Exhibit 10.12


 


Control Agreement
Regarding Deposit Accounts


 


CONTROL AGREEMENT REGARDING DEPOSIT ACCOUNTS (as
amended, modified or supplemented from time to time, this “Agreement”),
dated as of October 31, 2005, among the undersigned assignor (the “Assignor”)
NORDEA BANK FINLAND, PLC, New York Branch, not in its individual capacity but
solely as Collateral Agent (the “Collateral Agent” and the “Deposit
Account Bank”), as the bank (as defined in Section 9-102 of the UCC as
in effect on the date hereof in the State of New York (the “UCC”)) with
which one or more deposit accounts (as defined in Section 9-102 of the
UCC) are maintained by the Assignor (with all such deposit accounts now or at
any time in the future maintained by the Assignor with the Deposit Account Bank
being herein called the “Deposit Accounts”).


 


W I T N
E S S E T H :


 


WHEREAS, the Assignor, various other Assignors and the
Collateral Agent have entered into a Pledge and Security Agreement, dated as of
October 26, 2005 (as amended, amended and restated, modified or
supplemented from time to time, the “Pledge and Security Agreement”),
under which, among other things, in order to secure the payment of the
Obligations (as defined in the Pledge and Security Agreement), the Assignor has
granted a first priority security interest to the Collateral Agent for the
benefit of the Secured Creditors (as defined in the Pledge and Security
Agreement) in all of the right, title and interest of the Assignor in and into
any and all deposit accounts (as defined in Section 9-102 of the UCC) and
in all monies, securities, instruments and other investments deposited therein
from time to time (collectively, herein called the “Collateral”); and


 


WHEREAS, the Assignor desires that the Deposit Account
Bank enter into this Agreement in order to establish “control” (as
defined in Section 9-104 of the UCC) in each Deposit Account at any time
or from time to time maintained with the Deposit Account Bank, and to provide
for the rights of the parties under this Agreement with respect to such Deposit
Accounts;


 


NOW THEREFORE, in consideration of the premises and
the mutual promises and agreements contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.                                       Assignor’s
Dealings with Deposit Accounts; Notice of Exclusive Control. Until the
Deposit Account Bank shall have received from the Collateral Agent a Notice of
Exclusive Control (as defined below), the Assignor shall be entitled to present
items drawn on and otherwise to withdraw or direct the disposition of funds
from the Deposit Accounts and give instructions in respect of the Deposit
Accounts; provided, however, that the Assignor may not, and the
Deposit Account Bank agrees that it shall not permit the Assignor to, without
the Collateral Agent’s prior written consent, close any Deposit Account.  If upon the occurrence and during the
continuance of an Event of Default (as defined in the Pledge and Security
Agreement)


 





















 


the Collateral Agent
shall give to the Deposit Account Bank a notice of the Collateral Agent’s
exclusive control of the Deposit Accounts, which notice states that it is a
“Notice of Exclusive Control” (a “Notice of Exclusive Control”), only
the Collateral Agent shall be entitled to withdraw funds from the Deposit
Accounts, to give any instructions in respect of the Deposit Accounts and any
funds held therein or credited thereto or otherwise to deal with the Deposit
Accounts.


 


2.                                       Collateral
Agent’s Right to Give Instructions as to Deposit Accounts.  (a)  Notwithstanding the foregoing
or any separate agreement that the Assignor may have with the Deposit Account
Bank, the Collateral Agent shall be entitled, following the occurrence and
during the continuance of an Event of Default for purposes of this Agreement,
at any time to give the Deposit Account Bank instructions as to the withdrawal
or disposition of any funds from time to time credited to any Deposit Account,
or as to any other matters relating to any Deposit Account or any other
Collateral, without further consent from the Assignor.  The Assignor hereby irrevocably authorizes
and instructs the Deposit Account Bank, and the Deposit Account Bank hereby
agrees, to comply with any such instructions from the Collateral Agent without
any further consent from the Assignor. 
Such instructions may include the giving of stop payment orders for any
items being presented to any Deposit Account for payment.  The Deposit Account Bank shall be fully
entitled to rely on, and shall comply with, 
such instructions from the Collateral Agent even if such instructions
are contrary to any instructions or demands that the Assignor may give to the
Deposit Account Bank.  In case of any
conflict between instructions received by the Deposit Account Bank from the
Collateral Agent and the Assignor, the instructions from the Collateral Agent
shall prevail.


