THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Exhibit 10.1
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of July 12, 2010, by and among GENERAL MARITIME CORPORATION, a Xxxxxxxx Islands corporation (the “Parent”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Xxxxxxxx Islands corporation (the “Borrower”), the Lenders party from time to time to the Credit Agreement referred to below (the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.
W I T N E S S E T H :
WHEREAS, the Parent, the Borrower, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement, dated as of October 20, 2008 and amended on October 27, 2009 and December 18, 2009 (as further amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and
WHEREAS, subject to the terms and conditions of this Third Amendment, the parties hereto wish to amend certain provisions of the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments to Credit Agreement.
1. Section 9.04(a) of the Credit Agreement is hereby amended by deleting the text “or (y)” and inserting the text “, (y) the 2010 Credit Agreement, in an aggregate principal amount not to exceed $372,000,000 at any time outstanding, provided that, at the time of the initial borrowing thereunder, the Borrower shall have projected that it shall be in compliance with requirements set forth in Sections 9.07 through 9.09, inclusive, for the 12-month period following such initial borrowing or (z)”.
2. Section 9.07 of the Credit Agreement is hereby amended by inserting the text “and the 2010 Credit Agreement” immediately following each reference to “the RBS Agreement” appearing in said Section.
3. The definition of “Consolidated EBITDA” appearing in Section 11 of the Credit Agreement is hereby amended and restated in its entirety as follows:
“Consolidated EBITDA” shall mean, for any period, Consolidated EBIT, adjusted by adding thereto the amount of (i) all amortization of intangibles and depreciation, (ii) non-cash management incentive compensation, in each case that were deducted in arriving at Consolidated EBIT for such period and (iii) for the purpose of Section 9.04(a) and 9.08 only, if any 2010 Vessel has been acquired by the Parent or any of its Subsidiaries during any Test Period, the Clarksons’ Historical Average Spot Rate for the vessel class of such 2010 Vessel less an amount equal to the Parent or such Subsidiary’s, as the case may be, good faith estimate of the daily operating expenses relating to the
operation of such 2010 Vessel for each day during the period from the first day of such Test Period to the date of the acquisition of such 2010 Vessel (the “Pre-Acquisition Period”) multiplied by the actual number of days in the relevant Pre-Acquisition Period.
4. Section 11 of the Credit Agreement is hereby further amended by adding the following new definitions in correct alphabetical order:
“2010 Credit Agreement” shall mean the credit facility entered into by a newly-formed direct subsidiary of the Parent, as borrower, the Parent, the lenders from time to time party thereto, the Administrative Agent, as administrative agent, collateral agent and a lead arranger, and DnB NOR BANK ASA, as a lead arranger, to finance the acquisition of the 2010 Vessels (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof).
“2010 Vessels” shall mean the Vessels listed on Annex I to the Third Amendment.
“Clarksons’ Historical Average Spot Rate” shall mean the 10-year monthly average of the daily historical spot rates published by Clarksons PLC.
“Pre-Acquisition Period” shall have the meaning provided in the definition of “Consolidated EBITDA”.
II. Miscellaneous Provisions.
1. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of any executed counterpart of this Third Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.
2. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
3. This Third Amendment shall become effective on the date (the “Third Amendment Effective Date”) when (i) the Parent, the Borrower, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: May Xxx-Xxxxxxx (facsimile number: 000-000-0000 / e-mail address: xxxx@xxxxxxxxx.xxx), (ii) the Borrower shall have paid a non-refundable cash fee in Dollars in an amount equal to 10 basis points (0.10%) on an amount equal to the Commitment of each Lender party hereto as in effect on the Third Amendment Effective Date (immediately prior to the occurrence thereof), which fee shall be earned by each such Lender and made payable to
the Administrative Agent for distribution to such Lenders and (iii) the Borrower shall have paid to the Administrative Agent all outstanding fees and expenses in connection with the Third Amendment (including, without limitation, the fees and expenses of White & Case LLP).
4. From and after the Third Amendment 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 on the Third Amendment Effective Date.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Third Amendment as of the date first above written.
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GENERAL MARITIME CORPORATION |
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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, Treasurere and Secretary |
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GENERAL MARITIME SUBSIDIARY CORPORATION |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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NORDEA BANK FINLAND PLC, NEW YORK BRANCH, |
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Individually and as Administrative Agent and Collateral Agent |
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By: |
/s/ Xxxxxxx Xxxxxx |
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Name: Xxxxxxx Xxxxxx |
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Title: First 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 |
By executing and delivering a copy hereof, each Subsidiary Guarantor hereby acknowledges and agrees that all Guaranteed Obligations of the Subsidiary Guarantors shall be fully guaranteed pursuant to the Subsidiaries Guaranty and shall be fully secured pursuant to the Security Documents, in each case in accordance with the respective terms and provisions thereof. Each of the undersigned, each being a Subsidiary Guarantor under, and as defined in, the Credit Agreement referenced in the foregoing Third Amendment, hereby consents to the entering into of the Third Amendment and agrees to the provisions thereof.
