Exhibit 10.11


 


PLEDGE AND SECURITY AGREEMENT


 


PLEDGE AND SECURITY AGREEMENT (as amended, modified,
restated and/or supplemented from time to time, this “Agreement”), dated
as of October 31, 2005, made by each of the undersigned pledgors (each a “Pledgor”
and, together with any other entity that becomes a pledgor hereunder pursuant
to Section 25 hereof, the “Pledgors”) to NORDEA BANK FINLAND PLC,
New York Branch, as collateral agent (in such capacity, together with any
successor collateral agent, the “Pledgee”), for the benefit of the
Secured Creditors (as defined below) and NORDEA BANK FINLAND PLC, New York
Branch, as Deposit Account Bank (in such capacity, as the “Deposit Account
Bank”).


 


W I T N E S S E T H
:


 


WHEREAS, General Maritime Corporation (the “Borrower”),
the various lenders from time to time party thereto (the “Lenders”), and
Nordea Bank Finland plc, New York Branch, as Administrative Agent and
Collateral Agent (in such capacity, together with any successor Administrative
Agent, the “Administrative Agent”), have entered into a Credit
Agreement, dated as of October 26, 2005 (as amended, modified, restated
and/or supplemented from time to time, the “Credit Agreement”),
providing for the making of Loans to the Borrower as contemplated therein (the
Lenders holding from to time outstanding Loans (and/or Loan Commitments), the
Administrative Agent and the Pledgee, in each of the aforementioned capacities,
are herein called the “Lender Creditors”);


 


WHEREAS, pursuant to Section 1.2 hereof, each
applicable Pledgor and the Deposit Account Bank are entering into the Control
Agreement attached hereto as Annex H simultaneously herewith;


 


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


 


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


 


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


 





















 


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


 


1.  SECURITY FOR OBLIGATIONS; ESTABLISHMENT OF
CONCENTRATION ACCOUNT.


 


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


 


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


 


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


 


2





















 


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


 


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


 


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


 


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


 


1.2.  Concentration Accounts.  The
relevant Pledgor and the Pledgee have established in the name and for the benefit
of the Pledgee, as agent for the Secured Creditors, the Concentration Accounts
for purposes of this Agreement and the other relevant Credit Documents, which
Concentration Accounts are maintained with the Pledgee as the deposit account
bank located at 437 Madison Avenue, 21st, New York, New York 
10022 (the “Deposit Account Bank”).   Each relevant Pledgor and the Pledgee are
entering into the Control Agreement attached hereto as Annex H (the “Control
Agreement”) simultaneously herewith, which provides that the Concentration
Accounts shall be under the control of the Pledgee, as agent for the Secured
Creditors, and the Pledgee shall have the right to direct withdrawals from the
Concentration Accounts and to exercise all rights with respect to all of the Earnings
Collateral (as defined below) from time to time therein pursuant to the terms
of this Agreement and the Control Agreement.  All Earnings Collateral delivered
to, or held by or on behalf of, the Pledgee pursuant to each of the Assignments
of Earnings shall be held in the Concentration Accounts in accordance with the
provisions thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Cash Collateralized Letters of Credit” shall
mean all Letters of Credit which have been Cash Collateralized pursuant to Section 4.02(a) of
the Credit Agreement.


 


3





















 


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


 


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


 


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


 


“Concentration Accounts” shall mean,
collectively, the following accounts: 

GMR AGAMEMNON LLC 4060927101; GMR AJAX LLC 4060928901; GMR ALEXANDRA LLC 4063494901; GMR ARGUS LLC 7409102001; GMR CONSTANTINE LLC 4060939601; GMR DEFIANCE LLC 7424292001; GMR GULF LLC 7408782001; GMR HOPE LLC 7408942001; GMR HORN LLC 7408862001; GMR MINOTAUR 4060938801; GMR ORION LLC 7408292001; GMR PHOENIX LLC 7408112001; GMR PRINCESS LLC 7409772001; GMR PROGRESS LLC 7409692001; GMR REVENGE LLC 7423952001; GMR SPYRIDON LLC 7409022001; GMR STRENGTH LLC 7424112001; GMR NEWBUILDER 1, LLC 8892462001; GMR
NEWBUILDER 2, LLC 8892532001; GMR NEWBUILDER 3, LLC 8892612001; and GMR
NEWBUILDER 4, LLC 8892792001.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Limited Liability Company Assets” means all
assets, whether tangible or intangible and whether real, personal or mixed
(including, without limitation, all limited liability company capital and
interest in other limited liability companies), at any time owned or
represented by any Limited Liability Company Interest.


 


4





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Primary Concentration Account” shall have the
meaning provided in Section 20(c).


 


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


 


“Required Secured Creditors” means (i) at
any time when any Credit Document Obligations are outstanding or any
Commitments under the Credit Agreement exist, the Required Lenders (or, to the
extent provided in Section 13.12 of the Credit Agreement, each of the
Lenders), and (ii) at any time after all of the Credit Document
Obligations have been paid in full in cash and all Commitments under the Credit
Agreement have been terminated and if any Other Obligations are outstanding,
the holders of a majority of the Other Obligations.


