gnrt_Ex10_1


		
			Exhibit 10.1
		

		
			 
		

		
			Execution Version
		

		
			 
		

		
			 
		

		
			Dated 20 OCT 2015
		

		
			 
		

		
			 
		

		
			GENER8 MARITIME SUBSIDIARY VIII INC.
as Borrower
		

		
			 
		

		
			THE COMPANIES listed in Part A of Schedule 1 
		

		
			as joint and several Owner Guarantors and 
joint and several Hedge Guarantors
		

		
			 
		

		
			GENER8 MARITIME, INC.
		

		
			as Parent Guarantor
		

		
			 
		

		
			GENER8 MARITIME SUBSIDIARY V INC.
		

		
			as Shareholder
		

		
			 
		

		
			THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 
		

		
			as Original Lenders
		

		
			 
		

		
			THE EXPORT-IMPORT BANK OF KOREA
as KEXIM
		

		
			 
		

		
			CITIBANK, N.A., LONDON BRANCH
		

		
			as ECA Agent
		

		
			 
		

		
			NORDEA BANK FINLAND PLC, NEW YORK BRANCH
as Facility Agent and Security Agent 
		

		
			 
		

		
			 
		

		
			AMENDMENT NO. 1
		

		
			to the Facility Agreement dated as of 31 August 2015
		

		
			for certain term loan facilities of up to $963,743,455.00 
		

		
			 
		

		
			 
		

		
			


		 


 



		

		
			Index
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Clause

					
					
						 

					
					
						Page

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						1

					
					
						Definitions and Interpretation

					
3 
				
	
					
						2

					
					
						Agreement of the Finance Parties

					
4 
				
	
					
						3

					
					
						Conditions Precedent

					
4 
				
	
					
						4

					
					
						Representations

					
5 
				
	
					
						5

					
					
						Amendments to Facility Agreement and other Finance Documents

					
5 
				
	
					
						6

					
					
						Further Assurance

					
7 
				
	
					
						7

					
					
						Costs and Expenses

					
7 
				
	
					
						8

					
					
						Notices

					
7 
				
	
					
						9

					
					
						Counterparts

					
7 
				
	
					
						10

					
					
						Governing Law

					
7 
				
	
					
						11

					
					
						Enforcement

					
7 
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Schedules

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Schedule 1 The Parties

					
9 
				
	
					
						Part A  The Obligors

					
9 
				
	
					
						Part B  The Original Lenders

					
11 
				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Execution

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Execution Pages

					
20 
				



		
			
		

		
			


		 


		

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			THIS AGREEMENT is made on ___ October 2016 
		

		
			 
		

		
			PARTIES
		

		
			 
		

		
			(1)           GENER8 MARITIME SUBSIDIARY VIII INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as borrower (the “Borrower”); 
		

		
			 
		

		
			(2)           The limited liability companies listed in Part A of Schedule 1 (The Parties) therein as joint and several owner guarantors (the “Owner Guarantors”) and as joint and several hedge guarantors (the “Hedge Guarantors”); 
		

		
			 
		

		
			(3)           GENER8 MARITIME, INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as parent guarantor (the “Parent Guarantor”);
		

		
			 
		

		
			(4)           GENER8 MARITIME SUBSIDIARY V INC., a corporation incorporated and existing under the laws of the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as shareholder (the “Shareholder”); 
		

		
			 
		

		
			(5)           THE EXPORT-IMPORT BANK OF KOREA as KEXIM (“KEXIM”);
		

		
			 
		

		
			(6)           CITIBANK, N.A., LONDON BRANCH as ECA agent (the “ECA Agent”); 
		

		
			 
		

		
			(7)           NORDEA BANK FINLAND PLC, NEW YORK BRANCH as agent of the other Finance Parties (the “Facility Agent”), executing on behalf of itself as Facility Agent and on behalf of the Majority Lenders with the consent of the Majority Lenders; and
		

		
			 
		

		
			(8)           NORDEA BANK FINLAND PLC, NEW YORK BRANCH as security agent for the Secured Parties (the “Security Agent”).
		

		
			 
		

		
			BACKGROUND
		

		
			 
		

		
			(A)           By the Facility Agreement, the K-Sure Lenders, the Commercial Lenders, the KEXIM Guaranteed Lenders and KEXIM (collectively, the “Original Lenders” and each, an “Original Lender”) agreed to make available to the Borrower a facility of up to $963,743,455.00.
		

		
			 
		

		
			(B)           The Obligors have requested certain amendments be made to the Facility Agreement.
		

		
			 
		

		
			(C)           This Agreement sets out the terms and conditions on which the Facility Agent, with the consent of the Majority Lenders, agrees, with effect on and from the Effective Date, at the request of the Obligors, to make certain amendments to the Facility Agreement, including certain consequential amendments, and the other Finance Documents and certain other minor changes.
		

		
			 
		

		
			OPERATIVE PROVISIONS
		

		
			 
		

		
			1            Definitions and Interpretation
		

		
			 
		

		
			1.1        Definitions
		

		
			 
		

		
			In this Agreement:
		

		
			 
		

		
			"Effective Date" means the later of (i) the date of this Agreement and (ii) the date on which the conditions precedent in Clause 3 (Conditions Precedent) are satisfied or waived.
		

		
			 
		

		
			"Facility Agreement" means the facility agreement dated as of 31 August 2015 and made between, amongst others, (i) the Borrower as borrower, (ii) the Owner Guarantors as owner 
		

		
			
		

		
			


		 


		

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			guarantors and as hedge guarantors, (iii) the Parent Guarantor, (iv) the Shareholder, (v) the banks and financial institutions named therein as mandated lead arrangers, (vi) the Original Lenders as original lenders, (vii) the banks and financial institutions named therein as Hedge Counterparties, (viii) the ECA Agent as ECA agent and as ECA co-ordinator, (ix) the Facility Agent as facility agent (the “Facility Agent”) and (x) the Security Agent as security agent.
		

		
			 
		

		
			"Party" means a party to this Agreement.
		

		
			 
		

		
			1.2         Defined expressions
		

		
			 
		

		
			Defined expressions in the Facility Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.
		

		
			 
		

		
			1.3         Application of construction and interpretation provisions of Facility Agreement
		

		
			 
		

		
			Clause 1.2 (Construction) of the Facility Agreement applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.
		

		
			 
		

		
			1.4         Designation as a Finance Document
		

		
			 
		

		
			The Borrower and the Facility Agent designate this Agreement as a Finance Document.
		

