Fourth Amendment to Credit Agreement, dated December 22, 2010, among General Maritime Subsidiary Corporation, as borrower, General Maritime Corporation, as parent, the lenders party from time to time thereto, Nordea, as administrative agent and collateral agent, and Nordea, HSH Nordbank AG, and DNB, as joint lead arrangers and joint book runners

 

	SIGNATURE PAGE TO THE FOURTH 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 AND COLLATERAL AGENT
	NAME OF INSTITUTION:
	BNP PARIBAS
	By:	/s/ Guillaume Deve
		Name:	Guillaume Deve
		Title:	Managing Director
	By:	/s/ Kevin O’Hara
		Name:	Kevin O’Hara
		Title:	Director

	SIGNATURE PAGE TO THE FOURTH 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 AND COLLATERAL AGENT
	NAME OF INSTITUTION:
	NATIXIS
	By:	/s/ Susan Bellanger
		Name:	Susan Bellanger
		Title:
	By:	/s/ Didier Berger
		Name:	Didier Berger
		Title:

(y)           the maximum amount available, as that amount may from time to time change, from the International Group of Protection and Indemnity Associations (the “International Group”) or alternatively such sources of pollution, spillage or leakage coverage as are commercially available in any absence of such coverage by the International Group as shall be carried by prudent shipowners for similar vessels engaged in similar trades plus amounts available from customary excess insurers of such risks as excess amounts shall be carried by prudent shipowners for similar vessels engaged in similar trades; and

(z)            the amounts required by the laws or regulations of the United States of America or any applicable jurisdiction in which the Mortgaged Vessel may be trading from time to time.

(iii)           Collateral Agent’s interest insurance (including extended mortgagee’s interest-additional perils-pollution) coverage satisfactory to the Collateral Agent in an amount which, when aggregated with such insured value of the other Mortgaged Vessels (if the other Mortgaged Vessels are then subject to a Collateral Vessel Mortgage in favor of the Collateral Agent under the Credit Agreement, and have not suffered an Event of Loss), is equal to 120% of the sum of (A) the aggregate principal amount of outstanding Term Loans at such time and (B) the Total Revolving Loan Commitments at such time (or, after the termination of the Total Revolving Loan Commitment, the Revolving Loans outstanding at such time); all such Collateral Agent’s interest insurance cove r shall in the Collateral Agent’s discretion be obtained directly by the Collateral Agent and the Parent shall on demand pay all costs of such cover; premium costs shall be reimbursed by the Parent to the Collateral Agent.

(iv)           While the Mortgaged Vessel is idle or laid up, at the option of the Parent or the Borrower and in lieu of the above-mentioned marine and war risk hull insurance, port risk insurance insuring the Mortgaged Vessel against the usual risks encountered by like vessels under similar circumstances.

(b)           The marine and commercial war-risk insurance required in this Schedule IV for each Mortgaged Vessel shall have deductibles no higher than the following:  (i) Hull and Machinery - U.S. $300,000 for all hull and machinery claims and each accident or occurrence and (ii) Protection and Indemnity – U.S. $100,000 for collision liabilities, U.S. $50,000 for cargo claims, U.S. $35,000 for crew claims, U.S. $20,000 passenger claims and U.S. $20,000 all other claims, in each case each accident or occurrence.

All insurance maintained hereunder shall be primary insurance without right of contribution against any other insurance maintained by the Collateral Agent.  Each policy of marine and war risk hull and machinery insurance with respect to each Mortgaged Vessel shall provide that the Collateral Agent shall be named in its capacity as Mortgagee and as a loss payee.  Each entry in a marine and war risk protection indemnity club with respect to each Mortgaged Vessel shall note the interest of the Collateral Agent.  The Administrative Agent, the Collateral Agent and each of their respective successors and assigns shall not be responsible for any premiums, club calls, assessments or any other obligations or for the representations and warranties made therein by the Parent, any of the Parent’s Subsidiaries o r any other person.

