Exhibit 10.3


 


FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT


 


FIRST
AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “First Amendment and Waiver”),
dated as of September 29, 2010, by and among GENERAL MARITIME CORPORATION,
a Marshall Islands corporation (the “Parent”), GENERAL MARITIME
SUBSIDIARY II CORPORATION, a Marshall 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 the Credit Agreement, dated as of July 16, 2010 (as amended, modified
and/or supplemented to, but not including, the date hereof, the “Credit
Agreement”); and


 


WHEREAS,
the Borrower has requested, and the Lenders have agreed, subject to the terms
and conditions of this First Amendment and Waiver, to waive the requirements of
Section 5.06 of the Credit Agreement in connection with the delivery of
the collateral vessels, Genmar Maniate and Genmar Spartiate (the “Relevant
Vessels”), pursuant to Section 2.01(a) (the “Equity
Requirements”);


 


NOW,
THEREFORE, it is agreed:


 


I.                                         Waiver to
Credit Agreement.


 


1.                                       Notwithstanding
anything to the contrary contained in the Credit Agreement, the Lenders hereby
waives the Equity Requirements; provided that the failure of the Parent
to receive aggregate net cash proceeds from the issuance of its common stock
after the First Amendment and Waiver Effective Date and prior to September 30,
2011 in an amount equal to at least 40% of the aggregate purchase price of each
Relevant Vessel shall constitute an immediate Event of Default under the Credit
Agreement.


 


II.                                     Amendments to
Credit Agreement.


 


1.                                       The definition
of  “Non-Recourse Subsidiary”
appearing in Section 1.01 of the Credit Agreement is hereby amended by
deleting the text “formed after the Effective Date” appearing therein.


 


2.                                       Schedule VI to
the Credit Agreement is hereby amended by restating the first paragraph of
clause (b) appearing in such Schedule as follows:


 


“(b)                           The marine and
commercial war-risk insurance required in this Schedule IV for each Mortgaged
Vessel shall have deductibles no higher than the following:  (i) Hull and Machinery - U.S. $300,000
for all hull and machinery claims and each accident or occurrence and (ii) Protection
and Indemnity — U.S. $75,000 for collision liabilities, U.S. 


 

















 


$50,000
for cargo claims, U.S. $35,000 for crew claims, U.S. $10,000 passenger claims
and U.S. $15,000 all other claims, in each case each accident or occurrence.”


 


3.                                       Exhibit I
to the Credit Agreement is hereby amended by restating the first paragraph of Section 13(b) appearing
in Article II of such Exhibit as follows:


 


“(b)                           The marine and
commercial war-risk insurance required in this Section 13 shall have
deductibles no higher than the following: 
(i) Hull and Machinery - U.S. $300,000 for all hull and machinery
claims and each accident or occurrence and (ii) Protection and Indemnity —
U.S. $75,000 for collision liabilities, U.S. $50,000 for cargo claims, U.S.
$35,000 for crew claims, U.S. $10,000 passenger claims and U.S. $15,000 all
other claims, in each case each accident or occurrence.”


 


III.                                 Miscellaneous
Provisions.


 


1.                                       In order to
induce the Lenders to enter into this First Amendment and Waiver, the Borrower
hereby represents and warrants that (i) no Default or Event of Default
exists as of the First Amendment and Waiver Effective Date (as defined below)
before (with the exception of any Default or Event of Default resulting from
non-compliance by the Borrower or any of its Subsidiaries with Schedule VI to
the Credit Agreement and the first paragraph of Section 13(b) appearing
in Article II of the Collateral Vessel Mortgages) and after giving effect
to this First Amendment and Waiver 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 and Waiver
Effective Date both before and after giving effect to this First Amendment and
Waiver, with the same effect as though such representations and warranties had
been made on and as of the First Amendment and Waiver 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 and Waiver 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 and Waiver 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 Administrative Agent.


