EXHIBIT 10.26
Dated February 1999
(1) AJAX LIMITED PARTNERSHIP
and
(2) CHRISTIANIA BANK OG KREDIT KASSE ASA
AS COLLATERAL AGENT
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SHARE MORTGAGE
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Hunter & Hunter
▇.▇. ▇▇▇ ▇▇▇ GT
The Huntlaw Building
Grand Cayman
Cayman Islands
THIS SHARE MORTGAGE dated February 1999 is made
BETWEEN: (1) AJAX LIMITED PARTNERSHIP, a limited partnership
organised under the laws of the Cayman Islands, of
3rd Floor, CIBC Financial Centre, P.O. Box 1234GT,
Grand Cayman, Cayman Islands ("Mortgagor")
AND: (2) CHRISTIANIA BANK OG KREDITKASSE ASA, New York Branch
("CBNY"), as collateral agent (together with any
successor collateral agent appointed pursuant to
Article VII of the Credit Agreement (as hereinafter
defined) (the "Collateral Agent") for the Secured
Parties (as defined in the Credit Agreement)
WHEREAS
(A) The Mortgagor is the registered owner of the shares described herein.
(B) In order to secure the payment of the Outstanding Indebtedness defined
herein, the Mortgagor has agreed to enter into this Mortgage.
NOW THIS DEED WITNESSETH and it is hereby agreed as follows:-
1. DEFINITIONS AND INTERPRETATIONS
(a) The following terms have the meanings set opposite unless the
context otherwise requires:-
(i) Companies Genmar ▇▇▇▇▇▇▇▇▇▇▇ Limited, Genmar Agamemnon
Limited, Genmar Minotaur Limited and Genmar
Ajax Limited each of which is a company
incorporated under the laws of the Cayman
Islands having its registered office at
P. O. Box 1234 GT, ▇▇▇▇▇▇ Town, Grand
Cayman, Cayman Islands;
(ii) Credit Agreement the Amended and Restated Credit Agreement
dated the date hereof between the Companies
as Borrowers, the Mortgagor together with
the Companies as Guarantors, the banks,
financial institutions and other
institutional lenders listed therein as
Initial Lenders, CBNY as Collateral Agent
for the Lenders (as defined therein), as
Security Trustee and as Administrative
Agent;
(iii) Default A Default as defined in the Credit
Agreement;
(iv) Mortgaged Shares the Original Mortgaged Shares and all other
shares in the Companies from time to time
owned by the Mortgagor during the Security
Period (and includes all shares, stocks and
other securities offered or accruing by way
of subdivision, consolidation,
capitalization of profits, bonus or rights
issue or otherwise to the Mortgagor in
respect of all or any of the Mortgaged
Shares or offered in substitution or
exchange for all or any of the Mortgaged
Shares);
(v) Original Mortgaged the shares in the Companies registered and
Shares beneficially owned by the Mortgagor
specified in Clause 3(b) hereof;
(vi) Outstanding the aggregate of (i) all Obligations of the
Indebtedness Loan Parties now or hereafter existing under
or in respect of the Loan Documents and
interest thereon (and interest on any unpaid
interest and on any other sums of money on
which interest is stated in or pursuant to
the Loan Documents) and (ii) all expenses,
claims, liabilities, losses, costs, duties,
fees, charges or other moneys as are stated
in this Mortgage to be payable by the
Mortgagor to or recoverable from the
Mortgagor by the Secured Parties or any of
them (or in respect of which the Mortgagor
agrees in this Mortgage to indemnify the
Secured Parties) whether actually or
contingently, presently or in the future,
together with interest thereon as provided
in this Mortgage and (iii) all other sums of
money from time to time owing to the Secured
Parties under the Loan Documents or any of
them whether actually or contingently,
presently or in the future;
(vii) Security Period the period commencing on the date of
execution of this Mortgage and terminating
upon discharge of the security created by
this Mortgage by payment in full in cash of
the Outstanding Indebtedness.
