Exhibit 10.1

 



 

 

	
 
    	
May 3, 2018
    


 

Nordea Bank AB (publ), New York Branch,

as Facility Agent,

1211 Avenue of the Americas, 23rd Floor

New York, NY 10036

Attn: Shipping, Offshore & Oil Services

Telephone:  +1 212 318 9636
 Facsimile:   +1 212 421 4420
 E-mail: dlny-ny-cadloan@nordea.com

 

with a copy to:

 

Essendropsgate 7

0368 Oslo, Norway

Facsimile: +47 22 48 66 78

E-mail: agency.soosid@nordea.com

 

Re:  Waiver Request

 

We refer to the facility agreement, dated as of August 31, 2015 (as amended by Amendment No. 1, dated as of October 20, 2016, Amendment No.2, dated as of March 24, 2017 and Amendment No.3, dated as of June 1, 2017, and as the same may be further amended or supplemented from time to time, the “Facility Agreement”), among (i) Gener8 Maritime Subsidiary VIII Inc., as Borrower, (ii) the companies listed therein as joint and several Owner Guarantors and Hedge Guarantors, (iii) Gener8 Maritime Subsidiary V Inc., as Shareholder, (iv) Gener8 Maritime, Inc., as Parent Guarantor, (v) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Global Co-ordinators,  (vi) Citibank, N.A. and Nordea Bank Finland Plc, New York Branch as Bookrunners, (vii) ABN AMRO Capital USA LLC, DNB Markets, Inc., DVB Bank SE and Skandinaviska Enskilda Banken AB as Commercial Tranche Bookrunners (viii) Citibank, N.A., Nordea Bank Finland Plc, New York Branch, ABN AMRO Capital USA LLC, Banco Bilbao Vizcaya Argentina, S.A., Seoul Branch, DNB Markets, Inc., DVB Bank SE, Skandinaviska Enskilda Banken AB and The Export-Import Bank of Korea as Mandated Lead Arrangers,  (ix) Caixa Bank, S.A. and Landesbank Hessen-Thueringen Girozentrale as Lead Arrangers, (x) the banks and financial institutions listed in Part B of Schedule 1 therein as Original Lenders, (xi) the banks and financial institutions listed in Part C of Schedule 1 therein as Hedge Counterparties, (xii) Citibank, N.A., London Branch as ECA Co-ordinator and ECA Agent, (xiii) Nordea Bank Finland Plc, New York Branch as Commercial Tranche Co-ordinator, Facility Agent and Security Agent and (xiv) The Export-Import Bank of Korea as Kexim, upon the terms and subject to the conditions of which the Original Lenders made available to the Borrower a term loan facility of up to (originally) $963,743,455.

 











 

Unless otherwise defined in this waiver request (the “Waiver Request”), capitalized terms used in this Waiver Request shall have the meanings set forth in the Facility Agreement.

 

We request that, by countersigning this Waiver Request, each of the Majority Lenders confirms its agreement to the following waiver pursuant to Clause 44 (Amendments and Waivers) of the Facility Agreement.

 

1.                                      Temporary waiver of Interest Expense Coverage Ratio.

 

It is acknowledge and agreed among the Borrower, the Guarantors and the Majority Lenders that for the Test Period ending on March 31, 2018 compliance by the Parent Guarantor with the requirements of Clause 20.2 (Interest Expense Coverage Ratio) of the Facility Agreement shall be temporarily waived.

 

The Borrower, the Guarantors and the Majority Lenders further agree that nothing contained herein shall be deemed a waiver of the Interest Expense Coverage Ratio as required by Clause 20.4 (Interest Expense Coverage Ratio) of the Facility Agreement for any Test Period after March 31, 2018.

 

For the benefit of the Majority Lenders, attached hereto as Exhibit A are the projections of the Parent Guarantor for the period Q1 2018 through Q4 2019.

 

2.                                      Conditions to effectiveness.

 

It is a condition precedent to the effectiveness of this Waiver Request that the Facility Agent receives confirmation from the Borrower that the required parties under the Sinosure Facility and the Re-Financing Facility Credit Agreement have also provided their consent to a waiver similar to that described in Clause 1 hereof under each such facility.