		
			 
		

		
			2            Agreement of the Finance Parties
		

		
			 
		

		
			2.1         Agreement of the Facility Agent
		

		
			 
		

		
			The Facility Agent, with the consent of the Majority Lenders, agrees, subject to and upon the terms and conditions of this Agreement, to the amendments to the Finance Agreement set out in Clause 5.1 (Specific amendments to the Facility Agreement).
		

		
			 
		

		
			2.2         Effective Date
		

		
			 
		

		
			The agreement of the Facility Agent, with the consent of the Majority Lenders, contained in Clause 2.1 (Agreement of the Facility Agent) shall have effect on and from the Effective Date.
		

		
			 
		

		
			3            Conditions Precedent
		

		
			 
		

		
			The agreement of the Facility Agent, with the consent of the Majority Lenders, contained in Clause 2.1 (Agreement of the Facility Agent) is subject to:
		

		
			 
		

		
			(a)          no Default or Event of Default having occurred or continuing on the date of this Agreement and on the Effective Date or resulting from entry into this Agreement or the occurrence of the Effective Date;
		

		
			 
		

		
			(b)          the Repeating Representations to be made by each Obligor being true in all material respects (it being understood and agreed that such representations and warranties shall be deemed to have been made on each of the date of this Agreement and the Effective Date with reference to the facts and circumstances existing as at such dates, except to the extent that such representations and warranties specifically refer to an earlier date, in which they shall be true and correct in all material respects as of such earlier date (but further provided that the representation made under clause 18.7 (Financial Statements; Financial Condition; Undisclosed Liabilities) of the Facility Agreement which shall be made with reference to the latest financial statements provided under the Facility Agreement on or prior to the date such representation is made and as at the last day of the financial period in relation to which such financial statements relate);
		

		
			 
		

		
			(c)          no event described in paragraph (a) of clause 7.2 (change of control) of the Facility Agreement having occurred on the date of this Agreement or the Effective Date;
		

		
			
		

		
			


		 


		

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			(d)          no event described in paragraphs (a) to (d) of clause 7.5 (mandatory cancellation or prepayment on default under Shipbuilding Contract) of the Facility Agreement having occurred on the date of this Agreement or the Effective Date; and
		

		
			 
		

		
			(e)          the Facility Agent shall have received this Agreement, duly executed by the Obligors and the Facility Agent with the consent of the Majority Lenders.
		

		
			 
		

		
			4             Representations
		

		
			 
		

		
			4.1         Corporate Power and Authority; Legal Validity and Enforceability
		

		
			 
		

		
			(a)          Each Obligor has the corporate or other applicable power and authority to execute and deliver this Agreement and perform the terms and provisions of this Agreement and of the Facility Agreement, as amended by this Agreement and has taken all necessary corporate or other applicable action to authorize the execution and delivery of this Agreement and performance by it of this Agreement and of the Facility Agreement, as amended by this Agreement.  
		

		
			 
		

		
			(b)          Each Obligor has duly executed and delivered this Agreement, and this Agreement (and the Facility Agreement, as amended by this Agreement) constitutes the legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).  
		

		
			 
		

		
			4.2         No Violation
		

		
			 
		

		
			Neither the execution, delivery or performance by any Obligor of this Agreement, nor compliance by it with the terms and provisions thereof (or of the Facility Agreement, as amended by this Agreement), will:
		

		
			 
		

		
			(a)          contravene any material provision of any applicable law, statute, rule or regulation or any applicable order, judgment, writ, injunction or decree of any court or governmental instrumentality;
		

		
			 
		

		
			(b)          conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Security (except Other Permitted Security) upon any of the material properties or assets of such Obligor pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, to which such Obligor is a party or by which it or any of its material property or assets is bound or to which it may be subject, including the Refinancing Facility and the Sinosure Facility; or
		

		
			 
		

		
			(c)          violate any provision of the Constitutional Documents of such Obligor.
		

		
			 
		

		
			5            Amendments to Facility Agreement and other Finance Documents
		

		
			 
		

		
			5.1         Specific amendments to the Facility Agreement
		

		
			 
		

		
			With effect on and from the Effective Date, the Facility Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:
		

		
			 
		

		
			(a)          clause 1.1 of the Facility Agreement be amended by deleting the definition “Sinosure Facility” and replacing it with:
		

		
			 
		

		
			““Sinosure Facility” means one or more term loan facilities comprising an aggregate of up to a principal amount of $385,227,495 to be provided to certain Subsidiaries of the Parent Guarantor 
		

		
			
		

		
			


		 


		

			5

		





 



		

		
			for the acquisition by such Subsidiaries of six (6) 320,000 dwt very large crude oil carriers with hull numbers H1355, H1384, H1385, H1356, H1357 and H1358.”;
		

		
			 
		

		
			(b)          clause 1.1 of the Facility Agreement be amended by deleting clause (iii) of paragraph (c) of the definition of “Change of Control” and replacing it with: 
		

		
			 
		

		
			“(iii) none of the following shall be a director of the Parent Guarantor: (a) Mr. Peter Georgiopoulos, (b) Mr. Gary Brocklesby or (c) Mr. Nicolas Busch; or”;
		

		
			 
		

		
			(c)          clause 1.4(b) of the Facility Agreement be amended by deleting the reference to “Clause 44.1(a)” and replacing it with “Clause 44.1”;
		

		
			 
		

		
			(d)          clause 8.5(b) of the Facility Agreement be amended by deleting clause (i) and replacing it with:
		

		
			 
		

		
			“(i) be for a term ending on or prior to the relevant Termination Date in respect of each Tranche”; 
		

		
			 
		

		
			(e)          clause 21.25 of the Facility Agreement be amended by deleting clause (b) and replacing it with: 
		

		
			 
		

		
			“(b) Financial Indebtedness of the Obligors incurred pursuant to (i) the Re-financing Facility in an aggregate principal amount not to exceed $581,000,000 at any time outstanding, less any repayments thereof made after the date hereof and (ii) the Sinosure Facility in an aggregate principal amount not to exceed $385,227,495 at any time outstanding, less any repayments thereof made after the date hereof, in each case including, for the avoidance of doubt, any swap or hedge agreement permitted thereunder in accordance with the terms thereof (including, without limitation, any swap or hedge agreement entered into by the relevant Obligor(s) for the purposes of hedging interest rate exposure thereunder);” 
		

		
			 
		

		
			(f)          clause 30.2(e) of the Facility Agreement be amended by deleting “this Clause 30.1(c)” and replacing it with “this Clause 30.2 (Instructions)”;
		

		
			 
		

		
			(g)          all references in Part A of Schedule 1 of the Facility Agreement to the postcode “NY 10017” shall be deleted in its entirety and replaced with “NY 10171-0002”;
		

		
			 
		

		
			(h)          all references of the Facility Agreement to the address “437 Madison Avenue, 21st Floor, New York, NY 10022” shall be deleted in its entirety and replaced with “1211 Avenue of the Americas, 23rd Floor, New York, NY 10036”;
		

		
			 
		

		
			(i)           all references of the Facility Agreement to the address “Middelthunsgate 17, P.O. Box 1166 Sentrum, NO-0107 Oslo, Norway” shall be deleted in its entirety and replaced with “Essendropsgate 7, 0368 Oslo, Norway”;
		

		
			 
		

		
			(j)           the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and supplemented by this Agreement; and 
		

		
			 
		

		
			(k)          by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this Agreement.
		

