Exhibit 10.28
[GENERAL MARITIME CORPORATION LETTERHEAD]
May __, 2001
OCM Principal Opportunities Fund, L.P.
c/o Oaktree Capital Management, LLC
000 Xxxxx Xxxxx Xxxxxx, 00XX Xxxxx
Xxx Xxxxxxx, XX 00000
Re: MANAGEMENT RIGHTS
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Ladies and Gentlemen:
This letter will confirm the agreement between General Maritime
Corporation, a Xxxxxxxx Islands corporation (the "Company"), and OCM Principal
Opportunities Fund, L.P. ("Oaktree") pursuant to which Oaktree will be entitled
to the following contractual rights in connection with the investment of Oaktree
in certain of the Company's equity securities:
(1) Oaktree shall be permitted to select one (1) representative (the
"Representative") to consult with and advise management of the Company on
significant business issues, including management's proposed annual operating
plans, and management will make itself available to meet with the Representative
regularly during each year at mutually agreeable times for such consultation and
advice and to review progress in achieving said plans. If an individual
affiliated with Oaktree serves on the Board of Directors of the Company, he or
she shall be the Representative.
(2) The Representative shall be entitled to attend meetings of the
Company's Board of Directors and participate in the discussion of issues but
will not, solely by virtue of this letter, be allowed to vote on any matter
submitted to the Company's Board of Directors for vote.
(3) In the event of any material development to or affecting the
Company's business, the Company shall notify the Representative and provide the
Representative with the opportunity, on reasonable prior written notice, to
consult with and advise the Company's management of its views with respect
thereto.
(4) The Representative may examine the books and records of the
Company and visit and inspect its facilities and may reasonably request
information at reasonable times and intervals concerning the general status of
the Company's financial conditions and operations.
(5) On reasonable prior written notice, the Representative may
discuss the business operations, properties and financial and other conditions
of the Company with the Company's officers, employees and directors and with the
Company's independent accountants and investment bankers.
(6) The Representative shall be entitled to request that the Company
provide to the Representative, when available, copies of (i) all financial
statements, forecasts and projections provided to or approved by its Board of
Directors; (ii) all notices, minutes, proxy materials, consents and
correspondence and other material that it provides to its directors and
shareholders; (iii) any letter issued to the Company by its accountants with
respect to the Company's internal controls; (iv) any documents filed by the
Company with the Securities and Exchange Commission; and (v) such other business
and financial data as the Representative reasonably may request in writing from
time to time.
(7) Oaktree agrees that it will not disclose to any third party,
other than (x) Oaktree's general partners, directors, employees, attorneys,
accountants or other representatives who (i) Oaktree or its general partner
reasonably believes have a need to know such information, (ii) are informed by
Oaktree of the confidential nature of such information and (iii) agree to be
bound by the terms of this paragraph 7 as if they were Oaktree (provided that
Oaktree shall remain liable for any breaches of the terms of this paragraph 7 by
such general partners, directors, employees, attorneys, accountants or other
representatives) or (y) any other party which is bound by a similar
confidentiality agreement with or for the benefit of the Company (the terms of
which require such other party to keep such information confidential after
disclosure by Oaktree and not to use it for any other purpose), any information
provided to Oaktree by the Company hereunder, at a time when no person acting on
behalf of Oaktree serves as a member of the Company's Board of Directors, which
information is not generally available to the public ("Confidential
Information"). Oaktree further agrees that it will not use any Confidential
Information except to the extent necessary for the exercise of its rights
hereunder. The confidentiality
provisions of this paragraph 7 shall not apply to
disclosure of information (i) that is independently developed by Oaktree not
from any Confidential Information or becomes available to Oaktree on a
non-confidential basis from a person who, to Oaktree's actual knowledge, is not
bound by a confidentiality agreement with the Company, (ii) that is disclosed
with the prior express written approval of the Company or (iii) that may
otherwise be required by any court or governmental agency or as may be required
by applicable law; provided that if disclosure is required as described in this
clause (iii), Oaktree shall (A) promptly notify the Company of such required
disclosure in order to enable the Company to seek a protective order or take
other action to limit such disclosure, (B) cooperate at the Company's expense
with any of the Company's actions described in the preceding clause (A), and (C)
disclose any Confidential Information only to the extent so required.
The aforementioned rights are intended to satisfy the requirement of
management rights for purposes of qualifying Oaktree's ownership of stock in the
Company as a "venture capital investment" for purposes of the Department of
Labor "plan assets" regulation, 29 C.F.R. ss.2510.3-101. In the event the
aforementioned rights are not satisfactory for such purpose, the Company and
Oaktree shall reasonably cooperate in good faith to agree upon mutually
satisfactory management rights that satisfy such regulations.
The rights described therein shall terminate and be of no further
force or effect the date upon which Oaktree, together with its affiliates, cease
to beneficially hold a number of equity securities issued by the Company equal
to or less than 10% of the equity securities held by Oaktree and its affiliates
upon the closing of the Company's initial public offering (as adjusted for any
stock dividends, stock splits and the like with respect to such securities). The
confidentiality provisions hereof will survive any such termination.
The rights described herein shall not be assignable without the
written consent of the Company; provided, however, that Oaktree may assign its
rights hereunder to any affiliate of Oaktree which assumes the obligations of
Oaktree hereunder.
The rights granted to Oaktree hereunder are not in substitution for,
and shall not be deemed to be in limitation of, any rights otherwise available
to Oaktree as a holder of securities of the Company.
[REMAINDER INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this letter agreement has been duly executed by
the parties set forth below as of the date written above.
GENERAL MARITIME CORPORATION
By:
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Name:
Title:
OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By: Oaktree Capital Management, LLC
General Partner
By:
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Name:
Title:
