EXHIBIT 10.193
FIRST AMENDMENT TO
FIRST NAVAL MORTGAGE
This First Amendment to First Naval Mortgage (this
"Amendment"), made as of April 21, 1997, by TRB HOLDING CORPORATION, a
Delaware corporation (the "Mortgagor"), whose address is
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, TRB SUBSIDIARY
CORPORATION, a Delaware corporation ("TRBS"), which has the same address
as the Mortgagor, to NISSHO IWAI EUROPE PLC, an English corporation,
whose address is Bastion House, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ SJT, United
Kingdom (the "Lender");
WHEREAS:
1. Mortgagor has executed and delivered to the Lender the
First Naval Mortgage dated as of April 7, 1997 (the "Original Mortgage"),
recorded at Entry No. 6108, Volume 255 in the Registry Journal Book of
the Republic of Panama which covers the vessel known as "Seillean", Gross
Register Tons (GRT): 50,928.00; Net Register Tons: 15,278.00, Length:
236.47 meters, Width: 37 meters, Depth: 19.80 meters, Permanent
Navigation Patent No. ▇▇▇▇▇-▇▇, Radio Call Letters: 3FPF6, and
Registration No. 25519-PEXT, and with the home port of Panama City, the
Republic of Panama (the "Vessel") to secure, among other obligations, the
obligations of Mortgagor, Reading & ▇▇▇▇▇ (U.K.) Limited, an English
limited liability company (the "Charterer") and Lender under the Loan
Agreement (the "Loan Agreement") dated as of December 14, 1996. Unless
otherwise defined herein, all capitalized terms used herein have the
meanings assigned thereto in the Original Mortgage.
2. The Mortgagor has transferred a 10% undivided interest in
and to the Vessel to TRBS pursuant to a ▇▇▇▇ of Sale dated April 21,
1997, which interest is transferred subject to the lien and mortgage of
the Original Mortgage and the Lender has consented to such transfer in
accordance with the terms hereof.
3. This Amendment is entered in to for the purpose of
evidencing TRBS' acknowledgment of such lien and mortgage and the
Lender's consent to such transfer.
4. TRBS will derive substantial benefit from obtaining its
interest in the Vessel.
NOW, THEREFORE, THIS MORTGAGE WITNESSETH:
That in consideration of the premises and of other good and
valuable consideration, the receipt of which is hereby acknowledged, to
secure and guarantee the payment on demand of the Obligations, TRBS
hereby executes and constitutes a first and absolute naval mortgage in
accordance with the provisions of Chapter V, Title IV of Book II of the
Code of Commerce, and the pertinent provisions of the Civil Code and
other legislation of the Republic of Panama, upon its 10% undivided
interest in and to the Vessel, including all masts, boilers, cables,
engines, machinery, bowsprits, sails, rigging, boats, anchors, chains,
tackle, apparel, furniture, fittings, tools, pumps, equipment and
supplies, and all other appurtenances and accessories and additions,
improvements and replacements now or hereafter belonging thereto, whether
or not removed therefrom, property of the shipowner, of Panamanian flag
and registry;
TO HAVE AND TO HOLD all and singular the above described Vessel
unto the Lender, its successors and assigns, forever;
PROVIDED, HOWEVER, that if Mortgagor and TRBS, their successors
or assigns shall perform, discharge and observe all and singular the
terms, the Obligations and the other covenants and agreements herein,
then this Mortgage shall cease, otherwise to remain in full force and
affect.
1. TRBS agrees that its interest in the Vessel and related
property is subject to the lien of the Original Mortgage, although TRBS
is not otherwise personally liable for the obligations under the Loan
Agreement.
2. TRBS covenants and agrees to the extent of its interest in
the Vessel, to perform all obligations of the Mortgagor under the
Original Mortgage in the same manner as if TRBS were an original party
thereto as follows:
3. All notices to the Mortgagor and the Lender hereto shall
be given at the addresses and in the manner set forth in Section 9.02 of
the Loan Agreement and all notices to TRBS shall be to the address set
forth in the preamble and sent in the manner set forth in Section 9.02 of
the Loan Agreement.
