SECTION 9.03(III)(D)(Y).
"EXCESS CASH FLOW" SHALL MEAN, FOR ANY PERIOD (A) THE SUM OF, WITHOUT
DUPLICATION, (I) CONSOLIDATED NET INCOME EXCLUDING ANY GAINS OR LOSSES ARISING
FROM ANY INTEREST RATE PROTECTION AGREEMENTS FOR SUCH PERIOD AND (II) THE
DECREASE, IF ANY, IN ADJUSTED CONSOLIDATED WORKING CAPITAL FROM THE FIRST DAY TO
THE LAST DAY OF SUCH PERIOD, MINUS (B) THE SUM OF, WITHOUT DUPLICATION, (I) THE
AGGREGATE AMOUNT OF ALL CAPITAL EXPENDITURES (INCLUDING AMOUNTS PAID FOR VESSEL
ACQUISITIONS) MADE BY THE BORROWER AND ITS SUBSIDIARIES DURING SUCH PERIOD
(OTHER THAN CAPITAL EXPENDITURES TO THE EXTENT FINANCED WITH EQUITY PROCEEDS,
ASSET SALE PROCEEDS, INSURANCE PROCEEDS OR INDEBTEDNESS), (II) THE AGGREGATE
AMOUNT OF PERMANENT PRINCIPAL PAYMENTS OF INDEBTEDNESS FOR BORROWED MONEY OF THE
BORROWER AND ITS SUBSIDIARIES DURING SUCH PERIOD (OTHER THAN (1) REPAYMENTS MADE
WITH THE PROCEEDS OF ASSET SALES, SALES OR ISSUANCES OF EQUITY, INSURANCE OR
INDEBTEDNESS AND (2) PAYMENTS OF LOANS AND/OR OTHER OBLIGATIONS, PROVIDED THAT
REPAYMENTS OF LOANS SHALL BE DEDUCTED IN DETERMINING EXCESS CASH FLOW TO THE
EXTENT SUCH REPAYMENTS WERE (X) REQUIRED AS A RESULT OF A SCHEDULED REPAYMENT
PURSUANT TO SECTION 4.02(B) OR (Y) MADE AS A VOLUNTARY PREPAYMENT PURSUANT TO
SECTION 4.01 WITH INTERNALLY GENERATED FUNDS (BUT ONLY TO THE EXTENT ACCOMPANIED
BY A VOLUNTARY REDUCTION TO THE TOTAL REVOLVING LOAN COMMITMENT IN AN AMOUNT
EQUAL TO SUCH PREPAYMENT)), AND (III) THE INCREASE, IF ANY, IN ADJUSTED
CONSOLIDATED WORKING CAPITAL FROM THE FIRST DAY TO THE LAST DAY OF SUCH PERIOD.
"NET DEBT TO EBITDA RATIO" SHALL MEAN, AT ANY DATE OF DETERMINATION, THE RATIO
OF CONSOLIDATED INDEBTEDNESS ON SUCH DATE LESS UNRESTRICTED CASH AND CASH
EQUIVALENTS
4
HELD BY THE BORROWER OR ITS SUBSIDIARIES ON SUCH DATE TO CONSOLIDATED EBITDA FOR
SUCH TEST PERIOD ENDING ON SUCH DATE.
"SPECIAL DIVIDEND" SHALL MEAN A ONE-TIME CASH DIVIDEND OF UP TO $15 PER SHARE TO
BE PAID ON OR PRIOR TO DECEMBER 31, 2007; PROVIDED THAT THE AGGREGATE AMOUNT OF
THE SPECIAL DIVIDEND SHALL NOT EXCEED $500,000,000.
11.
SCHEDULE I OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING THE
EXISTING SCHEDULE I IN ITS ENTIRETY AND INSERTING EXHIBIT A ATTACHED HERETO IN
LIEU THEREOF.
B.
CONSENT
1.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION 9.02
OF THE CREDIT AGREEMENT, THE REQUIRED LENDERS HEREBY CONSENT TO THE DISSOLUTION
OF THE FOLLOWING SUBSIDIARY GUARANTORS (SUCH SUBSIDIARIES, THE "DISSOLVING
SUBSIDIARIES"):
Company Name
Jurisdiction
GMR Alta LLC
Liberia
GMR Baltic LLC
Liberia
GMR Conqueror LLC
Liberia
GMR George LLC
Liberia
GMR Harriet LLC
Liberia
GMR Ocean LLC
Liberia
GMR Spirit LLC
Liberia
GMR Ariston LLC
Marshall Islands
GMR Boss
Marshall Islands
GMR Centaur LLC
Marshall Islands
GMR Gabriel LLC
Marshall Islands
GMR Macedon LLC
Marshall Islands
GMR Malta LLC
Marshall Islands
GMR Nestor LLC
Marshall Islands
GMR Prometheus LLC
Marshall Islands
GMR Sky LLC
Marshall Islands
GMR Transporter LLC
Marshall Islands
GMR Traveller LLC
Marshall Islands
GMR Zoe LLC
Marshall Islands
GMR Pacific Limited
Malta
Genmar West Virginia Ltd.
Malta
Genmar Kentucky Ltd.
Malta
The Borrower