(b) Capitalised terms used and not otherwise defined herein have the
respective meanings given to those terms in the Credit Agreement.
(c) Unless the context otherwise requires, words used herein
importing the singular number shall include the plural number and
vice-versa, words importing the masculine gender only shall include the
feminine gender and words importing persons only shall include
companies or associations
or bodies of persons whether incorporated or not.
(d) The headings to clauses are for convenience only and have no
legal effect.
2. MORTGAGE OF SHARES
The Mortgagor as legal and beneficial owner hereby pledges, mortgages,
assigns, transfers, deposits, sets over and confirms to the Collateral
Agent on behalf of the Secured Parties the Mortgaged Shares and all of
its right, title and interest therein as collateral and continuing
security for the due and punctual payment by the Loan Parties to the
Collateral Agent on behalf of the Secured Parties of the Outstanding
Indebtedness whether due actually or contingently presently or in the
future.
3. REPRESENTATIONS
The Mortgagor hereby represents and warrants to the Collateral Agent on
behalf of the Secured Parties as follows:
(a) the Mortgagor has full power and authority to enter into
and perform its obligations under and to grant to the
Collateral Agent on behalf of the Secured Parties the rights
created by this Mortgage;
(b) the authorised share capital of each of the Companies is
US$50,000 divided into 50,000 ordinary shares of US$1.00 each,
of which a total of 100 shares per Company are duly issued,
fully paid and have the rights specified in the relevant
constitutional documents of such Company (certified copies of
which have been delivered to the Collateral Agent on behalf of
the Secured Parties) and are registered in the ownership of
the Mortgagor (being the Original Mortgaged Shares) and
representing all of the issued shares in the Company;
(c) there are no options, pre-emption rights or other rights
outstanding nor is there any other agreement by virtue of
which any person is entitled to have issued or transferred to
him the Mortgaged Shares or any other shares in any of the
Companies;
(d) the Mortgagor is the legal and beneficial owner of the
Mortgaged Shares and has full right and title to the same and
the same are free from any charge, lien or encumbrance of any
kind save as created pursuant to this
Mortgage;
(e) the Mortgagor has duly executed and delivered this Mortgage;
(f) this Mortgage constitutes a valid and legally binding
obligation of the Mortgagor enforceable against the Mortgagor
in accordance with its terms;
(g) the entry into and performance by the Mortgagor of this
Mortgage does not violate in any respect (i) any law or
regulation of any governmental or official authority or body,
or (ii) any agreement, contract or other undertaking to which
the Mortgagor is a party or which is binding upon the
Mortgagor or any of its assets;
(h) all consents, licences, approvals and authorizations required
in connection with the entry into, performance, validity and
enforceability of this Mortgage have been obtained and are in
full force and effect and will be so maintained; and
(i) the Mortgagor is duly registered and established as an
exempted limited partnership and is in good standing under the
laws of the Cayman Islands; and
(j) the Mortgagor has taken all necessary action to authorize the
execution and delivery of this Mortgage in accordance with its
terms.