4. All covenants and agreements of Mortgagor herein contained
shall bind Mortgagor and TRBS, their successors and assigns, and shall
inure to the benefit of Lender and its successors and assigns. Following
any assignment hereof by Lender, any reference herein to "Lender" shall
be deemed to refer to the assignee.
5. If any provision of this Amendment be held to be invalid
under the provisions of any applicable law, such invalid provision shall
be deemed deleted from this Amendment but the validity of the Mortgage
shall not otherwise be affected.
6. Except as amended hereby the Original Mortgage shall be in
full force and effect.
7. TRBS, Mortgagor and Lender confer a Special Power of
Attorney with right of substitution upon Messrs. ICAZA, ▇▇▇▇▇▇▇▇-▇▇▇▇ &
▇▇▇▇▇▇, a law firm domiciled in the City of Panama, Republic of Panama to
take all necessary steps to record this instrument of mortgage in the
Public Registry Office of the Republic of Panama, and do whatsoever said
law firm may consider appropriate for the fulfillment of any and all laws
and regulations governing the ship mortgage in the Republic of Panama.
IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be executed as of the day and year first above written.
TRB HOLDING CORPORATION
By:_____________________________
▇. ▇. ▇▇▇▇▇
Executive Vice President
Finance and Administration
NOTARIAL CERTIFICATE
I, the undersigned, NOTARY PUBLIC, duly authorized, admitted
and sworn, residing and practicing in Houston, ▇▇▇▇▇▇ County, Texas,
U.S.A.,
DO HEREBY CERTIFY THAT:
I. T. W. ▇▇▇▇▇, as Executive Vice President Finance and
Administration of the above mentioned corporation did sign and deliver
the above written mortgage in my presence and that the signature
appearing above is his authentic signature.
II. Sufficient proof has been produced to me that ▇. ▇. ▇▇▇▇▇ has
power to execute said mortgage on behalf of the corporation. I further
certify that the above signature of ▇. ▇. ▇▇▇▇▇ was set thereon in my
presence and is, therefore, authentic.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.
Notary Public
(Apostille)
TRB SUBSIDIARY CORPORATION
By:______________________________
▇. ▇. ▇▇▇▇▇
Vice President and Treasurer
NOTARIAL CERTIFICATE
I, the undersigned, NOTARY PUBLIC, duly authorized, admitted
and sworn, residing and practicing in Houston, ▇▇▇▇▇▇ County, Texas,
U.S.A.,
DO HEREBY CERTIFY THAT:
I. T. W. ▇▇▇▇▇, as Vice President and Treasurer of the above
mentioned corporation did sign and deliver the above written mortgage in
my presence and that the signature appearing above is his authentic
signature.
II. Sufficient proof has been produced to me that ▇. ▇. ▇▇▇▇▇ has
power to execute said mortgage on behalf of the corporation. I further
certify that the above signature of ▇. ▇. ▇▇▇▇▇ was set thereon in my
presence and is, therefore, authentic.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.
Notary Public
(Apostille)
ACCEPTANCE OF MORTGAGE
I, the undersigned, as Senior Vice President and Senior General
Manager of Houston office of NISSHO IWAI EUROPE, PLC., referred to as the
"Lender" in the above First Preferred Ship Mortgage on the m.v.
"Seillean", hereby ACCEPTS for all legal purposes said First Preferred
Ship Mortgage on behalf of the "Lender".
Date: NISSHO IWAI EUROPE PLC.
By:__________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Vice President and Senior
General Manager of Houston Office
NOTARIAL CERTIFICATE OF ACCEPTANCE OF MORTGAGE
I, the undersigned, NOTARY PUBLIC, duly authorized, admitted
and sworn, residing and practicing in Houston, ▇▇▇▇▇▇ County, Texas,
U.S.A.,
DO HEREBY CERTIFY THAT:
I. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as Senior Vice President and Senior General
Manager of Houston office of the above mentioned corporation did sign and
accept the above written mortgage in my presence and that the signature
appearing above is his authentic signature.
II. Sufficient proof has been produced to me that the said
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ has power to execute said mortgage on behalf of the
corporation. I further certify that the above signature of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ was set thereon in my presence and is, therefore, authentic.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and
affixed my seal of office this _________ day of __________ in the year of
Our Lord One thousand nine hundred ninety-seven.
Notary Public
(Apostille)