SUBSIDIARY GUARANTEE

EX-4.1 2 a06-9423_1ex4d1.htm EX-4

Exhibit 4.1

SUBSIDIARY GUARANTEE

This First Supplemental Indenture, dated as of December 29, 2005 (this “Supplemental Indenture” or “Guarantee”), among GMR Conqueror LLC, GMR Defiance LLC, GMR Honour LLC, GMR Revenge LLC, GMR Strength LLC, GMR Newbuilding 1, LLC, GMR Newbuilding 2, LLC, GMR Newbuilding 3, LLC, GMR Newbuilding 4, LLC, General Maritime Management (Hellas) Ltd., General Maritime Management (UK) LLC, General Maritime Management (Portugal) LLC and General Maritime Management (Portugal) LDA (each a “Guarantor” and together the “Guarantors”), General Maritime Corporation (together with its successors and assigns, the “Company”), each other then existing Subsidiary Guarantor under the Indenture referred to below, and LaSalle Bank National Association, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 20, 2003 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $250,000,000 of 10% Senior Notes due 2013 of the Company (the “Securities”);

WHEREAS, Section 3.13 of the Indenture provides that unless such Subsidiary has previously issued a Subsidiary Guarantee which is then in full force and effect, the Company is required to cause each Restricted Subsidiary created or acquired by the Company or one or more of its Restricted Subsidiaries to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior basis; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Securityholder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantors, the Company, the other Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

ARTICLE I

Definitions

SECTION 1.1  Defined Terms. As used in this Subsidiary Guarantee, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term “Holders” in this Guarantee shall refer to the term “Securityholders” as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental  Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

1




 

ARTICLE II

Agreement to be Bound; Guarantee

SECTION 2.1  Agreement to be Bound. Each Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.

SECTION 2.2  Guarantee. Each Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations pursuant to Article X of the Indenture on a senior basis.

ARTICLE III

Miscellaneous

SECTION 3.1  Notices. All notices and other communications to each Guarantor shall be given as provided in the Indenture to such Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

SECTION 3.2  Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3  Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.4  Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5  Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

2




SECTION 3.6  Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.7  Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[signature page follows]

3




                IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

GMR CONQUEROR LLC

 

GMR DEFIANCE LLC

 

GMR HONOUR LLC

 

GMR REVENGE LLC

 

GMR STRENGTH LLC,

 

each as a Subsidiary Guarantor

 

 

 

 

By:

/s/ John C. Georgiopoulos

 

 

Name: John C. Georgiopoulos
Title: Manager

 

 

 

GMR NEWBUILDING 1, LLC

 

GMR NEWBUILDING 2, LLC

 

GMR NEWBUILDING 3, LLC

 

GMR NEWBUILDING 4, LLC,

 

each as a Subsidiary Guarantor

 

 

 

 

By:

General Maritime Corporation,

 

 

as Manager of GMR Newbuilding 1, LLC, GMR

 

 

Newbuilding 2, LLC, Newbuilding 3, LLC and

 

 

Newbuilding 4, LLC

 

 

 

By:

/s/ John C. Georgiopoulos

 

 

Name: John C. Georgiopoulos
Title: Executive Vice President, Chief
Administrative Officer, Treasurer and
Secretary

 

4




 

 

 

 

GENERAL MARITIME MANAGEMENT
(HELLAS) LTD.,
as a Subsidiary Guarantor

 

 

 

 

By:

/s/ Ioannis Papachristopoulos

 

 

Name: Ioannis Papachristopoulos
Title: President

 

 

 

GENERAL MARITIME MANAGEMENT (UK)
LLC,
as a Subsidiary Guarantor

 

 

 

 

By:

/s/ John C. Georgiopoulos

 

 

Name: John C. Georgiopoulos
Title: Manager

 

 

 

 

GENERAL MARITIME MANAGEMENT
(PORTUGAL) LLC,
as a Subsidiary Guarantor

 

 

 

 

By:

/s/ John C. Georgiopoulos

 

 

Name: John C. Georgiopoulos
Title: Manager

 

 

 

 

GENERAL MARITIME MANAGEMENT
(PORTUGAL) LDA,
as a Subsidiary Guarantor

 

 

 

 

By:

/s/ John N. Mortsakis

 

 

Name: John N. Mortsakis
Title: Director

 

 

 

 

Notice Address for each of the Subsidiary Guarantors:
 c/o General Maritime Corporation
299 Park Avenue
New York, New York 10171-0002
Attention: Chief Executive Officer

 

5




 

LASALLE BANK NATIONAL ASSOCIATION,
as the Trustee

 

 

 

 

By:

/s/ Gregory S. Clarke

 

 

Name: Gregory S. Clarke
Title: Vice President

 

 

 

 

GENERAL MARITIME CORPORATION,
as the Company

 

 

 

 

By:

/s/ John C. Georgiopoulos

 

 

Name: John C. Georgiopoulos
Title: Executive Vice President, Chief
Administrative Officer, Treasurer and Secretary

 

6




 

 

 

 

The Existing Subsidiary Guarantors:
GENMAR TRADER LTD.
GENMAR KENTUCKY LTD.
GENMAR WEST VIRGINIA LTD.

 

 

 

 

By:

/s/ John N. Mortsakis

 

 

Name: John N. Mortsakis
Title: Director

 

7




 

 

 

 

GMR ADMINISTRATION CORP.

 

 

 

 

By:

/s/ John C. Georgiopoulos

 

 

Name: John C. Georgiopoulos
Title: Vice President & Secretary

 

 

 

 

GENERAL MARITIME MANAGEMENT LLC

 

 

 

 

By:

/s/ John N. Mortsakis

 

 

Name: John N. Mortsakis
Title: Manager

 

 

 

 

GMR ARGUS LLC

 

GMR ARISTON LLC

 

GMR BALTIC LLC

 

GMR CENTAUR LLC

 

GMR CHALLENGER LLC

 

GMR CHAMP LLC

 

GMR ENDURANCE LLC

 

GMR GULF LLC

 

GMR HOPE LLC

 

GMR HORN LLC

 

GMR KESTREL LLC

 

GMR LEONIDAS LLC

 

GMR NESTOR LLC

GMR OCEAN LLC

 

GMR ORION LLC

 

GMR PACIFIC LLC

 

GMR PHOENIX LLC

 

GMR PRINCESS LLC

 

GMR PROGRESS LLC

 

8




 

GMR PROMETHEUS LLC

 

GMR SKY LLC

 

GMR SPIRIT LLC

 

GMR SPYRIDON LLC

 

GMR STAR LLC

 

GMR TRANSPORTER LLC

 

GMR TRAVELLER LLC

 

GMR TRUST LLC

 

GMR TRADER (LIBERIA) LLC

 

GMR AGAMEMNON LLC

 

GMR AJAX, LLC

 

GMR ALEXANDRA LLC

 

GMR ALTA LLC

 

GMR BOSS LLC

 

GMR COMMANDER LLC

 

GMR CONSTANTINE LLC

 

GMR GABRIEL LLC

 

GMR GEORGE LLC

 

GMR HARRIET LLC

 

GMR HECTOR LLC

 

GMR MACEDON LLC

 

GMR MALTA LLC

 

GMR MINOTAUR LLC

 

GMR PERICLES LLC

 

GMR SPARTIATE LLC

 

GMR SUN LLC

 

GMR ZOE LLC

 

 

 

By:

/s/ John C. Georgiopoulos

 

 

Name: John C. Georgiopoulos
Title: Manager of each

 

9