		
			 
		

		
			5.2         Amendments to Finance Documents
		

		
			 
		

		
			With effect on and from the Effective Date each of the Finance Documents other than the Facility Agreement, shall be, and shall be deemed by this Agreement to have been, amended as follows:
		

		
			 
		

		
			(a)          the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and supplemented by this Agreement; and
		

		
			
		

		
			


		 


		

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			(b)          by construing references throughout each of the Finance Documents to "this Agreement" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.
		

		
			 
		

		
			5.3         Finance Documents to remain in full force and effect
		

		
			 
		

		
			The Finance Documents shall remain in full force and effect as amended and supplemented by:
		

		
			 
		

		
			(a)          the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents); and 
		

		
			 
		

		
			(b)          such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
		

		
			 
		

		
			6             Further Assurance
		

		
			 
		

		
			Clause 21.34 (Further assurance) of the Facility Agreement shall apply, with any necessary adaptations, in relation to this Agreement.
		

		
			 
		

		
			7             Costs and Expenses
		

		
			 
		

		
			Clause 16.2 (amendment costs) of the Facility Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.
		

		
			 
		

		
			8            Notices
		

		
			 
		

		
			Clause 38 (Notices) of the Facility Agreement, as amended and supplemented by this Agreement, applies to this Agreement as if it were expressly incorporated in it with any necessary modifications.
		

		
			 
		

		
			9            Counterparts
		

		
			 
		

		
			This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
		

		
			 
		

		
			10          Governing Law
		

		
			 
		

		
			This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of law principles.
		

		
			 
		

		
			11          Enforcement
		

		
			 
		

		
			11.1       Jurisdiction 
		

		
			 
		

		
			(a)          Each of the Obligors hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State Court or, to the extent permitted by law, in such Federal court. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 
		

		
			 
		

		
			(b)         This Clause 11.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no   Secured Party shall be prevented from taking proceedings relating to any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection 
		

		
			
		

		
			


		 


		

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			with this Agreement) in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.
		

		
			 
		

		
			11.2       Service of process
		

		
			 
		

		
			(a)          Each of the Obligors hereby agrees to appoint the Parent Guarantor, with offices currently located at 299 Park Avenue #2, New York, NY 10171, as its designated agent for service of process for any action or proceeding arising out of or relating to this Agreement. Each of the Obligors also irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to its address specified in clause 38.2 (Addresses) of the Facility Agreement. Each of the Obligors also agrees that service of process may be made on it by any other method of service provided for under the applicable laws in effect in the State of New York.
		

		
			 
		

		
			(b)          If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within five (5) days of such event taking place) appoint another agent on terms acceptable to the Facility Agent.  Failing this, the Facility Agent may appoint another agent for this purpose.
		

		
			 
		

		
			This Agreement has been entered into on the date stated at the beginning of this Agreement.
		

		
			 
		

		
			
		

		
			


		 


		

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			Schedule 1
		

		
			 
		

		
			The Parties
		

		
			 
		

		
			Part A
		

		
			 
		

		
			The Obligors
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name of Borrower

					
					
						Place of Incorporation
or Formation

					
					
						Registration number
(or equivalent, if any)

					
					
						Address for Communication

				
	
					
						    

					
					
						 

					
					
						 

					
					
						 

				
	
					
						GENER8 MARITIME SUBSIDIARY VIII INC.

					
					
						REPUBLIC OF MARSHALL
ISLANDS

					
					
						78647

					
					
						299 PARK AVENUE, 
2nd Floor

					
						NEW YORK, NY 10171-0002

					
						Attn: Chief Financial Officer

					
						Telephone: (212) 763-5600

					
						Facsimile: (212) 763-5608

					
						E-mail: finance@gener8maritime.com

					
						 

					
						With a copy to:

					
						 

					
						Kramer Levin Naftalis & Frankel LLP

					
						1177 Avenue of the Americas

					
						New York, NY 10036

					
						Attention: Kenneth Chin, Esq.

					
						 

					
						Telephone: +1 212 715 9100

					
						Facsimile: +1 212 715 8000

				
	
					
						    

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name of Parent
Guarantor

					
					
						Place of Incorporation
or Formation

					
					
						Registration number
(or equivalent, if any)

					
					
						Address for Communication

				
	
					
						    

					
					
						 

					
					
						 

					
					
						 

				
	
					
						GENER8 MARITIME INC.

					
					
						REPUBLIC OF MARSHALL
ISLANDS

					
					
						31343

					
					
						299 PARK AVENUE, 
2nd Floor

					
						NEW YORK, NY 10171-0002

					
						Attn: Chief Financial Officer

					
						Telephone: (212) 763-5600

					
						Facsimile: (212) 763-5608

					
						E-mail: finance@gener8maritime.com

					
						 

					
						With a copy to:

					
						 

					
						Kramer Levin Naftalis & Frankel LLP

					
						1177 Avenue of the Americas

					
						New York, NY 10036

					
						Attention: Kenneth Chin, Esq.

					
						 

					
						Telephone: +1 212 715 9100

					
						Facsimile: +1 212 715 8000

					
						 

				



		
			
		

		



		 


		

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						Name of Shareholder

					
					
						Place of Incorporation
or Formation

					
					
						Registration number
(or equivalent, if any)

					
					
						Address for Communication

				
	
					
						    

					
					
						 

					
					
						 

					
					
						 

				
	
					
						GENER8 MARITIME SUBSIDIARY V INC.

