Waiver and First Amendment to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of February 14, 2012, among General Maritime Corporation, General Maritime Subsidiary Corporation and General Maritime Subsidiary II Corporation, as borrowers, the other subsidiaries of the Company party thereto, the financial institutions party thereto, and Nordea Bank Finland plc, New York Branch, as administrative agent and collateral agent

Exhibit 10.1

 

 

WAIVER AND FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of February 14, 2012 (this “First Amendment”), by and among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the “Parent”), the other Guarantors listed on the signature pages hereto (the “Guarantors”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation (“GMSC”), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands corporation (together with GMSC, the “Borrowers”), the Lenders party from time to time to the Credit Agreement referred to below (the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent.  Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.

 

W I T N E S S E T H :

 

WHEREAS, the Parent, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of November 17, 2011 (as amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

 

WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to waive certain provisions of the Credit Agreement as herein provided;

 

NOW, THEREFORE, it is agreed:

 

I.           Waiver to Credit Agreement.

 

1.           Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby waive the Minimum EBITDA covenant set forth in Section 9.08(b) of the Credit Agreement for (x) the period commencing on November 1, 2011 through and including December 31, 2011 and (y) the period commencing on November 1, 2011 through and including January 31, 2012 and, in each case, any Event of Default under Sections 10.02, 10.03 and/or 10.04 arising therefrom (the “Waiver”).

 

II.           Miscellaneous Provisions.

 

1.           In order to induce the Lenders to enter into this First Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below) after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

 

2.           This First Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement or the other Credit Documents or any of the other instruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein.

 

3.           This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of any executed counterpart of this First Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

 

4.           THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

 

5.           This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Parent, each Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip-Daniels (facsimile number: 212 ###-###-#### / e-mail address: ***@***).

 

6.           The Parent, each Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any other similar capacity in which the Parent, each Borrower and each Guarantor grants liens or security interests in their respective property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party (after giving effect hereto) and (ii) to the extent the Parent, each Borrower and each Guarantor granted liens on or security interests in any of its property pursuant to any such Credit Document as security for the Parent, each Borrower and each Guarantor’s Obligations under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.  The Parent, each Borrower and each Guarantor hereby consents to this First Amendment and acknowledges that each of the Credit Documents remains in full force and effect and is hereby ratified and reaffirmed.  Except as otherwise provided herein, the execution of this First Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.

 

7.           From and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby on the First Amendment Effective Date.

 

*        *        *

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.

 

	GENERAL MARITIME CORPORATION,
		as Parent
	By:	/s/ Jeffrey D. Pribor
		Title:  Executive Vice President and Chief Financial Officer
		Address: 299 Park Avenue, New York, NY 10171 Telephone:   ###-###-####
		Facsimile:     ###-###-####
	GENERAL MARITIME SUBSIDIARY II CORPORATION,
		as a Borrower
	By:	/s/ Jeffrey D. Pribor
		Title:  President
		Address: 299 Park Avenue, New York, NY 10171 Telephone:   ###-###-####
		Facsimile:    ###-###-####
	GENERAL MARITIME SUBSIDIARY CORPORATION,
		as a Borrower
	By:	/s/ Jeffrey D. Pribor
		Title:  President
		Address: 299 Park Avenue, New York, NY 10171 Telephone:   ###-###-####
		Facsimile:    ###-###-####

 

 

	ARLINGTON TANKERS LTD.,
		as a Guarantor
	By:/	s/ John C. Georgiopoulos
		Title:  President
		Address: 299 Park Avenue, New York, NY 10171
		Telephone:   ###-###-####
		Facsimile:    ###-###-####
	VISION LTD.
	VICTORY LTD.
	COMPANION LTD.
	COMPATRIOT LTD.
	CONSUL LTD.,
	each as a Guarantor
	By:	/s/ John C. Georgiopoulos
		Name: John. C. Georgiopoulos
		Title: Director

 

 

 

