 


NOTICE OF MORTGAGE


 


THIS VESSEL IS OWNED
BY  [SHIPOWNER],  AND IS SUBJECT TO A FIRST


 


PREFERRED MORTGAGE IN FAVOR OF NORDEA BANK
FINLAND PLC, NEW YORK BRANCH,  AS
TRUSTEE/MORTGAGEE UNDER AUTHORITY OF TITLE 21 OF THE LIBERIAN CODE OF LAWS OF
1956,  AS AMENDED.  UNDER THE TERMS OF SAID MORTGAGE,  NEITHER THE SHIPOWNER,  ANY CHARTERER,  THE MASTER OF THE VESSEL,  NOR ANY OTHER PERSON HAS ANY RIGHT,  POWER OR AUTHORITY TO CREATE,  INCUR OR PERMIT TO BE PLACED OR IMPOSED UPON THE
VESSEL,  ANY ENCUMBRANCES WHATSOEVER OR
ANY OTHER LIEN WHATSOEVER OTHER THAN FOR CREW’S WAGES AND SALVAGE.


 


Section 7.
Removal of Liens. Except for the lien of this Mortgage, the Shipowner will not
suffer to be continued any lien, encumbrance or charge on the Vessel, and in
due course and in any event within thirty (30) days after the same becomes due
and payable or within fourteen (14) days after being requested to do so by the
Mortgagee, the Shipowner will pay or cause to be discharged or make adequate
provision for the satisfaction or discharge of all claims or demands, and will
cause the Vessel to be released or discharged from any lien, encumbrance or
charge therefor.


 


4





















 


Section 8.
Release from Arrest. If a libel, complaint or similar process be filed against
the Vessel or the Vessel be otherwise attached, levied upon or taken into
custody by virtue of any legal proceeding in any court, the Shipowner will
promptly notify the Mortgagee thereof by telex, or telefax confirmed by letter,
at the address, as specified in this Mortgage, and within fourteen (14) days
will cause the Vessel to be released and all liens thereon other than this Mortgage
to be discharged, will cause a certificate of discharge to be recorded in the
case of any recording of a notice of claim of lien, and will promptly notify
the Mortgagee thereof in the manner aforesaid. The Shipowner will notify the
Mortgagee within fortyeight (48) hours of any average or salvage incurred by the
Vessel.


 


Section 9.
Maintenance. (a) The Shipowner will at all times and without cost or
expense to the Mortgagee maintain and preserve, or cause to be maintained and
preserved, the Vessel and all its equipment, outfit and appurtenances, tight,
staunch, strong, in good condition, working order and repair and in all respects
seaworthy and fit for its intended service, and will keep the Vessel, or cause
her to be kept, in such condition as will entitle her to the highest
classification and rating for vessels of the same age and type in the American
Bureau of Shipping or other classification society listed on Schedule X to
the Credit Agreement. The Shipowner covenants to deliver annually to the
Mortgagee a certificate from such class society showing such classification to
be maintained. The Shipowner will without cost or expense to the Mortgagee
promptly, irrevocably and unconditionally instruct and authorize the
classification society of the Vessel, and shall request the classification society
to give an undertaking to the Mortgagee as follows:


 


1. to send to the
Mortgagee, following receipt of a written request from the Mortgagee, certified
true copies of all original class records held by the classification society
relating to the Vessel;


 


2. to allow the
Mortgagee (or its agents), at any time and from time to time, to inspect the
original class and related records of the Shipowner and the Vessel at the
offices of the classification society and to take copies of them;


 


3. following receipt of
a written request from the Mortgagee:


 


(a) to
advise of any facts or matters which may result in or have resulted in a
change, suspension, discontinuance, withdrawal or expiry of the Vessel’s class
under the rules or terms and conditions of the Shipowner’s or the Vessel’s
membership of the classification society; and


 


(b) to
confirm that the Shipowner is not in default of any of its contractual
obligations or liabilities to the classification society and, without limiting
the foregoing, that it has paid in full all fees or other charges due and
payable to the classification society; and


 


(c) if
the Shipowner is in default of any of its contractual obligations or
liabilities to the classification society, to specify to the Mortgagee in
reasonable detail the facts and circumstances of such default, the consequences
thereof, and any remedy period agreed or allowed by the classification society;
and


 


(d) to
notify the Mortgagee immediately in writing if the classification society
receives notification from the Shipowner or any other person that the Vessel’s
classification society is to be changed.


 


5





















 


Notwithstanding the above instructions and
undertaking given for the benefit of the Mortgagee, the Shipowner shall
continue to be responsible to the classification society for the performance
and discharge of all its obligations and liabilities relating to or arising out
of or in connection with the contract it has with the classification society,
and nothing herein or therein shall be construed as imposing any obligation or
liability of the Mortgagee to the classification society in respect thereof.


 


The Shipowner shall further notify the
classification society that all the foregoing instructions and authorizations
shall remain in full force and effect until revoked or modified by written
notice to the classification society received from the Mortgagee, and that the
Shipowner shall reimburse the classification society for all its costs and
expenses incurred in complying with the foregoing instructions.


 


(b) The Vessel shall, and the Shipowner
covenants that she will, at all times comply with all applicable laws, treaties
and conventions to which the Republic of Liberia is a party, and rules and
regulations issued thereunder, and shall have on board as and when required
thereby valid certificates showing compliance therewith. The Shipowner will not
make, or permit to be made, any substantial change in the structure, type or
speed of the Vessel or change in her rig, without first receiving the written
approval thereof by the Mortgagee.


 


(c) The Shipowner agrees to give the
Mortgagee at least ten (10) days notice of the actual date and place of
any survey or drydocking, in order that the Mortgagee may have representatives
present if desired. The Shipowner agrees that at the Mortgagee’s request it
will satisfy the Mortgagee that the expense of such survey or drydocking or
work to be done thereat is within Shipowner’s financial capability and will not
result in a claim or lien against the Vessel in violation of the provisions of
this Mortgage, the Credit Agreement, the Subsidiaries Guaranty or any other
Credit Document.


 


(d) The Shipowner shall promptly notify
the Mortgagee of and furnish the Mortgagee with full information, including
copies of reports and surveys, regarding any material accident or accident
involving repairs where the aggregate cost is likely to exceed Five Hundred
Thousand Dollars (U.S. $500,000) (or its equivalent in another currency), any
major damage to the Vessel, any event affecting the Vessel’s class, any
occurrence in consequence whereof the Vessel has become or is likely to suffer
an Event of Loss.


