13.01
Guaranty
106
13.02
Nature of Liability
106
13.03
Independent Obligation
107
13.04
Authorization
107
13.05
Continuing Guaranty and Reliance
109
13.06
Subordination
109
13.07
Waiver
109
13.08
Payments; Judgment Shortfall
111
13.09
Reinstatement
111
13.10
Contribution
112
13.11
Limitation on Obligations
113
SECTION 14.
Letters of Credit
113
14.01
Letters of Credit
113
14.02
Letter of Credit Requests; Minimum Stated Amount
114
14.03
Letter of Credit Participations
114
14.04
Agreement to Repay Letter of Credit Drawings
116
14.05
Increased Costs
117
SCHEDULE I
-
Commitments
SCHEDULE II
-
Lender Addresses
SCHEDULE III
-
Collateral Vessels
SCHEDULE IV
-
Existing Liens
SCHEDULE V
-
Existing Indebtedness
SCHEDULE VI
-
Required Insurance
SCHEDULE VII
-
ERISA
SCHEDULE VIII
-
Guarantors
SCHEDULE IX
-
Capitalization
SCHEDULE X
-
Approved Classification Societies
SCHEDULE XI
-
Existing Investments
SCHEDULE XII
-
Transactions with Affiliates
SCHEDULE XIII
-
Excluded Subsidiaries
SCHEDULE XIV
-
Concentration Accounts
EXHIBIT A
-
Form of Notice of Borrowing
EXHIBIT B-1
-
Form of Term Note
v
EXHIBIT B-2
-
Form of Revolving Note
EXHIBIT C-1
-
Form of Opinion of Constantine P. Georgiopoulos, New York maritime counsel to
the Credit Parties
EXHIBIT C-2
-
Form of Opinion of Dennis J. Reeder, Esq., Marshall Islands counsel to the
Credit Parties
EXHIBIT C-3
-
Form of Opinion of George E. Henries, Esq., Liberian counsel to the Credit
Parties
EXHIBIT C-4
-
Form of Opinion of Conyers, Dill & Pearman Limited, Bermuda counsel to the
Credit Parties
EXHIBIT D
-
Form of Officer's Certificate
EXHIBIT E
-
Form of Assignment of Earnings
EXHIBIT F
-
Form of Assignment of Insurances
EXHIBIT G-1
-
Form of Marshall Islands Collateral Vessel Mortgage
EXHIBIT G-2
-
Form of Liberian Collateral Vessel Mortgage
EXHIBIT G-3
-
Form of Bermuda Collateral Vessel Mortgage
EXHIBIT H
-
Form of Assignment and Assumption Agreement
EXHIBIT I
-
Form of Compliance Certificate
EXHIBIT J
-
Subordination Provisions
EXHIBIT K
-
Form of Letter of Credit Request
EXHIBIT L
-
Form of Interim Order
EXHIBIT M
-
Form of Incremental Commitment Agreement
EXHIBIT N
-
Form of Deposit Account Control Agreement
vi
THIS SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated
as of November 16, 2011, among GENERAL MARITIME CORPORATION, a Marshall Islands
corporation (the "Parent"), the other Guarantors party hereto from time to time,
GENERAL MARITIME SUBSIDIARY CORPORATION, a Marshall Islands corporation ("GMSC")
and GENERAL MARITIME SUBSIDIARY II CORPORATION, a Marshall Islands corporation
("GMSCII"), as co-borrowers (each, a "Borrower" and together, the "Borrowers"),
the Lenders party hereto from time to time, and NORDEA BANK FINLAND PLC, NEW
YORK BRANCH, as Administrative Agent (in such capacity, the "Administrative
Agent") and as Collateral Agent under the Security Documents (in such capacity,
the "Collateral Agent").
All capitalized terms used herein and defined in
Section 1 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, on November 16, 2011 (the "Petition Date"), the Credit Parties (other
than the Excluded Subsidiaries) commenced a voluntary case (collectively, the