					
					
						REPUBLIC OF
MARSHALL
ISLANDS

					
					
						67634

					
					
						299 PARK AVENUE, 
2nd Floor

					
						NEW YORK, NY 10171-0002

					
						Attn: Chief Financial Officer

					
						Telephone: (212) 763-5600

					
						Facsimile: (212) 763-5608

					
						E-mail: finance@gener8maritime.com

					
						 

					
						With a copy to:

					
						 

					
						Kramer Levin Naftalis & Frankel LLP

					
						1177 Avenue of the Americas

					
						New York, NY 10036

					
						Attention: Kenneth Chin, Esq.

					
						 

					
						Telephone: +1 212 715 9100

					
						Facsimile: +1 212 715 8000

				



		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

					
						 

				
	
					
						Name of Owner
Guarantor / Hedge
Guarantor

					
					
						Place of Incorporation
or Formation

					
					
						Registration number
(or equivalent, if any)

					
					
						Address for Communication

					
						 

				
	
					
						    

					
					
						 

					
					
						 

					
					
						 

				
	
					
						GENER8 NEPTUNE LLC

					
					
						REPUBLIC OF

					
					
						963422

					
					
						299 PARK AVENUE,

				
	
					
						GENER8 ATHENA LLC

					
					
						MARSHALL

					
					
						963429

					
					
						2nd Floor

				
	
					
						GENER8 APOLLO LLC

					
					
						ISLANDS

					
					
						963436

					
					
						NEW YORK, NY 10171-0002

				
	
					
						GENER8 ARES LLC

					
					
						 

					
					
						963437

					
					
						Attn: Chief Financial Officer

				
	
					
						GENER8 HERA LLC

					
					
						 

					
					
						963441

					
					
						Telephone: (212) 763-5600

				
	
					
						GENER8 CONSTANTINE LLC

					
					
						 

					
					
						963438

					
					
						Facsimile: (212) 763-5608

				
	
					
						GENER8 OCEANUS LLC

					
					
						 

					
					
						963446

					
					
						E-mail:

				
	
					
						GENER8 NAUTILUS LLC

					
					
						 

					
					
						963443

					
					
						finance@gener8maritime.com

				
	
					
						GENER8 MACEDON LLC

					
					
						 

					
					
						963442

					
					
						 

				
	
					
						GENER8 NOBLE LLC

					
					
						 

					
					
						963445

					
					
						With a copy to:

				
	
					
						GENER8 ETHOS LLC

					
					
						 

					
					
						963439

					
					
						 

				
	
					
						GENER8 PERSEUS LLC

					
					
						 

					
					
						963447

					
					
						Kramer Levin Naftalis & Frankel LLP

				
	
					
						GENER8 THESEUS LLC

					
					
						 

					
					
						963448

					
					
						1177 Avenue of the Americas

				
	
					
						GENER8 HECTOR LLC

					
					
						 

					
					
						963440

					
					
						New York, NY 10036

				
	
					
						GENER8 NESTOR LLC

					
					
						 

					
					
						963444

					
					
						Attention: Kenneth Chin, Esq.

					
						 

					
						Telephone: +1 212 715 9100

					
						Facsimile: +1 212 715 8000

				



		
			 
		

		
			
		

		
			


		 


		

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			Part B
		

		
			 
		

		
			The Original Lenders
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name of Commercial Lender

					
					
						    

					
					
						Address for Communication

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ABN AMRO CAPITAL USA LLC

					
					
						 

					
					
						100 Park Avenue,

				
	
					
						 

					
					
						 

					
					
						New York, New York 10017

				
	
					
						 

					
					
						 

					
					
						Attention: Rajbir Talwar,

				
	
					
						 

					
					
						 

					
					
						                    Director of Transportation Clients

				
	
					
						 

					
					
						 

					
					
						Telephone: 917 284 6850

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail: rajbir.talwar@abnamro.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Julie Lee,

				
	
					
						 

					
					
						 

					
					
						                   Vice President

				
	
					
						 

					
					
						 

					
					
						Telephone: 917 284 6968

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail: julie.lee@abnamro.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Lilla Engelsbel-Sporysheva,

				
	
					
						 

					
					
						 

					
					
						                    Director Trade Finance Operations

				
	
					
						 

					
					
						 

					
					
						Telephone: 917 284 6962

				
	
					
						 

					
					
						 

					
					
						Facsimile: 917 284 6697

				
	
					
						 

					
					
						 

					
					
						E-mail: tradefinance@abnamro.com  /

				
	
					
						 

					
					
						 

					
					
						Lilia.Engelsbel-Sporysheva@abnamro.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Maria Pina,

				
	
					
						 

					
					
						 

					
					
						                    Vice President

				
	
					
						 

					
					
						 

					
					
						Telephone: 917 284 6917

				
	
					
						 

					
					
						 

					
					
						Facsimile: 917 284 6683

				
	
					
						 

					
					
						 

					
					
						E-mail: middleoffice@abnamro.com

				



		
			 
		

		
			
		

		
			


		 


		

			11

		





 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						CITIBANK, N.A., LONDON 

					
					
						    

					
					
						Citibank N.A., London Branch,

				
	
					
						BRANCH

					
					
						 

					
					
						Citigroup Centre, Canada Square,

				
	
					
						 

					
					
						 

					
					
						London, E14 5LB

				
	
					
						 

					
					
						 

					
					
						c/o Citibank International Limited,

				
	
					
						 

					
					
						 

					
					
						Poland Branch

				
	
					
						 

					
					
						 

					
					
						7/9 Traugutta str., 1st Floor

				
	
					
						 

					
					
						 

					
					
						00-985 Warsaw, Poland

				
	
					
						 

					
					
						 

					
					
						Attention: Loan Operations Department

				
	
					
						 

					
					
						 

					
					
						(Kara Catt / Romina Coates – EAF Middle Office)

				
	
					
						 

					
					
						 

					
					
						Telephone: +44 207986 4881

				
	
					
						 

					
					
						 

					
					
						Facsimile:  +44 207 655 2380

				
	
					
						 

					
					
						 

					
					
						E-mail: cibuk.loans@citi.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						388 Greenwich Street,

				
	
					
						 

					
					
						 

					
					
						New York, NY, 10013

				
	
					
						 

					
					
						 

					
					
						Attention: Meghan O’Connor

				
	
					
						 

					
					
						 

					
					
						Telephone: +1 212 816 8557

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail:  meghan.oconnor@citi.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						DNB CAPITAL LLC

					
					
						 

					
					
						200 Park Avenue,

				
	
					
						 

					
					
						 

					
					
						31st Floor New York,

				
	
					
						 

					
					
						 

					
					
						NY 10166

				
	
					
						 

					
					
						 

					
					
						Attention: Cathleen Buckley

				
	
