exv4w3






Exhibit 4.3




EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT



This REGISTRATION RIGHTS AGREEMENT dated November 12, 2009 (the “Agreement”) is entered into by and
among General Maritime Corporation, a Marshall Islands corporation (the “Company”), the guarantors
listed in Schedule 1 hereto (the “Subsidiary Guarantors”) and J.P. Morgan Securities Inc.
(“JPMorgan”), Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC, DnB NOR Markets, Inc., Jefferies & Company, Inc., RBS Securities Inc. and UBS Securities LLC
(collectively, the “Initial Purchasers”).




     The Company, the Subsidiary Guarantors and the Initial Purchasers are parties to the Purchase
Agreement dated November 6, 2009 (the “Purchase Agreement”), which provides for the sale by the
Company to the Initial Purchasers of $300,000,000 aggregate principal amount of the Company’s 12%
Senior Notes due 2017 (the “Securities”) which will be guaranteed on an unsecured senior basis by
each of the Subsidiary Guarantors. As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Subsidiary Guarantors have agreed to provide to the Initial
Purchasers and their direct and indirect transferees the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the closing under the
Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Additional Subsidiary Guarantor” shall mean any subsidiary of the Company that executes a
Subsidiary Guarantee under the Indenture after the date of this Agreement.



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



 









 





     “Exchange Offer” shall mean the exchange offer by the Company and the Subsidiary Guarantors of
Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.



     “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein or deemed a
part thereof, all exhibits thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean senior notes issued by the Company and guaranteed by the
Subsidiary Guarantors under the Indenture containing terms identical to the Securities (except that
the Exchange Securities will not be subject to restrictions on transfer or to any increase in
annual interest rate for failure to comply with this Agreement) and to be offered to Holders of
Securities in exchange for Securities pursuant to the Exchange Offer.



     “Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the
Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in
connection with the sale of the Securities or the Exchange Securities.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and
5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.



     “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.



     “Indenture” shall mean the Indenture relating to the Securities dated as of November 12, 2009
among the Company, the Subsidiary Guarantors and The Bank of New York Mellon, as trustee, and as
the same may be amended from time to time in accordance with the terms thereof.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Inspector” shall have the meaning set forth in Section 3(a)(xiv) hereof.



     “Issuer Information” shall have the meaning set forth in Section 5(a) hereof.



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     “JPMorgan” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
the outstanding Registrable Securities; provided that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, any Registrable
Securities owned directly or indirectly by the Company or any of its affiliates shall not be
counted in determining whether such consent or approval was given by the Holders of such required
percentage or amount; and provided, further, that if the Company shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the
effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable
Securities to which this Agreement relates shall be treated together as one class for purposes of
determining whether the consent or approval of Holders of a specified percentage of Registrable
Securities has been obtained.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



     “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



     “Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations
of the Securities Act, deemed a part of, a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any prospectus supplement,
including a prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and
supplements to such prospectus, and in each case including any document incorporated by reference
therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registrable Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities on the earliest of (i) when a Registration Statement with respect to
such Securities has become effective under the Securities Act and such Securities have been
exchanged or disposed of pursuant to such Registration Statement, (ii) the date when such
Securities cease to be outstanding, or (iii) on November 15, 2011, as such date may be extended
pursuant to Section 3(d) hereof.



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Subsidiary Guarantors with this Agreement, including without
limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority registration and
filing fees, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or
Registrable Securities), (iii) all expenses of



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any Persons in preparing or assisting in preparing, word processing, printing and distributing
any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of
the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the
Subsidiary Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers), and (viii) the fees and
disbursements of the independent public accountants of the Company and the Subsidiary Guarantors,
including the expenses of any special audits or “comfort” letters required by or incident to the
performance of and compliance with this Agreement, but excluding fees and expenses of counsel to
the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating
to the sale or disposition of Registrable Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Company and the
Subsidiary Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant
to the provisions of this Agreement and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference
therein.



     “SEC” shall mean the United States Securities and Exchange Commission.



     “Securities” shall have the meaning set forth in the preamble.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



     “Shelf Additional Interest Date” shall have the meaning set forth in Section 2(d) hereof.



     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and
the Subsidiary Guarantors that covers all or a portion of the Registrable Securities (but no other
securities unless approved by a majority of the Holders whose Registrable Securities are to be
covered by such Shelf Registration Statement) on an



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appropriate form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration statement, including
post-effective amendments, in each case including the Prospectus contained therein or deemed a part
thereof, all exhibits thereto and any document incorporated by reference therein.