 


(e) The Mortgagee shall have the right
at any time, on reasonable notice, to have its surveyor conduct inspections and
surveys of the Vessel to ascertain the condition of the Vessel and to satisfy
itself that the Vessel is being properly repaired and maintained. Such
inspections and surveys shall be conducted at such times and in such manner as
will not interfere with the Shipowner’s normal business operations and
schedule.


 


(f) The Shipowner will furnish to the
Mortgagee on demand true and complete copies of the DOC (the SMC referred to in
the definition of ISM Code Documentation below) and such other ISM Code
documentation as the Mortgagee may reasonably request in writing.


 


(g) The Shipowner will comply or procure
compliance with the ISM Code and the ISPS Code (as such terms are defined
below) and notify the Mortgagee forthwith upon:


 


6





















 


(i) any
claim for breach of the ISM Code or the ISPS Code being made against the
Shipowner, an ISM Responsible Person (as such term is defined below) or the
manager of the Vessel in connection with the Vessel; or


 


(ii) any
other matter, event or incident, actual or which will or could lead to the ISM
Code or the ISPS Code not being complied with;


 


and keep the Mortgagee advised in writing on a regular basis and in
such detail as the Mortgagee shall require, of the Shipowner’s and Vessel
manager’s response to the items referred to in subclauses (i) and (ii) above.


 


For the purposes of this Mortgage:


 


“ISM Code”
means in relation to its application the Shipowner, the Vessel and its
operation:


 


(a) “The
International Management Code for the Safe Operation of Ships and for Pollution
Prevention”, currently known or referred to as the “ISM Code”, adopted by the
Assembly of the International Maritime Organization by Resolution A.741(18) on
4 November 1993 and incorporated on 19 May 1994 into Chapter IX of
the International Convention for the Safety of Life at Sea 1974 (SOLAS 1974);
and


 


(b) all
further resolutions, circulars, codes, guidelines, regulations and
recommendations which are now or in the future issued by or on behalf of the
International Maritime Organization or any other entity with responsibility for
implementing the ISM Code, including without limitation, the ‘Guidelines on
implementation or administering of the International Safety Management (ISM)
Code by Administrations’ produced by the International Maritime Organization
pursuant to Resolution A.788(19) adopted on 25 November 1995,


 


as the same may be amended, supplemented or
replaced from time to time;


 


“ISM Code
Documentation” includes:


 


(a) the
document of compliance (DOC) and safety management certificate (SMC) issued
pursuant to the ISM Code in relation to the Vessel within the periods specified
by the ISM Code;


 


(b) the
interim safety management certificate (“Interim SMC”) issued pursuant to the
ISM Code in relation to the Vessel prior to or on the delivery date thereof;


 


(c) all
other documents and data which are relevant to the ISM SMS and its
implementation and verification which the Mortgagee may require by request; and


 


(d) any
other documents which are prepared or which are otherwise relevant to establish
and maintain the Vessel’s or the Shipowner’s compliance with the ISM Code which
the Mortgagee may require by request.


 


7





















 


“ISM SMS”
means the safety management system which is required to be developed,
implemented and maintained under the ISM Code.


 


“ISPS Code”
means the International Ship and Port Facility Security Code constituted
pursuant to resolution A.924(22) of the International Maritime Organisation (“IMO”)
adopted by a Diplomatic conference of the IMO on Maritime Security on 13 December 2002
and now set out in Chapter XI-2 of the Safety of Life at Sea Convention (SOLAS)
1974 (as amended) to take effect on July 1, 2004.


 


Section 10. Inspection; Reports. (a) The
Shipowner will at all reasonable times afford the Mortgagee or its authorized
representatives full and complete access to the Vessel for the purpose of
inspecting the Vessel and her cargo and papers, including without limitation
all records pertaining to the Vessel’s maintenance and repair, and, at the
request of the Mortgagee, the Shipowner will deliver for inspection copies of
any and all contracts and documents relating to the Vessel, whether on board or
not.


 


(b) The Shipowner hereby agrees to
furnish promptly to the Mortgagee, on demand, any reports or information which
the Shipowner may submit to shareholders or regulatory agencies and any
additional information which the Mortgagee may request in respect of the
financial condition of the Shipowner.


 


Section 11. Flag; Home Port. (a) The
Shipowner will not change the flag or home port of the Vessel without the
written consent of the Mortgagee and any such written consent to anyone change
of flag or home port shall not be construed to be a waiver of this provision
with respect to any subsequent proposed change of flag or home port.


 


(b) Notwithstanding the foregoing
provisions of this Section 11, upon not less than 30 days prior written
notice to the Mortgagee, provided no Default or Event of Default under the
Credit Agreement shall have occurred and be continuing, the Shipowner may
change the flag or home port of the Vessel to another flag or home port
reasonably satisfactory to the Mortgagee, provided that the Shipowner shall
promptly take all actions necessary or desirable to establish, preserve,
protect and maintain the security interest of the Mortgagee in the Vessel to
the satisfaction of the Mortgagee, and the Shipowner shall have provided to the
Mortgagee and the Lenders such opinions of counsel as may be reasonably
requested by the Mortgagee to assure itself that the conditions of this proviso
have been satisfied.


 


Section 12. No Sales. Transfers or
Charters. The Shipowner will not sell, mortgage, transfer, or change the
management of, or demise charter the Vessel for any period longer than twelve
(12) months (including any permitted extensions or renewals) in each case,
without the written consent of the Mortgagee first had and obtained, and any
such written consent to anyone sale, mortgage, demise charter, transfer, or
change of management shall not be construed to be a waiver of this provision
with respect to any subsequent proposed sale, mortgage, demise charter,
transfer, or change of management. Any such sale, mortgage, demise charter,
transfer, or change of management of the Vessel shall be subject to the
provisions of this Mortgage and the lien hereof.