 


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


 


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


 


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


 


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


 


5





















 


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


 


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


 


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


 


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


 


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


 


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


 


“Vessel Subsidiary Guarantor”
has the meaning set forth in Section 3.1(b).


 


3.  PLEDGE OF STOCK, ACCOUNTS, ETC.


 


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


 


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


 


(b)           all Stock of any
Subsidiary Guarantor which owns (x) a Mortgaged Vessel, (y) is party to a
Construction Contract or (z) owns any interests, directly or indirectly, in a
Subsidiary Guarantor which owns a Mortgaged Vessel or is party to a
Construction Contract (each such Subsidiary Guarantor a “Vessel Subsidiary
Guarantor”) and is  owned by such
Pledgor from time to time and all options and warrants owned by such Pledgor
from time to time to purchase Stock of any such Subsidiary Guarantor;


 


6





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


7





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8





















 


below (as promptly as practicable and, in any event,
within 30 days after it obtains such Collateral) for the benefit of the Pledgee
and the Secured Creditors:


 


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


 


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


 


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


 


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


 


(v)           with respect to cash
proceeds from any of the Collateral described in Section 3.1 hereof which
are not released to such Pledgor in accordance with Section 6 hereof, (i) establishment
by the Pledgee of a cash account in the name of such Pledgor over which the
Pledgee shall have exclusive and absolute control and dominion (and no
withdrawals or transfers may be made therefrom by any Person except with the
prior written consent of the Pledgee) and (ii) deposit of such cash in
such cash account.


 


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


 


9





















 


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


 


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


 


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


 


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


 


3.5.  Certain
Representations and Warranties Regarding the Collateral.  Each Pledgor represents and warrants that on
the date hereof: (i) the jurisdiction of organization of such Pledgor, and
such Pledgor’s organizational identification number, is listed on Annex A
hereto; (ii) each Subsidiary of such Pledgor that is a Vessel Subsidiary
Guarantor is listed in Annex B hereto; (iii) the Stock (and any warrants
or options to purchase Stock) of any Vessel Subsidiary Guarantor held by such
Pledgor consists of the number and type of shares of the stock (or warrants or
options to purchase any stock) of the corporations as described in Annex C
hereto; (iv) such Stock constitutes that percentage of the issued and
outstanding capital stock of the respective Vessel Subsidiary Guarantors as is
set forth in Annex C hereto; (v) the Limited Liability Company Interests
in any and all Vessel Subsidiary Guarantors held by such Pledgor consist of the
number and type of interests of the respective Subsidiary Guarantors described
in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes
that percentage of the issued and outstanding equity interest of the respective
Subsidiary Guarantors as set forth in Annex D hereto; (vii) the
Partnership Interests held by such Pledgor in any and all Vessel Subsidiary
Guarantors consist of the number and type of interests of the respective Vessel
Subsidiary Guarantors described in Annex E hereto; (viii) each


 


10





















 


such Partnership
Interest constitutes that percentage or portion of the entire partnership
interest of the Partnership as set forth in Annex E hereto; (ix) such
Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof
with respect to each item of Collateral described in Annexes B through E
hereto; and (xi) on the date hereof, such Pledgor owns no other Stock, Limited
Liability Company Interests or Partnership Interests of, in each case, any
Vessel Subsidiary Guarantor.


 


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


 


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


 


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


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


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


 


(iv)          at any time and from
time to time to sell, assign and deliver, or grant options to purchase, all or
any part of the Collateral, or any interest therein, at any public or private
sale, without demand of performance, advertisement or notice of intention to
sell or of the time or place of sale or adjournment thereof or to redeem or
otherwise (all of which are hereby waived by each Pledgor), for cash, on credit
or for other property, for immediate or future delivery without any assumption
of credit risk, and for such price or prices and on such terms as the Pledgee in
its absolute discretion may determine, provided that at least 10 days’
written notice of the time and place of any such sale shall be given to the
Pledgors.  The Pledgee shall not be
obligated to make any such sale of Collateral regardless of whether any such
notice of sale has theretofore been given. 
Each Pledgor hereby waives and releases to the fullest extent permitted
by law any right or equity of redemption with respect to the Collateral,
whether before or after sale hereunder, and all rights, if any, of marshalling
the Collateral and any other security for the Obligations or otherwise.  At any such sale, unless prohibited by
applicable law, the Pledgee on behalf of the Secured Creditors may bid for and
purchase all or any part of the Collateral so sold free from any such right or
equity of redemption. Neither the Pledgee nor any other Secured Creditor shall
be liable for failure to collect or realize upon any or all of the Collateral
or for any delay in so doing nor shall any of them be under any obligation to
take any action whatsoever with regard thereto; and


 


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


 


12





















 


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


 


9.  APPLICATION OF PROCEEDS.  (a)  All monies collected by the Pledgee
upon any sale or other disposition of the Collateral of each Pledgor, together
with all other monies received by the Pledgee hereunder (except to the extent released
in accordance with the applicable provisions of this Agreement or any other
Credit Document), shall be applied to the payment of the Obligations as
follows:


 


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


 


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


 


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


 


13





















 


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


 


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


 


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


 


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


 


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


 


(e)           For
purposes of applying payments received in accordance with this Section 9,
the Pledgee shall be entitled to rely upon (i) the Administrative Agent
under the Credit Agreement and (ii) the Representative for the Other
Creditors or, in the absence of such a Representative, upon


 


14





















 


the Other Creditors for a determination (which the
Administrative Agent, each Representative for any Other Creditors and the Secured
Creditors agree (or shall agree) to provide upon request of the Pledgee) of the
outstanding Primary Obligations and Secondary Obligations owed to the Lender
Creditors or the Other Creditors, as the case may be.  Unless it has actual knowledge (including by
way of written notice from a Lender Creditor or an Other Creditor) to the
contrary, the Administrative Agent and each Representative, in furnishing
information pursuant to the preceding sentence, and the Pledgee, in acting
hereunder, shall be entitled to assume that no Secondary Obligations are
outstanding. Unless it has actual knowledge (including by way of written notice
from an Other Creditor) to the contrary, the Pledgee, in acting hereunder,
shall be entitled to assume that no Interest Rate Protection Agreements are in
existence.


 


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


 


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


 


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


 


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


 


15





















 


Company Interest or Partnership Interest pursuant
hereto, this Agreement shall not be construed as creating a partnership or
joint venture among the Pledgee, any other Secured Creditor, any Pledgor and/or
any other Person.


 


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


 


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


 


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


 


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


 


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


 


14.  THE PLEDGEE AS AGENT.  The Pledgee will hold in accordance with this
Agreement all items of the Collateral at any time received under this
Agreement. It is expressly understood and agreed by each Secured Creditor that
by accepting the benefits of this Agreement each such Secured Creditor
acknowledges and agrees that the obligations of the Pledgee as holder of the
Collateral and interests therein and with respect to the disposition thereof,
and otherwise under


 


16





















 


this Agreement, are only those expressly set forth in
this Agreement and in Section 12 of the Credit Agreement.  The Pledgee shall act hereunder on the terms
and conditions set forth herein and in Section 13 of the Credit Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)           the execution,
delivery and performance of this Agreement will not violate any provision of
any applicable law or regulation or of any order, judgment, writ, award or
decree


 


17





















 


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


 


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


 


(vii)         the pledge and
collateral assignment to, and possession by, the Pledgee of the Collateral
pledged by such Pledgor hereunder consisting of Certificated Securities
pursuant to this Agreement creates a valid and perfected first priority
security interest in such Certificated Securities, and the proceeds thereof, subject
to no prior Lien or to any agreement purporting to grant to any third party a
Lien on the property or assets of such Pledgor which would include the
Certificated Securities, except for Permitted Liens, and the Pledgee is
entitled to all the rights, priorities and benefits afforded by the UCC or
other relevant law as enacted in any relevant jurisdiction to perfect security
interests in respect of such Collateral; and;


 


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


 


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


 


17.           JURISDICTION
OF ORGANIZATION; CHIEF EXECUTIVE OFFICE; RECORDS.  The jurisdiction of organization of each
Pledgor is specified in Annex A hereto. 
The chief executive office of each Pledgor is located at the address
specified in Annex F hereto.  Each
Pledgor will not change the jurisdiction of its organization or move its chief
executive office except to such new jurisdiction or location as such Pledgor
may establish in accordance with the last sentence of this Section 17.  The originals of all documents in the
possession of such Pledgor evidencing all Collateral, including but not limited
to all Limited Liability Company Interests and Partnership Interests, and the
only original books of account and records of such Pledgor relating


 


18





















 


thereto are, and will continue to be, kept at such
chief executive office as specified in Annex F hereto, or at such new locations
as such Pledgor may establish in accordance with the last sentence of this Section 17.  All Limited Liability Company Interests and
Partnership Interests are, and will continue to be, maintained at, and
controlled and directed (including, without limitation, for general accounting
purposes) from, such chief executive office as specified in Annex F hereto, or
such new locations as such Pledgor may establish in accordance with the last
sentence of this Section 17.  No
Pledgor shall establish a new jurisdiction of organization or a new location
for such chief executive offices until (i) it shall have given to the
Pledgee not less than 15 days’ prior written notice of its intention so to do,
providing clear details of such new jurisdiction of organization or new
location, as the case may be, and providing such other information in
connection therewith as the Pledgee may reasonably request, and (ii) with
respect to such new jurisdiction of organization or new location, as the case may
be, it shall have taken all action, satisfactory to the Pledgee (and, to the
extent applicable, in accordance with Section 3.2 hereof), to maintain the
security interest of the Pledgee in the Collateral intended to be granted
hereby at all times fully perfected and in full force and effect.  Promptly after establishing a new
jurisdiction of organization or new location for such chief executive offices
in accordance with the immediately preceding sentence, the respective Pledgor
shall deliver to the Pledgee a supplement to Annex A hereto or Annex F hereto,
as the case may be, so as to cause such Annex A or F, as the case may be, to be
complete and accurate.


