Exhibit 10.10


 


SUBSIDIARIES GUARANTY


 


SUBSIDIARIES GUARANTY, dated as of October 31,
2005 (as amended, modified, restated and/or supplemented from time to time,
this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor”
and, together with any other entity that becomes a guarantor hereunder pursuant
to Section 25 hereof, the “Guarantors”). Except as otherwise defined
herein, capitalized terms used herein and defined in the Credit Agreement (as
defined below) shall be used herein as therein defined.


 


W  I  T  N  E
S  S  E  T  H :


 


WHEREAS, General Maritime Corporation (the “Borrower”),
the lenders from time to time party thereto (the “Lenders”), Nordea Bank
Finland plc, New York Branch, as Administrative Agent and as Collateral Agent
(in such capacity, together with any successor Administrative Agent, the “Administrative
Agent”), have entered into a Credit Agreement, dated as of October 26,
2005 (as amended, modified, restated and/or supplemented from time to time, the
“Credit Agreement”), providing for the making of Loans to the Borrower as
contemplated therein (the Lenders, the Collateral Agent and the Administrative
Agent are herein called the “Lender Creditors”);


 


WHEREAS, the Borrower may at any time and from time to
time enter into, or guaranty the obligations 
of one or more other Guarantors or any of their respective Subsidiaries
under, one or more Interest Rate Protection Agreements or Other Hedging
Agreements with respect to the Borrower’s obligations under the Credit
Agreement with respect to the outstanding Loans and/or Commitment from time to
time with one or more Lenders or any affiliate thereof (each such Lender or
affiliate, even if the respective Lender subsequently ceases to be a Lender
under the Credit Agreement for any reason, together with such Lender’s or
affiliate’s successors and assigns, if any, collectively, the “Other Creditors”
and, together with the Lender Creditors, the “Secured Creditors”);


 


WHEREAS, each Guarantor is a direct or indirect
Subsidiary of the Borrower;


 


WHEREAS, it is a condition to the making of Loans to
the Borrower under the Credit Agreement that each Guarantor shall have executed
and delivered this Guaranty; and


 


WHEREAS, each Guarantor will obtain benefits from the
incurrence of Loans to the Borrower under the Credit Agreement and the entering
into by the Borrower of Interest Rate Protection Agreements or Other Hedging
Agreements and, accordingly, desires to execute this Guaranty in order to
satisfy the conditions described in the preceding paragraph;


 


NOW, THEREFORE, in consideration of the foregoing and
other benefits accruing to each Guarantor, the receipt and sufficiency of which
are hereby acknowledged, each Guarantor hereby makes the following
representations and warranties to the Secured Creditors and hereby covenants
and agrees with each Secured Creditor as follows:


 





















 


1.  Each Guarantor, jointly and severally,
irrevocably, absolutely and unconditionally guarantees:  (i) to the Lender Creditors the full and
prompt payment when due (whether at the stated maturity, by acceleration or
otherwise) of (x) the principal of, premium, if any, and interest on the Notes
issued by, and the Loans made to, the Borrower under the Credit Agreement, and
(y) all other obligations (including obligations which, but for the automatic
stay under Section 362(a) of the Bankruptcy Code, would become due),
liabilities and indebtedness owing by the Borrower to the Lender Creditors (in
the capacities referred to in the definition of Lender Creditors) under the
Credit Agreement and each other Credit Document to which the Borrower is a
party (including, without limitation, indemnities, fees and interest thereon
(including any interest accruing after the commencement of any bankruptcy,
insolvency, receivership or similar proceeding at the rate provided for in the
Credit Agreement, whether or not such interest is an allowed claim in any such
proceeding)), whether now existing or hereafter incurred under, arising out of
or in connection with the Credit Agreement and any such other Credit Document
and the due performance and compliance by the Borrower with all of the terms,
conditions and agreements contained in all such Credit Documents (all such
principal, premium, interest, liabilities, indebtedness and obligations being
herein collectively called the “Credit Document Obligations”); and (ii) to
each Other Creditor the full and prompt payment when due (whether at the stated
maturity, by acceleration or otherwise) of all obligations (including
obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code, would become due), liabilities and indebtedness (including
any interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided for in the respective
Interest Rate Protection Agreements or Other Hedging Agreements, whether or not
such interest is an allowed claim in any such proceeding) owing by the Borrower
under any Interest Rate Protection Agreement or Other Hedging Agreement entered
into in respect of the Borrower’s obligations with respect to the outstanding
Loans and/or Commitments from time to time, whether now in existence or
hereafter arising, and the due performance and compliance by the Borrower with
all of the terms, conditions and agreements contained in each such Interest
Rate Protection Agreement and Other Hedging Agreement to which it is a party
(all such obligations, liabilities and indebtedness being herein collectively
called the “Other Obligations” and, together with the Credit Document
Obligations, the “Guaranteed Obligations”). 
As used herein, the term “Guaranteed Party” shall mean the Borrower
party to or as guarantor of any Guarantor or its Subsidiaries party to any
Interest Rate Protection Agreement or Other Hedging Agreement with an Other
Creditor.  Each Guarantor understands,
agrees and confirms that the Secured Creditors may enforce this Guaranty up to
the full amount of the Guaranteed Obligations against such Guarantor without
proceeding against any other Guarantor, the Borrower, any other Guaranteed
Party, against any security for the Guaranteed Obligations, or under any other
guaranty covering all or a portion of the Guaranteed Obligations.


