Whereas (a) there is an account current made between ADVENTURE SEVEN S.A. (the “Mortgagor”), a company incorporated and existing under the laws of the Marshall Islands, having its registered office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 and HOLLANDSCHE BANK-UNIE N.V., (the “Mortgagee”), a company incorporated and existing under the laws of the Netherlands, having its registered office at Coolsingel 104, 3011 AG Rotterdam, the Netherlands, in respect of: a credit agreement dated 21 January 2008 and a short term loan agreement dated 21 January 2008 (together as the same may be amended, supplemented or varied from time to time together with the therein referred to HBU General Banking Conditions of 1995 and HBU General Credit Provisions of July 2006 the “Financial Agreement”) made between the Mortgagor, ADVENTURE TWO S.A. and ADVENTURE THREE S.A. (jointly the “Borrowers”) and the Mortgagee, pursuant to which the Mortgagee agreed to make available to the Borrowers: (i) an overdraft facility in the amount of USD 3,100,000 (three million one hundred thousand United States Dollars); (ii) and overdraft facility in the amount of USD 1,500,000 (one million five hundred thousand United States Dollars; (iii) an overdraft facility in the amount of USD 3,000,000 (three million United States Dollars); and (iv) an eight year roll-over loan facility in the amount of USD 27,000,000 (twenty-seven million United States Dollars); and WHEREAS it is a condition under the Financial Agreement that the Mortgagor shall execute this mortgage in favour of the Mortgagee and shall enter into a deed of covenants supplemental to this mortgage (hereinafter as the same may be amended, varied and/or supplemented referred to as the “Deed of Covenants”) of even date herewith for the purpose of securing payment to the Mortgagee of all sums which may for the time being or at any time become owing by the Borrowers to the Mortgagee under or pursuant to the Financial Agreement and the Deed of Covenants or from any other cause or for any other reason whatsoever and WHEREAS the amount due to the Mortgagee at any given time can be ascertained by reference to the Financial Agreement and the Deed of Covenants or to the books of account or other accounting records of the Mortgagee. |
| Now we (b) ADVENTURE SEVEN S.A. in consideration of the premises for ourselves and our successors, covenant with the said (c) HOLLANDSCHE BANK-UNIE N.V. and (d) its assigns to pay to him or them or it the sums for the time being due on this security whether by way of principal or interest, at the times and manner aforesaid. And for the purpose of better securing to the said (c) HOLLANDSCHE BANK-UNIE N.V. the payment of such sums as last aforesaid, we do hereby mortgage to the said (c) HOLLANDSCHE BANK-UNIE N.V. 64/64th shares of which we are the Owners in the Ship above particularly described, and in her boats, guns, ammunition, small arms and appurtenances. Lastly, we for ourselves and our successors, covenant with the said (c) HOLLANDSCHE BANK-UNIE N.V. and (d) its assigns that we have the power to mortgage in manner aforesaid the above mentioned shares, and that the same are free from encumbrances (e) |