(c)           The Borrower will furnish the Collateral Agent from time to time on request, and in any event at least annually, a detailed report signed by a firm of marine insurance brokers acceptable to the Collateral Agent with respect to P & I entry, the hull and machinery and war risk insurance carried and maintained on each Mortgaged Vessel, together with their opinion as to the adequacy thereof and its compliance with the provisions of this Schedule VI.  At the Parent’s expense the Parent will cause its insurance broker (which, for the avoidance of doubt shall be a different insurance broker from the firm of marine insurance brokers referred to in the immediately preceding sentence) and the P & I club or association providing P & I insurance refer red to in part (a)(ii) of this Schedule VI, to agree to advise the Collateral Agent by telecopier or electronic mail confirmed by letter of any expiration, termination, alteration or cancellation of any policy, any default in the payment of any premium and of any other act or omission on the part of the Parent or any of its Subsidiaries of which the Parent has knowledge and which might invalidate or render unenforceable, in whole or in part, any insurance on any Mortgaged Vessel, and to provide an opportunity of paying any such unpaid premium or call, such right being exercisable by the Collateral Agent on a Mortgaged Vessel on an individual basis and not on a fleet basis.  In addition, the Parent and the Borrower shall promptly provide the Collateral Agent with any information which the Collateral Agent reasonably requests for the purpose of obtaining or preparing any report from the Collateral Agent’s independent marine insurance consultant as to the adequacy of the insurances effected or p roposed to be effected in accordance with this Schedule VI as of the date hereof or in connection with any renewal thereof, and the Parent shall upon demand indemnify the Collateral Agent in respect of all reasonable fees and other expenses incurred by or for the account of the Collateral Agent in connection with any such report,  provided that the Collateral Agent shall be entitled to such indemnity only for one such report during a period of twelve months.

The underwriters, insurance brokers or Protection and Indemnity Associations shall furnish the Collateral Agent with a letter or letters of undertaking in a standard format reasonably acceptable to the Collateral Agent confirming inter alia that:

(i)             they will hold the instruments of insurance, and the benefit of the insurances thereunder, to the order of the Collateral Agent in accordance with the terms of the loss payable clause referred to in the relevant Assignment of Insurances for each Mortgaged Vessel;

(ii)            they will have endorsed on each and every policy as and when the same is issued the loss payable clause and the notice of assignment referred to in the relevant Assignment of Insurances for each Mortgaged Vessel; and

(iii)           they will not set off against any sum recoverable in respect of a claim against any Mortgaged Vessel under the said underwriters or brokers or any other person in respect of any other vessel nor cancel the said insurances by reason of non-payment of such premiums or other amounts.

All policies of insurance required hereby shall provide for not less than 14 days prior written notice to be received by the Collateral Agent of the termination or cancellation of the insurance evidenced thereby.  All policies of insurance maintained pursuant to this Schedule VI for risks covered by insurance other than that provided by a P & I Club shall contain provisions waiving underwriters’ rights of subrogation thereunder against any assured named in such policy and any assignee of said assured.  The Parent shall, and shall cause its Subsidiaries to, assign to the Collateral Agent its rights under any policies of insurance in respect of each Mortgaged Vessel.  The Parent agrees that it shall, and shall cause each of its Subsidiaries to, deliver, unless the insurances by their terms provide that they cannot cease (by reason of nonrenewal or otherwise) without the Collateral Agent being informed and having the right to continue the insurance by paying any premiums not paid by the Parent, receipts showing payment of premiums for required insurance and also of demands from the Mortgaged Vessel’s P & I underwriters shall be provided to the Collateral Agent at least two (2) days before the risk in question commences.

(d)           Unless the Collateral Agent shall otherwise agree, all amounts of whatsoever nature payable under any insurance must be payable to the Collateral Agent for distribution first to itself and thereafter to the Parent or others as their interests may appear, provided that, notwithstanding anything to the contrary herein, until otherwise required by the Collateral Agent by notice to the underwriters upon the occurrence and continuance of a Default or an Event of Default hereunder, (i) amounts payable under any insurance on each Mortgaged Vessel with respect to protection and indemnity risks may be paid directly to (x) the Parent to reimburse it for any loss, damage or expense incurred by it and covered by su ch insurance or (y) the person to whom any liability covered by such insurance has been incurred provided that the underwriter shall have first received evidence that the liability insured against has been discharged, and (ii) amounts payable under any insurance with respect to each Mortgaged Vessel involving any damage to each Mortgaged Vessel not constituting an Event of Loss, may be paid by underwriters directly for the repair, salvage or other charges involved or, if the Parent shall have first fully repaired the damage or paid all of the salvage or other charges, may be paid to the Borrower as reimbursement therefor; provided, however, that if such amounts (including deductible) are in excess of U.S. $250,000, the underwriters shall not make such payment without first obtaining the written consent thereto of the Collateral Agent.