 


Section 13. Insurance. (a) The Shipowner, at its own expense,
or with respect to part (a)(iii) of this Section 13 the Mortgagee at
the expense of the Shipowner, will keep the Vessel insured with insurers and
protection and indemnity clubs or associations of internationally


 


8





















 


recognized responsibility, and placed in such markets, on such terms
and conditions, and through brokers, in each case reasonably satisfactory to
the Mortgagee and under forms of policies approved by the Mortgagee against the
risks indicated below and such other risks as the Mortgagee may specify from time
to time:


 


(i) Marine
and war risk, including London Blocking and Trapping Addendum and Lost Vessel
Clause, hull and machinery insurance in an amount in U.S. dollars equal to,
except as otherwise approved or required in writing by the Mortgagee, the
greater of (x) the then full commercial value of the Vessel and (y) an amount
which, when aggregated with such insured value of the other Mortgaged Vessels
(if the other Mortgaged Vessels are then subject to a mortgage in favor of the
Mortgagee under the Credit Agreement, and have not suffered an Event of Loss),
is equal to 120% of (A) the then aggregate Total Commitment minus (B) the
product of $25,000,000 multiplied by the number of vessel(s) then being built under
a Construction Contract and which have not yet been delivered thereunder and
mortgaged in favor of the Mortgagee under the Credit Agreement.


 


(ii) Marine
and war risk protection and indemnity insurance or equivalent insurance
(including coverage against liability for passengers, fines and penalties
arising out of the operation of the Vessel, insurance against liability arising
out of pollution, spillage or leakage, and workmen’s compensation or
longshoremen’s and harbor workers’ insurance as shall be required by applicable
law) in such amounts approved by the Mortgagee; provided, however that
insurance against liability under law or international convention arising out
of pollution, spillage or leakage shall be in an amount not less than the
greater of:


 


(y) the
maximum amount available, as that amount may from time to time change, from the
International Group of Protection and Indemnity Associations or alternatively
such sources of pollution, spillage or leakage coverage as are commercially
available in any absence of such coverage by the International Group as shall
be carried by prudent shipowners for similar vessels engaged in similar trades
plus amounts available from customary excess insurers of such risks as excess
amounts shall be carried by prudent shipowners for similar vessels engaged in
similar trades; and


 


(z) the
amounts required by the laws or regulations of the United States of America or
any applicable jurisdiction in which the Vessel may be trading from time to
time.


 


(iii) Mortgagee’s
interest insurance (including extended mortgagee interest-additional
perils-pollution) coverage satisfactory to the Mortgagee in an amount which,
when aggregated with such insured value of the other Mortgaged Vessels (if the
other Mortgaged Vessels are then subject to a mortgage in favor of the
Mortgagee under the Credit Agreement, and have not suffered an Event of Loss),
is equal to 120% of (A) the then aggregate Total Commitment minus (B) the
product of $25,000,000 multiplied by the number of vessel(s) then being built under
a Construction Contract and which have not yet been delivered thereunder and
mortgaged in favor of the Mortgagee under the Credit Agreement; all such mortgagee’s
interest insurance cover shall in the Mortgagee’s discretion be obtained
directly by the Mortgagee and the Shipowner shall on demand pay all costs of
such cover.


 


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(iv) While
the Vessel is idle or laid up, at the option of the Shipowner and in lieu of
the above-mentioned marine and war risk hull insurance, port risk insurance
insuring the Vessel against the usual risks encountered by like vessels under
similar circumstances.


 


(b) The marine and commercial war-risk
insurance required by this Section 13 shall have deductibles and
franchises no higher than the following: (i) Hull and Machinery - U.S.
$115,000 for all hull claims and U.S. $150,000 for all machinery claims each
accident or occurrence and (ii) Protection and Indemnity - U.S. $50,000
for cargo claims, U.S. $35,000 for crew claims, U.S. $10,000 passenger claims
and U.S. $15,000 all other claims, in each case each accident or occurrence.


 


All insurance maintained hereunder shall be primary
insurance without right of contribution against any other insurance maintained
by the Mortgagee. Each policy of marine and war risk hull and machinery
insurance with respect to the Vessel shall provide that the Mortgagee shall be
a named insured and a loss payee. Each entry in a marine and war risk
protection indemnity club with respect to the Vessel shall note the interest of
the Mortgagee. The Mortgagee and its successors and assigns shall not be
responsible for any premiums, club calls, assessments or any other obligations
or for the representations and warranties made therein by the Shipowner or any
other person.


 


(c) The Shipowner will furnish the
Mortgagee from time to time on request, and in any event at least annually, a
detailed report signed by a firm of marine insurance brokers acceptable to the
Mortgagee with respect to P & I entry, the hull and machinery and war
risk insurance carried and maintained on the Vessel, together with their
opinion as to the adequacy thereof and its compliance with the provisions of
this Mortgage. At the Shipowner’s expense the Shipowner will cause such
insurance broker and the P & I club or association providing P &
I insurance referred to in part (a)(ii) of this Section 13, to agree
to advise the Mortgagee by telex or telecopier confirmed by letter of any
expiration, termination, alteration or cancellation of any policy, any default
in the payment of any premium and of any other act or omission on the part of
the Shipowner of which it has knowledge and which might invalidate or render unenforceable,
in whole or in part, any insurance on the Vessel, and to provide an opportunity
of paying any such unpaid premium or call, such right being exercisable by the
Mortgagee on a vessel by vessel and not on a fleet basis. In addition, the
Shipowner shall promptly provide the Mortgagee with any information which the
Mortgagee reasonably requests for the purpose of obtaining or preparing any
report from an independent marine insurance consultant as to the adequacy of
the insurances effected or proposed to be effected in accordance with this
Mortgage as of the date hereof or in connection with any renewal thereof, and
the Shipowner shall upon demand indemnify the Mortgagee in respect of all
reasonable fees and other expenses incurred by or for the account of the Mortgagee
in connection with any such report; provided the Mortgagee shall be entitled to
such indemnity only for one such report during any period of twelve months.


 


The underwriters or brokers shall furnish the
Mortgagee with a letter or letters of undertaking to the effect that:


 


(i) they
will hold the instruments of insurance, and the benefit of the insurances
thereunder, to the order of the Mortgagee in accordance with the terms of the
loss payable clause referred to in the relevant Assignment of Insurances for
the Vessel; and


 


(ii) they
will have endorsed on each and every policy as and when the same is issued the
loss payable clause and the notice of assignment referred to in the relevant
Assignment of Insurances for the Vessel; and


 


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(iii) they
will not set off against any sum recoverable in respect of a claim against the
Vessel under the said underwriters or brokers or any other person in respect of
any other vessel nor cancel the said insurances by reason of non-payment of
such premiums or other amounts.


