ex10_1.htm










EXHIBIT 10.1


 


SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT


 


SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of March 29, 2012 (this “Second Amendment”), by and among GENERAL MARITIME CORPORATION, a Marshall Islands corporation (the “Parent”), the other Guarantors listed on the signature pages hereto (the “Guarantors”), GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation (“GMSC”), GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands corporation (together with GMSC, the “Borrowers”), the Lenders party from time to time to the Credit Agreement referred to below (the “Lenders”) and NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent.  Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement are used herein as therein defined.


 


W I T N E S S E T H :


 


WHEREAS, the Parent, the Borrowers, the Guarantors, the Lenders and the Administrative Agent are parties to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of November 17, 2011 and amended as of February 14, 2012 (as further amended, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and


 


WHEREAS, subject to the terms and conditions of this Second Amendment, the parties hereto wish to waive certain provisions of the Credit Agreement as herein provided;


 


NOW, THEREFORE, it is agreed:


 


I.           Amendments to Credit Agreement.


 


1.           Section 9.08(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(b)       The Parent will not permit cumulative Consolidated EBITDA for the period commencing on January 1, 2012 and ending on the last day of a month set forth below to be less than the amount set forth opposite such month below:


 



	
Month

	 	
Minimum EBITDA

	 
	
February 2012

	 	$	4,223,000	 
	
March 2012

	 	$	6,343,000	 
	
April 2012

	 	$	8,570,000	 
	
May 2012

	 	$	11,843,000	 
	
June 2012

	 	$	15,028,000	 
	
July 2012

	 	$	19,185,000	 
	
August 2012

	 	$	23,170,000	 
	
September 2012

	 	$	27,529,000	 
	
October 2012

	 	$	32,762,000”	 





 




  





  











  






 


II.           Miscellaneous Provisions.


 


1.           In order to induce the Lenders to enter into this Second Amendment, each of the Borrowers and the Parent hereby represents and warrants that (i) no Default or Event of Default exists as of the Second Amendment Effective Date (as defined below) before (with the exception of any Default or Event of Default resulting from non-compliance by the Parent with Section 9.08(b) for the period commencing on November 1, 2011 and ending February 29, 2012, which Default(s) or Event of Default(s), if any, are hereby waived by the Required Lenders) and after giving effect to this Second Amendment and (ii) all of the representations and warranties contained in the Credit Agreement or the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).


 


2.           This Second Amendment is limited precisely as written and shall not be deemed to (i) be a waiver of or a consent to the modification of or deviation from any other term or condition of the Credit Agreement or the other Credit Documents or any of the other instruments or agreements referred to therein, or (ii) prejudice any right or rights which any of the Lenders or the Administrative Agent now have or may have in the future under or in connection with the Credit Agreement, the Credit Documents or any of the other instruments or agreements referred to therein.


 


3.           This Second Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of any executed counterpart of this Second Amendment by telecopy or electronic mail by any party hereto shall be effective as such party’s original executed counterpart.


 


4.           THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


5.           This Second Amendment shall become effective on the date (the “Second Amendment Effective Date”) when the Parent, each Borrower, each Guarantor, the Administrative Agent and the Lenders constituting the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of pdf, facsimile or other electronic transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip-Daniels (facsimile number: 212-354-8113 / e-mail address: myip@whitecase.com).


 




  





  











  






 


6.           The Parent, each Borrower and each Guarantor as debtor, grantor, pledgor or assignor, or in any other similar capacity in which the Parent, each Borrower and each Guarantor grants liens or security interests in their respective property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Credit Documents to which it is a party (after giving effect hereto) and (ii) to the extent the Parent, each Borrower and each Guarantor granted liens on or security interests in any of its property pursuant to any such Credit Document as security for the Parent, each Borrower and each Guarantor’s Obligations under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.  The Parent, each Borrower and each Guarantor hereby consents to this Second Amendment and acknowledges that each of the Credit Documents remains in full force and effect and is hereby ratified and reaffirmed.  Except as otherwise provided herein, the execution of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations.


 


7.           From and after the Second Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby on the Second Amendment Effective Date.


