Exhibit 10.1 Third Amendment to Credit Agreement


    
      

    


                                                                                        Exhibit
      10.1

     

    THIRD
      AMENDMENT TO CREDIT AGREEMENT

     

    THIRD
      AMENDMENT TO CREDIT AGREEMENT (collectively, this “Third
      Amendment”),
      dated
      as of June 1, 2006, among GENCO SHIPPING & TRADING LIMITED, a corporation
      organized under the laws of the Republic of Marshall Islands (the “Borrower”),
      the
      Subsidiary Guarantors (as defined in the Credit Agreement referred to below),
      the lenders party hereto (each, a “Lender”
and,
      collectively, the “Lenders”),
      and
      DNB NOR BANK ASA, NEW YORK BRANCH, as Administrative Agent (in such capacity,
      the “Administrative
      Agent”).
      Unless otherwise indicated, all capitalized terms used herein and not otherwise
      defined shall have the respective meanings provided for such terms in the Credit
      Agreement referred to below.

     

    W
      I T
      N E S S E T H
      :

     

    WHEREAS,
      the Borrower, the Lenders from time to time party thereto, DnB NOR
      Bank
      ASA, New York Branch, Nordea Bank Finland plc, New York Branch and Citigroup
      Global Markets Limited, as Joint Lead Arrangers (in such capacity, the
“Lead
      Arrangers”),
      Nordea Bank Finland plc, New York Branch and Citigroup Global Markets Limited,
      as Joint Book Runners (in such capacity, the “Joint
      Book Runners”),
      and
      the Administrative Agent are parties to a Credit Agreement, dated as of July
      15,
      2005 (as amended, modified and/or supplemented to, but not including, the date
      hereof, the “Credit
      Agreement”);
      and

     

    WHEREAS,
      subject to the terms and conditions of this Third Amendment, the parties hereto
      wish to amend, and the Lenders wish to grant a consent to, certain provisions
      of
      the Credit Agreement, in each case as herein provided;

     

    NOW,
      THEREFORE, it is agreed:

     

    I.  Amendments
      to Credit Agreement.

     

    1.  Section
      1.02(b) of the Credit Agreement is hereby amended by deleting the text “six”
appearing in said section and inserting the text “ten” in lieu
      thereof.

     

    2.  Section
      1.08 of the Credit Agreement is hereby amended by (i) deleting the text “a one,
      three, six or, to the extent available and agreed by all Lenders, nine or twelve
      month period” appearing in the introductory paragraph of said Section and
      inserting the following text in lieu thereof:

     

    “(x)
      any
      period displayed on Telerate page 3750 (British Bankers’ Association Interest
      Settlement Rates) (or such other page as may replace such page 3750 on such
      system or on any other system of the information vendor for the time being
      designated by the British Bankers’ Association to calculate the BBA Interest
      Settlement Rate (as defined in the British Bankers’ Association’s Recommended
      Terms and Conditions dated August 1985)) or (y) such other period of less than
      30 days; provided
      that any
      Interest Period selected pursuant to this clause (y) shall be approved by the
      Administrative Agent in its reasonable discretion.”

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    3.  The
      definition of “Commitment”
      appearing in Section 11 of the Credit Agreement is hereby amended by deleting
      said definition in its entirety and inserting the following new definition
      in
      lieu thereof:

     

    “Commitment”
shall
      mean, for each Lender, the amount set forth opposite such Lender’s name in
      Schedule I hereto, as same may be (x) reduced from time to time pursuant to
      Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a
      result of assignments to or from such Lender pursuant to Section 1.12 or
      13.04.

    


    4.  The
      definition of “Eurodollar
      Rate”
      appearing in Section 11 of the Credit Agreement is hereby amended by deleting
      said definition in its entirety and inserting the following new definition
      in
      lieu thereof:

     