(e)           All amounts paid to the Collateral Agent in respect of any insurance on the Mortgaged Vessels shall be disposed of as follows (after deduction of the expenses of the Collateral Agent in collecting such amounts):

(i)             any amount which might have been paid at the time, in accordance with the provisions of paragraph (d) above, directly to the Parent or the Borrower or others shall be paid by the Collateral Agent to, or as directed by, the Parent or the Borrower;

(ii)            all amounts paid to the Collateral Agent in respect of an Event of Loss of the Mortgaged Vessel shall be applied by the Collateral Agent to the payment of the Indebtedness hereby secured pursuant to Section 4.02(c) of the Credit Agreement;

(iii)           all other amounts paid to the Collateral Agent in respect of any insurance on the Mortgaged Vessel may, in the Collateral Agent’s sole discretion, be held and applied to the prepayment of the Obligations or to making of needed repairs or other work on the Mortgaged Vessel, or to the payment of other claims incurred by the Parent or any of its Subsidiaries relating to the Mortgaged Vessel, or may be paid to the Parent or whosoever may be entitled thereto.

(f)            In the event that any claim or lien is asserted against any Mortgaged Vessel for loss, damage or expense which is covered by insurance required hereunder and it is necessary for the Parent or the Borrower to obtain a bond or supply other security to prevent arrest of such Mortgaged Vessel or to release the Mortgaged Vessels from arrest on account of such claim or lien, the Collateral Agent, on request of the Parent or the Borrower, may, in the sole discretion of the Collateral Agent, assign to any person, firm or corporation executing a surety or guarantee bond or other agreement to save or release the Mortgaged Vessel from such arrest, all right, title and interest of the Collateral Agent in and to said insurance covering said loss, damage or expense, as colla teral security to indemnify against liability under said bond or other agreement.

(g)           The Borrower shall deliver to the Collateral Agent certified copies and, whenever so requested by the Collateral Agent, the originals of all certificates of entry, cover notes, binders, evidences of insurance and policies and all endorsements and riders amendatory thereof in respect of insurance maintained pursuant to Section 8.03 of the Credit Agreement and this Schedule VI for the purpose of inspection or safekeeping, or, alternatively, satisfactory letters of undertaking from the broker holding the same.  The Collateral Agent shall be under no duty or obligation to verify the adequacy or existence of any such insurance or any such policies, endorsement or riders.

(h)           The Parent will not, and will not permit any of its Subsidiaries to, execute or permit or willingly allow to be done any act by which any insurance may be suspended, impaired or cancelled, and that it will not permit or allow the Mortgaged Vessels to undertake any voyage or run any risk or transport any cargo which may not be permitted by the policies in force, without having previously notified the Collateral Agent in writing and insured the Mortgaged Vessels by additional coverage to extend to such voyages, risks, passengers or cargoes.

(i)             In case any underwriter proposes to pay less on any claim than the amount thereof, the Parent and the Borrower shall forthwith inform the Collateral Agent, and if a Default, an Event of Default or an Event of Loss has occurred and is continuing, the Collateral Agent shall have the exclusive right to negotiate and agree to any compromise.

(j)            The Parent will, and will cause each of its Subsidiaries to, comply with and satisfy all of the provisions of any applicable law, convention, regulation, proclamation or order concerning financial responsibility for liabilities imposed on the Parent, its Subsidiaries or the Mortgaged Vessels with respect to pollution by any state or nation or political subdivision thereof and will maintain all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation or order with respect to the trade in which the Mortgaged Vessels are from time to time engaged and the cargo carried by it.