Second Amendment Agreement to Facility Agreement

Exhibit 10.1

EXECUTION VERSION

Second Amendment Agreement to Facility Agreement

SECOND AMENDMENT AGREEMENT TO FACILITY AGREEMENT (this “Second Amendment Agreement”), dated March 24, 2017 by and among GENER8 MARITIME SUBSIDIARY VIII INC., a Xxxxxxxx Islands corporation (the “Borrower”), the Owner Guarantors and Hedge Guarantors hereto, GENER8 MARITIME, INC., a Xxxxxxxx Islands corporation (the “Parent Guarantor”), the Lenders party hereto from time to time, THE EXPORT-IMPORT BANK OF KOREA (the “KEXIM”), CITIBANK, N.A., LONDON BRANCH (the “ECA Agent”) and NORDEA BANK AB (PUBL), NEW YORK BRANCH (“Nordea”), as Facility Agent (in such capacity, the “Facility Agent”) and as Security Agent under the Security Documents (in such capacity, the “Security Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Facility Agreement referred to below.

W I T N E S S E T H

WHEREAS, the Borrower, the Lenders from time to time party thereto, and the Facility Agent are parties to a Facility Agreement, dated as of 31 August 2015 (as amended by an Amendment No. 1 dated 20 October 2016 and as the same may be further amended, restated, modified or otherwise supplemented from time to time, the “Facility Agreement”);

WHEREAS, the Borrower has requested certain amendments to the Facility Agreement;

WHEREAS, subject to the terms and conditions of this Second Amendment Agreement, the parties hereto wish to amend certain provisions of the Facility Agreement as herein provided.

I.           Amendments to Facility Agreement.

1. The definition of “Fiscal Quarter Date” appearing in Clause 1.1 of the Facility Agreement is hereby deleted and replaced with the following and all references to such term in the Facility Agreement shall be accordingly construed:

““Fiscal Quarter Date” means in relation to a Vessel Loan, (i) 31 March, 30 June, 30 September and 31 December of each calendar year commencing from the Utilization Date of such Vessel Loan up to but excluding the Second Amendment Effective Date and (ii) 15 January, 15 April, 15 July and 15 October of each calendar year commencing from (and including) the Second Amendment Effective Date.”

0. Xx consideration of the Lenders agreeing to the amendments set out in this Second Amendment Agreement, the Borrower and the other Obligors each hereby agrees to indemnify the Lenders of all Break Costs and other break-funding costs associated or in connection with such amendment of the Fiscal Quarter Date.

II.          Miscellaneous Provisions.

1.           In order to induce the Lenders to enter into this Second Amendment Agreement, the Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined herein) after giving effect to this Second Amendment Agreement and (ii) all of the representations and warranties contained in the Facility Agreement and the other Finance Documents are true and correct in all material respects on the Second Amendment Effective Date after giving effect to this Second Amendment Agreement, with the same effect as though such representation and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty that by its terms is made as of a specific date shall be true and correct in all material respects as of such specific date).

2.           This Second Amendment Agreement 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 Facility Agreement and the other Finance Documents or any of the other instruments or agreements referred to therein except as set forth herein or (ii) prejudice any right or rights which any of the Lenders or the Facility Agent now have or may have in the future under or in connection with the Facility Agreement, as amended hereby, the other Finance Documents or any of the other instruments or agreements referred to therein. The Facility Agent, the Security Agent and the Lenders expressly reserve all their rights and remedies except as expressly set forth in this Second Amendment Agreement.

3.           This Second Amendment Agreement 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. A complete set of counterparts shall be lodged with the Borrower and the Facility Agent.

4.           THIS SECOND AMENDMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

5.           This Second Amendment Agreement shall become effective as of the date (the “Second Amendment Effective Date”) when:

i.    the Borrower, the other Obligors and all Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to Xxxxxx Xxxxxx & Xxxxxxxx, Units 1703-07, One Xxxxxxx Xxxxx, 00 Xxxxxxxxx, Xxxx Xxxx; Attention: Xxxxxxxx Xxxxx / Xxxxxxx Xxx (facsimile number: x000 0000 0000 / e-mail xxxxxx@xxx.xxx and xxxx@xxx.xxx); and

ii.   the Borrower shall have paid to the Facility Agent all reasonable out-of-pocket costs and expenses incurred in connection with this Second Amendment Agreement and the other Finance Documents (including, without limitation, the reasonable fees and expenses of Xxxxxx Xxxxxx & Xxxxxxxx).

6.           From and after the Second Amendment Effective Date, all references in the Facility Agreement and each of the other Finance Documents to the Facility Agreement shall be deemed to be references to the Facility Agreement, as modified hereby. From and after the Second Amendment Effective Date, this Second Amendment Agreement shall for all purposes constitute a Finance Document.

7.           By executing this Second Amendment Agreement, the Obligors hereby confirm their agreement to the change to the Facility Agreement set out herein and affirm all its obligations and liabilities contained in the Finance Documents to which each is a party and confirm that all such Finance Documents continue in full force and effect notwithstanding the amendments set out in this Second Amendment Agreement. 