 


*        *        *


 




  





  











  






 


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


 




	 	 
GENERAL MARITIME CORPORATION,


	 	 
as Parent









 




	
 

	
By: 

	/s/ Jeffrey D. Pribor	 
	 	 	 
Name: Jeffrey D. Pribor

	 
	 	 	Title:   Executive Vice President & Chief 	 
	 	 	 
Financial Officer

	 
	 	 	 	 
	 	 
GENERAL MARITIME SUBSIDIARY 

	 
	 	CORPORATION, 	 
	 	 
as a Borrower

	 
	 	 	 	 
	 	 
By: 

	/s/ Jeffrey D. Pribor 	 
	 	 	 
Name:  Jeffrey D. Pribor  

	 
	 	 	Title:    President 	 
	 	 	 	 
	 	 
GENERAL MARITIME SUBSIDIARY II 

	 
	 	CORPORATION,	 
	 	as a Borrower	 
	 	 	 




















	 	 
By: 

	/s/ Jeffrey D. Pribor 	 
	 	 	 
Name:  Jeffrey D. Pribor  

	 
	 	 	Title:    President 











 



Signature Page to Second Amendment to DIP Credit Agreement




 




  





  











  






 
















	 	ARLINGTON TANKERS LTD.,	 
	 	as a Guarantor 	 
	 	 	 
	 	 
By: 

	/s/ John. C. Georgiopoulos	 
	 	 	 
Name:  John. C. Georgiopoulos

	 
	 	 	Title:    Director 







 






















































	 	 
VISION LTD.


	 	 
VICTORY LTD.


	 	 
COMPANION LTD.


	 	 
COMPATRIOT LTD.


	 	 
CONSUL LTD.,


	 	 
each as a Guarantor







 




	 	 
By: 

	/s/ John. C. Georgiopoulos	 
	 	 	 
Name:  John. C. Georgiopoulos

	 
	 	 	Title:    Director 







 



Signature Page to Second Amendment to DIP Credit Agreement




 




  





  











  






 



	  	
GMR CHARTERING LLC


	  	
GMR AGAMEMNON LLC


	  	
GMR AJAX LLC


	  	
GMR ALEXANDRA LLC


	  	
GMR ARGUS LLC


	  	
GMR DAPHNE LLC


	  	
GMR DEFIANCE LLC


	  	
GMR ELEKTRA LLC


	  	
GMR GEORGE T 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 REVENGE LLC


	  	
GMR ST. NIKOLAS LLC


	  	
GMR SPYRIDON LLC


	  	
GMR STRENGTH LLC


	  	
GMR ATLAS LLC


	  	
GMR HERCULES LLC


	  	
GMR MANIATE LLC


	  	
GMR SPARTIATE LLC


	  	
GMR POSEIDON LLC


	  	
GMR ULYSSES LLC


	  	
GMR ZEUS LLC,


	 	 
each as a Guarantor















 





	 	 
By: 

	/s/ John. C. Georgiopoulos	 
	 	 	 
Name:  John. C. Georgiopoulos

	 
	 	 	Title:    Manager 









 



Signature Page to Second Amendment to DIP Credit Agreement




 




  





  











  






 





















	 	
 
GENERAL MARITIME MANAGEMENT LLC




	  	
 
GENERAL MARITIME MANAGEMENT 




	 	(PORTUGAL) LLC
	  	
 
GENERAL MARITIME MANAGEMENT 




	 	(PORTUGAL) LDA.,
	  	
 
GENERAL MARITIME MANAGEMENT (HELLAS) 




	  	
LTD.,


	 	 
each as a Guarantor







 






	 	 
By: 

	/s/ Milton H. Gonzales, Jr.	 
	 	 	 
Name:  Milton H. Gonzales, Jr.

	 
	 	 	Title:    Manager 











 



Signature Page to Second Amendment to DIP Credit Agreement




 










  





  











  



















	 	
 
 
GENERAL MARITIME CREWING PTE. LTD.,






	  	
 
as Guarantor









 



	The Common Seal of 	)
	General Maritime Crewing Pte. Ltd.	
)


	was hereunto affixed in accordance with	
)


	its Articles of Association  	)





 




	
/s/ James Paisley

	  
	
Name: James Paisley

	  
	
Title:   Director

	  





 



	
/s/ Cher Choon Teck

	  
	
Name: Cher Choon Teck

	  
	
Title:   Company Secretary

	  







 



Signature Page to Second Amendment to DIP Credit Agreement




 




  





  











  






 



	  	
CONCORD LTD.


	  	
CONTEST LTD.


	  	
CONCEPT LTD.


