WAIVER AND FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
WAIVER AND FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
WAIVER AND FIRST AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of February 14, 2012 (this “First Amendment”), by and among GENERAL MARITIME CORPORATION, a Xxxxxxxx Islands corporation (the “Parent”), the other Guarantors listed on the signature pages hereto (the “Guarantors”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Xxxxxxxx Islands corporation (“GMSC”), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Xxxxxxxx Islands corporation (together with GMSC, the “Borrowers”), 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 Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of November 17, 2011 (as 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 First Amendment, the parties hereto wish to waive certain provisions of the Credit Agreement as herein provided;
NOW, THEREFORE, it is agreed:
I. Waiver to Credit Agreement.
1. Notwithstanding anything to the contrary contained in the Credit Agreement, the Required Lenders hereby waive the Minimum EBITDA covenant set forth in Section 9.08(b) of the Credit Agreement for (x) the period commencing on November 1, 2011 through and including December 31, 2011 and (y) the period commencing on November 1, 2011 through and including January 31, 2012 and, in each case, any Event of Default under Sections 10.02, 10.03 and/or 10.04 arising therefrom (the “Waiver”).
II. Miscellaneous Provisions.
1. In order to induce the Lenders to enter into this First Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date (as defined below) after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the First Amendment Effective Date both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).
2. This First Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement or the other Credit Documents or any of the other instruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein.
3. This First 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 First Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.
4. THIS FIRST 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.
5. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Parent, each 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).
6. The Parent, each Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any other similar capacity in which the Parent, each Borrower and each Guarantor grants liens or security interests in their respective property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party (after giving effect hereto) and (ii) to the extent the Parent, each Borrower and each Guarantor granted liens on or security interests in any of its property pursuant to any such Credit Document as security for the Parent, each Borrower and each Guarantor’s Obligations under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. The Parent, each Borrower and each Guarantor hereby consents to this First Amendment and acknowledges that each of the Credit Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as otherwise provided herein, the execution of this First Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.
7. From and after the First 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 First Amendment Effective Date.
* * *
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.
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GENERAL MARITIME CORPORATION,
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as Parent
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Title: Executive Vice President and Chief Financial Officer
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Address: 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
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Facsimile: (000) 000-0000
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GENERAL MARITIME SUBSIDIARY II CORPORATION,
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as a Borrower
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Title: President
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Address: 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
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Facsimile: (000) 000-0000
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GENERAL MARITIME SUBSIDIARY CORPORATION,
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By:
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/s/ Xxxxxxx X. Xxxxxx
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Title: President
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Address: 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
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Facsimile: (000) 000-0000
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General Maritime DIP Waiver and First Amendment
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ARLINGTON TANKERS LTD.,
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as a Guarantor
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By:/
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s/ Xxxx X. Xxxxxxxxxxxxx
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Title: President
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Address: 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000
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Telephone: (000) 000-0000
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Facsimile: (000) 000-0000
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VISION LTD.
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VICTORY LTD.
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COMPANION LTD.
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COMPATRIOT LTD.
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CONSUL LTD.,
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each as a Guarantor
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By:
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/s/ Xxxx X. Xxxxxxxxxxxxx
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Name: Xxxx. X. Xxxxxxxxxxxxx
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Title: Director
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General Maritime DIP Waiver and First Amendment
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GMR CHARTERING 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 XXXXXX LLC
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GMR DEFIANCE LLC
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GMR ELEKTRA LLC
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GMR XXXXXX T LLC
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GMR XXXXXXX G LLC
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GMR HOPE LLC
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GMR HORN LLC
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GMR KARA G 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 REVENGE LLC
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GMR ST. NIKOLAS LLC
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GMR SPYRIDON LLC
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GMR STRENGTH LLC
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GMR ATLAS LLC
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GMR HERCULES LLC
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GMR MANIATE LLC
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GMR SPARTIATE LLC
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GMR POSEIDON LLC
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GMR XXXXXXX LLC
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GMR ZEUS LLC,
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each as a Guarantor
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By:
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/s/ Xxxx X. Xxxxxxxxxxxxx
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Name: Xxxx X. Xxxxxxxxxxxxx
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Title: Manager
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General Maritime DIP Waiver and First Amendment
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GENERAL MARITIME MANAGEMENT LLC
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GENERAL MARITIME MANAGEMENT
(PORTUGAL) LLC
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GENERAL MARITIME MANAGEMENT
(PORTUGAL) LDA.,
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each as a Guarantor
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By:
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/s/ Xxxxxx X. Xxxxxxxx, Xx
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Name: Xxxxxx X. Xxxxxxxx, Xx.