 


2.  Additionally, each Guarantor, jointly and
severally, unconditionally, absolutely and irrevocably, guarantees the payment
of any and all Guaranteed Obligations whether or not due or payable by the
Borrower or any other Guaranteed Party upon the occurrence in respect of the
Borrower or any such other Guaranteed Party of any of the events specified in Section 10.05
of the Credit Agreement, and unconditionally and irrevocably, jointly and
severally, promises to pay such Guaranteed Obligations to the Secured
Creditors, or order, on demand.  This
Guaranty shall constitute a guaranty of payment, and not of collection.


 


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3.  The liability of each Guarantor hereunder
is primary, absolute, joint and several, and unconditional and is exclusive and
independent of any security for or other guaranty of the indebtedness of the
Borrower or any other Guaranteed Party whether executed by such Guarantor, any
other Guarantor, any other guarantor or by any other party, and the liability
of each Guarantor hereunder shall not be affected or impaired by any
circumstance or occurrence whatsoever, including, without limitation:  (a) any direction as to application of
payment by the Borrower or any other Guaranteed Party or by any other party, (b) any
other continuing or other guaranty, undertaking or maximum liability of a
guarantor or of any other party as to the Guaranteed Obligations, (c) any
payment on or in reduction of any such other guaranty or undertaking, (d) any
dissolution, termination or increase, decrease or change in personnel by the
Borrower or any other Guaranteed Party, (e) to the extent permitted by
applicable law, any payment made to any Secured Creditor on the indebtedness
which any Secured Creditor repays the Borrower or any other Guaranteed Party
pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each Guarantor waives any
right to the deferral or modification of its obligations hereunder by reason of
any such proceeding, (f) any action or inaction by the Secured Creditors
as contemplated in Section 6 hereof or (g) any invalidity,
irregularity or unenforceability of all or any part of the Guaranteed
Obligations or of any security therefor.


 


4.  The obligations of each Guarantor
hereunder are independent of the obligations of any other Guarantor, any other
guarantor, the Borrower or any other Guaranteed Party, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other Guarantor, any other guarantor, the
Borrower or any other Guaranteed Party and whether or not any other Guarantor,
any other guarantor, the Borrower or any other Guaranteed Party be joined in
any such action or actions.  Each
Guarantor waives, to the fullest extent permitted by law, the benefits of any
statute of limitations affecting its liability hereunder or the enforcement
thereof.  Any payment by the Borrower or
any other Guaranteed Party or other circumstance which operates to toll any
statute of limitations as to the Borrower or any other Guaranteed Party shall
operate to toll the statute of limitations as to each Guarantor.


 


5.  Any Secured Creditor may at any time and
from time to time without the consent of, or notice to, any Guarantor, without
incurring responsibility to such Guarantor, without impairing or releasing the
obligations of such Guarantor hereunder, upon or without any terms or
conditions and in whole or in part:


 


(a)  change the manner, place or terms of payment
of, and/or change, increase or extend the time of payment of, renew or alter,
any of the Guaranteed Obligations (including any increase or decrease in the
rate of interest thereon or the principal amount thereof), any security
therefor, or any liability incurred directly or indirectly in respect thereof, and
the guaranty herein made shall apply to the Guaranteed Obligations as so
changed, extended, renewed or altered;


 


(b)  take and hold security for the payment of
the Guaranteed Obligations and sell, exchange, release, surrender, impair,
realize upon or otherwise deal with in any manner and in any order any property
by whomsoever at any time pledged or mortgaged to secure, or howsoever
securing, the Guaranteed Obligations or any liabilities (including any of those


 


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hereunder) incurred directly or indirectly in respect
thereof or hereof, and/or any offset there against;


 


(c)  exercise or refrain from exercising any
rights against the Borrower, any other 
Guaranteed Party, any other Credit Party, any Subsidiary thereof or
otherwise act or refrain from acting;


 


(d)  release or substitute any one or more
endorsers, Guarantors, other guarantors, the Borrower, any other Guaranteed
Party, or other obligors;


 


(e)  settle or compromise any of the Guaranteed
Obligations, any security therefor or any liability (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, and
may subordinate the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower or any other Guaranteed Party to
creditors of the Borrower or such other Guaranteed Party other than the Secured
Creditors;


 


(f)  apply any sums by whomsoever paid or
howsoever realized to any liability or liabilities of the Borrower or any other
Guaranteed Party to the Secured Creditors regardless of what liabilities of the
Borrower or such other Guaranteed Party remain unpaid;