     “Shelf Request” shall have the meaning set forth in Section 2(b) hereof.



     “Subsidiary Guarantees” shall mean the guarantees of the Securities and Exchange Securities by
the Subsidiary Guarantors under the Indenture.



     “Staff” shall mean the staff of the SEC.



     “Subsidiary Guarantors” shall have the meaning set forth in the preamble and shall also
include any Subsidiary Guarantor’s successors and any Additional Subsidiary Guarantors.



     “Target Registration Date” shall have the meaning set forth in Section 2(d) hereof.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3(e) hereof.



     “Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.



     2. Registration Under the Securities Act. (a) To the extent not prohibited by any
applicable law or applicable interpretations of the Staff, the Company and the Subsidiary
Guarantors shall use their reasonable best efforts to (x) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the Registrable Securities
for Exchange Securities and (y) have such Registration Statement remain effective until 180 days
after the last Exchange Date for use by one or more Participating Broker-Dealers. The Company and
the Subsidiary Guarantors shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use their commercially reasonable
efforts to complete the Exchange Offer not later than 60 days after such effective date.



     The Company and the Subsidiary Guarantors shall commence the Exchange Offer by mailing the
related Prospectus, appropriate letters of transmittal and other accompanying documents to each
Holder stating, in addition to such other disclosures as are required by applicable law,
substantially the following:



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	(i)	 	that the Exchange Offer is being made pursuant to this Agreement and that all Registrable
Securities validly tendered and not properly withdrawn will be accepted for exchange;






	(ii)	 	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days
from the date such notice is mailed) (the “Exchange Dates”);






	(iii)	 	that any Registrable Security not tendered will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement, except as otherwise specified
herein;






	(iv)	 	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange
Offer will be required to (A) surrender such Registrable Security, together with the
appropriate letters of transmittal, to the institution and at the address (located in The City
of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise
in compliance with the applicable procedures of the depositary for such Registrable Security,
in each case prior to the close of business on the last Exchange Date; and






	(v)	 	that any Holder will be entitled to withdraw its election, not later than the close of
business on the last Exchange Date, by (A) sending to the institution and at the address
(located in The City of New York) specified in the notice, a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the principal amount of
Registrable Securities delivered for exchange and a statement that such Holder is withdrawing
its election to have such Securities exchanged or (B) effecting such withdrawal in compliance
with the applicable procedures of the depositary for the Registrable Securities.





     As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Subsidiary Guarantors that (i) any Exchange Securities to be received by it
will be acquired in the ordinary course of its business, (ii) at the time of the commencement of
the Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under the Securities Act) of the Company or any Subsidiary Guarantor and (iv) if such Holder is
a broker-dealer that will receive Exchange Securities for its own account in exchange for
Registrable Securities that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a
Prospectus to purchasers) in connection with any resale of such Exchange Securities.



     As soon as practicable after the last Exchange Date, the Company and the Subsidiary Guarantors
shall:




	(i)	 	accept for exchange Registrable Securities or portions thereof validly tendered and not
properly withdrawn pursuant to the Exchange Offer; and




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	(ii)	 	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities
or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee
to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Registrable Securities tendered by such Holder.





     The Company and the Subsidiary Guarantors shall use their commercially reasonable efforts to
complete the Exchange Offer as provided above and shall comply with the applicable requirements of
the Securities Act, the Exchange Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that (i)
the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff,
and (ii) no injunction or similar action shall have been ordered or instituted by any court or
governmental agency prohibiting the consummation of the Exchange Offer.



     (b) In the event that (i) the Company and the Subsidiary Guarantors determine that the
Exchange Offer Registration provided for in Section 2(a) above is not available or may not be
completed as soon as practicable after the last Exchange Date because it would violate any
applicable law or applicable interpretations of the Staff, (ii) the Exchange Offer is not for any
other reason completed by 270 days after the date hereof or (iii) upon receipt, not later than 20
Business Days following the completion of the Exchange Offer, of a written request (a “Shelf
Request”) from any Initial Purchaser representing that it holds Registrable Securities that are or
were ineligible to be exchanged in the Exchange Offer, the Company and the Subsidiary Guarantors
shall use their reasonable best efforts to cause to be filed as soon as practicable after such
determination, date or Shelf Request, as the case may be, a Shelf Registration Statement providing
for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf
Registration Statement become effective.