4. COVENANTS CONCERNING THE SHARES
The Mortgagor covenants and agrees with the Collateral Agent on behalf
of the Secured Parties that during the Security Period:-
(a) the Mortgagor will not sell, assign, transfer, mortgage,
pledge or encumber in any manner the Mortgaged Shares or
suffer to exist any mortgage, lien or encumbrance on the
Mortgaged Shares save as created pursuant to this Mortgage;
(b) no further shares in the Companies will be issued without the
prior consent of the Collateral Agent on behalf of the Secured
Parties and that any further shares issued to the Mortgagor
whether by way of capitalization of profits, new issue or
otherwise shall automatically become part of and shall be
included in the definition of Mortgaged Shares for all
purposes hereunder;
(c) the Mortgagor will deliver to the Collateral Agent on behalf
of the Secured Parties,
immediately upon receipt by the Mortgagor copies of all
notices of general meetings, proposed unanimous shareholder
resolutions of the Company (prior to such resolutions being
signed by the Mortgagor), financial statements and all other
materials distributed to, or requiring action by, shareholders
of the Company from time to time, together with copies of all
minutes of meetings of the Directors (or committees of the
Directors) of the Company, unanimous written resolutions of
the Directors (or committees thereof) and all other materials
and information distributed by the Company to, or requiring
action by, such Directors and such other information
concerning the Company as the Collateral Agent on behalf of
the Secured Parties shall from time to time request; and
(d) the Mortgagor will not exercise its votes as holder of the
Mortgaged Shares or take any action with respect to the
Company which might in any way prejudice the security of the
Secured Parties under this Mortgage;
5. RIGHTS IN RESPECT OF SHARES
The Mortgagor further agrees with the Collateral Agent on behalf of the
Secured Parties as follows:-
(a) unless and until a Default has occurred and is continuing:-
(i) the Mortgagor shall be entitled to exercise all
voting and/or consensual powers pertaining to the
Mortgaged Shares or any part thereof for all purposes
not inconsistent with the terms of this Mortgage; and
(ii) the Mortgagor shall be entitled to receive and retain
any dividends, interest or other moneys accruing on
or paid in respect of the Mortgaged Shares or any
part thereof;
(b) if a Default shall occur, the Collateral Agent on behalf of
the Secured Parties shall have the sole and exclusive right:-
(i) to exercise all voting and consensual powers
pertaining to the Mortgaged Shares or any part
thereof and the Collateral Agent on behalf of the
Secured Parties shall exercise such powers in such
manner as the Collateral Agent on behalf of the
Secured Parties may elect; and
(ii) to receive any dividends, interest or other
distributions paid or to be made in respect of the
Mortgaged Shares;
(c) if a Default occurs, the Collateral Agent on behalf
of the Secured Parties may, without any notice except as
hereinafter provided, sell the Mortgaged Shares or any part
thereof at public or private sale for cash, upon credit or for
future delivery and at such price or prices as the Collateral
Agent on behalf of the Secured Parties may deem best (and the
Collateral Agent on behalf of the Secured Parties shall be
entitled to purchase any and all of the Mortgaged Shares so
sold and thereafter hold the same absolutely free from any
right or claim of whatsoever kind). Upon any such sale, the
Collateral Agent on behalf of the Secured Parties shall have
the right to deliver, assign and transfer to each purchaser
thereof the Mortgaged Shares so sold. Each purchaser at any
such sale shall hold the property so sold absolutely free from
any claim or right of whatsoever kind including any equity or
right of redemption of the Mortgagor who hereby specifically
waives all rights of redemption, stay or appraisal which the
Mortgagor has or may have under any rule or law or statute now
existing or hereinafter adopted. The Collateral Agent on
behalf of the Secured Parties shall give to the Mortgagor ten
days written notice of its intention to make any such public
or private sale. Such notice in case of public sale shall
state the time and place fixed for such sale and in case of
private sale the day on which the Mortgaged Shares or that
portion thereof so being sold will first be offered for sale.
