SUBSIDIARY GUARANTEE
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Exhibit 4.5
This Supplemental Indenture, dated as of May , 2003 (this "Supplemental Indenture" or "Guarantee"), among General Maritime Management (UK) LLC (the "Guarantor"), 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 (the "Trustee"), 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 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 Guarantor, 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
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Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION 2.1 Agreement to be Bound. The 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. The 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. The 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 the Guarantor shall be given as provided in the Indenture to the 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
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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.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| GENERAL MARITIME MANAGEMENT (UK) LLC, as a Subsidiary Guarantor | |||
By: |
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| Name: Xxxx X. Xxxxxxxxx Title: Manager |
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LASALLE BANK NATIONAL ASSOCIATION, as Trustee |
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By: |
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Name: Title: |
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GENERAL MARITIME CORPORATION |
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By: |
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Name: Xxxxx X. Xxxxxxxxxxxxx Title: Chairman, President and Chief Executive Officer |
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GENERAL MARITIME MANAGEMENT LLC UNITED OVERSEAS TANKERS LTD. GENMAR TRADER LTD. GENMAR KENTUCKY LTD. |
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| GENMAR WEST VIRGINIA LTD. | |||
By |
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| Name: Xxxx X. Xxxxxxxxxxxxx Title: Attorney-In-Fact |
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GMR ADMINISTRATION CORP. |
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By |
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Name: Xxxx X. Xxxxxxxxxxxxx Title: Vice President |
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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 XXXXXX LLC GMR OCEAN LLC GMR ORION LLC GMR PACIFIC LLC GMR PHOENIX LLC GMR PRINCESS LLC GMR PROGRESS LLC 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 |
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| GMR ALEXANDRA LLC GMR ALTA LLC GMR BOSS LLC GMR COMMANDER LLC GMR XXXXXXXXXXX LLC GMR XXXXXXX LLC GMR XXXXXX LLC GMR XXXXXXX LLC GMR XXXXXX LLC GMR MACEDON LLC GMR MALTA LLC GMR MINOTAUR LLC GMR PERICLES LLC GMR SPARTIATE LLC GMR SUN LLC GMR ZOE LLC |
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By |
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| Name: Xxxx X.Xxxxxxxxxxxxx Title: Manager |
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SUBSIDIARY GUARANTEE