 


All policies of insurance required hereby
shall provide for not less than 14 days prior written notice to be received by
the Mortgagee of the termination or cancellation of the insurance evidenced
thereby. All policies of insurance maintained pursuant to this Section 13
for risks covered by insurance other than that provided by a P & I
Club shall contain provisions waiving underwriters’ rights of subrogation
thereunder against any assured named in such policy and any assignee of said
assured. The Shipowner has assigned to the Mortgagee its rights under any
policies of insurance in respect of the Vessel. The Shipowner agrees that,
unless the insurances by their terms provide that they cannot cease (by reason
of nonrenewal or otherwise) without the Mortgagee being informed and having the
right to continue the insurance by paying any premiums not paid by the
Shipowner, receipts showing payment of premiums for required insurance and also
of demands from the Vessel’s P & I underwriters shall be in the hands
of the Mortgagee at least two (2) days before the risk in question
commences.


 


(d) Unless the Mortgagee shall otherwise
agree, all amounts of whatsoever nature payable under any insurance must be
payable to the Mortgagee for distribution first to itself and thereafter to the
Shipowner or others as their interests may appear. Nevertheless, until
otherwise required by the Mortgagee by notice to the underwriters upon the occurrence
and continuance of a Default or an event of default hereunder, (i) amounts
payable under any insurance on the Vessel with respect to protection and
indemnity risks may be paid directly to the Shipowner to reimburse it for any
loss, damage or expense incurred by it and covered by such insurance or to the
person to whom any liability covered by such insurance has been incurred
provided that the underwriter shall have first received evidence that the
liability insured against has been discharged, and (ii) amounts payable
under any insurance with respect to the Vessel involving any damage to the
Vessel not constituting an Event of Loss, may be paid by underwriters directly
for the repair, salvage or other charges involved or, if the Shipowner shall
have first fully repaired the damage or paid all of the salvage or other
charges, may be paid to the Shipowner as reimbursement therefor; provided,
however, that if such amounts (including any franchise or deductible) are in
excess of U.S. $250,000, the underwriters shall not make such payment without
first obtaining the written consent thereto of the Mortgagee.


 


(e) All amounts paid to the Mortgagee in
respect of any insurance on the Vessel shall be disposed of as follows (after
deduction of the expenses of the Mortgagee in collecting such amounts):


 


(i) any
amount which might have been paid at the time, in accordance with the provisions
of paragraph (d) above, directly to the Shipowner or others shall be paid
by the Mortgagee to, or as directed by, the Shipowner;


 


(ii) all
amounts paid to the Mortgagee in respect of an Event of Loss of the Vessel
shall be applied by the Mortgagee to the payment of the Indebtedness hereby
secured pursuant to Section 4.02(c) of the Credit Agreement;


 


(iii) all
other amounts paid to the Mortgagee in respect of any insurance on the Vessel
may, in the Mortgagee’s sole discretion, be held and applied to the prepayment
of the


 


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Indebtedness hereby secured or to making of
needed repairs or other work on the Vessel, or to the payment of other claims
incurred by the Shipowner relating to the Vessel, or may be paid to the
Shipowner or whosoever may be entitled thereto.


 


(f) In the event that any claim or lien
is asserted against the Vessel for loss, damage or expense which is covered by
insurance required hereunder and it is necessary for the Shipowner to obtain a
bond or supply other security to prevent arrest of the Vessel or to release the
Vessel from arrest on account of such claim or lien, the Mortgagee, on request
of the Shipowner, may, in the sole discretion of the Mortgagee, assign to any
person, firm or corporation executing a surety or guarantee bond or other
agreement to save or release the Vessel from such arrest, all right, title and
interest of the Mortgagee in and to said insurance covering said loss, damage
or expense, as collateral security to indemnify against liability under said
bond or other agreement.


 


(g) The Shipowner shall deliver to the
Mortgagee certified copies and, whenever so requested by the Mortgagee, the
originals of all certificates of entry, cover notes, binders, evidences of
insurance and policies and all endorsements and riders amendatory thereof in
respect of insurance maintained under this Mortgage for the purpose of
inspection or safekeeping, or, alternatively, satisfactory letters of
undertaking from the broker holding the same. The Mortgagee shall be under no
duty or obligation to verify the adequacy or existence of any such insurance or
any such policies, endorsement or riders.


 


(h) The Shipowner agrees that it will
not execute or permit or willingly allow to be done any act by which any
insurance may be suspended, impaired or cancelled, and that it will not permit
or allow the Vessel to undertake any voyage or run any risk or transport any
cargo which may not be permitted by the policies in force, without having
previously notified the Mortgagee in writing and insured the Vessel by
additional coverage to extend to such voyages, risks, passengers or cargoes.


 


(i) In case any underwriter proposes to
pay less on any claim than the amount thereof, the Shipowner shall forthwith
inform the Mortgagee, and if a Default, an Event of Default or an Event of Loss
has occurred and is continuing, the Mortgagee shall have the exclusive right to
negotiate and agree to any compromise.


 


(j) The Shipowner will comply with and
satisfy all of the provisions of any applicable law, convention, regulation,
proclamation or order concerning financial responsibility for liabilities imposed
on the Shipowner or the Vessel with respect to pollution by any state or nation
or political subdivision thereof and will maintain all certificates or other
evidence of financial responsibility as may be required by any such law,
convention, regulation, proclamation or order with respect to the trade in
which the Vessel is from time to time engaged and the cargo carried by it.


 


Section 14. Reimbursement for Expenses.
The Shipowner will reimburse the Mortgagee promptly for any and all
expenditures which the Mortgagee may from time to time make, layout or expend
in providing such protection in respect of insurance, discharge or purchase of
liens, taxes, dues, tolls, assessments, governmental charges, fines and
penalties lawfully imposed, repairs, attorney’s fees, and other matters as the
Shipowner is obligated herein to provide, but fails to provide or which, in the
sole judgment of the Mortgagee are necessary or appropriate for the protection
of the Vessel or the security granted by this Mortgage. Such obligation of the
Shipowner to reimburse the Mortgagee shall be an additional indebtedness due
from the Shipowner, shall bear interest at the interest rate as set forth in Section 1.07(b) of
the Credit Agreement from the date of payment by the Mortgagee to and including
the date of reimbursement by the Shipowner, shall be secured by this


 


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Mortgage, and shall be payable by the Shipowner on demand. The
Mortgagee, though privileged to do so, shall be under no obligation to the
Shipowner to make any such expenditure, nor shall the making thereof relieve
the Shipowner of any default in that respect.


