IN WITNESS WHEREOF, the parties have caused this Supplement Number 2 to
Preferred Fleet Mortgage to be executed as of the day, month and year first
above written.
OWNER:
RIGDON MARINE CORPORATION
By:
/s/ Larry T. Rigdon
Name:
Larry T. Rigdon
Title:
Chairman/Chief Executive Officer
MORTGAGEE:
BOURBON CAPITAL USA, INC.
By:
/s/ Richard D. Childers
Name:
Richard D. Childers
Title:
President
5
EXHIBIT "A"
TO SUPPLEMENT NO. 2
TO PREFERRED FLEET MORTGAGE
BY
RIGDON MARINE CORPORATION, OWNER
TO
BOURBON CAPITAL USA, INC., MORTGAGEE
Original Vessels:
VESSEL NAME
OFFICIAL NO.
GROSS TONS
NET TONS
ORLEANS
1151394
1702-ITC
529-ITC
BOURBON
1156133
1703-ITC
529-ITC
ROYAL
1159200
1702-ITC
529-ITC
CHARTRES
1160318
1703-ITC
529-ITC
IBERVILLE
1163367
1703-ITC
529-ITC
BIENVILLE
1163970
1708-ITC
529-ITC
CONTI
1166313
1708-ITC
529-ITC
ST. LOUIS
1167668
1708-ITC
529-ITC
TOULOUSE
1169977
1708-ITC
529-ITC
ESPLANADE
1173548
1708-ITC
529-ITC
Vessel Added by Previous Supplement:
VESSEL NAME
OFFICIAL NO.
GROSS TONS
NET TONS
FIRST AND TEN
1195773
1455-ITC
436-ITC
Vessel Added by This Supplement:
VESSEL NAME
OFFICIAL NO.
GROSS TONS
NET TONS
DOUBLE EAGLE
1200748
1455-ITC
436-ITC
SUPPLEMENT NUMBER 3
TO PREFERRED FLEET MORTGAGE
THIS SUPPLEMENT NUMBER 3 dated November 6th, 2007 to that certain PREFERRED
FLEET MORTGAGE dated December 28, 2005 (this "Supplement") is executed by and
between RIGDON MARINE CORPORATION ("Owner"), a Delaware corporation, whose
address is 815 Walker Street, Suite 1001, Houston, Texas, 77002, and BOURBON
CAPITAL USA, INC. ("Mortgagee"), a Delaware corporation, whose address is 1007
Orange Street, Nemours Building, Suite 1414, Wilmington, Delaware, 19801.
R E C I T A L S:
WHEREAS,
(1) Owner previously executed and delivered to Mortgagee that certain
Preferred Fleet Mortgage dated December 28, 2005 in the amount of $90,000,000.00
bearing against the whole (100%) of the vessels described as the Original
Vessels on Exhibit "A" attached hereto and incorporated herein, together with
all engines, boilers, machinery, masts, boats, anchors, cables, chains, rigging,
tackle, apparel, furniture, winches, capstans, outfit, tools, pumps, gears,
furnishings, appliances, navigation and communications equipment, computers,
fittings, stores, spare and replacement parts, and all other appurtenances
thereto appertaining or belonging, and all inventory and equipment related
thereto, whether now owned or hereafter acquired, whether on board or not on
board, and also any and all additions, improvements and replacements hereinafter
made to such vessels, and all products and proceeds of the foregoing (the
"Original Vessels"), which Mortgage was duly filed with the United States Coast
Guard, National Vessel Documentation Center, on December 28, 2005 at 4:35 p.m.
and recorded as Batch No. 441505, Doc. ID No. 4712027 (the "Mortgage"); and
(2) The Mortgage was granted by Owner in favor of Mortgagee to secure the
prompt and punctual payment, performance and satisfaction of any and all present
and future obligations, liabilities and indebtedness of Owner to Mortgagee,
whether direct or indirect, absolute or contingent, and whether or not pursuant
to commitment, arising: (a) under that certain Loan Agreement, dated
December 28, 2005, between Owner and Mortgagee (the "Loan Agreement"), (b) under
certain promissory notes and other instruments issued by Owner pursuant to