AMENDMENT NO. 1
FIRST PREFERRED FLEET MORTGAGE
AMENDMENT NO. 1 dated December __, 1999 ("Amendment No. 1") to First Preferred Fleet Mortgage
dated November 3, 1999 (the "Mortgage") by _____________, a _____________________ with its principal
place of business at 13085 Seaway Road, Gulfport, Mississippi 39503 (the "Shipowner") and WELLS FARGO
BANK (TEXAS), NATIONAL ASSOCIATION, a national banking association, with offices at 1000
Louisiana, Houston, Texas 77002 as Agent for the Lenders described below (the "Mortgagee").
W I T N E S S E T H:
A. The Shipowner is the sole-owner of 100% of the United States flag vessels listed on Schedule 1 attached
hereto, which vessels have been duly documented in the name of the Shipowner in accordance with the laws of
the United States of America.
B. Pursuant to the Credit Agreement dated as of November 3, 1999 (the "Credit Agreement") among Friede
Goldman Halter, Inc., a Mississippi corporation (the "Borrower"), the financial institutions named therein, as
lenders (the "Lenders") and the Mortgagee as Agent for the Lenders, the Lenders have agreed to provide a credit
facility to the Borrower in an amount up to USD 164,218,250.
C. Pursuant to the Guaranty dated as of November 3, 1999 (the "Guaranty") from the Shipowner to the
Mortgagee, the Shipowner has guaranteed the obligations of the Borrower under the Credit Agreement and the
D. The Shipowner granted the Mortgage to secure, among other things, payment of all amounts due and owing
under the Guaranty;
E. The Mortgage was received for record on November __, 1999 at the United States Coast Guard National
Vessel Documentation Office in Falling Waters, West Virginia and recorded in Book PM-99-__, page___; and
WHEREAS, pursuant to the Amendment No. 1 to Credit Agreement dated the date hereof ("Amendment No. 1
to Credit Agreement"), the Borrower and the Lenders have agreed to amend certain provisions of the Credit
WHEREAS, the Mortgagee requires that the Ship