Any such public sale shall be held at such time or times
within ordinary business hours and at such place as the
Collateral Agent on behalf of the Secured Parties may fix in
the notice of such sale. At such sale, the Mortgaged Shares
may be sold in one lot as an entirety or in separate parcels
as the Collateral Agent on behalf of the Secured Parties may
determine. The Collateral Agent shall not be obliged to make
any public or private sale and may cause the same to be
adjourned from time to time by announcement at the time and
place fixed for the sale and such sale may be made at any time
or place to which the same may be so adjourned. In case of any
sale of all or any part of the Mortgaged Shares on credit or
for future delivery the Mortgaged Shares so sold may be
retained by the Collateral Agent for the Secured Parties until
the selling price is paid by each purchaser thereof but
neither the Collateral Agent nor the Secured Parties shall
incur liability in the case of the failure of such purchaser
to take up and pay for the Mortgaged Shares so sold and in
case of any
such failing such Mortgaged Shares may again be sold upon like
notice. The Collateral Agent on behalf of the Secured Parties
instead of exercising the power of sale herein conferred upon
it may proceed by a suit or suits at law or in equity to
foreclose this Mortgage and sell the Mortgaged Shares or any
portion thereof under a judgment or decree of a court or
courts of competent jurisdiction, the Mortgagor having been
given due notice of all such action;
(d) the proceeds of any sale or other enforcement in respect of
all or any part of the Mortgaged Shares shall be applied
by the Collateral Agent first in paying the expenses
of any such sale or other enforcement and thereafter in
reduction of the Outstanding Indebtedness in such order as
the Secured Parties may determine; and
(e) in the event of a Default, the Collateral Agent on behalf
of the Secured Parties shall be entitled to date and
implement the documents delivered to it pursuant to Clause 9
hereof as appropriate and to take all steps to register the
Mortgaged Shares in its name or that of its nominees and to
assume control as registered owner of the Mortgaged Shares;
Provided that in all cases:-
(i) the Mortgagor shall remain liable to perform all the
obligations assumed by it in relation to the Mortgaged Shares
and the Collateral Agent and the Secured Parties shall be
under no obligation of any kind whatsoever in respect thereof
or be under any liability whatsoever in event of any failure
by the Mortgagor to perform its obligations in respect
thereof;
(ii) the Mortgagor shall pay all calls or other payments, and shall
discharge all other obligations, which may become due in
respect of any of the Mortgaged Shares failing which the
Collateral Agent on behalf of the Secured Parties may if it
thinks fit (but shall not be required to do so) make such
payments or discharge such obligations on behalf of the
Mortgagor. Any sums so paid by the Collateral Agent on behalf
of the Secured Parties in respect thereof shall be payable by
the Mortgagor to the Collateral Agent on behalf of the Secured
Parties on demand and pending such repayment shall constitute
part of the Outstanding Indebtedness; and
(iii) the Collateral Agent and the Secured Parties shall not have
any duty (whether registered as the legal mortgagee of the
Mortgaged Shares or not) to
ensure that any dividends, interest or other moneys and assets
receivable in respect of the Mortgaged Shares are duly and
punctually paid, received or collected as and when the same
become due and payable or to ensure that the correct amounts
(if any) are paid or received on or in respect of the
Mortgaged Shares or to ensure the taking up of any (or any
offer of any) stocks, shares, rights, moneys or other property
paid, distributed, accruing or offered at any time by way of
redemption, bonus, rights, preference or otherwise on, or in
respect of, any of the Mortgaged Shares.
6. POWER OF ATTORNEY
The Collateral Agent is hereby irrevocably (coupled with the interest
of this Mortgage) appointed the attorney-in-fact of the Mortgagor for
the purpose of carrying out the provisions of this Mortgage and taking
any action and executing any instruments which the Collateral Agent may
deem necessary or advisable to accomplish the full benefit of this
Mortgage.
7. REMEDIES ARE CUMULATIVE
No failure on the part of any of the Secured Parties to exercise, and
no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise
by the Collateral Agent on behalf of the Secured Parties of any right,
power or remedy hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The
remedies herein provided are cumulative and are not exclusive of any
remedies provided by law.
8. RELEASE OF MORTGAGE
When all the Outstanding Indebtedness shall have been paid in full and
all obligations and liabilities of the Mortgagor hereunder shall have
been paid or discharged in full, this Mortgage shall terminate and the
Collateral Agent on behalf of the Secured Parties shall forthwith
assign, transfer and deliver to the Mortgagor the Mortgaged Shares.
9. SHARE MORTGAGE SUPPORT DOCUMENTS
The Mortgagor hereby undertakes to deliver to the Collateral Agent on
behalf of the Secured Parties on the date hereof as security in
accordance with the terms of this Mortgage the following in form and
substance acceptable to the Lenders:-
(sr) all original share certificates in respect of the Mortgaged
Shares;
(ss) blank signed transfers in respect of the Mortgaged Shares
undated;
(st) an executed and undated resignation of all Directors and officers
of each of the Companies;
(su) an irrevocable proxy (coupled with the Secured Parties' interest
hereunder) in respect of each Company in favour of the Collateral
Agent on behalf of the Secured Parties;
(sv) a memorandum signed by a Director or Secretary of the Company
concerning the endorsement of a note of this Mortgage on the
Register of Members of the Company; and
(sw) the acknowledgement and agreement of each Company to the terms of
this Mortgage.
