Exhibit 10.11

 

AMENDMENT

TO SUBSCRIPTION AGREEMENT

 

THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is dated as of May 7, 2015 and is entered into by and among General Maritime Corporation (“GenMar”), OCM Marine Holdings TP, L.P. (“Holdings”) and the shareholders listed on the signature pages hereto (the “Shareholders”), and is made with reference to that certain Subscription Agreement, dated as of December 12, 2013 by and among GenMar, Holdings and the Shareholders (the “Subscription Agreement”). Capitalized terms used, but not defined herein, shall have the meaning given in the Subscription Agreements.

 

RECITALS

 

WHEREAS, the parties to this Amendment (i) constitute the requisite parties to the Subscription Agreement required to amend the Subscription Agreement and (ii) desire to provide their written consent to amend and modify the Subscription Agreement as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the promises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

 

SECTION I. AMENDMENTS TO SUBSCRIPTION AGREEMENT

 

A.            Section 1.4 of the Subscription Agreement is hereby amended and restated in its entirety as follows:

 

“Equity Documents. At the Closing, the Company, Holdings, each Purchaser and each Purchaser Assignee, if any, shall each execute and deliver the Shareholders’ Agreement, substantially in the form attached hereto as Exhibit B, and the Company, Holdings, each Purchaser and each Purchaser Assignee, if any, shall execute and deliver a joinder to the Registration Agreement, substantially in the form attached hereto as Exhibit C (the “Joinder Agreement”). Notwithstanding anything to the contrary in the Shareholders’ Agreement or the Restated Charter, except in connection with an Approved Sale (as defined in the Restated Charter), and except as otherwise consented to by the Company (a) from the date hereof through the consummation of the first underwritten public offering by the Company registered under the Securities Act after May 17, 2012 (the “IPO”), no Purchaser and no Purchaser Assignee shall, and each of their respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Company Shares to any Competitor and each transferee of any Company Shares shall, concurrent with and as a condition precedent to, any transfer of Company Shares, execute and deliver to the Company a joinder agreement to this Section 1.4, and (b) at any time following the consummation of the IPO, no Purchaser and no Purchaser Assignee shall,

 











 

and each of their respective transferees and any subsequent transferees shall not, directly or indirectly, transfer, sell, assign or otherwise dispose of any interest in any Company Shares to any person known by Purchaser or Purchaser Assignee, as the case may be, to be a Competitor.”

 

B.            Section 5.6 of the Subscription Agreement is hereby amended by deleting the first paragraph thereof in its entirety and replacing it as follows:

 

“Legends.       Such Purchaser understands that the Company Shares, Alternative Shares or Warrants, as applicable, and any securities issued in respect of or exchange for the Company Shares, Alternative Shares or Warrants, as applicable, may, except as otherwise consented to by the Company, bear one or all of the following legends:”

 

SECTION II. MISCELLANEOUS

 

A.    Reference to and Effect on the Subscription Agreement.

 

i.                  On and after the date hereof, each reference in the Subscription Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Subscription Agreement shall mean and be a reference to the Subscription Agreement as amended by this Amendment.

 

ii.               Except as specifically amended by this Amendment, the Subscription Agreement shall remain in full force and effect and is hereby ratified and confirmed.

 

B.            Consent. In addition to the other agreements set forth herein, by entering into this Amendment, the Shareholder consents, including pursuant to Section 8.10 of the Subscription Agreement, to any amendments, modifications or waivers of or in respect of the Subscription Agreement set forth herein. Entry by a person into this Amendment shall not be deemed to be an admission by any person that the Shareholder’s consent was needed for the effectiveness of this Amendment.

 

C.            Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

 

D.            Applicable Law, Miscellaneous. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 8.3 AND 8.11 OF THE SUBSCRIPTION AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AND MADE A PART HEREOF, MUTATIS MUTANDIS.

 

E.             Counterparts. This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, and all of which when taken together shall constitute a single

 

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contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission (e.g., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

 

[Remainder of this page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered, all as of the date first set forth above.

 

	
 
    	
COMPANY:
    
	
 
    	
 
    
	
 
    	
GENERAL   MARITIME CORPORATION
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ [Illegible]
    
	
 
    	
Name:
    
	
 
    	
Title:
    


 

[Signature Page to Amendment to Subscription Agreement]

 












 

	
HOLDINGS:
    	
 
    
	
 
    	
 
    
	
OCM   MARINE HOLDINGS TP, L.P.
    	
 
    
	
 
    	
 
    
	
By: OCM Marine   GP CTB, Ltd.
    	