 


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


 


19.  REGISTRATION, ETC.  If at any time when the Pledgee shall
determine to exercise its right to sell all or any part of the Collateral
consisting of Stock, Limited Liability Company Interests or Partnership
Interests pursuant to Section 7 hereof, and the Collateral or the part
thereof to be sold shall not, for any reason whatsoever, be effectively
registered under the Securities Act, as then in effect, the Pledgee may, in its
sole and absolute discretion, sell such Collateral, as the case may be, or part
thereof by private sale in such manner and under such circumstances as the
Pledgee may deem necessary or advisable in order that such sale may legally be
effected without such registration. 
Without limiting the generality of the foregoing, in any such


 


19





















 


event the Pledgee, in its sole and absolute discretion
(i) may proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Collateral or part
thereof shall have been filed under such Securities Act, (ii) may approach
and negotiate with a single possible purchaser to effect such sale, and (iii) may
restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment, and not with a
view to the distribution or sale of such Collateral or part thereof.  In the event of any such sale, the Pledgee
shall incur no responsibility or liability for selling all or any part of the
Collateral at a price which the Pledgee, in its sole and absolute discretion,
in good faith deems reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might be realized if the sale
were deferred until after registration as aforesaid.


 


20.  TERMINATION;
RELEASE.  (a)  After the Termination
Date, this Agreement and the security interest created hereby shall terminate
(provided that all indemnities set forth herein including, without limitation,
in Section 11 hereof shall survive any such termination), and the Pledgee,
at the request and expense of any Pledgor, will as promptly as practicable
execute and deliver to such Pledgor a proper instrument or instruments
acknowledging the satisfaction and termination of this Agreement, and will duly
assign, transfer and deliver to such Pledgor (without recourse and without any
representation or warranty) such of the Collateral as has not theretofore been
sold or otherwise applied or released pursuant to this Agreement or any other
Credit Document, together with any monies at the time held by the Pledgee or
any of its sub-agents hereunder.  As used
in this Agreement, “Termination Date” shall mean the date upon which the
Total Loan Commitment under the Credit Agreement has been terminated and all
Interest Rate Protection Agreements and Other Hedging Agreements applicable to
Loans (and/or the Commitments) entered into with any Other Creditors have been
terminated, no Note under the Credit Agreement is outstanding and all Loans
thereunder have been repaid in full, all Letters of Credit (other than Cash
Collateralized Letters of Credit) issued under the Credit Agreement have been
terminated and all Obligations then due and payable have been paid in full.


 


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


 


(c)           At
any time that a Pledgor desires to close a Concentration Account, it shall,
with the consent of the Pledgee, redirect the contents of such Concentration
Account to such other Concentration Account as the Pledgee shall specify to
such Pledgor, and all future deposits shall be required to be made in such
specified Concentration Account (the “Primary Concentration Account”).


 


(d)           At
any time that a Pledgor desires that the Pledgee assign, transfer and deliver
Collateral (and releases therefor) as provided in Section 20(a) or (b) hereof,
it shall deliver to the


 


20





















 


Pledgee a certificate signed by a principal executive
officer of such Pledgor stating that the release of the respective Collateral
is permitted pursuant to such Section 20(a) or (b).


 


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


 


21.  NOTICES, ETC.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telexed, telegraphic or telecopier communication) and
mailed, telexed, telecopied or delivered: 
if to any Pledgor, at c/o General Maritime Corporation, 299 Park Avenue,
as agent, New York, New York, 10171-0002, with copies to Kramer Levin Naftalis &
Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036, Attention:  Thomas E. Molner, Esq., Telephone
No.:  (212) 715-9100, Telecopier
No.:  (212) 715-8000; if to any Lender
Creditor, at its address specified opposite its name on Schedule II to the
Credit Agreement; and if to the Pledgee, at its Notice Office; and, as to each
Other Creditor, at such other address as shall be designated by such Secured
Creditor in a written notice to the Borrower and the Administrative Agent.  All such notices and communications shall, (i) when
mailed, be effective three Business Days after being deposited in the mails,
prepaid and properly addressed for delivery, (ii) when sent by overnight
courier, be effective one Business Day after delivery to the overnight courier
prepaid and properly addressed for delivery on such next Business Day, or (iii) when
sent by telex or telecopier, be effective when sent by telex or telecopier,
except that notices and communications to the Pledgee or any Pledgor shall not
be effective until received by the Pledgee or such Pledgor, as the case may be.


 


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


 


23.  MISCELLANEOUS.  This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of and be enforceable by each of the parties hereto and its
successors and assigns, provided that no Pledgor may assign any of its rights
or obligations under this Agreement except in accordance with the terms of the
Secured Debt Agreements.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE
OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14
OF ARTICLE 5 OF THE NEW YORK GENERAL OBLIGATIONS LAW).  EACH PARTY TO THIS AGREEMENT


 


21





















 


IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN
ANY ACTION PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  The headings in this
Agreement are for purposes of reference only and shall not limit or define the
meaning hereof.  This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument. 
In the event that any provision of this Agreement shall prove to be invalid
or unenforceable, such provision shall be deemed to be severable from the other
provisions of this Agreement which shall remain binding on all parties hereto.