 


(g)  consent to or waive any breach of, or any
act, omission or default under, any of the Interest Rate Protection Agreements
or Other Hedging Agreements, the Credit Documents or any of the instruments or
agreements referred to therein, or otherwise amend, modify or supplement (in
accordance with their terms) any of the Interest Rate Protection Agreements or
Other Hedging Agreements, the Credit Documents or any of such other instruments
or agreements;


 


(h)  act or fail to act in any manner which may
deprive such Guarantor of its right to subrogation against the Borrower or any
other Guaranteed Party to recover full indemnity for any payments made pursuant
to this Guaranty; and/or


 


(i)  take any other action which would, under
otherwise applicable principles of common law, give rise to a legal or
equitable discharge of such Guarantor from its liabilities under this Guaranty.


 


6.  This Guaranty is a continuing one and all
liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon.  No failure or delay on the part of any
Secured Creditor in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.  The rights and remedies herein expressly
specified are cumulative and not exclusive of any rights or remedies which any
Secured Creditor would otherwise have hereunder.  No notice to or demand on any Guarantor in
any case shall entitle such Guarantor to any other further notice or demand in
similar or other circumstances or constitute a waiver of the rights of any
Secured Creditor to any other or further action in any circumstances without
notice or demand.  It is not necessary
for any Secured Creditor to inquire into the capacity or powers of the Borrower
or any other Guaranteed Party or the officers, directors, partners or agents
acting or purporting to act on its or their behalf, and any


 


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indebtedness made or created in reliance upon the
professed exercise of such powers shall be guaranteed hereunder.


 


7.  Any indebtedness of the Borrower or any
other Guaranteed Party now or hereafter held by any Guarantor is hereby
subordinated to the indebtedness of the Borrower or such other Guaranteed Party
to the Secured Creditors, and such indebtedness of the Borrower or such other
Guaranteed Party to any Guarantor, if the Administrative Agent or the
Collateral Agent, after the occurrence and during the continuance of an Event
of Default, so requests, shall be collected, enforced and received by such
Guarantor as trustee for the Secured Creditors and be paid over to the Secured
Creditors on account of the indebtedness of the Borrower or the other Guaranteed
Parties to the Secured Creditors, but without affecting or impairing in any
manner the liability of such Guarantor under the other provisions of this
Guaranty.  Without limiting the
generality of the foregoing, each Guarantor hereby agrees with the Secured
Creditors that it will not exercise any right of subrogation which it may at
any time otherwise have as a result of this Guaranty (whether contractual,
under Section 509 of the Bankruptcy Code or otherwise) until all
Guaranteed Obligations have been irrevocably paid in full in cash.


 


8.  (a) 
Each Guarantor waives any right (except as shall be required by
applicable law and cannot be waived) to require the Secured Creditors to:  (i) proceed against the Borrower, any
other Guaranteed Party, any other Guarantor, any other guarantor of the
Guaranteed Obligations or any other party; (ii) proceed against or exhaust
any security held from the Borrower, any other Guaranteed Party, any other
Guarantor, any other guarantor of the Guaranteed Obligations or any other
party; or (iii) pursue any other remedy in the Secured Creditors’ power
whatsoever. Each Guarantor waives any defense based on or arising out of any
defense of the Borrower, any other Guaranteed Party, any other Guarantor, any
other guarantor of the Guaranteed Obligations or any other party other than
payment in full of the Guaranteed Obligations, including, without limitation,
any defense based on or arising out of the disability of the Borrower, any
other Guaranteed Party, any other Guarantor, any other guarantor of the
Guaranteed Obligations or any other party, or the unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation
from any cause of the liability of the Borrower or any other Guaranteed Party
other than payment in full of the Guaranteed Obligations.  The Secured Creditors may, at their election,
foreclose on any security held by the Administrative Agent, the Collateral
Agent or the other Secured Creditors by one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable,
or exercise any other right or remedy the Secured Creditors may have against
the Borrower, any other Guaranteed Party or any other party, or any security,
without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Guaranteed Obligations have been paid in
full in cash.  Each Guarantor waives any
defense arising out of any such election by the Secured Creditors, even though
such election operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against the Borrower,
any other Guaranteed Party or any other party or any security.


 


(b)  Each Guarantor waives all presentments,
promptness, diligence, demands for performance, protests and notices,
including, without limitation, notices of nonperformance, notices of protest,
notices of dishonor, notices of acceptance of this Guaranty, and notices of the
existence, creation or incurring of new or additional indebtedness.  Each Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower’s and each other Guaranteed


 


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Party’s financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which such Guarantor
assumes and incurs hereunder, and agrees that the Secured Creditors shall have
no duty to advise any Guarantor of information known to them regarding such
circumstances or risks.


 


Each Guarantor warrants and agrees that each of the
waivers set forth above in this Section 8 is made with full knowledge of
its significance and consequences and that if any of such waivers are
determined to be contrary to any applicable law or public policy, such waivers
shall be effective only to the maximum extent permitted by law.