     In the event that the Company and the Subsidiary Guarantors are required to file a Shelf
Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the
Subsidiary Guarantors shall use their commercially reasonable efforts to file and have become
effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to
all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers and sales of
Registrable Securities held by the Initial Purchasers from which it has received Shelf Requests
after completion of the Exchange Offer.



     The Company and the Subsidiary Guarantors agree to use their commercially reasonable efforts
to keep the Shelf Registration Statement continuously effective until the first anniversary of the
date on which such Shelf Registration Statement first became effective or such shorter period that
will terminate when all the Registrable Securities covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement or otherwise cease to be Registrable
Securities (the “Shelf



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Effectiveness Period”). The Company and the Subsidiary Guarantors further agree to supplement
or amend the Shelf Registration Statement and the related Prospectus and any Free Writing
Prospectus if required by the rules, regulations or instructions applicable to the registration
form used by the Company for such Shelf Registration Statement or by the Securities Act or by any
other applicable rules and regulations thereunder or if reasonably and timely requested by a Holder
of Registrable Securities with respect to information relating to such Holder, and to use their
commercially reasonable efforts to cause any such supplement or amendment to become effective, if
required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case
may be, to become usable as soon as thereafter practicable. The Company and the Subsidiary
Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement
or amendment promptly after its being used or filed with the SEC.



     (c) The Company and the Subsidiary Guarantors shall pay all Registration Expenses in
connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder
shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if
any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the
Shelf Registration Statement.



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be
deemed to have become effective unless it has been declared effective by the SEC. A Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC or is automatically effective upon filing with the
SEC as provided by Rule 462 under the Securities Act.



     In the event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not become effective on
or prior to 270 days after the date hereof (the “Target Registration Date”), the interest rate on
the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period
immediately following the Target Registration Date and (ii) an additional 0.25% per annum with
respect to each subsequent 90-day period up to a maximum increase of 1.00% per annum, in each case
accruing until the Exchange Offer is completed, the Shelf Registration Statement, if required
hereby, becomes effective or all Securities cease to be Registrable Securities; at which time the
interest rate on such Securities shall revert to the original interest rate applicable thereon.



     If the Shelf Registration Statement, if required hereby, has become effective and thereafter
either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and
such failure to remain effective or usable exists for more than 45 days (whether or not
consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be
increased by (i) 0.25% per annum for the first 90-day period immediately following such
45th day and (ii) an additional 0.25% per annum with respect to each subsequent 90-day
period, up to a maximum increase of 1.00% per annum, in each case accruing commencing on the
46th day in such 12-month period and



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ending on such date that the Shelf Registration Statement has again become effective, the
Prospectus again becomes usable or all Securities cease to be Registrable Securities; at which time
the interest rate on such Securities shall revert to the original interest rate applicable thereon.



     (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company and the Subsidiary Guarantors acknowledge that any failure by the Company or the Subsidiary
Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for which there is no
adequate remedy at law, that it will not be possible to measure damages for such injuries precisely
and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s and the Subsidiary Guarantors’
obligations under Section 2(a) and Section 2(b) hereof.



     (f) The Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing
Prospectus.



     (g) Notwithstanding the foregoing, the obligation of the Company and the Subsidiary Guarantors
to effect the Exchange Offer and/or file a Shelf Registration Statement pursuant to Section 2(a)
and 2(b) hereof shall terminate on November 15, 2011, as such date may be extended pursuant to
Section 3(d) hereof.



     3. Registration Procedures. (a) In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Subsidiary Guarantors shall promptly:



     (i) prepare and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by the Company and the Subsidiary Guarantors, (y)
shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities
by the Holders thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements required by the SEC to be
filed therewith; and use their commercially reasonable efforts to cause such Registration Statement
to become effective and remain effective for the applicable period in accordance with Section 2
hereof;



     (ii) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented
by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or
dealers with respect to the Registrable Securities or Exchange Securities;



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     (iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing
Prospectus that is required to be filed by the Company or the Guarantors with the SEC in accordance
with the Securities Act and to retain any Free Writing Prospectus not required to be filed;



     (iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to
counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an
Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus or preliminary prospectus or Free Writing Prospectus, and any amendment or supplement
thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the
sale or other disposition of the Registrable Securities thereunder; and the Company and the
Subsidiary Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free
Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by
each of the Holders of Registrable Securities and any such Underwriters in connection with the
offering and sale of the Registrable Securities covered by and in the manner described in such
Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement
thereto in accordance with applicable law;