 


Section 15. Performance of Charters. The
Shipowner will fully perform any and all charter parties which may be entered
into with respect to the Vessel and will promptly notify the Mortgagee of any
material claim by any charterer of non-performance thereunder by the Shipowner.


 


Section 16. Change in Ownership. The
Shipowner further covenants and agrees with the Mortgagee that, so long as any
part of the Indebtedness hereby secured remains unpaid, there shall be no
change in the ownership of the Vessel or any of the shares of the Shipowner
without the prior written consent of the Mortgagee.


 


Section 17. Prepayment if Event of Loss.
In the event that the Vessel suffers an Event of Loss, then and in each such
case the Shipowner shall forthwith repay the Indebtedness hereby secured at the
time and in the amount set forth in Section 4.02(c) of the Credit
Agreement except to the extent such amounts have otherwise been paid as therein
provided.


 


ARTICLE III


 


Events of Default and Remedies


 


Section 1. Events of Default; Remedies.
In case anyone or more of the following events, herein termed “events of
default”, shall happen:


 


(a) the
Shipowner fails to pay on the date due any payment of principal in respect of
the Indebtedness hereby secured as provided herein or the Shipowner fails to
pay within three (3) Business Days of the date due any payment of interest
or any Commitment Commission or any other amount owing under the Subsidiaries
Guaranty; or


 


(b) the
statements in Article I shall prove to have been untrue when made in a material
way; or


 


(c) a
default in the due and punctual observance and performance of any of the provisions
of Sections 2, 3, 7, 8, 9(b), 11, 12, 13(a), (b), (d), (h) and (j), 16 or
17 of Article II hereof shall have occurred and be continuing; or


 


(d) a
breach or omission in the due and punctual observance of any of the other covenants
and conditions herein required to be kept and performed by the Shipowner and
such breach or omission shall continue for 30 days after the day the Shipowner
first knew or should have known of such breach or omission; or


 


(e) an
Event of Default shall have occurred and be continuing under the Credit Agreement;
or


 


(f) a
payment default by the Borrower under any Interest Rate Protection Agreement or
Other Hedging Agreement shall have occurred and be continuing; or


 


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(g) any
notice shall have been issued by the government or any bureau, department,
officer, board or agency thereof of the country of registry of the Vessel to
the effect that the Vessel is subject to cancellation from such registry or the
certificate of registry of the Vessel is subject to revocation or cancellation
for any reason whatsoever, and such notice shall not have been cancelled or
annulled on or before seven (7) Business Days prior to the date set forth
in such notice for such cancellation or revocation; or


 


(h) the
Vessel shall be cancelled from the country of registry of the Vessel or the
certificate of registry of the Vessel is revoked or cancelled for any reason whatsoever;


 


then:


 


the security constituted by this Mortgage
shall become immediately enforceable and that without limitation, the
enforcement remedies specified can be exercised irrespective of whether or not
the Mortgagee has exercised the right of acceleration under the Credit
Agreement or any of the other Credit Documents and the Mortgagee shall have the
right to:


 


(i) Declare
all the then unpaid Indebtedness hereby secured to be due and payable
immediately, and upon such declaration, the same shall become and be immediately
due and payable provided, however, that no declaration shall be required if an
event of default shall have occurred by reason of a default under Section 10.05
of the Credit Agreement, then and in such case, the Indebtedness hereby secured
shall become immediately due and payable on the occurrence of such event of
default without any notice or demand;


 


(ii) Exercise
all of the rights and remedies in foreclosure and otherwise given to a
mortgagee by the provisions of the laws of the country of registry of the Vessel
or of any other jurisdiction where the Vessel may be found;


 


(iii) Bring
suit at law, in equity or in admiralty, as it may be advised, to recover
judgment for the Indebtedness hereby secured, and collect the same out of any
and all property of the Shipowner whether covered by this Mortgage or otherwise;


 


(iv) Take
and enter into possession of the Vessel, at any time, wherever the same may be,
without legal process and without being responsible for loss or damage and the
Shipowner or other person in possession forthwith upon demand of the Mortgagee
shall surrender to the Mortgagee possession of the Vessel;


 


(v) Without
being responsible for loss or damage, the Mortgagee may hold, lay up, lease,
charter, operate or otherwise use such Vessel for such time and upon such terms
as it may deem to be for its best advantage, and demand, collect and retain all
hire, freights, earnings, issues, revenues, income, profits, return premiums,
salvage awards or recoveries, recoveries in general average, and all other sums
due or to become due in respect of such Vessel or in respect of any insurance
thereon from any person whomsoever, accounting only for the net profits, if
any, arising from such use of the Vessel and charging upon all receipts from
the use of the Vessel or from the sale thereof by court proceedings or pursuant
to subsection (vi) next following, all costs, expenses, charges,
damages or losses by reason of such use; and if at any time the Mortgagee shall
avail itself of the right herein given them to take the Vessel, the Mortgagee
shall have the right to dock the Vessel, for a reasonable time at any dock,
pier or other premises of the Shipowner without charge, or to dock her at any
other place at the cost and expense of the Shipowner;


 


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(vi) Without
being responsible for loss or damage, the Mortgagee may sell the Vessel upon
such terms and conditions as to the Mortgagee shall seem best, free from any
claim of or by the Shipowner, at public or private sale, by sealed bids or
otherwise, by mailing, by air or otherwise, notice of such sale, whether public
or private, addressed to the Shipowner at its last known address and to any
other registered mortgagee, twenty (20) calendar days prior to the date fixed
for entering into the contract of sale and by first publishing notice of any such
public sale for ten (10) consecutive days, in daily newspapers of general
circulation published in the City of New York, State of New York; in the event
that the Vessel shall be offered for sale by private sale, no newspaper publication
of notice shall be required, nor notice of adjournment of sale; sale may be
held at such place and at such time as the Mortgagee by notice may have specified,
or may be adjourned by the Mortgagee from time to time by announcement at the
time and place appointed for such sale or for such adjourned sale, and without
further notice or publication the Mortgagee may make any such sale at the time
and place to which the same shall be so adjourned; and any sale may be
conducted without bringing the Vessel to the place designated for such sale and
in such manner as the Mortgagee may deem to be for its best advantage, and the
Mortgagee may become the purchaser at any sale. The Shipowner agrees that any
sale made in accordance with the terms of this paragraph shall be deemed made in
a commercially reasonable manner insofar as it is concerned;


