Exhibit 4.2
FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and
entered into as of ___________, 2001 by and between GENERAL MARITIME SHIP
HOLDINGS LTD., a Xxxxxxxx Islands corporation to be renamed General Maritime
Corporation upon the initial closing pursuant to the Acquisition Agreements (the
"Company"), and the persons listed on Schedule 1 attached hereto (the
"Securityholders").
The Securityholders are the beneficial owners of certain Registrable
Securities (as defined below) issued by the Company. The Company and the
Securityholders deem it to be in their respective best interests to set forth
the rights of the Securityholders or other Holders in connection with public
offerings and sales of the Registrable Securities.
NOW, THEREFORE, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Company and the
Securityholders, intending legally to be bound, hereby agree as follows.
Section 1. Definitions. As used in this Agreement, the following
terms shall have the following meanings:
"Acquisition Agreement" means any of the agreements listed on
Schedule 2 hereto.
"Affiliate" of any person shall mean any other person who either
directly or indirectly is in control of, is controlled by, or is under common
control with, such person.
"Business Day" shall mean any Monday, Tuesday, Wednesday, Thursday
or Friday that is not a day on which banking institutions in the City of New
York are authorized by law, regulation or executive order to close.
"Capital Stock" shall mean all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.
"Common Stock" shall mean the common stock, par value $0.01 per
share, of the Company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.
"GP Securities" means Registrable Securities issued to companies
owned, directly or indirectly, by Xxxxx Xxxxxxxxxxxxx in respect of (i) equity
interests of any Managing General Partner of an Exchanging Partnership (as
defined in the Plan of Recapitalization) which they are entitled to receive as
general partner pursuant to the Acquisition Agreements other than on account of
a Managing General Partner's capital contribution or (ii) the equity of General
Maritime Corporation, a Xxxxxxxx Islands corporation to be renamed upon its
acquisition by the Company (and any other securities issued or issuable in
respect thereof as a result of or in connection with any stock dividend, stock
split or reverse stock split, combination, recapitalization, reclassification,
merger or consolidation, exchange or distribution).
"Hold-Back Election" shall have the meaning set forth in Section
7(a) hereof.
"Holder" shall mean any Person that owns Registrable Securities,
including such successors and assigns as acquire Registrable Securities,
directly or indirectly, from such Person. For purposes of this Agreement, the
Company may deem the registered holder of a Registrable Security as the Holder
thereof.
"Holder Representative" shall be a representative who is a Holder
chosen by Holders of a majority of Registrable Securities participating in any
offering undertaken pursuant to Section 3 who shall have the authority to take
any action or exercise or waive any right hereunder on behalf of all such
Holders with respect to such offering.
"Market Value" shall mean the value per share of Common Stock
determined as follows: (a) if the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges on such exchange
or listed for trading on the Nasdaq Stock Market, the Market Value shall be the
average of the last reported sale price of the Common Stock on such exchange or
market on the last twenty (20) trading days prior to the date on which a demand
for registration is made pursuant to Section 3, or if no such sale is made on
any such day, the average closing bid and asked prices for such day on such
exchange or market; or (b) if the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
Market Value shall be an amount, not less than book value per share of Common
Stock of the Company at the end of the most recent fiscal year of the Company
ending prior to the date on which a demand for registration is made pursuant to
Section 3, determined in good faith and in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
"Material Development Condition" shall have the meaning set forth in
Section 6(b) hereof.
"Person" shall mean an individual, partnership, corporation, limited
liability company, joint venture, trust or unincorporated organization, a
government or agency or political subdivision thereof or any other entity.
"Plan of Recapitalization" means the Plan of Recapitalization
annexed to the Acquisition Agreements.
"Post-Closing Sellers" shall have the meaning set forth in the Plan
of Recapitalization.
"Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable Securities covered
by such Registration Statement and by all other amendments and supplements to
the prospectus, including post-effective amendments and all material
incorporated by reference in such prospectus.
"Registrable Securities" shall mean the Common Stock issued to the
Securityholders pursuant to the Acquisition Agreements and any other securities
issued or issuable as a result of or in connection with any stock dividend,
stock split or reverse stock split,
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combination, recapitalization, reclassification, merger or consolidation,
exchange or distribution in respect of such Common Stock.
"Registration Expenses" shall have the meaning set forth in Section
8 hereof.
"Registration Statement" shall mean any registration statement which
covers any of the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included therein, all amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.
"Restricted Securities" shall have the meaning set forth in Section
2 hereof.
"Rule 144" shall mean Rule 144 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"Rule 415" shall mean Rule 415 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"Rule 903" shall mean Rule 903 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"Rule 904" shall mean Rule 904 promulgated under the Securities Act,
as amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.
"SEC" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"Securities Act" shall mean the Securities Act of 1933, as amended
(or any similar successor federal statute), and the rules and regulations
thereunder, as the same are in effect from time to time.
"Stockholder Rights Plan" means a plan or other arrangement pursuant
to which stockholders of the Company are issued rights to acquire securities of
the Company at a price that is determined by reference to the current market
price or other measure of fair value for such securities and is more than 20%
below such price or value, such issuance to occur upon a person becoming the
owner of more than a specified percentage of a class of the Company's
securities, or a specified number of such securities, and such plan or
arrangement providing that such rights are exercisable by all holders of the
rights other than such person and/or its affiliates.
"Underwritten Offering" shall mean a registered offering in which
securities of the Company are sold to an underwriter for reoffering to the
public.