 


9.  (a)      The
Secured Creditors agree that this Guaranty may be enforced only by the action
of the Administrative Agent or the Collateral Agent, in each case acting upon
the instructions of the Lenders (or, after the date on which all Credit
Document Obligations have been paid in full, the holders of at least a majority
of the outstanding Other Obligations) and that no other Secured Creditors shall
have any right individually to seek to enforce or to enforce this Guaranty, it
being understood and agreed that such rights and remedies may be exercised by
the Administrative Agent or the Collateral Agent or, after all the Credit
Document Obligations have been paid in full, by the holders of at least a
majority of the outstanding Other Obligations, as the case may be, for the
benefit of the Secured Creditors upon the terms of this Guaranty.  The Secured Creditors further agree that this
Guaranty may not be enforced against any director, officer, employee, partner,
member or stockholder of any Guarantor (except to the extent such partner,
member or stockholder is also a Guarantor hereunder).


 


(b)           The
Administrative Agent and Collateral Agent will hold in accordance with this
Guaranty all collateral at any time received under this Guaranty. It is
expressly understood and agreed by each Secured Creditor that by accepting the
benefits of this Guaranty each such Secured Creditor acknowledges and agrees
that the obligations of the Administrative Agent and Collateral Agent as
enforcer of this Guaranty and interests herein are only those expressly set
forth in this Guaranty and in Section 12 of the Credit Agreement.  The Administrative Agent and the Collateral
Agent shall act hereunder on the terms and conditions set forth herein and in Section 13
of the Credit Agreement.


 


10.  In order to induce the Lenders to make
Loans to the Borrower pursuant to the Credit Agreement, and in order to induce
the Other Creditors to execute, deliver and perform the Interest Rate
Protection Agreements and Other Hedging Agreements, each Guarantor represents,
warrants and covenants that:


 


(a)  Such Guarantor (i) is a duly
organized and validly existing corporation, limited partnership or limited
liability company, as the case may be, in good standing under the laws of the
jurisdiction of its incorporation or formation, (ii) has the corporate or
other applicable power and authority, as the case may be, to own its property
and assets and to transact the business in which it is currently engaged and
presently proposes to engage and (iii) is duly qualified and is authorized
to do business and is in good standing in each jurisdiction where the conduct
of its business as currently conducted requires such qualification, except for
failures to be so qualified which, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.


 


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(b)  Such Guarantor has the corporate or
other applicable power and authority to execute, deliver and perform the terms
and provisions of this Guaranty and each other Credit Document to which it is a
party and has taken all necessary corporate or other applicable action to
authorize the execution, delivery and performance by it of this Guaranty and
each such other Credit Document.  Such
Guarantor has duly executed and delivered this Guaranty and each other Credit
Document to which it is a party, and this Guaranty and each such other Credit
Document constitutes the legal, valid and binding obligation of such Guarantor
enforceable against such Guarantor in accordance with its terms, except to the
extent that the enforceability hereof or 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).


 


(c)  Neither the execution, delivery or
performance by such Guarantor of this Guaranty or any other Credit Document to
which it is a party, nor compliance by it with the terms and provisions hereof
and thereof, will (i) contravene any provision of any applicable law,
statute, rule or regulation or any applicable order, writ, injunction or
decree of any court or governmental instrumentality, (ii) 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 Lien (except pursuant to the
Security Documents) upon any of the material properties or assets of such
Guarantor or any of its Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement or credit agreement, or any other
material agreement, contract or instrument, to which such Guarantor or any of
its Subsidiaries is a party or by which it or any of its material property or
assets is bound or to which it may be subject or (iii) violate any
provision of the Certificate of Incorporation or By-Laws (or equivalent
organizational documents) of such Guarantor or any of its Subsidiaries.


 


(d)  No order, consent, approval, license,
authorization or validation of, or filing, recording or registration with
(except as have been obtained or made or, in the case of any filings or
recordings of the Security Documents (other than the Vessel Mortgages) executed
on or before the Initial Borrowing Date, will be made within 10 days of the
Initial Borrowing Date), or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required
in connection with, (i) the execution, delivery and performance of this
Guaranty by such Guarantor or any other Credit Document to which such Guarantor
is a party or (ii) the legality, validity, binding effect or
enforceability of this Guaranty or any other Credit Document to which such
Guarantor is a party.


 


(e)  There are no actions, suits or
proceedings pending or, to such Guarantor’s knowledge, threatened (i) with
respect to this Guaranty or any other Credit Document to which such Guarantor
is a party or (ii) with respect to such Guarantor or any of its
Subsidiaries that, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.