     (v) use their commercially reasonable efforts to register or qualify the Registrable
Securities under all applicable state securities or blue sky laws of such jurisdictions as any
Holder of Registrable Securities covered by a Registration Statement shall reasonably request in
writing by the time the applicable Registration Statement becomes effective; cooperate with such
Holders in connection with any filings required to be made with the Financial Industry Regulatory
Authority; and do any and all other acts and things that may be reasonably necessary or advisable
to enable each Holder to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that neither the Company nor any Subsidiary
Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2)
file any general consent to service of process in any such jurisdiction or (3) subject itself to
taxation in any such jurisdiction if it is not so subject;



     (vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Registrable Securities and counsel for such Holders promptly and, if
requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has been filed and
becomes effective and when any Free Writing Prospectus has been filed or any amendment or
supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by
the SEC or any state securities authority for amendments and supplements to a Registration
Statement, Prospectus or any Free Writing Prospectus or for additional information after the
Registration Statement has become effective, (3) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose, including the receipt by the Company of any notice
of objection of the SEC to the use of a Shelf Registration Statement or any post-effective



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amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the
applicable effective date of a Shelf Registration Statement and the closing of any sale of
Registrable Securities covered thereby, the representations and warranties of the Company or any
Subsidiary Guarantor contained in any underwriting agreement, securities sales agreement or other
similar agreement, if any, relating to an offering of such Registrable Securities cease to be true
and correct in all material respects or if the Company or any Subsidiary Guarantor receives any
notification with respect to the suspension of the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening
of any event during the period a Registration Statement is effective that makes any statement made
in such Registration Statement or the related Prospectus or any Free Writing Propectus untrue in
any material respect or that requires the making of any changes in such Registration Statement or
Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading
and (6) of any determination by the Company or any Subsidiary Guarantor that a post-effective
amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free
Writing Prospectus would be appropriate;



     (vii) use their commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration,
the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an
amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment
and provide immediate notice to each Holder of the withdrawal of any such order or such resolution;



     (viii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities,
without charge, at least one conformed copy of each Registration Statement and any post-effective
amendment thereto (without any documents incorporated therein by reference or exhibits thereto,
unless requested); provided, however, that any such document’s availability to the public on the
SEC’s Electronic Data Gathering Analysis and Retrieval System database shall satisfy such
obligation;



     (iv) in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities
to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be sold and not bearing any restrictive legends and enable such Registrable
Securities to be issued in such denominations and registered in such names (consistent with the
provisions of the Indenture) as such Holders may reasonably request at least one Business Day prior
to the closing of any sale of Registrable Securities;



     (x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by
Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to such Shelf Registration Statement or the related
Prospectus or any Free Writing Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered (or, to the extent permitted by law,
made available) to purchasers



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of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be,
will not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading; and the Company and the Subsidiary Guarantors shall notify the Holders of Registrable
Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as
practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of
the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the
Subsidiary Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus,
as the case may be, to correct such misstatement or omission;



     (xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus or a Free Writing Prospectus or of any document that is to be incorporated by reference
into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing of a
Registration Statement, provide copies of such document to the Initial Purchasers and their counsel
(and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and
their counsel) and make such of the representatives of the Company and the Subsidiary Guarantors as
shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a
Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for
discussion of such document at reasonable times and upon reasonable prior notice; and the Company
and the Subsidiary Guarantors shall not, at any time after initial filing of a Registration
Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement
to a Registration Statement or a Prospectus or a Free Writing Prospectus, or any document that is
to be incorporated by reference into a Registration Statement or a Prospectus or a Free Writing
Prospectus of which the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities and their counsel) shall not have
previously been advised and furnished a copy or to which the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their
counsel) shall reasonably object;



     (xii) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case
may be, not later than the initial effective date of a Registration Statement;



     (xiii) cause the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the case may be;
cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and execute, and use their commercially reasonable efforts to cause the Trustee to execute,
all documents as may be required to effect such changes and all other forms and documents required
to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;



12









 