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Section 2. Securities Subject to this Agreement. The securities
entitled to the benefits of this Agreement are the Registrable Securities but,
with respect to any particular Registrable Security, only so long as such
security continues to be a Restricted Security. A Registrable Security that has
ceased to be a Registrable Security cannot thereafter become a Registrable
Security. As used herein, a Restricted Security is a Registrable Security which
has not been distributed in accordance with an effective Registration Statement
and which has not been distributed by a Holder pursuant to Rule 144, Rule 903 or
Rule 904, unless, in the case of a Registrable Security distributed pursuant to
Rule 903 or 904, any applicable restricted period has not expired or the SEC or
its staff has taken the position in a published release, ruling or no-action
letter that securities distributed under Rule 903 or 904 are ineligible for
resale in the United States under Section 4(1) of the Securities Act
notwithstanding expiration of the applicable restricted period. Securities shall
cease to be Registrable Securities at such time as they are tradeable without
restriction as to volume pursuant to Rule 144 (except for purposes of Section 11
and with respect to amendments or waivers of Section 11 or Section 14).
Section 3. Demand Registration for Underwritten Offerings.
(a) Demand. Upon the written request of a Holder or Holders of the
lesser of (i) 10% of the Registrable Securities originally issued (without
reduction for shares of Common Stock that cease to be Registrable Securities)
and (ii) Registrable Securities having an aggregate Market Value of at least $50
million, at any time after an initial public offering of securities of the
Company but before the tenth anniversary of the date hereof, requesting that the
Company effect an Underwritten Offering of Registrable Securities under the
Securities Act and specifying the intended method of disposition thereof, the
Company will use its commercially reasonable efforts to effect, as expeditiously
as possible (and in any event within 60 days), the registration under the
Securities Act of the Registrable Securities which the Company has been so
requested to register by such Holders of the Registrable Securities; provided,
however, that the Company shall not be obligated to effect more than an
aggregate of five (5) demand registrations pursuant to this Section 3; and
provided, further, that no Holder shall deliver a request for a demand
registration for a registration to be effective within 180 days following the
last date on which a Registration Statement filed in respect of the previous
registration hereunder, if any, was effective.
Upon receipt of any request for registration pursuant to this
Section 3 from any Holders of Registrable Securities, the Company shall promptly
give written notice of such request to all other Holders. The Company shall
include in the requested registration all Registrable Securities requested to be
included by such of the other Holders who shall make such request by written
notice to the Company delivered within 15 Business Days of their receipt of the
Company's notice. If the Company shall receive a request for inclusion in the
registration of the Registrable Securities of additional Holders, it shall
promptly so inform the Holders who made the initial request for registration.
A Holder or Holders requesting a registration pursuant to this
Section 3 may, at any time prior to the effective date of the Registration
Statement relating to such registration, revoke such request by providing a
written notice to the Company revoking such request. A registration requested
pursuant to this Section 3(a) shall not be deemed to have been effected unless a
registration statement with respect thereto has become effective and the
Registrable
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Securities registered thereunder for sale on a firm commitment basis are sold to
the underwriters thereunder or are not so sold solely by reason of an act or
omission by the Holders thereof; provided, however, that if such registration
does not become effective after the Company has filed it solely by reason of a
Holder's or Holders' refusal to proceed and such refusal to proceed is the
second or more such refusal to proceed by a Holder requesting registration under
this Section 3 (other than a refusal to proceed based upon the advice of counsel
relating to a matter with respect to the Company), then such registration shall
be deemed to have been effected unless the requesting Holders shall have elected
to pay all reasonable out-of-pocket Registration Expenses in connection with
such registration.
(b) Effectiveness of Registration Statement. The Company agrees to
use its commercially reasonable best efforts to (x) cause the Registration
Statement relating to any demand registration pursuant to this Section 3 to
become effective as promptly as practicable (and in any event within 60 days)
following a request for registration under Section 3(a); (y) thereafter keep
such Registration Statement effective continuously for the period specified in
the next succeeding paragraph; and (z) prevent the happening of any event of the
kinds described in clauses (4), (5) and (6) of Section 6(a)(ii).
Except as provided in the last paragraph of Section 3(a) above, a
demand registration requested pursuant to this Section 3 will not be deemed to
have been effected unless the Registration Statement relating thereto has become
effective under the Securities Act and remained continuously effective (except
as otherwise permitted under this Agreement) for a period ending on the earlier
of (i) the date which is six months (or one year with respect to a shelf
registration on Form S-1 undertaken pursuant to Section 3(a)) after the
effective date of such Registration Statement (subject to extension as provided
in Section 6(b)) and (ii) the date on which all Registrable Securities covered
by such Registration Statement have been sold and the distribution contemplated
thereby has been completed.
(c) Inclusion of Other Securities; Cutback. The Company, and any
other holder of the Company's securities who has registration rights, may
include its securities in any demand registration effected pursuant to this
Section 3; provided, however, that if the managing underwriter of a proposed
Underwritten Offering contemplated thereby advises the Holder or Holders in
writing that the total amount or kind of securities to be included in such
proposed public offering is sufficiently large or of a type which such managing
underwriter believes would materially adversely affect the success of the
proposed public offering requested by the Holder or Holders, then the amount or
kind of securities offered for the account of the following groups of holders
shall be reduced pro rata among members of such group in accordance with such
managing underwriter's recommendation in the following order of priority (with
the securities to be reduced first listed first): (i) securities other than
Registrable Securities, (ii) securities offered by the Company, (iii) the GP
Securities and (iv) Registrable Securities other than the GP Securities, and
provided that no Registrable Securities shall be reduced until all securities
other than Registrable Securities and securities offered by the Company are
entirely excluded from the underwriting.