					
						 

					
					
						 

					
					
						Telephone: 212 681 3861

				
	
					
						 

					
					
						 

					
					
						Facsimile: 212 681 3900

				
	
					
						 

					
					
						 

					
					
						E-mail: Cathleen.buckley@dnb.no

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Sybille Andaur

				
	
					
						 

					
					
						 

					
					
						Telephone: 212 681 3878

				
	
					
						 

					
					
						 

					
					
						Facsimile: 212 681 3900

				
	
					
						 

					
					
						 

					
					
						E-mail: Sybille.Andaur@dnb.no

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						DVB BANK SE

					
					
						 

					
					
						609 Fifth Avenue; 5th Floor;

				
	
					
						 

					
					
						 

					
					
						New York, NY 10017

				
	
					
						 

					
					
						 

					
					
						Attention: DVB Transport (US) LLC

				
	
					
						 

					
					
						 

					
					
						(Jurek Bochner)

				
	
					
						 

					
					
						 

					
					
						Telephone: +1 212 858 2609

				
	
					
						 

					
					
						 

					
					
						Facsimile: +1 212 858 2673

				
	
					
						 

					
					
						 

					
					
						E-mail: Jurek.Bochner@dvbbank.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Christiane Lombardi

				
	
					
						 

					
					
						 

					
					
						Telephone:+1 212 858 2608

				
	
					
						 

					
					
						 

					
					
						Facsimile: +1 212 858 2693

				
	
					
						 

					
					
						 

					
					
						E-mail: Christiane.Lombardi@dvbbank.com

				



		
			 
		

		
			


		 


		

			12

		





 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						NORDEA BANK FINLAND PLC, NEW YORK BRANCH

					
					
						    

					
					
						1211 Avenue of the Americas,

				
	
					
						 

					
					
						 

					
					
						23rd Floor

				
	
					
						 

					
					
						 

					
					
						New York, NY  10036

				
	
					
						 

					
					
						 

					
					
						Attention: Shipping Offshore and Oil Services

				
	
					
						 

					
					
						 

					
					
						Telephone:  +1 212 318 9636

				
	
					
						 

					
					
						 

					
					
						Facsimile:   +1 212 421 4420

				
	
					
						 

					
					
						 

					
					
						E-mail: dlny-ny-cadloan@nordea.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Essendropsgate 7

				
	
					
						 

					
					
						 

					
					
						0368 Oslo, Norway

				
	
					
						 

					
					
						 

					
					
						Facsimile: +47 22 48 66 78

				
	
					
						 

					
					
						 

					
					
						E-mail: agency.soosid@nordea.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						SKANDINAVISKA ENSKILDA BANKEN AB

					
					
						 

					
					
						SEB Merchant Banking, Shipping Finance KA3,

				
	
					
						 

					
					
						 

					
					
						SE-106 40 Stockholm,  Sweden

				
	
					
						 

					
					
						 

					
					
						Attention: Arne Juell-Skielse

				
	
					
						 

					
					
						 

					
					
						Telephone: +46 8 763 86 38

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail: arne.juell-skielse@seb.se

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Susanna Wilhelmsson

				
	
					
						 

					
					
						 

					
					
						Telephone: +46 8 763 86 80

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail: susanna.wilhelmsson@seb.se

				



		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						Name of KEXIM Guaranteed

					
					
						    

					
					
						Address for Communication

				
	
					
						Lender

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						BANCO BILBAO VIZCAYA

					
					
						 

					
					
						5F Seoul Finance Center,

				
	
					
						ARGENTARIA, S.A.,

					
					
						 

					
					
						Sejong-Daero, 136 Jung-Gu,

				
	
					
						SEOUL BRANCH

					
					
						 

					
					
						Seoul Korea (04520)

				
	
					
						 

					
					
						 

					
					
						Attention: Winnie Chung / Kevin Park / Frances Lee

				
	
					
						 

					
					
						 

					
					
						Telephone: (822) 6905 6023 / (822) 6905 6016 /

				
	
					
						 

					
					
						 

					
					
						(822) 6905 6024

				
	
					
						 

					
					
						 

					
					
						Facsimile: (822) 3789 5537

				
	
					
						 

					
					
						 

					
					
						E-mail: winniec@bbva.co.kr  /

				
	
					
						 

					
					
						 

					
					
						kevin.park@bbva.co.kr / frances.lee@bbva.co.kr

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Level 95, International Commerce Centre,

				
	
					
						 

					
					
						 

					
					
						One Austin Road West,

				
	
					
						 

					
					
						 

					
					
						Kowloon, Hong Kong

				
	
					
						 

					
					
						 

					
					
						Attention: Grace Li / Weilei Song

				
	
					
						 

					
					
						 

					
					
						Telephone: +852 25823278 / +852 2582 3110

				
	
					
						 

					
					
						 

					
					
						Facsimile: +852 2587 9717

				
	
					
						 

					
					
						 

					
					
						E-mail: gracel@bbva.com.hk / weilei.song@bbva.com

				



		
			


		 


		

			13

		





 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						    

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Maggie Siu / Sally Chan

				
	
					
						 

					
					
						 

					
					
						Telephone: +852 2582 3216/ +852 2582 3255

				
	
					
						 

					
					
						 

					
					
						Facsimile: +852 2582 3199

				
	
					
						 

					
					
						 

					
					
						E-mail: maggie.siu@bbva.com.hk  /

				
	
					
						 

					
					
						 

					
					
						sally.chan@bbva.com.hk / 

				
	
					
						 

					
					
						 

					
					
						loansagency@bbva.com.hk

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						CITIBANK, N.A., LONDON

					
					
						 

					
					
						Citibank N.A., London Branch,

				
	
					
						BRANCH

					
					
						 

					
					
						Citigroup Centre, Canada Square,

				
	
					
						 

					
					
						 

					
					
						London, E14 5LB

				
	
					
						 

					
					
						 

					
					
						c/o Citibank International Limited,

				
	
					
						 

					
					
						 

					
					
						Poland Branch

				
	
					
						 

					
					
						 

					
					
						7/9 Traugutta str., 1st Floor

				
	
					
						 

					
					
						 

					
					
						00-985 Warsaw, Poland

				
	
					
						 

					
					
						 

					
					
						Attention: Loan Operations Department

				
	
					
						 

					
					
						 

					
					
						(Kara Catt / Romina Coates – EAF Middle Office)

				
	
					
						 

					
					
						 

					
					
						Telephone: +44 207986 4881

				
	
					
						 

					
					
						 