	GENERAL MARITIME MANAGEMENT LLC
	GENERAL MARITIME MANAGEMENT (PORTUGAL) LLC
	GENERAL MARITIME MANAGEMENT (PORTUGAL) LDA.,
	each as a Guarantor
	By:	/s/ Milton H. Gonzales, Jr
		Name: Milton H. Gonzales, Jr.
		Title: Manager

 

The Common Seal of	)
General Maritime Crewing Pte. Ltd.	)
was hereunto affixed in accordance with	)
its Articles of Association	)
/s/ James Paisley
Name:
Director:
/s/ Cher Choon Teck
Name:
Title:

	CONCORD LTD.
	CONTEST LTD.
	CONCEPT LTD.
	GENERAL PRODUCT CARRIERS CORPORATION
	GENERAL MARITIME SUBSIDIARY NSF CORPORATION
	GMR ADMINISTRATION CORP.,
	each as a Guarantor
	By:	/s/ John C. Georgiopoulos
		Name: John. C. Georgiopoulos
		Title: Director

 

	GENERAL MARITIME INVESTMENTS LLC
	GMR CONCORD LLC
	GMR CONSTANTINE LLC
	GMR CONTEST LLC
	GMR CONCEPT LLC
	GMR GP LLC
	GMR GULF LLC
	GMR LIMITED LLC
	GMR PRINCESS LLC
	GMR PROGRESS LLC
	GMR STAR LLC
	GMR TRADER LLC
	GMR TRUST LLC,
	each as a Guarantor
	By:	/s/ John C. Georgiopoulos
		Name: John. C. Georgiopoulos
		Title: Manager

	GENERAL MARITIME MANAGEMENT (HELLAS) LTD.,
	as Guarantor
	By: /	s/ Milton H. Gonzales, Jr
		Name: Milton H. Gonzales, Jr.
		Title: Manager

	GENERAL MARITIME MANAGEMENT (UK) LLC,
	as Guarantor
	By:	/s/ John P. Tavlarios
		Name: John P. Tavlarios
		Title: Manager

	ARLINGTON TANKERS, LLC,
	as Guarantor
	By:	/s/ John P. Tavlarios
		Name: John P. Tavlarios
		Title: President and Secretary

	LIMITED “GENERAL MARITIME CREWING”
	as Guarantor
	By:	/s/ Gennadiy Liventsov
		Name: Gennadiy Liventsov
		Title:   Director

	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
	Individually and as Administrative Agent and Collateral Agent
	By:	/s/ Kren Holm - Jorgensen
		Name: Kren Holm-Jorgensen
		Title:   Senior Vice President
	By:	/s/ Henning Lyche Christiansen
		Name: Henning Lyche Christiansen
		Title:   First Vice President

	SIGNATURE PAGE TO THE WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
	NAME OF INSTITUTION:
	CITIBANK, N.A.
	By:	/s/ Peter Baumann
		Name: Peter Baumann
		Title:   Managing Director

	SIGNATURE PAGE TO THE WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
	NAME OF INSTITUTION:
	DNB Bank ASA (f/k/a DnB NOR BANK ASA).
	By:	/s/ Sanjiv Nayar
		Name: Sanjiv Nayar
		Title:  Senior Vice President
	By:	/s/ Kjell Tore Egge
		Name: Kjell Tore Egge
		Title:  Senior Vice President

	SIGNATURE PAGE TO THE WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
	NAME OF INSTITUTION:
	HSH Nordbank AG
	By:	/s/ R. Vock
		Name: R. Vock
		Title:  Managing Director
	By:	/s/ M. Ciossoikowski
		Name: M. Ciossoikowski
		Title:  Senior Vice President

	SIGNATURE PAGE TO THE WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
	NAME OF INSTITUTION:
	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
	By:	/s/ Kriss Rands
		Name: Kriss Rands
		Title:
	By:	/s/ Malcolm Stonehouse
		Name: Malcolm Stonehouse
		Title:  Client Associate

 

 

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