10. VARIATION OF INDEBTEDNESS
The Collateral Agent and/or the Secured Parties may at all times,
without discharging or in any way affecting this security,
determine, vary or increase any credit to the Mortgagor, grant to
the Mortgagor or to any other person any time or indulgence, deal
with, exchange, release, modify or abstain from perfecting or
enforcing any security, guarantee or other right which the Secured
Parties may now or hereafter have regarding the Outstanding
Indebtedness, compound with the Mortgagor or any guarantor, or agree
to any amendment or supplement to the Credit Agreement and any other
security provided to the Secured Parties thereunder.
11. NOTICES
Any notice or other communication hereunder shall be in writing and
may be sent by telefax or by mail or by personal or courier delivery
to the following address (or to such other address as shall be
notified by one party to the other from time to time) and shall be
deemed to be duly given or made (in the case of personal or courier
or mail delivery) when delivered and (in the case of telefax
delivery) when despatched (or the first business day thereafter in
the place of the recipient
if despatched on a non-business day or after working hours in the
place of the recipient):-
(a) to the Mortgagor at:
c/o General Maritime Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇ ▇▇▇▇
(b) to the Collateral Agent at:
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
U.S.A.
Attention: Shipping Department
12. INDEMNITY AND EXPENSES
(a) The Mortgagor hereby indemnifies the Collateral Agent and the
Secured Parties against any liabilities, claims, costs and
expenses whatsoever which may be made against the Collateral
Agent and/or the Secured Parties or which may be incurred or
become payable by the Collateral Agent and/or the Secured
Parties in respect of the business of the Company or as a
result of this Mortgage (including, but without prejudice to
the generality of the foregoing, any stamp duties on any
transfer of the Mortgaged Shares hereunder).
(b) The Mortgagor shall pay to the Collateral Agent on behalf of
the Secured Parties on its demand the amount of all reasonable
expenses incurred by the Collateral Agent and the Secured
Parties in connection with:-
(i) the negotiation, preparation, execution or
registration of this Mortgage or any other document
related thereto or with any transactions contemplated
by this Mortgage or a related document;
(ii) any amendment or supplement to this Mortgage or any
proposal for such
an amendment to be made (whether made or not); and
(iii) any consent or waiver by the Collateral Agent on
behalf of the Secured Parties under or in connection
with this Mortgage, or any request for such a consent
or waiver (whether granted or not).
(c) The Mortgagor shall pay to the Collateral Agent on
behalf of the Secured Parties on demand the amount of all
reasonable expenses incurred by the Collateral Agent and/or
the Secured Parties in connection with any step taken by the
Collateral Agent or the Secured Parties with a view to or in
connection with their protection, exercise or enforcement of
any right or interest created by this Mortgage or for any
similar purpose as a result of a breach by the Mortgagor of
this Mortgage. There shall be recoverable under this
sub-clause (c) the full amount of all legal expenses on a full
indemnity basis both before and after any judgment, whether or
not such would be allowed under rules of court or any taxation
or other procedure carried out under such rules.
(d) The Mortgagor shall promptly pay any stamp duty or
documentary tax payable on or by reference to this Mortgage
and shall fully indemnify the Collateral Agent on behalf of
the Secured Parties on demand against any liabilities and
expenses resulting from any failure or delay by the Mortgagor
to pay such stamp duty or documentary tax.
(e) A certificate signed by the Collateral Agent which
states that a specified amount, or aggregate amount, is due to
the Secured Parties under this Clause 12 shall be prima facie
evidence that the amount, or aggregate amount, is due.