					
					
						Facsimile:  +44 207 655 2380

				
	
					
						 

					
					
						 

					
					
						E-mail: cibuk.loans@citi.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						388 Greenwich Street,

				
	
					
						 

					
					
						 

					
					
						New York, NY, 10013

				
	
					
						 

					
					
						 

					
					
						Attention: Meghan O’Connor

				
	
					
						 

					
					
						 

					
					
						Telephone: +1 212 816 8557

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail:  meghan.oconnor@citi.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						INDUSTRIAL AND

					
					
						 

					
					
						1205-10, Choryang 1-dong,

				
	
					
						COMMERCIAL BANK OF

					
					
						 

					
					
						Dong-gu, Busan, Korea, 601-839

				
	
					
						CHINA, BUSAN BRANCH

					
					
						 

					
					
						Attention: Byung-joo, Seo

				
	
					
						 

					
					
						 

					
					
						Telephone: 82-51-463-8707

				
	
					
						 

					
					
						 

					
					
						Facsimile: 82-51-463-6880

				
	
					
						 

					
					
						 

					
					
						E-mail:  seobj@kr.icbc.com.cn

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						18th Floor, Taepyeongno Bldg., #73 Sejongdaero,

				
	
					
						 

					
					
						 

					
					
						Jung-gu,

				
	
					
						 

					
					
						 

					
					
						Seoul, Korea 100-767

				
	
					
						 

					
					
						 

					
					
						Attention: Hyun-il, Sohn

				
	
					
						 

					
					
						 

					
					
						Telephone: 82-2-3788-6692

				
	
					
						 

					
					
						 

					
					
						Facsimile: 82-2-3783-6735

				
	
					
						 

					
					
						 

					
					
						E-mail: sohnhi@kr.icbc.com.cn

				



		
			
		

		
			


		 


		

			14

		





 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						KOMMUNAL

					
					
						    

					
					
						Dronning Eufemias gate 10,

				
	
					
						LANDSPENSJONSKASSE 

					
					
						 

					
					
						Pb.400 Sentrum, 0103 OSLO

				
	
					
						GJENSIDIG 

					
					
						 

					
					
						Attention: Anne Kristine Skappel

				
	
					
						FORSIKRINGSSELSKAP

					
					
						 

					
					
						Telephone: +47 900 65 243

				
	
					
						 

					
					
						 

					
					
						Facsimile: +47 22 03 36 00

				
	
					
						 

					
					
						 

					
					
						E-mail: anne.kristine.skappel@klp.no

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Christian Dahl

				
	
					
						 

					
					
						 

					
					
						Telephone:+47 411 022 86

				
	
					
						 

					
					
						 

					
					
						Facsimile:+47 22 03 36 00

				
	
					
						 

					
					
						 

					
					
						E-mail: Christian.dahl@klp.no

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Trondheim

				
	
					
						 

					
					
						 

					
					
						Attention: Linda Bruneel / Birgitte Elvrum

				
	
					
						 

					
					
						 

					
					
						Telephone: +4798623977 / +4790774226

				
	
					
						 

					
					
						 

					
					
						Facsimile: +4773533839

				
	
					
						 

					
					
						 

					
					
						E-mail: okontrd@klp.no

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Trondheim

				
	
					
						 

					
					
						 

					
					
						Attention: Oddvar Engelsastro / Anette Christensen

				
	
					
						 

					
					
						 

					
					
						Telephone: +4748186935

				
	
					
						 

					
					
						 

					
					
						Facsimile: +4773533839

				
	
					
						 

					
					
						 

					
					
						E-mail: Oddvar.Engelsaastro@klp.no /

				
	
					
						 

					
					
						 

					
					
						Anette.Christensen@klp.no

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						MITSUBISHI UFJ TRUST AND

					
					
						 

					
					
						4-5, Marunouchi 1-Chome,

				
	
					
						BANKING CORPORATION

					
					
						 

					
					
						Chiyoda-ku, Tokyo 100-8212, Japan

				
	
					
						 

					
					
						 

					
					
						Attention: Structured Finance Division II

				
	
					
						 

					
					
						 

					
					
						(Toshiya Muramatsu / Kotaro Kobayashi)

				
	
					
						 

					
					
						 

					
					
						Telephone: +81-3-6250-3307

				
	
					
						 

					
					
						 

					
					
						Facsimile: +81-3-6250-3279

				
	
					
						 

					
					
						 

					
					
						E-mail: toshiya_muramatsu@tr.mufg.jp /

				
	
					
						 

					
					
						 

					
					
						kotaro_kobayashi@tr.mufg.jp

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Daisuke Watanabe / Mieko Fujishiro

				
	
					
						 

					
					
						 

					
					
						Telephone: +81-3-6250-3306

				
	
					
						 

					
					
						 

					
					
						Facsimile : +81-3-6250-3279

				
	
					
						 

					
					
						 

					
					
						E-mail: mutbsf2_post@tr.mufg.jp

				



		
			
		

		



		 


		

			15

		





 


	
					
						

					
						NONGHYUP BANK

					
					
						    

					
					
						18F, 120 Tongil-Ro, Jung-Gu,

				
	
					
						 

					
					
						 

					
					
						Seoul, Korea 04517

				
	
					
						 

					
					
						 

					
					
						Attention: Joon Yong Seo

				
	
					
						 

					
					
						 

					
					
						Telephone:  +822 2080-8116

				
	
					
						 

					
					
						 

					
					
						Facsimile: +822 2080-8130

				
	
					
						 

					
					
						 

					
					
						E-mail: seo6505@nonghyup.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Young Ho Jung / Chang Uk Kim

				
	
					
						 

					
					
						 

					
					
						Telephone: +822 2080-8119 / +822 2080-8124

				
	
					
						 

					
					
						 

					
					
						Facsimile: +822 2080-8130

				
	
					
						 

					
					
						 

					
					
						E-mail: sailor05@nonghyup.com / 

				
	
					
						 

					
					
						 

					
					
						changuk@nonghyup.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						SAMBA FINANCIAL GROUP,

					
					
						 

					
					
						Nightingale House, 65 Curzon Street,

				
	
					
						LONDON BRANCH

					
					
						 

					
					
						London, W1 8PF, UK

				
	
					
						 

					
					
						 

					
					
						Attention: Sherif Atef

				
	
					
						 

					
					
						 

					
					
						Telephone:  +44 207 659 8235

				
	
					
						 

					
					
						 

					
					
						Facsimile: +44 207 355 4416

				
	
					
						 

					
					
						 

					
					
