Consent re the General Maritime Amended and Restated Credit Agreement Ladies and Gentlemen:
Exhibit 10.53
February 24, 2009
General Maritime Corporation
General Maritime
Subsidiary Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxxxxxxx, Executive Vice President
CONFIDENTIAL
Consent re the General Maritime Amended and Restated Credit Agreement
Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement, dated as of October 20, 2008, entered into by and among General Maritime Corporation (the “Parent”), General Maritime Subsidiary Corporation (the “Borrower” and, together with the Parent, “you”), the lenders party thereto from time to time (each, a “Lender” and collectively, “Lenders”), Nordea Bank Finland plc, New York Branch, as administrative agent (in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, “Collateral Agent”) for Lenders (as so amended and as the same has been further amended and/or modified through the date hereof, the “Credit Agreement”). Terms defined in the Credit Agreement shall have the same meaning when used in this letter (this “Consent”).
You have requested that the Administrative Agent and the Lenders consent to the Amendments (as herein defined) and the Administrative Agent and the Lenders party hereto have agreed to consent thereto as set forth herein.
Notwithstanding anything to the contrary contained in the Credit Agreement, the Administrative Agent, the Borrower, the other Credit Parties and the Lenders party hereto hereby
(i) consent to the acceleration of the October 26, 2009 Scheduled Commitment Reduction required under Section 4.02(c) of the Credit Agreement to the date hereof, and (ii) agree that Genmar Xxxxxx shall constitute a Mortgaged Vessel under the Credit Agreement and the other Credit Documents from and after the date on which each of the following conditions are satisfied: (a) GMR Xxxxxx LLC shall have duly authorized, executed and delivered, and caused to be recorded a Vessel Mortgage substantially in the form of Exhibit I-1 or I-2 to the Credit Agreement, as applicable, with respect to Genmar Xxxxxx, (b) GMR Xxxxxx LLC shall satisfy with the conditions applicable to Mortgaged Vessels and Subsidiary Guarantors as set forth in Sections 5.03, 5.04, 5.06, 5.07, 5.12, 5.14 and 5.15 of the Credit Agreement as if the Genmar Xxxxxx was a Mortgaged Vessel on the Initial Borrowing Date and (c) the Borrower shall deliver updated Schedules III, VI and VIII to the Credit Agreement revised to reflect the Amendments (clauses (i) and (ii) together, the “Amendments”).
THIS CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH CREDIT PARTY HERETO HEREBY RATIFIES AND AFFIRMS THE CONSENTS TO THE JURISDICTION AND VENUE CONTAINED IN SECTION 13.08 OF THE CREDIT AGREEMENT WITH RESPECT TO ALL ACTIONS ARISING OUT OF THIS CONSENT.
EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE CREDIT AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
The Credit Agreement is modified only by the express provisions of this Consent and this Consent shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document except as specifically set forth herein.
This Consent may be executed and delivered via facsimile or other electronic transmission (i.e. “pdf”) with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Consent constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
This Consent shall become effective on the date (the “Consent Effective Date”) when the Parent, the Borrower, each other Credit Party 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 or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000; Attention: May Yip (facsimile number: 000-000-0000 / email: xxxx@xxxxxxxxx.xxx).
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From and after the Consent 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.
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Very truly yours, |
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NORDEA BANK FINLAND PLC, NEW YORK |
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BRANCH, Individually and as Administrative Agent |
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By: |
/s/ Xxxxxxx Xxxxxx |
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Name: |
Xxxxxxx Xxxxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: |
Xxxx Xxxxxxxx |
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Title: |
Executive Vice President |
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SIGNATURE PAGE TO CONSENT DATED |
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AS OF THE FIRST DATE WRITTEN ABOVE, AMONG |
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GENERAL MARITIME CORPORATION, |
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GENERAL MARITIME SUBSIDIARY |
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CORPORATION, THE LENDERS PARTY |
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HERETO, AND NORDEA BANK FINLAND PLC. |
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NEW YORK, AS ADMINISTRATIVE AGENT |
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Name of Institution: |
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Alliance & Leicester Plc |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Senior Manager, Corporate & Structured Finance |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxx |
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Title: |
Head of Global Infrastructure |
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SIGNATURE PAGE TO CONSENT DATED |
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AS OF FEBRUARY , 2009, AMONG |
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GENERAL MARITIME CORPORATION, |
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GENERAL MARITIME SUBSIDIARY |
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CORPORATION, THE LENDERS PARTY |
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HERETO, AND NORDEA BANK FINLAND PLC, |
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NEW YORK, AS ADMINISTRATIVE AGENT |
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Name of Institution: BANK OF SCOTLAND PLC. |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: |
XXXXXX XXXXXXXX |
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Title: |
DIRECTOR |
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By: |
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Name: |
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Title: |
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SIGNATURE PAGE TO CONSENT DATED AS |
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OF THE FIRST DATE WRITTEN ABOVE, |
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AMONG GENERAL MARITIME |
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CORPORATION, GENERAL MARITIME |
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SUBSIDIARY CORPORATION, THE LENDERS |
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PARTY HERETO, AND NORDEA BANK |
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FINLAND PLC, NEW YORK, AS |
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ADMINISTRATIVE AGENT |
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CREDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH, as Lender |
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By: |
/s/ Xxxx Xxxxxx |
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Name: |