 


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


 


25.                              ADDITIONAL PLEDGORS. It
is understood and agreed that any Subsidiary of the Borrower that is required
to become a party to this Agreement after the date hereof pursuant to the
requirements of the Credit Agreement shall automatically become a Pledgor
hereunder by (x) executing a counterpart hereof and/or a Subsidiary assumption
agreement, in each case in form and substance satisfactory to the Pledgee, (y)
delivering supplements to Annexes A through F hereto as are necessary to cause
such Annexes to be complete and accurate with respect to such additional
Pledgor on such date and (z) taking all actions as specified in Section 3
of this Agreement as would have been taken by such Pledgor had it been an
original party to this Agreement, in each case with all documents required
above to be delivered to the Pledgee and with all actions required to be taken
above to be taken to the reasonable satisfaction of the Pledgee.


 


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


 


* * *


 


22





















 


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


 


	
   

  	
  GENERAL MARITIME CORPORATION,

  
	
   

  	
   

  	
  as a Pledgor

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  GMR ADMINISTRATION CORP.,

  
	
   

  	
  GMR AGAMEMNON LLC,

  
	
   

  	
  GMR AJAX LLC,

  
	
   

  	
  GMR ALEXANDRA LLC,

  
	
   

  	
  GMR ARGUS LLC,

  
	
   

  	
  GMR CONSTANTINE LLC,

  
	
   

  	
  GMR DEFIANCE LLC,

  
	
   

  	
  GMR GULF LLC,

  
	
   

  	
  GMR HOPE LLC,

  
	
   

  	
  GMR HORN LLC,

  
	
   

  	
  GMR MINOTAUR LLC,

  
	
   

  	
  GMR ORION LLC,

  
	
   

  	
  GMR PHOENIX LLC,

  
	
   

  	
  GMR PRINCESS LLC,

  
	
   

  	
  GMR PROGRESS LLC,

  
	
   

  	
  GMR REVENGE LLC,

  
	
   

  	
  GMR SPYRIDON LLC,

  
	
   

  	
  GMR STRENGTH LLC,

  
	
   

  	
  GMR NEWBUILDING 1, LLC,

  
	
   

  	
  GMR NEWBUILDING 2, LLC,

  
	
   

  	
  GMR NEWBUILDING 3, LLC,

  
	
   

  	
  GMR NEWBUILDING 4, LLC,

  
	
   

  	
   

  	
  as Pledgors

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 





















 


	
  Accepted and Agreed to:

  
	
   

  
	
   

  
	
  NORDEA BANK FINLAND
  PLC,

  
	
  NEW YORK BRANCH,

  
	
  as Pledgee

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Hans Chr. Kjelsrud

  	
   

  
	
   

  	
  Name:  Hans Chr. Kjelsrud

  	
   

  
	
   

  	
  Title:    Senior Vice President

  	
   

  
	
   

  
	
  By:

  	
  /s/ Anne Engen

  	
   

  
	
   

  	
  Name:  Anne Engen

  	
   

  
	
   

  	
  Title:    Vice President

  	
   

  
	
   

  
	
  NORDEA BANK FINLAND
  PLC,

  
	
   

  	
  NEW YORK
  BRANCH,

  	
   

  
	
   

  	
  as Deposit
  Account Bank

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Hans Chr. Kjelsrud

  	
   

  
	
   

  	
  Name:  Hans Chr. Kjelsrud

  	
   

  
	
   

  	
  Title:    Senior Vice President

  	
   

  
	
   

  
	
  By:

  	
  /s/ Anne Engen

  	
   

  
	
   

  	
  Name:  Anne Engen

  	
   

  
	
   

  	
  Title:    Vice President

  	
   

  



 





















 


ANNEX A


to


PLEDGE AND SECURITY AGREEMENT


 


EXACT LEGAL NAME OF EACH PLEDGOR AND
JURISDICTION OF


ORGANIZATION


 


	
  Name of Pledgor

  	
   

  	
  Jurisdiction of
  Organization

  	
   

  	
  Organizational ID Number

  
	
  General Maritime Corporation

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Administration Corp.

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Agamemnon LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR Ajax LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR Alexandra LLC

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Argus LLC

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Constantine LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR Defiance LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR Gulf LLC

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Hope LLC

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Horn LLC

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Minotaur LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR Orion LLC

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Phoenix LLC

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Princess LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR Progress LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR Revenge LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR Spyridon LLC

  	
   

  	
  Republic of the Marshall Islands

  	
   

  	
  N/A

  
	
  GMR Strength LLC

  	
   

  	
  Republic of
  Liberia

  	
   

  	
  N/A

  
	
  GMR NewBuilding 1, LLC

  	
   

  	
  Isle of Man

  	
   

  	
  N/A

  
	
  GMR NewBuilding 2, LLC

  	
   

  	
  Isle of Man

  	
   

  	
  N/A

  
	
  GMR NewBuilding 3, LLC

  	
   

  	
  Isle of Man

  	
   

  	
  N/A

  
	
  GMR NewBuilding 4, LLC

  	
   

  	
  Isle of Man

  	
   

  	
  N/A

  



 





















 


ANNEX B


to


PLEDGE AND SECURITY AGREEMENT


 


LIST OF
SUBSIDIARIES


 


	
  Pledgor

  	
   

  	
  Direct Subsidiaries

  
	
  I.                                        General Maritime Corporation

  	
   

  	
  GMR Administration Corp.