     (xiv) in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Registrable Securities as designated by the Holders of a majority in of the
aggregate principal amount of the Registrable Securities to be included in such Shelf Registration
Statement (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, any attorneys and accountants designated by the Holders of a majority of
the aggregate principal amount of Registrable Securities to be included in such Shelf Registration
and any attorneys and accountants designated by such Underwriter, at reasonable times and in a
reasonable manner, all pertinent financial and other records, documents and properties of the
Company and its subsidiaries, and cause the respective officers, directors and employees of the
Company and the Subsidiary Guarantors to supply all information reasonably requested by any such
Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement,
in each case, as is customary for similar “due diligence” examination in the context of
underwritten offerings; provided that such person shall use reasonable best efforts to keep
confidential any such information that is provided by the Company and identified as being
confidential or proprietary, unless disclosure thereof is made in connection with a court,
administrative or regulatory proceeding or required by law, or such information is or has become
available to the public generally through the Company or through a third party without, to such
person’s knowledge, an accompanying obligation of confidentiality, or the Company consents to the
non-confidential treatment of such information;



     (xv) if reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or post-effective amendment
such information with respect to such Holder as such Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such post-effective
amendment as soon as the Company has received notification of the matters to be so included in such
filing;



     (xvi) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority
in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in
order to expedite or facilitate the disposition of such Registrable Securities including, but not
limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such Registrable Securities
with respect to the business of the Company and its subsidiaries and the Registration Statement,
Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed
incorporated by reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same if and when
reasonably requested, (2) obtain opinions of counsel to the Company and the Subsidiary Guarantors
(which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the
Holders and such Underwriters and their respective counsel) addressed to each selling Holder and
Underwriter of Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified
public accountants of the



13









 







Company and the Subsidiary Guarantors (and, if necessary, any other certified public
accountant of any subsidiary of the Company or any Subsidiary Guarantor, or of any business
acquired by the Company or any Subsidiary Guarantor for which financial statements and financial
data are or are required to be included in the Registration Statement) addressed to each selling
Holder (to the extent permitted by applicable professional standards) and Underwriter of
Registrable Securities, such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with underwritten offerings, including but
not limited to financial information contained in any preliminary prospectus, Prospectus or Free
Writing Prospectus and (4) deliver such documents and certificates as may be reasonably requested
by the Holders of a majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company and the Subsidiary
Guarantors made pursuant to clause (1) above and to evidence compliance with any customary
conditions contained in an underwriting agreement; and



     (xvii) so long as any Registrable Securities remain outstanding, cause each Additional
Subsidiary Guarantor upon the creation or acquisition by the Company of such Additional Subsidiary
Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to
deliver such counterpart, together with an opinion of counsel as to the enforceability thereof
against such entity, to the Initial Purchasers no later than five Business Days following the
execution thereof.



     (b) In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Securities to furnish to the Company in writing such information regarding such Holder
and the proposed disposition by such Holder of such Registrable Securities as the Company and the
Subsidiary Guarantors may from time to time reasonably request in writing. No Holder of
Registrable Securities shall be entitled to include any of its Registrable Securities in any Shelf
Registration Statement pursuant to this Agreement unless such Holder furnishes to the Company in
writing, within 20 Business Days after receipt of a written request therefor, such information as
the Company, after conferring with counsel with regard to information relating to Holders that
would be required by the SEC to be included in such Shelf Registration Statement or Prospectus
included therein, may reasonably request for inclusion in such Shelf Registration Statement or
Prospectus.



     (c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities
covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the
Company and the Subsidiary Guarantors of the happening of any event of the kind described in
Section 3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of
the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated
by Section 3(a)(x) hereof and, if so directed by the Company and the Subsidiary Guarantors, such
Holder will deliver to the Company and the Subsidiary Guarantors all copies in its possession,
other than



14









 







permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing
Prospectus covering such Registrable Securities that is current at the time of receipt of such
notice, and the Company may exclude from such registration the Registrable Securities of any Holder
that unreasonably fails to furnish such information within 20 Business Days after receiving such
request, without prejudice to that Holder’s right to request participation in subsequent amendments
to or filings of a Shelf Registration Statement.



     (d) If the Company and the Subsidiary Guarantors shall give any notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the Company and the
Subsidiary Guarantors shall extend the period during which such Registration Statement shall be
maintained effective pursuant to this Agreement by the number of days during the period from and
including the date of the giving of such notice to and including the date when the Holders of such
Registrable Securities shall have received copies of the supplemented or amended Prospectus or any
Free Writing Prospectus necessary to resume such dispositions. The Company and the Subsidiary
Guarantors may give any such notice only three times during any 365-day period and any such
suspensions shall not exceed 45 days for each suspension and there shall not be more than three
suspensions in effect during any 365-day period and all such suspensions shall not exceed 90 days
during any 365-day period.



