HK DRAFT 06/04/01
Exhibit H-2
to the Credit Agreement
FORM OF
INSURANCE ASSIGNMENT
[VESSEL NAME]
Official Number [NUMBER]
[SHIPOWNER NAME], a [PLACE OF INCORPORATION] corporation (the
"Assignor"), in consideration of the Secured Creditors referred to therein
entering into the transactions described in the Credit Agreement (as defined
below), and for One Dollar ($1) lawful money of the United States of America,
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, as sole owner of the [COUNTRY FLAG] flag
vessel [VESSEL NAME], Official Number [NUMBER] (the "Vessel"), has sold,
assigned, transferred and set over, and by this instrument does sell, assign,
transfer and set over, unto CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH, a banking association organized and existing under the laws of the
Kingdom of Norway, not in its individual capacity, but solely as trustee
(together with its successors in trust and assigns, the "Trustee") pursuant
to that certain Master Vessel and Collateral Trust Agreement dated
[CLOSING DATE] (as the same may be amended, supplemented or otherwise
modified from time to time, the "Master Vessel Trust Agreement") between
CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK BRANCH, as Collateral Agent for
the Secured Creditors referred to therein, and CHRISTIANIA BANK OG
KREDITKASSE ASA, NEW YORK BRANCH, as Trustee (hereinafter called the
"Assignee"), mortgagee of the Vessel under a certain [COUNTRY FLAG] Mortgage
dated the date hereof (hereinafter called the "Mortgage"), and unto the
Assignee's successors and assigns, as such to it and its successors' and
assigns' own proper use and benefit, and does hereby grant to the Assignee a
security interest in, all right, title and interest of the Assignor under, in
and to (i) all insurances in respect of the Vessel, whether now or hereafter
to be effected, and all renewals of or replacements for the same, (ii) all
claims, returns of premium and other moneys and claims for moneys due and to
become due under said insurance or in respect of said insurance and (iii) all
other rights of the Assignor under or in respect of said insurance, (the
above clauses (i), (ii) and (iii) collectively called the "Insurance
Collateral"). Terms used herein and not otherwise defined herein are used as
defined in the Credit Agreement dated as of [CREDIT AGREEMENT DATE] among the
Lenders from time to time parties thereto, the
Assignee as Administrative Agent, Syndication Agent and Lead Arranger and
General Maritime Corporation, a Xxxxxxxx Islands corporation, as Borrower (as
the same may be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement").
The Assignor is a wholly owned subsidiary of the Borrower. The
Borrower may at any time and from time to time on and after the date hereof
enter into, or guaranty the obligations of the Assignor or one or more other
or any of their respective subsidiaries under, one or more Interest Rate
Protection Agreements or Other Hedging Agreements with respect to the
Borrower's obligations under the Credit Agreement, with one or more Secured
Creditors; each such Interest Rate Protection Agreement, as amended,
modified, restated and/or supplemented from time to time, is herein called an
"Interest Rate Protection Agreement," and each such Other Hedging Agreement,
as amended, modified, restated and/or supplemented from time to time, is
herein called an "Other Hedging Agreement.")
The Assignor has entered into the Subsidiaries Guaranty and the
Pledge Agreement in favor of the Lenders pursuant to which the Assignor has
guaranteed and secured, as the case may be, (i) all obligations of the
Borrower under the Credit Agreement and the other Credit Documents to which
it is a party and (ii) all obligations of the Borrower, the Assignor, the
other Pledgors and their respective subsidiaries under each Interest Rate
Protection Agreement and each Other Hedging Agreement, and the Assignor has
granted a First Preferred [COUNTRY FLAG of VESSEL] Mortgage to secure its
obligations under the Securities Guaranty and the other Credit Documents to
which it is a party.