Section 4. Shelf Registration. (a) (i) At such time as the Company
is able to use Form S-3 under the Securities Act (or any successor form) for
sales of Registrable Securities by selling stockholders or (ii) at any time
following the third anniversary of the Company's initial
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public offering, at the request of Holders of the lesser of (x) 5% of the
Registrable Securities originally issued (without reduction for shares of Common
Stock that cease to be Registrable Securities) and (y) Registrable Securities
having an aggregate Market Value of at least $25 million, the Company shall use
its commercially reasonable efforts to effect, as expeditiously as possible, the
registration under the Securities Act of any number of Registrable Securities
for which it receives requests in accordance with Section 4(a) (the "Shelf
Registration"). The Company shall use its commercially reasonable best efforts
to cause such Registration Statement to become effective as promptly as
practicable (and in any event within 60 days following either date in clause (i)
or (ii) above) and maintain the effectiveness of such Registration Statement
(subject to the terms and conditions herein) for a period ending on the earliest
of (i) two years following the date on which such Registration Statement first
becomes effective (but one year if the Company is not able to use Form S-3 under
the Securities Act (or any successor form)), and (ii) the date on which all
Registrable Securities covered by such Registration Statement have been sold and
the distribution contemplated thereby has been completed or have become freely
tradeable pursuant to Rule 144 without regard to volume.
(b) The Shelf Registration Statement pursuant to this Section 4
shall to the extent possible under applicable law, be effected to permit sales
on a continuous basis pursuant to Rule 415 under the Securities Act. Any
takedown under the Shelf Registration pursuant to this Section 4 may or may not
be underwritten; provided that (i) Holders may request any underwritten takedown
only to be effected as a demand registration under Section 3(a) (in which event,
unless such demand registration would not require representatives of the Company
to meet with prospective purchasers of the Company's securities, a demand
registration must be available thereunder and the number of demand registrations
available shall be reduced by one subject to the last paragraph of Section 3(a))
or (ii) holders may request an unlimited number of underwritten takedowns to be
effected in accordance with the terms of Section 5. The Company shall be
entitled to effect the Shelf Registration on any available form under the
Securities Act.
(c) In the event of a request for a Shelf Registration pursuant to
Section 4(a), the Company shall give written notice of the proposed filing of
the Registration Statement in connection therewith to all Holders of Registrable
Securities offering to each such Holders the opportunity to have any or all of
the Registrable Securities held by such Holders included in such registration
statement. Each Holder of Registrable Securities desiring to have its
Registrable Securities registered under this Section 4(c) shall so advise the
Company in writing within 15 Business Days after the date of such notice from
the Company (which request shall set forth the amount of Registrable Securities
for which registration is requested), and the Company shall include in such
Registration Statement all such Registrable Securities so requested to be
included therein.
(d) The number, percentage, fraction or kind of shares referred to
in this Section 4 shall be appropriately adjusted for any stock dividend, stock
split, reverse stock split, combination, recapitalization, reclassification,
merger or consolidation, exchange or distribution in respect of the shares of
Common Stock.
(e) The Company, and any other holder of the Company's securities
who has registration rights, may include its securities in the Shelf
Registration effected pursuant to this Section 4.
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Section 5. Piggyback Registration. If, on or prior to the tenth
anniversary of the date of this Agreement, the Company at any time proposes to
file a registration statement with respect to any equity securities, whether for
its own account (other than in connection with any Registration Statement
contemplated by Sections 3 or 4 or a registration statement on Form S-4 or S-8
(or any successor or substantially similar form), or in connection with (A) an
employee stock option, stock purchase or compensation plan or securities issued
or issuable pursuant to any such plan, or (B) a dividend reinvestment plan) (any
of the foregoing, a "Company Registration") or for the account of a holder of
securities of the Company pursuant to demand registration rights granted by the
Company (a "Requesting Securityholder"), other than for the registration of
securities for sale on a non-underwritten continuous or delayed basis pursuant
to Rule 415 (a "Requesting Securityholder Registration"), then the Company shall
in each case give written notice of such proposed filing to all Holders of
Registrable Securities at least twenty (20) Business Days before the anticipated
filing date of any such registration statement by the Company, and such notice
shall offer to all Holders the opportunity to have any or all of the Registrable
Securities held by such Holders included in such registration statement. Each
Holder of Registrable Securities desiring to have its Registrable Securities
registered under this Section 5 shall so advise the Company in writing within
fifteen (15) Business Days after the date of receipt of such notice (which
request shall set forth the amount of Registrable Securities for which
registration is requested), and the Company shall include in such Registration
Statement all such Registrable Securities so requested to be included therein.
Notwithstanding the foregoing, if the managing underwriter of any such proposed
public offering advises the Company in writing that the total amount or kind of
securities which the Holders of Registrable Securities, the Company and any
other persons or entities intended to be included in such proposed public
offering is sufficiently large or of a type which such managing underwriter
believes would adversely affect the success of such proposed public offering,
then the amount or kind of securities offered for the account of the following
groups of holders shall be reduced pro rata among members of such group in
accordance with such managing underwriter's recommendation in the following
order of priority: (i) if a registration under this Section 5 is a Company
Registration, then the order of priority shall be (with the securities to be
reduced first listed first) (A) securities other than Registrable Securities,
(B) GP Securities, (C) Registrable Securities other than GP Securities, and (D)
securities offered by the Company; and (ii) if a registration under this Section
5 is a Requesting Securityholder Registration, then the order of priority shall
be (with the securities to be reduced first listed first) (A) securities offered
by the Company, (B) GP Securities, and (C) (x) securities other than Registrable
Securities and (y) Registrable Securities other than the GP Securities, pro rata
among (x) and (y) collectively in accordance with the number of securities
requested to be included therein. Holders exercising their rights under this
Section 5 with respect to a Company Registration in which the Company has been
able to sell all of the securities it sought to include in such Company
Registration (including by means of the underwriter's overallotment option)
shall be entitled to sell their Registrable Securities by means of the
underwriter's overallotment option to the extent not fully utilized by the
Company; provided, however, that the Company will use its commercially
reasonable efforts to enable the Holders other than the Post-Closing Sellers to
sell Registrable Securities in the overallotment option in connection with the
Company's initial public offering and the Company will not sell any shares
subject to such option to extent the Holders can do so. Anything to the contrary
in this Agreement notwithstanding, the Company may withdraw or postpone a
Registration Statement referred to in this Section 5 at any time before it
becomes
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effective or withdraw, postpone or terminate the offering after it becomes
effective without obligation to the Holder or Holders of the Registrable
Securities.
