FIRST AMENDMENT TO THE CREDIT AGREEMENT

EX-10.1 2 kl06070_ex10-1.htm EXHIBIT 10.1 FIRST AMENDMENT TO THE CREDIT AGREEMENT Exhibit 10.1 First Amendment to the Credit Agreement

Exhibit 10.1

FIRST AMENDMENT TO THE CREDIT AGREEMENT (this “First Amendment”), dated as of June 28, 2006, among GENERAL MARITIME 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 Borrower, the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of October 26, 2005 (the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend certain provisions of the Credit Agreement as provided herein;

NOW, THEREFORE, it is agreed;

A.	Amendments to the Credit Agreement

1. Section 9.09 of the Credit Agreement is hereby amended to read in its entirety as follows:

“The Borrower will not permit its Consolidated Net Worth at any time to be less than $500,000,000.”

2. The definition of “Applicable Minimum Net Worth Amount” appearing in Section 11.01 of the Credit Agreement is hereby deleted in its entirety.

B.	Miscellaneous Provisions

1. In order to induce the Lenders to enter into this First Amendment, the Borrower hereby represents and warrants to each of the Lenders that immediately after giving effect to this First Amendment (i) all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date (as defined below) (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and (ii) there exists no Default or Event of Default on the First Amendment Effective Date.

2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

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 instru-ment. A complete set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

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.

5. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when:

(i) the Borrower 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 transmission) the same to the Administrative Agent at the Notice Office; and

(ii) the Borrower shall have paid to the Administrative Agent and the Lenders all fees and reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable legal fees and expenses of White & Case LLP and the fee set forth in Section B.6 below) pay-able to the Administrative Agent and the Lenders to the extent then due.

6. The Borrower hereby covenants and agrees, so long as the First Amendment Effective Date occurs, to pay to each Lender which has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof by 12:00 Noon (New York time) on June 28, 2006 a non-refundable cash amendment fee equal to 0.075% of the sum of its Commitment, which fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter and shall be paid by the Borrower to the Administrative Agent for distribution to such Lenders on the First Amendment Effective Date.

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

* * *

IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be duly executed and delivered as of the date first above written.

	GENERAL MARITIME CORPORATION By: /s/ John C. Georgiopoulos Name: John C. Georgiopoulos Title: Executive Vice President

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

By: /s/ Hans Christian Kjelsrud

Name: Hans Christian Kjelsrud

Title: Senior Vice President

By:/s/ Anne Engen

Name: Anne Engen

Title: Vice President

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS JUNE 28, 2006, TO THE CREDIT AGREEMENT, DATED AS OF OCTOBER 26, 2005, AMONG GENERAL MARITIME CORPORATION, THE LENDERS PARTY THERETO AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT

NAME OF INSTITUTION:

ALLIANCE & LEICESTER COMMERICIAL BANK PLC

By: /s/ Andrew Swann

Name: Andrew Swann

Title: Director of Syndicated and Specialised Lending

ALLIED IRISH BANKS p.l.c.

By: /s/ Eleanor O’Connell

Name: Eleanor O’Connell

Title: Associate Director

BAYERISCHE HYPO-und VEREINSBANK AG

By: /s/ Silvana Nicolini

Name: Silvana Nicolini

By: /s/ Martin Borchert

Name: Martin Borchert

CITIBANK, N.A.

By: /s/ Robert Malleck

Name: Robert Malleck

Title: Vice President

CREDIT INDUSTRIEL ET COMMERCIAL,

NEW YORK BRANCH

By: /s/ Max Aupoix

Name: Max Aupoix

Title: Vice President

By: /s/ Adrienne Molloy

Name: Adirenne Molloy

Title: Vice President

DANISH SHIP FINANCE A/S

(DANMARKS SKIBSKREDIT A/S)

By: /s/ Ole Staergaard

Name: Ole Staergaard

Title: Vice President

By: /s/ Denis Donbo

Name: Denis Donbo

Title: SVP

DnB NOR BANK ASA

By: /s/ Nikolai A. Nachamkin

Name: Nikolai A. Nachamkin

Title: Senior Vice President

By: /s/ Tor Ivar Hansen

Name: Tor Ivar Hansen

Title: Assistant Vice President

DRESDNER BANK AG in HAMBURG

By: /s/ Jens von Have

Name: Jens von Have

Title: Assistant Director

By: /s/ Barbara Sorge

Name: Barbara Sorge

Title: Assistant Director

FORTIS CAPITAL CORP.

By: /s/ Carl Rasmussen

Name: Carl Rasmussen

Title: Senior Vice President

By: /s/ Svein Engh

Name: Svein Engh

Title: Managing Director

THE GOVERNOR and COMPANY of the BANK of SCOTLAND

By: /s/ Martin Strevens

Name: Martin Strevens

Title: Associate Director

HSH NORDBANK AG

By: /s/ Uta Urbaniak

Name: Uta Urbaniak

Title: Vice President

By: /s/ Thorsten Lundius

Name: Thorsten Lundius

Title: Vice President

LLOYDS TSB BANK PLC

By: /s/ Anthony Stevens

Name: Anthony Stevens

Title: Manager, Portfolio Management

By: /s/ Adrian Alcock

Name: Adrian Alcock

Title: Head of Portfolio Management

NATEXIS BANQUES POPULAIRES

By: /s/ Knut Mathiassen

Name: Knut Mathiassen

Title: Deputy Head of Shipping Finance

By: /s/ Julien Duquenne

Name: Julien Duquenne

Title: Vice President

THE ROYAL BANK of SCOTLAND p.l.c.

By: /s/ Adrian Meadows

Name: Adrian Meadows

Title: Director, Ship Finance Portfolio Management

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

By: /s/ J. Pratt

Name: J. Pratt

Title: Chief Executive

By: /s/ S. B. Wakefield

Name: S.B. Wakefield

Title: Global Head of Acquisition Finance

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ David A. Buck

Name: David A. Buck

Title: Senior Vice President