    “Eurodollar
      Rate”
shall
      mean with respect to each Interest Period for a Loan, (a) the offered rate
      (rounded upward to the nearest 1/16 of 1%) for deposits of Dollars for a period
      equivalent to such period at or about 11:00 A.M. (London time) on the second
      Business Day before the first day of such period as is displayed on Telerate
      page 3750 (British Bankers’ Association Interest Settlement Rates) (or such
      other page as may replace such page 3750 on such system or on any other system
      of the information vendor for the time being designated by the British Bankers’
Association to calculate the BBA Interest Settlement Rate (as defined in the
      British Bankers’ Association’s Recommended Terms and Conditions dated August
      1985)), provided
      that (i)
      if on such date no such rate is so displayed, (ii) if an Interest Period is
      selected pursuant to clause (y) of Section 1.08 in respect of a Loan or (iii)
      in
      the case of the initial Interest Period in respect of a Loan, if less than
      three
      Business Days’ prior notice of such Loan shall have been delivered to the
      Administrative Agent, in each case, the Eurodollar Rate for such period shall
      be
      the rate quoted to the Administrative Agent as the offered rate for deposits
      of
      Dollars in an amount approximately equal to the amount in relation to which
      the
      Eurodollar Rate is to be determined for a period equivalent to such applicable
      Interest Period by prime banks in the London interbank Eurodollar market at
      or
      about 11:00 A.M. (London time) on the second Business Day before the first
      day
      of such period, in each case divided (and rounded upward to the nearest 1/16
      of
      1%) by (b) a percentage equal to 100% minus the then stated maximum rate of
      all
      reserve require-ments (in-cluding, without limitation, any marginal, emer-gency,
      supple-mental, special or other reserves required by applic-able law) applicable
      to any member bank of the Federal Reserve System in respect of Eurocurrency
      funding or liabil-ities as defined in Regulation D (or any successor category
      of
      liabilities under Regulation D). 

     

    5.  The
      definition of “Vessel
      Mortgage”
      appearing in Section 11 of the Credit Agreement is hereby amended by deleting
      said definition in its entirety and inserting the following new definition
      in
      lieu thereof:

     

    “Vessel
      Mortgage”
shall
      mean (i) a first preferred mortgage in substantially the form of Exhibit L-1
      or
      L-2, or such other form as may be reasonably satisfactory to the Administrative
      Agent, as such first preferred mortgage may be amended, modified or supplemented
      from time to time in accordance with the terms hereof and thereof and (ii)
      a
      second preferred mortgage in substantially the form of Exhibit L-3, or such
      other form as may be reasonably satisfactory to the

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     Administrative
      Agent, as such second preferred mortgage may be amended, modified or
      supplemented from time to time in accordance with the terms hereof and
      thereof.

     

    6.  The
      Credit Agreement is hereby amended by inserting Exhibit
      L-3
      in the
      form of Exhibit
      L-3
      attached
      hereto.

     

    7.  Schedule
      I of the Credit Agreement is hereby amended by deleting said Schedule in its
      entirety and attaching and inserting in lieu thereof a new Schedule I in the
      form of Schedule I attached hereto. 

    


    II.  Credit
      Document Acknowledgement.

     

    1.  Each
      Credit Party hereby represents, warrants and agrees that (i) it has full power
      and authority, and has taken all action necessary, to continue the security
      interest granted by it under the applicable Credit Documents, (ii) it is and
      shall continue to be on and after the Third Amendment Effective Date, bound
      by
      the provisions of each Credit Document to which it is a party, (iii) on and
      after the Third Amendment Effective Date, it continues to be a Guarantor for
      all
      purposes under (and as defined in) the Subsidiaries Guaranty, (b) it continues
      to be a Pledgor for all purposes under (and as defined in) the Pledge Agreement,
      (c) an Assignor under each of the Assignment of Earnings, Assignment of Charters
      and Assignment of Insurances to which it is a party and (d) a Ship owner under
      each Vessel Mortgage to which it is a party, (iv) on and after the Third
      Amendment Effective Date, it will continue to obtain benefits from the
      incurrence of Loans to, and the issuance of Letters of Credit for the account
      of, the Borrower, (v) on and after the Third Amendment Effective Date, (a)
      in
      the case of each Credit Party (other than the Borrower), the guaranties made
      by
      it under the Subsidiaries Guaranty remain in full force and effect, (b) the
      security interests granted by it under the Pledge Agreement remain uninterrupted
      and in full force and effect, and (c) the security interests granted by it
      under
      each of the Assignment of Earnings, Assignment of Charters, Assignment of
      Insurances and Vessel Mortgages to which it is a party remain uninterrupted
      and
      in full force and effect and (vi) on the Third Amendment Effective Date, Annexes
      A through F to the Pledge Agreement shall be restated in their entirety by
      the
      respective Annexes attached hereto as of the Third Amendment Effective
      Date.