Section 6. Registration Procedures.
(a) General. In connection with the Company's registration
obligations pursuant to Sections 3, 4 and 5 hereof, at its expense, except as
provided in Section 8, the Company will, as expeditiously as possible:
(i) prepare and file with the SEC a new Registration Statement
or such amendments and post-effective amendments to an existing
Registration Statement as may be necessary to keep such Registration
Statement effective for the time periods set forth in Sections 3(b) or
4(a) (if applicable), provided that no Registration Statement shall be
required to remain in effect after all Registrable Securities covered by
such Registration Statement have been sold and distributed as contemplated
by such Registration Statement, and, provided, further, that as soon as
practicable, but in no event later than two Business Days before filing
such Registration Statement, any related Prospectus or any amendment or
supplement thereto, other than any amendment or supplement made solely as
a result of incorporation by reference of documents filed with the SEC
subsequent to the filing of such Registration Statement, the Company shall
furnish for comment to the Holders of the Registrable Securities covered
by such Registration Statement who request to receive such documents and
the underwriters, if any, copies of all such documents proposed to be
filed, and, except in connection with an offering under Section 5 hereof,
shall not file any Registration Statement or amendment or supplement
(other than by incorporation) to which the Holders of at least a majority
of the Registrable Securities covered by such Registration Statement
reasonably object.
(ii) notify the selling Holders of Registrable Securities and
the managing underwriters, if any, promptly (1) when a new Registration
Statement, Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to any new Registration
Statement or post-effective amendment, when it has become effective, (2)
of any request by the SEC for amendments or supplements to any
Registration Statement or Prospectus or for additional information, (3) of
the issuance by the SEC of any comments with respect to any filing and of
the Company's responses thereto, (4) of any stop order suspending the
effectiveness of any Registration Statement or the initiation of any
proceedings for that purpose, (5) of any suspension of the qualification
of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose and (6) of
the happening of any event which makes any statement of a material fact
made in any Registration Statement, Prospectus or any document
incorporated therein by reference untrue or which requires the making of
any changes in any Registration Statement, Prospectus or any document
incorporated therein by reference in order to make the statements therein
(in the case of any Prospectus, in the light of the circumstances under
which they were made) not misleading;
(iii) if reasonably requested by the managing underwriter or
underwriters or a Holder of Registrable Securities being sold in
connection with an
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Underwritten Offering, promptly incorporate in a Prospectus supplement or
post-effective amendment such information as the managing underwriters or
the Holders of a majority of the Registrable Securities (on a Common Stock
equivalent basis) being sold in such Underwritten Offering agree should be
included therein relating to the sale of the Registrable Securities,
including, without limitation, information with respect to the aggregate
number of shares of Registrable Securities being sold to such
underwriters, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the Underwritten Offering of the
Registrable Securities to be sold in such offering; and promptly make all
required filings of such Prospectus supplement or post-effective
amendment;
(iv) furnish to each selling Holder of Registrable Securities
and each managing underwriter, if any, without charge, as many conformed
copies as may reasonably be requested, of the then effective Registration
Statement and any post-effective amendments thereto, including financial
statements and schedules, all documents incorporated therein by reference
and all exhibits (including those incorporated by reference);
(v) deliver to each selling Holder of Registrable Securities
and the underwriters, if any, without charge, as many copies of the then
effective Prospectus (including each prospectus subject to completion) and
any amendments or supplements thereto as such Persons may reasonably
request;
(vi) use commercially reasonable efforts to register or
qualify or cooperate with the selling Holders of Registrable Securities,
the underwriters, if any, and their respective counsel in connection with
the registration or qualification of such Registrable Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as
any selling Holder of Registrable Securities or underwriter reasonably
requests in writing and to keep such registration or qualification (or
exemption therefrom) effective during the period such Registration
Statement is required to be kept effective and to do all other acts or
things reasonably necessary or advisable to enable the disposition in such
distributions of the securities covered by the applicable Registration
Statement; provided, however, that the Company will not be required to (1)
qualify to do business in any jurisdiction where it would not otherwise be
required to qualify, but for this paragraph (vi), (2) subject itself to
general taxation in any such jurisdiction or (3) file a general consent to
service of process in any such jurisdiction;
(vii) cooperate with the selling Holders of Registrable
Securities and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends; and enable
such Registrable Securities to be in such denominations and registered in
such names as the managing underwriters may request at least two Business
Days prior to any sale of Registrable Securities to the underwriters;
(viii) cause all Registrable Securities covered by the
Registration Statement to be listed on each securities exchange (or
quotation system operated by a national securities association) on which
identical securities issued by the Company are
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then listed if requested by the Holders of a majority of the Registrable
Securities covered by such Registration Statement or the managing
underwriters, if any, and enter into customary agreements including, if
necessary, a listing application and indemnification agreement in
customary form, and provide a transfer agent for such Registrable
Securities no later than the effective date of such Registration
Statement;
(ix) provide a CUSIP number for the Registrable Securities no
later than the effective date of such Registration Statement;
(x) use commercially reasonable efforts to prevent the
happening of any event of the kinds described in clauses (4), (5) and (6)
of Section 6(a)(ii);
(xi) otherwise use its commercially reasonable efforts to
comply with all applicable rules and regulations of the SEC relating to
such registration and the distribution of the securities being offered and
make generally available to its securities holders, as soon as reasonably
practicable, earnings statements satisfying the provisions of Section
11(a) of the Securities Act;
(xii) cooperate and assist in any filings required to be made
with the National Association of Securities Dealers, Inc.;
(xiii) subject to the proviso in paragraph (vi) above, cause
the Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or
the underwriters, if any, to consummate the disposition of such
Registrable Securities (other than as may be required by the governmental
agencies or authorities of any foreign jurisdiction and other than as may
be required by a law applicable to a selling Holder by reason of its own
activities or business other than the sale of Registrable Securities);
(xiv) use all commercially reasonable efforts to take all
other steps necessary to effect the registration of the Registrable
Securities covered by the Registration Statement contemplated hereby; and
(xv) subject to Section 4(b) in connection with an
underwritten offering, the Company will participate, to the extent
reasonably requested by the managing underwriter, in customary efforts to
sell the Registrable Securities under the offering, including, without
limitation, participating in "road shows."