     (e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment bank or investment banks and manager or managers (each an
“Underwriter”) that will administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such offering, subject to the approval
of the Company, which approval shall not be unreasonably withheld.



     4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of
market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Securities.



     The Company and the Subsidiary Guarantors understand that it is the Staff’s position that if
the Prospectus contained in the Exchange Offer Registration Statement includes a plan of
distribution containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers
or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to
satisfy their prospectus delivery obligation under the Securities Act in connection with resales of
Exchange



15









 







Securities for their own accounts, so long as the Prospectus otherwise meets the requirements
of the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this Agreement, the
Company and the Subsidiary Guarantors agree to use commercially reasonable efforts to amend or
supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up
to 180 days after the last Exchange Date (as such period may be extended pursuant to Section 3(d)
of this Agreement), if requested by the Initial Purchasers or by one or more Participating
Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a)
above. The Company and the Subsidiary Guarantors further agree that Participating Broker-Dealers
shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available)
during such period in connection with the resales contemplated by this Section 4.



     (c) The Initial Purchasers shall have no liability to the Company, any Subsidiary Guarantor or
any Holder with respect to any request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution. (a) The Company and each Subsidiary Guarantor,
jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder,
their respective affiliates, directors and officers and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities
(including, without limitation, reasonable legal fees and other expenses incurred in connection
with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred),
joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement or any omission or alleged
omission to state therein a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer
information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or any omission or alleged omission to state therein a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, in each case except insofar as such losses, claims, damages or liabilities arise
out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to any Initial Purchaser
furnished to the Company in writing through JPMorgan, or information relating to any Holder
furnished to the Company in writing through such Holder, respectively, expressly for use therein.
In connection with any Underwritten Offering permitted by Section 3, the Company and the Subsidiary
Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in the distribution, their
respective affiliates and each Person who controls such Persons



16









 




(within the meaning of the Securities Act and the Exchange Act) to the same extent as provided
above with respect to the indemnification of the Holders, if requested in connection with any
Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.




     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Subsidiary Guarantors, the Initial Purchasers and the other selling Holders, the directors of
the Company and the Subsidiary Guarantors, each officer of the Company and the Subsidiary
Guarantors who signed the Registration Statement and each Person, if any, who controls the Company,
the Subsidiary Guarantors, any Initial Purchaser and any other selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or
liabilities that arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating
to such Holder furnished to the Company in writing by such Holder expressly for use in any
Registration Statement, any Prospectus and any Free Writing Prospectus.



     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b)above, such Person (the “Indemnified Person”)
shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have under this Section 5 except to the extent that it
has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such
failure; and provided, further, that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have to an Indemnified Person otherwise than
under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall
retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying
Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and
shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any
such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there
may be legal defenses available to it that are different from or in addition to those available to
the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. It is understood



17









 







and agreed that the Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such
fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial
Purchaser shall be designated in writing by JPMorgan, (y) for any Holder, its directors and
officers and any control Persons of such Holder shall be designated in writing by the Majority
Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. No Indemnifying Person shall, without the
written consent of the Indemnified Person, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Person is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Person, unless such settlement
(A) includes an unconditional release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are the subject matter
of such proceeding and (B) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person.



     (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an
Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying
such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company and the
Subsidiary Guarantors from the offering of the Securities and the Exchange Securities, on the one
hand, and by the Holders from receiving Securities or Exchange Securities registered under the
Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) but also the relative fault of the Company and the Subsidiary
Guarantors on the one hand and the Holders on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and the Subsidiary Guarantors
on the one hand and the Holders on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company and the
Subsidiary Guarantors or by the Holders and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.



     (e) The Company, the Subsidiary Guarantors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined




18












 




by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d)
above shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which the Securities or
Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this
Section 5 are several and not joint.




     (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any
rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.



     (g) The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the
Subsidiary Guarantors or the officers or directors of or any Person controlling the Company or the
Subsidiary Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of
Registrable Securities pursuant to a Shelf Registration Statement.



     6. General.



     (a) No Inconsistent Agreements. The Company and the Subsidiary Guarantors represent, warrant
and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of any other outstanding securities
issued or guaranteed by the Company or any Subsidiary Guarantor under any other agreement and (ii)
neither the Company nor any Subsidiary Guarantor has entered into, or on or after the date of this
Agreement will enter into, any agreement that is inconsistent with the rights granted to the
Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions
hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the Subsidiary Guarantors have
obtained the written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities



19









 







affected by such amendment, modification, supplement, waiver or consent; provided that
no amendment, modification, supplement, waiver or consent to any departure from the provisions of
Section 5 hereof shall be effective as against any Holder of Registrable Securities unless
consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties
hereto.