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Title: Manager
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General Maritime DIP Waiver and First Amendment
GENERAL MARITIME CREWING PTE. LTD., as Guarantor
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The Common Seal of
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General Maritime Crewing Pte. Ltd.
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was hereunto affixed in accordance with
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its Articles of Association
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)
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/s/ Xxxxx Xxxxxxx
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Name:
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Director:
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/s/ Xxxx Xxxxx Xxxx
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Name:
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Title:
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Signature Page to DIP Waiver and First Amendment
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CONCORD LTD.
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CONTEST LTD.
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CONCEPT LTD.
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GENERAL PRODUCT CARRIERS CORPORATION
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GENERAL MARITIME SUBSIDIARY NSF CORPORATION
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GMR ADMINISTRATION CORP.,
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each as a Guarantor
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By:
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/s/ Xxxx X. Xxxxxxxxxxxxx
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Name: Xxxx. X. Xxxxxxxxxxxxx
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Title: Director
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Signature Page to DIP Waiver and First Amendment
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GENERAL MARITIME INVESTMENTS LLC
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GMR CONCORD LLC
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GMR XXXXXXXXXXX LLC
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GMR CONTEST LLC
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GMR CONCEPT LLC
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GMR GP LLC
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GMR GULF LLC
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GMR LIMITED LLC
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GMR PRINCESS LLC
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GMR PROGRESS LLC
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GMR STAR LLC
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GMR TRADER LLC
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GMR TRUST LLC,
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each as a Guarantor
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By:
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/s/ Xxxx X. Xxxxxxxxxxxxx
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Name: Xxxx. X. Xxxxxxxxxxxxx
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Title: Manager
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Signature Page to DIP Waiver and First Amendment
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GENERAL MARITIME MANAGEMENT (HELLAS) LTD.,
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as Guarantor
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By: /
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s/ Xxxxxx X. Xxxxxxxx, Xx
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Name: Xxxxxx X. Xxxxxxxx, Xx.
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Title: Manager
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Signature Page to DIP Waiver and First Amendment
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GENERAL MARITIME MANAGEMENT (UK) LLC,
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as Guarantor
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By:
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/s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: Manager
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Signature Page to DIP Waiver and First Amendment
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ARLINGTON TANKERS, LLC,
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as Guarantor
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By:
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/s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President and Secretary
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Signature Page to DIP Waiver and First Amendment
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LIMITED “GENERAL MARITIME CREWING”
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as Guarantor
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By:
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/s/ Xxxxxxxx Liventsov
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Name: Xxxxxxxx Liventsov
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Title: Director
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Signature Page to DIP Waiver and First Amendment
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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:
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/s/ Xxxx Xxxx - Xxxxxxxxx
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Name: Xxxx Xxxx-Xxxxxxxxx
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Title: Senior Vice President
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By:
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/s/ Xxxxxxx Xxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxx Xxxxxxxxxxxx
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Title: First Vice President
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Signature Page to DIP Waiver and First Amendment
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SIGNATURE PAGE TO THE WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
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NAME OF INSTITUTION:
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CITIBANK, N.A.
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By:
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/s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
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Title: Managing Director
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Signature Page to DIP Waiver and First Amendment
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SIGNATURE PAGE TO THE WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
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NAME OF INSTITUTION:
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DNB Bank ASA (f/k/a DnB NOR BANK ASA).
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By:
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/s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Senior Vice President
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By:
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/s/ Kjell Xxxx Xxxx
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Name: Kjell Xxxx Xxxx
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Title: Senior Vice President
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Signature Page to DIP Waiver and First Amendment
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SIGNATURE PAGE TO THE WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
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NAME OF INSTITUTION:
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HSH Nordbank AG
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By:
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/s/ X. Xxxx
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Name: X. Xxxx
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Title: Managing Director
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By:
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/s/ M. Ciossoikowski
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Name: M. Ciossoikowski
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Title: Senior Vice President
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Signature Page to DIP Waiver and First Amendment
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SIGNATURE PAGE TO THE WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
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NAME OF INSTITUTION:
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SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL)
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By:
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/s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title:
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By:
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/s/ Xxxxxxx Xxxxxxxxxx
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| Name: Xxxxxxx Xxxxxxxxxx | ||
| Title: Client Associate | ||
Signature Page to DIP Waiver and First Amendment
