Ex-10.1 Letter Agreement, dated as of August 5, 2008

EX-10.1 2 b72632atexv10w1.htm EX-10.1 LETTER AGREEMENT, DATED AS OF AUGUST 5, 2008 exv10w1
Exhibit 10.1
         
 
     
 
        
To:
  Arlington Tankers Ltd
Contest Ltd, Concept Ltd, Consul Ltd
    
 
  Concord Ltd, Compatriot Ltd, Companion Ltd
Victory Ltd and Vison Ltd
each of Hayward Building
22 Bermudian Road
Hamilton
HM11
Bermuda 		  Global Banking & Markets
5-10 Great Tower Street
6th Floor
London EC3P 3HX
Telephone: + 44 (0) 207 085 5000
Facsimile: + 44 (0) 207 085 7130
www.rbs.com/gbm
 
        
 
  Fax No.: + ###-###-####
Attn: Grant Gibbons		    
 
        
cc:
  Arlington Tankers LLC
191 Post Road
Westport
CT068 80 USA		    
 
        
 
  Fax No.: + ###-###-####
Attn: Ed Terino		    
5 August 2008
Dear Sirs
Loan Agreement dated 12 December 2005 (the “Loan Agreement”) made between Arlington Tankers Ltd as Borrower and The Royal Bank of Scotland plc as Lender relating to a loan facility of US$229,500,000
You have advised us that you have entered into an exclusivity arrangement with General Maritime Corporation (“GMC”) for the merger of the Borrower and GMC (the “Merger”) with ownership of the combined entities split 27%:73% between the Borrower’s current shareholders and the current shareholders of GMC respectively.
You have requested our approval to the Merger and to the Change of Control arising from the Merger as required under Clause 19.1(k) of the Loan Agreement.
We write to record our consent to the Merger and the said Change of Control subject to the following conditions: -
1   confirmation by the Borrower and the Guarantors of the terms of this letter by the Borrower and the Guarantors signing the acknowledgement at the foot of this letter and returning the same to us by no later than 8 August 2008 together with such evidence as we may require in relation to the due authorisation and execution by the Borrower and the Guarantors of this letter.
 
2   there is no further Change of Control following the implementation of the Merger without our prior written consent.
 
3   with effect from the end of the current Interest Period (being 30 September 2008) the Margin shall be increased to 1.25% per annum.
 
4   upon signing the acceptance of this letter below the Borrower shall pay to ourselves a fee of US$344,250 (being 0.15% of the current outstanding amount of the Loan)
 
5   in the event that any prepayment of the Loan is made under Clause 7.5 of the Loan Agreement within a 2 year period following the date of your signing the acceptance of

 

    this letter below the Borrower shall pay to us on such prepayment a prepayment fee in the amount of 1% of the amount prepaid (unless such prepayment fee is waived at our absolute discretion).
 
6   the Borrower and the other relevant Security Parties shall enter into such documentation supplemental to the Loan Agreement and the other Finance Documents as the Lender may reasonably require to modify the terms of the Loan Agreement and the other Finance Documents to reflect the consequential changes to the Group upon the implementation of the Merger.
 
7   the Borrower shall reimburse to us on demand all costs, fees and expenses and Taxes thereon incurred by us in connection with the preparation and execution of this letter and in connection with the implementation of the supplemental documentation referred to at 6 above.
This letter shall constitute a Finance Document for the purposes of the Loan Agreement.
Save for the amendments referred to in this letter, the terms of the Loan Agreement and the Finance Documents shall remain unchanged and in full force and effect.
Words and expressions defined in the Loan Agreement shall have the same meaning when used in this letter.
The provisions of Clause 30 (law and jurisdiction) of the Loan Agreement shall apply to this letter as if incorporated herein with the logical changes.
Yours faithfully
         
/s/ Christopher Patrick
 
for and on behalf of
       
The Royal Bank of Scotland plc
        
accepted and agreed this 25 day of September 2008
         
/s/ Edward Terino
 
for and on behalf of
Arlington Tankers Ltd
       
 
        
/s/ Edward Terino
 
for and on behalf of
Contest Ltd
       
 
        
/s/ Edward Terino
 
for and on behalf of
Concept Ltd
       
 
        