 


(vii) Require
that all policies, contracts, certificates of entry and other records relating
to the insurance with respect to the Vessel, including, but not limited to,
those described in Article II, Section 13 hereof (the “Insurances”) (including
details of and correspondence concerning outstanding claims) be forthwith
delivered to or to the order of the Mortgagee;


 


(viii) Collect,
recover, compromise and give a good discharge for any and all monies and claims
for monies then outstanding or thereafter arising under the Insurances or in
respect of the earnings or any requisition compensation and to permit any
brokers through whom collection or recovery is effected to charge the usual
brokerage therefor.


 


Section 2. Power of Sale. Any sale of the Vessel made in pursuance
of this Mortgage, whether under the power of sale hereby granted or any
judicial proceedings, shall operate to divest all right, title and interest of
any nature whatsoever of the Shipowner therein and thereto, and shall bar the
Shipowner, its successors and assigns, and all persons claiming by, through or
under them. No purchaser shall be bound to inquire whether notice has been
given, or whether any default has occurred, or as to the propriety of the sale,
or as to the application of the proceeds thereof. In case of any such sale, the
Mortgagee, if it is the purchaser, shall be entitled, for the purpose of making
settlement or payment for the property purchased, to use and apply the
Indebtedness hereby secured in order that there may be credited against the
amount remaining due and unpaid thereon the sums payable out of the net
proceeds of such sale to the Mortgagee after allowing for the costs and expense
of sale and other charges; and thereupon such purchaser shall be credited, on
account of such purchase price, with the net proceeds that shall have been so
credited upon the Indebtedness hereby secured. At any such sale, the Mortgagee
may bid for and purchase such property and upon compliance with the terms of
sale may hold, retain and dispose of such property without further
accountability therefor.


 


15





















 


Section 3. Power of Attorney-Sale. The
Mortgagee is hereby irrevocably appointed attorney-in-fact of the Shipowner to
execute and deliver to any purchaser aforesaid, and is hereby vested with full
power and authority to make, in the name and on behalf of the Shipowner, a good
conveyance of the title to the Vessel so sold. Any person dealing with the
Mortgagee or attorney-in-fact shall not be put on enquiry as to whether the
power of attorney contained herein has become exercisable. In the event of any
sale of the Vessel, under any power herein contained, the Shipowner will, if
and when required by the Mortgagee, execute such form of conveyance of the
Vessel as the Mortgagee may direct or approve.


 


Section 4. Power of Attorney-Collection.
The Mortgagee is hereby irrevocably appointed attorney-in-fact of the Shipowner
upon the happening of any event of default, in the name of the Shipowner to
demand, collect, receive, compromise and sue for, so far as may be permitted by
law, all freight, hire, earnings, issues, revenues, income and profits of the
Vessel and all amounts due from underwriters under any insurance thereon as
payment of losses or as return premiums or otherwise, salvage awards and
recoveries, recoveries in general average or otherwise, and all other sums due
or to become due at the time of the happening of any event of default as
defined in Section 1 of Article III hereof in respect of the Vessel,
or in respect of any insurance thereon, from any person whomsoever, and to
make, give and execute in the name of the Shipowner acquittances, receipts,
releases or other discharges for the same, whether under seal or otherwise, and
to endorse and accept in the name of the Shipowner all checks, notes, drafts,
warrants, agreements and other instruments in writing with respect to the
foregoing. Any person dealing with the Mortgagee or attorney-in-fact shall not
be put on enquiry as to whether the Power of Attorney contained herein has
become exercisable.


 


Section 5. Delivery of Vessel. Upon the
security constituted by this Mortgage becoming immediately enforceable pursuant
to Section 1 of Article III, the Mortgagee shall (in addition to the
powers described in Section 1 of Article III) become forthwith
entitled (but not bound) to appoint, by an instrument in writing under its seal
or under the hand of any director or officer or authorized signatory, a
receiver and/or manager of the Vessel upon such terms as to remuneration and
otherwise as the Mortgagee shall deem fit with power from time to time to
remove any receiver and appoint another in his stead and any receiver shall be
the agent of the Shipowner (who shall be solely responsible for his acts and
defaults and remuneration) and shall have all the powers conferred by law by
way of addition to, but without limiting, those powers any receiver shall have
all the powers and entitlements conferred on the Mortgagee by this Mortgage and
generally shall be entitled to the same protection and to exercise the same
powers and discretions as are granted to the Mortgagee under this Mortgage.


 


Section 6. Mortgagee to Discharge Liens.
The Shipowner authorizes and empowers the Mortgagee or its appointees or any of
them to appear in the name of the Shipowner, its successors and assigns, in any
court of any country or nation of the world where a suit is pending against the
Vessel because of or on account of any alleged lien against the Vessel from
which the Vessel has not been released and to take such proceedings as to them
or any of them may seem proper towards the defense of such suit and the
purchase or discharge of such lien, and all expenditures made or incurred by
them or any of them for the purpose of such defense or purchase or discharge
shall be a debt due from the Shipowner, its successors and assigns, to the
Mortgagee, and shall be secured by the lien of this Mortgage in like manner and
extent as if the amount and description thereof were written herein.


 


Section 7. Payment of Expenses. The
Shipowner covenants that upon the happening of any one or more of the events of
default, then, upon written demand of the Mortgagee, the Shipowner


 


16





















 


will pay to the Mortgagee the whole amount due and payable in respect
of the Indebtedness hereby secured; and in case the Shipowner shall fail to pay
the same forthwith upon such demand, the Mortgagee shall be entitled to recover
judgment for the whole amount so due and unpaid, together with such further amounts
as shall be sufficient to cover the reasonable compensation of the Mortgagee or
its agents, attorneys and counsel and any necessary advances, expenses and
liabilities made or incurred by it or them or the Mortgagee hereunder. All
moneys collected by the Mortgagee under this Section 7 shall be applied by
the Mortgagee in accordance with the provisions of Section 11 of this Article III.