The Company may require each seller of Registrable Securities as to
which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such securities as the
Company may from time to time reasonably request and as shall be required in
connection with any registration referred to herein.
(b) Each Holder of Registrable Securities agrees by acquisition of
such Registrable Securities that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Section 6(a)(ii), such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the then current Prospectus until (1) such Holder is advised
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in writing by the Company that a new Registration Statement covering the offer
of Registrable Securities has become effective under the Securities Act or (2)
such Holder receives copies of a supplemented or amended Prospectus contemplated
by this Section 6(b), or until such Holder is advised in writing by the Company
that the use of the Prospectus may be resumed. If the Company shall have given
any such notice during a period when a demand registration is in effect, the
Company shall extend the period described in Section 3(b)(i) or 4(a)(i) (as
applicable) by the number of days during which any such disposition of
Registrable Securities is discontinued pursuant to this paragraph. If so
directed by the Company, on the happening of such event, the Holder will deliver
to the Company (at the Company's expense) all copies, other than permanent file
copies then in such Holder's possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice.
(d) Selection of Underwriters. With respect to any Underwritten
Offering undertaken pursuant to Section 3, the Company shall be entitled to
select the managing underwriter with the consent of the Holder Representative,
and the Holder Representative shall be entitled to select a co-managing
underwriter with the consent of the Company, such consent not to be unreasonably
withheld or delayed in each case. With respect to any Company Registration as to
which Holders have exercised registration rights under Section 5, the Holder
Representative shall be entitled to select a co-managing underwriter with the
consent of the Company, such consent not to be unreasonably withheld or delayed.
Section 7. Holdback Agreements.
(a) Hold-Back Election. Except to the extent they sell shares with
respect to the overallotment option in connection with the Company's initial
public offering, in the case of the registration of any underwritten primary
offering initiated by the Company (other than any registration by the Company on
Form S-4 or Form S-8 (or any successor or substantially similar form), or in
connection with (A) an employee stock option, stock purchase or compensation
plan or of securities issued or issuable pursuant to any such plan, or (B) a
dividend reinvestment plan) or any underwritten secondary offering initiated at
the request of a holder of securities of the Company pursuant to registration
rights granted by the Company, upon the request of the managing underwriter,
each Holder of 5% or more of the outstanding shares of Common Stock agrees not
to effect any public sale or distribution of Registrable Securities except as
part of such underwritten registration, during the period beginning fifteen (15)
days prior to the closing date of such underwritten offering and during the
period ending on ninety (90) days after such closing date (or such longer
period, not to exceed 180 days, as may be reasonably requested by the Company or
by the managing underwriter or underwriters). In the event that such Holders are
required to refrain from selling Registrable Securities pursuant to this Section
7(a) during the required registration period under Section 4 hereof, the period
set forth in Section 4(a)(i) hereof shall be extended by the number of days
during such required registration period that the Holders were required to
refrain from selling Registrable Securities pursuant to this Section 7(a).
(b) Material Development Condition. With respect to any Registration
Statement filed or to be filed pursuant to Section 3 or 4, if the Company
determines that, in its good faith judgment, it would (because of the existence
of, or in anticipation of, any acquisition or corporate reorganization or other
transaction, financing activity, stock repurchase or development involving the
Company or any subsidiary, or the unavailability for reasons
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substantially beyond the Company's control of any required financial statements,
or any other event or condition of similar significance to the Company or any
subsidiary) be seriously detrimental (a "Material Development Condition") to the
Company or any subsidiary or its stockholders for such a Registration Statement
to become effective or to be maintained effective or for sales of Registrable
Securities to continue pursuant to the Registration Statement, the Company
shall, notwithstanding any other provisions of this Agreement, be entitled, upon
the giving of a written notice (a "Delay Notice") to such effect, signed by the
President or any Vice President of the Company, to any Holder of Registrable
Securities included or to be included in such Registration Statement, (i) to
cause sales of Registrable Securities by such Holder pursuant to such
Registration Statement to cease, (ii) to delay actions to bring about the
effectiveness of such Registration Statement and sales thereunder or, upon the
written advice of counsel, cause such Registration Statement to be withdrawn and
the effectiveness of such Registration Statement terminated, or (iii) in the
event no such Registration Statement has yet been filed, to delay filing any
such Registration Statement, until, in the good faith judgment of the Company,
such Material Development Condition no longer exists (notice of which the
Company shall promptly deliver to any Holder of Registrable Securities with
respect to which any such Registration Statement has been filed).