  
	
   

  	
   

  	
  GMR Agamemnon LLC

  
	
   

  	
   

  	
  GMR Ajax LLC

  
	
   

  	
   

  	
  GMR Alexandra LLC

  
	
   

  	
   

  	
  GMR Argus LLC

  
	
   

  	
   

  	
  GMR Constantine LLC

  
	
   

  	
   

  	
  GMR Defiance LLC

  
	
   

  	
   

  	
  GMR Gulf LLC

  
	
   

  	
   

  	
  GMR Hope LLC

  
	
   

  	
   

  	
  GMR Horn LLC

  
	
   

  	
   

  	
  GMR Minotaur LLC

  
	
   

  	
   

  	
  GMR Orion LLC

  
	
   

  	
   

  	
  GMR Phoenix LLC

  
	
   

  	
   

  	
  GMR Princess LLC

  
	
   

  	
   

  	
  GMR Progress LLC

  
	
   

  	
   

  	
  GMR Revenge LLC

  
	
   

  	
   

  	
  GMR Spyridon LLC

  
	
   

  	
   

  	
  GMR Strength LLC

  
	
   

  	
   

  	
  GMR NewBuilding 1, LLC

  
	
   

  	
   

  	
  GMR NewBuilding 2, LLC

  
	
   

  	
   

  	
  GMR NewBuilding 3, LLC

  
	
   

  	
   

  	
  GMR NewBuilding 4, LLC

  
	
  II.                                    All Other Pledgors

  	
   

  	
  None

  



 





















 


ANNEX C


to


PLEDGE AND SECURITY AGREEMENT


 


LIST OF STOCK


 


	
  Name of Subsidiary

  	
   

  	
  Percent(%)
  Ownership

  
	
  GMR Administration Corp.

  	
   

  	
  100% by General Maritime Corporation

  



 





















 


ANNEX D


to


PLEDGE AND SECURITY AGREEMENT


 


LIST OF LIMITED LIABILITY COMPANY INTERESTS


 


I.                                        General
Maritime Corporation


 


	
  Name of Limited

  Liability Company

  	
   

  	
  Type of Interest

  	
   

  	
  Percentage

  Owned

  	
   

  	
  Sub-clause
  of Section

  3.2(a) of First Priority

  Pledge and Security

  Agreement

  
	
  General Maritime Management LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Argus LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Defiance LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Gulf LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Hope LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Horn LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Orion LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Phoenix LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Princess LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Progress LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Revenge LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Spyridon LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Strength LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR NewBuilding 1, LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  99

  	
  %

  	
  (i)

  
	
  GMR NewBuilding 2, LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  99

  	
  %

  	
  (i)

  
	
  GMR NewBuilding 3, LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  99

  	
  %

  	
  (i)

  
	
  GMR NewBuilding 4, LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  99

  	
  %

  	
  (i)

  



 





















 


II.                                    GMR
Administration Corp.


 


	
  Name of Limited

  Liability Company

  	
   

  	
  Type of Interest

  	
   

  	
  Percentage Owned

  	
   

  	
  Sub-clause
  of Section

  3.2(a) of First Priority

  Pledge and Security

  Agreement

  
	
  GMR Agamemnon LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Ajax LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Alexandra LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Constantine LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR Minotaur LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  100

  	
  %

  	
  (i)

  
	
  GMR NewBuilding 1, LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  1

  	
  %

  	
  (i)

  
	
  GMR NewBuilding 2, LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  1

  	
  %

  	
  (i)

  
	
  GMR NewBuilding 3, LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  1

  	
  %

  	
  (i)

  
	
  GMR NewBuilding 4, LLC

  	
   

  	
  Limited liability company interest

  	
   

  	
  1

  	
  %

  	
  (i)

  



 


2





















 


ANNEX E


to


PLEDGE AND SECURITY AGREEMENT


 


LIST OF
PARTNERSHIP INTERESTS


 


 


None


 





















 


ANNEX F


to


PLEDGE AND SECURITY AGREEMENT


 


LIST OF CHIEF EXECUTIVE OFFICES


 


	
  Name of Pledgor

  	
   

  	
  Address

  
	
  General Maritime Corporation

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Administration Corp.