 


(b)                                 It is understood and agreed that the
Deposit Account Bank’s duty to comply with instructions from the Collateral
Agent regarding the Deposit Accounts is absolute, and the Deposit Account Bank
shall be under no duty or obligation, nor shall it have the authority, to
inquire or determine whether or not such instructions are in accordance with
the First Priority Pledge and Security Agreement or any other Credit Document
(as defined in the First Priority Pledge and Security Agreement), nor seek
confirmation thereof from the Assignor or any other Person.


 


3.                                       Assignor’s Exculpation and
Indemnification of Depository Bank.  The Assignor
hereby irrevocably authorizes and instructs the Deposit Account Bank to follow
instructions from the Collateral Agent regarding the Deposit Accounts even if
the result of following such instructions from the Collateral Agent is that the
Deposit Account Bank dishonors items presented for payment from any Deposit
Account.  The Assignor further confirms
that the Deposit Account Bank shall have no liability to the Assignor for
wrongful dishonor of such items in following such instructions from the
Collateral Agent.  The Deposit Account
Bank shall have no duty to inquire or determine whether the Assignor’s
obligations to the Collateral Agent are in default or whether the Collateral
Agent is entitled, under any separate agreement between the Assignor and the
Collateral Agent, to give any such instructions.  The Assignor further agrees to be responsible
for the Deposit Account Bank’s customary charges and to indemnify the Deposit
Account Bank from and to hold the Deposit Account Bank harmless against any
loss, cost or expense that the Deposit Account Bank may sustain or incur in
acting upon instructions which the Deposit Account Bank believes in good faith
to be instructions from


 





















 


the Collateral Agent excluding any loss, cost or
expense to the extent incurred as a direct result of the gross negligence or
willful misconduct of the Deposit Account Bank.


 


4.                                       Subordination of Security Interests;
Deposit Account Bank’s Recourse to Deposit Accounts. 
The Deposit Account Bank hereby subordinates any claims and security
interests it may have against, or with respect to, any Deposit Account at any
time established or maintained with it by the Assignor (including any amounts,
investments, instruments or other Collateral from time to time on deposit
therein) to the security interests of the Collateral Agent (for the benefit of
the Secured Creditors) therein, and agrees that no amounts shall be charged by
it to, or withheld or set-off or otherwise recouped by it from, any Deposit
Account of the Assignor or any amounts, investments, instruments or other
Collateral from time to time on deposit therein; provided that the Deposit
Account Bank may, however, from time to time debit the Deposit Accounts for any
of its customary charges in maintaining the Deposit Accounts or for
reimbursement for the reversal of any provisional credits granted by the
Deposit Account Bank to any Deposit Account, to the extent, in each case, that
the Assignor has not separately paid or reimbursed the Deposit Account Bank
therefor.


 


5.                                       Representations, Warranties and Covenants
of Deposit Account Bank.  The Deposit Account Bank
represents and warrants to the Collateral Agent that:


 


(a)                                  The
Deposit Account Bank constitutes a “bank” (as defined in Section 9-102
of the UCC), that the jurisdiction (determined in accordance with Section 9-304
of the UCC) of the Deposit Account Bank for purposes of each Deposit Account
maintained by the Assignor with the Deposit Account Bank shall be one or more
States within the United States.


 


(b)                                 The
Deposit Account Bank shall not permit any Assignor to establish any demand,
time, savings, passbook or other account with it which does not constitute a “deposit
account” (as defined in Section 9-102 of the UCC).


 


(c)                                  The account agreements between the
Deposit Account Bank and the Assignor relating to the establishment and general
operation of the Deposit Accounts provide, whether specifically or generally,
that the laws of New York govern secured transactions relating to the Deposit
Accounts and that the Deposit Account Bank’s “jurisdiction” for purposes
of Section 9-304 of the UCC in respect of the Deposit Accounts is New
York.  The Deposit Account Bank will not,
without the Collateral Agent’s prior written consent, amend any such account
agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section 9-304
of the UCC is other than a jurisdiction permitted pursuant to preceding clause
(a).  All account agreements in respect
of each Deposit Account in existence on the date hereof are listed on Annex A
hereto and copies of all such account agreements have been furnished to the
Collateral Agent.  The Deposit Account
Bank will promptly furnish to the Collateral Agent a copy of the account
agreement for each Deposit Account hereafter established by the Deposit Account
Bank for the Assignor.


 


(d)                                 The Deposit Account Bank has not entered
and will not enter, into any agreement with any other Person by which the
Deposit Account Bank is obligated to comply with instructions from such other
Person as to the disposition of funds from any Deposit Account or other
dealings with any Deposit Account or other of the Collateral.