 


Section 8. Remedies Cumulative. Each and
every power and remedy herein given to the Mortgagee shall be cumulative and
shall be in addition to every other power and remedy herein given or now or
hereafter existing at law, in equity, in admiralty or by statute, and each and
every power and remedy whether herein given or otherwise existing may be
exercised from time to time and as often and in such order as may be deemed
expedient by the Mortgagee, and the exercise or the beginning of the exercise
of any power or remedy shall not be construed to be a waiver of the right to
exercise at the same time or thereafter any other power or remedy. The
Mortgagee shall not be required or bound to enforce any of its rights under any
of the other Credit Documents, prior to enforcing its rights under this
Mortgage. No delay or omission by the Mortgagee in the exercise of any right or
power or in the pursuance of any remedy accruing upon any default as above
defined shall impair any such right, power or remedy or be construed to be a
waiver of any such event of default or to be an acquiescence therein; nor shall
the acceptance by the Mortgagee of any security or of any payment of or on
account of the Indebtedness hereby secured maturing after any event of default
or of any payment on account of any past default be construed to be a waiver of
any right to exercise its remedies due to any future event of default or of any
past event of default not completely cured thereby. No consent, waiver or
approval of the Mortgagee shall be deemed to be effective unless in writing and
duly signed by authorized signatories of the Mortgagee; any waiver by the
Mortgagee of any of the terms of this Mortgage or any consent given under this
Mortgage shall only be effective for the purpose and on the terms which it is
given and shall be without prejudice to the right to give or withhold consent
in relation to future matters (which are either the same or different).


 


Section 9. Cure of Defaults. If at any
time after an event of default and prior to the actual sale of the Vessel by
the Mortgagee or prior to any enforcement or foreclosure proceedings the
Shipowner offers completely to cure all events of default and to pay all
expenses, advances and damages to the Mortgagee consequent on such events of
default, with interest at the interest rate set forth in Section 1.07(b) of
the Credit Agreement, then the Mortgagee may, but shall not be obligated to,
accept such offer and payment and restore the Shipowner to its former position,
but such action, if taken, shall not affect any subsequent event of default or
impair any rights consequent thereon.


 


Section 10. Discontinuance of
Proceedings. In case the Mortgagee shall have proceeded to enforce any right,
power or remedy under this Mortgage by foreclosure, entry or otherwise, and
such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Mortgagee, then and in every such
case the Shipowner and the Mortgagee shall be restored to its former position
and right hereunder with respect to the property subject or intended to be
subject to this Mortgage, and all rights, remedies and powers of the Mortgagee
shall continue as if no such proceedings had been taken.


 


Section 11. Application of Proceeds.
After an event of default hereunder shall have occurred and be continuing, the
proceeds of any sale of the Vessel and any and all other moneys received by the
Mortgagee pursuant to or under the terms of this Mortgage or in any proceedings


 


17





















 


hereunder, the application of which has not elsewhere herein been
specifically provided for, shall be applied as follows:


 


First: To the
payment of all costs and expenses (together with interest thereon as set forth
in Section 14 of Article II) of the Mortgagee, including the reasonable
compensation of its agents and attorneys, by reason of any sale, retaking,
management or operation of the Vessel and all other sums payable to the
Mortgagee hereunder by reason of any expenses or liabilities incurred or advances
made by it for the protection, maintenance and enforcement of the security or
of any of its rights hereunder, under the Credit Agreement, the Subsidiaries
Guaranty and under the other Credit Documents or in the pursuit of any remedy
hereby or thereby conferred; and at the option of the Mortgagee to the payment
of any taxes, assessments or liens claiming priority over the lien of this
Mortgage; and


 


Second: To the
Pledgee (as defined in the Pledge Agreement) for its distribution in accordance
with the provisions of Section 9 of the Pledge Agreement; and


 


Third: To the
Shipowner or as may be directed by a court of competent jurisdiction.


 


Section 12. Possession Until Default.
Until one or more of the events of default hereinafter described shall happen,
the Shipowner (a) shall be suffered and permitted to retain actual
possession and use of the Vessel and (b) shall have the right, from time
to time, in its discretion, and without application to the Mortgagee, and
without obtaining a release thereof by the Mortgagee, to dispose of, free from
the lien hereof, any boilers, engines, machinery, masts, spars, sails, rigging,
boats, anchors, chains, tackle, apparel, furniture, fittings or equipment or
any other appurtenances of the Vessel that are no longer useful, necessary,
profitable or advantageous in the operation of the Vessel, first or simultaneously
replacing the same by new boilers, engines, machinery, masts, spars, sails,
rigging, boats, anchors, chains, tackle, apparel, furniture, fittings,
equipment, or other appurtenances of substantially equal value to the Shipowner,
which shall forthwith become subject to the lien of this Mortgage as a first
priority mortgage thereon.


 


Section 13. Severability of Provisions.
etc. (a) If any provision of this Mortgage should be deemed invalid or
shall be deemed to affect adversely the preferred status of this Mortgage under
any applicable law, such provision shall be void and of no effect and shall
cease to be a part of this Mortgage without affecting the remaining provisions,
which shall remain in full force and effect.


 


(b) In the event that the Subsidiaries
Guaranty, this Mortgage, any of the other Credit Documents or any of the
documents or instruments which may from time to time be delivered thereunder or
hereunder or any provision thereof or hereof shall be deemed invalidated by
present or future law of any nation or by decision of any court, this shall not
affect the validity and/or enforceability of all or any other parts of the
Subsidiaries Guaranty, this Mortgage, any of the other Credit Documents or such
documents or instruments and, in any such case, the Shipowner covenants and
agrees that, on demand, it will execute and deliver such other and further
agreements and/or documents and/or instruments and do such things as the
Mortgagee in its sole discretion may reasonably deem to be necessary to carry
out the true intent of this Mortgage, the Subsidiaries Guaranty and the other
Credit Documents.