 

3.                                      Guarantors’ confirmation.

 

Each of the Guarantors, by its signature of this Waiver Request, confirms its consent to the waiver to the Facility Agreement set out herein and confirms that its guarantee in Clause 17 (Guarantee and Indemnity) of the Facility Agreement remains in full force and effect.

 

4.                                      No other waivers

 

Other than as set forth in this Waiver Request, the provisions of the Facility Agreement shall remain unchanged and in full force and effect.

 

5.                                      Finance Document

 

It is acknowledged and agreed that this Waiver Request shall constitute a Finance Document for purposes of the Facility Agreement.

 











 

6.                                      Governing law and jurisdiction.

 

The provisions of Clause 47 (Governing Law) of the Facility Agreement shall apply to this Waiver Request as if set out in full but so that references to “this Agreement” are amended to read “this Waiver Request”.

 

7.                                      Execution in counterparts.

 

This Waiver Letter may be executed in counterparts.

 

 

	
 
    	
Best regards,
    
	
 
    	
 
    
	
 
    	
GENER8 MARITIME SUBSIDIARY VIII INC.
    
	
 
    	
as Borrower
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Leonard J.   Vrondissis
    
	
 
    	
Name:
    	
Leonard J. Vrondissis
    
	
 
    	
Title:
    	
President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
GENER8 MARITIME, INC.
    
	
 
    	
as Parent Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Leonard J.   Vrondissis
    
	
 
    	
Name:
    	
Leonard J. Vrondissis
    
	
 
    	
Title:
    	
Executive Vice President, Chief Financial   Officer and Secretary
    
	
 
    	
 
    
	
 
    	
GENER8 MARITIME SUBSIDIARY V INC.
    
	
 
    	
as Shareholder
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Leonard J.   Vrondissis
    
	
 
    	
Name:
    	
Leonard J. Vrondissis
    
	
 
    	
Title:
    	
President
    
	
 
    	
 
    
	
 
    	
GENER8 NEPTUNE LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

	
 
    	
GENER8 ATHENA LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 APOLLO LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 ARES LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 HERA LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 CONSTANTINE LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

	
 
    	
GENER8 OCEANUS LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 NAUTILUS LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    	
 
    
	
 
    	
GENER8 MACEDON LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 NOBLE LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 ETHOS LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 PERSEUS LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

	
 
    	
GENER8 THESUS LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 HECTOR LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
GENER8 NESTOR LLC
    
	
 
    	
as Owner Guarantor
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Dean   Scaglione
    
	
 
    	
Name:
    	
Dean Scaglione
    
	
 
    	
Title:
    	
Manager
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

	
Accepted and agreed this 3 day of May, 2018 by:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
NORDEA BANK AB   (PUBL), NEW YORK BRANCH,
    
	
as Commercial   Tranche Co-ordinator, Facility Agent and Security Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Eric Havnvik
    	
 
    
	
Name:
    	
Eric   Havnvik
    	
 
    
	
Title:
    	
Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
NORDEA BANK AB   (PUBL), NEW YORK BRANCH
    
	
as Facility Agent   acting for and on behalf of the majority of the Commercial Lenders
    
	
 
    	
 
    
	
By:
    	
/s/   Eric Havnvik
    	
 
    
	
Name:
    	
Eric   Havnvik
    	
 
    
	
Title:
    	
Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
CITIBANK, N.A., LONDON BRANCH
    	
 
    
	
as ECA Co-ordinator and ECA Agent
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/   Jonathan Beasley
    	
 
    
	
Name:
    	
Jonathan   Beasley
    	
 
    
	
Title:
    	
Director
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
CITIBANK, N.A.,   LONDON BRANCH
    
	
as ECA Agent for   and on behalf of KEXIM, the majority of the KEXIM Guaranteed Lenders and the   majority of the K-Sure Lenders
    
	
 
    	
 
    
	
By:
    	