 





















 


(e)                                  On the date hereof the Deposit Account
Bank maintains no Deposit Accounts for the Assignor other than the Deposit
Accounts specifically identified in Annex A hereto.


 


(f)                                    Any items or funds received by the
Deposit Account Bank for the Assignor’s account will be credited to said
Deposit Accounts specified in paragraph (e) above or to any other Deposit
Accounts hereafter established by the Deposit Account Bank for the Assignor in
accordance with this Agreement.


 


(g)                                 The Deposit Account Bank will promptly
notify the Collateral Agent of each Deposit Account hereafter established by
the Deposit Account Bank for the Assignor (which notice shall specify the
account number of such Deposit Account and the location at which the Deposit
Account is maintained), and each such new Deposit Account shall be subject to
the terms of this Agreement in all respects.


 


6.                                       Deposit Account Statements and
Information.  The Deposit Account Bank agrees, and is
hereby authorized and instructed by the Assignor, to furnish to the Collateral
Agent, at its address indicated below, copies of all account statements and
other information relating to each Deposit Account that the Deposit Account
Bank sends to the Assignor and to disclose to the Collateral Agent all
information requested by the Collateral Agent regarding any Deposit Account.


 


7.                                       Conflicting Agreements. 
This Agreement shall have control over any conflicting agreement between
the Deposit Account Bank and the Assignor.


 


8.                                       Merger or Consolidation of Deposit
Account Bank.  Without the execution or filing of any paper
or any further act on the part of any of the parties hereto, any bank into
which the Deposit Account Bank may be merged or with which it may be
consolidated, or any bank resulting from any merger to which the Deposit
Account Bank shall be a party, shall be the successor of the Deposit Account
Bank hereunder and shall be bound by all provisions hereof which are binding
upon the Deposit Account Bank and shall be deemed to affirm as to itself all
representations and warranties of the Deposit Account Bank contained herein.


 


9.                                       Notices.  (a)  All
notices and other communications provided for in this Agreement shall be in
writing (including facsimile) and sent to the intended recipient at its address
or telex or facsimile number set forth below:


 


If to the
Collateral Agent, at:


 


Nordea
Bank Finland, Plc,


New
York Branch


437 Madison Avenue


21st Floor


New York, New York
10022


Attn:  Mr. Hans Chr. Kjelsrud


Telephone:  212-318-9634


Facsimile:  212-421-4420


 





















 


If to the
Assignor, at:


 


c/o General Maritime Corporation, as agent


299 Park Avenue


New York, NY 10171-0002

Attention:  Chief Executive Officer


Telephone No.:  (212) 763-5600

Telecopier No.:  (212) 763-5603


 


with copies to:


Kramer Levin Naftalis & Frankel LLP


1177 Avenue of the Americas


New York, NY 10036


Attention:  Thomas E. Molner, Esq.


Telephone No.:  (212) 715-9100


Telecopier No.:  (212) 715-8000


 


If to the Deposit
Account Bank, at:


 


Nordea Bank
Finland plc, New York Branch


437 Madison Avenue


21st
Floor


New York, New York
10022


Attn:  Mr. Hans Chr. Kjelsrud


Telephone:  212-318-9634


Facsimile:  212-421-4420


 


or, as to any party, to such other address or telex or
facsimile number as such party may designate from time to time by notice to the
other parties.


 


(b)                                 Except as otherwise provided herein, all
notices and other communications hereunder shall be delivered by hand or by
commercial overnight courier (delivery charges prepaid), or mailed, postage
prepaid, or telexed or faxed, addressed as aforesaid, and shall be effective (i) three
business days after being deposited in the mail (if mailed), (ii) when
delivered (if delivered by hand or courier) and (iii) or when transmitted
with receipt confirmed (if telexed or faxed); provided that notices to
the Collateral Agent shall not be effective until actually received by it.


 


10.                                 Amendment.  This
Agreement may not be amended, modified or supplemented except in writing
executed and delivered by all the parties hereto.


 


11.                                 Binding Agreement. 
This Agreement shall bind the parties hereto and their successors and
assign and shall inure to the benefit of the parties hereto and their
successors and assigns.  Without limiting
the provisions of the immediately preceding sentence, the Collateral Agent at
any time or from time to time may designate in writing to the Deposit Account
Bank a successor Collateral Agent (at such time, if any, as such entity becomes
the Collateral Agent under the Pledge and Security Agreement, or at any time
thereafter) who shall


 





















 


thereafter succeed to the rights of the existing
Collateral Agent hereunder and shall be entitled to all of the rights and
benefits provided hereunder.