 


(c) In the event that the title, or
ownership of the Vessel shall be requisitioned, purchased or taken by any
government of any country or any department, agency or representative thereof,


 


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pursuant to any present or future law, proclamation, decree order or
otherwise, the lien of this Mortgage shall be deemed to attach to the claim for
compensation therefor, and the compensation, purchase or other taking of such title
or ownership is hereby agreed to be payable to the Mortgagee who shall be entitled
to receive the same and shall apply it as provided in Section 11 of this Article III.
In the event of any such requisition, purchase or taking, and the failure of
the Mortgagee to receive proceeds as herein provided, the Shipowner shall
promptly execute and deliver to the Mortgagee such documents, if any, as in the
opinion of the Mortgagee may be necessary or useful to facilitate or expedite
the collection by the Mortgagee of such part of the compensation, purchase
price, reimbursement or award as is payable to it hereunder.


 


(d) Anything herein to the contrary
notwithstanding, it is intended that nothing herein shall waive the priority
status of this Mortgage, and if any provision of this Mortgage or portion
thereof shall be construed to waive the priority status of this Mortgage, then
such provision to such extent shall be void and of no effect.


 


ARTICLE IV


 


Sundry
Provisions


 


Section 1. Successors and Assigns. All
of the covenants, promises, stipulations and agreements of the Shipowner in
this Mortgage contained shall bind the Shipowner and its successors and shall
inure to the benefit of the Mortgagee and its successors and assigns. In the
event of any assignment or transfer of this Mortgage, the term “Mortgagee”, as
used in this Mortgage, shall be deemed to mean any such assignee or transferee.


 


Section 2. Power of Substitution.
Wherever and whenever herein any right, power or authority is granted or given
to the Mortgagee, such right, power or authority may be exercised in all cases
by the Mortgagee or such agent or agents as it may appoint, and the act or acts
of such agent or agents when taken shall constitute the act of the Mortgagee
hereunder.


 


Section 3. Counterparts. This Mortgage may be executed in any
number of counterparts, each of which shall be an original, but such counterparts
shall together constitute but one and the same instrument.


 


Section 4. Notices. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including telexed, telegraphic, telex, telecopier or cable communication) and
mailed, telexed, telecopied, cabled or delivered, if to the Shipowner or to the
Mortgagee, at its address as specified below, or at such other address as shall
be designated by such party in a written notice to the other party:


 


If to the
Shipowner, addressed to it in care of:


 


General Maritime Corporation


299 Park Avenue


New York, NY 10171-0002


Telephone: (212) 763-5600


Facsimile: (212) 763-5602


 


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If to the
Mortgagee, addressed to it:


 


Nordea Bank Finland PLC, New York Branch


437 Madison Avenue, 21st Floor


New York, NY 10022


Attention: Mr. Hans Chr. Kjelsrud


Facsimile: (212) 421 4420


 


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 Mortgagee shall not be effective
until received by the Mortgagee.


 


Section 5. Recording Clause. For purposes
of recording this First Preferred Mortgage as required by Chapter 3 of Title 21
of the Liberian Code of Laws of 1956, as amended, the total amount of this
Mortgage is Eight Hundred Fifty Million United States Dollars (U.S.
$850,000,000), and interest and performance of mortgage covenants. The maturity
date is on demand. There is no separate discharge amount.


 


Section 6. Further Assurances The
Shipowner shall execute and do all such assurances, acts and things as the
Mortgagee, or any receiver in its absolute discretion may require for:


 


(a) perfecting
or protecting the security created (or intended to be created) by this
Mortgage; or


 


(b) preserving
or protecting any of the rights of the Mortgagee under this Mortgage (or any of
them); or


 


(c) ensuring
that the security constituted by this Mortgage and the covenants and
obligations of the Shipowner under this Mortgage shall enure to the benefit of
assignees of the Mortgagee (or any of them); or


 


(d) facilitating
the appropriation or realization of the Vessel or any part thereof and
enforcing the security constituted by this Mortgage on or at any time after the
same shall have become enforceable; or


 


(e) the
exercise of any power, authority or discretion vested in the Mortgagee under
this Mortgage,


 


in any such case, forthwith upon demand by the Mortgagee and at the
expense of the Shipowner. Without limitation of the foregoing, in connection
with any Interest Rate Protection Agreements or Other Hedging Agreements
entered into from time to time, the Shipowner shall, at its expense, enter
into, deliver and cause to be recorded such amendments and supplements to this
Mortgage, and such other instruments and legal opinions, as the Mortgagee may
reasonably request.


 


Section 7. Governing Law. The provisions of this Mortgage shall,
with respect to its validity, effect, recordation and enforcement, be governed
by and construed in accordance with the applicable laws of the Republic of
Liberia.


 


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Section 8. Additional Rights of the
Mortgagee. In the event the Mortgagee shall be entitled to exercise any of its
remedies under Article III hereof, the Mortgagee shall have the right to
arrest and take action against the Vessel at whatever place the Vessel shall be
found lying and for the purpose of any action which the Mortgagee may bring
before the Courts of such jurisdiction or other judicial authority and for the
purpose of any action which the Mortgagee may bring against the Vessel, any
writ, notice, judgment or other legal process or documents may (without
prejudice to any other method of service under applicable law) be served upon
the Master of the Vessel (or upon anyone acting as the Master) and such service
shall be deemed good service on the Shipowner for all purposes.


 


[THE REMAINDER OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]


 


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IN WITNESS WHEREOF, the Shipowner has caused
this First Preferred Mortgage over the [VESSEL NAME] to be duly executed by its
authorized representative the day and year first above written.


 


	
   

  	
  [NAME OF SHIPOWNER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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ACKNOWLEDGMENT


 


	
  STATE OF NEW YORK

  	
  )

  
	
   

  	
  :

  	
  SS: 

  
	
  COUNTY OF NEW YORK

  	
  )

  



 


On this [ ] day of [DATE], before me personally
appeared [NAME], known to me to be the person who executed the foregoing
instrument, who, being by me duly sworn did depose and say that he resides at                                      ,
New York, NY; that he is [TITLE] of [SHIPOWNER], the Liberian limited liability
company described in and which executed the foregoing instrument; that he
signed his name pursuant to authority granted to him by [SHIPOWNER]; and that
he further acknowledged that said instrument is the act and deed of [SHIPOWNER].


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  



 


[FOR USE IN THE REPUBLIC OF
LIBERIA]


 


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