 


11.  Each Guarantor covenants and agrees that
on and after the Effective Date and until the termination of the Commitments
and all Interest Rate Protection Agreements and Other Hedging Agreements
entered into with respect to the Loans and until such time as no Term Notes and
no Revolving Notes remain outstanding and all Guaranteed Obligations have been


 


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paid in full, such Guarantor will comply, and will
cause each of its Subsidiaries to comply, with all of the applicable
provisions, covenants and agreements contained in Sections 8 and 9 of the
Credit Agreement, and will take, or will refrain from taking, as the case may
be, all actions that are necessary to be taken or not taken so that it is not
in violation of any provision, covenant or agreement contained in Section 8
or 9 of the Credit Agreement, and so that no Default or Event of Default is
caused by the actions of such Guarantor or any of its Subsidiaries.


 


12.  The Guarantors hereby jointly and
severally agree to pay all reasonable out-of-pocket costs and expenses of (i) each
Secured Creditor in connection with the enforcement of this Guaranty
(including, without limitation, the reasonable fees and disbursements of
counsel employed by each Secured Creditor) and (ii) the Administrative
Agent in connection with any amendment, waiver or consent relating hereto
(including, without limitation, the reasonable fees and disbursements of
counsel employed by the Administrative Agent).


 


13.  This Guaranty shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of the
Secured Creditors and their successors and assigns.


 


14.  Neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated except with the written
consent of each Guarantor directly affected thereby and with the written
consent of (x) the Administrative Agent (or, to the extent required by Section 13.12
of the Credit Agreement, with the written consent of the Required Lenders) at
all times prior to the time on which all Credit Document Obligations have been
paid in full or (y) the holders of at least a majority of the outstanding Other
Obligations at all times after the time on which all Credit Document
Obligations have been paid in full; provided, that any change, waiver,
modification or variance affecting the rights and benefits of a single Class (as
defined below) of Secured Creditors (and not all Secured Creditors in a like or
similar manner) shall also require the written consent of the Requisite
Creditors (as defined below) of such Class of Secured Creditors (it being
understood that the addition or release of any Guarantor hereunder shall not
constitute a change, waiver, discharge or termination affecting any Guarantor
other than the Guarantor so added or released). 
For the purpose of this Guaranty, the term “Class” shall mean each class
of Secured Creditors, i.e., whether (x) the Lender Creditors as holders
of the Credit Document Obligations or (y) the Other Creditors as the holders of
the Other Obligations.  For the purpose
of this Guaranty, the term “Requisite Creditors” of any Class shall mean
(x) with respect to the Credit Document Obligations, the Required Lenders (or,
to the extent required by Section 13.12 of the Credit Agreement, each
Lender) and (y) with respect to the Other Obligations, the holders of at least
a majority of all obligations outstanding from time to time under the Interest
Rate Protection Agreements and Other Hedging Agreements entered into with
respect to the Loans (and/or the Commitments).


 


15.  Each Guarantor acknowledges that an
executed (or conformed) copy of each of the Credit Documents and each existing
Interest Rate Protection Agreements or Other Hedging Agreements has been made
available to a senior officer of such Guarantor and such officer is familiar
with the contents thereof.


 


16.  In addition to any rights now or hereafter
granted under applicable law (including, without limitation, Section 151
of the New York Debtor and Secured Creditor Law) and not by way of limitation
of any such rights, upon the occurrence and during the continuance


 


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of an Event of Default (such term to mean and include
any “Event of Default” as defined in the Credit Agreement and any payment
default under any Interest Rate Protection Agreement or Other Hedging Agreement
continuing after any applicable grace period), each Secured Creditor is hereby
authorized, at any time or from time to time, without notice to any Guarantor
or to any other Person, any such notice being expressly waived, to set off and
to appropriate and apply any and all deposits (general or special) and any
other indebtedness at any time held or owing by such Secured Creditor to or for
the credit or the account of such Guarantor, against and on account of the
obligations and liabilities of such Guarantor to such Secured Creditor under
this Guaranty, irrespective of whether or not such Secured Creditor shall have
made any demand hereunder and although said obligations, liabilities, deposits
or claims, or any of them, shall be contingent or unmatured.


 


17.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telexed, telegraphic or telecopier communication) and
mailed, telexed, telecopied or delivered: 
if to any Guarantor, at c/o General Maritime Corporation, as agent, 299
Park Avenue, New York, New York, 10171-0002, with copies to Kramer Levin
Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New
York 10036, Attention Thomas E. Molner, Esq., Telephone No.: (212) 715-9100,
Telecopier No.: (212) 715-8028; if to any Secured Creditor, at its address
specified opposite its name on Schedule II to the Credit Agreement; and if
to the Administrative Agent, at its address specified opposite its name on Schedule II
to the Credit Agreement; or, as to any other Credit Party, at such other
address as shall be designated by such party in a written notice to the other
parties hereto and, as to each Secured Creditor, at such other address as shall
be designated by such Secured Creditor in a written notice to the Borrower and
the Administrative Agent.  All such
notices and communications shall, (i) when mailed, be effective three
Business Days after being deposited in the mails, prepaid and properly
addressed for delivery, (ii) when sent by overnight courier, be effective
one Business Day after delivery to the overnight courier prepaid and properly
addressed for delivery on such next Business Day, or (iii) when sent by
telex or telecopier, be effective when sent by telex or telecopier, except that
notices and communications to the Administrative Agent or any Guarantor shall
not be effective until received by the Administrative Agent or such Guarantor,
as the case may be.


