Exhibit 10.17


 


Agreement
Regarding Limited Liability

Company Interests


 


AGREEMENT (as amended, modified or supplemented from
time to time, this “Agreement”), dated as of October 31, 2005,
among the undersigned pledgor (the “Pledgor”), Nordea Bank Finland, Plc,
New York Branch, not in its individual capacity but solely as collateral agent
(the “Pledgee”), and GMR Newbuilding 3, LLC, as the issuer of the
Limited Liability Company Interests (as defined below) (the “Issuer”).


 


W I T N
E S S E T H :


 


WHEREAS, the Pledgor, certain of its affiliates and
the Pledgee have entered into a First Priority Pledge and Security Agreement,
dated as of October 26, 2005 (as amended, amended and restated, modified
or supplemented from time to time, the “Pledge Agreement”), under which,
among other things, in order to secure the payment of the Obligations (as
defined in the Pledge Agreement), the Pledgor will pledge to the Pledgee for
the benefit of the Secured Creditors (as defined in the Pledge Agreement), and
grant a first priority security interest in favor of the Pledgee for the
benefit of the Secured Creditors in, all of the right, title and interest of
the Pledgor in and to any and all Limited Liability Company Interests (as
defined in the Pledge Agreement), in each case issued from time to time by the
Issuer, whether now existing or hereafter from time to time acquired by the
Pledgor (all of such Limited Liability Company Interests, the “Issuer
Pledged Interests”); and


 


WHEREAS, the Pledgor desires the Issuer to enter into this
Agreement in order to protect the security interest of the Pledgee under the
Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee
control of the Issuer Pledge Interests and to provide for the rights of the
parties under this Agreement;


 


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.  The Pledgor
hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby
agrees, to comply with any and all instructions and orders originated by the
Pledgee (and its successors and assigns) regarding any and all of the Issuer
Pledged Interests without the further consent by the registered owner
(including the Pledgor), and, after receiving a notice from the Pledgee stating
that an “Event of Default” has occurred and is continuing, not to comply
with any instructions or orders regarding any or all of the Issuer Pledged
Interests originated by any person or entity other than the Pledgee (and its
successors and assigns) or a court of competent jurisdiction.


 


2.  The Issuer
hereby certifies that (i) no notice of any security interest, lien or
other encumbrance or claim affecting the Issuer Pledged Interests (other than
the security interest


 





















 


of the Pledgee) has been received by it, and (ii) the
security interest of the Pledgee in the Issuer Pledged Interests has been
registered in the books and records of the Issuer.


 


3.  The Issuer
hereby represents and warrants that (i) the pledge by the Pledgor of, and
the granting by the Pledgor of a security interest in, the Issuer Pledged
Interests to the Pledgee, for the benefit of the Secured Creditors, does not
violate the charter, by-laws, partnership agreement, membership agreement or
any other agreement governing the Issuer or the Issuer Pledged Interests, and (ii) the
Issuer Pledged Interests are fully paid and nonassessable.


 


4.  All notices,
statements of accounts, reports, prospectuses, financial statements and other
communications to be sent to the Pledgor by the Issuer in respect of the Issuer
will also be sent to the Pledgee at the following address:


 


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


 


5.  Until the
Pledgee shall have delivered written notice to the Issuer that all of the
Obligations have been paid in full and this Agreement is terminated, the Issuer
will, upon receiving notice from the Pledgee stating that an “Event of
Default” has occurred and is continuing, send any and all redemptions,
distributions, interest or other payments in respect of the Issuer Pledged
Interests from the Issuer for the account of the Pledgor only by wire transfers
to such account as the Pledgee shall instruct.


 


6.  Except as
expressly provided otherwise in Sections 4 and 5, all notices, shall be sent or
delivered by mail, telegraph, telex, telecopy, cable or overnight courier
service and all such notices and communications shall, when mailed,
telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be
effective when deposited in the mails, delivered to the telegraph company,
cable company or courier, as the case may be, or sent by telex or telecopier,
except that notices and communications to the Pledgee, the Pledgor or the
Issuer shall not be effective until received by the Pledgee, the Pledgor or the
Issuer, as the case may be.  All notices
and other communications shall be in writing and addressed as follows:


 


(a)                                  if to any Pledgor, 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


 


(b)                                 if to the Pledgee, 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


 


 (c)                               if to the Issuer, 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


 


or at such other address
as shall have been furnished in writing by any Person described above to the
party required to give notice hereunder.


 


7.  This
Agreement shall be binding upon the successors and assigns of the Pledgor and
the Issuer and shall inure to the benefit of and be enforceable by the Pledgee
and its successors and assigns.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which shall constitute one instrument.  In the event that any provision of this
Agreement shall prove to be invalid or unenforceable, such provision shall be
deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto. 
None of the terms and conditions of this Agreement may be changed,
waived, modified or varied in the manner whatsoever except in writing signed by
the Pledgee, the Issuer and the Pledgor.


 


8.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its principles of conflict of laws (other
than Title 14 of Articles 5 of the New York General Obligations Law.


 


*                                         *                                         *


 





















 


IN WITNESS WHEREOF, the Pledgor, the Pledgee and the
Issuer have caused this Agreement to be executed by their duly elected officers
duly authorized as of the date first above written.


 


	
   

  	
  GENERAL MARITIME CORPORATION,

  
	
   

  	
  as Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John C.
  Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name: John C.
  Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Title:   Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMR ADMINISTRATION
  CORP.,

  
	
   

  	
  as Pledgor

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John C.
  Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name: John C.
  Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NORDEA BANK FINLAND, PLC, NEW YORK

  BRANCH,

  
	
   

  	
  not in its individual capacity but solely as 

  
	
   

  	
  Pledgee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Martin Lunder

  	
   

  
	
   

  	
   

  	
  Name: Martin Lunder

  	
   

  
	
   

  	
   

  	
  Title:   Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Anne Engen

  	
   

  
	
   

  	
   

  	
  Name: Anne Engen

  	
   

  
	
   

  	
   

  	
  Title:   Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GMR NEWBUILDING 3, LLC,

  
	
   

  	
  the Issuer

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John C.
  Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name: John C.
  Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Title:   Treasurer