THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 a10-17607_1ex10d1.htm EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of July 12, 2010, by and among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the “Parent”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation (the “Borrower”), 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 Borrower, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of October 20, 2008 and amended on October 27, 2009 and December 18, 2009 (as further 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 Third 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 9.04(a) of the Credit Agreement is hereby amended by deleting the text “or (y)” and inserting the text “, (y) the 2010 Credit Agreement, in an aggregate principal amount not to exceed $372,000,000 at any time outstanding, provided that, at the time of the initial borrowing thereunder, the Borrower shall have projected that it shall be in compliance with requirements set forth in Sections 9.07 through 9.09, inclusive, for the 12-month period following such initial borrowing or (z)”.

2. Section 9.07 of the Credit Agreement is hereby amended by inserting the text “and the 2010 Credit Agreement” immediately following each reference to “the RBS Agreement” appearing in said Section.

3. The definition of “Consolidated EBITDA” appearing in Section 11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Consolidated EBITDA” shall mean, for any period, Consolidated EBIT, adjusted by adding thereto the amount of (i) all amortization of intangibles and depreciation, (ii) non-cash management incentive compensation, in each case that were deducted in arriving at Consolidated EBIT for such period and (iii) for the purpose of Section 9.04(a) and 9.08 only, if any 2010 Vessel has been acquired by the Parent or any of its Subsidiaries during any Test Period, the Clarksons’ Historical Average Spot Rate for the vessel class of such 2010 Vessel less an amount equal to the Parent or such Subsidiary’s, as the case may be, good faith estimate of the daily operating expenses relating to the

operation of such 2010 Vessel for each day during the period from the first day of such Test Period to the date of the acquisition of such 2010 Vessel (the “Pre-Acquisition Period”) multiplied by the actual number of days in the relevant Pre-Acquisition Period.

4. Section 11 of the Credit Agreement is hereby further amended by adding the following new definitions in correct alphabetical order:

“2010 Credit Agreement” shall mean the credit facility entered into by a newly-formed direct subsidiary of the Parent, as borrower, the Parent, the lenders from time to time party thereto, the Administrative Agent, as administrative agent, collateral agent and a lead arranger, and DnB NOR BANK ASA, as a lead arranger, to finance the acquisition of the 2010 Vessels (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof).

“2010 Vessels” shall mean the Vessels listed on Annex I to the Third Amendment.

“Clarksons’ Historical Average Spot Rate” shall mean the 10-year monthly average of the daily historical spot rates published by Clarksons PLC.

“Pre-Acquisition Period” shall have the meaning provided in the definition of “Consolidated EBITDA”.

II. Miscellaneous Provisions.

1. This Third 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 Third Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.

2. THIS THIRD 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.

3. This Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) when (i) the Parent, the 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: ***@***), (ii) the Borrower shall have paid a non-refundable cash fee in Dollars in an amount equal to 10 basis points (0.10%) on an amount equal to the Commitment of each Lender party hereto as in effect on the Third Amendment Effective Date (immediately prior to the occurrence thereof), which fee shall be earned by each such Lender and made payable to

the Administrative Agent for distribution to such Lenders and (iii) the Borrower shall have paid to the Administrative Agent all outstanding fees and expenses in connection with the Third Amendment (including, without limitation, the fees and expenses of White & Case LLP).

4. From and after the Third 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 Third Amendment Effective Date.

* * *

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

	GENERAL MARITIME CORPORATION


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Executive Vice President, Treasurere and Secretary


	GENERAL MARITIME SUBSIDIARY CORPORATION


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
	Individually and as Administrative Agent and Collateral Agent


	By:	/s/ Colleen Durkin
		Name: Colleen Durkin
		Title: First Vice President


	By:	/s/ Hans Kjelsrud
		Name: Hans Kjelsrud
		Title: Executive Vice President

By executing and delivering a copy hereof, each Subsidiary Guarantor hereby acknowledges and agrees that all Guaranteed Obligations of the Subsidiary Guarantors shall be fully guaranteed pursuant to the Subsidiaries Guaranty and shall be fully secured pursuant to the Security Documents, in each case in accordance with the respective terms and provisions thereof. Each of the undersigned, each being a Subsidiary Guarantor under, and as defined in, the Credit Agreement referenced in the foregoing Third Amendment, hereby consents to the entering into of the Third Amendment and agrees to the provisions thereof.

	Acknowledged and Agreed by:

	GMR DAPHNE LLC
	GMR AGAMEMNON LLC
	GMR AJAX LLC
	GMR ALEXANDRA LLC
	GMR ARGUS LLC
	GMR CONSTANTINE LLC
	GMR DEFIANCE LLC
	GMR GEORGE T. LLC
	GMR GULF LLC
	GMR HARRIET G. LLC
	GMR HOPE LLC
	GMR HORN LLC
	GMR KARA G. LLC
	GMR MINOTAUR LLC
	GMR ORION LLC
	GMR PHOENIX LLC
	GMR PRINCESS LLC
	GMR PROGRESS LLC
	GMR REVENGE LLC
	GMR SPYRIDON LLC
	GMR ST. NIKOLAS LLC
	GMR STRENGTH LLC


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Manager

	ARLINGTON TANKERS LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	VISION LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	VICTORY LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title:

	COMPANION LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	COMPATRIOT LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	CONCEPT LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	CONCORD LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	CONSUL LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	CONTEST LTD.