	  	
GENERAL PRODUCT CARRIERS CORPORATION


	  	
GENERAL MARITIME SUBSIDIARY NSF CORPORATION


	  	
GMR ADMINISTRATION CORP.,


	  	
each as a Guarantor







 






	 	 
By: 

	/s/ John. C. Georgiopoulos	 
	 	 	 
Name:  John. C. Georgiopoulos

	 
	 	 	Title:    Director





 



Signature Page to Second Amendment to DIP Credit Agreement




 




  





  











  






 















	  	
GENERAL MARITIME INVESTMENTS LLC


	  	
GMR CONCORD LLC


	  	
GMR CONSTANTINE LLC


	  	
GMR CONTEST LLC


	  	
GMR CONCEPT LLC


	  	
GMR GP LLC


	  	
GMR GULF LLC


	  	
GMR LIMITED LLC


	  	
GMR PRINCESS LLC


	  	
GMR PROGRESS LLC


	  	
GMR STAR LLC


	  	
GMR TRADER LLC


	  	
GMR TRUST LLC,


	  	
each as a Guarantor







 






	 	 
By: 

	/s/ John. C. Georgiopoulos	 
	 	 	 
Name:  John. C. Georgiopoulos

	 
	 	 	Title:    Manager 











 



Signature Page to Second Amendment to DIP Credit Agreement




 






















  





  











  






 









	 	
 
GENERAL MARITIME MANAGEMENT (UK) LLC,




	 	 
	  	
 
as a Guarantor









 







	 	 
By: 

	/s/ John P. Tavlarios	 
	 	 	 
Name:  John P. Tavlarios

	 
	 	 	Title:    Manager 
	 	 	 
	 	
ARLINGTON TANKERS, LLC,


	 	
as a Guarantor















 







	 	 
By: 

	/s/ John. C. Georgiopoulos	 
	 	 	 
Name:  John. C. Georgiopoulos

	 
	 	 	Title:    President and Secretary













 



Signature Page to Second Amendment to DIP Credit Agreement




 




  





  











  












	 	 
LIMITED “GENERAL MARITIME CREWING”

	 
	 	 	 
	 	 
By: 

	/s/ Gennadiy Liventsov	 
	 	 	 
Name:  Gennadiy Liventsov

	 
	 	 	Title:    Director 





 




  





  











  


















	 	
NORDEA BANK FINLAND PLC, NEW YORK


	  	
 
BRANCH,




	  	
Individually and as Administrative Agent


	  	
 
and Collateral Agent









 

































	 	 
By: 

	/s/ Martin Lunder	 
	 	 	 
Name:  Martin Lunder

	 
	 	 	 
Title: Senior Vice President

	 





 


































	 	 
By: 

	/s/ Christian David Christensen	 
	 	 	 
 
Name: Christian David Christensen



	 
	 	 	 
 
Title:   Assistant Vice President











 



Signature Page to DIP Second Amendment


 


















  





  











  






 



	  	
SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT 


	 	 
	 	 
NAME OF INSTITUTION:


	 	 
	 	 
Citibank, N.A.







 



































	 	 
By: 

	/s/ Peter Baumann	 
	 	 	 
 
Name: Peter Baumann



	 
	 	 	Title:   Managing Director	 





 



Signature Page to DIP Second Amendment




 








  





  











  






    





	  	
SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT 











 




































	 	 
NAME OF INSTITUTION:

	 
	 	 	 
	 	 
DNB Bank ASA

	 
	 	 	 	 
	 	 
By: 

	/s/ Sanjiv Nayar	 
	 	 	 
 
Name: Sanjiv Nayar



	 
	 	 	Title:   Senior Vice President











 




































	 	 
By: 

	/s/ Kjell Tore Egge	 
	 	 	 
 
Name: Kjell Tore Egge



	 
	 	 	Title:   Senior Vice President	 





 



Signature Page to DIP Second Amendment




 




  





  











  






 










	  	
SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE AMONG GENERAL MARITIME CORPORATION, GENERAL MARITIME SUBSIDIARY CORPORATION, GENERAL MARITIME SUBSIDIARY II CORPORATION, THE OTHER GUARANTORS PARTY THERETO, VARIOUS FINANCIAL INSTITUTIONS AND NORDEA BANK FINLAND PLC NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT 









 



	 	 
NAME OF INSTITUTION:

	 
	 	 	 
	 	 
 
Skandinaviska Enskilda Banken AB (publ)



	 
	 	 	 	 
	 	 
By: 

	/s/ Arne Juell-Skielse	 
	 	 	 
 
Name: Arne Juell-Skielse



	 
	 	 	Title:   



 




































	 	 
By: 

	/s/ Magnus Arve	 
	 	 	 
 
Name: 



	 
	 	 	Title:   









Signature Page to DIP Second Amendment