FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

 

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of July 13, 2011, by and among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the “Parent”), GENERAL MARITIME SUBSIDIARY CORPORATION (“GMSC”), ARLINGTON TANKERS LTD. (“Arlington”), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands corporation (“GMSC II”, and together with GMSC, individually or collectively, as the context may require, the “Borrower”), the Lenders party from time to time to the Credit Agreement referred to below (the “Lenders”) and OCM ADMINISTRATIVE AGENT, LLC, 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.

 

 

WHEREAS, the Parent, Arlington, the Borrower, the Lenders and the Administrative Agent are parties to the Amended and Restated Credit Agreement, dated as of May 6, 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 amend certain provisions of the Credit Agreement as herein provided;

 

NOW, THEREFORE, it is agreed:

 

I.           Amendments to Credit Agreement.

 

1.             Section 1 of the Credit Agreement is hereby amended by adding the following new definitions in correct alphabetical order:

 

“First Amendment” shall mean the First Amendment to this Agreement, dated as of July 13, 2011.

 

“First Amendment Effective Date” shall have the meaning provided in the First Amendment.

 

2.      Section 8.01(k) of the Credit Agreement is hereby amended by inserting the following text immediately preceding the period (“.”) at the end of said Section:

 

“; provided that after the First Amendment Effective Date to and including March 30, 2012, the Parent will deliver the Cash Flow Projections referenced above to the Administrative Agent bi-weekly.”

 

3.           Section 9.07 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

 

 

 

 

“9.07           Minimum Cash Balance.  The Parent will not permit the sum of (x) the Unrestricted Cash and Cash Equivalents held by the Parent and its Subsidiaries and (y) the lesser of (i) the sum of available unutilized commitments under the 2008 Credit Agreement and the 2010 Credit Agreement, provided that the maturity date for the available unutilized commitments under the 2008 Credit Agreement and the 2010 Credit Agreement is at least six months from the date of determination, and (ii) $25,000,000 to be less than: (i) $45,000,000 at any time prior to the First Amendment Effective Date, (ii) $31,500,000 at any time from the First Amendment Effective Date to and including December 31, 2011, (iii) $36,000,000 at any time from January 1, 2012 to and including March 31, 2012 and (iv) $45,000,000 at any time from and after April 1, 2012; provided that, in addition to the covenant set forth above for any date, in the event that a Non-Recourse Default has occurred and is continuing, the Non-Recourse Subsidiary that is subject to such Non-Recourse Default shall also be deemed not to be a Subsidiary for the purpose hereof.”

 

II.           Miscellaneous Provisions.

 

1.           In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below) before and 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.  A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.

 

 

 

 

 

 

5.           This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when (i) the Borrower, Arlington, the Parent and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent, (ii) the Borrower shall have paid a non-refundable cash fee of $30,000 (the “Fee”)  to each Lender party hereto, which fee shall be earned by each such Lender on the First Amendment Effective Date and made payable to the Administrative Agent for distribution to such Lenders, and (iii) an amendment to (x) the 2008 Credit Agreement and (y) the 2010 Credit Agreement, in each case in substantially the form attached hereto as Exhibit A and Exhibit B respectively, shall have become effective in accordance with its terms and the Administrative Agent shall have received a copy thereof.

 

6.           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.

 

7.           Borrower hereby reaffirms its obligations under Section 13.01 of the Credit Agreement and agrees to pay the reasonable out-of-pocket costs and expenses of each of the Administrative Agent and the Lenders (including, without limitation, the fees and expenses of Kirkland & Ellis LLP) in connection with the First Amendment.

 

 

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

By: /s/ Jeffrey D. Pribor

Name: Jeffrey D. Pribor

Title: Executive Vice President and Chief Financial Officer

GENERAL MARITIME SUBSIDIARY CORPORATION

By: /s/ John C. Georgiopoulos

Name: John C. Georgiopoulos

Title: Treasurer

GENERAL MARITIME SUBSIDIARY II CORPORATION

By: /s/ John C. Georgiopoulos

Name: John C. Georgiopoulos

Title: Treasurer

ARLINGTON TANKERS LTD.

By: /s/ Brian Kerr

Name: Brian Kerr

Title: Treasurer

 

 

By: /s/ B. James Ford                                      Name: B. James Ford

 

By: /s/ Adam C. Pierce                                    Name: Adam C. Pierce Title:   Senior Vice President

By: Oaktree Capital Management, L.P.

Its: Director

By: /s/ B. James Ford                             

Name:  B. James Ford

Title:   Managing Director

By: /s/ Adam C. Pierce                           

Name: Adam C. Pierce

Title:  Senior Vice President