     

    


    III.  Miscellaneous
      Provisions.

     

    1.  In
      order
      to induce the Lenders to enter into this Third Amendment, the Borrower hereby
      represents and warrants that (i) no Default or Event of Default exists as of
      the
      Third Amendment Effective Date (as defined herein) both before and after giving
      effect to this Third Amendment and (ii) all of the representations and
      warranties contained in the Credit Agree-ment or the other Credit Documents
      are
      true and correct in all material respects on the Third Amendment Effective
      Date
      both before after giving effect to this Third Amendment, with

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    the
      same
      effect as though such representations and warranties had been made on and as
      of
      the Third Amendment Effective Date (it being understood that any representation
      or warranty made as of a specific date shall be true and correct in all material
      respects as of such specific date).

     

    2.  This
      Third Amendment is limited as specified and shall not constitute a
      modifi-cation, acceptance or waiver of any other provision of the Credit
      Agreement or any other Credit Document.

     

    3.  This
      Third Amendment may be executed in any number of counterparts and by the
      different parties hereto on separate counterparts, each of which counterparts
      when executed and delivered shall be an original, but all of which shall
      together constitute one and the same instrument. A complete set of counterparts
      shall be lodged with the Borrower and the Administrative Agent.

     

    4.  THIS
      THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
      BE
      CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
      YORK.

     

    5.  This
      Third Amendment shall become effective on the date (the “Third
      Amendment Effective Date”)
      when
      each of the following conditions have been satisfied:

     

    
      	(a)  	
              the
                Borrower, each Subsidiary Guarantor and each Lender shall have signed
                a
                counterpart hereof (whether the same or different counterparts) and
                shall
                have delivered (including by way of facsimile transmission) the same
                to
                the Administrative Agent; 

            


    

     

    
      	(b)  	
              each
                Credit Party which owns a Mortgaged Vessel shall have duly authorized,
                executed and delivered, and caused to be recorded in the appro-priate
                vessel registry, a Vessel Mortgage in the form of Exhibit L-3 with
                respect
                to such Mortgaged Vessel and such Vessel Mortgages shall be effective
                to
                create in favor of the Collateral Agent and/or the Lenders a legal,
                valid
                and enforceable second priority security interest in and lien upon
                such
                Vessels, subject only to Permitted Liens (the “Second
                Priority Vessel Mortgages”).
                Except as specifically provided above, all filings, deliveries of
                instruments and other actions necessary or advisable in the reasonable
                opinion of the Collateral Agent to perfect and preserve such security
                interests shall have been duly effected and the Collateral Agent
                shall
                have received evidence thereof in form and substance reasonably
                satisfactory to the Collateral Agent;


            


    

     

    
      	(c)  	
              the
                Administrative Agent shall have received a certificate, dated the
                Third
                Amendment Effective Date, signed by an Authorized Officer, member
                or
                general partner of each Credit Party, and attested to by the secretary
                or
                any assistant secretary (or, to the extent such Credit Party does
                not have
                a secretary or assistant secretary, the analogous Person within such
                Credit Party) of such Credit Party, as the case may be, together
                with
                copies of the resolutions of such Credit Party referred to in such
                certificate, and the foregoing shall be reasonably acceptable to
                the
                Administrative Agent;

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	(d)  	
              the
                Administrative Agent shall have received from outside counsel to
                the
                Borrower and its Subsidiaries reasonably satisfactory to the
                Administrative Agent, an opinion addressed to the Administrative
                Agent and
                each of the Lenders and dated the Third Amendment Effective Date,
                in form
                and substance reasonably acceptable to the Administrative
                Agent,
                and covering such matters incident to this Amendment as the Administrative
                Agent may reasonably request; 

            


    

     

    
      	(e)  	
              the
                Administrative Agent shall have received from Constantine P. Georgiopoulos,
                special New York maritime counsel to the Borrower and its Subsidiaries,
                an
                opinion addressed to the Administrative Agent and each of the Lenders
                and
                dated the
                Third Amendment Effective Date, in form and substance satisfactory
                to the
                Administrative Agent, and covering such matters incident to this
                Amendment
                as the Administrative Agent may reasonably request;
                