 


18.  If claim is ever made upon any Secured
Creditor for repayment or recovery of any amount or amounts received in payment
or on account of any of the Guaranteed Obligations and any of the aforesaid
payees repays all or part of said amount by reason of (i) any judgment,
decree or order of any court or administrative body having jurisdiction over
such payee or any of its property or (ii) any settlement or compromise of
any such claim effected by such payee with any such claimant (including the
Borrower or any other Guaranteed Party) then and in such event each Guarantor
agrees that any such judgment, decree, order, settlement or compromise shall be
binding upon such Guarantor, notwithstanding any revocation hereof or other
instrument evidencing any liability of the Borrower or any other Guaranteed
Party, and such Guarantor shall be and remain liable to the aforesaid payees
hereunder for the amount so repaid or recovered to the same extent as if such
amount had never originally been received by any such payee.


 


19.  b)  THIS SUBSIDIARIES GUARANTY AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS
OTHERWISE PROVIDED


 


9





















 


IN CERTAIN OF THE EXISTING VESSEL MORTGAGES, BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN TITLE 14 OF ARTICLE 5
OF THE GENERAL OBLIGATIONS LAW).  Any legal action or proceeding with
respect to this Guaranty or any other Credit Document to which any Guarantor is
a party may be brought in the courts of the State of New York or of the United
States of America for the Southern District of New York in each case which are
located in the City of New York, and, by execution and delivery of this
Guaranty, each Guarantor hereby irrevocably accepts for itself and in respect
of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts.  Each Guarantor hereby
further irrevocably waives (to the fullest extent permitted by applicable law)
any claim that any such court lacks personal jurisdiction over such Guarantor,
and agrees not to plead or claim in any legal action or proceeding with respect
to this Guaranty or any other Credit Document to which such Guarantor is a
party brought in any of the aforesaid courts that any such court lacks personal
jurisdiction over such Guarantor.  Each
Guarantor further irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such
Guarantor at its address set forth in Section 17 hereof, such service to
become effective 30 days after such mailing. 
Each Guarantor hereby irrevocably waives (to the fullest extent
permitted by applicable law) any objection to such service of process and
further irrevocably waives and agrees not to plead or claim in any action or
proceeding commenced hereunder or under any other Credit Document to which such
Guarantor is a party that such service of process was in any way invalid or
ineffective. Nothing herein shall affect the right of any of the Secured
Creditors to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against each Guarantor in any other
jurisdiction.


 


(b)  Each Guarantor hereby irrevocably
waives (to the fullest extent permitted by applicable law) any objection which
it may now or hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with this Guaranty or
any other Credit Document to which such Guarantor is a party brought in the
courts referred to in clause (a) above and hereby further irrevocably
waives (to the fullest extent permitted by applicable law) and agrees not to plead
or claim in any such court that such action or proceeding brought in any such
court has been brought in an inconvenient forum.


 


(c)  EACH GUARANTOR AND EACH SECURED
CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY
IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT
DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.


 


20.  In the event that all of the capital stock
or other equity interests of one or more Guarantors is sold or otherwise
disposed of or liquidated in compliance with the requirements of Section 9.02
of the Credit Agreement (or such sale or other disposition has been approved in
writing by the Required Lenders (or all the Lenders if required by Section 13.12
of the Credit Agreement)) and the proceeds of such sale, disposition or
liquidation are applied in accordance with the provisions of the Credit
Agreement, to the extent applicable, such


 


10





















 


Guarantor shall upon consummation of such sale or
other disposition (except to the extent that such sale or disposition is to the
Borrower or another Subsidiary thereof) be released from this Guaranty
automatically and without further action and this Guaranty shall, as to each
such Guarantor or Guarantors, terminate, and have no further force or effect
(it being understood and agreed that the sale of one or more Persons that own,
directly or indirectly, all of the capital stock or other equity interests of
any Guarantor shall be deemed to be a sale of such Guarantor for the purposes
of this Section 20).


 