Notwithstanding the foregoing provisions of this paragraph (b): (1) the Company
shall not be entitled to cause sales of Registrable Securities to cease or to
delay any registration of Registrable Securities required pursuant to Section 3
or 4 by reason of any existing or anticipated Material Development Condition
more than a total of four times or for a period of more than an aggregate of
ninety (90) days within any consecutive three hundred sixty-five (365) day
period, as above provided; (2) in the event a Registration Statement is filed
and subsequently withdrawn by reason of any existing or anticipated Material
Development Condition as hereinbefore provided, the Company shall cause a new
Registration Statement covering the Registrable Securities to be filed with the
SEC as soon as such Material Development Condition expires or, if sooner, upon
the expiration of such ninety (90) day period, and the registration period for
such new registration statement shall be the greater of thirty (30) days or the
number of days that remained in the required registration period with respect to
the withdrawn Registration Statement at the time it was withdrawn; and (3) in
the event the Company elects not to withdraw or terminate the effectiveness of
any such Registration Statement but to cause a Holder or Holders to refrain from
selling Registrable Securities pursuant to such Registration Statement for any
period during the required registration period, such required registration
period with respect to such Holders shall be extended by the number of days
during such required registration period that such Holders are required to
refrain from selling Registrable Securities.
(c) Limitation on Demand, Shelf and Piggyback Registration Rights.
Anything to the contrary contained in this Agreement notwithstanding, when in
the written opinion of counsel for the Company (which counsel shall be
experienced in securities law matters) delivered to the Holders, registration of
the Registrable Securities is not required by the Securities Act and other
applicable securities laws in connection with a proposed sale of such
Registrable Securities under Rule 144 of the Securities Act, the Holder shall
have no rights pursuant to Sections 3, 4, or 5 hereof, to request a registration
in connection with such proposed sale; provided, however, if counsel for the
Holder(s) of Registrable Securities reasonably disagrees in its own written
opinion delivered to the Company with such written opinion of counsel for the
Company, the foregoing limitation on registration rights shall be of no force or
effect.
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Section 8. Registration Expenses. All expenses incident to the
Company's performance of or compliance with this Agreement, including without
limitation all registration and filing fees, listing fees, fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel in connection with blue sky qualifications or
registrations (or the obtaining of exemptions therefrom) of the Registrable
Securities), fees of the National Association of Securities Dealers, transfer
and registration fees of transfer agents and registrars, printing expenses
(including expenses of printing Prospectuses), messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), fees and
disbursements of its counsel and its independent certified public accountants
(including expenses of any special audit or accounting review), securities acts
liability insurance (if the Company elects to obtain such insurance), fees and
expenses of any special experts retained by the Company in connection with any
registration, hereunder reasonable fees and expenses, not to exceed $30,000, of
one counsel for the Holders (and any appropriate local counsel) and fees and
expenses of other Persons retained by the Company (all such expenses being
referred to as "Registration Expenses"), shall be borne by the Company;
provided, that Registration Expenses shall not include out-of-pocket expenses
incurred by the Holders and underwriting discounts, commissions or fees
attributable to the sale of the Registrable Securities, which shall be paid by
the Holders pro rata on the basis of the number of shares registered on their
behalf.
Section 9. Indemnification.
(a) Indemnification by the Company. The Company agrees to indemnify
and hold harmless, to the full extent permitted by law, but without duplication,
each Holder of Registrable Securities, its officers, directors, employees,
partners, principals, equity holders, managed or advised accounts, advisors and
agents, and each Person who controls such Holder (within the meaning of the
Securities Act), against all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation and reasonable legal fees and
expenses and including expenses incurred in settlement of any litigation,
commenced or threatened) resulting from any untrue statement (or alleged untrue
statement) of a material fact in, or any omission (or alleged omission) of a
material fact required to be stated in, any Registration Statement or Prospectus
or necessary to make the statements therein (in the case of a Prospectus in
light of the circumstances under which they were made) not misleading or any
violation by the Company of the Securities Act, the Exchange Act, state
securities laws or any rule or regulation promulgated under such laws applicable
to the Company in connection with any such registration, as such expenses are
incurred, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by any Holder or any
underwriters expressly for use therein. The Company will also indemnify
underwriters participating in the distribution, their officers, directors,
employees, partners and agents, and each Person who controls such underwriters
(within the meaning of the Securities Act), to the same extent as provided above
with respect to the indemnification of the Holders of Registrable Securities, if
so requested.
(b) Indemnification by Holders of Registrable Securities. In
connection with any Registration Statement in which a Holder of Registrable
Securities is participating, each such Holder will furnish to the Company in
writing such information and affidavits as the Company reasonably requests for
use in connection with any such Registration Statement or Prospectus and agrees
to indemnify and hold harmless, to the full extent permitted by law, but without
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duplication, the Company, its officers, directors, shareholders, employees,
advisors and agents, and each Person who controls the Company (within the
meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation and reasonable legal
fees and expenses and including expenses incurred in settlement of any
litigation, commenced or threatened) resulting from any untrue statement (or
alleged untrue statement) of material fact in, or any omission (or alleged
omission) of a material fact required to be stated in, the Registration
Statement or Prospectus or necessary to make the statements therein (in the case
of a Prospectus in light of the circumstances under which they were made) not
misleading or any violation by such Holder of the Securities Act, the Exchange
Act, state securities laws or any rule or regulation promulgated under such laws
applicable to such Holder in connection with any such registration, as such
expenses are incurred, to the extent, but only to the extent, that such untrue
statement or omission is contained in any information or affidavit so furnished
in writing by such Holder to the Company specifically for inclusion therein. The
Company and the other persons described above shall be entitled to receive
indemnities from underwriters participating in the distribution, to the same
extent as provided above with respect to information so furnished in writing by
such Persons specifically for inclusion in any Prospectus or Registration
Statement. In no event shall any participating Holder be liable for any amount
in excess of the net proceeds (net of payment of all expenses) received by such
Holder from the Registrable Securities offered and sold by such Holder pursuant
to such Registration Statement.