This assignment is given as security for all amounts due and to
become due to the Secured Creditors, the Agent, the Pledgee, the Collateral
Agent, the Assignee and the Mortgagee under the Subsidiaries Guaranty and the
other Credit Documents, including, without limitation:
(i) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, without limitation, principal, premium,
interest, fees and indemnities (including, without limitation, all interest
that accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency, reorganization or similar
proceeding of the Assignor at the rate provided for in the respective
documentation, whether or not a claim for post-petition interest is allowed
in any such proceeding)) of the Assignor to the Lender Creditors (as
defined in the Pledge Agreement), whether now existing or hereafter
incurred under, arising out of, or in connection with, the Credit
Agreement and the other Credit Documents to which the Assignor is a party
and the due performance and compliance by the Assignor with all of the
terms, conditions and agreements contained in the Credit Agreement and in
such other Credit Documents (all such obligations,
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liabilities and indebtedness under this clause (i), except to the extent
consisting of obligations, liabilities or indebtedness with respect to
Interest Rate Protection Agreements or Other Hedging Agreements, being
herein collectively called the "Credit Document Obligations");
(ii) the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, without limitation, all interest that
accrues after the commencement of any case, proceeding or other action
relating to the bankruptcy, insolvency, reorganization or similar
proceeding of any Assignor at the rate provided for in the respective
documentation, whether or not a claim for post-petition interest is
allowed in any such proceeding) owing by Assignor to the Other Creditors
(as defined in the Pledge Agreement) under, or with respect to
(including, in the case of each Credit Party that is a Subsidiary
Guarantor, all such obligations, liabilities and indebtedness of Assignor
under the Subsidiaries Guaranty), any Interest Rate Protection Agreement
or Other Hedging Agreement, whether such Interest Rate Protection
Agreement or Other Hedging Agreement is now in existence or hereafter
arising, and the due performance and compliance by Assignor with all of
the terms, conditions and agreements contained therein (all such
obligations, liabilities and indebtedness described in this clause (ii)
being herein collectively called the "Other Obligations");
(iii) any and all sums advanced by the Assignee in order to
preserve the Insurance Collateral or preserve its security interest in
the Insurance Collateral;
(iv) in the event of any proceeding for the collection or
enforcement of any indebtedness, obligations or liabilities of Assignor
referred to in clauses (i) and (ii) above, after an Event of Default
shall have occurred and be continuing, the reasonable expenses of
retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realizing on the Insurance Collateral, or of any exercise
by the Assignee of its rights hereunder, together with reasonable
attorneys' fees and court costs; and
(v) all amounts paid by the Assignee as to which the Assignee has the
right to reimbursement hereunder or under the Mortgage; all such
obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) hereof being herein collectively called the "Obligations," it
being acknowledged and agreed that the "Obligations" shall include
extensions of credit of the types described above, whether outstanding on
the date of the Pledge Agreement or extended from time to time after the
date of the Pledge Agreement;
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all such obligations, liabilities, sums and expenses set forth in clauses (i)
through (v) hereof being herein collectively called the "Obligations," it being
acknowledged and agreed that the "Obligations" shall include extensions of
credit of the types described above, whether outstanding on the date hereof or
extended from time to time after the date hereof.
It is expressly agreed that anything herein contained to the
contrary notwithstanding, the Assignor shall remain liable under said
insurances to perform all of the obligations assumed by it thereunder, and
the Assignee shall have no obligation or liability under said insurances by
reason of or arising out of this instrument of assignment nor shall the
Assignee be required or obligated in any manner to perform or fulfill any
obligations of the Assignor under or pursuant to said insurances or to make
any payment or to make any inquiry as to the nature or sufficiency of any
payment received by it or to present or file any claim, or to take any other
action to collect or enforce the payment of any amounts which may have been
assigned to it or to which it may be entitled hereunder at any time or times.
The Assignor does hereby constitute the Assignee, its successors and
assigns, the Assignor's true and lawful attorney-in-fact, irrevocably, with
full power (in the name of the Assignor or otherwise), upon the occurrence and
continuance of a Default, an Event of Default or an Event of Loss to ask,
require, demand, receive, compound and give acquittance for any and all moneys
and claims for moneys due and to become due under or arising out of said
insurances, to endorse any checks or other instruments or orders in connection
therewith and to file any claims or to take any action or institute any
proceedings which the Assignee may deem to be necessary or advisable in the
premises.
The Assignor hereby covenants and agrees to procure that notice of
this Assignment shall be duly given to all underwriters, substantially in the
form hereto attached as Exhibit A, and that where the consent of any
underwriter is required pursuant to any of the insurances assigned hereby that
it shall be obtained and evidence thereof shall be given to the Assignee, or,
in the alternative, that in the case of protection and indemnity coverage the
Assignee shall obtain a letter of undertaking by the underwriters, and that
there shall be duly endorsed upon all slips, cover notes, policies,
certificates of entry or other instruments issued or to be issued in connection
with the insurances assigned hereby such clauses as to loss payees as the
Assignee may require or approve. In all cases, unless otherwise agreed in
writing by the Assignee, such slips, cover notes, notices, certificates of
entry or other instruments shall provide that there will be no recourse against
the Assignee for payment of premiums, calls or assessments.