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title:Director

	GMR CHARTERING LLC


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Manager

	GMR ELEKTRA LLC


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title:Manager

	THE COMMON SEAL of
	GENERAL MARITIME CREWING PTE. LTD.
	was hereunto affixed by


	By:	/s/ James Edward Paisley
		Name: James Edward Paisley
		Title: Director


	By:	/s/ Cher Choon Teck
		Name: Cher Choon Teck
		Title: Secretary

	GENERAL MARITIME MANAGEMENT (PORTUGAL), LDA.

	By:	/s/ Rui Pais Pereira
		Name: Rui Jorge Pais Pereira
		Title: Manager

	LIMITED “GENERAL MARITIME CREWING”


	By:	/s/ Gennadiy Liventsov
		Name: Gennadiy Liventsov
		Title: Director

	GMR ADMINISTRATION CORP.,
	as Subsidiary Guarantor


	By:	/s/ John C. Georgiopoulos
		Name: John C. Georgiopoulos
		Title: Director

	GENERAL MARITIME MANAGEMENT LLC,
	as Subsidiary Guarantor


	By:	/s/ Milton H. Gonzales
		Name: Milton H.
		Title: Manager and Technical Director

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Fortis Capital Corp. as Agent for BNP Paribas


	By:	/s/ Julie Lee
		Name: Julie Lee
		Title: Vice President

	By:	/s/ Barry K. Chung
		Name: Barry K. Chung
		Title: Director

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Fortis Alliance & Leicester plc


	By:	/s/ Mark McCarthy
		Name: Mark McCarthy
		Title: Head of Shipping

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	SUMITOMO MITSUI BAMKING CORPORATION


	By:	/s/ Yoshiro Hyakutome
		Name: Yoshiro Hyakutome
		Title: General Manager

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	The Royal Bank of Scotland plc


	By:	/s/ Graham Richard Locker
		Name: Graham Richard Locker
		Title: Head of Transaction & Portfolio Management

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Skandinaviska Enskalda Banken AB (publ)


	By:	/s/ Bjarte Boe
		Name: Bjarte Boe
		Title: Head Structured Finance

	By:	/s/ Bengal Eliosson
		Name: Bengel Eliasson
		Title:

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	NATIXIS


	By:	/s/ Amelie Zucchi
		Name: Amelie Zucchi
		Title: Middle Officer

	By:	/s/ Michael Degermann
		Name: Michael Deggerman
		Title: Head of Shipping Finance

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Citibank N.A.


	By:	/s/ Robert Malleck
		Name: Robert Malleck
		Title: Director & Vice President

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	DNB NOR BANK ASA


	By:	/s/ Nikolai A. Nachamkin
		Name: Nikolai A. Nachamkin
		Title: Senior Vice President

	By:	/s/ Giacomo Landi
		Name: Giacomo Landi
		Title: Senior Vice President

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Danish Ship Finance A/S (Danmarks Skibskredit A/S)


	By:	/s/ Denis Donbo
		Name: Denis Donbo
		Title: Senior Vice President- Head of Credit

	By:	/s/ Britt Andersen
		Name: Britt Andersen
		Title: Assistant Relationship Manager

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Credit Industriel Et Commercial, new York Branch


	By:	/s/ Andrew McKuin
		Name: Andrew McKuin
		Title: Vice President

	By:	/s/ Alex Aupoix
		Name: Alex Aupoix
		Title: Vice President

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Commerzbank AG, Filiale Luxemburg


	By:	/s/ Andrea Stockemer
		Name: Andrea Stockemer
		Title:

	By:	/s/ Mert Yilmaz
		Name: Mert Yilmaz
		Title:

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	HSH Nordbank AG


	By:	/s/ Bjorn Kaufmann
		Name: Bjorn Kaufmann
		Title: Senior Vice President

	By:	/s/ Carsteu Dreyer
		Name: Carsteu Dreyer
		Title: Assistant Vice President

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	UniCredit AG formerly known as Bayerische Hypo-und Vereinsbank AG


	By:	/s/ Gohring
		Name: Gohring
		Title: Assistant Vice President

	By:	/s/ Trennt
		Name: Trennt
		Title: Vice President

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Bank of Scotland plc


	By:	/s/ Shelley Morrison
		Name: Shelley Morrison
		Title: Associate Director

	SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT

	NAME OF INSTITUTION:

	Lloyds TS Bank plc


	By:	/s/ Shelley Morrison
		Name: Shelley Morrison
		Title: Associate Director

ANNEX I

2010 Vessels

#	Collateral Vessels	Type	Size (dwt)	Built	Delivery Date

	Initial Vessels
1	2002 VLCC	VLCC Tanker	318,695	2002	2010
2	2003 VLCC	VLCC Tanker	318,325	2003	2010
3	2007 VLCC	VLCC Tanker	306,543	2007	2010
4	2007 VLCC	VLCC Tanker	306,005	2007	2010

	Newbuilding Vessels
5	2010 VLCC	VLCC Tanker	305,795	2010	2010
6	2010 Suexmax	Suezmax Tanker	164,925	2010	2010
7	2011 Suezmacx	Suezmax Tanker	164,925	2011	2011