            


    

     

    
      	(f)  	
              the
                Administrative Agent shall have received from Johnson Stokes & Master,
                special Hong Kong counsel to the Administrative Agent, an opinion
                addressed to the Administrative Agent and each of the Lenders and
                dated
                the Third Amendment Effective Date, in
                form and substance satisfactory to the Administrative Agent, and
                covering
                such matters incident to this Amendment as the Administrative Agent
                may
                reasonably request, including the Second Priority Vessel Mortgages;
                and
                

            


    

     

    
      	(g)  	
              the
                Borrower shall have paid to the Administrative Agent and the Lenders
                all
                reasonable fees, costs and expenses (including without limitation,
                legal
                fees and expenses) payable to the Administrative Agent and the Lenders
                to
                the extent then due.

            


    

     

    6.  From
      and
      after the Third Amendment Effective Date, all references in the Credit Agreement
      and each of the other Credit Documents to the Credit Agreement shall be deemed
      to be references to the Credit Agreement, as modified hereby.

    


    *
      *
      *

     

    
 

    5

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
      to execute and deliver this Third Amendment as of the date first above
      written.

     

    GENCO
      SHIPPING & TRADING LIMITED

    


    


    By:
      /s/ John
      Wobensmith                                  
   

    Name:
      John Wobensmith

    Title:

    


    


    DNB
      NOR
      BANK ASA, NEW YORK BRANCH,

    Individually
      and as Administrative

    Agent

    


    


    By:
      /s/ Nikolai
      Nachamkin                                       


    Name:
      Nikolai Nachamkin

    Title:  
      Senior Vice President

    


    By:
      /s/ Tor Ivar
      Hansen                                         


    Name:
      Tor
      Ivar Hansen 

    Title:  
      Assistant Vice President


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GENCO
      GLORY LIMITED,

    GENCO
      SUGAR LIMITED,

    GENCO
      PIONEER LIMITED,

    GENCO
      PROGRESS LIMITED,

    GENCO
      EXPLORER LIMITED,

    GENCO
      RELIANCE LIMITED,

    GENCO
      MARINE LIMITED,

    GENCO
      MUSE LIMITED,

    GENCO
      TRADER LIMITED,

    GENCO
      SUCCESS LIMITED,

    GENCO
      PROSPERITY LIMITED,

    GENCO
      WISDOM LIMITED,

    GENCO
      CARRIER LIMITED,

    GENCO
      LEADER LIMITED,

    GENCO
      KNIGHT LIMITED,

    GENCO
      BEAUTY LIMITED,

    GENCO
      VIGOUR LIMITED, 

    GENCO
      SHIP MANAGEMENT LLC,

    as
      Guarantors

    


    


    


    By:
      /s/ John
      Wobensmith                        


    Name:
      John Wobensmith

    Title:
      CFO

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    SIGNATURE
      PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
      1,
      2006,
      AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
      DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


    


    


    NAME
      OF
      INSTITUTION:


     

    Nordea
      Bank Norge ASA, Grand Cayman Branch


    


    By:
      /s/ Hans Chr.
      Kjelsrud                                
  

    Name:
      Hans Chr. Kjelsrud

    Title:  
      Senior Vice President

     

     

    
      By:
        /s/ Martin
        Lunder                                        
  

      Name: Martin
        Lunder 

      Title:  
        Senior Vice President

    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      SIGNATURE
        PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
        1,
        2006,
        AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
        DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


      


      


      NAME
        OF
        INSTITUTION:


       

      CITIBANK,
        N.A.


      


      By:
        /s/ M.
        Kacans                                   

      Name: M.
        Kacans

      Title:   Vice
        President

       

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      SIGNATURE
        PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
        1,
        2006,
        AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
        DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


      


      


      NAME
        OF
        INSTITUTION:


       

      Alliance
        & Leicester Commercial Bank plc


      


      By:
        /s/ Chris
        Jones                                   

      Name: Chris
        Jones

      Title:  
        Head of Corporate

       

       

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      SIGNATURE
        PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
        1,
        2006,
        AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
        DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


      


      


      NAME
        OF
        INSTITUTION:


       

      Allied Irish
        Banks p.l.c.