The Assignor agrees that at any time and from time to time, upon the
written request of the Assignee, the Assignor will promptly and duly execute and
deliver any and all such further instruments and documents as the Assignee may
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deem desirable in obtaining the full benefits of this Assignment and of the
rights and powers herein granted.
The Assignor does hereby warrant and represent that it has not
assigned or pledged, and hereby covenants that, without the prior written
consent thereto of the Assignee, so long as this instrument of assignment shall
remain in effect, it will not assign or pledge the whole or any part of the
right, title and interest hereby assigned to anyone other than the Assignee,
its successors and assigns, and it will not take or omit to take any action,
the taking or omission of which might result in an alteration or impairment of
said insurances, of this Assignment or of any of the rights created by said
insurances or this Assignment.
All notices or other communications which are required to be made to
the Assignee hereunder shall be made by postage prepaid letter, telex, or
telecopy confirmed by postage prepaid letter to:
CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telex Number: 824-717
Telefax Number: (000) 000-0000
or at such other address as may have been furnished in writing by the Assignee.
Any payments made pursuant to the terms hereof shall be made to the
Assignee at account number [ACCOUNT NUMBER] at its address above such other
account or accounts as may, from time to time, be designated by the Assignee or
as the Assignee may otherwise instruct.
THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN
TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW). This Assignment shall
not be amended and/or varied except by agreement in writing signed by the
parties hereto.
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EXHIBIT A
to
Insurance Assignment
IN WITNESS WHEREOF, the Assignor has caused this Insurance Assignment
to be duly executed this [DAY] day of [DATE].
[SHIPOWNER],
as Assignor,
By _____________________________
Name:
Title:
NOTICE OF ASSIGNMENT
The undersigned, [SHIPOWNER], the Owner of the [COUNTRY FLAG] Vessel
[VESSEL NAME], hereby gives you notice that by an Insurance Assignment dated
[DATE] entered into by us with CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH (hereinafter called the "Assignee"), there has been assigned by us to
the Assignee all insurances effected and to be effected in respect thereof
including the insurances constituted by the policy whereon this Notice is
endorsed. This Notice of Assignment and the applicable loss payable clauses in
the form hereto attached as Annex I are to be endorsed on all policies and
certificates of entry evidencing such insurance.
Dated:
[SHIPOWNER],
Owner,
By ____________________________
Name:
Title:
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ANNEX I
Notice of Insurance Assignment
FORM OF LOSS PAYABLE CLAUSES
HULL AND WAR RISKS
Loss, if any, payable to CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH, as Mortgagee (the "Mortgagee"), for distribution by the Mortgagee to
itself as Collateral Agent and to _______________________, as owner (the
"OWNER"), as their respective interests may appear, or order, except that,
unless Underwriters have been otherwise instructed by notice in writing from
the Mortgagee, in the case of any loss involving any damage to the Vessel or
liability of the Vessel, the Underwriters may pay directly for the repair,
salvage, liability or other charges involved or, if the Owner shall have first
fully repaired the damage and paid the cost thereof, or discharged the
liability or paid all of the salvage or other charges, then the Underwriters
may pay the Owner as reimbursements therefore; PROVIDED, HOWEVER, that if such
damage involves a loss in excess of U.S.$250,000 or its equivalent the
Underwriters shall not make such payment without first obtaining the written
consent thereto of the Mortgagee.
In the event of an actual or constructive total loss or a compromise
or arranged total loss or requisition of title, all insurance payments therefor
shall be paid to the Mortgagee, for distribution by it in accordance with the
terms of the Mortgage.
PROTECTION AND INDEMNITY
Loss, if any, payable to CHRISTIANIA BANK OG KREDITKASSE ASA, NEW YORK
BRANCH, as Mortgagee (the "Mortgagee"), for distribution by the Mortgagee to
itself as Collateral Agent and _________________________, Owner, as their
respective interests may appear, or order, except that, unless and until the
Underwriters have been otherwise instructed by notice in writing from the
Agent, any loss may be paid directly to the person to whom the liability
covered by this insurance has been incurred, or to the Owner to reimburse it
for any loss, damage or expenses incurred by it and covered by this insurance,
PROVIDED the Underwriters shall have first received evidence that the liability
insured against has been discharged.