     (c) Notices. All notices and other communications provided for or permitted
hereunder shall
be made in writing by hand-delivery, registered first-class mail (return receipt requested), telex,
telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current
address given by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company and the
Subsidiary Guarantors, initially at the Company’s address set forth in the Purchase Agreement and
thereafter at such other address, notice of which is given in accordance with the provisions of
this Section 6(c) and (iii) to such other persons at their respective addresses as provided in the
Purchase Agreement and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c). All such notices and communications shall be deemed to
have been duly given: at the time delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air
courier guaranteeing overnight delivery. Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to the Trustee, at the
address specified in the Indenture.



     (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors, assigns and transferees of each of the parties, including, without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or
otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of this Agreement and
such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to the Company or the
Subsidiary Guarantors with respect to any failure by a Holder to comply with, or any breach by any
Holder of, any of the obligations of such Holder under this Agreement.



     (e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company and the Subsidiary Guarantors, on the one hand, and
the Initial Purchasers, on the other hand, and shall have the right to



20









 







enforce such agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of other Holders hereunder.



     (f) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (g) Headings. The headings in this Agreement are for convenience of reference only, are not a
part of this Agreement and shall not limit or otherwise affect the meaning hereof.



     (h) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     (i) Submission of Jurisdiction. Each of the Company and the Subsidiary Guarantors hereby
submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough of
Manhattan in New York City in any suit or proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby. The Company and the Subsidiary Guarantors irrevocably
waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding
that may be brought in connection with this Agreement in such courts whether on the grounds of
venue, residence or domicile or on the ground that any such suit, action or proceeding has been
brought in an inconvenient forum. Each of the Company and the Subsidiary Guarantors irrevocably
appoints Corporation Service Company, as its authorized agent in the Borough of Manhattan in New
York City upon which process may be served in any such suit, action or proceeding, and agrees that
service of process upon such agent, and written notice of said service to the Company or any of the
Subsidiary Guarantor, as applicable, by the person serving the same to the address provided in
Section 6(c), shall be deemed in every respect effective service of process upon the Company or any
of the Subsidiary Guarantors, as applicable, in any such suit, action or proceeding. Each of the
Company and the Subsidiary Guarantors further agrees to take any and all action as may be necessary
to maintain such designation and appointment of such agent in full force and effect for a period of
nine years from the date of this Agreement. Nothing in this Section 6(i) shall affect the right of
any party to serve legal process in any other manner permitted by law or affect the right of any
party to bring any suit, action or proceeding against any other party or its property in the courts
of other jurisdictions.



     (k) Entire Agreement; Severability. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements and prior writings
with respect thereto. If any term, provision, covenant or restriction contained in this Agreement
is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. The
Company, the Subsidiary Guarantors and the Initial Purchasers shall endeavor in good faith
negotiations



21









 







to replace the invalid, void or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, void or unenforceable
provisions.



22









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL MARITIME

CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ John Georgiopoulos	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:
	 	John Georgiopoulos	 	 
	 

	 	Title:
	 	EVP, Treasurer and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	Subsidiary Guarantors:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL MARITIME SUBSIDIARY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ John Georgiopoulos	 	 
	 

	 	Name:
	 	 

John Georgiopoulos
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL MARITIME MANAGEMENT LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Peter S. Bell	 	 
	 

	 	Name:
	 	 

Peter S. Bell
	 	 
	 

	 	Title:
	 	Manager & Commercial	 	 
	 

	 	 	 	Director	 	 






23









 






	 	 	 	 	 	 	 
	 

	GMR AGAMEMNON LLC	 	 





GMR AJAX LLC

GMR ALEXANDRA LLC

GMR ARGUS LLC

GMR CHARTERING LLC

GMR CONSTANTINE LLC

GMR DAPHNE LLC

GMR DEFIANCE LLC

GMR ELEKTRA LLC

GMR GEORGE T LLC

GMR GULF LLC

GMR HARRIET G. LLC

GMR HOPE LLC

GMR HORN LLC

GMR KARA G LLC

GMR MINOTAUR LLC

GMR ORION LLC

GMR PHOENIX LLC

GMR PRINCESS LLC

GMR PROGRESS LLC

GMR REVENGE LLC

GMR ST. NIKOLAS LLC

GMR SPYRIDON LLC

GMR STRENGTH LLC




	 	 	 	 	 	 	 
	 
	 
	 	By	 	/s/ John Georgiopoulos	 	 
	 

	 	Name:
	 	 

John Georgiopoulos
	 	 
	 

	 	Title:
	 	Manager	 	 





ARLINGTON TANKERS LTD.