/s/   Jonathan Beasley
    	
 
    
	
Name:
    	
Jonathan   Beasley
    	
 
    
	
Title:
    	
Director
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 












 

	
Accepted and agreed this 26 day of April, 2018   by:
    	
 
    
	
 
    	
 
    
	
ABN AMRO CAPITAL USA LLC
    	
 
    
	
as Commercial Lender and K-Sure Lender
    	
 
    


 

	
By:
    	
/s/ Francis   Birkeland
    	
 
    
	
Name: Francis Birkeland
    	
 
    
	
Title: Managing Director
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 3 day of May, 2018 by:

 

CITIBANK, N.A., LONDON BRANCH

as Commercial Lender, KEXIM Guaranteed Lender and K-Sure Lender

 

	
By:
    	
/s/ Jonathan   Beasley
    	
 
    
	
Name: Jonathan Beasley
    	
 
    
	
Title: Director
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 27 day of April, 2018 by:

 

DNB CAPITAL LLC

as Commercial Lender

 

	
By:
    	
/s/ Cathleen   Buckley
    	
 
    
	
Name: Cathleen Buckley
    	
 
    
	
Title: Senior Vice President
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 3 day of May, 2018 by:

 

DVB BANK SE

as Commercial Lender

 

	
By:
    	
/s/ Michiel   Steeman
    	
 
    
	
Name: Michiel Steeman
    	
 
    
	
Title: Managing Director
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 3 day of May, 2018 by:

 

NORDEA BANK AB (PUBL), NEW YORK BRANCH

as Commercial Lender

 

	
By:
    	
/s/ Erik   Havnvik
    	
 
    
	
Name: Erik Havnvik
    	
 
    
	
Title: Director
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 25 day of April, 2018 by:

 

SKANDINAVISKA ENSKILDEN BANKEN AB

as Commercial Lender

 

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


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 27 day of April, 2018 by:

 

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., SEOUL BRANCH

as KEXIM Guaranteed Lender and K-Sure Lender

 

	
By:
    	
/s/ Grace Li
    	
 
    
	
Name: Grace Li
    	
 
    
	
Title: Managing Director
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 












 

Accepted and agreed this 25 day of April, 2018 by:

 

KOMMUNAL LANDSPENSJONSKASSE GJENSIDIG FORSIKRINGSSELSKAP

as KEXIM Guaranteed Lender

 

	
By:
    	
/s/ Authorized   Signatory
    	
 
    
	
Name:
    	
Authorized Signatory
    	
 
    
	
Title:
    	
Senior V.P. of Accounting
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 26 day of April, 2018 by:

 

MITSUBISHI UFJ TRUST AND BANKING CORPORATION

as KEXIM Guaranteed Lender and K-Sure Lender

 

	
By:
    	
/s/ Mikio   Ikegaya
    	
 
    
	
Name:
    	
Mikio Ikegaya
    	
 
    
	
Title:
    	
President and CEO
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 3 day of May, 2018 by:

 

NONGHYUP BANK

as KEXIM Guaranteed Lender

 

	
By:
    	
/s/ Young Jon   Choi
    	
 
    
	
Name:
    	
Young Jon Choi
    	
 
    
	
Title:
    	
Team Head
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 3 day of May, 2018 by:

 

CAIXABANK, S.A.

as K-Sure Lender

 

	
By:
    	
/s/ Isabel   Marquez
    	
 
    
	
Name:
    	
Isabel Marquez
    	
 
    
	
Title:
    	
Assistant Director
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 3 day of May, 2018 by:

 

LANDESBANK HESSENTHUERINGEN GIROZENTRALE

as K-Sure Lender

 

	
By:
    	
/s/ Elsner-Bippert   Navina Lucke
    	
 
    
	
Name:
    	
Elsner-Bippert Navina   Lucke
    	
 
    
	
Title:
    	
 
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 











 

Accepted and agreed this 3 day of May, 2018 by:

 

THE EXPORT-IMPORT BANK OF KOREA

as K-Sure Lender

 

	
By:
    	