      


      By:
        /s/ Catherine
        Gilmer                                   

      Name: Catherine
        Gilmer

      Title:  
        Portfolio Manager

       

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      SIGNATURE
        PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
        1,
        2006,
        AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
        DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


      


      


      NAME
        OF
        INSTITUTION:


       

      The
        Royal
        Bank of Scotland plc


      


      By:
        /s/ Colin
        Manchester                          
                                   

      Name: Colin
        Manchester

      Title:  
        Director, Ship Finance

       

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      SIGNATURE
        PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
        1,
        2006,
        AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
        DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


      


      


      NAME
        OF
        INSTITUTION:


       

      THE
        GOVERNOR & COMPANY OF THE BANK OF SCOTLAND


      


      By:
        /s/ Alan
        Boothby                              
                                   

      Name: Alan
        Boothby

      Title:   Director,
        Marine Finance

       

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      SIGNATURE
        PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
        1,
        2006,
        AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
        DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


      


      


      NAME
        OF
        INSTITUTION:


       

      NATEXIS
        BANQUES POPULAIRES


      


      By:
        /s/ David
        Bonicel                          
                                                                  

      Name:
        David Bonicel

      Title:  

       

       

      
        By:
          /s/ Michel
          Degermann                  
                                                                  

        Name: Michel
          Degermann

        Title:  Head
          of Shipping Finance

      

    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      SIGNATURE
        PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
        1,
        2006,
        AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
        DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


      


      


      NAME
        OF
        INSTITUTION:


       

      Skandinaviska
        Enakilda Banken AB (Publ)


      


      By:
        /s/ J.
        Pratt                                     
                                                                  

      Name: J.
        Pratt

      Title:   Chief
        Executive

       

    

     

    
      By:
        /s/ S.
        Leallen                                
                                                                                                       

      Name: S.
        Leallen

      Title:   Chief
        Executive

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      SIGNATURE
        PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF JUNE
        1,
        2006,
        AMONG GENCO SHIPPING & TRADING LIMITED, VARIOUS FINANCIAL INSTITUTIONS AND
        DNB NOR BANK ASA, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT


      


      


      NAME
        OF
        INSTITUTION:


       

      Sumitomo
        Mitsui Banking Corporation


      


      By:
        /s/ Philippe
        Devos                    
                                                                                                        

      Name: Philippe
        Devos

      Title:   Deputy
        General Manager

    

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

    


    


    


    COMMITMENTS

    


    
      	
              Lender

            	 	
               Commitment

            	 
	
              DnB
                NOR BANK ASA, NEW YORK BRANCH

            	 	
              
              

              $

            	
              
              

              118,271,457

            	 
	
              NORDEA
                BANK NORGE ASA, GRAND CAYMAN BRANCH

            	 	
              
              

              
              

              $

            	
              
              

              
              

              80,255,630

            	 
	
              CITIBANK,
                N.A.

            	 	
              
              

              $

            	
              
              

              67,583,690

            	 
	
              THE
                GOVERNOR & COMPANY OF THE BANK OF SCOTLAND

               

            	 	
              $

            	
              66,667,000

            	 
	
              SKANDINAVISKA
                ENSKILDA BANKEN AB (PUBL)

               

            	 	
              $

            	
              50,000,000

            	 
	
              ALLIED
                IRISH BANKS, P.L.C.

               

            	 	
              $

            	
              30,000,000

            	 
	
              THE
                ROYAL BANK OF SCOTLAND, PLC

               

            	 	
              $

            	
              30,555,556

            	 
	
              SUMITOMO
                MITSUI BANKING CORPORATION

               

            	 	
              $

            	
              20,000,000

            	 
	
              ALLIANCE
                AND LEICESTER COMMERCIAL BANK PLC

               

            	 	
              $

            	
              50,000,000

            	 
	
              NATEXIS
                BANQUE POPULAIRES

            	 	
              $

            	
              36,666,667

            	 
	
               

              Totals

               

            	 	
              
              

              $

              
              

            	
              
              

              550,000,000

              
              

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

    


    EXHIBIT
      L-3

     

    

     

    FORM
      OF SECOND PRIORITY HONG KONG MORTGAGE

     

    
      HONG
        KONG SHIP MORTGAGE

      

      Entered
        into pursuant to section 44 of the Merchant Shipping (Registration)
        Ordinance

      

      _______________________

       

      BY
        THIS
        MORTGAGE the Mortgagor referred to in Part ONE Mortgages the Ship referred
        to in
        Part TWO to the Mortgagee referred to in Part THREE as security for the due
        and
        punctual performance of all the Mortgagor's obligations to the Mortgagee
        pursuant to the [document] [transaction]
        referred
        to in Part FOUR as such [document] [transaction]
        may
        from
        time to time hereafter be amended modified and supplemented.