(c) Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying party to assume the defense of such claim with counsel of such
indemnifying party's choice; provided, however, that any Person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in the defense of such claim, but the fees and expenses of such
counsel shall be at the expense of such indemnified Person unless (A) the
indemnifying party shall have agreed in writing to pay them, (B) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to the indemnified party in a timely
manner or (C) the named parties to an action, claim or proceeding (including any
impleaded parties) include any indemnified party and the indemnifying party or
any of its Affiliates and in the reasonable judgment of any such Person, based
upon advice of its counsel, (1) a conflict of interest may exist between such
person and the indemnifying party with respect to such claims (in which case, if
the Person notifies the indemnifying party in writing that such Person elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such person) or (2) there may be one or more legal defenses
available to it which are different from or in addition to those available to
the indemnifying party; provided, that such counsel only be hired to the extent
necessary for such defense or defenses; and further provided, that the
indemnifying party shall be responsible to pay the fees and expenses of only one
law firm plus one local counsel in each necessary jurisdiction pursuant to these
clauses (A), (B) and (C). The indemnifying party will not be subject to any
liability for any settlement made without its written consent. No indemnified
party will be required to consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation. An indemnifying party who is
not entitled to, or elects not to, assume the defense of
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the claim will not be obligated to pay the fees and expenses of more than one
counsel (plus one local counsel if required in a specific instance) for all
parties indemnified by such indemnifying party with respect to such claim. The
failure by an indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section 9, except
to the extent the failure to give such notice is materially prejudicial to the
indemnifying party's ability to defend such action.
(d) Contribution. If for any reason the indemnification provided for
in Section 9(a) or Section 9(b) is unavailable to an indemnified party or
insufficient to hold it harmless as contemplated by Section 9(a) and Section
9(b), then the indemnifying party shall contribute to the amount paid or payable
by the indemnified party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement or the
omission or alleged omission relates to information supplied by the indemnifying
party or parties on the one hand or the indemnified party on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentations. In no event shall any
participating Holder be required to contribute any amount in excess of the net
proceeds (net of payment of all expenses) received by such Holder from the
Registrable Securities offered and sold by such Holder pursuant to such
Registration Statement. In no event shall any participating Holder be liable for
any amount in excess of the net proceeds (net of payment of all expenses)
received by such Holder from the Registrable Securities offered and sold by such
Holder pursuant to such Registration Statement.
Section 10. Participation in Underwritten Registrations.
No Person may participate in any Underwritten Offering hereunder
unless such Person (i) agrees to sell such Person's Registrable Securities on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.
Nothing in this Section 10 shall be construed to create any additional rights
regarding the registration of Registrable Securities in any Person otherwise
than as set forth herein.
Section 11. Stockholder Rights Plans.
The Company shall not implement any Stockholder Rights Plan within
four years after the Company's initial public offering without the consent of
Holders of a majority of the Registrable Securities that remain Restricted
Securities so long as no less than 50% of the original Registrable Securities
(and securities issues in respect thereof in connection with any stock dividend,
stock split or reverse stock split, combination, recapitalization,
reclassification, merger or consolidation, exchange or distribution) remain
Registrable Securities that are Restricted Securities.
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Section 12. Limitations on Subsequent Registration Rights.
From and after the date of this Agreement, the Company shall not,
without the prior written consent of the Holders of a majority of Registrable
Securities, enter into any agreement with any holder or prospective holder of
any securities of the Company giving such holder or prospective holder any
registration rights (a) any terms of which are inconsistent with the
registration rights granted to the Holders hereunder or (b) pursuant to which
such holder or prospective holder may make a demand for registration until the
earlier of (i) the date on which the Holders have made two demands under Section
3 hereof and (ii) two years following the Company's initial public offering.
Section 13. Rule 144 Reporting.
With a view to making available the benefits of certain rules and
regulations of the Commission that may permit the sale of the restricted
securities to the public without registration, the Company agrees to use its
commercially reasonable efforts to:
(a) make and keep public information regarding the Company available
as those terms and understood and defined in Rule 144 under the Securities Act,
at all times from and after ninety (90) days following the effective date of the
first registration under the Securities Act filed by the Company for an offering
of its securities to the general public;
(b) file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the
Exchange Act at any time it has become subject to such reporting requirements;
and
(c) so long as a Holder owns any Restricted Securities, furnish to
the Holder forthwith upon written request a written statement by the Company as
to its compliance with the reporting requirements of Rule 144 (at any time from
and after ninety (90) days following the effective date of the first
registration statement filed by the Company for an offering of its securities to
the general public), and of the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents so filed as a Holder may reasonably request in availing itself to any
rule or regulation of the Commission allowing a Holder to sell any such
securities without registration.