/s/ Chung Soun-Young
    	
 
    
	
Name:
    	
Chung Soun-Young
    	
 
    
	
Title:
    	
Director General
    	
 
    


 

Signature Page to Gener8 Kexim Waiver Request

 












 

 

 



Exhibit A   Projections Ma r-18 Jun-18 Sep-18 Dec-18 Ma r-19 Jun-19 Sep-19 De c-19 ($ in   thousands, except where noted) Anal ys ts Projections Net Voyage Revenues   Opex General and Adminis trative Expens es $ 46,170 $ (23,194) (7,636) 62,393   $ (23,452) (7,636) 63,078 $ (23,710) (7,636) 63,078 $ (23,710) (7,636) 81,459   (23,542) (7,751) $ 82,369 $ (23,804) (7,751) 83,726 $ (24,065) (7,751) 83,726   (24,065) (7,751) EBITDA $ 15,340 $ 31,305 $ 31,733 $ 31,733 $ 50,166 $ 50,815   $ 51,910 $ 51,910 Maintenance Capex Cas h Interes t Expens e Free Cas h Flow   (5,891) (12,291) (687) (12,135) - (11,972) - (11,672) (2,500) (11,121)   (2,500) (10,932) - (10,729) - (10,407) $ (2,841) $ 18,482 $ 19,761 $ 20,061 $ 36,545 $ 37,383 $ 41,181 $ 41,504 Scheduled Debt Repayments Cas h Flow from   Financing (30,084) (30,069) (30,069) (30,069) (30,069) (30,069) (30,069)   (30,069) $ (30,084) $ (30,069) $ (30,069) $ (30,069) $ (30,069) $ (30,069) $ (30,069) $ (30,069) Quarter Ending Cas h Balance (incl. WC in Pools ) $ 193,676 $ 182,089 $ 171,781 $ 161,773 $ 168,249 $ 175,563 $ 186,675 $ 198,109   Les s : Working Capital at Pools (26,100) (26,100) (26,100) (26,100) (26,100)   (26,100) (26,100) (26,100) Quarter Ending Cas h Balance $ 167,576 $ 155,989 $ 145,681 $ 135,673 $ 142,149 $ 149,463 $ 160,575 $ 172,009 Interes t Coverage   Ratio LTM EBITDA Secured Debt Cas h Interes t $ 95,201 $ (50,231) 88,921 $ (51,658) 104,776 $ (49,483) 112,502 $ (48,070) 147,328 (46,901) $ 166,838 $ (45,697) 187,016 $ (44,454) 207,193 (43,189) EBITDA / Interes t Ratio Covenant   Thres hold 1.90x 2.50x 1.72x 2.50x 2.12x 2.50x 2.34x 2.50x 3.14x 2.50x 3.65x   2.50x 4.21x 2.50x 4.80x 2.50x Cus hion / (Shortfall) Compliance? -.60x No   -.78x No -.38x No -.16x No .64x Yes 1.15x Yes 1.71x Yes 2.30x Yes *Q1 2018   rate estimates are based off of actual earnings within the Navig8 pools.   Change in Cas h$ (32,925) $ (11,587) $ (10,308) $ (10,008) $6,476 $7,314 $ 11,112 $ 11,435 Adj. EBITDA$ 15,340 $ 31,305 $ 31,733 $ 31,733 $ 50,166 $ 50,815 $ 51,910 $ 51,910 VLCC Spot Rate$19,476 $24,500 $ 24,500 $ 24,500 $ 32,569 $ 32,569 $32,569 $ 32,569 Suezm ax Spot Rate$9,666 $17,125 $ 17,125 $ 17,125 $ 25,006 $ 25,006 $25,006 $ 25,006 Afram ax Spot Rate$3,617 $15,125 $ 15,125 $ 15,125 $ 20,256 $ 20,256 $20,256 $ 20,256 Panam ax Spot Rate$5,865   $13,125 $ 13,125 $ 13,125 $ 17,878 $ 17,878 $17,878 $ 17,878 GENER8 MARITIME