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Agamemnon LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Ajax LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Alexandra LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Argus LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Constantine LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Defiance LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Gulf LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Hope LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Horn LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Minotaur LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Orion LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Phoenix LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Princess LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Progress LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Revenge LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Spyridon LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR Strength LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR NewBuilding 1, LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  



 





















 


	
  Name of Pledgor

  	
   

  	
  Address

  
	
  GMR NewBuilding 2, LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR NewBuilding 3, LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  
	
  GMR NewBuilding 4, LLC

  	
   

  	
  299 Park Avenue New York, NY 10171-0002

  



 


2





















 


ANNEX G


to


PLEDGE AND SECURITY AGREEMENT


 


Form of
Agreement Regarding Uncertificated Securities, Limited Liability

Company Interests and Partnership Interests


 


AGREEMENT (as amended, modified or supplemented from
time to time, this “Agreement”), dated as of                 
     ,          ,
among the undersigned pledgor (the “Pledgor”), Nordea Bank Finland, Plc,
New York Branch, not in its individual capacity but solely as collateral agent
(the “Pledgee”), and                     ,
as the issuer of the Uncertificated Securities, Limited Liability Company
Interests and/or Partnership Interests (each as defined below) (the “Issuer”).


 


W I T N E S S E T H :


 


WHEREAS, the Pledgor, certain of its affiliates and
the Pledgee have entered into a First Priority Pledge and Security Agreement,
dated as of October 26, 2005 (as amended, amended and restated, modified
or supplemented from time to time, the “Pledge Agreement”), under which,
among other things, in order to secure the payment of the Obligations (as
defined in the Pledge Agreement), the Pledgor will pledge to the Pledgee for
the benefit of the Secured Creditors (as defined in the Pledge Agreement), and
grant a first priority security interest in favor of the Pledgee for the
benefit of the Secured Creditors in, all of the right, title and interest of
the Pledgor in and to any and all (1) “uncertificated securities”
(as defined in Section 8-102(a)(18) of the Uniform Commercial Code, as
adopted in the State of New York) (“Uncertificated Securities”), (2) 
Partnership Interests (as defined in the Pledge Agreement) and (3) Limited
Liability Company Interests (as defined in the Pledge Agreement), in each case
issued from time to time by the Issuer, whether now existing or hereafter from
time to time acquired by the Pledgor (with all of such Uncertificated
Securities, Partnership Interests and Limited Liability Company Interests being
herein collectively called the “Issuer Pledged Interests”); and


 


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


 


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


 


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


 





















 


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


 


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


 


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


 


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


 


Nordea Bank
Finland, Plc,


New York
Branch


437 Madison Avenue


21st Floor


New York, New York 10022


Attn:  [          ]


Telephone:  [                 ]


Facsimile:   [                 ]


 


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


 


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


 


(a)          if
to any Pledgor, at:


 


c/o General Maritime Corporation, as agent


299 Park Avenue


New York, NY 10171-0002


 


2





















 


Attention:  Chief Executive
Officer


Telephone No.:  (212) 763-5600


Telecopier No.:  (212) 763-5603


 


with copies to:


Kramer Levin Naftalis & Frankel LLP


1177 Avenue of the Americas


New York, NY 10036


Attention:  Thomas E. Molner, Esq.


Telephone No.:  (212) 715-9100


Telecopier No.:  (212) 715-8000


 


(b)          if to the
Pledgee, at:


 


Nordea Bank
Finland, Plc,


New York
Branch


437 Madison Avenue


21st Floor


New York, New York 10022


Attn:  [        ]


Telephone:  [              ]


Facsimile:   [              ]


 


(c)          if to the
Issuer, at:


 


 


 


 


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


 


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


 


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


 


*                                        *                                        *


 


3





















 


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


 


 


	
   

  	
  [                                               ],

  
	
   

  	
  as Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORDEA BANK FINLAND, PLC, NEW YORK

  BRANCH,

  
	
   

  	
  not in its individual capacity but solely as

  
	
   

  	
  Pledgee

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [                                               ],

  
	
   

  	
  the Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


4





















 


ANNEX H


to


PLEDGE AND SECURITY AGREEMENT


 


Form of
Control Agreement Regarding Deposit Accounts


 


CONTROL AGREEMENT REGARDING DEPOSIT ACCOUNTS (as
amended, modified or supplemented from time to time, this “Agreement”),
dated as of              
     ,            ,
among the undersigned assignor (the “Assignor”) NORDEA BANK FINLAND,
PLC, New York Branch, not in its individual capacity but solely as Collateral
Agent (the “Collateral Agent” and the “Deposit Account Bank”), as
the bank (as defined in Section 9-102 of the UCC as in effect on the date
hereof in the State of                              
(the “UCC”)) with which one or more deposit accounts (as defined in Section 9-102
of the UCC) are maintained by the Assignor (with all such deposit accounts now
or at any time in the future maintained by the Assignor with the Deposit
Account Bank being herein called the “Deposit Accounts”).