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Acknowledged and Agreed by: |
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GMR XXXXXX LLC |
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GMR AGAMEMNON LLC |
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GMR AJAX LLC |
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GMR ALEXANDRA LLC |
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GMR ARGUS LLC |
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GMR XXXXXXXXXXX LLC |
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GMR DEFIANCE LLC |
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GMR XXXXXX X. LLC |
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GMR GULF LLC |
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GMR XXXXXXX X. LLC |
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GMR HOPE LLC |
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GMR HORN LLC |
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GMR XXXX X. LLC |
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GMR MINOTAUR LLC |
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GMR ORION LLC |
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GMR PHOENIX LLC |
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GMR PRINCESS LLC |
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GMR PROGRESS LLC |
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GMR REVENGE LLC |
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GMR SPYRIDON LLC |
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GMR ST. NIKOLAS LLC |
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GMR STRENGTH LLC |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Manager |
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ARLINGTON TANKERS LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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VISION LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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VICTORY LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: |
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COMPANION LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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COMPATRIOT LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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CONCEPT LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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CONCORD LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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CONSUL LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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CONTEST LTD. |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title:Director |
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THE COMMON SEAL of |
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GENERAL MARITIME CREWING PTE. LTD. |
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was hereunto affixed by |
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By: |
/s/ Xxxxx Xxxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxx Xxxxxxx |
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Title: Director |
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By: |
/s/ Xxxx Xxxxx Xxxx |
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Name: Xxxx Xxxxx Xxxx |
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Title: Secretary |
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GENERAL MARITIME MANAGEMENT (PORTUGAL), LDA. |
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By: |
/s/ Xxx Xxxx Xxxxxxx |
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Name: Rui Xxxxx Xxxx Xxxxxxx |
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Title: Manager |
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LIMITED “GENERAL MARITIME CREWING” |
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By: |
/s/ Xxxxxxxx Liventsov |
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Name: Xxxxxxxx Liventsov |
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Title: Director |
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GMR ADMINISTRATION CORP., |
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as Subsidiary Guarantor |
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By: |
/s/ Xxxx X. Xxxxxxxxxxxxx |
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Name: Xxxx X. Xxxxxxxxxxxxx |
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Title: Director |
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GENERAL MARITIME MANAGEMENT LLC, |
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as Subsidiary Guarantor |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: Xxxxxx X. |
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Title: Manager and Technical Director |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Fortis Capital Corp. as Agent for BNP Paribas |
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By: |
/s/ Xxxxx Xxx |
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Name: Xxxxx Xxx |
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Title: Vice President |
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By: |
/s/ Xxxxx X. Xxxxx |
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Name: Xxxxx X. Xxxxx |
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Title: Director |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Fortis Alliance & Leicester plc |
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By: |
/s/ Xxxx XxXxxxxx |
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Name: Xxxx XxXxxxxx |
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Title: Head of Shipping |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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SUMITOMO MITSUI BAMKING CORPORATION |
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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Name: Xxxxxxx Xxxxxxxxx |
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Title: General Manager |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS 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/ Xxxxxx Xxxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxxx Xxxxxx |
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Title: Head of Transaction & Portfolio Management |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Skandinaviska Enskalda Xxxxxx XX (publ) |
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By: |
/s/ Xxxxxx Xxx |
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Name: Xxxxxx Xxx |
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Title: Head Structured Finance |
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By: |
/s/ Bengal Eliosson |
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Name: Xxxxxx Eliasson |
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Title: |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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NATIXIS |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: Xxxxxx Xxxxxx |
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Title: Middle Officer |
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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Name: Xxxxxxx Deggerman |
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Title: Head of Shipping Finance |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Citibank N.A. |
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By: |
/s/ Xxxxxx Xxxxxxx |
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Name: Xxxxxx Xxxxxxx |
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Title: Director & Vice President |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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DNB NOR BANK ASA |
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By: |
/s/ Xxxxxxx X. Xxxxxxxxx |
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Name: Xxxxxxx X. Xxxxxxxxx |
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Title: Senior Vice President |
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
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Title: Senior Vice President |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Danish Ship Finance A/S (Danmarks Skibskredit A/S) |
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By: |
/s/ Denis 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 THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Credit Industriel Et Commercial, new York Branch |
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By: |
/s/ Xxxxxx XxXxxx |
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Name: Xxxxxx XxXxxx |
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Title: Vice President |
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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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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Commerzbank AG, Filiale Luxemburg |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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HSH Nordbank AG |
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: Xxxxx Xxxxxxxx |
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Title: Senior Vice President |
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By: |
/s/ Carsteu Xxxxxx |
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Name: Carsteu Xxxxxx |
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Title: Assistant Vice President |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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UniCredit AG formerly known as Bayerische Hypo-und Vereinsbank AG |
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By: |
/s/ Xxxxxxx |
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Name: Xxxxxxx |
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Title: Assistant Vice President |
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By: |
/s/ Trennt |
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Name: Trennt |
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Title: Vice President |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Bank of Scotland plc |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Associate Director |
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SIGNATURE PAGE TO THE THIRD AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE FIRST DATE WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT |
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NAME OF INSTITUTION: |
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Lloyds TS Bank plc |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Associate Director |
ANNEX I
2010 Vessels
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# |
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Collateral Vessels |
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Type |
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Size (dwt) |
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Built |
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Delivery Date |
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Initial Vessels |
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1 |
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2002 VLCC |
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VLCC Tanker |
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318,695 |
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2002 |
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2010 |
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2 |
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2003 VLCC |
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VLCC Tanker |
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318,325 |
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2003 |
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2010 |
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3 |
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2007 VLCC |
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VLCC Tanker |
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306,543 |
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2007 |
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2010 |
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4 |
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2007 VLCC |
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VLCC Tanker |
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306,005 |
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2007 |
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2010 |
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Newbuilding Vessels |
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5 |
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2010 VLCC |
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VLCC Tanker |
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305,795 |
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2010 |
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2010 |
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6 |
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2010 Suexmax |
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Suezmax Tanker |
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164,925 |
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2010 |
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2010 |
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7 |
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2011 Suezmacx |
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Suezmax Tanker |
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164,925 |
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2011 |
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2011 |
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