Section 14. Amendments and Waivers. The provisions of this
Agreement, including the provisions of this Section 14, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given unless (a) with respect to a particular
offering hereunder, the Company has obtained the written consent of Holders of a
majority of the Registrable Securities (on a Common Stock equivalent basis) that
have a right to be included in such offering and are then outstanding as
determined by the Company or of the Holder Representative or (b) in any other
event, the Company has obtained the written consent of Holders of a majority of
the Registrable Securities (on a Common Stock equivalent basis) then outstanding
as determined by the Company and so long as the effect thereof will be that the
consenting Holders will not be treated more favorably than all other Holders.
Whenever the consent or approval of Holders of a specified number of Registrable
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Securities is required hereunder, Registrable Securities held by the Company
shall not be counted in determining whether such consent or approval was given
by the Holders of such required number.
Section 15. Notices. All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telecopier, or air-courier guaranteeing overnight delivery:
(a) If to a Holder of Registrable Securities, initially at the
address set forth below such Holder's signature in the Contribution
Agreement and thereafter at such other address as may be designated from
time to time by notice given in accordance with the provisions of this
Section 15.
(b) If to the Company, initially at 00 Xxxx 00xx Xx., Xxx
Xxxx, Xxx Xxxx 00000, attention: President; telecopier no. (000) 000-0000;
confirm no. (000) 000-0000, with a copy to Kramer, Levin, Naftalis &
Xxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Xxxxxx X.
Xxxxxx, Esq. and thereafter at such other address as may be designated
from time to time by notice given in accordance with the provisions of
this Section 13.
(c) All such notices and other communications shall be deemed
to have been delivered and received (i) in the case of personal delivery,
telecopier or telegram, on the date of such delivery, (ii) in the case of
overnight air courier, on the Business Day after the date when sent and
(iii) in the case of mailing, on the third Business Day following such
mailing.
Section 16. Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, including without limitation and without the need for an express
assignment to subsequent Holders of the Registrable Securities who acquire their
shares in transactions not involving a registration under the Securities Act or
a sale of shares in the public markets; provided, that the transferee or
assignee of such rights assumes in writing the obligations of such transferor
under the Agreement.
Section 17. Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
Section 18. Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
Section 19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).
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Section 20. Jurisdiction; Forum. Each party hereto consents and
submits to the jurisdiction of any state court sitting in the County of New York
or federal court sitting in the Southern District of the State of New York in
connection with any dispute arising out of or relating to this Agreement. Each
party hereto waives any objection to the laying of venue in such courts and any
claim that any such action has been brought in an inconvenient forum. To the
extent permitted by law, any judgment in respect of a dispute arising out of or
relating to this Agreement may be enforced in any other jurisdiction within or
outside the United States by suit on the judgment, a certified copy of such
judgment being conclusive evidence of the fact and amount of such judgment. Each
party hereto agrees that personal service of process may be effected by any of
the means specified in Section 13, addressed to such party. The foregoing shall
not limit the rights of any party to serve process in any other manner permitted
by law.
Section 21. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.
Section 22. Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.
GENERAL MARITIME SHIP HOLDINGS LTD.
By:_________________________________
Name:
Title:
THE SECURITYHOLDERS:
____________________________________
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Schedule 1
Securityholders
- 20 -
Schedule 2
Acquisition Agreements
1. Contribution Agreement dated as of _________, 2001 by and among the
Company, Ajax Limited Partnership, the Limited Partners of Ajax Limited
Partnership, Xxxxx X. Xxxxxxxxxxxxx, [MGP Stockholder], Genmar Ajax
Corporation, and GMC Administration Ltd.
2. Contribution Agreement dated as of _________, 2001 by and among the
Company, Ajax II, L.P., OCM Ajax Investments, Inc., Xxxxx X.
Xxxxxxxxxxxxx, [MGP Stockholder], Genmar Ajax II Corporation, and GMC
Administration Ltd.
3. Contribution Agreement dated as of _________, 2001 by and among the
Company, Boss, L.P., the Limited Partners of Boss, L.P., Xxxxx X.
Xxxxxxxxxxxxx, [MGP Stockholder], Genmar Boss Corporation, and GMC
Administration Ltd.
4. Contribution Agreement dated as of _________, 2001 by and among the
Company, General Maritime I, L.P., the Limited Partners of General
Maritime I, L.P., Xxxxx X. Xxxxxxxxxxxxx, [MGP Stockholder], General
Maritime I Corporation, and GMC Administration Ltd.
5. Contribution Agreement dated as of _________, 2001 by and among the
Company, General Maritime II, L.P., the Limited Partners of General
Maritime II, L.P., Xxxxx X. Xxxxxxxxxxxxx, [MGP Stockholder], General
Maritime II Corporation, and GMC Administration Ltd.
6. Contribution Agreement dated as of _________, 2001 by and among the
Company, Harriet, L.P., the Limited Partners of Harriet, L.P., Xxxxx X.
Xxxxxxxxxxxxx, [MGP Stockholder], General Xxxxxxx Corporation, and GMC
Administration Ltd.
7. Contribution Agreement dated as of _________, 2001 by and among the
Company, Pacific Tankship, L.P., the Limited Partners of Pacific Tankship,
L.P., Xxxxx X. Xxxxxxxxxxxxx, [MGP Stockholder], Genmar Pacific Ltd., and
GMC Administration Ltd.
8. Contribution Agreement dated as of _________, 2001 by and among the
Company, Genmar Alexandra, LLC, Genmar II LLC, Equili Company, L.P.,
Equili Company, LLC, Equili Company II, L.P. and Equili Company II, LLC.
9. Vessel Contribution Agreement dated as of ___________, 2001, by and among
the Company and Bylstad Shipholding Inc., Liberia.
10. Vessel Contribution Agreement dated as of ___________, 2001, by and among
the Company and KS Stavanger Prince.
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