 


W I T N E S S E T H :


 


WHEREAS, the Assignor, various other Assignors and the
Collateral Agent have entered into a Pledge and Security Agreement, dated as of
October 26, 2005 (as amended, amended and restated, modified or
supplemented from time to time, the “Pledge and Security Agreement”),
under which, among other things, in order to secure the payment of the
Obligations (as defined in the Pledge and Security Agreement), the Assignor has
granted a first priority security interest to the Collateral Agent for the
benefit of the Secured Creditors (as defined in the Pledge and Security
Agreement) in all of the right, title and interest of the Assignor in and into
any and all deposit accounts (as defined in Section 9-102 of the UCC) and
in all monies, securities, instruments and other investments deposited therein
from time to time (collectively, herein called the “Collateral”); and


 


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


 


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


 


1.                                    Assignor’s Dealings with Deposit Accounts;
Notice of Exclusive Control.
Until the Deposit Account Bank shall have received from the Collateral Agent a
Notice of Exclusive Control (as defined below), the Assignor shall be entitled
to present items drawn on and otherwise to withdraw or direct the disposition
of funds from the Deposit Accounts and give instructions in respect of the
Deposit Accounts; provided, however, that the Assignor may not,
and the Deposit Account Bank agrees that it shall not permit the Assignor to,
without the Collateral Agent’s prior written consent, close any Deposit
Account.  If upon the occurrence and
during the continuance of an Event of Default (as defined in the Pledge and
Security Agreement) the Collateral Agent shall give to the Deposit Account Bank
a notice of the Collateral Agent’s


 













 


exclusive control of the Deposit Accounts,
which notice states that it is a “Notice of Exclusive Control” (a “Notice of
Exclusive Control”), only the Collateral Agent shall be entitled to
withdraw funds from the Deposit Accounts, to give any instructions in respect
of the Deposit Accounts and any funds held therein or credited thereto or
otherwise to deal with the Deposit Accounts.


 


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


 


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


 


3.                                    Assignor’s
Exculpation and Indemnification of Depository Bank.  The Assignor hereby irrevocably authorizes
and instructs the Deposit Account Bank to follow instructions from the
Collateral Agent regarding the Deposit Accounts even if the result of following
such instructions from the Collateral Agent is that the Deposit Account Bank
dishonors items presented for payment from any Deposit Account.  The Assignor further confirms that the
Deposit Account Bank shall have no liability to the Assignor for wrongful
dishonor of such items in following such instructions from the Collateral
Agent.  The Deposit Account Bank shall
have no duty to inquire or determine whether the Assignor’s obligations to the
Collateral Agent are in default or whether the Collateral Agent is entitled,
under any separate agreement between the Assignor and the Collateral Agent, to
give any such instructions.  The Assignor
further agrees to be responsible for the Deposit Account Bank’s customary
charges and to indemnify the Deposit Account Bank from and to hold the Deposit
Account Bank harmless against any loss, cost or expense that the Deposit
Account Bank may sustain or incur in acting upon instructions which the Deposit
Account Bank believes in good faith to be instructions from the Collateral
Agent excluding any loss, cost or expense to the extent incurred as a direct
result of the gross negligence or willful misconduct of the Deposit Account
Bank.


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


If to the
Collateral Agent, at:


 


Nordea Bank
Finland, Plc,


New York
Branch


437 Madison Avenue


21st Floor


New York, New York 10022


Attn:  [         ]


Telephone:  [               ]


Facsimile:   [               ]


 


4





















 


If to the
Assignor, at:


 


 


 


If to the Deposit
Account Bank, at:


 


Nordea Bank
Finland plc, New York Branch


437 Madison Avenue


21st
Floor


New York, New York
10022


Attn:  Mr. Hans Chr. Kjelsrud


Telephone:  212-318-9634


Facsimile:  212-421-4420


 


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


 


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


 


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


 


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


 


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


 


5





















 


the Collateral Agent hereunder and in respect of the
Deposit Accounts and the other Collateral, and the obligations of the Assignor
and Deposit Account Bank hereunder, shall continue in effect until the security
interests of Collateral Agent in the Deposit Accounts and such other Collateral
have been terminated and the Collateral Agent has notified the Deposit Account
Bank of such termination in writing.


 


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


 


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


 


15.                              Termination.                           This
Agreement and the security interest created hereby shall terminate, after the
Termination Date, the date upon which (i) the Total Loan Commitment under
the Credit Agreement; (ii) all Interest Rate Protection Agreements,
including interest rate swap agreements, interest rate cap agreements, interest
collar agreements, interest rate hedging agreements, interest rate floor
agreements and other similar agreements and arrangements with respect to the
outstanding Loans and/or Commitments; and (iii) Other Hedging Agreements,
including foreign exchange contracts, currency swap agreements, commodity
agreements or other similar agreements or arrangements designed to protect
against the fluctuations in currency or commodity values applicable to the
Loans have been terminated and no Notes representing Borrower’s obligation to
pay the principal of, and interest on the Loans under the Credit Agreement is
outstanding and all Loans thereunder have been repaid in full and all
Obligations applicable to the Loans then due and payable have been paid in full
(provided that all indemnities set forth herein including, without limitation,
in Section 11 hereof shall survive any such termination).


 


6





















 


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


 


	
   

  	
  Assignor:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Collateral Agent:

  	
   

  
	
   

  	
   

  
	
   

  	
  NORDEA BANK FINLAND,
  PLC,

  NEW YORK BRANCH,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Deposit Account Bank:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORDEA BANK FINLAND
  PLC,

  NEW YORK BRANCH,

  
	
   

  	
  as Deposit Account Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 


7