 


4.                                      THIS FIRST AMENDMENT AND WAIVER 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 First
Amendment and Waiver shall become effective on the date (the “First
Amendment and Waiver Effective Date”) when (i) the Borrower, the
Parent and the Required 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 White &
Case LLP, 1155 Avenue of the Americas, New York, NY 10036; Attention: May Yip-Daniels
(facsimile number: 212-354-8113 / email: myip@whitecase.com), (ii) the
Borrower shall have paid a non-refundable cash fee in Dollars in an amount
equal to 7.5 basis points (0.075%) on an amount equal to the Commitment of each
Lender party hereto as in effect on the First Amendment and Waiver 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
First Amendment and Waiver (including, without limitation, the fees and
expenses of White & Case LLP).


 


6.                                       This First
Amendment and Waiver shall constitute a “Credit Document” for purposes of the
Credit Agreement and the other Loan Documents. 
No provision of this First Amendment and Waiver may be amended,
modified, waiver or supplemented, except as provided in Section 12.12 of
the Credit Agreement.


 


7.                                       From and after
the First Amendment and Waiver 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.


 


*        *        *


 

















 


IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this First Amendment and Waiver as of the date first
above written.


 


 


	
   

  	
  GENERAL MARITIME
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jeffrey D. Pribor

  
	
   

  	
   

  	
  Name: Jeffrey D. Pribor

  
	
   

  	
   

  	
  Title: Executive Vice
  President & Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL MARITIME
  SUBSIDIARY II CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Kerr

  
	
   

  	
   

  	
  Name: Brian Berr

  
	
   

  	
   

  	
  Title: Secretary

  



 

















 


	
   

  	
  NORDEA BANK FINLAND PLC,
  NEW YORK BRANCH,

  
	
   

  	
   

  	
  Individually and as
  Administrative Agent and Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Lunder

  
	
   

  	
   

  	
  Name: 

  	
  Martin Lunder

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Colleen Durkin

  
	
   

  	
   

  	
  Name: 

  	
  Colleen Durkin

  
	
   

  	
   

  	
  Title:

  	
  First Vice President

  



 

















 


	
   

  	
  SIGNATURE
  PAGE TO THE FIRST AMENDMENT AND WAIVER, DATED AS OF THE FIRST DATE WRITTEN
  ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II
  CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW
  YORK BRANCH, AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DnB
  NOR Bank ASA, NEW YORK BRANCH, Individually

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Nikolai A. Nachamkin

  
	
   

  	
   

  	
  Name: 

  	
  Nikolai
  A. Nachamkin

  
	
   

  	
   

  	
  Title:
  

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Cathleen Buckley

  
	
   

  	
   

  	
  Name: 

  	
  Cathleen
  Buckley

  
	
   

  	
   

  	
  Title:

  	
  First
  Vice President

  



 

















 


	
   

  	
  SIGNATURE
  PAGE TO THE FIRST AMENDMENT AND WAIVER, DATED AS OF THE FIRST DATE WRITTEN
  ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II
  CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW
  YORK BRANCH, AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  
	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
  SKANDINAVISKA
  ENSKILDA BANKEN AB (PUBL)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Simon Wakefield

  
	
   

  	
   

  	
  Name: 

  	
  Simon Wakefield

  
	
   

  	
   

  	
  Title:

  	
  Global Head of Acquisition and Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Malcolm Stonehouse

  
	
   

  	
   

  	
  Name: 

  	
  Malcolm Stonehouse

  
	
   

  	
   

  	
  Title:

  	
  Account Manager

  



 

















 


	
   

  	
  SIGNATURE
  PAGE TO THE FIRST AMENDMENT AND WAIVER, DATED AS OF THE FIRST DATE WRITTEN
  ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II
  CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW
  YORK BRANCH, AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NIBC
  Bank N.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Jeroen van Hessen

  
	
   

  	
   

  	
  Name: 

  	
  Jeroen
  van Hessen

  
	
   

  	
   

  	
  Title:
  

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Maurice Wijmans

  
	
   

  	
   

  	
  Name: 

  	
  Maurice
  Wijmans

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 

















 


	
   

  	
  SIGNATURE
  PAGE TO THE FIRST AMENDMENT AND WAIVER, DATED AS OF THE FIRST DATE WRITTEN
  ABOVE, AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY II
  CORPORATION, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC, NEW
  YORK BRANCH, AS ADMINISTRATIVE AGENT

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  Robert Malleck

  
	
   

  	
   

  	
  Name: 

  	
  Robert
  Malleck

  
	
   

  	
   

  	
  Title:

  	
  Director &
  Vice President