 
    
	
Its: General Partner
    	
 
    
	
 
    	
 
    
	
By: Oaktree   Capital Management, L.P.
    	
 
    
	
Its: Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Amy Rice
    	
 
    
	
Name:
    	
Amy Rice
    	
 
    
	
Title:
    	
Senior Vice   President
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Adam Pierce
    	
 
    
	
Name:
    	
Adam Pierce
    	
 
    
	
Title:
    	
Managing   Director
    	
 
    


 

[Signature Page to Amendment to Subscription Agreement]

 











 

	
OAKTREE:
    	
 
    
	
 
    	
 
    
	
OCM   MARINE HOLDINGS TP, L.P.
    	
 
    
	
 
    	
 
    
	
By: OCM Marine   GP CTB, Ltd.
    	
 
    
	
Its: General Partner
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By: Oaktree   Capital Management, L.P.
    	
 
    
	
Its: Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Amy Rice
    	
 
    
	
Name:
    	
Amy Rice
    	
 
    
	
Title:
    	
Senior Vice   President
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Adam Pierce
    	
 
    
	
Name:
    	
Adam Pierce
    	
 
    
	
Title:
    	
Managing Director
    	
 
    


 

[Signature Page to Amendment to Subscription Agreement]

 











 

	
ARF   II MARITIME HOLDINGS, LLC
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Timothy J.   Hart
    	
 
    
	
Name:
    	
Timothy J. Hart
    	
 
    
	
Title:
    	
Vice President,   Secretary & General Counsel
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
AURORA   RESURGENCE FUND II, LP
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Timothy J.   Hart
    	
 
    
	
Name:
    	
Timothy J. Hart
    	
 
    
	
Title:
    	
Vice President,   Secretary & General Counsel
    	
 
    


 

[Signature Page to Amendment to Subscription Agreement]

 











 

	
BAMBOULA   PARTNERS LP
    	
 
    
	
 
    	
 
    
	
By: Bamboula GP   LLC, its General Partner
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Lewis M.   Linn
    	
 
    
	
Name:
    	
Lewis M. Linn
    	
 
    
	
Title:
    	
President
    	
 
    


 

[Signature Page to Amendment to Subscription Agreement]

 











 

	
BLACKROCK   FUNDS II, BLACKROCK HIGH YIELD BOND PORTFOLIO
    	
 
    
	
 
    	
 
    
	
By: BlackRock   Financial Management, Inc., its Sub-Adviser
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ David   Trucano
    	
 
    
	
Name:
    	
David Trucano
    	
 
    
	
Title:
    	
Managing   Director
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
BLACKROCK   CORPORATE HIGH YIELD FUND, INC.
    	
 
    
	
 
    	
 
    
	
By: BlackRock   Financial Management, Inc., its Sub-Adviser
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ David   Trucano
    	
 
    
	
Name:
    	
David Trucano
    	
 
    
	
Title:
    	
Managing   Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
MET   INVESTORS SERIES TRUST — BLACKROCK HIGH YIELD PORTFOLIO
    	
 
    
	
 
    	
 
    
	
By: BlackRock   Financial Management, Inc., its Sub-Adviser
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ David   Trucano
    	
 
    
	
Name:
    	
David Trucano
    	
 
    
	
Title:
    	
Managing   Director
    	
 
    


 

[Signature Page to Amendment to Subscription Agreement]

 











 

	
SHUN   LEE DYNASTY HOLDINGS LP
    	
 
    
	
 
    	
 
    
	
By: Julytoon   Investments GP LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Lewis M.   Linn
    	
 
    
	
Name:
    	
Lewis M. Linn
    	
 
    
	
Title:
    	
President
    	
 
    


 

[Signature Page to Amendment to Subscription Agreement]

 











 

	
THE   ANSCHUTZ FOUNDATION
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Thomas G.   Kundert
    	
 
    
	
Name:
    	
Thomas G.   Kundert
    	
 
    
	
Title:
    	
Assistant   Treasurer
    	
 
    


 

[Signature Page to Amendment to Subscription Agreement]

 











 

	
TWIN   HAVEN SPECIAL OPPORTUNITIES FUND IV, L.P.
    	
 
    
	
 
    	
 
    
	
By: Twin Haven   Capital Partners, LLC, as Investment Manager
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Michael   Vinci
    	
 
    
	
Name:
    	
Michael Vinci
    	
 
    
	
Title:
    	
COO/CFO
    	
 
    


 

[Signature Page to Amendment to Subscription Agreement]