      

       

      By
        its
        execution of this mortgage the Mortgagor warrants to the Mortgagee that (a)
        it
        has power to enter into this mortgage (b) the said ship is free of incumbrances
        save for any shown in the Hong Kong Register of Ships at the time this mortgage
        is presented for recording and (c) this mortgage is binding on and enures
        for
        the benefit of the successors and assigns of the Mortgagor and
        Mortgagee.
        [The Mortgagor further warrants that the Mortgagee's representative has
        authority to insert the official number of the Ship upon such number being
        designated to the Ship.]

      

      


      
        	
                P
                  A R T   O N E 

              	
                M
                  O R T G A G O R (Ship's
                  owner)

              	 
	
                

              	
                

              	 
	
                Name
                  

              	
                

              
	
                 

                 

                 

              	 


      

      


      
        	
                P
                  A R T   T W O

              	
                SHORT
                  DESCRIPTION OF MORTGAGED SHIP

              	 
	
                

              	
                

              	 
	
                

              	
                

              
	 	 
	
                

              


      

      


      
        	
                P
                  A R T   T H R E E

              	
                M
                  O R T G A G E E (see
                  Note 3)

              	 
	
                

              	
                

              	 
	
                 

              	
                

              
	
                 

                 

                 

              	 
	 	
                

              	 	
                

              	
                 

              


      

      


      
        	
                P
                  A R T   F O U R

              	
                Particulars
                  of Document[s] or transaction[s], the obligations whereunder are
                  secured
                  by this mortgagee (see
                  note 4)

              	 
	
                

              	
                

              	 
	
                Date
                  and Nature of Transaction and Description of Document (if
                  any)

                

              	
                

              
	
                 

                 

                 

                 

              	 


      

       

      IN
        WITNESS whereof the Mortgagor has caused this mortgage to be executed on
        

      

      


      
        	
                 

                 

                 

              


      

      


      N
        O T E S

       

      
        	1.   
                	
                [ 
                  ] complete/delete as appropriate.

              


      

       

      
        	2.   
                 	
                If
                  this mortgage is executed before the Ship is registered on the
                  Hong Kong
                  Register of Ships, the mortgage will only take effect as a statutory
                  mortgage upon such registration.

              


      

       

      
        	3.   	
                If
                  more than one mortgagee, insert all names, in which case all those
                  named
                  will be treated in the Hong Kong Register of Ships as joint
                  mortgagees.

              


      

       

      
        	4.   
                 	
                "Transaction"
                  contemplates transactions (e.g. overdraft facilities) not necessarily
                  the
                  subject of any specifically indentifiable
                  document.

              


      

       

      
        	5.   
                 	
                Prompt
                  registration at the Hong Kong Registry of Ships is essential to
                  the
                  security of a mortgagee, as a mortgage takes its priority from
                  the date of
                  production for registry, not from the date of the
                  instrument.

              


      

       

      
        	6.   
                	
                Registered
                  owners or mortgagees are reminded of the importance of keeping
                  the
                  Registrar of Hong Kong Ships informed of any change of address
                  on their
                  part.

              


      

       

      
        	7.   
                	
                Registered
                  owners and mortgagees are also reminded that a mortgage on a ship
                  belonging to a company incorporated in Hong Kong or a company registered
                  under Part XI of the Companies Ordinance is void against the liquidator
                  or
                  any creditor of the company unless a notification of the mortgage
                  is
                  delivered to or received by the Registrar of Companies for registration
                  within 5 weeks after the date of its
                  creation.

              


      

       

      
        	8.   
                	
                To
                  facilitate entries into the Register, please provide information
                  in
                  English.

              


      

       

       

       

      M.O.
        742