VISION LTD.

VICTORY LTD.

COMPANION LTD.

COMPATRIOT LTD.

CONCORD LTD.

CONSUL LTD.

CONCEPT LTD.

CONTEST LTD.




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ John
Georgiopoulos	 	 
	 

	 	Name:
	 	 
 John
Georgiopoulos	 	 
	 

	 	Title:
	 	Director	 	 






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	 	 	GENERAL MARITIME MANAGEMENT (PORTUGAL) LDA.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Rui
Jorge Pais Pereira	 	 
	 

	 	Name:
	 	 
 Rui
Jorge Pais Pereira	 	 
	 

	 	Title:
	 	Manager	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL MARITIME MANAGEMENT (PORTUGAL) LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Rui Jorge Pais Pereira	 	 
	 

	 	Name:
	 	 

Rui Jorge Pais Pereira
	 	 
	 

	 	Title:
	 	Manager	 	 






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	 	 	THE COMMON SEAL of	 	 
	 	 	GENERAL MARITIME CREWING PTE. LTD.	 	 
	 	 	was hereunto affixed by	 	 
	 
	 
	 	/s/ James Edward Paisley	 	 
	 	 	 	 	 
	 	 	James Edward Paisley	 	 
	 

	 	Director	 	 	 	 
	 
	 
	 	/s/ Cher Choon Teck	 	 
	 	 	 	 	 
	 	 	Cher Choon Teck	 	 
	 

	 	Secretary	 	 	 	 






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	 	 	LIMITED “GENERAL
MARITIME 

CREWING” (RUSSIA CORPORATION)	 	 
	 
	 
	 	By	 	/s/ Gennadiy Liventsov	 	 
	 

	 	
Name:
	 	 

Gennadiy Liventsov
	 	 
	 

	 	Title:
	 	Director	 	 






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	 	 	For themselves and on behalf of the
several Initial Purchasers listed
in Schedule 1 of the Purchase Agreement	 	 
	 
	 	 	 	 	 	 
	 

	 	J.P. MORGAN SECURITIES INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Stathis Karanikolaidis	 	 
	 

	 	Name:
	 	 

Stathis Karanikolaidis
	 	 
	 

	 	Title:
	 	Executive Director	 	 






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Schedule 1




Subsidiaries Guarantors




General Maritime Subsidiary Corporation

General Maritime Management LLC

General Maritime Management (Portugal) LDA.

General Maritime Management (Portugal) Limitada

General Maritime Crewing Pte Ltd. (Singapore Corporation)

General Maritime Crewing Ltd. (Russia Corporation)

GMR Agamemnon LLC

GMR Ajax LLC

GMR Alexandra LLC

GMR Argus LLC

GMR Chartering LLC

GMR Constantine LLC

GMR Daphne

GMR Defiance LLC

GMR Electra

GMR George T

GMR Gulf LLC

GMR Harriet G. LLC

GMR Hope LLC

GMR Horn LLC

GMR Kara G LLC

GMR Minotaur LLC

GMR Orion LLC

GMR Phoenix LLC

GMR Princess LLC

GMR Progress LLC

GMR Revenge LLC

GMR St. Nikolas LLC

GMR Spyridon LLC

GMR Strength LLC

Arlington Tankers Ltd.

Vision Ltd.

Victory Ltd.

Companion Ltd.

Compatriot Ltd.

Concord Ltd.

Consul Ltd.

Concept Ltd.

Contest Ltd.




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Annex A




Counterpart to Registration Rights Agreement




     The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Subsidiary
Guarantor (as defined in the Registration Rights Agreement, dated as of November 12, 2009 by and
among the Company, a Marshall Islands corporation, the guarantors party thereto and J.P. Morgan
Securities Inc., on behalf of itself and the other Initial Purchasers) to be bound by the terms and
provisions of such Registration Rights Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                     .



	 	 	 	 	 
	 	[NAME]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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