2

 

         
/s/ Edward Terino
 
for and on behalf of
Consul Ltd
       
 
        
/s/ Edward Terino
 
for and on behalf of
Concord Ltd
       
 
        
/s/ Edward Terino
 
for and on behalf of
Compatriot Ltd
       
 
        
/s/ Edward Terino
 
for and on behalf of
Companion Ltd
       
 
        
/s/ Edward Terino
 
for and on behalf of
Victory Ltd
       
 
        
/s/ Edward Terino
 
for and on behalf of
Vision Ltd
       

3

 

     
 
 
2 September 2008
    



Arlington Tankers Ltd
Contest Ltd, Concept Ltd, Consul Ltd
Concord Ltd, Compatriot Ltd, Companion Ltd
Victory Ltd and Vision Ltd
each of Hayward Building
22 Bermudian Road
Hamilton
HM11
Bermuda
  Global Banking & Markets
Shipping Business Centre
5-10 Great Tower Street
London EC3P 3HX
Telephone: +44 (0)20 7833 2121
Facsimile: +44 (0)20 7085 7134

www.rbs.com/gbm
Attn: Grant Gibbons
cc Arlington Tankers LLC
191 Post Road
Westport
CT068 80 USA
Attn: Ed Terino
Dear Sirs
Loan Agreement dated 12 December 2005 (the “Loan Agreement”) made between Arlington Tankers Ltd as Borrower and The Royal Bank of Scotland plc as Lender relating to a loan facility of US$229,500,000
We refer to our letter dated 5 August 2008 and condition 1 contained therein. Please accept this letter as our confirmation that we agree to extend the date for the signing of the acknowledgement to no later than 12 September 2008.
All other terms and conditions referred to in the 5 August 2008 letter remain unchanged.
Yours faithfully
/s/ Christopher Patrick
 
Christopher Patrick
Director, Ship Finance Portfolio Management
Shipping Business Centre
Direct tel: +44 207 085 7022   Direct fax: +44 207 085 7142
Email: ***@***
The Royal Bank of Scotland plc. Registered in Scotland No. 90312. Registered Office. 36 St Andrew Square, Edinburgh EH2 2YB.
Authorised and regulated by the Financial Services Authority
The Royal Bank of Scotland plc is an authorised agent of ABN AMRO Bank N. V.

 

 

     
 
 
23 September 2008
    



Arlington Tankers Ltd
Contest Ltd, Concept Ltd, Consul Ltd
Concord Ltd, Compatriot Ltd, Companion Ltd
Victory Ltd and Vision Ltd
each of Hayward Building
22 Bermudian Road
Hamilton
HM 11
Bermuda
  Global Banking & Markets
Shipping Business Centre
5-10 Great Tower Street
London EC3P 3HX
Telephone: +44 (0)20 7833 2121
Facsimile: +44 (0)20 7085 7134

www.rbs.com/gbm
Attn: Grant Gibbons
cc Arlington Tankers LLC
191 Post Road
Westport
CT068 80 USA
Attn: Ed Terino
Dear Sirs
Loan Agreement dated 12 December 2005 (the “Loan Agreement”) made between Arlington Tankers Ltd as Borrower and The Royal Bank of Scotland plc as Lender relating to a loan facility of US$229,500,000
We refer to our letters dated 5 August 2008 and 2 September 2008 and condition 1 contained therein. Please accept this letter as our confirmation that we agree to extend the date for the signing of the acknowledgement to no later than 26 September 2008.
Additionally, in relation to points 2 to 6 contained in our letter dated 5 August 2008 please note that they will become effective upon closing of the Merger.
All other terms and conditions referred to in the 5 August 2008 letter remain unchanged.
Yours faithfully
/s/ Christopher Patrick
 
Christopher Patrick
Director, Ship Finance Portfolio Management
Shipping Business Centre
Direct tel: +44 207 085 7022   Direct fax: +44 207 085 7142
Email: ***@***
The Royal Bank of Scotland plc. Registered in Scotland No. 90312. Registered Office. 36 St Andrew Square, Edinburgh EH2 2YB.
Authorised and regulated by the Financial Services Authority
The Royal Bank of Scotland plc is an authorised agent of ABN AMRO Bank N.V.