						E-mail:  sherif.atef@samba.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Keith Clay

				
	
					
						 

					
					
						 

					
					
						Telephone: +44 207 659 8237

				
	
					
						 

					
					
						 

					
					
						Facsimile: +44 207 355 4416

				
	
					
						 

					
					
						 

					
					
						E-mail: keith.clay@samba.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						Name of K-Sure Lender

					
					
						 

					
					
						Address for Communication

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						ABN AMRO CAPITAL USA LLC

					
					
						 

					
					
						100 Park Avenue,

				
	
					
						 

					
					
						 

					
					
						New York, New York 10017

				
	
					
						 

					
					
						 

					
					
						Attention: Rajbir Talwar,

				
	
					
						 

					
					
						 

					
					
						                    Director of Transportation Clients

				
	
					
						 

					
					
						 

					
					
						Telephone: 917 284 6850

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail: rajbir.talwar@abnamro.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Julie Lee,

				
	
					
						 

					
					
						 

					
					
						                    Vice President

				
	
					
						 

					
					
						 

					
					
						Telephone: 917 284 6968

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail: julie.lee@abnamro.com

				



		
			 
		

		
			
		

		
			


		 


		

			16

		





 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Lilla Engelsbel-Sporysheva,

				
	
					
						 

					
					
						 

					
					
						                    Director Trade Finance Operations

				
	
					
						 

					
					
						 

					
					
						Telephone: 917 284 6962

				
	
					
						 

					
					
						 

					
					
						Facsimile: 917 284 6697

				
	
					
						 

					
					
						 

					
					
						E-mail: tradefinance@abnamro.com  /

				
	
					
						 

					
					
						 

					
					
						Lilia.Engelsbel-Sporysheva@abnamro.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Maria Pina,

				
	
					
						 

					
					
						 

					
					
						                    Vice President

				
	
					
						 

					
					
						 

					
					
						Telephone: 917 284 6917

				
	
					
						 

					
					
						 

					
					
						Facsimile: 917 284 6683

				
	
					
						 

					
					
						 

					
					
						E-mail: middleoffice@abnamro.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						BANCO BILBAO VIZCAYA 

					
					
						 

					
					
						5F Seoul Finance Center,

				
	
					
						ARGENTARIA, S.A., 

					
					
						 

					
					
						Sejong-Daero, 136 Jung-Gu,

				
	
					
						SEOUL BRANCH

					
					
						 

					
					
						Seoul Korea (04520)

				
	
					
						 

					
					
						 

					
					
						Attention: Winnie Chung / Kevin Park / Frances Lee

				
	
					
						 

					
					
						 

					
					
						Telephone: (822) 6905 6023 / (822) 6905 6016 /

				
	
					
						 

					
					
						 

					
					
						(822) 6905 6024

				
	
					
						 

					
					
						 

					
					
						Facsimile: (822) 3789 5537

				
	
					
						 

					
					
						 

					
					
						E-mail: winniec@bbva.co.kr  /

				
	
					
						 

					
					
						 

					
					
						kevin.park@bbva.co.kr / frances.lee@bbva.co.kr

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Level 95, International Commerce Centre,

				
	
					
						 

					
					
						 

					
					
						One Austin Road West,

				
	
					
						 

					
					
						 

					
					
						Kowloon, Hong Kong

				
	
					
						 

					
					
						 

					
					
						Attention: Grace Li / Weilei Song

				
	
					
						 

					
					
						 

					
					
						Telephone: +852 25823278 / +852 2582 3110

				
	
					
						 

					
					
						 

					
					
						Facsimile: +852 2587 9717

				
	
					
						 

					
					
						 

					
					
						E-mail: gracel@bbva.com.hk  /

				
	
					
						 

					
					
						 

					
					
						weilei.song@bbva.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						Attention: Maggie Siu / Sally Chan

				
	
					
						 

					
					
						 

					
					
						Telephone: +852 2582 3216/ +852 2582 3255

				
	
					
						 

					
					
						 

					
					
						Facsimile: +852 2582 3199

				
	
					
						 

					
					
						 

					
					
						E-mail: maggie.siu@bbva.com.hk /

				
	
					
						 

					
					
						 

					
					
						sally.chan@bbva.com.hk /

				
	
					
						 

					
					
						 

					
					
						loansagency@bbva.com.hk

				



		
			 
		

		
			
		

		
			


		 


		

			17

		





 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						CAIXABANK, S.A.

					
					
						 

					
					
						Av. Diagonal 662-664, planta -2, 08034 Barcelona

				
	
					
						 

					
					
						 

					
					
						Attention: Isabel Marquez Buey

				
	
					
						 

					
					
						 

					
					
						Telephone: +34 93 404 46 05

				
	
					
						 

					
					
						 

					
					
						Facsimile: +34 93 404 67 94

				
	
					
						 

					
					
						 

					
					
						E-mail: imarquez@caixabank.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Eduard Sin / Susanna Farnós

				
	
					
						 

					
					
						 

					
					
						Telephone: + 34 93 404 41 39 / +34 93 297 46 63

				
	
					
						 

					
					
						 

					
					
						Facsimile: +34 93 404 64 66

				
	
					
						 

					
					
						 

					
					
						E-mail:  creditos.sindicados@lacaixa.es

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						And to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Maria Carmen Utrilla

				
	
					
						 

					
					
						 

					
					
						Telephone: +34 93 404 44 32

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail: Carmen.utrilla@caixabank.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						CITIBANK, N.A., LONDON

					
					
						 

					
					
						Citibank N.A., London Branch,

				
	
					
						BRANCH

					
					
						 

					
					
						Citigroup Centre, Canada Square,

				
	
					
						 

					
					
						 

					
					
						London, E14 5LB

				
	
					
						 

					
					
						 

					
					
						c/o Citibank International Limited,

				
	
					
						 

					
					
						 

					
					
						Poland Branch

				
	
					
						 

					
					
						 

					
					
						7/9 Traugutta str., 1st Floor

				
	
					
						 

					
					
						 

					
					
						00-985 Warsaw, Poland

				
	
					
						 

					
					
						 

					
					
						Attention: Loan Operations Department

				
	
					
						 

					
					
						 

					
					
						(Kara Catt / Romina Coates – EAF Middle Office)

				
	
					
						 

					
					
						 

					
					
						Telephone: +44 207986 4881

				
	
					
						 

					
					
						 

					
					
						Facsimile:  +44 207 655 2380

				
	
					
						 

					
					
						 

					
					
						E-mail: cibuk.loans@citi.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						388 Greenwich Street,