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Execution Pages

GENER8 MARITIME SUBSIDIARY VIII INC.,  as Borrower

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Vice President and Secretary

GENER8 MARITIME, INC., as Parent Guarantor

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Vice President

GENER8 MARITIME SUBSIDIARY V INC., as Shareholder

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Secretary

GENER8 NAUTILUS LLC

GENER8 MACEDON LLC

GENER8 NOBLE LLC

GENER8 ETHOS LLC

GENER8 PERSEUS LLC

GENER8 THESEUS LLC

GENER8 XXXXXX LLC

GENER8 XXXXXX LLC

GENER8 NEPTUNE LLC

GENER8 ATHENA LLC

GENER8 APOLLO LLC

GENER8 ARES LLC

GENER8 HERA LLC

GENER8 XXXXXXXXXXX LLC

GENER8 OCEANUS LLC,

as Owner Guarantors and Hedge Guarantors

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Manager

CITIBANK, N.A., LONDON BRANCH, as Commercial Lender

/s/ Xxxxxxxx Xxxxx

Name: Xxxxxxxx Xxxxx

Title: Vice President

NORDEA BANK AB (PUBL), NEW YORK BRANCH, as Commercial Lender

/s/ Xxxxxx Xxxxxx		/s/ Xxxx Xxxxx
Name: Xxxxxx Xxxxxx		Name: Xxxx Xxxxx
Title: Senior Vice President		Title: First Vice President

ABN AMRO CAPITAL USA LLC, as Commercial Lender

/s/ Xxxxxx Xxxxxx		/s/ Urvashi Zutski
Name: Xxxxxx Xxxxxx		Name: Urvashi Zutski
Title: Director		Title: Managing Director

DNB CAPITAL LLC, as Commercial Lender

/s/ Xxxxxxxx Xxxxxxx		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxxx		Name: Xxxxxxx Xxxxxx
Title: Senior Vice President		Title: First Vice President

DVB BANK SE, as Commercial Lender

/s/ Xxxxxx Strullato		/s/ Xxxxxxx Xxxxxx
Name: Xxxxxx Strullato		Name: Xxxxxxx Xxxxxx
Title: Senior Vice President		Title: Senior Vice President

SKANDINAVISKA ENSKILDA XXXXXX XX, as Commercial Lender

/s/ Marten Sennerup		/s/ Xxxxxx Xxxxxxxx
Name: Marten Sennerup		Name: Xxxxxx Xxxxxxxx
Title:		Title:

CITIBANK, N.A., LONDON BRANCH, as KEXIM Guaranteed Lender

/s/ Xxxxxxxx Xxxxx

Name: Xxxxxxxx Xxxxx

Title: Vice President

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., SEOUL BRANCH, as KEXIM Guaranteed Lender

/s/ Xxxxx Xx		/s/ Xxxxxx Xxx
Name: Xxxxx Xx		Name: Xxxxxx Xxx
Title: Managing Director		Title: Vice President

INDUSTRIAL AND COMMERCIAL BANK OF CHINA, BUSAN BRANCH, as KEXIM Guaranteed Lender

/s/ Wang Bez

Name: Wang Bez

Title: General Manager

KOMMUNAL LANDSPENSJONSKASSE GJENSIDIG FORSIKRINGSSELSKAP, as KEXIM Guaranteed Lender

/s/ Xxxxxx Xxxx-Xxxxx

Name: Xxxxxx Xxxx-Xxxxx

Title: Senior Vice President

MITSUBISHI UFJ TRUST AND BANKING CORPORATION, as KEXIM Guaranteed Lender

/s/ Xxxxx Xxxxxxxx

Name: Xxxxx Xxxxxxxx

Title: General Manager, Structured Finance Division II

NONGHYUP BANK, as KEXIM Guaranteed Lender

/s/ Arn Xxx Xxx

Name: Arn Xxx Xxx

Title: General Manager, Investment Banking Dept.

SAMBA FINANCIAL GROUP, LONDON BRANCH, as KEXIM Guaranteed Lender

/s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: General Manager

CITIBANK, N.A., LONDON BRANCH, as K-Sure Lender

/s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Vice President

ABN AMRO CAPITAL USA LLC, as K-Sure Lender

/s/ Xxxxxx Xxxxxx		/s/ Urvashi Zutski
Name: Rajair Xxxxxx		Name: Urvashi Zutski
Title: Director		Title: Managing Director

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., SEOUL BRANCH, as K-Sure Lender

/s/ Xxxxx Xx		/s/ Xxxxxx Xxx
Name: Xxxxx Xx		Name: Xxxxxx Xxx
Title: Managing Director		Title: Vice President

CAIXABANK, S.A., as K-Sure Lender

/s/ Xxxxxx Xxxxxxxx		/s/ _Isaba Xxxxxxx
Name: Xxxxxx Xxxxxxxx		Name: Isaba Xxxxxxx
Title: Director		Title: Assistant Director

LANDESBANK HESSEN-THUERINGEN GIROZENTRALE, as K-Sure Lender

/s/ Xxxxxx Xxxxxx		/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxxx		Name: Xxxxxx Xxxxx
Title: Vice President

MITSUBISHI UFJ TRUST AND BANKING CORPORATION, as K-Sure Lender

/s/ Xxxxx Xxxxxxxx

Name: Xxxxx Xxxxxxxx

Title: General Manager, Structured Finance Division II

THE EXPORT-IMPORT BANK OF KOREA, as KEXIM

/s/ Xxxx Xxxx Joon

Name: Xxxx Xxxx Joon

Title: Director

CITIBANK, N.A., LONDON BRANCH, as ECA Agent

/s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Vice President

NORDEA BANK AB (PUBL), NEW YORK BRANCH, as Facility Agent

/s/ Xxxxxx Xxxxxx		/s/ Xxxx Xxxxx
Name: Xxxxxx Xxxxxx		Name: Xxxx Xxxxx
Title: Senior Vice President		Title: First Vice President

NORDEA BANK AB (PUBL), NEW YORK BRANCH,  as Security Agent

/s/ Xxxxxx Xxxxxx		/s/ Xxxx Xxxxx
Name: Xxxxxx Xxxxxx		Name: Xxxx Xxxxx
Title: Senior Vice President		Title: First Vice President