(f) The Mortgagor hereby agrees and undertakes to
indemnify the Collateral Agent on behalf of the Secured
Parties against any loss or damage or expenses which
consequent on a judgment being obtained or enforced in respect
of the non-payment by the Mortgagor or any other relevant
parties of any amount due under this Mortgage arises or
results from any variation in rate of exchange between the
date of the said amount becoming due or the date of the said
judgment being obtained (as the case may be) and the date of
actual payment thereof and this indemnity shall continue in
full force and effect notwithstanding any judgment in favour
of any of the Secured Parties.
13. COUNTERPARTS
This Mortgage may be executed in one or more counterparts, each of
which shall be deemed originals, all of which together shall constitute
one and the same instrument. Delivery of an executed counterpart of a
signature page to this Mortgage by facsimile transmission shall be
effective as delivery of a manually executed counterpart of this
Mortgage.
14. GOVERNING LAW
This Mortgage shall be governed by and construed in accordance with the
laws of the Cayman Islands and the parties hereby submit to the
non-exclusive jurisdiction of the courts of the Cayman Islands.
IN WITNESS whereof the parties hereto have caused this Mortgage to be duly
executed as a Deed the day and year first above written.
EXECUTED as a DEED by )
GENMAR AJAX LTD. as )
Managing General Partner of )
AJAX LIMITED PARTNERSHIP )
in the presence of: )
) ------------------------
--------------------
Witness
EXECUTED as a DEED by the )
COLLATERAL AGENT on )
behalf of the Secured Parties in )
the presence of: ) ------------------------
)
)
--------------------
Witness
ACKNOWLEDGEMENT AND AGREEMENT OF THE COMPANIES AND THEIR RESPECTIVE SOLE
DIRECTORS
We, the undersigned, on behalf of Genmar ▇▇▇▇▇▇▇▇▇▇▇ Limited, Genmar Agamemnon
Limited, Genmar Minotaur Limited and Genmar Ajax Limited hereby acknowledge and
agree to the above Mortgage and we agree to approve any transfer of the
Mortgaged Shares to the Collateral Agent on behalf of the Secured Parties or its
nominee pursuant to Clause 5(e) of the Mortgage and to enter the particulars of
such transfer in the Register of Members of the relevant Company.
Dated February, 1999
------------------------------------------
Director
for and on behalf of
GENMAR ▇▇▇▇▇▇▇▇▇▇▇ LIMITED
----------------------------
Director
for and on behalf of
GENMAR AGAMEMNON LIMITED
----------------------------
Director
for and on behalf of
GENMAR MINOTAUR LIMITED
----------------------------
Director
for and on behalf of
GENMAR AJAX LIMITED
[GENMAR ▇▇▇▇▇▇▇▇▇▇▇ LIMITED/GENMAR AGAMEMNON LIMITED/
GENMAR MINOTAUR LIMITED/GENMAR AJAX LIMITED]
FORM OF RESIGNATION OF DIRECTOR
TO: _____________________________ ("Company")
P.O. Box _____GT
______________________ Bldg
_____________________Street
Grand Cayman
Cayman Islands
Dear Sirs,
I hereby resign as a Director of the Company and from any and all other offices
of the Company I may hold effective from today's date without claim or
compensation for loss of office or otherwise.
This Resignation is issued pursuant to a Share Mortgage dated [________________]
in favour of Christiania Bank og Kreditkasse ASA on behalf of the Secured
Parties as defined therein who are authorized to date and deliver this
Resignation under the terms thereof.
DATED: ------------------
Yours faithfully,
-------------------------
[GENMAR ▇▇▇▇▇▇▇▇▇▇▇ LIMITED/GENMAR AGAMEMNON LIMITED/
GENMAR MINOTAUR LIMITED/GENMAR AJAX LIMITED]
FORM OF IRREVOCABLE PROXY
The undersigned being the owner of 100 ordinary shares ("Shares", which
expression shall be deemed to include any further shares issued to the
undersigned) of ______________ __________________________________ Limited
("Company"), a Cayman Islands company, hereby make, constitute and appoint
______________________ of ______________________________________ as proxy and
attorney-in-fact of the undersigned with full power to appoint a representative
or nominee or substitute to act hereunder from time to time to vote all or any
of the Shares at all annual and extraordinary general meetings of shareholders
of the Company and to sign any unanimous written resolutions of the shareholders
of the Company with the same force and effect as the undersigned might or could
do and the undersigned hereby ratifies and confirms all that the said proxy and
attorney-in-fact or its representative or nominee or substitute shall do or
cause to be done by virtue hereof.
The Shares have been mortgaged to Christiania Bank og Kreditkasse ASA as
Collateral Agent on behalf of certain Secured Parties pursuant to a Share
Mortgage ("Mortgage") [ ______________ ] made between the undersigned and the
Collateral Agent on behalf of the Secured Parties. This Proxy is coupled with an
interest and is irrevocable and shall remain irrevocable as long as the Mortgage
remains in effect.
IN WITNESS whereof this instrument has been duly executed as a Deed this ______
day of February, 1999.
EXECUTED as a DEED by )
GENMAR AJAX LIMITED as )
Managing General Partner of ) ________________________
AJAX LIMITED PARTNERSHIP ) Director
in the presence of: )
--------------------
Witness
[GENMAR ▇▇▇▇▇▇▇▇▇▇▇ LIMITED/GENMAR AGAMEMNON LIMITED/
GENMAR MINOTAUR LIMITED/GENMAR AJAX LIMITED]
("Company")
FORM OF TRANSFER OF SHARES
We ____________________ of P.O. Box _______GT, _______________ Bldg.,
____________ Street, Grand Cayman, Cayman Islands in consideration of the sum of
US$1.00 and other good and valuable consideration paid to us by
_____________________ of ______________________________ (hereinafter called "the
Transferee") do hereby transfer to the Transferee the _________ shares in the
Company to hold the same unto the Transferee subject to the several conditions
on which I/we hold the same; and I/we the Transferee do hereby agree to take the
said shares subject to the conditions aforesaid.
This Transfer of Shares is issued pursuant to a Share Mortgage dated ___
February, 1999 in favour of Christiania Bank og Kreditkasse ASA on behalf of the
Secured Parties as therein defined who are authorized to complete this Transfer
under the terms thereof.
As witness our hands the ____ day of ____________________.
Transferor: Transferee:
-------------------------- ------------------------
[GENMAR ▇▇▇▇▇▇▇▇▇▇▇ LIMITED/GENMAR AGAMEMNON LIMITED/
GENMAR MINOTAUR LIMITED/GENMAR AJAX LIMITED]
FORM OF MEMORANDUM
It is hereby certified that a Memorandum has been made in the Register of
Members of [GENMAR ▇▇▇▇▇▇▇▇▇▇▇ LIMITED/GENMAR AGAMEMNON LIMITED/GENMAR MINOTAUR
LIMITED/GENMAR AJAX LIMITED] ("Company") to the effect that the shares described
in the Schedule hereunder ("Shares", which expression shall be deemed to include
any further shares issued to such shareholder described in the Schedule) have
been mortgaged to Christiania Bank og Kreditkasse ASA, New York Branch as
Collateral Agent for the Secured Parties as defined in and pursuant to a Share
Mortgage dated [ ___________________ ], due notice of the said Mortgage having
been given by the Collateral Agent on behalf of the Secured Parties to the
Company and we being duly appointed Directors of the Company, do hereby
undertake not to register any transfer of any of the Shares or other ownership
rights entitling the holder thereof to participate in the profits of the Company
other than as directed by the Collateral Agent on behalf of the Secured Parties
or with the prior written authorization of the Collateral Agent on behalf of the
Secured Parties so to do.
It is further certified that we have not heretofore received any notice of any
mortgage or other encumbrance in relation to the Shares.
SCHEDULE
_____ ordinary shares of US$1.00 represented by certificates number ___ held by
___________________.
Dated ___________________, 199___
------------------------------
(Director)