				
	
					
						 

					
					
						 

					
					
						New York, NY, 10013

				
	
					
						 

					
					
						 

					
					
						Attention: Meghan O’Connor

				
	
					
						 

					
					
						 

					
					
						Telephone: +1 212 816 8557

				
	
					
						 

					
					
						 

					
					
						Facsimile: N/A

				
	
					
						 

					
					
						 

					
					
						E-mail:  meghan.oconnor@citi.com

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						LANDESBANK HESSEN-

					
					
						 

					
					
						Landesbank Hessen-Thueringen Girozentrale,

				
	
					
						THUERINGEN GIROZENTRALE

					
					
						 

					
					
						MT-259300,Neue Mainzer Strasse

				
	
					
						 

					
					
						 

					
					
						52-58, 60311 Frankfurt am Main

				
	
					
						 

					
					
						 

					
					
						Attention: Birgit Albrecht

				
	
					
						 

					
					
						 

					
					
						Telephone: +49 69 9132-4778

				
	
					
						 

					
					
						 

					
					
						Facsimile: +49 69 9132- 3208

				
	
					
						 

					
					
						 

					
					
						E-mail: birgit.albrecht@helaba.de

				



		
			 
		

		
			
		

		
			


		 


		

			18

		





 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Markus Latz

				
	
					
						 

					
					
						 

					
					
						Telephone: +49 69 9132-2285

				
	
					
						 

					
					
						 

					
					
						Facsimile: +49 69 9132-3208

				
	
					
						 

					
					
						 

					
					
						E-mail: markus.latz@helaba.de

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						MITSUBISHI UFJ TRUST AND

					
					
						 

					
					
						4-5, Marunouchi 1-Chome,

				
	
					
						BANKING CORPORATION

					
					
						 

					
					
						Chiyoda-ku, Tokyo 100-8212, Japan

				
	
					
						 

					
					
						 

					
					
						Attention: Structured Finance Division II

				
	
					
						 

					
					
						 

					
					
						(Toshiya Muramatsu / Kotaro Kobayashi)

				
	
					
						 

					
					
						 

					
					
						Telephone: +81-3-6250-3307

				
	
					
						 

					
					
						 

					
					
						Facsimile: +81-3-6250-3279

				
	
					
						 

					
					
						 

					
					
						E-mail: toshiya_muramatsu@tr.mufg.jp  /

				
	
					
						 

					
					
						 

					
					
						kotaro_kobayashi@tr.mufg.jp

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Daisuke Watanabe / Mieko Fujishiro

				
	
					
						 

					
					
						 

					
					
						Telephone: +81-3-6250-3306

				
	
					
						 

					
					
						 

					
					
						Facsimile : +81-3-6250-3279

				
	
					
						 

					
					
						 

					
					
						E-mail: mutbsf2_post@tr.mufg.jp

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						THE EXPORT-IMPORT BANK 

					
					
						 

					
					
						BIFC 20th floor,

				
	
					
						OF KOREA

					
					
						 

					
					
						Munhyeongeumyung-ro 40, Namgu,

				
	
					
						 

					
					
						 

					
					
						Busan 608-828, Korea

				
	
					
						 

					
					
						 

					
					
						Attention: Seo Hye-lim,

				
	
					
						 

					
					
						 

					
					
						                    Senior Loan Officer

				
	
					
						 

					
					
						 

					
					
						Telephone: +82 51 922 8826

				
	
					
						 

					
					
						 

					
					
						Facsimile: +82 51 922 8849

				
	
					
						 

					
					
						 

					
					
						E-mail: hyelim@koreaexim.go.kr

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						With a copy to:

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						Attention: Kim Ji-Eun,

				
	
					
						 

					
					
						 

					
					
						                   Loan Officer

				
	
					
						 

					
					
						 

					
					
						Telephone: +82 51 922 8827

				
	
					
						 

					
					
						 

					
					
						Facsimile: +82 51 922 8849

				
	
					
						 

					
					
						 

					
					
						E-mail: jekim@koreaexim.go.kr

				



		
			 
		

		
			
		

		
			


		 


		

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			Execution Pages
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						GENER8 MARITIME SUBSIDIARY VIII INC., as Borrower

					
					
						    

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ George Fikaris

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: George Fikaris

					
					
						 

					
					
						 

				
	
					
						Title: Vice President and Secretary

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						GENER8 MARITIME, INC., as Parent Guarantor

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ George Fikaris

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: George Fikaris

					
					
						 

					
					
						 

				
	
					
						Title: Vice President

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						GENER8 MARITIME SUBSIDIARY V INC., as Shareholder 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ George Fikaris

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: George Fikaris

					
					
						 

					
					
						 

				
	
					
						Title: Secretary

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						GENER8 NAUTILUS LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 MACEDON LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 NOBLE LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 ETHOS LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 PERSEUS LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 THESEUS LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 HECTOR LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 NESTOR LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 NEPTUNE LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 ATHENA LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 APOLLO LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 ARES LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 HERA LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 CONSTANTINE LLC

					
					
						 

					
					
						 

				
	
					
						GENER8 OCEANUS LLC,

					
					
						 

					
					
						 

				
	
					
						as Owner Guarantors and Hedge Guarantors 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ George Fikaris

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: George Fikaris

					
					
						 

					
					
						 

				
	
					
						Title: Manager

					
					
						 

					
					
						 

				



		
			 
		

		
			
		

		
			


		 


		

			20

		





 



		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						THE EXPORT-IMPORT BANK OF KOREA, as KEXIM

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ Hojun Kim

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: Hojun Kim

					
					
						 

					
					
						 

				
	
					
						Title: Director General 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

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

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ Frithiof A. Wilhelmsen

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: Frithiof A. Wilhelmsen

					
					
						 

					
					
						 

				
	
					
						Title:   Vice President

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Facility Agent

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ Erik Havnvik

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: Erik Havnvik

					
					
						 

					
					
						 

				
	
					
						Title: First Vice President

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ Martin Lunder

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: Martin Lunder

					
					
						 

					
					
						 

				
	
					
						Title: Senior Vice President

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						NORDEA BANK FINLAND PLC, NEW YORK BRANCH,  as Security Agent

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ Erik Havnvik

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: Erik Havnvik

					
					
						 

					
					
						 

				
	
					
						Title: First Vice President

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						/s/ Martin Lunder

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Name: Martin Lunder

					
					
						 

					
					
						 

				
	
					
						Title: Senior Vice President

					
					
						 

					
					
						 

				



		
			 
		


		 


		

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