21.  At any time a payment in respect of the
Guaranteed Obligations is made under this Guaranty, the right of contribution
of each Guarantor against each other Guarantor shall be determined as provided
in the immediately following sentence, with the right of contribution of each
Guarantor to be revised and restated as of each date on which a payment (a “Relevant
Payment”) is made on the Guaranteed Obligations under this Guaranty.  At any time that a Relevant Payment is made
by a Guarantor that results in the aggregate payments made by such Guarantor in
respect of the Guaranteed Obligations to and including the date of the Relevant
Payment exceeding such Guarantor’s Contribution Percentage (as defined below)
of the aggregate payments made by all Guarantors in respect of the Guaranteed
Obligations to and including the date of the Relevant Payment (such excess, the
“Aggregate Excess Amount”), each such Guarantor shall have a right of
contribution against each other Guarantor who has made payments in respect of
the Guaranteed Obligations to and including the date of the Relevant Payment in
an aggregate amount less than such other Guarantor’s Contribution Percentage of
the aggregate payments made to and including the date of the Relevant Payment
by all Guarantors in respect of the Guaranteed Obligations (the aggregate
amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to
(x) a fraction the numerator of which is the Aggregate Excess Amount of such
Guarantor and the denominator of which is the Aggregate Excess Amount of all
Guarantors multiplied by (y) the Aggregate Deficit Amount of such other
Guarantor.  A Guarantor’s right of
contribution pursuant to the preceding sentences shall arise at the time of
each computation, subject to adjustment to the time of each computation; provided
that no Guarantor may take any action to enforce such right until the
Guaranteed Obligations have been paid in full in cash, it being expressly
recognized and agreed by all parties hereto that any Guarantor’s right of
contribution arising pursuant to this Section 21 against any other
Guarantor shall be expressly junior and subordinate to such other Guarantor’s
obligations and liabilities in respect of the Guaranteed Obligations and any
other obligations owing under this Guaranty. 
As used in this Section 21:  (i) each
Guarantor’s “Contribution Percentage” shall mean the percentage obtained by
dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y)
the aggregate Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net
Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as
defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth”
of each Guarantor shall mean the amount by which the fair saleable value of
such Guarantor’s assets on the date of any Relevant Payment exceeds its
existing debts and other liabilities (including contingent liabilities, but
without giving effect to any Guaranteed Obligations arising under this Guaranty
or any guaranteed obligations arising under any guaranty of the Senior Notes)
on such date.  All parties hereto
recognize and agree that, except for any right of contribution arising pursuant
to this Section 21, each Guarantor who makes any payment in respect of the
Guaranteed Obligations shall have no right of contribution or subrogation
against any other Guarantor in respect of such payment until all of the
Guaranteed Obligations have been irrevocably paid in full in cash.  Each of the Guarantors recognizes and
acknowledges that the rights to contribution arising hereunder shall constitute
an


 


11





















 


asset in favor of the party entitled to such
contribution.  In this connection, each
Guarantor has the right to waive its contribution right against any Guarantor
to the extent that after giving effect to such waiver such Guarantor would remain
solvent, in the determination of the Required Lenders.


 


22.  Each Guarantor and each Secured Creditor
(by its acceptance of the benefits of this Guaranty) hereby confirms that it is
its intention that this Guaranty not constitute a fraudulent transfer or
conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or
state law.  To effectuate the foregoing
intention, each Guarantor and each Secured Creditor (by its acceptance of the
benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed
Obligations guaranteed by such Guarantor shall be limited to such amount as
will, after giving effect to such maximum amount and all other (contingent or
otherwise) liabilities of such Guarantor that are relevant under such laws and
after giving effect to any rights to contribution pursuant to any agreement
providing for an equitable contribution among such Guarantor and the other
Guarantors, result in the Guaranteed Obligations of such Guarantor in respect
of such maximum amount not constituting a fraudulent transfer or conveyance.


 


23.  This Guaranty may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original
(including if delivered by facsimile transmission), but all of which shall
together constitute one and the same instrument.  A set of counterparts executed by all the
parties hereto shall be lodged with the Guarantors and the Administrative
Agent.


 


24.  (a) All payments made by any
Guarantor hereunder will be made without setoff, counterclaim or other defense,
will be made in the currency or currencies in which the respective Guaranteed
Obligations are then due and payable and will be made on the same basis as
payments are made by the Borrower under Sections 4.03 and 4.04 of the Credit
Agreement.


 


(b) The Guarantors’ obligations hereunder to make
payments in the respective currency or currencies in which the respective
Guaranteed Obligations are required to be paid (such currency being herein
called the “Obligation Currency”) shall not be discharged or satisfied by any
tender or recovery pursuant to any judgment expressed in or converted into any
currency other than the Obligation Currency, except to the extent that such
tender or recovery results in the effective receipt by the Administrative
Agent, the Collateral Agent or the respective other Secured Creditor of the
full amount of the Obligation Currency expressed to be payable to the
Administrative Agent, the Collateral Agent or such other Secured Creditor under
this Guaranty or the other Credit Documents or any Interest Rate Protection
Agreement or Other Hedging Agreement, as applicable.  If for the purpose of obtaining or enforcing
judgment against any Guarantor in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other than the Obligation
Currency (such other currency being hereinafter referred to as the “Judgment
Currency”) an amount due in the Obligation Currency, the conversion shall be
made, at the rate of exchange (quoted by the Administrative Agent, determined,
in each case, as of the date immediately preceding the day on which the
judgment is given (such Business Day being hereinafter referred to as the “Judgment
Currency Conversion Date”).