 


12.                                 Continuing Obligations. 
The rights and powers granted herein to the Collateral Agent have been
granted in order to protect and further perfect its security interests in the
Deposit Accounts and other Collateral and are powers coupled with an interest
and will be affected neither by any purported revocation by the Assignor of
this Agreement or the rights granted to the Collateral Agent hereunder or by
the bankruptcy, insolvency, conservatorship or receivership of the Assignor or
the Deposit Account Bank or by the lapse of time.  The rights of the Collateral Agent hereunder
and in respect of the Deposit Accounts and the other Collateral, and the
obligations of the Assignor and Deposit Account Bank hereunder, shall continue
in effect until the security interests of Collateral Agent in the Deposit Accounts
and such other Collateral have been terminated and the Collateral Agent has
notified the Deposit Account Bank of such termination in writing.


 


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


 


14.                                 Counterparts. 
This Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may
execute this Agreement by signing and delivering one or more counterparts.


 


15.                                 Termination.                             This Agreement and the security interest created
hereby shall terminate, after the Termination Date, the date upon which (i) the
Total Loan Commitment under the Credit Agreement; (ii) all Interest Rate
Protection Agreements, including interest rate swap agreements, interest rate
cap agreements, interest collar agreements, interest rate hedging agreements,
interest rate floor agreements and other similar agreements and arrangements
with respect to the outstanding Loans and/or Commitments; and (iii) Other
Hedging Agreements, including foreign exchange contracts, currency swap
agreements, commodity agreements or other similar agreements or arrangements
designed to protect against the fluctuations in currency or commodity values
applicable to the Loans have been terminated and no Notes representing Borrower’s
obligation to pay the principal of, and interest on the Loans under the Credit
Agreement is outstanding and all Loans thereunder have been repaid in full and
all Obligations applicable to the Loans then due and payable have been paid in
full (provided that all indemnities set forth herein including, without
limitation, in Section 11 hereof shall survive any such termination).


 





















 


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


 


	
   

  	
  Assignor:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL MARITIME
  CORPORATION,

  
	
   

  	
  GMR
  ADMINISTRATION CORP.,

  
	
   

  	
  GMR AGAMEMNON LLC,

  
	
   

  	
  GMR AJAX LLC,

  
	
   

  	
  GMR ALEXANDRA LLC,

  
	
   

  	
  GMR ARGUS LLC,

  
	
   

  	
  GMR CONSTANTINE
  LLC,

  
	
   

  	
  GMR DEFIANCE
  LLC,

  
	
   

  	
  GMR GULF LLC,

  
	
   

  	
  GMR HOPE LLC,

  
	
   

  	
  GMR HORN LLC,

  
	
   

  	
  GMR MINOTAUR
  LLC,

  
	
   

  	
  GMR ORION LLC,

  
	
   

  	
  GMR PHOENIX LLC,

  
	
   

  	
  GMR PRINCESS
  LLC,

  
	
   

  	
  GMR PROGRESS
  LLC,

  
	
   

  	
  GMR REVENGE LLC,

  
	
   

  	
  GMR SPYRIDON
  LLC,

  
	
   

  	
  GMR STRENGTH
  LLC,

  
	
   

  	
  GMR NEWBUILDING
  1, LLC,

  
	
   

  	
  GMR NEWBUILDING
  2, LLC,

  
	
   

  	
  GMR NEWBUILDING
  3, LLC,

  
	
   

  	
  GMR NEWBUILDING
  4, LLC

  
	
   

  	
  as Assignors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C.
  Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 





















 


	
   

  	
  Collateral Agent:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORDEA BANK FINLAND,
  PLC, NEW

  YORK BRANCH,

  
	
   

  	
  as Collateral Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hans Chr. Kjelsrud

  	
   

  
	
   

  	
   

  	
  Name: Hans Chr.
  Kjelsrud

  	
   

  
	
   

  	
   

  	
  Title:   Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anne Engen

  	
   

  
	
   

  	
   

  	
  Name: Anne Engen

  	
   

  
	
   

  	
   

  	
  Title:   Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Deposit Account Bank:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORDEA BANK FINLAND
  PLC, NEW

  YORK BRANCH,

  
	
   

  	
  as Deposit Account Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hans Chr. Kjelsrud

  	
   

  
	
   

  	
   

  	
  Name: Hans Chr.
  Kjelsrud

  	
   

  
	
   

  	
   

  	
  Title:   Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anne Engen

  	
   

  
	
   

  	
   

  	
  Name: Anne Engen

  	
   

  
	
   

  	
   

  	
  Title:   Vice President