Xxxx Xxxxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxxxxxx Xxxxxx |
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Vice President |
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SIGNATURE PAGE TO CONSENT DATED AS |
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OF THE FIRST DATE WRITTEN ABOVE, |
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AMONG GENERAL MARITIME |
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CORPORATION, GENERAL MARITIME |
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SUBSIDIARY CORPORATION, THE LENDERS |
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PARTY HERETO, AND NORDEA BANK |
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FINLAND PLC, NEW YORK, AS |
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ADMINISTRATIVE AGENT |
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Name of Institution: CITI BANK, NA |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: |
XXXXXX XXXXXXX |
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Title: |
Director |
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By: |
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Name: |
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Title: |
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SIGNATURE PAGE TO CONSENT DATED |
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AS OF FEBRUARY , 2009, AMONG |
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GENERAL MARITIME CORPORATION, |
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GENERAL MARITIME SUBSIDIARY |
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CORPORATION, THE LENDERS PARTY |
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HERETO, AND NORDEA BANK FINLAND PLC, |
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NEW YORK, AS ADMINISTRATIVE AGENT |
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Name of Institution: |
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DANISH SHIP FINANCE A/S |
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(DANMARKS SKIBSKREDIT A/S) |
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By: |
/s/ Xxxxxx Donbo |
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Name: |
Denis Donbo |
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Title: |
Senior Vice President – Head of Credit |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
Xxxxx Xxxxxxxx |
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Title: |
Assistant Relationship Manager |
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SIGNATURE PAGE TO
CONSENT DATED AS |
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Name of Institution: |
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DnB NOR Bank ASA, New York Branch |
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Title: |
Senior Vice President |
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By: |
/s/ Xxxxxxxx Xxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxx |
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Title: |
Vice President |
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SIGNATURE PAGE TO CONSENT DATED |
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AS OF FEBRUARY , 2009, AMONG |
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GENERAL MARITIME CORPORATION, |
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GENERAL MARITIME SUBSIDIARY |
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CORPORATION, THE LENDERS PARTY |
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HERETO, AND NORDEA BANK FINLAND PLC, |
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NEW YORK, AS ADMINISTRATIVE AGENT |
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Name of Institution: |
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Dresdner Bank AG in Hamburg |
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By: |
/s/ Xxxxxxx WaBmann |
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Name: |
Xxxxxxx WaBmann |
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Title: |
Prokurist |
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By: |
/s/ Xxxxxx Xxxxxxxxxxxx |
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Name: |
Xxxxxx Xxxxxxxxxxxx |
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Title: |
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SIGNATURE PAGE TO CONSENT DATED AS |
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OF THE FIRST DATE WRITTEN ABOVE, |
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AMONG GENERAL MARITIME |
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CORPORATION, GENERAL MARITIME |
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SUBSIDIARY CORPORATION, THE LENDERS |
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PARTY HERETO, AND NORDEA BANK |
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FINLAND PLC, NEW YORK, AS |
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ADMINISTRATIVE AGENT |
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Name of Institution: Fortis Capital Corp. |
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By: |
/s/ Xxxxx Xxxx |
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Name: |
Xxxxx Xxxx |
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Title: |
Managing Director |
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By: |
/s/ C. Xxxxxx Xxxxxx |
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Name: |
C. XXXXXX XXXXXX |
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Title: |
DIRECTOR |
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SIGNATURE PAGE TO
CONSENT DATED AS |
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Name of Institution: |
HSH NORDBANK |
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HSH Nordbank AG |
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By: |
/s/ Xxx Xxxxxxxxxx |
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Name: |
Xxx Xxxxxxxxxx |
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Title: |
Vice President |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Vice President |
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SIGNATURE PAGE TO CONSENT DATED |
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AS OF FEBRUARY , 2009, AMONG |
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GENERAL MARITIME CORPORATION, |
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GENERAL MARITIME SUBSIDIARY |
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CORPORATION, THE LENDERS PARTY |
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HERETO, AND NORDEA BANK FINLAND PLC, |
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NEW YORK, AS ADMINISTRATIVE AGENT |
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Name of Institution: |
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Bayerische Hypo- und Vereinsbank AG |
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By: |
/s/ Xxx Xxxxxxxx |
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Name: |
Xxx Xxxxxxxx |
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Title: |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
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SIGNATURE PAGE TO CONSENT DATED AS |
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OF THE FIRST DATE WRITTEN ABOVE, |
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AMONG GENERAL MARITIME |
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CORPORATION, GENERAL MARITIME |
