Dated 20 OCT 2015 GENER8 MARITIME SUBSIDIARY VIII INC. as Borrower THE COMPANIES listed in Part A of Schedule 1 as joint and several Owner Guarantors and joint and several Hedge Guarantors GENER8 MARITIME, INC. as Parent Guarantor GENER8 MARITIME SUBSIDIARY V INC. as Shareholder THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 as Original Lenders THE EXPORT-IMPORT BANK OF KOREA as KEXIM CITIBANK, N.A., LONDON BRANCH as ECA Agent NORDEA BANK FINLAND PLC, NEW YORK BRANCH as Facility Agent and Security Agent AMENDMENT NO. 1 to the Facility Agreement dated as of 31 August 2015 for certain term loan facilities of up to $963,743,455.00

Exhibit 10.1

Execution Version

Dated 20 OCT 2015

GENER8 MARITIME SUBSIDIARY VIII INC.
as Borrower

THE COMPANIES listed in Part A of Schedule 1

as joint and several Owner Guarantors and
joint and several Hedge Guarantors

GENER8 MARITIME, INC.

as Parent Guarantor

GENER8 MARITIME SUBSIDIARY V INC.

as Shareholder

THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1

as Original Lenders

THE EXPORT-IMPORT BANK OF KOREA
as KEXIM

CITIBANK, N.A., LONDON BRANCH

as ECA Agent

NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Facility Agent and Security Agent 

AMENDMENT NO. 1

to the Facility Agreement dated as of 31 August 2015

for certain term loan facilities of up to $963,743,455.00

Index

THIS AGREEMENT is made on ___ October 2016

PARTIES

(1)           GENER8 MARITIME SUBSIDIARY VIII INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as borrower (the “Borrower”); 

(2)           The limited liability companies listed in Part A of Schedule 1 (The Parties) therein as joint and several owner guarantors (the “Owner Guarantors”) and as joint and several hedge guarantors (the “Hedge Guarantors”);

(3)           GENER8 MARITIME, INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as parent guarantor (the “Parent Guarantor”);

(4)           GENER8 MARITIME SUBSIDIARY V INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as shareholder (the “Shareholder”);

(5)           THE EXPORT-IMPORT BANK OF KOREA as KEXIM (“KEXIM”);

(6)           CITIBANK, N.A., LONDON BRANCH as ECA agent (the “ECA Agent”);

(7)           NORDEA BANK FINLAND PLC, NEW YORK BRANCH as agent of the other Finance Parties (the “Facility Agent”), executing on behalf of itself as Facility Agent and on behalf of the Majority Lenders with the consent of the Majority Lenders; and

(8)           NORDEA BANK FINLAND PLC, NEW YORK BRANCH as security agent for the Secured Parties (the “Security Agent”).

BACKGROUND

(A)           By the Facility Agreement, the K-Sure Lenders, the Commercial Lenders, the KEXIM Guaranteed Lenders and KEXIM (collectively, the “Original Lenders” and each, an “Original Lender”) agreed to make available to the Borrower a facility of up to $963,743,455.00.

(B)           The Obligors have requested certain amendments be made to the Facility Agreement.

(C)           This Agreement sets out the terms and conditions on which the Facility Agent, with the consent of the Majority Lenders, agrees, with effect on and from the Effective Date, at the request of the Obligors, to make certain amendments to the Facility Agreement, including certain consequential amendments, and the other Finance Documents and certain other minor changes.

OPERATIVE PROVISIONS

1            Definitions and Interpretation

1.1        Definitions

In this Agreement:

"Effective Date" means the later of (i) the date of this Agreement and (ii) the date on which the conditions precedent in Clause 3 (Conditions Precedent) are satisfied or waived.

"Facility Agreement" means the facility agreement dated as of 31 August 2015 and made between, amongst others, (i) the Borrower as borrower, (ii) the Owner Guarantors as owner

guarantors and as hedge guarantors, (iii) the Parent Guarantor, (iv) the Shareholder, (v) the banks and financial institutions named therein as mandated lead arrangers, (vi) the Original Lenders as original lenders, (vii) the banks and financial institutions named therein as Hedge Counterparties, (viii) the ECA Agent as ECA agent and as ECA co-ordinator, (ix) the Facility Agent as facility agent (the “Facility Agent”) and (x) the Security Agent as security agent.