 


12





















 


(c)  If there is a change in the rate of exchange
prevailing between the Judgment Currency Conversion Date and the date of actual
payment of the amount due, the Guarantors jointly and severally covenant and
agree to pay, or cause to be paid, such additional amounts, if any (but in any
event not a lesser amount), as may be necessary to ensure that the amount paid
in the Judgment Currency, when converted at the rate of exchange prevailing on
the date of payment, will produce the amount of the Obligation Currency which
could have been purchased with the amount of Judgment Currency stipulated in
the judgment or judicial award at the rate or exchange prevailing on the
Judgment Currency Conversion Date.


 


(d)  For purposes of determining the Relevant
Currency Equivalent or any other rate of exchange for this Section 24,
such amounts shall include any premium and costs payable in connection with the
purchase of the Obligation Currency.


 


25.  It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Guaranty after the date hereof pursuant to the Credit Agreement shall automatically
become a Guarantor hereunder by executing a counterpart hereof and/or a
Subsidiary assumption agreement, in each case in form and substance satisfactory
to the Administrative Agent, and delivering the same to the Administrative
Agent.


 


*  *  *


 


13





















 


IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and
delivered as of the date first above written.


 


	
   

  	
  GMR
  ADMINISTRATION CORP.,

  
	
   

  	
  GMR AGAMEMNON
  LLC,

  
	
   

  	
  GMR AJAX LLC,

  
	
   

  	
  GMR ALEXANDRA
  LLC,

  
	
   

  	
  GMR ALTA LLC,

  
	
   

  	
  GMR ARGUS LLC,

  
	
   

  	
  GMR ARISTON LLC,

  
	
   

  	
  GMR BOSS LLC,

  
	
   

  	
  GMR CHALLENGER
  LLC,

  
	
   

  	
  GMR CHAMP LLC,

  
	
   

  	
  GMR COMMANDER
  LLC,

  
	
   

  	
  GMR CONQUEROR
  LLC,

  
	
   

  	
  GMR CONSTANTINE
  LLC,

  
	
   

  	
  GMR DEFIANCE
  LLC,

  
	
   

  	
  GMR ENDURANCE
  LLC,

  
	
   

  	
  GMR GABRIEL LLC,

  
	
   

  	
  GMR GEORGE LLC,

  
	
   

  	
  GMR GULF LLC,

  
	
   

  	
  GMR HECTOR LLC,

  
	
   

  	
  GMR HONOUR LLC,

  
	
   

  	
  GMR HOPE LLC,

  
	
   

  	
  GMR HORN LLC,

  
	
   

  	
  GMR KESTREL LLC,

  
	
   

  	
  GMR LEONIDAS
  LLC,

  
	
   

  	
  GMR MACEDON LLC,

  
	
   

  	
  GMR MINOTAUR
  LLC,

  
	
   

  	
  GMR NESTOR LLC,

  
	
   

  	
  GMR ORION LLC,

  
	
   

  	
  GMR PERICLES
  LLC,

  
	
   

  	
  GMR PHOENIX LLC,

  
	
   

  	
  GMR PRINCESS
  LLC,

  
	
   

  	
  GMR PROGRESS
  LLC,

  
	
   

  	
  GMR PROMETHEUS
  LLC,

  
	
   

  	
  GMR REVENGE LLC,

  
	
   

  	
  GMR SKY LLC,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  GMR SPARTIATE
  LLC,

  
	
   

  	
  GMR SPIRIT LLC,

  
	
   

  	
  GMR SPYRIDON
  LLC,

  
	
   

  	
  GMR STAR LLC,

  
	
   

  	
  GMR STRENGTH
  LLC,

  
	
   

  	
  GMR SUN LLC,

  
	
   

  	
  GMR TRADER LLC,

  
	
   

  	
  GMR TRUST LLC,

  
	
   

  	
  GMR ZOE LLC,

  
	
   

  	
  GMR NEWBUILDING
  1, LLC,

  
	
   

  	
  GMR NEWBUILDING
  2, LLC,

  
	
   

  	
  GMR NEWBUILDING
  3, LLC,

  
	
   

  	
  GMR NEWBUILDING
  4, LLC,

  
	
   

  	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
   

  	
  GMR CENTAUR LLC,

  
	
   

  	
  GMR HARRIET LLC,

  
	
   

  	
  GMR TRANSPORTER LLC,

  
	
   

  	
  GMR TRAVELLER LLC,

  
	
   

  	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C. Georgiopoulos

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL MARITIME MANAGEMENT LLC,

  
	
   

  	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John N. Mortsakis

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


	
  Accepted and Agreed to:

  	
   

  
	
  NORDEA BANK FINLAND PLC, NEW YORK BRANCH,

  	
   

  
	
  as
  Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Hans Chr. Kjelsrud

  	
   

  	
   

  
	
   

  	
  Name:  Hans
  Chr. Kjelsrud

  	
   

  
	
   

  	
  Title:   
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Anne Engen

  	
   

  	
   

  
	
   

  	
  Name:  Anne Engen

  	
   

  
	
   

  	
  Title:    Vice President