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SUBSIDIARY CORPORATION, THE LENDERS |
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PARTY HERETO, AND NORDEA BANK |
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FINLAND PLC, NEW YORK, AS |
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ADMINISTRATIVE AGENT |
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Name of Institution: LLOYDS TSB BANK PLC |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
XXXXX XXXXXX |
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Title: |
ASSOCIATE DIRECTOR, SHIP FINANCE |
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By: |
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Name: |
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Title: |
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SIGNATURE PAGE TO CONSENT DATED |
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AS OF FEBRUARY , 2009, AMONG |
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GENERAL MARITIME CORPORATION, |
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GENERAL MARITIME SUBSIDIARY |
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CORPORATION, THE LENDERS PARTY |
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HERETO, AND NORDEA BANK FINLAND PLC, |
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NEW YORK, AS ADMINISTRATIVE AGENT |
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Name of Institution: Natixis |
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By: |
/s/ Xxxxx Xxxxxxxxx |
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Name: |
Xxxxx XXXXXXXXX |
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Title: |
Head of Middle Office Shipping |
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By: |
/s/ Xxxx Xxxxxxxxxx |
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Name: |
Xxxx XXXXXXXXXX |
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Title: |
Deputy Head of Shipping Finance |
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SIGNATURE PAGE TO CONSENT DATED AS |
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OF THE FIRST DATE WRITTEN ABOVE, |
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AMONG GENERAL MARITIME |
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CORPORATION, GENERAL MARITIME |
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SUBSIDIARY CORPORATION, THE LENDERS |
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PARTY HERETO, AND NORDEA BANK |
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FINLAND PLC, NEW YORK, AS |
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ADMINISTRATIVE AGENT |
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Name of Institution: |
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The Royal Bank of Scotland plc |
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By: |
/s/ Colin Manchester |
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Name: |
Colin Manchester |
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Title: |
Head of Shipping Coverage, Americas |
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By: |
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Name: |
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Title: |
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SIGNATURE PAGE TO CONSENT DATED |
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AS OF FEBRUARY , 2009, AMONG |
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GENERAL MARITIME CORPORATION, |
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GENERAL MARITIME SUBSIDIARY |
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CORPORATION, THE LENDERS PARTY |
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HERETO, AND NORDEA BANK FINLAND PLC, |
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NEW YORK, AS ADMINISTRATIVE AGENT |
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Name of Institution: |
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SKANDINAVISKA ENSKILDA BANKEN (AB PUBL) |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: |
XXXXX XXXXXXXX |
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Title: |
CLIENT EXECUTIVE |
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By: |
/s/ Xxxx Xxxxxxxxx |
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Name: |
XXXX XXXXXXXXX |
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Title: |
CLIENT EXECUTIVE |
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SIGNATURE PAGE TO CONSENT DATED AS |
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OF THE FIRST DATE WRITTEN ABOVE, |
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AMONG GENERAL MARITIME |
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CORPORATION, GENERAL MARITIME |
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SUBSIDIARY CORPORATION, THE LENDERS |
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PARTY HERETO, AND NORDEA BANK |
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FINLAND PLC, NEW YORK, AS |
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ADMINISTRATIVE AGENT |
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Name of Institution: |
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SUMITOMO MITSUI BANKING CORPORATION |
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By: |
/s/ Xxxxxxx X Xxxx |
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Name: |
Xxxxxxx X Xxxx |
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Title: |
General Manager |
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By: |
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Name: |
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Title: |
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Accepted and Agreed to this |
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24 day of February, 2009 |
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GENERAL MARITIME CORPORATION, |
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as Parent |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxxxxxx |
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Title: |
Executive Vice
President, |
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GENERAL MARITIME SUBSIDIARY |
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CORPORATION, |
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as Borrower |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: |
Xxxx X. Xxxxxxxxxxxxx |
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Title: |
Treasurer |
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GMR ADMINISTRATION CORP.,
GMR AGAMEMNON LLC,
GMR AJAX LLC,
GMR ALEXANDRA LLC,
GMR ARGUS LLC,
GMR XXXXXXXXXXX LLC,
GMR DEFIANCE LLC,
GMR XXXXXX X. LLC,
GMR GULF LLC,
GMR XXXXXXX X. LLC,
GMR HOPE LLC,
GMR HORN LLC,
GMR XXXX X. 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,
GMR XXXXXX LLC,
as Subsidiary Guarantors
By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Manager/Treasurer |
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GENERAL MARITIME MANAGEMENT LLC, |
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as Subsidiary Guarantor |
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By: |
/s/ Xxxxx Xxxx |
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Name: Xxxxx Xxxx |
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Title: Manager |
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