"Party" means a party to this Agreement.

1.2         Defined expressions

Defined expressions in the Facility Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.

1.3         Application of construction and interpretation provisions of Facility Agreement

Clause 1.2 (Construction) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

1.4         Designation as a Finance Document

The Borrower and the Facility Agent designate this Agreement as a Finance Document.

2            Agreement of the Finance Parties

2.1         Agreement of the Facility Agent

The Facility Agent, with the consent of the Majority Lenders, agrees, subject to and upon the terms and conditions of this Agreement, to the amendments to the Finance Agreement set out in Clause 5.1 (Specific amendments to the Facility Agreement).

2.2         Effective Date

The agreement of the Facility Agent, with the consent of the Majority Lenders, contained in Clause 2.1 (Agreement of the Facility Agent) shall have effect on and from the Effective Date.

3            Conditions Precedent

The agreement of the Facility Agent, with the consent of the Majority Lenders, contained in Clause 2.1 (Agreement of the Facility Agent) is subject to:

(a)          no Default or Event of Default having occurred or continuing on the date of this Agreement and on the Effective Date or resulting from entry into this Agreement or the occurrence of the Effective Date;

(b)          the Repeating Representations to be made by each Obligor being true in all material respects (it being understood and agreed that such representations and warranties shall be deemed to have been made on each of the date of this Agreement and the Effective Date with reference to the facts and circumstances existing as at such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which they shall be true and correct in all material respects as of such earlier date (but further provided that the representation made under clause 18.7 (Financial Statements; Financial Condition; Undisclosed Liabilities) of the Facility Agreement which shall be made with reference to the latest financial statements provided under the Facility Agreement on or prior to the date such representation is made and as at the last day of the financial period in relation to which such financial statements relate);

(c)          no event described in paragraph (a) of clause 7.2 (change of control) of the Facility Agreement having occurred on the date of this Agreement or the Effective Date;

(d)          no event described in paragraphs (a) to (d) of clause 7.5 (mandatory cancellation or prepayment on default under Shipbuilding Contract) of the Facility Agreement having occurred on the date of this Agreement or the Effective Date; and

(e)          the Facility Agent shall have received this Agreement, duly executed by the Obligors and the Facility Agent with the consent of the Majority Lenders.

4             Representations

4.1         Corporate Power and Authority; Legal Validity and Enforceability

(a)          Each Obligor has the corporate or other applicable power and authority to execute and deliver this Agreement and perform the terms and provisions of this Agreement and of the Facility Agreement, as amended by this Agreement and has taken all necessary corporate or other applicable action to authorize the execution and delivery of this Agreement and performance by it of this Agreement and of the Facility Agreement, as amended by this Agreement. 

(b)          Each Obligor has duly executed and delivered this Agreement, and this Agreement (and the Facility Agreement, as amended by this Agreement) constitutes the legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).  

4.2         No Violation

Neither the execution, delivery or performance by any Obligor of this Agreement, nor compliance by it with the terms and provisions thereof (or of the Facility Agreement, as amended by this Agreement), will:

(a)          contravene any material provision of any applicable law, statute, rule or regulation or any applicable order, judgment, writ, injunction or decree of any court or governmental instrumentality;

(b)          conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Security (except Other Permitted Security) upon any of the material properties or assets of such Obligor pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, to which such Obligor is a party or by which it or any of its material property or assets is bound or to which it may be subject, including the Refinancing Facility and the Sinosure Facility; or

(c)          violate any provision of the Constitutional Documents of such Obligor.

5            Amendments to Facility Agreement and other Finance Documents

5.1         Specific amendments to the Facility Agreement

With effect on and from the Effective Date, the Facility Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

(a)          clause 1.1 of the Facility Agreement be amended by deleting the definition “Sinosure Facility” and replacing it with:

““Sinosure Facility” means one or more term loan facilities comprising an aggregate of up to a principal amount of $385,227,495 to be provided to certain Subsidiaries of the Parent Guarantor

for the acquisition by such Subsidiaries of six (6) 320,000 dwt very large crude oil carriers with hull numbers H1355, H1384, H1385, H1356, H1357 and H1358.”;

(b)          clause 1.1 of the Facility Agreement be amended by deleting clause (iii) of paragraph (c) of the definition of “Change of Control” and replacing it with:

“(iii) none of the following shall be a director of the Parent Guarantor: (a) Mr. Peter Georgiopoulos, (b) Mr. Gary Brocklesby or (c) Mr. Nicolas Busch; or”;

(c)          clause 1.4(b) of the Facility Agreement be amended by deleting the reference to “Clause 44.1(a)” and replacing it with “Clause 44.1”;

(d)          clause 8.5(b) of the Facility Agreement be amended by deleting clause (i) and replacing it with:

“(i) be for a term ending on or prior to the relevant Termination Date in respect of each Tranche”;

(e)          clause 21.25 of the Facility Agreement be amended by deleting clause (b) and replacing it with:

“(b) Financial Indebtedness of the Obligors incurred pursuant to (i) the Re-financing Facility in an aggregate principal amount not to exceed $581,000,000 at any time outstanding, less any repayments thereof made after the date hereof and (ii) the Sinosure Facility in an aggregate principal amount not to exceed $385,227,495 at any time outstanding, less any repayments thereof made after the date hereof, in each case including, for the avoidance of doubt, any swap or hedge agreement permitted thereunder in accordance with the terms thereof (including, without limitation, any swap or hedge agreement entered into by the relevant Obligor(s) for the purposes of hedging interest rate exposure thereunder);”

(f)          clause 30.2(e) of the Facility Agreement be amended by deleting “this Clause 30.1(c)” and replacing it with “this Clause 30.2 (Instructions)”;

(g)          all references in Part A of Schedule 1 of the Facility Agreement to the postcode “NY 10017” shall be deleted in its entirety and replaced with “NY 10171-0002”;

(h)          all references of the Facility Agreement to the address “437 Madison Avenue, 21st Floor, New York, NY 10022” shall be deleted in its entirety and replaced with “1211 Avenue of the Americas, 23rd Floor, New York, NY 10036”;

(i)           all references of the Facility Agreement to the address “Middelthunsgate 17, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway” shall be deleted in its entirety and replaced with “Essendropsgate 7, 0368 Oslo, Norway”;

(j)           the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and supplemented by this Agreement; and

(k)          by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this Agreement.

5.2         Amendments to Finance Documents

With effect on and from the Effective Date each of the Finance Documents other than the Facility Agreement, shall be, and shall be deemed by this Agreement to have been, amended as follows:

(a)          the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and supplemented by this Agreement; and

(b)          by construing references throughout each of the Finance Documents to "this Agreement" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.

5.3         Finance Documents to remain in full force and effect

The Finance Documents shall remain in full force and effect as amended and supplemented by:

(a)          the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents); and

(b)          such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

6             Further Assurance

Clause 21.34 (Further assurance) of the Facility Agreement shall apply, with any necessary adaptations, in relation to this Agreement.

7             Costs and Expenses

Clause 16.2 (amendment costs) of the Facility Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

8            Notices

Clause 38 (Notices) of the Facility Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.

9            Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

10          Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of law principles.

11          Enforcement

11.1       Jurisdiction

(a)          Each of the Obligors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State Court or, to the extent permitted by law, in such Federal court. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b)         This Clause 11.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no   Secured Party shall be prevented from taking proceedings relating to any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection

with this Agreement) in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

11.2       Service of process

(a)          Each of the Obligors hereby agrees to appoint the Parent Guarantor, with offices currently located at 299 Park Avenue #2, New York, NY 10171, as its designated agent for service of process for any action or proceeding arising out of or relating to this Agreement. Each of the Obligors also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to its address specified in clause 38.2 (Addresses) of the Facility Agreement. Each of the Obligors also agrees that service of process may be made on it by any other method of service provided for under the applicable laws in effect in the State of New York.

(b)          If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within five (5) days of such event taking place) appoint another agent on terms acceptable to the Facility Agent.  Failing this, the Facility Agent may appoint another agent for this purpose.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Schedule 1

The Parties

Part A

The Obligors

Part B

The Original Lenders

Execution Pages